Annual Report 2011
Strengthening the productivity
and outcomes of dental,
veterinary, and rehabilitation
practitioners
A B O U T P A T T E R S O N
Patterson Companies, Inc. (Nasdaq: PDCO) is a $3.4 billion value-added distributor serving the
dental, companion-pet veterinary and rehabilitation markets.
P A T T E R S O N
D E N T A L
W E B S T E R
V E T E R I N A R Y
P A T T E R S O N
M E D I C A L
• One of North America’s
• Nation’s second largest
largest, full-service dental
distributors
• Estimated 33% market
share of estimated $6.8
billion market
• Single-source, value-added
platform
• #1 distributor of dental
equipment
• Leading provider of next-
generation CAD/CAM and
digital technologies
• Industry’s largest sales
force with over 1,500 field
representatives
distributor of companion-
pet veterinary supplies,
equipment, software and
pharmaceuticals
• Estimated 21% market share
of $3.2 billion market
• Serves market with 230
sales representatives in 17
branches
• Single-source, full-service
capability
• Offers widest range of
consumables in industry
• World’s leading distributor of
rehabilitation supplies and
assistive living products
• Estimated 12% market share
of estimated $5 - $6 billion
market
• 3x-4x larger than nearest
competitor
• Only single-source of supply in
rehabilitation industry
• Global sales with operations
in North America, U.K., France
and Australia
• Owns/manufactures many
• Equipment and value-added
leading brands
services
• Over 280 sales representatives
• Nearly 100 branches
• Growing range of technology
in 18 branches
spanning U.S. and Canada
solutions
• Trusted and respected
name in dental industry
• Industry consolidator
65%
Fiscal 2011 Revenue Mix
Patterson Dental
$2.2 billion
Webster Veterinary
$674.9 million
20%
15%
Patterson Medical
$504.7 million
Patterson Technology Center
The Patterson Technology Center provides Patterson’s three businesses with an unrivaled
competitive and value-added advantage. Scheduled to move into a new 100,000-square-foot
facility this fall, the PTC provides development, integration and customer support services for:
• Practice management, imaging and patient education software
• Digital radiography devices
• The CEREC® dental restoration system
• Patterson-branded computer hardware
• Electronic services, including claims, statements and credit card processing
• Field services, including the eMagine order/entry system, web sites and smartphone capabilities.
Financial Highlights
(dollars in thousands, except per share amounts)
Year Ended
Net sales
Gross profit
Operating income
Net income
Earnings per share-diluted
Cash and cash equivalents
Working capital
Total assets
Total debt
Stockholders’ equity
4/30/2011
$ 3,415,670
1,144,225
376,008
225,385
$ 1.89
$ 388,665
863,278
2,564,968
525,000
1,560,540
4/24/2010 % Change
6%
5%
6%
6%
6%
$ 3,237,376
1,089,401
355,291
212,254
$ 1.78
$ 340,591
785,407
2,422,969
525,000
1,441,511
4/25/2009
$ 3,094,227
1,043,524
346,226
199,635
$ 1.69
$ 158,065
603,295
2,133,620
547,000
1,186,320
CONSOLIDATED
REVENUES
($ in billions)
EARNINGS PER
SHARE-DILUTED
FREE CASH FLOW
($ in millions)
CASH RETURNED
TO SHAREHOLDERS
($ in millions)
$4
$3
$2
$1
$0
$3.4
$3.2
$3.1
$2.00
$1.78
$1.69
$1.89
$236 $226
$300
$200
$92
$100
$1.00
$0.00
09 10 11
09 10 11
$0
09 10 11
$150
$100
$50
$0
$149
$12
09 10 11
1
T O O U R S H A R E H O L D E R S
Patterson’s overall performance was very good in fiscal 2011 despite coping with the challenges presented
by a persistently sluggish economy. For the year ended April 30, 2011, consolidated sales rose 6% to
$3.4 billion, while net income also increased 6% to $225.4 million or $1.89 per diluted share. We were
particularly encouraged by the sales momentum that our businesses generated in the fourth quarter, which
makes us optimistic about Patterson’s prospects as we enter our new fiscal year.
During the past year, we generated additional shareholder value by implementing an expanded capital
allocation program. We initiated a quarterly cash dividend of $0.10 per share in the fourth quarter of
fiscal 2010. Our board of directors voted to increase the dividend to $0.12 at its fourth quarter meeting
in fiscal 2011. Also at that time, the board replaced our existing share repurchase program with a new 25
million share, five-year buyback authorization. Using internally-generated cash, we repurchased 3.3 million
shares in fiscal 2011, returning almost $100 million to our shareholders. When you add this amount to
our dividend, we returned nearly $150 million to our shareholders in fiscal 2011. We believe our strong
earnings potential, financial position and cash flow provide us with the financial flexibility to continue
making substantial investments in our dental, veterinary and rehabilitation businesses, while enabling us to
support our dividend and share buyback programs.
Patterson Dental
Sales of Patterson Dental, our largest business, increased 3% in fiscal 2011 to $2.2 billion. Among our
three businesses, Patterson Dental was most affected by the sluggish economy. This was most clearly
evident in the fluctuating sales of basic and new-technology dental equipment during the year as many
dentists adopted a cautious stance toward making capital investments in their practices. However, sales of
consumable supplies strengthened as the year progressed, a key development since we view consumable
sales as a leading indicator of the overall dental market. This market strengthening, coupled with the
HIGH-TECH DENTAL
EQUIPMENT SALES
($ in millions)
$400
$300
$200
$100
$0
$292 $305
$274
$354
$337
07 08 09 10 11
As one of North America’s largest full-service dental distributors,
Patterson Dental is the industry’s leading provider of new-technology
equipment by a significant margin.
2
Patterson Dental
Dentists are facing a critical need
for strengthening their productivity,
and new-technology equipment
like the CEREC system and our digital
radiography offerings enable dentists to
do exactly that.
Paul A. Guggenheim, President Patterson Dental
implementation of additional marketing programs, resulted in a strong rebound in sales of dental equipment and
software in the fourth quarter, paced by mid-teens sales growth of new-technology equipment, including CEREC
dental restorative systems and digital radiography products. As a result of improving market fundamentals and our
sustained marketing efforts, we believe Patterson Dental is rebuilding sales momentum in its dental equipment
business.
Patterson Dental is North America’s leading provider of dental equipment by a significant margin with an estimated
40% share of this key market. Our share of the market for new-technology equipment is even greater, particularly
in the area of CAD/CAM dentistry as embodied by the CEREC system. This is significant in terms of Patterson
Dental’s long-term prospects, in view of the ongoing decline in the number of dentists per capita. Given the resulting
growth of patient case loads, dentists are facing a critical need for strengthening the productivity of their practices.
New-technology dental equipment enables dentists to do exactly that…treat more patients during the day, while
simultaneously improving clinical outcomes. Upgraded CEREC software that will become available later this summer
will make the system easier to use while offering improved productivity.
Dentistry, like many other fields, is undergoing a digital conversion, and as practitioners with limited office support,
dentists require an organization that can guide them to the best digital outcomes. The Patterson Technology
Center supports all aspects of the dental digital conversion, from software development and system integration to
maintenance. In support of our technology offerings, our new, 100,000-square-foot Patterson Technology Center
is slated to open in September. Meeting the technology needs of more than 80,000 customers today, the Patterson
Technology Center provides us with an unparalleled strategic advantage in the dental marketplace.
3
Patterson Medical
We are encouraged by
Patterson Medical’s fiscal
2011 performance and
believe this business is well
positioned, domestically and
internationally, as an ongoing
growth driver.
David P. Sproat, President Patterson Medical
Patterson Medical
Sales of Patterson Medical, our rehabilitation supply and equipment business, rose 18% in fiscal 2011 to $504.7
million. Internally-generated sales, which attained planned levels, increased 4% for the year, while the June 2010
acquisitions of the rehabilitation businesses of DCC Healthcare accounted
REVENUES
($ in millions)
$505
$426
$371
$369
$334
07 08 09 10 11
$500
$400
$300
$200
$100
$0
Through the ongoing
expansion of its value-
added platform and
strategic acquisitions,
Patterson Medical
has strengthened its
position as the world’s
largest distributor of
rehabilitation supplies
and assistive living
products.
for the balance of the unit’s sales growth. Patterson Medical’s results
in fiscal 2011 were affected by budgetary constraints imposed by the
British government on healthcare expenditures, but the impact of this
situation is lessening. Despite these austerity moves, Patterson Medical’s
U.K.-based Homecraft operation continued to grow during the year.
During the past year, Patterson Medical was strongly focused on
integrating the DCC businesses into its Homecraft unit, which
virtually doubled the size of our U.K. operation. The DCC transaction
has significantly strengthened and expanded Patterson Medical’s
international operations. The three acquired businesses rank among
the leaders in their respective markets, providing assistive living
products and rehabilitation equipment and supplies to hospitals,
physical and occupational therapists, long-term care facilities, dealers
and consumers in the U.K., continental Europe, Australia, New
Zealand and other international markets. In addition to expanding our
position in the U.K.’s physical and occupational therapy markets, this
acquisition brought a stable of trusted and established brand names.
Through this acquisition, Patterson Medical also acquired a product
sourcing team in China.
For the past several years, Patterson Medical has been steadily
strengthening its value-added platform through its network of branch
offices, growing sales force and growing range of consumable supplies
and equipment. We are encouraged by Patterson Medical’s fiscal 2011 performance and believe this unit is well
positioned, domestically and internationally, as an ongoing growth driver for our consolidated performance.
4
Webster Veterinary
Sales of Webster Veterinary, our companion-pet veterinary supply and equipment business, increased 5% in fiscal
2011 to $674.9 million. During the first nine months of the year, Webster’s sales were affected by previously reported
changes in the distribution arrangements for certain pharmaceuticals, which reduced Webster’s nine-month sales
growth by an estimated three to four percentage points. This situation had no material impact on fourth quarter
sales and none is expected going forward. Webster’s fourth quarter sales, which increased 14% from the year-earlier
period, benefited from strong demand for new combination products in the flea/tick and heartworm category. For
the fourth quarter and full year, Webster also posted continued strong sales of veterinary equipment and software.
Webster’s equipment business has been growing at solid rates, and we intend to continue investing in this relatively
new portion of Webster’s operation that has expanded the unit’s full-service platform.
Webster Veterinary
Webster’s technology
offerings will drive future
growth by enhancing the
profitability and productivity
of veterinary practices,
forging stronger customer
relationships and improving
clinical outcomes.
REVENUES
($ in millions)
$675
$644
$551
$446
$399
07 08 09 10 11
$700
$600
$500
$400
$300
$200
$100
$0
Webster’s steadily expanding
full-service, value-added model
has enabled this business to
become the nation’s second
largest distributor of companion-
pet veterinary supplies and
equipment.
George Henriques, President Webster Veterinary
Technology is an increasingly important component of Webster’s full-service
capabilities. Intravet is a leading practice management software for veterinary
offices. Through ePetHealth, which was acquired in fiscal 2011, customers
of veterinarians have 24/7 access to their pets’ medical records as well as to
our Diagnostic Imaging Atlas, an advanced 3-D education tool that provides
detailed information about pet health issues and treatment options. Clients also
can place orders with their veterinarian for medications through ePetHealth,
which is being integrated into the home delivery service of VetSource, in
which Patterson holds a minority equity investment. ePetHealth also provides
veterinarians with a variety of marketing tools. In addition, through Webster’s
PURdigital product line, veterinary offices can be equipped with a PACS (picture
archiving and communications system) and fully integrated digital imaging
capabilities. We believe Webster’s expanding range of technology offerings
will help drive this unit’s future growth by enhancing the profitability and
productivity of veterinary practices, forging stronger relationships between the
pet owner and veterinarian, and improving clinical outcomes.
5
Fiscal 2011 Outlook
Left: Scott P. Anderson
President and Chief Executive Officer
R. Stephen Armstrong
Executive Vice President and Chief Financial Officer
Fiscal 2012 Outlook
The outlook for our three businesses is promising for the year ahead. We believe the North American dental
market is gradually strengthening as evidenced by the improving results of our consumable supply business.
Assuming the confidence of dental practitioners continues to strengthen, we believe the outlook for both basic
equipment and our range of technology offerings is favorable. We believe Patterson Medical is positioned to
continue gaining share from its competitors and take optimum advantage of favorable global market trends,
including aging populations in developed economies, today’s more active lifestyles and less invasive treatment
protocols that frequently entail a rehabilitation regimen. The unit’s growth also will be generated by continued
expansion of its sales force, further strengthening of its value-added business model and strategic acquisitions.
Demands by pet owners for more extensive services from their veterinarians will require capital investments by
the practitioner to meet this need. To capitalize on this opportunity, Webster will continue to focus on further
expanding its equipment and technology offerings, as well as its financing and service capabilities, in fiscal
2012. Targeted acquisitions also will remain a component of Webster’s overall growth strategy. Reflecting all of
these factors, we are optimistic about Patterson’s overall prospects for fiscal 2012.
We also are confident about Patterson’s longer-term future. Each of our three businesses has sustainable
competitive advantages and high barriers to new entrants. Our markets have compelling long-term growth
drivers. Our units are aggressively marketing their products and services. Our three businesses are staffed with
the best people in their respective markets. Finally, Patterson should continue generating substantial operating
cash flows, providing us with ample resources for supporting our various growth initiatives, dividend program
and share repurchasing.
As always, we extend our sincere thanks to our many outstanding employees for their dedicated efforts on
behalf of our customers. We also appreciate the continued support of our shareholders, customers and vendor
business partners.
Sincerely,
Scott P. Anderson
President and Chief Executive Officer
6
Selected Consolidated Financial and Operating Data
(dollars and shares outstanding amounts in thousands, except per share amounts)
Year ended
4/30/11
4/24/10
4/25/09
4/26/08
4/28/07
Statement of Operations Data:
Net sales
Cost of sales
Gross margin
Operating expenses
Operating income
Other expense – net
$3,415,670
2,271,445
1,144,225
768,217
376,008
(20,121)
$3,237,376
2,147,975
1,089,401
734,110
355,291
(16,250)
$3,094,227
2,050,703
1,043,524
697,298
346,226
(26,575)
$2,998,729 $2,798,398
1,829,526
1,967,004
968,872
1,031,725
633,182
672,522
335,690
359,203
(6,082)
(1,775)
Income before income taxes
Income taxes
355,887
130,502
339,041
126,787
319,651
120,016
357,428
132,570
329,608
121,272
Net income
$ 225,385
$ 212,254
$ 199,635
$ 224,858 $ 208,336
Diluted earnings per share
$ 1.89
$ 1.78
$ 1.69
$ 1.69 $ 1.51
Weighted average shares and potentially
dilutive shares outstanding
119,066
119,202
118,355
132,910
137,769
Dividends per share
$ 0.42
$ 0.10
—
—
—
Balance Sheet Data:
Working capital
Total assets
Total debt
Stockholders’ equity
Operating Data:
(as of fiscal year-end)
Number of sales representatives
Number of employees
Number of service technicians
$ 863,278
2,564,968
525,000
1,560,540
$ 785,407
2,422,969
525,000
1,441,511
$ 603,295
2,133,620
547,000
1,186,320
$ 518,974 $ 509,021
1,940,320
2,076,373
180,024
655,034
1,379,214
1,004,787
2,045
7,116
1,047
1,977
6,890
1,108
1,934
7,018
1,137
1,998
6,857
1,217
1,923
6,577
1,143
See the Notes to the Consolidated Financial Statements included in Item 8. of the Annual Report on Form 10-K.
Market Information
The Company’s common stock trades
on the NASDAQ Global Select Market®
under the symbol PDCO.
The following table sets forth the range
of high and low sale prices for the
Company’s common stock for each full
quarterly period within the two most
recent fiscal years. Such quotations
reflect inter-dealer prices, without retail
mark-up, mark-down or commission,
and may not necessarily represent
actual transactions.
Fiscal 2011
High
$32.22
$29.02
$33.29
$34.80
Low
$24.13
$24.88
$27.54
$30.42
Fiscal 2010
High
$24.16
$28.34
$30.94
$32.84
Low
$19.55
$23.84
$24.37
$28.06
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Unaudited Quarterly Results
(In thousands, except per share amounts)
Quarterly results are determined in accordance with the accounting policies used for annual data and include certain items based upon estimates for the entire year.
All fiscal quarters include results for 13 weeks, except for the first quarter of fiscal 2011, which included 14 weeks. The following table summarizes results for fiscal
2011 and 2010.
Quarter
Fourth
Fiscal 2011
Third
Second
First
Quarter
Fourth
Fiscal 2010
Third
Second
First
Net sales
Gross profit
Operating income
$883,819
303,949
104,125
$824,650
280,875
92,707
$857,414
279,201
90,152
$849,787
280,200
89,024
Net sales
Gross profit
Operating income
$812,762
288,111
100,248
$820,084
276,069
93,767
$814,951
266,537
84,486
$789,579
258,684
76,790
Net income
62,707
55,396
53,357
53,925
Net income
61,805
56,049
49,343
45,057
Earnings per share
basic
diluted
$ 0.53
$ 0.53
$ 0.47
$ 0.47
$ 0.45
$ 0.45
$ 0.45
$ 0.45
Earnings per share
basic
diluted
$ 0.52
$ 0.52
$ 0.47
$ 0.47
$ 0.42
$ 0.41
$ 0.38
$ 0.38
7
Directors
Scott P. Anderson
President and Chief Executive Officer
Patterson Companies, Inc.
Executive Officers
Peter L. Frechette
Chairman
Scott P. Anderson
President and Chief Executive Officer
R. Stephen Armstrong
Executive Vice President, Chief Financial
Officer and Treasurer
Corporate Officers and
Officers of Operating Units
Ranell M. Hamm
Vice President
Chief Information Officer
Matthew L. Levitt
Secretary and General Counsel
Jerome E. Thygesen
Vice President
Human Resources
Paul A. Guggenheim
President
Patterson Dental
George L. Henriques
President
Webster Veterinary
David P. Sproat
President
Patterson Medical
John D. Buck (1), (3)
Chief Executive Officer
Whitefish Ventures, LLC
Minneapolis, MN
Ronald E. Ezerski (1), (3)
Private Investor
Peter L. Frechette
Chairman
Patterson Companies, Inc.
Andre B. Lacy (2), (3)
Chairman
LDI Ltd., LLC
Indianapolis, IN
Charles Reich (2), (3)
Executive Vice President (retired)
3M Company
St. Paul, MN
Ellen A. Rudnick (2), (3)
Executive Director
Michael P. Polsky Center for
Entrepreneurship
University of Chicago
Booth School of Business
Chicago, IL
Dr. Harold C. Slavkin (1), (3)
Professor of Dentistry and
former Dean
School of Dentistry
University of Southern California
Los Angeles, CA
Brian S. Tyler, Ph.D. (2), (3)
President
McKesson U.S. Pharmaceutical
Les C. Vinney (2), (3)
Former President and
Chief Executive Officer
STERIS Corporation
Mentor, OH
James W. Wiltz
President and Chief Executive Officer
(retired)
Patterson Companies, Inc.
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Governance Committee
Corporate Headquarters
1031 Mendota Heights Road
St. Paul, MN 55120-1419
651/686-1600
www.pattersoncompanies.com
Independent Auditors
Ernst & Young LLP
Minneapolis, MN
Legal Counsel
Briggs and Morgan, P.A.
Minneapolis, MN
Stock Transfer Agent
and Registrar
Wells Fargo Bank, N.A.
South St. Paul, MN
Investor Relations
Counsel
Equity Market Partners
Amelia Island, FL
Annual Meeting
The annual meeting of shareholders
will be held at 4:30 p.m. on
September 12, 2011 at the corporate
headquarters, 1031 Mendota Heights
Road, St. Paul, MN
Form 10-K
A copy of our annual report on
Form 10-K is available to
shareholders without charge in the
investor relations section of the
Patterson website
(www.pattersoncompanies.com)
or by writing to: R. Stephen
Armstrong, Executive Vice President
and Chief Financial Officer
This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-
looking statements are information of a non-historical nature and are subject to risks and uncertainties which are beyond
the Company’s ability to control. The Company cautions shareholders and prospective investors that the following factors,
among others, may cause actual results to differ materially from those indicated by the forward-looking statements: the ability
to integrate recent acquisitions into Patterson’s operations in a timely manner; competition within the dental, veterinary,
and rehabilitative and assistive living supply industries; changes in the economics of dentistry, including reduced growth in
expenditures by private dental insurance plans, the effects of economic conditions and the effects of healthcare reform,
which may affect future per capita expenditures for dental services and the ability and willingness of dentists to invest in
high-technology products; the effects of healthcare related legislation and regulation which may affect expenditures or
reimbursements for rehabilitative and assistive products; changes in the economics of the veterinary supply market, including
reduced growth in per capita expenditures for veterinary services and reduced growth in the number of households owning
pets; the ability of the Company to maintain satisfactory relationships with its sales force; unexpected loss of key senior
management personnel; unforeseen operating risks; and risks associated with the dependence on manufacturers of the
Company’s products. Forward-looking statements are qualified in their entirety by the cautionary language set forth in the
Company’s filings with the Securities and Exchange Commission.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2011
OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
Commission File No. 0-20572
PATTERSON COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of
incorporation or organization)
41-0886515
(I.R.S. Employer
Identification No.)
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address of principal executive offices including Zip Code)
Registrant’s telephone number, including area code: (651) 686-1600
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $.01
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act Yes ‘ No È
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, and (2) has been subject to such filing requirements for the past
90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted 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 and post such
files). Yes È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K È
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer È
Non-accelerated filer ‘
Accelerated filer ‘
Smaller reporting company ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ‘ No È
The aggregate market value of voting stock held by non-affiliates of the registrant, computed by reference to the closing sales
price as quoted on the NASDAQ Global Select Market on October 30, 2010, was approximately $3,185,000,000. (For purposes of
this calculation all of the registrant’s officers, directors, presidents of operating units and 10% owners known to the Company are
deemed affiliates of the registrant.)
As of June 24, 2011, there were 119,941,874 shares of Common Stock of the registrant issued and outstanding.
Portions of the registrant’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the
registrant’s fiscal year-end of April 30, 2011 are incorporated by reference into Part III.
Documents Incorporated By Reference
FORM 10-K INDEX
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
REMOVED AND RESERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
Item 6.
Item 7.
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . .
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . .
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . .
Item 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
Item 9.
Item 9A.
Item 9B.
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
Item 10.
Item 11.
Item 12.
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MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . .
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Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
Item 14.
INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PRINCIPAL ACCOUNTING FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXHIBITS, FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15.
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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2
Item 1.
BUSINESS
PART I
Certain information of a non-historical nature contained in Items 1, 2, 3 and 7 of this Form 10-K includes
forward-looking statements. Reference is made to Item 1A—Risk Factors and Item 7—Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Factors that May Affect Future
Operating Results and Item 1A—Risk Factors, for a discussion of certain factors that could cause the Company’s
actual operating results to differ materially from those expressed in any forward-looking statements.
General
In June 2004, the Company changed its corporate name from Patterson Dental Company to Patterson
Companies, Inc. (“Patterson” or the “Company”). Patterson retained its existing NASDAQ stock symbol—
PDCO. The corporate name change was adopted to reflect Patterson’s expanding base of business, which now
encompasses the veterinary and rehabilitation supply markets, as well as its traditional base of operations in the
dental supply market. Patterson’s operating units include Patterson Dental, Webster Veterinary and Patterson
Medical.
Patterson is a value-added distributor serving three major markets:
• North American dental supply;
• U.S. companion-pet (dogs, cats and other common household pets) and equine veterinary supply;
• And the worldwide rehabilitation and assistive products supply market.
Unless otherwise indicated, all references to Patterson or the Company include its subsidiaries: Patterson
Dental Holdings, Inc., Direct Dental Supply Co., Patterson Dental Canada Inc., Patterson Dental Supply, Inc.,
Webster Veterinary Supply, Inc., PDC Funding Company, LLC, PDC Funding Company II, LLC, Patterson
Technology Center, Inc., Patterson Office Supplies, Inc., Webster Management LP, Patterson Medical Holdings,
Inc., Patterson Medical Supply, Inc., Sammons Preston Canada, Inc., Tumble Forms, Inc., Midland
Manufacturing Company Inc., Patterson Logistics Services, Inc., Williamston Industrial Center, LLC, Patterson
Global Ltd., Patterson Medical Ltd., Mobilis Healthcare Group Ltd., Halo Healthcare Ltd., County Footwear
Ltd., Dolphin Imaging Systems, LLC, Dolphin Practice Management, LLC, Kinetec SA, Ausmedic Australia
Pty., Auckbritt International Ltd., Metron Holding Pty., Metron Medical Australia Ltd., Metron Medical Co. Ltd.,
Physio Med Services Ltd., Days Healthcare Property Investments Ltd., PCI Limited I, LLC, PCI Limited II, LLC
and PCI Two Limited Partnership.
Patterson began distributing dental supplies in 1877. The modern history of the business dates to May 1985,
when the Company’s management and certain investors purchased the Company from a subsidiary of The
Beatrice Companies, Inc. Patterson became a publicly traded company in October 1992. The Company is a
corporation organized under the laws of the state of Minnesota.
The Company historically reported one operating segment, dental supply. In July 2001, the Company
purchased the veterinary supply assets of J. A. Webster, Inc., which became a reportable business segment. Then
in September 2003, the Company acquired AbilityOne Products Corp., creating a third business segment which
serves the rehabilitation supply market.
The Company’s three reportable segments, dental supply, veterinary supply and rehabilitation supply, are
strategic business units that offer similar products and services to different customer bases. Each business is a
market leader with a strong competitive position, serves a fragmented market that offers consolidation
opportunities and offers relatively low-cost consumable supplies, making the Company’s value-added business
proposition highly attractive to customers.
3
Shared Services Initiative
The Company has continued to consolidate its distribution infrastructure and business systems over the past
several years. With respect to the distribution infrastructure, beginning in fiscal 2005, the consolidation of
facilities began with a facility in Columbia, SC that replaced the individual dental and veterinary distribution
centers that were serving this region. As of April 30, 2011, there are eight facilities that serve two or three of the
Company’s business units. These strategically located facilities enable the Company to realize operating
efficiencies and improve customer service.
In fiscal 2008, the first shared sales branch office locations were established, enabling multiple business
units to operate at one physical location. As of April 30, 2011, there are ten shared locations and the Company
plans to leverage additional branch sharing between two or three business units in select markets in fiscal 2012
and beyond.
The Patterson Technology Center (“PTC”) has staff dedicated to support of the technology offerings of each
of the Company’s business units. Such technology product and service offerings have expanded in recent years
and will continue to be a focus of the Company. The PTC supports over 80,000 customers nationwide, with a
goal to resolve any situation in one call, whether the question or concern involves hardware, software, computer
networking or digital technology. The PTC is also the source for development of the various proprietary practice
management & patient education products that are offered by the business units, as well as customer order entry
systems deployed by the Company. In addition, in conjunction with the branch offices of the business units, the
PTC provides network installation and customer training.
Dental Supply
Overview
As Patterson’s largest business, Patterson Dental is one of the two largest distributors of dental products in
North America. The business has operations in the United States and Canada. Patterson Dental, a full-service,
value-added supplier to dentists, dental laboratories, institutions, and other healthcare professionals, provides:
consumable products (including x-ray film, restorative materials, hand instruments and sterilization products);
basic and advanced technology dental equipment; practice management and clinical software; patient education
systems; and office forms and stationery. Patterson Dental offers customers a broad selection of dental products
including more than 90,000 stock keeping units (“SKUs”) of which approximately 4,000 are private-label
products sold under the Patterson name. Patterson Dental also offers customers a full range of related services
including dental equipment installation, maintenance and repair, dental office design and equipment financing.
Patterson Dental markets its dental products and services through more than 1,500 direct sales representatives,
271 of whom are equipment specialists.
Patterson Dental has over 130 years of experience providing quality products and services to dental
professionals. Net sales of this segment have increased from $165.8 million in fiscal 1986 to approximately $2.2
billion in fiscal 2011 and profitability has increased from an operating loss in fiscal 1986 to operating income of
$272.2 million in fiscal 2011.
Patterson estimates the dental supply market it serves to be approximately $6.8 billion annually and that its
share of this market is approximately 33%. The underlying structure of the dental supply market consists of a
sizeable geographically dispersed number of fragmented dental practices and is attractive for the Company’s role
as a value-added, full-service distributor. According to the American Dental Association, there are over 185,000
dentists practicing in the United States. In Canada, there are approximately 18,000 licensed dentists according to
the Canadian Dental Association. The average general practitioner generated approximately $713,000 in annual
revenue in 2007, while the average specialty practitioner produces about $1,050,000. The Company believes that
a dentist uses between 5% and 7% of annual revenue to purchase consumable supplies used in the daily
operations of the practice. This translates into between $35,000 and $50,000 of supplies being purchased by the
average practice each year. The Company believes the average dental practitioner purchases about 40% of their
supplies from their top supplier.
4
Total expenditures for dental services in the United States increased from $31 billion in 1990 to $102 billion
in 2009. The Company believes that the demand for dental services, equipment and supplies will continue to be
influenced by the following factors:
• Demographics. The U.S. population grew from 235 million in 1980 to 309 million in 2010, and is
expected to reach 334 million by 2020. The median age of the population is also increasing and the
Company believes that older dental patients spend more on a per capita basis for dental services.
• Dental products and techniques. Technological developments in dental products have contributed to
advances in dental techniques and procedures, including cosmetic dentistry and dental implants.
• Demand for certain dental procedures. Demand is growing for preventive dentistry and specialty
services such as periodontic (the treatment of gums), endodontic (root canals), orthodontic (braces),
and other dental procedures that enable patients to keep their natural teeth longer and improve their
appearance.
•
Increased dental office productivity. The number of dentists per 100,000 persons in the U.S. is
forecasted to decline over the next two decades. As a result, the number of patients per dental practice
is expected to grow. For this reason dentists are showing an increased willingness to invest in dental
equipment and office infrastructure that can strengthen the productivity of their practices.
• Demand for infection control products. Greater public awareness as well as regulations and guidelines
instituted by OSHA, the American Dental Association and state regulatory authorities have resulted in
increased use of infection control (asepsis) products such as protective clothing, gloves, facemasks, and
sterilization equipment to prevent the spread of communicable diseases such as AIDS, hepatitis and
herpes.
• Coverage by dental plans. An increasing number of dental services are being funded by private dental
insurance. In 2010, approximately 54% of the U.S. population had some form of dental coverage.
Strategy
Patterson’s objective within the dental segment is to remain a leading national distributor of supplies,
equipment and related services in the market while continuing to improve its profitability and enhance its value
to customers. To achieve this objective, Patterson Dental has adopted a strategy of emphasizing its value-added,
full-service capabilities, using technology to enhance customer service, continuing to improve our own operating
efficiencies, and growing through internal expansion and acquisitions.
Emphasizing Value-Added, Full-Service Capabilities. Patterson Dental is positioned to meet virtually all of
the needs of dental practitioners by providing a full range of consumable supplies, equipment and software, and
value-added services. The Company believes that its customers value full service and responsive delivery of
quality supplies and equipment. Customers also increasingly expect suppliers to be knowledgeable about
products and services, and generally a superior sales representative can create a special relationship with the
practitioner by providing an informational link to the overall industry. The Company’s knowledgeable sales
representatives assist customers in the selection and purchase of supplies and equipment. In addition, the high
quality sales force allows Patterson to offer broader product lines. Since most dental practices lack a significant
degree of back office support, the convenience of our full-service capabilities enables dentists to spend more time
with patients and, thus, generate additional revenues.
Patterson Dental meets its customers requirements by delivering frequent, small quantity orders rapidly and
reliably from its strategically located distribution centers. Equipment specialists, service technicians and
technology trainers also support the Company’s value-added strategy. Equipment specialists offer consultation
on office design, equipment requirements and financing. Technology advisors from the branches provide
guidance on integrating technology solutions including practice management and clinical software, digital
5
radiography, custom hardware and networking into the dental practice. The Company’s experienced service
technicians perform equipment installation, maintenance and repair services including services on products not
purchased through Patterson.
Using Technology to Enhance Customer Service. As part of its commitment to providing superior customer
service, the Company offers its customers easy order placement. The Company has offered electronic ordering
capability to its dental supply segment since 1987 when it first introduced Remote Order Entry (REMOSM). The
Company believes that its computerized order entry systems help to establish relationships with new customers
and increase loyalty among existing customers. The remote order entry systems permit customers to place orders
from their offices directly to Patterson 24 hours a day, seven days a week. Over the years, the Company has
continued to introduce new order entry systems designed to meet the varying needs of its customers. Today the
Company offers four systems to the dental supply segment, eMAGINE®, REMOSM, PDXpress® and
www.pattersondental.com. Customers, as well as the Company’s sales force, use these systems. Over the years,
the number of orders transmitted electronically has grown steadily to approximately 74% of Patterson’s
consumable dental product volume or $925 million in fiscal year 2011.
In fiscal 2002, the Company introduced its newest order entry system, eMAGINE®. eMAGINE® has
become the standard platform for the sales representative and offers many new features and upgrades including:
up to three years of order history for the customer’s reference, faster searches for products and reports, order
tracking, instant information on monthly product specials, descriptions and photographs of popular products and
an electronic custom catalog, including a printable version with scannable bar codes.
For those dental customers not using eMAGINE®, the Company offers three alternative order entry
products. REMOSM gives customers direct and immediate ordering access through a personal computer to a
database containing Patterson’s complete inventory. PDXpress® is a handheld order entry system that eliminates
handwritten order forms by permitting a user to scan a product bar code from an inventory tag system or from
Patterson’s bar-coded catalog. Pattersondental.com affords the customer the convenience of researching and
ordering when not at the dental practice. These systems, including eMAGINE®, are provided at no additional
charge to customers who maintain certain minimum purchase requirements. The PTC develops and supports the
Company’s order entry systems.
The goal of the Company’s Internet strategy is to distribute information and service related products over
the Internet to enhance customers’ practices and to increase sales force productivity. The Company’s Internet
environment includes order entry, customer-loyalty program reports and services, access to “Patterson Today”
articles and manufacturers’ product information. Additionally, Patterson utilizes a tool, InfoSource, to provide
real time customer and Company information to the Company’s sales force, managers and vendors via the
Internet.
In addition to enhancing customer service, by offering electronic order entry systems to its customers, the
Company enables its sales representatives to spend more effective time with existing customers and to call on
additional customers.
The Company’s proprietary practice management and clinical software, EagleSoft®, is developed and
maintained by the PTC. The Company believes the PTC differentiates Patterson Dental from the competition by
positioning Patterson Dental as the only company providing a single-source solution for the high growth area of
digital radiography. This technology, which the Company expects to be installed eventually in most dental
offices, has a current market penetration of approximately 40%. Among its many specialized capabilities, the
PTC provides system configuration, as well as the seamless integration of all digital operatory components with
clinical software, including our EagleSoft® line. This integration creates an electronic patient database that
combines the patient’s front office record with digital information from the clinical x-ray, intra-oral camera,
CEREC® and other digital equipment. Patterson Dental also will design and install the network for the digital
x-ray system throughout the entire office and provides all required custom computer hardware for the system.
6
In addition, Patterson provides installation and customer training. The PTC provides a call center for
troubleshooting customer problems and arranging for local service. Beginning in 2011, customers can select
back-up services for their computerized systems through an offering from the PTC.
Software and digital radiography customers also have access to the support capabilities of the PTC. The
PTC provides support for our proprietary products as well as select branded product from our manufacturers. In
addition to troubleshooting problems through its customer call center, Patterson designs and configures local area
networks and assembles custom hardware. The PTC also develops and supports the Company’s order entry
systems.
Continuing to Improve Operating Efficiencies. Patterson Dental continues to implement programs designed
to improve our operating efficiencies and allow for continued sales growth over time. These programs include a
wide variety of initiatives from investing in management information systems to consolidating distribution
centers. Recent initiatives include upgrading the Company’s communications architecture, developing a new
technical service system, and implementation of the shared services concept.
The Company has improved operating efficiencies by converting its communications architecture to faster,
higher capacity data lines that combine voice and data transmissions. The Company has made substantial
progress in the development of field service management tools for its technical service operations. These tools
have allowed the Company to fundamentally change its technical service business processes, improving the
Company’s ability to coordinate the actions of its service technicians and enhancing customer service while
reducing the overall cost of operations.
An integral part of the Company’s shared services concept is the consolidation and leveraging of
distribution centers between the segments of the Company, which began several years ago. As of April 2011,
there are eight distribution centers that are shared between two or all three of the operating units. In addition, the
Company has begun to establish shared sales branch office locations between multiple segments. As a result of
these and other efforts, the Company expects to continue to improve its operating leverage and efficiencies going
forward.
Growing Through Internal Expansion and Acquisitions. Patterson Dental intends to continue to grow by
opening additional sales offices, hiring established sales representatives, hiring and training skilled sales
professionals as territory sales representatives, and acquiring other distributors in order to enter new, or more
deeply penetrate existing, geographic markets and expand its customer base. The Company believes that it is well
positioned to take advantage of expected continued consolidation in the dental distribution market. Over the past
25 years the Company has made a number of acquisitions, including the following:
Dental distribution acquisitions
•
Since 1987, Patterson has acquired over 30 dental products distributors in the United States and
Canada. These acquisitions have included the third largest dental dealer in the United States and the
second largest dental dealer in Canada, as well as regional and local dental dealers throughout North
America. As a result of these acquisitions, along with internal expansion, the Company is now one of
the two largest full service dental products distributors in both the United States and Canada.
Printed office products acquisitions
•
In October 1996, Patterson acquired the Colwell Systems division of Deluxe Corporation. Colwell
Systems, now known as Patterson Office Supplies, produces and sells a variety of printed office
products used in medical, dental and veterinary offices, as well as other clinical based settings.
7
Software acquisitions
•
•
•
In July 1997, Patterson Dental acquired EagleSoft, Inc., a developer and marketer of Windows®-based
practice management and clinical software for dental offices. EagleSoft’s operation, now known as the
Patterson Technology Center, is located in Effingham, Illinois. In December 2001, the Company
purchased Modern Practice Technologies, a company that provides custom computing solutions to the
dental industry. This acquisition helped Patterson to position itself to provide all of the custom
hardware and networking required for interfacing the entire dental office.
In May 2004, Patterson Dental acquired CAESY Education Systems, Inc., the leading provider of
electronic patient education services to dental practices in North America. Headquartered in
Vancouver, Washington, this business provides dental practices with a range of communications media
that educate patients about professional dental care, procedures and treatment alternatives with the goal
of influencing patient decisions about dental services and increasing the productivity of the dental
professional. Educational materials are communicated through CD/DVD media, computer programs
and the dentist’s web site. These materials can be used within the dental waiting room, at chair side and
in the patient’s home.
In December 2008, Patterson Dental acquired Dolphin Imaging Systems, LLC and Dolphin Practice
Management, LLC, the leading providers of 3D imaging and practice management software for
specialized dental practitioners, including orthodontists, oral maxillofacial surgeons and dental
radiologists. Dolphin’s imaging software maximizes the benefit of cone beam and other digital
photography and radiography systems. The Company believes there are no major competitors for
Dolphin’s full range of product. Additionally, certain elements of Dolphin’s imaging software can be
integrated into Patterson Dental’s current line of EagleSoft® software for general dental practitioners.
Products and Services
The following table sets forth the percentage of total sales by the principal categories of products and
services offered to dental segment customers:
Consumable and printed products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56% 56% 56%
33
33
11
11
34
10
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100% 100% 100%
2011
2010
2009
(1) Consists of other value-added products and services including technical service and software maintenance.
Consumable and Printed Products
Dental Supplies. Patterson offers a broad product line of consumable dental supplies such as x-ray film and
solutions; impression materials; restorative materials (composites and alloys); hand instruments; sterilization
products; anesthetics; infection control products such as protective clothing, gloves and facemasks; paper, cotton
and other disposable products; toothbrushes and a full line of dental accessories including instruments, burs, and
diamonds. In addition to representing a wide array of branded products from numerous manufacturers, Patterson
also markets its own private label line of dental supplies including anesthetics, instruments, preventive and
restorative products, and cotton and paper products. The private label line is used to complement the branded
products where the customer is seeking a lower cost alternative on a product that has become commoditized in
the market. Compared to most name brand supplies, the private label line provides lower prices for the
Company’s customers and higher margins for the Company.
8
Printed Office Products. Patterson Dental provides a variety of printed office products, office filing
supplies, and practice management systems. Products include custom printed products, insurance and billing
forms, stationery, envelopes, business cards, labels, file folders, appointment books and other stock office supply
products. Products are sold through two channels:
• The Company’s dental sales force
• Direct mail catalogs distributed to over 100,000 customers several times a year
A staff of telemarketing personnel located in Champaign, Illinois supports both channels. Orders are
received by telephone, through the mail or electronically from the distribution order processing system.
Equipment and Software
Dental Equipment. Patterson Dental is the largest supplier of dental equipment in the U.S. and Canada. It
offers a wide range of dental equipment products including x-ray machines, high and low-speed handpieces,
dental chairs, dental handpiece control units, diagnostic equipment, sterilizers, dental lights and compressors. The
Company also distributes newer technology equipment that provides customers with the tools to improve
productivity and patient satisfaction. Examples of such innovative and high productivity products include the
CEREC® family of products, a chair-side restoration system; digital imaging products (including intra-oral,
panoramic and 3-D or cone beam x-rays); and inter-oral cameras.
Software. Patterson Dental develops and markets its own proprietary line of practice management and
clinical software for dental professionals. Products include software for scheduling, billing, charting and capture/
storage/retrieval of digital images. The Company also sells software products developed by third parties
including Sidexis by Sirona and Dimax2 by Planmeca. These value-added products are designed to help achieve
office productivity improvements, which translate into higher profitability for the customer.
Hardware. Patterson Dental offers custom hardware and networking solutions required for integrating the
entire dental office. This product offering is available to all of the Company’s dental customers. This initiative
marked another step in Patterson’s overall strategy of providing customers with the convenience and cost-
effectiveness of a virtually complete range of products and value-added services and is one of the newest
components of Patterson’s single source solution for dental offices.
Patient Education Services. The CAESY® line of products offers patient education products and services.
These communications tools are designed to influence patient decisions about services in an efficient, cost-
effective manner.
Other
Software Services. Patterson Dental offers a variety of services to complement its software products such as
service agreements, software training, electronic claims processing and billing statement processing. These
services provide value to customers by allowing them to keep software products current, or receive payments
more rapidly while obtaining greater productivity.
Equipment Installation, Repair and Maintenance. To keep their practices running efficiently, dentists
require reliable performance from their equipment. All major equipment sold by Patterson includes installation
and Patterson’s 90-day labor warranty at no additional charge. Patterson also provides complete repair and
maintenance services for all dental equipment, whether or not purchased from Patterson, including 24-hour
handpiece repair service. In addition to service technicians who provide installation and repair services on basic
dental equipment, the Company has also invested in personnel who specialize in installing and troubleshooting
issues with technology solutions such as practice management software, digital imaging products, hardware and
9
networking. The goal of this group, which is comprised of both local service technicians and the Patterson
Technology Center, is to help customers integrate newer technology into their dental practices. The Patterson
Technology Center helps the customer minimize costly downtime by offering a single point of contact for post-
sale technology related issues.
Dental Office Design. Patterson provides dental office layout and design services through the use of a
computer-aided design (CAD) program. Equipment specialists can create original or revised dental office designs
in a fraction of the time required to produce conventional drawings. Customers purchasing major equipment
items receive dental office design services at no additional charge.
Equipment Financing. Patterson Dental provides a variety of options to fulfill its customers’ financing
needs. For qualified purchasers of equipment, the Company will arrange financing for the customer through
Patterson or a third party. For non-equipment related needs, such as for working capital or real estate, customers
are referred to a third party organization. This alternative allows the Company to offer its customers convenience
while still meeting their diverse financing needs. In fiscal 2011, the Company originated approximately $260
million of equipment finance contracts in the United States. The Company, or its vendor partner, financed
approximately 40% of the equipment purchased by customers during fiscal 2011.
Since November 1998, Patterson has maintained one or more finance referral agreements with outside
finance companies to provide a more extensive selection of finance opportunities to its customers. This might
include financing for practice transition transactions, working capital, leasing, real estate and long-term capital.
Currently this service is provided by Wells Fargo Practice Finance, a division of Wells Fargo Bank N.A. There
are no recourse provisions under this agreement. Patterson receives referral fees under this agreement and Wells
Fargo extends credit and services the accounts.
Patterson generally does not hold the finance contracts initiated on equipment transactions for the duration
of the contract. These contracts have generally been sold to either a commercial paper conduit, or to a group of
banks.
Patterson created a special purpose entity (“SPE”), PDC Funding Company, LLC, a wholly-owned and fully
consolidated subsidiary, and entered into a Receivables Purchase Agreement in order to participate in the
commercial paper conduit. The Company transfers finance contracts it originates to the SPE. In turn, the SPE
sells the contracts to the commercial paper conduit. As of April 30, 2011, the maximum outstanding capacity of
this arrangement at any one time is $500 million. There is no recourse to the Company for contracts purchased by
the commercial paper conduit, but there is a deferred purchase price by the conduit equal to approximately 16%
of the principal of these contracts.
A second special purpose entity, PDC Funding Company II, LLC, sold contracts through a Contract
Purchase Agreement to a group of banks. The agreement operated similarly to the Receivables Purchase
Agreement described above, except that the capacity was $110 million. In the fourth quarter of fiscal 2010, this
agreement was amended such that no additional contracts will be sold, but the remaining contracts previously
sold and outstanding under the agreement will continue to run out under the agreement.
Patterson services the customer contracts under both of the preceding arrangements for which it receives a
fee that approximates its cost for providing the service.
Sales and Marketing
During fiscal 2011, Patterson Dental sold products or services to over 120,000 customers in the U.S. and
Canada who made one or more purchases during the year. Patterson Dental’s customers include dentists, dental
laboratories, institutions and other healthcare professionals. No single customer accounted for more than 1% of
sales during fiscal 2011, and Patterson Dental is not dependent on any single customer or geographic group of
10
customers. The Company’s sales and marketing efforts are designed to establish and improve customer
relationships through personal interaction with its sales representatives and frequent direct marketing contact,
which underscores the Company’s value-added approach.
Patterson Dental has over 90 local offices throughout the U.S. and Canada so that it can provide a presence
in the market and decision making near the customer. These offices, or branches, are staffed with a full
complement of Patterson Dental capabilities, including sales, customer service and technical service personnel,
as well as a local manager who has broad decision making authority with regard to customer related transactions
and issues.
A primary component of Patterson Dental’s value-added approach is its sales force. Due to the fragmented
nature of the dental supply market, Patterson believes that a large sales force is necessary to reach potential
customers and to provide full service. Sales representatives provide an informational link to the overall industry;
assist practitioners in selecting and purchasing products and help customers efficiently manage their supply
inventories. Each sales representative works within an assigned sales territory under the supervision of a location
(branch) manager. Sales representatives are all Patterson Dental employees and are generally compensated on a
commission basis, with some, less experienced, representatives receiving a base salary and commission.
To assist its sales representatives, Patterson Dental publishes a variety of catalogs and fliers containing
product and service information. Dental customers receive a full-line product catalog containing over 30,000
inventoried items. The catalog includes pictures of products, detailed descriptions and specifications of products
and is utilized by practitioners as a reference source. Selected consumable supplies, new products, specially
priced items and high demand items such as infection control products are promoted through merchandise fliers
printed and distributed bi-monthly. In addition, dental equipment sold by Patterson is featured in Patterson’s
tri-yearly publication, Patterson Today, which also includes articles on dental office design, trends in dental
practice, products and services offered by Patterson and information on equipment maintenance.
To enhance the total value it brings to its customers, Patterson Dental offers a value-added benefit program
for its preferred customers. A new program, Patterson Advantage®, replaced the former Patterson PlusSM
program effective January 2009. The Patterson Advantage® program enables members to earn “Advantage
Dollars” which can be applied toward future purchases of equipment and technology products. The Patterson
Advantage® program also entitles its best customers to priority technical services, automated supply management
summary reports, educational materials and a variety of exclusive discount offers.
Distribution
Patterson Dental believes that responsive delivery of quality supplies and equipment is a key element to
providing complete customer satisfaction. Patterson Dental ships dental consumable supplies from ten
strategically located distribution centers in the U.S. and two in Canada. Orders for consumable dental supplies
can be placed by telephone or electronically 24 hours a day, seven days a week. Printed office products are
shipped from the Company’s manufacturing and distribution facility in central Illinois.
All orders are routed through Patterson’s centralized computer ordering, shipping and inventory
management systems, which are linked to each of the Company’s strategically located distribution centers. If an
item is not available in the distribution center nearest to the customer, the computer system automatically directs
fulfillment of the item from another center. Rapid and accurate order fulfillment is another principal component
of the Company’s value-added approach. Patterson Dental estimates that 98% of its consumable goods orders are
shipped to the customer on time, which is generally within 24 hours.
In order to assure the availability of Patterson Dental’s broad product lines for prompt delivery to
customers, Patterson must maintain sufficient inventories at its distribution centers. Purchasing of consumables
and standard equipment is centralized and the purchasing department uses a real-time perpetual inventory system
11
to manage inventory levels. The Company’s inventory consists mostly of consumable supply items. By utilizing
its computerized inventory management and ordering systems, the Company is able to accurately predict
inventory turns in order to minimize inventory levels for each item.
Patterson Dental’s more than 90 dental sales offices are generally configured with display areas where the
latest dental equipment can be demonstrated. Dental equipment is generally custom ordered and is staged at the
Patterson Dental’s sales offices before delivery to dental offices for installation.
Sources of Supply
Effective purchasing is a key strategy the Company has adopted in order to achieve its objective of
continuing to improve profitability. The Company has a program to effectuate electronic data interchange (EDI)
with its major vendor partners. In fiscal 2011, the Company processed approximately 70% of its invoices from
dental vendors using EDI capabilities. In addition, approximately 60% of Patterson’s dental purchase order
volume was conducted employing EDI. Utilizing EDI allows the Company to improve efficiencies and reduce
administrative costs.
Patterson Dental obtains products from more than 1,000 vendors in the dental segment. Patterson has
exclusive distribution agreements with several quality dental equipment manufacturers including Sirona Dental
Systems, Inc. for CEREC® dental restorative systems and SchickTM digital x-rays. The Company is the only
national dealer for A-dec® equipment, including chairs, units and cabinetry. A-dec, Inc. is the largest
manufacturer of dental equipment in the U.S.
While the Company makes purchases from many suppliers and there is generally more than one source of
supply for most of the categories of products sold by the Company, the concentration of business with key
suppliers is considerable. The Company’s top ten supply vendors accounted for approximately 43% and 42% of
the cost of dental products sold in fiscal 2011 and 2010, respectfully. Of these ten, the top two vendors accounted
for 11% and 7% of both fiscal 2011 and fiscal 2010 cost of sales, respectively.
Competition
The highly competitive U.S. dental products distribution industry consists principally of national, regional
and local full-service and mail-order distributors. The dental supply market is extremely fragmented. In addition
to Patterson and one other national, full-service firm, Henry Schein Dental, a unit of Henry Schein, Inc., there are
at least 15 full-service distributors that operate on a regional level, and hundreds of small local distributors. Also,
some manufacturers sell directly to end users.
The Company approaches its markets by emphasizing and delivering a value-added model to the
practitioner. To differentiate itself from its competition it deploys a strategy of premium customer service, a
highly qualified and motivated sales force, experienced service technicians, an extensive breadth and mix of
products and services, accurate and timely delivery of product, strategic location of sales offices and distribution
centers, and competitive pricing.
The Company also experiences competition in Canada in the dental supply market. The principal competitor
is a national, full-service dental distributor, Henry Schein Ash Arcona, a unit of Henry Schein, Inc. The
Company believes it competes in Canada on essentially the same basis as in the United States.
Veterinary Supply
Overview
Webster Veterinary, or “Webster,” is a leading distributor of veterinary supplies to companion-pet (dogs,
cats and other common household pets) veterinary clinics in the United States. Management believes Webster is
the second largest distributor of companion-pet veterinary supplies nationally. In addition, through its fiscal 2005
acquisition of Milburn Distributions, Inc., Webster is the leading national equine distributor in the United States.
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Webster provides products used for the diagnosis, treatment and/or prevention of diseases in companion pets and
equine animals. Founded in 1946 and headquartered in Massachusetts, Webster has developed a strong brand
identity as a value-added, full-service distributor of a virtually complete range of consumable supplies,
equipment, diagnostic supplies, biologicals (vaccines) and pharmaceuticals. Webster’s product offering, totaling
more than 11,000 items, is sold by approximately 230 field sales representatives. In addition to its core business
of distributing veterinary products, Webster has a significant agency commission business with a few large
pharmaceutical manufacturers. Under the agency relationships, Webster typically earns a commission for
soliciting orders through its sales force. In the agency relationship, Webster processes the order to the
manufacturer but handles none of the product nor does Webster bill and collect from the customer. The agency
commissions that Webster earns range from 3% to 8%, a portion of which is shared with the direct sales
personnel. Webster’s agency commissions accounted for less than 1% of its net sales in fiscal 2011. Net sales by
Webster in fiscal 2011 were $674.9 million and operating income totaled $37.0 million.
The Company estimates the market for pharmaceuticals and supplies sold to companion animal and equine
veterinarians through distribution is approximately $3.2 billion on an annual basis. Based upon the estimated
$3.2 billion market, the Company believes its share of this market is approximately 21%. Similar to the dental
supply market, the veterinary supply market is fragmented and geographically diverse. There are approximately
84,000 veterinarians practicing at 27,000 animal health clinics. The vast majority, approximately 66% of
veterinarians, work in private animal health clinics specializing in small animals, predominately companion pets.
The average private veterinary practice generates approximately $823,000 of annual revenue. These practices
purchase between $80,000 and $120,000 of supplies each year, and similar to the dental practitioner, do not
maintain a large supply of inventory on hand. The typical veterinary practice purchases approximately 80% of its
supplies from its top two suppliers. The average purchase of consumables by the veterinary practice is noticeably
higher than that of the dental practitioner due predominately to pharmaceutical products which are administered
and dispensed by veterinarians.
Over the past 15 years, the demand for veterinary services has grown significantly faster than growth in the
overall economy. The companion pet segment is the fastest growing area of the overall U.S. veterinary supply
market. The Company believes this growth is sustainable due to the following favorable factors:
• Number of households with companion animals. The number of households with companion animals is
steadily expanding which increases the demand for veterinary services. Today, 60% of U.S. households
own a companion pet compared with 56% in 1988. Overall, 40% of all households in the U.S. own
more than one pet.
• Veterinary expenditures per household. The amount pet owners are willing to spend caring for their pet
is increasing substantially. The American Pet Products Manufacturers Association estimates that pet
owners will spend $50.8 billion in 2011 to care for the American pet population, a significant increase
compared to $17 billion spent in 1994.
• Veterinary products and techniques. Many new therapeutic and preventive products are being
developed for the companion animal market. Technological developments have resulted in new
innovative veterinary products and advances in veterinary services.
Strategy
Webster’s objective is to build a leading national position in the companion animal veterinary market
through internal expansion and acquisitions, while continuing to improve its profitability and enhance its value to
customers. Its key strategies and priorities for accomplishing this are to open new geographic markets, make
acquisitions that expand market share, emphasize value-added capabilities, consistently improve operating
efficiencies and broaden the product offering.
Growing Through Internal Expansion and Acquisitions. In April 2004, Webster acquired the assets of
ProVet, which was the companion animal veterinary supply division of Lextron, Inc. ProVet was a distributor
with locations in Indianapolis, Kansas City, Houston, Denver and Seattle. Management believes this acquisition
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made Webster the second largest distributor of companion-pet veterinary supplies in the U.S. This acquisition
added 44 sales representative territories expanding Webster’s geographic coverage to include the states of
Indiana, Illinois, Missouri, Kansas, Oklahoma, Colorado, Nevada, Idaho and Oregon. In addition, the acquisition
increased market coverage in Washington state and Texas where Webster already had a presence.
In October 2004, Webster acquired Milburn Distributions, Inc., the largest distributor specializing in the
U.S. equine veterinary supply market. Milburn’s annualized sales exceed $50 million. The company operates
facilities in Arizona, Kentucky, Texas and Florida. Most companion-pet and large animal veterinary supply
distributors have not successfully served the nation’s equine veterinarians due to the highly specialized nature of
this niche market. Milburn has capitalized on this opportunity by focusing exclusively on the unique needs of
equine veterinarians.
In fiscal 2006, Webster grew through both an acquisition and greenfield expansion. In December 2005, it
acquired Intra Corp., one of the nation’s leading developers of veterinary practice management software that is
marketed under the IntraVet® brand name. IntraVet® software has more than 1,600 installations nationwide and
furthers Webster’s strategy of establishing a value-added business platform similar to that of Patterson Dental.
Also in fiscal 2006, Webster developed business through a program of internal start-ups, including
operations in Ohio, Michigan and California. The expansion into California, which had been Webster’s largest
unserved market, was particularly successful and has made a solid contribution to Webster’s sales results.
During fiscal 2008, Webster acquired New England X-Ray, Inc. and Associated Medical Supply, Inc. New
England X-Ray expanded product and service offerings and Associated Medical Supply, Inc. strengthened
Webster’s competitive position in the southwestern U.S.
In October 2008, Webster acquired Columbus Serum Company, a full service distributor of companion-pet
veterinary supplies, equipment and pharmaceuticals. Columbus Serum, with sales of over $160 million, serves
veterinarians in the Midwest and mid-Atlantic regions and further strengthened Webster’s position in these
markets. Also in October 2008, Webster acquired Odyssey Veterinary Software, LLC, a developer and marketer
of Diagnostic Imaging Atlas (“DIA®”) software. DIA® software encompasses over 2,000 3D clinical animations
and images, which enable the veterinarian to more fully explain and illustrate the pet’s diagnosis and recommend
treatment to their clients.
In April 2010, the Company made a minority equity investment of 33.3% in VetSource, a leading North
American provider of integrated specialty pharmacy distribution, including home delivery capabilities.
In fiscal 2011, Webster acquired ePet Records, LLC. Rebranded as ePetHealth, this innovative
communication platform provides practitioners with a secure Internet portal for their clients to access their pets
medical information 24/7 plus descriptive, easy-to-understand resources and educational materials with 3D
graphics. Veterinarians can also send their clients automated electronic health service and appointment
reminders, eNewsletters and health education articles and videos.
Emphasizing Value-Added, Full-Service Capabilities. Webster believes that veterinary customers value full
service and responsive delivery of product, in addition to competitive prices. Customers also increasingly expect
suppliers to be knowledgeable about products and services, and generally a superior sales representative can
create a special relationship with the practitioner by providing an informational link to the overall industry.
Webster’s knowledgeable sales representatives assist customers in the selection and purchasing of supplies. Most
veterinarians are independent, or small unit based, practitioners who are unable to store and manage large
volumes of supplies in their offices. Webster meets its customer’s requirements by delivering frequent, small
quantity orders rapidly and reliably from strategically located distribution centers. In addition, the recently
acquired DIA® and ePet Records products and services described above further broaden Webster’s value-added
platform.
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Continuing to Improve Operating Efficiencies. Webster continuously pursues opportunities to lower costs
and improve efficiencies. As of April 2011, Webster shares seven distribution facilities with one or both of the
other operating units. The unit has also deployed the eMAGINE® order entry system for its customers and sales
personnel. Today, 20% of the orders processed by Webster are processed through eMAGINE. In addition, a
customer system that can be used by multiple business segments but maintains the same look and feel of the
eMAGINE® system has been fully deployed within the unit. The system provides customer support staff with
integrated customer information on one screen.
Broaden the Product Line. Webster continuously seeks to broaden its portfolio of product offerings to
maximize the opportunities within its existing customer base. In fiscal 2005, Webster successfully launched its
private label initiative to supply veterinary customers with quality consumable goods (white goods, exam gloves,
sutures, surgical blades and microscope slides) at value prices. Private label offerings have since been expanded
and are expected to continue to grow. Management believes that product innovation allows Webster to maintain
its competitive position and helps fuel internal growth. Management also believes that its emphasis on new
product offerings enables its sales force to remain effective in creating demand among veterinarians.
Broadening the product line also includes bringing new, innovative services to the customer to allow them
to generate greater revenues and profitability from their practice. As Webster continues to expand and build its
equipment business, it has added clinic and hospital design capabilities and technical service personnel to install
and repair equipment that is sold by Webster as well as by others. With the acquisitions of the IntraVet® practice
management and DIA® software products, new services and revenue opportunities have become possible.
Products and Services
The following table sets forth the percentage of total sales by the principal categories of products and
services offered to veterinary segment customers:
Consumable and printed products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94% 94% 94%
5
5
1
1
5
1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100% 100% 100%
2011
2010
2009
Consumable and Printed Products
Webster offers its customers a broad selection of veterinary supply products including consumable supplies,
pharmaceuticals, diagnostics, biologicals, flea and tick preventatives, and pet wellness and therapeutic diets.
Consumable supplies distributed by Webster include lab supplies, various types and sizes of paper goods, needles
and syringes, gauze and wound dressings, sutures, latex gloves, orthopedic and casting products. Webster’s
pharmaceutical products include anesthetics, antibiotics, injectibles, ointments and nutraceuticals. The
diagnostics product category includes on-site testing products for heartworm, FIV, FELV and Parvo- virus.
Biological products are comprised of vaccines and injectibles. Many of the office supply products sold by
Patterson Office Supplies are also offered to the veterinary supply market.
Equipment and Software
Webster sells equipment for hospital, laboratory and general surgical use within the veterinary practice.
Webster offers innovative, quality equipment that differentiates Webster from the competition. About 50% of
veterinary equipment orders are drop shipped directly to the customer, of which 15% are custom ordered from
the manufacturer. The other half of veterinary equipment is distributed in a manner similar to consumable
supplies. Webster has expanded its software offerings through acquisitions to include IntraVet® practice
management software and DIA® software.
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Other
Other products and services include commissions earned on agency sales, equipment repair revenues,
software maintenance contract revenue and freight recovery on shipments to customers.
Sales and Marketing
A primary component of Webster’s value-added approach is its sales force. Due to the fragmented nature of
the veterinary supply market, Webster believes that a large sales force is necessary to reach potential customers
and to provide full service. Sales representatives provide an informational link to the overall industry, assist
practitioners in selecting and purchasing products, and help customers efficiently manage their supply
inventories. Each representative works within an assigned sales territory under the supervision of a location
(branch) manager. Sales representatives are employees and are generally compensated on a commission basis,
with some, less experienced, representatives receiving a base salary and commission.
To assist its sales representatives, Webster publishes a catalog, which contains approximately 11,000 SKUs.
This catalog includes detailed descriptions and specifications of products and is utilized by practitioners as a
reference source. Selected consumable supplies, new products, specially priced items and high demand items are
promoted through merchandise fliers printed and distributed monthly.
Webster’s website was built upon the proven technology of the Patterson Dental website and the site allows
customers the ability to order items 24 hours a day, seven days a week. The website also incorporates value-
added functions that permit customers to check their invoice, payment and credit history, build a “shopping list”
of frequently purchased items and track their order status.
Distribution
As of April 30, 2011, veterinary products were stocked and shipped out of twelve distribution centers. The
distribution of veterinary products is complemented by telesales representatives who are responsible for
processing approximately 70% of customer orders in this segment. In order to meet the rapid delivery
requirements of customers, most consumable products are delivered within 24 hours. Webster estimates that
approximately 97% of its consumable orders are delivered to the customer on time.
Sources of Supply
Webster obtains products from nearly 575 vendors. While Webster makes purchases from many suppliers
and there is generally more than one source of supply for most of the categories of products, the concentration of
business with key suppliers is considerable. In fiscal 2011 and 2010, Webster’s top 10 veterinary supply
manufacturers comprised 67% and 66%, respectively, and the single largest supplier comprised 13% and 14%,
respectively, of the total cost of veterinary supply sales.
Competition
Within the “companion pet” market segment, competitors range from small local distributors to large
national and regional full-service companies, and to a lesser extent, mail order distributors or buying groups.
Webster also competes directly with pharmaceutical companies who sell certain products directly to the
customer.
The Company approaches its markets by emphasizing and delivering a value-added model to the
practitioner. To differentiate itself from its competition it deploys a strategy of premium customer service, a
highly qualified and motivated sales force, an extensive breadth and mix of products and services, accurate and
timely delivery of product, strategic location of sales offices and competitive pricing.
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Rehabilitation Supply
Overview
Patterson Medical is headquartered in Bolingbrook, Illinois, and is the world’s leading distributor of
rehabilitation medical supplies and non-wheelchair assistive products. Patterson Medical believes it offers the
most comprehensive range of distributed and self-manufactured rehabilitation products to health care
professionals globally. Its mission is to provide health care professionals and their patients with access to
products that improve peoples’ lives by helping them to attain their highest achievable level of independence,
safety and comfort. Patterson Medical operates as Sammons Preston and Medco Sports Medicine in North
America and Homecraft, Mobilis, Rolyan and Ausmedic in international markets.
Patterson Medical serves as the gateway through which over 30,000 rehabilitation products originating from
more than 1.500 suppliers and manufacturers are sold to a diverse customer base with an emphasis on physical
therapists (“PTs”) and occupational therapists (“OTs”). It offers its customers a “one-stop shop” through what it
believes to be the most comprehensive catalog in the industry, the largest direct sales force and the category’s
most efficient customer service and distribution operations. Major channels of distribution are acute care
hospitals, long-term care facilities, rehabilitation clinics, dealers and schools. In addition, Patterson believes
Patterson Medical’s reputation, global market presence and highly transferable business model will facilitate
entry into new markets.
Patterson Medical offers a wide range of differentiated, non-invasive products and expertise to users and
their health care providers, while focusing on niches, worldwide, where its capabilities, reputation and customer
partnerships can result in a competitive advantage. Its goal is to become its customers’ first choice for
rehabilitation medical supplies and assistive products in each of its chosen markets.
Patterson Medical is highly diversified with no single product, customer or purchasing group representing a
significant percentage of total revenue. In addition, given the relatively small average order size (approximately
$225), Patterson Medical’s products often do not represent a major expense category for its customers.
In March 2002, Patterson Medical completed the acquisition of the Smith & Nephew Rehabilitation
(“SNR”) division of Smith & Nephew PLC, and in doing so, acquired the Rolyan, Homecraft and Kinetec brand
names. The SNR acquisition added 3,500 additional products, as well as a broad array of other brand names and
proprietary products. The acquisition of SNR combined the two leading distributors of rehabilitation medical
supplies to create what Patterson believes is the only “one-stop shop” in the industry. Patterson Medical
manufactures or has exclusively manufactured for it products representing approximately 35% of its total
revenue and purchases products representing the remaining 65%. Approximately 73% of its revenue is in North
America.
Patterson Medical believes the rehabilitation medical supplies and assistive products industry is
approximately $5.6 billion worldwide and is expected to grow faster than the overall economy over the next
several years. Industry growth is driven by strong growth in the physical and occupational therapy markets and
favorable demographic trends associated with the aging of the baby-boom generation. Patterson Medical does not
participate in all product segments, so its addressable market (defined as the collective market for products sold
by Patterson Medical) is approximately $3.4 billion worldwide. Patterson Medical believes that it has an industry
leading market share of approximately 15% in a highly fragmented rehabilitation and assistive products market.
Patterson Medical believes that the demand for rehabilitation products will continue to be influenced by the
following factors:
• Favorable Demographics. Favorable demographic trends such as extended life expectancy, active
lifestyles and a general willingness to spend discretionary income on health care and well being, are
expected to contribute to increased demand for products distributed by Patterson Medical. Specifically,
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the aging baby-boomer population, together with their increased disposable income and desire for
independence, will fuel product purchases to assist with the frailties associated with old age and
provide sustained sales growth.
The U.S. Census Bureau has projected the 85 and older population in the U.S. to increase significantly,
from less than 6 million in 2010 to 14 million by 2040 and 19 million by 2050. The 65 to 84 year old
population is expected to more than double between 2010 and 2040. Current trends indicate that these
age groups represent the majority of home and community-based health care patients.
The aging of the population is a revenue growth driver because approximately 10% of people over the
age of 65 and approximately 50% of people over the age of 85 need assistance with everyday activities.
Patterson Medical believes it is well positioned to benefit from this trend by providing aids to daily
living, namely dressing devices; toileting, dining, bathing aids; and grooming devices, all of which
promote greater patient independence, improved patient responsibility and improved responsiveness to
treatment.
Increasing Number of PTs and OTs, Patterson Medical’s Primary User Groups. According to the U.S.
Department of Labor Occupational Outlook Handbook, there were approximately 185,000 PTs and
104,000 OTs in the U.S. in 2008. Approximately 60 percent of PTs were employed in either hospitals
or offices of physical therapists. The remaining 40 percent of PTs was employed in home health
agencies, outpatient rehabilitation clinics, physician offices and nursing homes. The majority of OTs
work in hospitals, including many in rehabilitation and psychiatric hospitals. The remaining OTs work
in outpatient occupational therapy offices and clinics, schools, home health agencies, nursing homes,
community mental health centers, adult day care programs, job training services and residential care
facilities. The demand for PTs and OTs is expected to remain strong largely driven by the (i) increase
in the number of individuals with disabilities or limited function requiring therapy services; (ii) rapidly
growing elderly population which is particularly vulnerable to chronic and debilitating conditions that
require therapeutic services; (iii) baby-boom generation which is entering the prime age for heart
attacks and strokes, increasing the demand for cardiac and physical rehabilitation; (iv) advances in
medical technology which permit treatment of more disabling conditions; and (v) widespread interest
in health promotion.
Increasing Frequency of Reconstructive and Implant Surgery. Another important driver of the growth
in the PT market is the growing need for rehabilitation products resulting from the increasing
frequency of reconstructive implant procedures, including hip and knee replacements. The worldwide
reconstructive implant market is currently in excess of $5.0 billion and expected to grow between 7%
and 8% annually. This growth trajectory is largely driven by favorable demographics, as patient
populations are expanding at both ends of the age spectrum. Among seniors, more active lifestyles and
longer life expectancies are responsible for the increasing frequency of reconstructive implants.
Younger patients are opting for reconstructive implants over less invasive alternatives due to improved
and longer lasting implant technology. Patterson Medical believes it is well positioned to benefit from
the growth in reconstructive implants, by providing orthopedic products, namely Continuous Passive
Motion machines and splinting, which are critical to post-operatory rehabilitation.
•
•
International Operations
Patterson Medical’s international operations are based in the United Kingdom (“U.K.”) and are made up of
three divisions: Homecraft in the U.K., Kinetec in France and Ausmedic in Australasia. The international
operations broadly reflect the same business model as used in the North American market. In the U.K., France
and Australia, operations include sales and marketing, customer service, distribution, purchasing and
administration. France also includes a self contained manufacturing unit.
Homecraft is a leading supplier of aids to daily living (“ADL”) and rehabilitation products in the U.K., and a
significant player in the international markets. Having developed and designed many proprietary products,
Homecraft is the prime source for numerous established and market leading ADL brands, including products sold
18
under the Sammons Preston Rolyan brand. The Homecraft catalog offers a broad line of ADL, therapy,
rehabilitation and pediatric products containing over 10,000 items. Their catalog is circulated to PTs, OTs, loan
equipment stores and private clinics, trade outlets and the general public.
Homecraft’s central sales and marketing strategy is to provide a “one-stop shop” proposition to hospitals,
local government and trade customers throughout the U.K. Customers are reached through a combination of mail
order, a 54 person sales force, telemarketing and in-market promotional and exhibition activity.
In April 2009, Homecraft acquired Mobilis Healthcare, further increasing Homecraft’s presence in the U.K.
While Homecraft has historically been focused on occupational therapy, Mobilis has a strong position in the
physical therapy market.
In June 2010, Homecraft acquired the rehabilitation businesses of DCC Healthcare. The acquired DCC
businesses, Days Healthcare, Physiomed and Ausmedic rank among the leaders in their overseas markets,
providing assistive living products and rehabilitation equipment and supplies to hospitals, physical and
occupational therapists, long-term care facilities, dealers and consumers in the U.K., continental Europe,
Australia, New Zealand and other international markets.
Kinetec consists of two operations, the manufacturing and distribution of Continuous Passive Motion
machines (“CPMs”) for sale on a worldwide basis and the sale and distribution of Sammons Preston Rolyan and
Homecraft products in France. Products are marketed to customers through product brochures, mailings, tele-
marketing and a sales force that covers the French rehabilitation market.
Strategy
Patterson Medical’s objective is to be the customers’ first choice for rehabilitation medical supplies and
non-wheelchair assistive products in each of its chosen markets. It intends to continue its growth through internal
expansion and acquisitions in both rehabilitation and related products.
Emphasizing Value-Added, Full-Service Capabilities. Patterson Medical currently offers their customer a
“one-stop shop” for products through their industry leading catalog with over 20,000 items, focused primarily on
physical and occupational therapy products. Patterson Medical adds new products each year to its ever-expanding
catalog and is committed to doing so long-term. Consistent with Patterson Medical’s current product offering,
some of these new products are branded, exclusive or self-manufactured.
Patterson Medical recognizes that different customer groups have very different economic, product,
distribution channel requirements and treatment goals. Patterson Medical proactively attempts to anticipate and
flexibly respond to the diverse needs of its customers, while focusing on niches, worldwide, where its
capabilities, reputation and customer partnerships can result in a competitive advantage. As such, Patterson
Medical foresees an on-going evolution of its product offerings to meet the ever-increasing demands of its
diverse customer segments.
Improving Operating Efficiencies. Patterson Medical’s proprietary products, which consist of self-
manufactured products, products manufactured for Patterson Medical and products sold through exclusive
distribution arrangements represent approximately 35% of total revenues. Over the past several years, Patterson
Medical made investments in new sales and marketing programs as a part of its accelerated adoption of
Patterson’s value-added strategy, including the expansion of its sales force and the establishment of a branch
office structure. The Company believes these investments will result in additional sales and operating efficiencies
into the future.
As of April 2011, the unit is distributing products from four shared distribution facilities that distribute
products for two or all three Patterson operating units. In addition, the first shared branch office location was
created late in fiscal 2007 in Northern California. This shared branch location includes both dental and
19
rehabilitation segment personnel, while allowing the two units to share in certain common expenses. As of April
2011, Patterson Medical now shares eight branch facilities.
Growing Through Internal Expansion and Acquisitions. Patterson Medical believes it is well positioned to
expand in its core markets. Patterson Medical’s market presence, clinical understanding and close customer
relationships allow it to anticipate and flexibly respond to the diverse needs of its customers. Patterson Medical
believes its market knowledge, strong vendor relationships and manufacturing capabilities will continue to drive
the delivery of value-added solutions through the continual enrichment of its product mix. Additionally,
Patterson Medical believes its broad portfolio of national accounts and commitment to expand its sales force will
enhance Patterson Medical’s growth and penetration within its current and new customer base.
Patterson Medical acquired Homecraft and Kinetec as part of the SNR transaction. Patterson Medical is
leveraging this platform to accelerate international expansion, in terms of both product lines and geographic
regions. Since the SNR transaction, Patterson Medical has added over 550 pages of new products to the
Homecraft catalog. Homecraft and Kinetec brought with them a proven capability to source products at very
favorable costs and at high levels of quality from China, which has resulted in meaningful cost savings. Patterson
Medical’s management team believes its business model is transferable to other countries, and is using
Homecraft to cultivate new relationships through an enhanced product array, sales effort, distribution capabilities
and catalog expertise.
In May 2004, Patterson Medical acquired the assets of Medco Supply Company, Inc., or “Medco,” from
NCH Corporation. With sales of approximately $60 million, Medco is one of the nation’s leading sports
medicine distributors and is based in Buffalo, New York. In addition to its sports medicine business, it sells first
aid, safety and medical consumable products to commercial and institutional customers, as well as consumable
supplies and equipment to podiatrists. The complete product offering includes approximately 10,000 SKUs that
are sold through direct mail catalogs and 13 territory sales people. Medco markets to athletic trainers, schools
and school nurses, daycare providers and healthcare professionals including podiatrists, chiropractors and
physical therapists.
Over the past five years, Patterson Medical has opened seventeen branch offices through acquisitions and
internal start-ups in desirable locations throughout the U.S. In November 2007, Patterson Medical acquired
PTOS® software, a leading line of practice management software for physical therapists.
In April 2009, Patterson Medical acquired Mobilis Healthcare, a U.K.-based business with sales of $28
million. Mobilis serves 12,000 customers in the U.K. and France and owns several leading brands that are sold
into its primary markets.
Patterson Medical acquired the rehabilitation business of Empi, Inc., with sales of approximately $30
million, in June 2009.
In June 2010, Patterson Medical acquired the rehabilitation business of DCC Healthcare, with combined
sales of approximately $70 million.
Products and Services
The following table sets forth the percentage of total sales represented by the principal categories of
products and services offered to rehabilitation segment customers:
Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69% 71% 69%
24
26
5
5
25
6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100% 100% 100%
2011
2010
2009
20
Consumables
Patterson Medical offers a large selection of supply products that can be categorized as follows:
• Aids to Daily Living—dressing devices, toileting, dining, bathing aids and grooming devices
• Orthopedic Soft Goods / Splints—braces, splints and orthotics for protecting, supporting and
positioning
• Clinical—products that assist in the examination and treatment of patients, such as exercise bands,
putty, weights, balls and mats
• Mobility—walkers, canes and wheelchair accessories such as gloves, trays and carrying bags
•
Pediatric Seating and Positioning—rolls, wedges, specialty seating and standers, and mobility
assistance products for special needs children. This category also includes sensory motor stimulation
products such as toys, crafts and devices to assist with balance.
• Modalities—products for heating and cooling therapies, electrical stimulation, laser, ultrasound,
paraffin, iontophoresis and therapeutic creams and lotions
Equipment and Software
Rehabilitation equipment consists of exercise, examination, treatment and therapy equipment and furniture.
These products include parallel bars, treatment tables, mat platforms, treadmills, stationary bicycles and CPMs.
The November 2007 acquisition of PTOS™ software added a line of practice management software to Patterson
Medical’s wide array of product offerings. In addition, certain acquisitions in the recent past have given the unit
access to premium equipment lines that were previously unavailable to Patterson Medical.
Other
Other products and services include equipment repair revenues, software maintenance contract revenue and
freight recovery on shipments to customers.
Sales and Marketing
Its customers generally know Patterson Medical as Sammons Preston in the U.S. and Canada, and
Homecraft in the remainder of the world. The Sammons Preston and Homecraft business models, which
Patterson Medical employs in the U.S., Canada and the U.K., have successfully driven revenue growth and
profitability.
A core element of Sammons Preston’s strategy is to maintain the most comprehensive single catalog of
rehabilitation products and supplies. The catalog, published for over 50 years, is considered the gold standard of
the industry and features the most comprehensive product offering with longstanding industry leading positions
and recognized brand names. The product management group works closely with customers, suppliers and the
sales force to evaluate new products for inclusion in Sammons Preston’s product offering. Sammons Preston
adds approximately 2,000 new products to the catalog each year.
Patterson Medical has an experienced sales force, national account contracts with major customer groups,
unmatched customer service within the industry and the proven ability to introduce new products each year,
allowing Patterson Medical to compete across the entire spectrum of the rehabilitation medical supplies and
non-wheelchair assistive products industry.
A key priority has been the expansion of the field sales force, which has grown by more than 100 sales
representatives since late in fiscal 2006 and now totals nearly 280 worldwide. New sales representatives are
generally hired from the ranks of physical and occupational therapists, manufacturer representatives and others
with extensive industry knowledge.
21
Patterson Medical began developing a branch office structure in fiscal 2007 through a combination of
internal start-ups and dealer/distributor acquisitions. Similar to a dental branch, these offices have a showroom,
commissioned sales staff and service department that provides equipment installation, repair and warranty
service for equipment manufacturers.
Sammons Preston’s national accounts group collaborates with its sales force to meet the changing needs of
its expanding account base. Sammons Preston’s U.S. national accounts program is staffed by seasoned
professionals who have developed a comprehensive portfolio of contracts. Furthermore, the integrated Sammons
Preston organization has national contracts with major purchasing groups within each submarket, including
hospitals, nursing homes and dealers.
For many years, Sammons Preston and SNR had the only national sales forces in the U.S. dedicated to the
clinical education and the sale of products to institutionally based PTs and OTs. With the acquisition and
integration of SNR, Patterson Medical’s clinical presence and sales capability have been enhanced with a broader
product offering and a more complete range of proprietary brands. The Patterson Medical sales professionals,
many of whom are therapists, are located throughout the U.S. and Canada. These sales professionals have
utilized the extensive product line and the comprehensive national contracts portfolio to establish direct sales to
U.S. hospitals, nursing homes and rehab clinics. Patterson Medical also sells to national healthcare distributors
and local dealers.
The rehabilitation medical supplies and non-wheelchair assistive products that Patterson Medical offers are
generally not subject to direct reimbursement pressures from Medicare and Medicaid. Patterson Medical does not
engage in third-party billing and collection activities, but sells to customers, including dealers, who provide this
service.
The rehabilitation medical supplies and non-wheelchair assistive products industry is highly fragmented. No
one manufacturer, distributor or customer represents a significant portion of Patterson Medical’s revenue.
To enhance the total value it brings to its customers, Patterson Medical created a value-added benefit
program for its preferred customers. The Patterson Advantage® program from Patterson Medical entitles its best
customers to discount pricing and cash rebates, priority service scheduling, supply management summary reports
and continuing education course discounts.
Distribution
Patterson Medical’s distribution process centers on its ability to fill small unit size and small dollar amount
orders. In the U.S., over 6,000 packages ship daily from five locations. A majority of products are shipped out of
an eastern Pennsylvania distribution center that is shared among all three Patterson operating units. Patterson
Medical moved into this facility during fiscal 2007, at which time an existing distribution center located in
Bolingbrook, IL was closed. In fiscal 2009, Patterson Medical moved into a Dinuba, California distribution
center that carries a full line of rehabilitation products. Certain high volume product is distributed from other
multi-segment facilities within the Patterson Logistics distribution network. Approximately 95% of the packages
in the U.S. ship via UPS.
Patterson Medical’s call center operates from 7am – 7pm Monday through Friday, processing in excess of
2,600 calls per day. In addition, the customer can order 24 hours a day through Patterson Medical’s Internet
websites. The combination of in-house staff and web ordering options provide customers with 24 hours a day,
seven days a week ordering capabilities. Approximately 34% of customer orders are through the web or EDI,
which has decreased call center activity, allowing us to provide more personalized service to our customers.
Sources of Supply
Among Patterson Medical’s core strengths is its ability to obtain premier products from vendors. Patterson
Medical purchases its products from over 1,500 suppliers and manufacturers. Although no single supplier
22
accounted for more than 5% of Patterson Medical’s total purchases in fiscal 2011, Patterson Medical frequently
is the largest single customer of these manufacturers. Suppliers view the ability to distribute their products
through Sammons Preston and Homecraft positively due to reputation, longstanding industry leading position,
comprehensive catalogs, national account contracts, sales force presence and distribution capabilities. Patterson
Medical continually works at strengthening its supplier relationships through the introduction of supplier
programs.
Competition
Patterson Medical operates in the highly fragmented rehabilitation medical supplies and non-wheelchair
assistive products industry. Patterson Medical’s competition is generally either locally or regionally focused.
Patterson Medical intends to pursue expansion opportunities when prudent in order to add products, customers
and capabilities, which will further differentiate Patterson Medical from its competition.
Patterson Medical believes it is the only national player to offer, “one-stop shopping” to its customers.
Patterson Medical’s national and international scale and purchasing power provide Patterson Medical with a
favorable cost position and strong pricing trends relative to its competition.
For further information on each of the Company’s three operating segments, and operations by geographic
area, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of
this document and Note 11 to the Consolidated Financial Statements.
Patterson Companies, Inc.
Trademarks
Patterson has registered with the United States Patent and Trademark Office numerous trademarks including
“Patterson®,” “PDXpress®,” “EagleSoft®” and “eMAGINE®.” With the addition of Patterson Medical, the
Company acquired the marks Sammons, Preston, Roylan, Homecraft and a number of other trade names and
trademarks. The Company believes that their trademarks are well recognized within their respective industries,
and are therefore valuable assets of the Company.
Employees
As of April 30, 2011, the Company had approximately 7,100 employees. Patterson has not experienced a
shortage of qualified personnel in the past, and believes that it will be able to attract such employees in the future.
None of Patterson’s employees are subject to collective bargaining agreements or represented by a union. The
Company considers its relations with its employees to be good.
Website
The Company makes available, free of charge, on its website, its Annual Report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably
practicable after the material is electronically filed with or furnished to the Securities and Exchange
Commissions. This material may be accessed by visiting the Investor Relations section of the Company’s website
at www.pattersoncompanies.com.
Information relating to corporate governance at Patterson, including our Principles of Business Conduct and
Code of Ethics, and information concerning our executive officers, directors and Board committees, and
transactions in Patterson securities by directors and officers, is available on or through our website
www.pattersoncompanies.com in the Investor Relations section.
Information maintained on our website is not being included as a part of, or incorporating it by reference
into, our Annual Report on Form 10-K.
23
Governmental Regulation
The marketing, distribution and sale of certain products sold by the Company are subject to the
requirements of various federal, state and local laws and regulations. The Company is subject to regulation by the
Federal Food and Drug Administration, the Drug Enforcement Administration and the U.S. Department of
Transportation. Among the federal laws which impact the Company are the Federal Food, Drug and Cosmetic
Act, which regulates the advertising, record keeping, labeling, handling, storage and sale of drugs and medical
devices which are distributed by the Company, and which requires the Company to be registered with the Federal
Food and Drug Administration; the Safe Medical Devices Act, which imposes certain reporting requirements on
the Company in the event of an incident involving serious illness, injury or death caused by a medical device
distributed by the Company; and the Controlled Substance Act, which regulates the record keeping, handling,
storage and sale of certain drugs sold by the Company, and which requires the Company to be registered with the
Drug Enforcement Administration. In addition, the transportation of certain products distributed by the Company
that are considered hazardous materials is subject to regulation by the U.S. Department of Transportation.
The Company also is required to be licensed as a distributor of drugs and medical devices by each state in
which it conducts business. In addition, several state Boards of Pharmacy require the Company to be licensed in
their state for the sale of animal health products within their jurisdiction. The Company is also subject to the
requirements of foreign laws and regulations, which impact the Company’s operations in those foreign countries
where the Company conducts business.
While the Company believes it is in substantial compliance with the laws and regulations which regulate its
business, and that it possesses all the licenses required in the conduct of its business, the failure to comply with
any of those laws or regulations, or the imposition of new laws or regulations could negatively impact the
Company’s business.
Executive Officers of the Registrant
Set forth below is the name, age and position of the executive officers of the Company as of June 29, 2011.
Scott P. Anderson . . . . . . . . . . . . . . . . . 44 President and Chief Executive Officer—Patterson Companies, Inc.
Peter L. Frechette . . . . . . . . . . . . . . . . . 73 Chairman of the Board—Patterson Companies, Inc.
R. Stephen Armstrong . . . . . . . . . . . . . . 60 Executive Vice President, Chief Financial Officer and
Treasurer—Patterson Companies, Inc.
Ranell Hamm . . . . . . . . . . . . . . . . . . . . 49 Vice President and Chief Information Officer—Patterson
Companies, Inc.
Jerome E. Thygesen . . . . . . . . . . . . . . . 53 Vice President, Human Resources—Patterson Companies, Inc.
Paul A. Guggenheim . . . . . . . . . . . . . . . 51 President—Patterson Dental Supply, Inc.
George L. Henriques . . . . . . . . . . . . . . . 50 President—Webster Veterinary Supply, Inc.
David P. Sproat . . . . . . . . . . . . . . . . . . . 44 President—Patterson Medical Products, Inc.
The officers of the Company are elected annually and serve at the discretion of the Board of Directors.
Background of Executive Officers
Scott P. Anderson became the Company’s Chief Executive Officer in April 2010 and was appointed to the
Board of Directors in June 2010. Mr. Anderson had held the position of President of the Company’s subsidiary,
Patterson Dental Supply, Inc., since June 2006 and previously held the positions of Vice President, Sales and
Vice President, Marketing of Patterson Dental Supply, Inc. Mr. Anderson joined Patterson in 1993 and currently
serves on the board of directors of the Dental Trade Alliance, the trade association of dental manufacturers,
distributors and laboratories.
24
Peter L. Frechette currently serves as our Chairman of the Board and has held that position since May of
1985. He served as Chief Executive Officer from September 1982 through May 2005 and as President from
September 1982 to April 2003. He has been one of our directors since March 1983. Prior to joining Patterson,
Mr. Frechette was employed by American Hospital Supply Corporation for 18 years, the last seven of which he
served as President of its Scientific Products Division.
R. Stephen Armstrong was elected Executive Vice President, Chief Financial Officer and Treasurer of the
Company effective July 1999. Before joining Patterson, Mr. Armstrong had been an Assurance Partner with
Ernst & Young LLP. Ernst & Young LLP is currently the Company’s independent registered public accounting
firm. Mr. Armstrong has been a director of Delphax Technologies, Inc. since 2000.
Ranell Hamm was elected Vice President and Chief Information Officer in June 2011. Prior to joining
Patterson, Ms. Hamm was Senior Director of Clinical Information Delivery for UnitedHealth Group since 2010.
Prior to UnitedHealth Group she was employed with Assurant, Inc. since 1986, where she was Senior Vice
President of Finance Systems & Services, IT Security; Chief Information Officer/Chief Operating Officer of
Shared Business Services; and Senior Vice President of Shared Services Organization.
Jerome E. Thygesen became Vice President, Human Resources, in March 2006. Prior to joining Patterson,
Mr. Thygesen was Vice President, Organizational Development for Fairview Red Wing Health Services from
September 2001 to February 2006, and Director of Human Resources for Red Wing Shoe Company from March
1987 to June 2001.
Paul A. Guggenheim became President of Patterson Dental Supply, Inc. in April 2010. Mr. Guggenheim
previously was the southwest region manager of Patterson Dental. Mr. Guggenheim joined Patterson in 2000
following its acquisition of Guggenheim Brothers Dental Supply. Mr. Guggenheim has worked in the dental
industry for over 25 years and is former chairman of the American Dental Trade Association (now the Dental
Trade Alliance). He also is past president of the Dental Dealers of America and former chairman of the American
Dental Cooperative.
George L. Henriques was named President of Webster Veterinary Supply, Inc. in August 2006.
Mr. Henriques previously served as chief information officer of Webster Veterinary since 2000 and also serves
on the board of directors of the American Veterinary Distributors Association.
David P. Sproat was named President of Patterson Medical Products, Inc. in September 2005. Mr. Sproat
joined Patterson Companies in 1997 and has served in various sales and marketing capacities, including Vice
President, Sales of the Patterson Dental Supply, Inc. unit from June 2004 through September 2005.
Item 1A. RISK FACTORS
The following list describes several risk factors that are unique to our company. The risk factors described
below should be carefully considered, together with the information included elsewhere in this Annual Report on
Form 10-K and other documents filed with the SEC. These risks factors are being disclosed based on instructions
set forth in Item 503(c) of Regulation S-K.
Economic conditions and volatility in the financial markets could adversely affect our operating results
and financial condition.
Continued recessionary trends in the U.S. or global economy, or an uncertain economic outlook, could
materially adversely affect our operating results and financial condition in the future. Economic conditions may
continue to cause customers to reduce or delay purchases from us and may cause vendors to reduce their
production or change their terms of sale to us. Volatility and other disruptions in the financial markets could
adversely affect the cost and availability of credit to us, as well as the cost of, and ability to, sell finance contracts
we receive from customers to outside financial institutions.
25
We compete in distribution industries that are highly competitive and we may not be able to compete
successfully.
Our competitors include numerous manufacturers and distributors. Some of our competitors may have
different resources than we do, which could allow them to compete more successfully. Many of our products are
available from several sources and our customers tend to have relationships with several different distributors.
Competitors could obtain exclusive rights to market particular products, which we would then be unable to
market. Our failure to compete effectively may limit and/or reduce our revenues, profitability and cash flow.
Acquisitions of businesses could negatively impact our profitability and return on invested capital.
As a part of our business strategy, we have acquired businesses in the ordinary course and expect to
continue acquiring businesses in the future. These acquisitions can involve a number of risks and challenges, any
of which could cause significant operating inefficiencies and adversely affect our growth and profitability. Such
risks and challenges include underperformance relative to our expectations and the price paid for the acquisition;
unanticipated demands on our management and operational resources; difficulty in integrating personnel,
operations and systems; retention of customers of the combined businesses; assumption of contingent liabilities;
and acquisition-related earnings charges.
Our international operations are subject to risks that could adversely affect our operating results.
There are a number of risks inherent in foreign operations, which include regulatory, economic and political
requirements and changes. Additionally, foreign operations expose us to foreign currency fluctuations that could
impact our results of operations and financial condition based on the movements of the applicable foreign
currency exchange rates in relation to the U.S. Dollar.
Our future operating results can be affected by our relationships with our sales representatives and
vendors and manufacturers of products that we distribute.
The inability to attract or retain qualified sales personnel or build or maintain relationships with vendors and
manufacturers of products that we distribute may have an adverse effect on our business.
Interruptions with our vendors could adversely affect our operating results.
We are dependent on our vendors to supply products. If a vendor is unable to deliver product in a timely and
efficient manner, whether due to financial difficulties or other reasons, we could experience lost sales. In
addition, a portion of our products are sourced, directly or indirectly, from outside the United States. Political or
financial instability, increased tariffs, restrictions on trade, currency exchange rates, labor unrest, outbreak of
pandemics or other events could slow distribution activities and affect foreign trade beyond our control and
adversely affect our results of operations.
We sell products that could be subject to market and technological obsolescence.
We carry over 100,000 different product stock keeping units. Some of these products are subject to
technological obsolescence that may not be within the control of the Company since we do not manufacture the
products. If we were no longer able to sell these products due to customers making decisions not to buy them, we
may have to record expense related to the diminution in value of inventories we have in stock that would
adversely impact our operating results.
Audits by tax authorities could result in additional tax payments for prior periods.
The amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax
authorities and by non-U.S. tax authorities. If these audits result in assessments different from our reserves, our
future results may include unfavorable adjustments to our tax liabilities.
26
We are subject to a variety of litigation that could adversely affect our results of operations and financial
condition.
We are subject to a variety of litigation incidental to our business, including claims for damages arising out
of the use of products we distribute, claims relating to intellectual property matters, and claims involving
employment matters. We also may be subject to securities litigation.
The defense of these lawsuits may divert our management’s attention, we may incur significant expenses in
defending these lawsuits, and we may be required to pay damage awards or settlements or become subject to
equitable remedies that could adversely affect our financial condition and results of operations. Any insurance or
indemnification rights that we may have may be insufficient or unavailable to protect us against potential loss
exposures.
Leadership development and succession planning.
Our business could suffer if it loses key personnel unexpectedly or fails to provide for an orderly
management succession. Our success depends, in large part, on our ability to recruit skilled personnel for the
business, and then identify and train our personnel for their transition into key roles to support the long-term
growth of the business. While our board of directors and management actively monitor our succession plans and
processes, any sudden change at the senior management level may adversely affect our business.
We may be required to record a significant charge to earnings if our goodwill or other intangible assets
become impaired.
Our balance sheet includes goodwill and other identifiable intangible assets. Under U.S. generally accepted
accounting principles, if impairment of our goodwill or other identifiable intangible assets is determined we may
be required to record a significant charge to earnings in the period of such determination.
Certain U.S. and foreign laws could subject us to claims or otherwise harm our business.
We are subject to a variety of laws in the U.S. and abroad that may subject us to claims or other remedies.
Our failure to comply with applicable laws may subject us to additional liabilities, which could adversely affect
our business, financial condition and results of operations. In addition, the effects of healthcare related legislation
and regulation may affect expenditures or reimbursements for rehabilitation and assistive products.
We are exposed to the risk of changes in interest rates.
Our balance sheet includes some variable rate long-term debt and certain non-current assets that are
sensitive to movements in short-term interest rates. The variable rates are comprised of LIBOR plus a spread and
reset on certain dates, as prescribed by the respective agreements. In addition, our balance sheet includes fixed
rate long-term debt, whose fair value could be adversely affected by movements in interest rates. We finance
purchases by our customers using finance contracts that are issued at fixed interest rates, and sell these contracts
under various funding arrangements that are priced using variable interest rates. Our results of operations could
be adversely affected if there are sudden and dramatic changes in the interest rates within the markets.
Item 1B. UNRESOLVED STAFF COMMENTS
The Company has received no written comments regarding our periodic or current reports from the staff of
the SEC that were issued 180 days or more preceding the end of our 2011 fiscal year that remain unresolved.
Item 2.
PROPERTIES
The Company owns its principal executive offices located in St. Paul, Minnesota, and the majority of its
distribution and manufacturing facilities. Leases of other distribution, manufacturing and administrative facilities
generally are on a long-term basis, expiring at various times, with options to renew for additional periods. Most
27
sales offices are leased for varying and usually shorter periods, with or without renewal options. The Company
believes its properties are in good operating condition and are suitable for the purposes for which they are being
used.
Patterson Logistics Services
Effective at the beginning of fiscal 2007, the majority of the assets used to distribute product that were
previously owned and operated by individual business units were transferred to a wholly owned subsidiary of
Patterson Companies, Inc. The new entity, Patterson Logistics Services, Inc. (“PLSI”) operates the distribution
function for the benefit of all three of the sales and marketing business units.
As of April 30, 2011, PLSI operates 17 distribution centers totaling approximately 1,300,000 square feet of
distribution space as follows:
•
•
•
•
•
•
2 dental distribution centers located in Indiana and Hawaii.
6 veterinary distribution centers. Sales and administrative personnel for the veterinary segment
generally share space with PLSI in these distribution facilities, which are located in Alabama,
Colorado, Indiana and Texas.
1 rehabilitation distribution center in New York State.
1 distribution center located in Texas, which stocks and distributes both dental and rehabilitation
products.
4 distribution centers which stock and distribute dental and veterinary products, located in Iowa,
Illinois, South Carolina and Washington state; and,
3 distribution centers located in California, Florida and Pennsylvania which distribute product for all
three of the business units. These locations replaced nearby distribution centers which distributed
product of just one of the business units.
Approximately 90% of the PLSI distribution center space is owned.
Patterson Technology Center
The Patterson Technology Center leases a 45,000 square foot building in Illinois. The Company is currently
building a state-of-the-art 100,000 square foot facility near the current location. The construction of this owned
facility will be completed in fiscal 2012 and will replace the leased facility that is currently occupied.
Dental Supply
In addition to the locations operated by PLSI, Patterson Dental utilizes an owned location in Illinois to
manufacture and ship printed office products. The dental sales operations in Canada are supported by distribution
centers located in the provinces of Quebec and Alberta, Canada.
The dental supply segment is headquartered in the Company’s principal executive offices, which is an
owned facility. This segment also maintains sales and administrative offices inside the United States at
approximately 90 locations in over 40 states and at 10 locations in Canada. The majority of these locations are
leased.
Veterinary Supply
Headquartered in Devens, Massachusetts, Webster Veterinary has executive, sales and marketing, human
resource, accounting, and procurement personnel in this location. It’s field sales and administrative personnel
generally reside within the PLSI distribution center and branch locations shared with the dental supply segment.
28
Rehabilitation Supply
Patterson Medical is headquartered in Bolingbrook, Illinois. Distribution of product in North America is
generally performed at PLSI-operated locations. Domestically, the rehabilitation supply segment maintains
manufacturing facilities in Wisconsin, New York and South Carolina. Seventeen branch office locations include
eight that are shared with the dental supply segment.
Internationally, this segment has facilities located in the U.K., France, Canada, Australia, New Zealand and
Thailand.
Item 3.
LEGAL PROCEEDINGS
The Company is involved in various product related, employment related and other legal proceedings
arising in the ordinary course of business. Some of these proceedings involve product liability claims arising out
of the use of products the Company distributes. Product liability indemnification is generally obtained from our
suppliers. However, in the event a supplier of a defective product is unable to pay a judgment for which the
Company may be jointly liable, the Company would have liability for the entire judgment.
The Company maintains product liability insurance coverage for any potential liability for claims arising out
of products sold by the Company. While the Company believes its insurance coverage is adequate, there can be
no assurance that the insurance coverage maintained is sufficient or will be available to us in adequate amounts
or at reasonable costs in the future. Also, there can be no assurance that the indemnification agreements we have
with our suppliers will provide us with adequate protection. In addition, future claims brought against the
Company could involve claims not covered by insurance or indemnification agreements, and could have a
material adverse effect on the Company’s business or financial condition.
As of April 30, 2011, the Company had accrued our best estimate of potential losses relating to product
liability and other claims that were probable to result in a liability and for which it was possible to reasonably
estimate a loss. This accrued amount, as well as related expenses, was not material to the Company’s financial
position, results of operations or cash flows. Our method for determining estimated losses considers currently
available facts, presently enacted laws and regulations and other external factors, including probable recoveries
from third parties.
Item 4.
REMOVED AND RESERVED
29
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock trades on the NASDAQ Global Select Market® under the symbol “PDCO.”
The following table sets forth the range of high and low sale prices for the Company’s common stock for
each full quarterly period within the two most recent fiscal years. Such quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
High
Low
Fiscal 2011
First Quarter
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$32.22
$29.02
$33.29
$34.80
$24.13
$24.88
$27.54
$30.42
High
Low
Fiscal 2010
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First Quarter
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$24.16
$28.34
$30.94
$32.84
$19.55
$23.84
$24.37
$28.06
On June 24, 2011, the number of holders of record of common stock was 2,546. The transfer agent for the
Company’s common stock is Wells Fargo Bank, N.A., 161 North Concord Exchange, South St. Paul, Minnesota,
55075-0738, telephone: (651) 450-4064.
The Company had not paid any cash dividends on its common stock since its initial public offering in 1992
until the fourth quarter of fiscal 2010, at which time a $0.10 per share cash dividend was paid. The Company
paid a $0.10 quarterly cash dividend for the first-three quarters of fiscal 2011 and increased the per share
dividend to $0.12 in the fourth quarter. The Company expects to continue to pay a quarterly cash dividend for the
foreseeable future; however, the payment of dividends is within the discretion of the Company’s Board of
Directors and will depend upon the earnings, capital requirements and operating and financial condition of the
Company, among other factors.
For information relating to securities authorized for issuance under equity compensation plans, see Part III,
Item 12.
In December 2007, the Company’s Board of Directors expanded a share repurchase program to allow for the
purchase of up to twenty-five million shares of common stock in open market transactions. As of March 2011,
approximately 20.5 million shares had been repurchased under this authorization. In March 2011, the Board of
Directors cancelled the existing share repurchase program and replaced it with a new authorization to repurchase
an additional twenty-five million shares of common stock. As of April 30, 2011, 23,090,999 shares remain
available under the repurchase authorization, which expires on March 15, 2016.
The following table presents activity under the stock repurchase program during the fourth quarter of fiscal
2011 ended April 30, 2011.
January 30, 2011 to February 26, 2011 . . . . . . . .
February 27, 2011 to March 26, 2011 . . . . . . . . .
March 27, 2011 to April 30, 2011 . . . . . . . . . . . .
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares That May
Be Purchased Under
the Plan
—
210,501
1,698,500
1,909,001
5,905,430
24,789,499
23,090,999
Total Number
of Shares
Purchased
Average
Price Paid
per Share
—
210,501
1,698,500
1,909,001
$ —
$31.59
$32.60
$32.48
30
The graph below compares the cumulative total shareholder return on $100 invested at the market close on
April 28, 2006, the last trading day before the beginning of our 2007 fiscal year, through the end of fiscal 2011
with the cumulative return of the same time period on the same amount invested in the S&P 500 Index and a Peer
Group Index, consisting of 32 companies (including our company) based on the same Standard Industrial
Classification Code.* The chart below the graph sets forth the actual numbers depicted on the graph.
COMPARISON OF CUMULATIVE TOTAL RETURN
S
R
A
L
L
O
D
160
140
120
100
80
60
40
20
0
4/29/2006
4/28/2007
4/26/2008
4/25/2009
4/24/2010
4/30/2011
Patterson Companies, Inc.
S&P 500 Index
Medical & Hospital Equipment
ASSUMES $100 INVESTED ON APR. 28, 2006
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING APR. 30, 2011
Company/Market/Peer Group
4/29/2006
4/28/2007
4/26/2008
4/25/2009
4/24/2010
4/30/2011
Patterson Companies, Inc.
. . . . . . . . . . . . . . . . . .
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . .
Medical & Hospital Equipment . . . . . . . . . . . . . . .
$100.00
$100.00
$100.00
$111.36
$116.15
$111.96
$102.85
$110.81
$113.58
$61.08
$70.51
$79.58
$100.94
$101.17
$115.34
$108.37
$115.65
$140.46
Period Ending
Company/Market/Peer Group
4/29/2006
4/28/2007
4/26/2008
4/25/2009
4/24/2010
4/30/2011
Patterson Companies, Inc. . . . . . . . . . . . . . . . . . . .
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . .
Medical & Hospital Equipment . . . . . . . . . . . . . . .
$100.00
$100.00
$100.00
$111.36
$116.15
$111.96
$102.85
$110.81
$113.58
$61.08
$70.51
$79.58
$100.94
$101.17
$115.34
$108.37
$115.65
$140.46
Fiscal Year Ending
* The current composition of SIC Code 5047—Medical, Dental & Hospital Equipment & Supplies—is as
follows:
ActiveCare, Inc., Alpha Pro Tech, Ltd., ALR Technologies, Inc., American Medical Alert, Animal Health
International, Inc., China Yibai United Guarantee International Holding, Inc., Chindex International, Inc.,
CompuMed, Inc., Five Star Quality Care, Inc., Henry Schein, Inc., Hybrid Energy Holdings, Inc, McKesson,
Inc., Merit Medical Systems, Modern Mobility Aids, Inc., Molecular Imaging Corporation, MWI Veterinary
Supply, Inc., Nano Mask Inc, NetMed, Inc., NOVT Corporation, Otter Tail Corporation, Owens & Minor, Inc.,
Patterson Companies, Inc., PSS World Medical, Inc., Pure Bioscience Inc., Scantek Medical, Inc., Shandong
Zhouyuan Seed and Nursery Co., Ltd., THC Homecare, Inc., Trinity3 Corporation, Valesc Holdings, Inc., Varian
Medical Systems, Inc., Vertical Health Solutions, Inc., Vision-Sciences, Inc.
31
Item 6.
SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share amounts)
Fiscal Year Ended
April 30,
2011
April 24,
2010
April 25,
2009
April 26,
2008
April 28,
2007
Statement of Operations Data:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . .
$3,415,670
2,271,445
$3,237,376
2,147,975
$3,094,227
2,050,703
$2,998,729
1,967,004
$2,798,398
1,829,526
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . .
1,144,225
768,217
1,089,401
734,110
1,043,524
697,298
1,031,725
672,522
Operating income . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Other income – net
Income before income taxes . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
376,008
(20,121)
355,887
130,502
355,291
(16,250)
339,041
126,787
346,226
(26,575)
319,651
120,016
359,203
(1,775)
357,428
132,570
968,872
633,182
335,690
(6,082)
329,608
121,272
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 225,385
$ 212,254
$ 199,635
$ 224,858
$ 208,336
Diluted earnings per share . . . . . . . . . . . . . . .
$
1.89
$
1.78
$
1.69
$
1.69
$
1.51
Weighted average shares and potentially
dilutive shares outstanding . . . . . . . . . . . .
119,066
119,202
118,355
132,910
137,769
Dividends per common share . . . . . . . . . . . .
$
0.42
$
0.10
—
—
—
Balance Sheet Data:
Working capital . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 863,278
2,564,968
525,000
$ 785,407
2,422,969
525,000
$ 603,295
2,133,620
547,000
$ 518,974
2,076,373
655,034
$ 509,021
1,940,320
180,024
Note: See the Notes to the Consolidated Financial Statements included in Item 8. of this Annual Report on
Form 10-K.
32
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
The Company’s fiscal 2011 financial information is summarized in this Management’s Discussion and
Analysis, the Consolidated Financial Statements, and the related Notes. The following background is essential to
more fully understand the Company’s financial information.
Patterson operates a distribution business in three complementary markets: dental supply, veterinary supply
and rehabilitation supply. Historically the Company’s strategy for growth focused on internal growth and the
acquisition of smaller distributors and businesses offering related products and services to the dental market. In
fiscal 2002, the Company expanded its strategy to take advantage of a parallel growth opportunity in the
veterinary supply market by acquiring the assets of J. A. Webster, Inc. on July 9, 2001. The Company added a
third component to its business platform in fiscal 2004 when it entered the rehabilitation supply market with the
acquisition of AbilityOne Products Corp. (“AbilityOne”) on September 12, 2003. AbilityOne is now known as
Patterson Medical.
Operating margins of the veterinary business are considerably lower than the dental and rehabilitation
supply businesses. While operating expenses run at a lower rate in the veterinary business, its gross margin is
substantially lower. A major contributor to this margin differential results from the high concentration of
pharmaceutical products distributed by the veterinary business, which are sold at margins well below the average
for other consumable products.
There are several important aspects of the Company’s business that are useful in analyzing the Company,
including: (1) market growth in the various markets it operates; (2) internal growth; (3) growth through
acquisition; and (4) continued focus on controlling costs and enhancing efficiency. Management defines “internal
growth” as the increase in net sales from period to period, excluding the impact of changes in currency exchange
rates, and excluding the net sales, for a period of twelve months following the transaction date, of businesses that
it has acquired.
The Company operates with a 52-53 week accounting convention with its fiscal year ending on the last
Saturday in April. Fiscal year 2011 included 53 weeks, while fiscal years ending in 2010 and 2009 were both
comprised of 52 weeks. Fiscal 2012 will be comprised of 52 weeks.
In the fourth quarter of fiscal 2010, the Company initiated a quarterly cash dividend of $0.10 per share. A
quarterly cash dividend of $0.10 per share was paid throughout fiscal 2011, except in the fourth quarter when the
dividend was increased to $0.12 per share. Total dividends declared in fiscal years 2011 and 2010 were $50
million and $12 million, respectively. The Company expects to continue paying a quarterly cash dividend into
the foreseeable future.
During fiscal 2011, the Company repurchased approximately 3.3 million shares of its common stock at a
cost of approximately $99 million. Through these repurchases and the cash dividends, the Company returned
nearly $149 million of cash to its shareholders.
With respect to the Company’s Employee Stock Ownership Plan (“ESOP”), allocations to employees have
been made almost entirely from shares of Company stock acquired in 1990. Although the accounting standards in
effect in 1990 were subsequently revised, the accounting for the shares acquired in 1990 was grandfathered under
the revised standards. The accounting for the 1990 shares called for the expensing of shares released for
allocation to employees to be based on the original cost of the shares acquired. The revised standards require the
expensing of shares released based on fair market value at the time the shares are committed to be released.
Since the revision of the accounting standards, the ESOP has acquired additional shares, nearly all of which
are still held for future allocation employees. As the final allocation of the shares acquired in 1990 was made at
the end of fiscal 2011, the ESOP shares that will be contributed to employees in fiscal 2012 and beyond will
result in a non-cash expense equal to the fair market value of the shares when released.
33
Based on the Company’s best estimate of a competitive ESOP contribution to employees in fiscal 2012, we
estimate the non-cash ESOP expense will increase our operating expenses by approximately $23 million and
$0.12 per share in fiscal 2012 as compared to fiscal 2011. While this expense does create a comparability
discrepancy between the Company’s past and foreseeable future, it does not change the Company’s underlying
cash generation ability or the fundamentals of the business.
Results of Operations
The following table summarizes the consolidated results of operations over the past three fiscal years as a
percent of sales:
2011
2010
2009
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0% 100.0% 100.0%
66.5% 66.3% 66.3%
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33.5% 33.7% 33.7%
22.5% 22.7% 22.5%
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.0% 11.0% 11.2%
0.1%
0.3%
0.2%
1.0%
0.8%
0.8%
Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.4% 10.5% 10.3%
3.9%
3.9%
3.8%
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.6.%
6.6%
6.5%
Fiscal 2011 Compared to Fiscal 2010
Net Sales. Consolidated net sales in fiscal 2011 were $3,415.7 million, an increase of 5.5% from $3,237.4
million in fiscal 2010. The growth in sales includes a 2.1% contribution from acquisitions and a 0.4% favorable
impact of changes in foreign currency translation rates. Each of the business units continued to be impacted by
the weakness in the general economy during fiscal 2011. Fiscal 2011 also included an additional or fifty-third
week due to the Company’s fiscal year convention of ending on the last Saturday in April. It is difficult to
quantify the exact impact of this additional week, but estimates have been provided in those areas where it is
possible to make reasonable approximations. We estimate that the impact of the extra week on consolidated sales
was approximately one and a half percent.
Dental segment sales in fiscal 2011 rose 3.2% to $2,236.1 million from $2,167.5 million in fiscal 2010.
Acquisitions added 0.1% to sales and the impact of currency translation rates was a favorable 0.7%. Consumable
sales increased 3.2%, although they were affected by uneven patient demand for dental services as a result of the
weak economy. While the economic recovery has been slow, we believe the fundamentals of the North American
dental market continued to strengthen as fiscal 2011 progressed.
Dental equipment and software sales increased 3.6% in fiscal 2011 to $734.7 million. Sales of basic dental
equipment and software grew 5.4%, led by sales of digital sensors and cone beam and panoramic imaging
systems. Sales of CEREC® dental restorative systems declined 2.4%.
As market fundamentals have started to improve, we believe dentists have gradually become more confident
about investing in their practices. In addition, we implemented additional marketing programs at the beginning of
the fourth quarter of fiscal 2011. These two factors helped in reaching equipment sales growth of 11.2% in the
fourth quarter. We believe we are rebuilding sales momentum and are forcasting stronger equipment sales growth
for fiscal 2012 as compared to fiscal 2011, however, our equipment sales may experience quarterly fluctuations
as they have historically, given the sales cycles related to these capital expenditures and the potential impact of
prevailing economic conditions.
34
Other dental sales, consisting primarily of technical service parts and labor, software support services and
artificial teeth, increased 2.0% in fiscal 2011.
Webster Veterinary sales grew 4.9% to $674.9 million. Sales of consumables were 4.0% higher in fiscal
2011 and equipment and software sales of $34.3 million represented an increase of 16.8% compared to fiscal
2010. The Veterinary equipment business has been growing at solid rates in recent quarters, and we intend to
continue investing in this relatively new portion of Webster’s operation that has expanded the unit’s full-service
platform. Due to a change in distribution by a major pharmaceutical company at the beginning of calendar 2010,
Webster’s consumable sales growth was negatively impacted during the first two-thirds of the fiscal year. A
higher percentage of doses sold during this period were under agency agreements as compared to the prior year
where more doses were sold under buy-sell agreements. Under agency agreements, Webster reports a small
commission for each dose sold, while under a buy-sell agreement, the full transaction value of the dose is
recorded as revenue. This impact was estimated to be approximately three percentage points during the period.
Patterson Medical sales of $504.7 million were 18.4% higher than fiscal 2010. Acquisitions, primarily those
from the health care business of DCC plc (“DCC”), contributed 15.3% of sales growth. Internally generated sales
growth, which excludes the contribution of acquisitions and a 0.4% negative impact from foreign currency
translation rates, was 3.5% in fiscal 2011.
Gross Margin. Consolidated gross margin was 33.5% in fiscal 2011 and 33.7% in fiscal 2010.
The Dental segment’s gross margin decreased 30 basis points to 36.5% in fiscal 2011. Lower vendor rebates
and a higher level of promotional activities as compared to fiscal 2010 contributed to the decline.
Gross margin of the Veterinary unit was 19.3%, a decrease of 20 basis points from 19.5% in fiscal 2010.
Price increases on a line of pharmaceutical products by a manufacturer and lower vendor rebates were primary
factors of the decline in gross margin.
Patterson Medical’s gross margin of its historical operations expanded during fiscal 2011; however, these
improvements were offset by lower gross margins of the operations acquired from DCC, which carried lower
gross margins than Patterson Medical’s historical business. For the year, gross margin declined 10 basis points to
39.1%.
Operating Expenses. The consolidated operating expense ratio in fiscal 2011 was 22.5%, or 20 basis points
lower than fiscal 2010.
The Dental unit’s operating expense ratio decreased 30 basis points, reflecting expense controls and
leverage gained from higher sales on fixed costs.
The ratio of the Veterinary unit’s operating expenses as a percent of sales decreased 80 basis points, due to
leverage on higher sales and cost savings from the further integration of the October, 2008 Columbus Serum
acquisition. Those integration activities were completed in fiscal 2011.
Patterson Medical’s operating expense ratio temporarily increased 80 basis points in fiscal 2011 due to the
direct costs of the transaction and the cost structure of the assets acquired from DCC. Integration activities
throughout the year were largely complete at the end of fiscal 2011 and are expected to result in a lower cost of
operations for the acquired businesses in fiscal 2012.
Operating Income. Operating income was $376.0 million in fiscal 2011, or 5.8% higher compared to $355.3
million in fiscal 2010. Operating margin was 11.0% in fiscal years 2011 and 2010, respectively.
Interest Expense. Interest expense was $25.8 million in fiscal 2011 compared to $25.7 million in fiscal
2010.
Other Income, net. Other income, net of other expenses, was $5.7 million in fiscal 2011 compared to $9.4
million in fiscal 2010. The decrease was due to losses related to the Veterinary unit’s equity interest in
VetSource. Interest income totaled $8.2 million in fiscal 2011, compared to $8.6 million in fiscal 2010.
35
Income Taxes. The effective income tax rate was 36.7% in fiscal 2011 as compared to 37.4% in fiscal 2010.
A portion of the dividends paid on shares held by our Employee Stock Ownership Plan are deductible on the
Company’s income tax return. As there were more dividends paid in fiscal 2011 than in fiscal 2010, the
deductible amount was larger, resulting in a lower effective income tax rate in fiscal 2011.
Net Income and Earnings Per Share. Net income increased 6.2% to $225.4 million in fiscal 2011 due
primarily to the increase in operating income as discussed above. Earnings per diluted share and dilutive shares
outstanding were $1.89 and 119.1 million, respectively, in fiscal 2011 and $1.78 and 119.2 million, respectively,
in fiscal 2010.
Fiscal 2010 Compared to Fiscal 2009
Net Sales. Fiscal 2010 consolidated sales were $3,237.4 million, an increase of 4.6% compared to $3,094.2
million in fiscal 2009. Acquisitions contributed 4.1% to sales growth, resulting mostly from acquisitions by the
veterinary and rehabilitation units. Fluctuations in foreign currency translation rates contributed 0.4% to sales
growth. During both fiscal 2010 and 2009, sales at each of our business units were adversely affected by the
recession and slow economic recovery.
Sales of our consolidated dental supply unit were $2,167.5 million, a decrease of 0.3% from $2,174.4
million in fiscal 2009. Fluctuations in foreign currency rates related to our dental operations in Canada and the
contribution from acquisitions had a favorable impact on fiscal 2010 sales of 0.6% and 0.7%, respectively. Sales
of dental consumable supplies decreased 0.2% to $1,214.8 million. Beginning late in the first half of fiscal 2009
and continuing throughout fiscal 2010, the sales of consumables were affected by reduced discretionary spending
and high levels of unemployment resulting from the general economic conditions, particularly in the United
States.
Dental equipment sales declined 3.0% in fiscal 2010 to $709.5 million. We believe the weak economy
caused many dental practitioners to focus their investment dollars on equipment with rapid and high rates of
return. Sales of basic equipment were 7.5% lower in fiscal 2010, while sales of CEREC® 3D dental restorative
systems rose 15.7%. Within the basic equipment category, certain technology products with rapid rates of return
such as digital imaging systems (sensors, panoramic and cone beam units) outperformed core equipment such as
chairs, power units and cabinetry.
Other dental sales, consisting primarily of technical service parts and labor, software support services and
artificial teeth, grew 7.7% in fiscal 2010.
Sales of Webster Veterinary grew 16.9% to $643.6 million. Acquisitions, primarily the Columbus Serum
Company (“Columbus”) acquired in October 2008, contributed 11.5% of the sales growth. Internally generated
sales rose 5.4%.
Patterson Medical sales of $426.3 million were 15.5% higher than fiscal 2009. Acquisitions, primarily those
of Mobilis Healthcare Group (“Mobilis”) late in fiscal 2009 and Empi Therapy Solutions (“Empi”) in June 2009,
contributed 13.4% of the sales growth. Internally generated sales growth, which excludes the contribution of
acquisitions and a 0.3% negative impact related to foreign currency translation rates, was 2.4% in fiscal 2010.
Gross Margin. Consolidated gross margin was 33.7% in both fiscal 2010 and fiscal 2009.
The Dental segment’s gross margin improved 40 basis points to 36.8% in fiscal 2010, largely due to product
mix. Core equipment such as chairs, units and lights, generally have a lower gross margin than newer, technology
related equipment.
Gross margin of the Veterinary unit was unchanged at 19.5%.
36
Patterson Medical’s gross margin declined 30 basis points due primarily to the Mobilis and Empi
acquisitions which carry lower gross margins than Patterson Medical’s historical business.
Operating Expenses. The consolidated operating expense ratio in fiscal 2010 was 22.7%, or 20 basis points
higher than fiscal 2009. In the second half of fiscal 2009 and continuing throughout fiscal 2010, the Company
took steps involving a range of cost control initiatives including a hiring freeze except in the area of sales
representatives, a wage freeze and restrictions on travel and other more discretionary expenses. In the first
quarter of fiscal 2010, the Company enacted company-wide salary reductions. While these measures have slowed
expense growth, their impact was lessened by acquisition-related expenses, including amortization expense, and
higher levels of incentive compensation based on achievement of operating targets for the current year.
The Dental unit’s operating expense ratio increased 40 basis points, reflecting increased fixed costs on lower
sales volume and acquisition-related expense.
The ratio of the Veterinary unit’s operating expenses as a percent of sales improved 10 basis points,
primarily due to leverage on higher sales.
Patterson Medical’s operating expense ratio increased 70 basis points in fiscal 2010 due primarily to the cost
structure of recent acquisitions.
Operating Income. Operating income was $355.3 million in fiscal 2010, or 2.6% higher compared to $346.2
million in fiscal 2009. Operating margin was 11.0% and 11.2% in fiscal years 2010 and 2009, respectively, as
increases in semi-variable and fixed costs outpaced revenue growth causing the de-leveraging of the expense
structure.
Interest Expense. Interest expense was $25.7 million in fiscal 2010 compared to $30.1 million in fiscal
2009. The $4.4 million decrease in interest expense is due primarily to $130 million of scheduled debt payments
made in November 2008.
Other Income, net. Other income, net of other expenses, was $9.4 million in fiscal 2010 compared to $3.6
million in fiscal 2009. Interest income increased $3.1 million due primarily to higher levels of finance contracts
held during fiscal 2010. Besides higher interest income, other income was $0.9 million, a change of $2.7 million
from the loss of $1.8 million in fiscal 2009, due primarily to fluctuations in foreign currency rates.
Income Taxes. The effective income tax rate was 37.4% in fiscal 2010 as compared to 37.5% in fiscal 2009.
Net Income and Earnings Per Share. Net income increased 6.3% to $212.3 million in fiscal 2010 due to
increases in operating income and other income, net as discussed above. Earnings per diluted share and dilutive
shares outstanding were $1.78 and 119.2 million, respectively, in fiscal 2010 and $1.69 and 118.4 million,
respectively, in fiscal 2009.
Liquidity and Capital Resources
Patterson’s operating cash flow has been the Company’s principal source of liquidity in the last three fiscal
years. During fiscal 2009 and in early fiscal 2010, the Company used its revolving credit facility periodically as a
source of liquidity in addition to operating cash flow.
Operating activities generated cash of $262.6 million in fiscal 2011, compared to $265.5 million in fiscal
2010 and $124.0 million in fiscal 2009. In the second half of fiscal 2009, the Company invested in a financing
program to support marketing efforts directed at the CEREC® product line. This promotion, which ended at the
close of fiscal 2009, had generated approximately $98 million of finance contracts that the Company could not
immediately sell to its funding sources due to certain requirements in those funding arrangements. In fiscal 2011
and 2010, the Company invested in similar financing programs, but to a lesser degree.
37
Capital expenditures were $36.9, $29.8 and $32.3 million in fiscal years 2011, 2010 and 2009, respectively.
Significant expenditures in these years included the purchase and expansion of distribution facilities to
accommodate multiple business units, the construction of a new facility for the Patterson Technology Center, the
expansion of our general office building and continuing investments in information systems. In fiscal 2011, a
project to build-out a purchased distribution center in Indiana has progressed and is operational for one business
unit. In fiscal 2012, the remainder of the build-out will be completed and the building will serve as a distribution
facility used by all three business units. This facility is replacing several smaller distribution facilities that have
been or will be closed. In addition, the majority of the construction of a new building for the Patterson
Technology facility in Illinois took place in fiscal 2011. This 100,000 square foot state-of-the-art facility will
replace a nearby leased location and is expected to open in the second quarter of fiscal 2012. Capital expenditures
in fiscal 2012 will include the interior furnishings for this facility.
The Company expects to invest approximately $30 million in capital expenditures during fiscal 2012,
including investments in information systems and the completion of the Indiana distribution facility build-out and
Patterson Technology facility projects discussed above.
Cash used for acquisitions and equity investments totaled $52.2 million in fiscal 2011, $53.7 million in
fiscal 2010 and $124.8 million in fiscal 2009. The majority of the cash used for acquisitions in fiscal 2011 was
related to the acquisition of the entities of DCC plc. The acquisition of the rehabilitation products business of
Empi, Inc. and the investment in VetSource accounted for the majority of the cash used in fiscal 2010 and the
acquisitions of Columbus, Dolphin, and Mobilis accounted for the majority of the cash used in fiscal 2009.
There were neither issuances of, nor principal payments on, debt during fiscal 2011. In fiscal 2010, the
Company fully paid the $22 million that was outstanding under a revolving credit facility at the end of fiscal
2009. A maximum of $300 million is available under this facility which expires in fiscal 2013. Payments on
long-term debt in fiscal 2009 were $130 million and related to a scheduled retirement of debt that had been
issued in fiscal 2004.
In the fourth quarter of fiscal 2010, the Company declared and paid an initial quarterly cash dividend of
$0.10 per share. In fiscal 2011, the Company continued to pay a quarterly cash dividend of $0.10 per share for
the first three quarters, which was increased to $0.12 per share in the fourth quarter. Total dividends paid in fiscal
2011 and fiscal 2010 were $50.0 million and $11.9 million, respectively. In addition, during fiscal 2011 the
Company repurchased approximately 3.3 million shares of its common stock for approximately $99 million.
Under a share repurchase plan authorized by the board of directors, as of April 30, 2011, the Company may
repurchase up to an additional 23.1 million shares of its common stock. This authorization remains in effect
through March 15, 2016.
The Company expects to continue to pay a quarterly cash dividend and to return a portion of its excess cash
to shareholders through additional repurchases of its common stock under the current authorization discussed
above. While there are no assurances as to the level of repurchases in the future, the Company expects to use
approximately $100 million to repurchase its common stock during fiscal 2012.
Management expects funds generated from operations and existing cash to be sufficient to meet the
Company’s working capital needs for the next fiscal year. The Company expects to continue to obtain liquidity
from the sale of its equipment finance contracts. In addition, as of April 30, 2011, $300 million is available under
a revolving credit facility. The Company’s existing debt facilities are believed to be adequate as a supplement to
internally generated cash flows to fund anticipated expansion plans and strategic initiatives, including
acquisitions.
The Company sells a significant portion of its finance contracts to a commercial paper funded conduit
managed by a third party bank, and as a result, commercial paper is indirectly an important source of liquidity for
the Company. The Company is allowed to participate in the conduit due to the quality of its finance contracts and
38
its financial strength. Cash flow could be impaired if the Company’s financial strength diminished to a level that
precluded the Company from taking part in this facility or other similar facilities. Also, market conditions outside
of the Company’s control could adversely affect the ability of the Company to sell the contracts.
Customer Financing Arrangements
The Company is a party to two arrangements under which it has sold finance contracts it receives from its
customers to outside financial institutions. These arrangements have provided sources of liquidity for the
Company that would have to be replaced should each of the current financial institutions be unable or unwilling
to continue in the arrangements. In the fourth quarter of fiscal 2010, one agreement with a group of banks led by
U.S. Bank National Association with capacity of $110 million was amended such that no additional contracts
will be sold under the arrangement. At the same time, the Company’s other agreement with JPMorgan Chase
Bank, N.A was amended to increase capacity from $367 million to $550 million.
In December 2010, the agreement with JPMorgan Chase Bank, N.A. was amended and restated and The
Bank of Tokyo-Mitsubishi UFJ, Ltd. became the managing agent under the amended agreement. As of April 30,
2011, the capacity under this agreement is $500 million. The Company’s financing business is described in
further detail in Note 6 of the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K. Note
6, “Customer Financing”, discusses the nature and business purpose of the arrangements and the activity under
each arrangement during fiscal 2011, including the amount of finance contracts sold and the holdback receivable
owed to the Company.
Contractual Obligations
A summary of the Company’s contractual obligations as of April 30, 2011 follows (in thousands):
Contractual Obligations
Long-Term Debt . . . . . . . . . . . . . . . . . . .
Interest on Long-Term Debt . . . . . . . . . .
Operating Leases . . . . . . . . . . . . . . . . . .
Total
$525,000
115,241
71,099
Less than
1 year
$ —
24,675
17,799
1-3 years
3-5 years
$125,000
45,834
26,383
250,000
28,559
15,377
More than
5 years
150,000
16,172
11,540
Payment due by year
As discussed in Note 11 of the Notes to Consolidated Financial Statements, the Company adopted the
provisions of ASC Topic 740, “Income Taxes” related to uncertainty in income taxes at the beginning of fiscal
2008. The Company is unable to determine its contractual obligations by year related to this pronouncement, as
the ultimate amount or timing of settlement of its reserves for income taxes cannot be reasonably estimated. The
total liability for unrecognized tax benefits including interest and penalties at April 30, 2011, is $21.9 million.
For a more complete description of our contractual obligations, see Notes 7 and 10 to the Consolidated
Financial Statements in Item 8 of this Form 10-K.
Outlook
Over the last ten years, the Company has been able to grow revenue and earnings through its strategy of
emphasizing its value-added, full-service capabilities, using technology to enhance customer service, continuing
to improve operating efficiencies, and growing through internal expansion as well as from acquisitions. While we
believe that the weakness in the general economy that has existed during much of fiscal 2011 and 2010 will
continue to affect our performance for at least the near term, the Company’s strategy will continue to focus on
these key elements. With strong operating cash flow and available credit capacity, the Company is confident that
it will be able to financially support its future growth. The Company believes that the strategic initiatives that it
has implemented in the past several years, as well as those that will be implemented in fiscal 2012 and beyond,
39
will strengthen the Company’s operational platform and contribute to future growth. Given these factors, the
Company considers itself well positioned to capitalize upon the growth opportunities in the dental supply,
companion-pet veterinary supply and the worldwide rehabilitation supply markets.
Asset Management
The following table summarizes the Company’s days sales outstanding (DSO) and inventory turnover the
past three fiscal years:
2011
2010
2009
DSO (1)
Inventory turnover (2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
6.9
51
7.1
56
6.8
(1) Receivables as of April 30, 2011 and April 24, 2010 include approximately $19 and $63 million,
respectively, of finance contracts received from customers related to certain financing promotions in fiscal
2011 and 2010. The Company has sold contracts in fiscal 2011 and expects to sell the contracts held as of
April 30, 2011 to outside institutions under an existing agreement during fiscal 2012. If these finance
contracts are excluded from the calculation of DSO, the pro forma DSO would be 46 and 44 as of April 30,
2011 and April 24, 2010.
(2) The inventory values used in this calculation are the LIFO inventory values for all inventories except for
manufactured inventories and foreign inventories, which are valued using FIFO inventory methods.
Foreign Operations
Foreign sales are derived primarily from Patterson Dental and Patterson Medical operations in Canada and
from Patterson Medical’s operations in the U.K., France and Australia. Fluctuations in currency exchange rates
have not significantly impacted earnings. However, changes in exchange rates enhanced net sales in fiscal 2011
and 2010, and adversely affected net sales in fiscal 2009. Without foreign currency effects, net sales would have
been $12.4 million lower, $11.5 million lower, and $33.4 million higher in fiscal years 2011, 2010 and 2009,
respectively. Changes in currency exchange rates are a risk accompanying foreign operations, but this risk is not
considered material with respect to the consolidated operations of the Company.
Critical Accounting Policies and Estimates
The Company has adopted various accounting policies to prepare its consolidated financial statements in
accordance with accounting principles generally accepted in the United States. Management believes that the
Company’s policies are conservative and its philosophy is to adopt accounting policies that minimize the risk of
adverse events having a material impact on recorded assets and liabilities. However, the preparation of financial
statements requires the use of estimates and judgments regarding the realization of assets and the settlement of
liabilities based on the information available to management at the time. Changes subsequent to the preparation
of the financial statements in economic, technological and competitive conditions may materially impact the
recorded values of the Company’s assets and liabilities. Therefore, the users of the financial statements should
read all the notes to the Consolidated Financial Statements and be aware that conditions currently unknown to
management may develop in the future. This may require a material adjustment to a recorded asset or liability to
consistently apply the Company’s significant accounting principles and policies that are discussed in Note 1 to
the Consolidated Financial Statements. The financial performance and condition of the Company may also be
materially impacted by transactions and events that the Company has not previously experienced and for which
the Company has not been required to establish an accounting policy or adopt a generally accepted accounting
principle.
Revenue Recognition—Revenues are generated from the sale of consumable products, equipment, software
products and services, technical service parts and labor, freight and delivery charges, and other sources.
40
Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services
have been rendered, the price is fixed and final, and there is reasonable assurance of collection of the sale.
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.
Consumable product sales are recorded upon delivery, except in those circumstances where terms of the sale
are FOB shipping point.
Equipment and software product revenues are recognized upon delivery and, if necessary, installation. In
those circumstances where terms of the sale are FOB shipping point, revenues are recognized when products are
transferred to the shipping carrier. Revenue derived from post contract customer support for software is deferred
and recognized ratably over the period in which the support is provided.
Revenue for arrangements with multiple deliverables meeting the criteria for a separate unit of accounting
use the relative fair value method and revenue is recognized for each deliverable in accordance with applicable
revenue recognition criteria.
Other revenue including freight and delivery charges and technical service parts and labor is recognized
when the related product revenue is recognized or when the product or services are provided to the customer.
Patterson Advantage® Loyalty Program—Patterson Dental provides a point-based awards program to
qualifying customers involving the issuance of “Patterson Advantage® dollars” which can be used toward
equipment and technology purchases. The program was initiated on January 1, 2009 and runs on a calendar year
schedule. Patterson Advantage® dollars earned during a program year expire one year after the end of the
program year. The cost and corresponding liability associated with the program are recognized as contra-revenue
in accordance with ASC Topic 605-50, “Revenue Recognition-Customer Payments and Incentives.” As of
April 30, 2011, the Company does not have sufficient experience with the program to reasonably estimate the
amount of Patterson Advantage® dollars that will not be redeemed and thus has recorded a liability for the
maximum potential amount that could be redeemed. Actual redemptions could differ from our estimates,
resulting in an adjustment to revenues.
Inventory and Reserves—Inventory consists primarily of merchandise held for sale and is stated at the lower
of cost or market. Cost is determined using the last-in, first-out (LIFO) method for all inventories, except for
foreign inventories and manufactured inventories, which are valued using the first-in, first-out (FIFO) method.
The Company continually assesses the valuation of our inventories and reduces the carrying value of those
inventories that are obsolete or in excess of our forecasted usage to estimated realizable value. Estimates are
made of the net realizable value of such inventories based on analyses and assumptions including, but not limited
to, historical usage, future demand and market requirements.
Goodwill and Other Indefinite-Lived Intangible Assets—Goodwill represents the excess of cost over the fair
value of identifiable net assets of businesses acquired. Other indefinite-lived intangible assets include copyrights,
trade names and trademarks.
Goodwill for each reporting unit is evaluated using a two-step impairment test at the reporting unit level.
The Company has three reporting units at April 30, 2011, which are the same as our operating units. The first
step of the goodwill impairment test compares the book value of a reporting unit, including goodwill, with its fair
value, as determined by its discounted cash flows. If the book value of a reporting unit exceeds its fair value, the
second step of the impairment test is performed to determine the amount of goodwill impairment loss to be
recorded. The determination of fair value involves uncertainties because it requires management to make
assumptions and to apply judgment to estimate industry and economic factors and the profitability of future
business strategies. The Company conducts impairment testing based on our current business strategy in light of
41
present industry and economic conditions, as well as future expectations. Additionally, in assessing goodwill for
impairment, we consider the reasonableness of the implied control premium based on market capitalizations and
recent market transactions.
We assess other indefinite-lived intangible assets for impairment by comparing the carrying value of an
asset with its fair value. If the carrying value exceeds fair value, an impairment loss is recognized in an amount
equal to the excess. The determination of fair value involves assumptions, including projected revenues and gross
profit levels, as well as consideration of any factors that may indicate potential impairment.
In the fourth quarter of fiscal 2011, management completed its annual goodwill and other indefinite-lived
intangible asset impairment tests and determined there was no impairment. Although the Company believes our
estimates and assumptions used in estimating cash flows and determining fair value are reasonable, making
material changes to such estimates and assumptions could materially affect such impairment analyses and our
financial results, including an impairment charge that could be material.
Long-Lived Assets—Long-lived assets, including definite-lived intangible assets, are evaluated for
impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not
be recoverable through the estimated undiscounted future cash flows derived from such assets. The Company’s
definite-lived intangible assets primarily consist of an exclusive distribution agreement and customer lists. When
impairment exists, the related assets are written down to fair value.
Income Taxes—The Company is subject to income taxes in both the U.S. and numerous foreign
jurisdictions. Significant judgments are required in determining the consolidated provision for income taxes.
During the ordinary course of business, there are many transactions and calculations for which the ultimate
tax determination is uncertain. As a result, the Company recognizes tax liabilities based on estimates of whether
additional taxes and interest will be due. These tax liabilities are recognized when, despite the Company’s belief
that its tax return positions are supportable, the Company believes that certain positions may not be fully
sustained upon review by tax authorities. The Company believes that its accruals for tax liabilities are adequate
for all open audit years based on its assessment of many factors including past experience and interpretations of
tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments
about future events. To the extent that the final tax outcome of these matters is different than the amounts
recorded, such differences will impact income tax expense in the period in which such determination is made and
could materially affect our financial results.
To the extent that the provision for income taxes would have increased/decreased by 1 percent of income
before taxes, consolidated net income would have decreased/increased $3.6 million in fiscal 2011.
Valuation allowances are established for deferred tax assets if, after assessment of available positive and
negative evidence, it is more likely than not that the deferred tax asset will not be fully realized. The valuation
allowance reflected in the footnote disclosure relates to net operating loss carryforwards of Mobilis Healthcare
Group, acquired during fiscal 2009 and principally based in the United Kingdom.
Self-insurance—The Company is self-insured for certain losses related to general liability, product liability,
automobile, workers’ compensation and medical claims. The Company estimates a liability based upon an
analysis of historical data and actuarial estimates. While we believe our current estimates are reasonable based on
information currently available, actual results could differ and affect our financial results due to changes in the
amount or frequency of claims, medical cost inflation or other factors. Historically, actual results related to these
types of claims have not varied significantly from estimated amounts.
Stock-based Compensation—The Company recognizes stock-based compensation based on certain
assumptions including inputs within the Black-Scholes Model and estimated forfeitures. These assumptions
require subjective judgment and changes in the assumptions can materially affect fair value estimates.
42
Management assesses the assumptions and methodologies used to estimate forfeitures and to calculate estimated
fair value of stock-based compensation on a regular basis. Circumstances may change, and additional data may
become available over time, which could result in changes to these assumptions and methodologies and thereby
materially impact our fair value determination or estimates of forfeitures. If factors change and the Company
employs different assumptions, the amount of compensation expense associated with stock-based compensation
may differ significantly from what was recorded in the current period.
Recent Accounting Pronouncements
In June 2009, the FASB issued guidance codified into ASC Topic No. 860, “Transfers and Servicing” (ASC
860) which amends the derecognition guidance in former FASB Statement No. 140 and eliminates the exemption
from consolidation for qualifying special-purpose entities. Also in June 2009, the FASB issued guidance codified
into ASC Topic No. 810, “Consolidation” (ASC 810) which amends the consolidation guidance applicable to
variable interest entities. The amendments significantly affected the overall consolidation analysis under former
FASB Interpretation No. 46(R). Both ASC 860 and ASC 810 were effective for fiscal years beginning after
November 15, 2009. See Note 6 to the financial statements for information regarding the Company’s accounting
under this guidance.
In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-13, “Multiple-
Deliverable Revenue Arrangements” (ASU 2009-13). This update amends ASC Topic 605-25, “Revenue
Recognition—Multiple-Deliverable Revenue Arrangements” to remove the criterion that entities must use
objective and reliable evidence of fair value in separately accounting for deliverables and provides entities with a
hierarchy of evidence that must be considered when allocating arrangement consideration. The update also
requires entities to allocate arrangement consideration to the separate units of accounting based on the
deliverables’ relative selling price. ASU 2009-13 is effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010, unless the election is made to adopt
ASU 2009-13 retrospectively. ASU 2009-13 is not expected to have a material impact on the Company’s
financial condition, results of operations and cash flows.
In October 2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements that Include
Software Elements” (ASU 2009-14). This update modifies the scope of the software revenue recognition
guidance to exclude (a) non-software components of tangible products and (b) software components of tangible
products that are sold, licensed, or leased with tangible products when the software components and non-software
components of the tangible product function together to deliver the product’s functionality. ASU 2009-14 is
effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on
or after June 15, 2010, unless the election is made to adopt ASU 2009-14 retrospectively. ASU 2009-14 is not
expected to have a material impact on the Company’s financial condition, results of operations and cash flows.
Factors That May Affect Future Operating Results
Certain information of a non-historical nature contained in Items 1, 2, 3 and 7 of this Form 10-K include
forward-looking statements. Words such as “believes,” “expects,” “plans,” “estimates,” “intends” and variations
of such words are intended to identify such forward-looking statements. The statements are not guarantees of
future performance and are subject to certain risks, uncertainties or assumptions that are difficult to predict;
therefore, the Company cautions shareholders and prospective investors that the following important factors,
among others, could cause the Company’s actual operating results to differ materially from those expressed in
any forward-looking statements. The factors listed under this caption are intended to serve as cautionary
statements within the meaning of the Private Securities Litigation Reform Act of 1995. The following
information is not intended to limit in any way the characterization of other statements or information under
other captions as cautionary statements for such purpose. The order in which such factors appear below should
not be construed to indicate their relative importance or priority.
• Economic conditions and volatility in the financial markets could adversely affect our operating results
and financial condition.
43
• The Company’s ability to meet increased competition from national, regional and local full-service
distributors and mail-order distributors of dental, veterinary and rehabilitation products, while
maintaining current or improved profit margins.
• The ability of the Company to effectuate modifications to the business models of its three operating
units to address changes in the individual markets of those business units.
• The ability of the Company to consolidate the distribution, information services, human resources,
financial and other administrative functions of its three business units jointly shared services which
meet the needs of the individual business units.
• The ability of the Company to manage rapidly changing energy and commodity prices.
• The ability of the Company to retain its base of customers and to increase its market share.
• The ability of the Company to maintain satisfactory relationships with qualified and motivated sales
personnel.
• The ability of the Company to provide for an orderly management succession, including the ability to
recruit skilled personnel for the business, and then identify and train our personnel for their transition
into key roles to support the long-term growth of the business.
• The continued ability of the Company to maintain satisfactory relationships with key vendors and the
ability of the Company to create relationships with additional manufacturers of quality, innovative
products.
• Changes in the economics of dentistry affecting dental practice growth and the demand for dental
products, including the ability and willingness of dentists to invest in high-technology diagnostic and
therapeutic products.
• Reduced growth in expenditures for dental services by private dental insurance plans.
• The accuracy of the Company’s assumptions concerning future per capita expenditures for dental
services, including assumptions as to population growth and the demand for preventive and specialty
dental services such as periodontic, endodontic and orthodontic procedures.
• The rate of growth in demand for infection control products currently used for prevention of the spread
of communicable diseases such as AIDS, hepatitis and herpes.
• Changes in the economics of the veterinary supply market, including reduced growth in per capita
expenditures for veterinary services and reduced growth in the number of households owning pets.
• The effects of healthcare related legislation and regulation, which may affect expenditures or
reimbursements for rehabilitation and assistive products.
• Acquisitions of businesses could negatively impact our profitability and return on invested capital.
• Our international operations are subject to risks that could adversely affect our operating results.
• We sell products that could be subject to market and technological obsolescence.
• Audits by tax authorities could result in additional tax payments for prior periods.
• We are subject to a variety of litigation that could adversely affect our results of operations and
financial condition.
• We may be required to record a significant charge to earnings if our goodwill or other intangible assets
become impaired.
• We are exposed to the risk of changes in interest rates.
• Certain U.S. and foreign laws could subject us to claims or otherwise harm our business.
44
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
The Company is exposed to market risk consisting of foreign currency rate fluctuations and changes in
interest rates.
The Company is exposed to foreign currency exchange rate fluctuations in its operating statement due to
transactions denominated primarily in Canadian Dollars, British Pounds, Euros, Australian Dollars and New
Zealand Dollars. Although the Company is not currently involved with foreign currency hedge contracts, it
continually evaluates its foreign currency exchange rate risk and the different mechanisms for use in managing
such risk. A hypothetical 10% change in the value of the U.S. dollar in relation to the Company’s most
significant foreign currency exposures would have reduced fiscal 2011 net sales by approximately $41 million.
This amount is not indicative of the hypothetical net earnings impact due to the partially offsetting impact of the
currency exchange movements on cost of sales and operating expenses.
The Company’s earnings are also affected by fluctuations in short-term interest rates through the investment
of its cash balances, borrowings under LIBOR-based debt instruments and the practice of selling fixed rate
equipment finance contracts under agreements with both a commercial paper conduit and a group of banks that
provide for pricing based on variable interest rates.
As of April 30, 2011, the Company had a $75 million variable-rate term note outstanding. The Company
views its variable interest rate debt position on a net basis that gives effect to the Company’s cash and short term
investment balances.
When considering the exposure under the agreements whereby the Company sells equipment finance
contracts to both a commercial paper conduit and a group of banks, the Company has the ability to select pricing
based on interest rates ranging from 30 day LIBOR up to twelve month LIBOR. In addition, the majority of the
portfolio of installment contracts generally turns over in less than 48 months and the Company can adjust the rate
it charges on new customer contracts at any time. Therefore, in times where the interest rate markets are not
rapidly increasing or decreasing, the average interest rate in the portfolio generally moves with the interest rate
markets and thus would parallel the underlying interest rate movement of the pricing built into the sale
agreements. In calculating the gain on the contract sales, the Company uses an interest rate curve that
approximates the maturity period of the then-outstanding contracts. If increases in the interest rate markets occur,
the average interest rate in our contract portfolio may not increase at the same rate, resulting in a reduction of
gain on the contracts sales as compared to the gain that would be realized if the average interest rate in our
portfolio were to increase at a more similar rate to the interest rate markets.
The Company estimates that if interest rates had been 10% higher during the year, the annual impact would
have been to reduce earnings before income tax by less than $1 million.
45
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Patterson Companies, Inc.
We have audited Patterson Companies, Inc.’s internal control over financial reporting as of April 30, 2011,
based on criteria established in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). Patterson Companies, Inc.’s
management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in Management’s Annual
Report on Internal Control Over Financial Reporting appearing in Item 9A, Controls and Procedures, of this
Annual Report on Form 10-K. Our responsibility is to express an opinion on Patterson Companies, Inc.’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Patterson Companies, Inc. maintained, in all material respects, effective internal control over
financial reporting as of April 30, 2011, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Patterson Companies, Inc. as of April 30, 2011, and April 24,
2010, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each
of the three fiscal years in the period ended April 30, 2011, and our report dated June 29, 2011, expressed an
unqualified opinion thereon.
Minneapolis, Minnesota
June 29, 2011
/s/ Ernst & Young LLP
46
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Patterson Companies, Inc.
We have audited the accompanying consolidated balance sheets of Patterson Companies, Inc. and
subsidiaries as of April 30, 2011, and April 24, 2010, and the related consolidated statements of income, changes
in stockholders’ equity, and cash flows for each of the three fiscal years in the period ended April 30, 2011. Our
audits also included the financial statement schedule listed in Item 15(a)(2). These financial statements and
schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Patterson Companies, Inc. and subsidiaries at April 30, 2011, and April 24,
2010, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the
period ended April 30, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Patterson Companies, Inc.’s internal control over financial reporting as of April 30, 2011, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated June 29, 2011, expressed an unqualified
opinion thereon.
Minneapolis, Minnesota
June 29, 2011
/s/ Ernst & Young LLP
47
PATTERSON COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
April 30,
2011
April 24,
2010
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance for doubtful accounts of $8,365 and $9,111 at
April 30, 2011 and April 24, 2010, respectively . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term receivables, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Identifiable intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 388,665
$ 340,591
465,170
336,094
40,780
1,230,709
189,583
90,285
795,616
227,216
31,559
452,746
288,725
51,696
1,133,758
169,598
75,073
782,083
223,594
38,863
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,564,968
$2,422,969
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 210,033
56,575
100,823
$ 193,626
67,809
86,916
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
367,431
525,000
78,239
33,758
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,004,428
348,351
525,000
72,164
35,943
981,458
Stockholders’ equity:
Common Stock, $.01 par value:
Authorized shares—600,000
Issued and outstanding shares—121,100 and 123,437 at April 30, 2011, and
April 24, 2010, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
Accumulated other comprehensive income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned ESOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,211
0
41,950
1,632,497
(115,118)
1,234
41,703
23,291
1,493,885
(118,602)
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,560,540
1,441,511
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,564,968
$2,422,969
See accompanying notes
48
PATTERSON COMPANIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Fiscal Year Ended
April 30,
2011
April 24,
2010
April 25,
2009
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,415,670
2,271,445
$3,237,376
2,147,975
$3,094,227
2,050,703
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,144,225
768,217
1,089,401
734,110
1,043,524
697,298
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income and expense:
Other income, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
376,008
355,291
346,226
5,719
(25,840)
355,887
130,502
9,444
(25,694)
339,041
126,787
3,574
(30,149)
319,651
120,016
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 225,385
$ 212,254
$ 199,635
Earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
1.91
1.89
$
$
1.79
1.78
$
$
1.70
1.69
Weighted average shares:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118,290
119,066
118,443
119,202
117,716
118,355
See accompanying notes
49
PATTERSON COMPANIES, INC.
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands)
Common Stock
Additional
Paid-in
Accumulated
Other
Comprehensive
Retained
Unearned
ESOP
Number
Amount
Capital
(Loss) Income
Earnings
Shares
Total
Balance at April 26, 2008 . . . . . . . 122,356,642 $1,224
—
Foreign currency translation . . . . .
—
Cash flow hedge . . . . . . . . . . . . . .
—
Net income . . . . . . . . . . . . . . . . . .
—
—
—
$ —
—
—
—
$ 31,352
(40,096)
(123)
—
$1,093,974 $(121,763) $1,004,787
(40,096)
(123)
199,635
—
—
199,635
—
—
Comprehensive income . . . . . . . . .
Common stock issued and related
tax benefits . . . . . . . . . . . . . . . .
Repurchases of common stock . . .
Stock-based compensation . . . . . .
ESOP activity . . . . . . . . . . . . . . . .
737,862
(1,052,037)
—
—
7
(11)
—
—
12,579
11
7,730
—
—
—
—
—
—
—
—
—
—
—
1,801
159,416
12,586
—
7,730
1,801
Balance at April 25, 2009 . . . . . . . 122,042,467 $1,220
—
Foreign currency translation . . . . .
—
Cash flow hedge . . . . . . . . . . . . . .
—
Net income . . . . . . . . . . . . . . . . . .
—
—
—
$ 20,320
—
—
—
$ (8,867)
32,281
(123)
—
Comprehensive income . . . . . . . . .
Dividends declared . . . . . . . . . . . .
Common stock issued and related
tax benefits . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . .
ESOP activity . . . . . . . . . . . . . . . .
—
1,394,599
—
—
—
14
—
—
Balance at April 24, 2010 . . . . . . . 123,437,066 $1,234
—
Foreign currency translation . . . . .
—
Cash flow hedge . . . . . . . . . . . . . .
—
Net income . . . . . . . . . . . . . . . . . .
—
—
—
—
12,557
8,826
—
$ 41,703
—
—
—
Comprehensive income . . . . . . . . .
Dividends declared . . . . . . . . . . . .
Common stock issued and related
tax benefits . . . . . . . . . . . . . . . .
Repurchase of Common Stock . . .
Stock-based compensation . . .
ESOP activity . . . . . . . . . . . . .
—
—
—
920,158
(3,257,374)
9
(32)
—
—
9,993
(62,177)
10,481
—
—
—
—
—
$ 23,291
18,782
(123)
—
—
—
—
—
$1,293,609 $(119,962) $1,186,320
32,281
(123)
212,254
—
—
212,254
—
—
(11,978)
—
—
—
—
—
—
1,360
244,412
(11,978)
12,571
8,826
1,360
$1,493,885 $(118,602) $1,441,511
18,782
(123)
225,385
—
—
225,385
—
—
(50,022)
—
(36,751)
—
—
—
—
3,484
244,044
(50,022)
10,002
(98,960)
10,481
3,484
Balance at April 30, 2011 . . . . . . . 121,099,850 $1,211
$
0
$ 41,950
$1,632,497 $(115,118) $1,560,540
See accompanying notes
50
PATTERSON COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Fiscal Year Ended
April 30,
2011
April 24,
2010
April 25,
2009
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating
$ 225,385
$212,254
$ 199,635
activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from stock-based compensation . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in assets and liabilities net of acquired:
Decrease (increase) in receivables . . . . . . . . . . . . . . . . . . . . . .
(Increase) decrease in inventory . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in accounts payable . . . . . . . . . . . . . . . . .
(Decrease) increase in accrued liabilities . . . . . . . . . . . . . . . .
(Increase) decrease in long-term receivables . . . . . . . . . . . . .
Other changes from operating activities, net . . . . . . . . . . . . . .
24,613
16,726
3,409
10,481
(1,276)
17,170
3,784
(26,639)
9,664
(5,754)
(15,212)
261
25,692
13,782
4,579
8,826
(387)
251
24,185
(12,090)
9,215
3,680
(23,501)
(1,001)
22,890
7,456
4,193
7,730
(346)
9,830
(90,908)
24,161
(35,610)
(22,591)
2,820
(5,255)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . .
262,612
265,485
124,005
Investing activities:
Additions to property and equipment, net of acquisitions . . . . . . . . . . . .
Acquisitions and equity investments, net of cash . . . . . . . . . . . . . . . . . .
(36,822)
(52,187)
(29,804)
(53,672)
(32,318)
(124,776)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(89,009)
(83,476)
(157,094)
Financing activities:
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Payments on) Borrowings from revolver . . . . . . . . . . . . . . . . . . . . . . . .
ESOP activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from stock-based compensation . . . . . . . . . . . . . . . .
(49,992)
0
0
707
(97,153)
11,940
1,276
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . .
(133,222)
7,693
(11,886)
0
(22,000)
1,360
0
12,184
387
(19,955)
20,472
0
(130,034)
22,000
1,801
0
12,244
346
(93,643)
(23,367)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . .
48,074
340,591
182,526
158,065
(150,099)
308,164
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . .
$ 388,665
$340,591
$ 158,065
Supplemental disclosures:
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
Repurchases of common stock with liability due to broker
$ 112,840
24,703
1,807
$139,504
25,628
—
$ 109,660
31,901
—
See accompanying notes
51
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2011
(Dollars in thousands, except share and per share amounts)
1. Summary of Significant Accounting Policies
Description of Business
Patterson Companies, Inc., “Patterson” or “the Company”, is a value-added distributor serving the dental,
companion-pet veterinarian and rehabilitation supply markets. The Company has three reportable segments:
dental supply, veterinary supply and rehabilitation supply.
Basis of Presentation
The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries.
Significant inter-company transactions and balances have been eliminated in consolidation. The respective assets
of PDC Funding Company, LLC and PDC Funding Company II, LLC, would be available first and foremost to
satisfy the claims of their respective creditors. There are no known creditors of PDC Funding Company, LLC or
PDC Funding Company II, LLC.
Fiscal Year End
The Company utilizes a fifty-two, fifty-three week fiscal year ending on the last Saturday in April.
Accordingly, fiscal year 2011 included fifty-three weeks and fiscal years 2010 and 2009 included fifty-two
weeks.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents consist primarily of investments in money market funds and government securities. The
maturity of these securities at the time of purchase is 90 days or less. All cash equivalents are classified as
available-for-sale and carried at fair value, which approximates cost.
Inventory
Inventory consists of merchandise held for sale and is stated at the lower of cost or market. Cost is
determined using the last-in, first-out (LIFO) method for all inventories, except for foreign inventories and
manufactured inventories, which are valued using the first-in, first-out (FIFO) method. Inventories valued at
LIFO represent 82% and 86% of total inventories at April 30, 2011 and April 24, 2010, respectively.
The accumulated LIFO reserve was $61,385 at April 30, 2011 and $56,961 at April 24, 2010. The Company
believes that inventory replacement cost exceeds the inventory balance by an amount approximating the LIFO
reserve.
Property and Equipment
Property and equipment are stated at cost. The Company provides depreciation on the straight-line method
over estimated useful lives of up to 40 years for buildings or the expected remaining life of purchased buildings,
3 to 20 years for leasehold improvements or the term of the lease, if less, 5 years for data processing equipment,
and 5 to 10 years for office furniture and equipment.
52
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill represents the excess of cost over the fair value of identifiable net assets of businesses acquired.
Other indefinite-lived intangible assets include copyrights, trade names and trademarks.
Goodwill for each reporting unit is evaluated using a two-step impairment test at the reporting unit level.
The Company has three reporting units at April 30, 2011, which are the same as our operating units. The first
step of the goodwill impairment test compares the book value of a reporting unit, including goodwill, with its fair
value, as determined by its discounted cash flows. If the book value of a reporting unit exceeds its fair value, the
second step of the impairment test is performed to determine the amount of goodwill impairment loss to be
recorded. The determination of fair value involves uncertainties because it requires management to make
assumptions and to apply judgment to estimate industry and economic factors and the profitability of future
business strategies. The Company conducts impairment testing based on our current business strategy in light of
present industry and economic conditions, as well as future expectations. Additionally, in assessing goodwill for
impairment, we consider the reasonableness of the implied control premium based on market capitalizations and
recent market transactions.
We assess other indefinite-lived intangible assets for impairment by comparing the carrying value of an
asset with its fair value. If the carrying value exceeds fair value, an impairment loss is recognized in an amount
equal to the excess. The determination of fair value involves assumptions, including projected revenues and gross
profit levels, as well as consideration of any factors that may indicate potential impairment.
In the fourth quarter of fiscal 2011, management completed its annual goodwill and other indefinite-lived
intangible asset impairment tests and determined there was no impairment. Although the Company believes our
estimates and assumptions used in estimating cash flows and determining fair value are reasonable, making
material changes to such estimates and assumptions could materially affect such impairment analyses and our
financial results, including an impairment charge that could be material.
Long-Lived Assets
Long-lived assets, including definite-lived intangible assets, are evaluated for impairment whenever events
or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the
estimated undiscounted future cash flows derived from such assets. The Company’s definite-lived intangible
assets primarily consist of an exclusive distribution agreement and customer lists. When impairment exists, the
related assets are written down to fair value.
Financial Instruments
The Company accounts for derivative financial instruments under the provisions of ASC Topic 815,
“Derivatives and Hedging.” The Company’s use of derivative financial instruments is generally limited to
managing well-defined interest rate risks. The Company does not use financial instruments or derivatives for any
trading purposes.
Revenue Recognition
Revenues are generated from the sale of consumable products, equipment, software products and services,
technical service parts and labor, freight and delivery charges, and other sources. Revenues are recognized when
persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is
fixed and final, and there is reasonable assurance of collection of the sale. 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.
53
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Consumable product sales are recorded upon delivery, except in those circumstances where terms of the sale
are FOB shipping point.
Equipment and software product revenues are recognized upon delivery and, if necessary, installation. In
those circumstances where terms of the sale are FOB shipping point, revenues are recognized when products are
transferred to the shipping carrier. Revenue derived from post contract customer support for software is deferred
and recognized ratably over the period in which the support is provided.
Other revenue including freight and delivery charges and technical service parts and labor is recognized
when the related product revenue is recognized or when the product or services are provided to the customer.
The receivables that result from the recognition of revenue by the Company are reported net of the related
allowances discussed above. The Company also maintains 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, economic trends and credit worthiness of customers.
Receivables are written off when the Company determines the amounts to be uncollectible, typically upon
customer bankruptcy or non-response to continuous collection efforts. See also Note 6, “Customer Financing”.
The portion of receivable amounts that are not expected to be collected during the next twelve months are
classified as long-term.
The Company has a relatively large disperse customer base and no single customer accounts for more than
1% of consolidated net sales. In addition, the equipment sold to customers under finance contracts generally
serves as collateral for the contract and the customer provides a personal guarantee as well.
Patterson Advantage® Loyalty Program
Patterson Dental provides a point-based awards program to qualifying customers involving the issuance of
“Patterson Advantage® dollars” which can be used toward equipment and technology purchases. The program
was initiated on January 1, 2009 and runs on a calendar year schedule. Patterson Advantage® dollars earned
during a program year expire one year after the end of the program year. The cost and corresponding liability
associated with the program is recognized as contra-revenue in accordance with ASC Topic 605-50, “Revenue
Recognition-Customer Payments and Incentives.” As of April 30, 2011, the Company does not have sufficient
experience with the program to reasonably estimate the amount of Patterson Advantage® dollars that will not be
redeemed and thus has recorded a liability for the maximum potential amount that could be redeemed. Actual
redemptions could differ from our estimates, resulting in an adjustment to revenues.
Freight and Delivery Charges
Freight and delivery charges incurred by the Company are included in cost of sales.
Advertising
The Company expenses all advertising and promotional costs as incurred, except for direct marketing
expenses, which are expensed over the shorter of the life of the asset or one year. Total advertising and
promotional expenses were $20,630, $21,368 and $22,105 for fiscal years 2011, 2010 and 2009, respectively.
Deferred direct-marketing expenses included in prepaid and other current assets on the consolidated balance
sheet as of April 30, 2011, and April 24, 2010 were $3,045 and $2,858, respectively.
54
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Income Taxes
The liability method is used to account for income tax expense. Under this method, deferred tax assets and
liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to
reverse.
Valuation allowances are established for deferred tax assets if, after assessment of available positive and
negative evidence, it is more likely than not that the deferred tax asset will not be fully realized.
Employee Stock Ownership Plan (ESOP)
Compensation expense related to the Company’s defined contribution ESOP is computed based on the
shares allocated method.
Stock-based Compensation
The Company recognizes stock-based compensation expense based on the grant-date fair value of awards
estimated in accordance with ASC Topic 718, “Stock Compensation”.
Comprehensive Income
Comprehensive income is computed as net income plus certain other items that are recorded directly to
stockholders’ equity. The only significant item included in comprehensive income in addition to net income is
foreign currency translation adjustments. Foreign currency translation adjustments do not include a provision for
income tax because earnings from foreign operations are considered to be indefinitely reinvested outside the U.S.
Earnings Per Share
The amount of basic earnings per share is computed by dividing net income by the weighted average
number of outstanding common shares during the period. The amount of diluted earnings per share is computed
by dividing net income by the weighted average number of outstanding common shares and common share
equivalents, when dilutive, during the period.
The following table sets forth the denominator for the computation of basic and diluted earnings per share.
There were no material adjustments to the numerator.
Fiscal Year
2011
2010
2009
(in thousands)
Denominator:
Denominator for basic earnings per share—weighted average shares . . . . . . .
Effect of dilutive securities—stock options, restricted stock and stock
118,290
118,443
117,716
purchase plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
776
759
639
Denominator for diluted earnings per share—adjusted weighted average
shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119,066
119,202
118,355
Options to purchase 559, 932 and 1,143 shares of common stock during fiscal years 2011, 2010 and 2009,
respectively, were excluded from the calculation of diluted earnings per share because the effect would have been
anti-dilutive. Unvested restricted stock awards outstanding which were excluded from the calculation of diluted
earnings per share during fiscal years 2011, 2010 and 2009 were 173, 60, and 270, respectively, because the
effect would have been anti-dilutive.
55
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Recent Accounting Pronouncements
In June 2009, the FASB issued guidance codified into ASC Topic No. 860, “Transfers and Servicing” (ASC
860) which amends the derecognition guidance in former FASB Statement No. 140 and eliminates the exemption
from consolidation for qualifying special-purpose entities. Also in June 2009, the FASB issued guidance codified
into ASC Topic No. 810, “Consolidation” (ASC 810) which amends the consolidation guidance applicable to
variable interest entities. The amendments significantly affected the overall consolidation analysis under former
FASB Interpretation No. 46(R). Both ASC 860 and ASC 810 were effective for fiscal years beginning after
November 15, 2009. See Note 6 to the financial statements for information regarding the Company’s accounting
under this guidance.
In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-13, “Multiple-
Deliverable Revenue Arrangements” (ASU 2009-13). This update amends ASC Topic 605-25, “Revenue
Recognition—Multiple-Deliverable Revenue Arrangements” to remove the criterion that entities must use
objective and reliable evidence of fair value in separately accounting for deliverables and provides entities with a
hierarchy of evidence that must be considered when allocating arrangement consideration. The update also
requires entities to allocate arrangement consideration to the separate units of accounting based on the
deliverables’ relative selling price. ASU 2009-13 is effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010, unless the election is made to adopt
ASU 2009-13 retrospectively. ASU 2009-13 is not expected to have a material impact on the Company’s
financial condition, results of operations and cash flows.
In October 2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements that Include
Software Elements” (ASU 2009-14). This update modifies the scope of the software revenue recognition
guidance to exclude (a) non-software components of tangible products and (b) software components of tangible
products that are sold, licensed, or leased with tangible products when the software components and non-software
components of the tangible product function together to deliver the product’s functionality. ASU 2009-14 is
effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on
or after June 15, 2010, unless the election is made to adopt ASU 2009-14 retrospectively. ASU 2009-14 is not
expected to have a material impact on the Company’s financial condition, results of operations and cash flows.
2. Cash Equivalents
At April 30, 2011 and April 24, 2010, cash and cash equivalents consisted of the following:
Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash equivalents:
Government securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 30,
2011
April 24,
2010
$200,443
$199,311
76,137
112,085
188,222
114,233
27,047
141,280
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$388,665
$340,591
Cash on hand is generally in interest earning accounts.
56
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. Goodwill and Other Intangible Assets
The changes in the carrying value of goodwill for each of the Company’s reportable segments for the fiscal
year ended April 30, 2011 are as follows:
Dental supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rehabilitation supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Veterinary supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$131,370
530,904
119,809
$ —
6,481
651
$1,300
610
4,491
$132,670
537,995
124,951
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$782,083
$7,132
$6,401
$795,616
Balance at
April 24, 2010
Acquisition
Activity
Other
Activity
Balance at
April 30, 2011
The increase in the acquisition activity column during the nine month period ended April 30, 2011 primarily
reflects the purchase price allocations of the rehabilitation businesses of DCC Healthcare, which were acquired in
June 2010. The other activity column is comprised primarily of earn-out payments made related to acquisitions
completed prior to fiscal year 2010 and foreign currency translation.
Other intangibles acquired in the acquisitions from DCC Healthcare had a fair value of approximately $17.3
million and a weighted average useful life of 9.9 years.
Balances of other intangible assets excluding goodwill are as follows:
April 30,
2011
April 24,
2010
Unamortized—indefinite lived:
Copyrights, trade names and trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 76,422
$ 76,464
Amortized:
Distribution agreement, customer lists and other . . . . . . . . . . . . . . . . . . .
Less: Accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229,649
(78,855)
209,050
(61,920)
Net amortized intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150,794
147,130
Total identifiable intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$227,216
$223,594
In 2006, the Company extended its exclusive North American distribution agreement with Sirona Dental
Systems GmbH (“Sirona”) for Sirona’s CEREC® 3D dental restorative system. The Company paid a $100
million distribution fee to extend the agreement for a 10-year period that began in October 2007. The distribution
fee is included in identifiable intangibles, net in the consolidated balance sheet. The amortization of the
distribution agreement fee is recorded over the 10-year period based on estimates of the pattern in which the
economic benefits of the fee are expected to be realized, consisting primarily of revenues generated from the sale
of CEREC® 3D dental restorative systems. Amortization expense in any year may differ significantly from other
years.
With respect to the amortized intangible assets, future amortization expense is expected to approximate
$18,500, $19,600, $21,100, $22,400 and $24,400 for fiscal years 2012, 2013, 2014, 2015 and 2016, respectively.
The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ
from estimated amounts due to additional intangible asset acquisitions, actual revenues generated from the sale of
CEREC® 3D dental restorative systems, changes in foreign currency exchange rates, impairment of intangible
assets, accelerated amortization of intangible assets and other events.
57
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
4. Acquisitions and Equity Investments
We completed several acquisitions during fiscal years 2011, 2010 and 2009. The operating results of each of
these acquisitions are included in the Company’s consolidated statements of income from the date of each
acquisition. Pro forma results of operations and details of the purchase price allocations have not been presented
for these acquisitions since the effects of these business acquisitions were not material to the Company either
individually or in the aggregate. A listing of acquisitions completed during the periods covered by these financial
statements is presented below:
Entity
Segment
Fiscal 2011:
DCC Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rehabilitation supply
ePet Records LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Veterinary supply
Fiscal 2010:
Therapeutic Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rehabilitation supply
Global Medical & Dental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dental supply
Empi Therapy Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rehabilitation supply
Summit Sports Medical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rehabilitation supply
Fiscal 2009:
Mobilis Healthcare Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rehabilitation supply
Dolphin Imaging Systems, LLC and Dolphin Practice Management, LLC . . . . Dental supply
Columbus Serum Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Veterinary supply
Odyssey Veterinary Software LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Veterinary supply
Denesca . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dental supply
In April 2010, the Company made a minority equity investment of 33.3% in VetSource, a leading North
American provider of integrated specialty pharmacy distribution, including home delivery capabilities. The
investment in VetSource is being accounted for under the equity method of accounting and is included in other
long-term assets in the consolidated balance sheet.
5. Property and Equipment
April 30,
2011
April 24,
2010
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Data processing equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 14,103
113,563
14,336
124,217
76,990
19,487
$ 12,263
104,750
13,381
112,636
77,063
3,244
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
362,696
(173,113)
323,337
(153,739)
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 189,583
$ 169,598
Construction in progress includes a new Patterson Technology Center facility in Illinois and improvements
to an existing distribution facility in Indiana.
58
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
6. Customer Financing
As a convenience to its customers, the Company offers several different financing alternatives including
both a Company sponsored program and a third party program. For the third party program, the Company acts as
a facilitator between the customer and the third party financing entity with no on-going involvement in the
financing transaction. Under the Company sponsored program, equipment purchases by customers with strong
credit are financed to a maximum of $0.4 million for any one customer. The Company generally sells the
customers’ financing contracts to outside financial institutions in the normal course of its business. The Company
currently has two arrangements under which it has sold these contracts.
In fiscal 2003, the Company initiated an agreement to sell its equipment finance contracts to a commercial
paper conduit managed by JPMorgan Chase Bank N.A. To participate in the commercial paper conduit, the
Company was required to establish a special purpose entity (“SPE”), PDC Funding Company, LLC, a
consolidated, wholly owned subsidiary. In December 2010, this agreement was amended and restated and The
Bank of Tokyo-Mitsubishi UFJ, Ltd. became the managing agent under the amended agreement.
The Company transfers financing contracts to the SPE and in turn, the SPE sells the contracts to the
commercial paper conduits. The SPE does not issue any debt. While there is no recourse to the Company by the
commercial paper conduits on the sale of contracts, the Company receives only approximately 84% of the
principal amount of the contracts upon the sale. The remaining 16% of the proceeds is held by the conduit as
security against the eventual performance of the portfolio. The deferred purchase price receivable from the
conduit is recorded as a non-current asset, which is carried at its estimated fair market value. As of April 30,
2011, the maximum outstanding capacity of this arrangement with the conduits at any one time is $500 million.
The Company also maintains an agreement with U.S. Bank National Association, as agent, whereby the
U.S. Bank group purchased customers’ financing contracts. The Company has established another SPE, PDC
Funding LLC II (“PDC II”), as a consolidated, wholly owned subsidiary, which sold financing contracts to the
U.S. Bank group. The Company received a portion of the principal amounts of the contracts upon sale with the
remaining portion of the proceeds held by the banks as security against the eventual performance of the portfolio.
The holdback receivable from the banks is recorded as a non-current asset, which is carried at its estimated fair
market value. The capacity under the agreement was $110 million. In the fourth quarter of fiscal 2010, this
agreement was amended such that no additional contracts will be sold, but the remaining contracts previously
sold and outstanding under the agreement will continue under the agreement. Approximately $44 million of such
contracts were outstanding as of April 30, 2011.
These financing arrangements are accounted for as a sale of assets under the provisions of ASC Topic
No. 860, “Transfers and Servicing.” During fiscal 2011, 2010 and 2009, the Company sold approximately
$296.4, $300.8 and $189.5 million, respectively, of its contracts under these arrangements. The Company retains
servicing responsibilities under both agreements, for which it is paid a servicing fee. The servicing fees received
by the Company are considered adequate compensation for services rendered. Accordingly, no servicing asset or
liability has been recorded. The agreements require the Company to maintain a minimum current ratio and
maximum leverage ratio. The Company was in compliance with the covenants at April 30, 2011.
Included in current receivables in the consolidated balance sheets are approximately $78.5 million, net of
unearned income of $3.6 million, and $116.7 million, net of unearned income of $4.2 million, as of April 30,
2011 and April 24, 2010, respectively, of finance contracts not yet sold by the Company. A total of $457.1
million of finance contracts receivable sold under the agreements were outstanding at April 30, 2011. The
residual receivable under the arrangements was approximately $78.0 and $65.2 million as of April 30, 2011 and
April 24, 2010, respectively. Since the internal financing program began in 1994, bad debt write-offs have
amounted to less than one-percent of the loans originated.
59
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
7. Long-Term Debt
In March 2008, the Company issued fixed-rate senior notes with an aggregate principal amount of $450
million, consisting of (i) $50 million 4.63% senior notes, due fiscal 2013; (ii) $250 million 5.17% senior notes,
due fiscal 2015; and (iii) $150 million 5.75% senior notes, due fiscal 2018.
Also in March 2008, the Company entered into a term loan agreement with a principal amount of $75
million, which matures in fiscal 2013. The term loan bears interest at a floating rate based on LIBOR plus a
spread which can range from 0.50% to 1.25% based on our leverage ratio, as defined in the agreement. During
the years ended April 30, 2011 and April 24, 2010, the weighted average interest rate of this term loan was
1.11% and 1.30%, respectively.
The proceeds from the issuance of debt in March 2008 were used to repurchase shares of the Company’s
common stock and to repay borrowings under the Company’s revolving line of credit. The remaining proceeds
were used for general corporate purposes. Debt issuance costs associated with the issuance of debt in March 2008
of $1.8 million are being amortized to interest expense over the life of the related debt.
In addition, in March 2008 the Company entered into two forward starting interest rate swap agreements,
each with notional amounts of $100 million and accounted for as cash flow hedges, to hedge interest rate
fluctuations in anticipation of the issuance of the 5.17% senior notes due fiscal 2015 and the 5.75% senior notes
due fiscal 2018, respectively. Upon issuance of the hedged debt, the Company settled the forward starting interest
rate swap agreements and recorded a $1.0 million increase, net of income taxes, to other comprehensive income,
which is being amortized against interest expense over the life of the related debt. The pre-tax amount
reclassified into earnings during fiscal years 2011, 2010 and 2009 was $0.2 million. The amount expected to be
reclassified into earnings during fiscal 2012 is also expected to be $0.2 million.
The Company has available a $300 million revolving credit facility through November 2012. Interest on
borrowings is based on LIBOR plus a spread which can range from 0.40% to 1.00%. This spread as well as a
commitment fee on the unused portion of the facility are based on our leverage ratio, as defined in the agreement.
There were no outstanding borrowings under the facility at April 30, 2011 or April 24, 2010.
Long-term debt consisted of the following:
Fixed rate (4.63 % to 5.75%) senior notes due fiscal 2013 to
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable rate (Libor plus 0.75%) term note due fiscal 2013 . . . . . .
$450,000
75,000
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$525,000
$450,000
75,000
$525,000
April 30, 2011
April 24, 2010
Maturities of long-term debt by fiscal year are as follows:
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
$125,000
0
250,000
0
150,000
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$525,000
60
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The debt agreements contain various financial covenants including certain leverage and interest coverage
ratios as defined in the agreements. The Company met the financial covenants under the debt agreements as of
April 30, 2011.
8. Derivative Financial Instruments
The Company is a party to certain offsetting and identical interest rate cap agreements. The cap agreements
are not designated for hedge accounting treatment and were entered into to fulfill certain covenants of a sale
agreement between a commercial paper conduit managed by The Bank of Tokyo-Mitsubishi UFJ, Ltd. and PDC
Funding. Prior to the Third Amended and Restated Receivables Purchase Agreement entered into on
December 3, 2010, the commercial paper conduit was managed by JPMorgan Chase Bank, N.A.
The cap agreements are cancelled and new agreements entered into periodically to maintain consistency
with the dollar maximum of the sale agreements and the maturity of the underlying financing contracts. As of
April 30, 2011, PDC Funding had purchased two interest rate caps from banks with combined notional amounts
of $500 million and maturity dates of September 2018. Patterson Companies, Inc. sold two identical interest rate
caps to the same banks. Similar to the above agreements, PDC Funding II and Patterson Companies, Inc. entered
into offsetting and identical interest rate swap agreements. These agreements have a notional amount of $110
million and a maturity date of July 2015.
In addition to the identical purchased and sold interest rate contracts described above, the Company has
entered into two interest rate swap agreements with banks to economically hedge the interest rate risk associated
with our finance contracts. As of April 30, 2011, the agreements have notional amounts of approximately $7
million and $4 million, respectively, and maturity dates of November 2011 and February 2012, respectively.
In fiscal 2011, the Company entered into a foreign currency forward contract that was settled within the
same quarter it was entered into. This contract served as an economic hedge and was not designated as a hedge
for accounting purposes. The gain on the contract was $0.1 million.
Also in fiscal 2011, the Company entered into a foreign currency forward contract that was settled during
the year. The forward contract served as an economic hedge and was not designated as a hedge for accounting
purposes. The resulting loss on this contract was $2.0 million.
None of the Company’s outstanding interest rate contracts qualify for hedge accounting treatment and,
accordingly, the Company records the fair value of the agreements as an asset or liability and the change in any
period as income or expense of the period in which the change occurs.
The following presents the fair value of interest rate contracts included in the consolidated balance sheets
(in millions):
Assets
Liabilities
Derivative type
Classification
Fair Value
April 30,
2011
April 24,
2010
Classification
Interest rate contracts . . . . . . . . . . Other noncurrent
$5.5
assets
$11.7 Other noncurrent
liabilities
Fair Value
April 30,
2011
April 24,
2010
$5.6
$12.6
61
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following presents the effect of interest rate and foreign currency contracts on the consolidated
statements of income (in millions):
Derivative type
Classification of gain (loss)
recognized on derivative
Interest rate contracts . . . . . . . . . . . . . . . . . . Other income (expense), net
Foreign currency contracts Other
income(expense), net
. . . . . . . . . . . . . . . .
Gain (loss)
recognized on derivative
Fiscal Year
2011
2010
2009
($0.1)
($0.9)
($1.3)
($1.9) $ 0.0
$ 0.0
See also Note 7 for information on two forward starting interest rate swaps which were entered into and
settled during the fourth quarter of fiscal 2008.
9. 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.
The Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of
April 30, 2011 is as follows:
Quoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets:
Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$188.2
5.5
$
$188.2
—
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$193.7
$188.2
—
$ 5.5
$ 5.5
Liabilities:
Derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5.6
—
$ 5.6
—
—
—
—
62
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of
April 24, 2010 is as follows:
Quoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets:
Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . . . . . . .
$141.3
$ 11.7
$141.3
—
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$153.0
$141.3
—
$11.7
$11.7
Liabilities:
Derivative instruments . . . . . . . . . . . . . . . . . . . .
$ 12.6
—
$12.6
—
—
—
—
Cash equivalents—The Company values cash equivalents at current market rates. The carrying value of cash
equivalents, including government securities and money market funds, approximates fair value. Maturities of
cash equivalents are less than three months.
Derivative instruments—The Company’s derivative instruments consist of interest rate contracts. These
instruments are valued using inputs such as interest rates and credit spreads.
Certain assets are measured at fair value on a nonrecurring basis. These assets are not measured at fair value
on an ongoing basis, but are subject to fair value adjustments under certain circumstances, such as when there is
evidence of impairment. There were no fair value adjustments to such assets in fiscal years 2011, 2010 and 2009.
The Company’s long-term debt is not measured at fair value in the consolidated balance sheets. The
estimated fair value of our debt as of April 30, 2011 and April 24, 2010 was $527.0 million and $513.5 million,
respectively. The fair value of debt was measured using a discounted cash flow analysis based on expected
market based yields.
The carrying amounts of receivables, net of allowances, accounts payable, and certain accrued and other
current liabilities approximated fair value at April 30, 2011 and April 24, 2010.
10. Lease Commitments
The Company leases facilities for its branch office locations, a few small distribution facilities, and certain
equipment. These leases are accounted for as operating leases. Future minimum rental payments under
non-cancelable operating leases are as follows at April 30, 2011:
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,799
15,277
11,106
8,745
6,632
11,540
Total minimum payments required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$71,099
63
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Rent expense was $20,459, $19,238 and $18,200 for the years ended April 30, 2011, April 24, 2010 and
April 25, 2009, respectively.
11. Income Taxes
Significant components of the provision for income taxes are as follows:
Fiscal Year
2011
2010
2009
Current:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 87,315
14,548
11,469
$ 98,481
16,308
11,747
$ 87,879
10,974
11,333
Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113,332
126,536
110,186
Deferred:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,938
310
1,922
17,170
544
(360)
67
251
8,493
487
850
9,830
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$130,502
$126,787
$120,016
Deferred tax assets and liabilities are included in prepaid expenses and other current assets and in
non-current liabilities on the balance sheet. Significant components of the Company’s deferred tax assets
(liabilities) as of April 30, 2011 and April 24, 2010 are as follows:
Deferred current income tax asset (liability):
Capital Accumulation Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory obsolescence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debt allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIFO reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred net current income tax asset
Deferred long-term income tax (liability) asset:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortizable intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant, equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2010
$ 4,048
3,455
2,424
(14,755)
14,229
$ 4,716
3,619
3,393
(5,170)
13,745
9,401
20,303
(30,033)
(49,089)
(3,737)
6,146
9,431
(4,612)
(71,894)
(6,345)
(31,752)
(41,583)
(4,055)
5,044
5,842
(1,722)
(68,226)
(3,938)
Deferred net long-term income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(78,239)
(72,164)
Net deferred income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(68,838)
$(51,861)
64
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At April 30, 2011, the Company had foreign net operating loss carryforwards (“NOLs”) of $33.7 million
attributable to the fiscal 2009 acquisition of Mobilis Healthcare Group. A valuation allowance of $6.3 million has
been recorded since the Company believes it is more likely than not that the deferred tax asset of $9.4 million
arising from the NOLS will not be fully utilized due to uncertainties relating to future taxable income from the
acquired operations.
No provision has been made for U.S. federal income taxes on certain undistributed earnings of foreign
subsidiaries that we intend to permanently invest or that may be remitted substantially tax-free. The total of
undistributed earnings that would be subject to federal income tax if remitted under existing law is approximately
$199.4 million as of April 30, 2011. Determination of the unrecognized deferred tax liability related to these
earnings is not practicable because of the complexities with its hypothetical calculation. Upon distribution of
these earnings, we will be subject to U.S. taxes and withholding taxes payable to various foreign governments. A
credit for foreign taxes already paid would be available to reduce the U.S. tax liability.
Income tax expense varies from the amount computed using the U.S. statutory rate. The reasons for this
difference and the related tax effects are shown below:
Fiscal Year
2011
2010
2009
Tax at U.S. statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State tax provision, net of federal benefit
. . . . . . . . . . . . . . . . . .
Effect of foreign taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$124,561
8,950
2,398
(5,407)
$118,664
8,103
1,411
(1,391)
$111,878
7,318
556
264
$130,502
$126,787
$120,016
The “Other” line in the table above includes tax deductions of $2.6 million in fiscal 2011 and $0.5 million in
fiscal 2010, related to dividends paid on shares held by the ESOP.
As of April 30, 2011 and April 24, 2010, the Company’s gross unrecognized tax benefits were $19.0 million
and $18.7 million, respectively. If determined to be unnecessary, these amounts (net of deferred tax assets of $4.9
million and $5.0 million, respectively, related to the tax deductibility of the gross liabilities) would decrease our
effective tax rate. The gross unrecognized tax benefits are included in other long-term liabilities on the
consolidated balance sheet.
A summary of the changes in the gross amounts of unrecognized tax benefits for the years ended April 30,
2011 and April 24, 2010 are shown below:
Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . .
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statute expirations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2010
$18,685
2,737
468
(1,309)
(1,504)
(114)
$17,544
2,904
1,577
(1,597)
(1,287)
(456)
Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$18,963
$18,685
65
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company also recognizes both interest and penalties with respect to unrecognized tax benefits as a
component of income tax expense. As of April 30, 2011 and April 24, 2010, the Company had recorded $2.9
million and $2.8 million, respectively, for interest and penalties. These amounts are also included in other long-
term liabilities on the consolidated balance sheet. These amounts, net of related deferred tax assets, if determined
to be unnecessary, would decrease the Company’s effective tax rate. During the years ended April 30, 2011 and
April 24, 2010, the Company recorded as part of tax expense $0.8 million and $0.4 million, respectively, related
to an increase in its estimated liability for interest and penalties.
The Company files income tax returns, including returns for our subsidiaries, with federal, state, local and
foreign jurisdictions. The Company is not currently under audit by the Internal Revenue Service (“IRS”). The
IRS has either examined or waived examination of all periods up to and including our fiscal year ended April 28,
2007. Periodically, state, local and foreign income tax returns are examined by various taxing authorities. We do
not believe the outcome of these various examinations would have a material adverse impact on our financial
statements.
12. Segment and Geographic Data
Patterson Companies, Inc. is comprised of three reportable segments: dental, veterinary, and rehabilitation
supply. The Company’s reportable business segments are strategic business units that offer similar products and
services to different customer bases. The dental supply segment provides a virtually complete range of
consumable dental products, clinical and laboratory equipment and value-added services to dentists, dental
laboratories, institutions and other dental healthcare providers throughout North America. The veterinary supply
segment provides consumable supplies, equipment, diagnostic products, biologicals (vaccines) and
pharmaceuticals to companion-pet veterinary clinics in the majority of regions throughout the United States. The
rehabilitation supply segment provides a comprehensive range of distributed and self-manufactured rehabilitation
medical supplies and assistive products to acute care hospitals, long-term care facilities, rehabilitation clinics,
dealers and schools.
The Company evaluates segment performance based on operating income. The corporate office general and
administrative expenses are included in the dental supply segment and consist of home office support costs in
areas such as informational technology, finance, human resources and facilities. If these corporate expenses were
allocated to the segments, the results would not be materially different as the dental segment would absorb a
significant portion of these expenses. The cost to operate the distribution centers are allocated to the operating
units based on the through-put of the unit.
66
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table presents information about the Company’s reportable segments:
Fiscal Year
2011
2010
2009
Net sales
Dental supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rehabilitation supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Veterinary supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,236,056
504,734
674,880
$2,167,495
426,297
643,584
$2,174,409
369,169
550,649
Consolidated net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,415,670
$3,237,376
$3,094,227
Operating income
Dental supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rehabilitation supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Veterinary supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 272,185
66,809
37,014
$ 263,750
59,922
31,619
$ 264,544
55,584
26,098
Consolidated operating income . . . . . . . . . . . . . . . . . . . . . . . . .
$ 376,008
$ 355,291
$ 346,226
Depreciation and amortization
Dental supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rehabilitation supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Veterinary supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
27,410
7,833
6,096
26,277
5,909
7,288
$
21,341
6,032
2,973
Consolidated depreciation and amortization . . . . . . . . . . . . . . .
$
41,339
$
39,474
$
30,346
Total assets
Dental supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rehabilitation supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Veterinary supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,359,659
863,930
341,379
$1,331,510
773,732
317,727
$1,092,924
740,085
300,611
Consolidated total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,564,968
$2,422,969
$2,133,620
67
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table presents sales information by product for the Company and its reportable segments:
Fiscal Year
2011
2010
2009
Consolidated
Consumable and printed products . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,232,876
900,846
281,948
$2,124,558
839,436
273,382
$1,986,872
851,944
255,411
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,415,670
$3,237,376
$3,094,227
Dental supply
Consumable and printed products . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,253,224
734,749
248,083
$1,214,796
709,468
243,231
$1,217,193
731,389
225,827
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,236,056
$2,167,495
$2,174,409
Rehabilitation supply
Consumable and printed products . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 348,641
131,776
24,317
$ 303,044
100,583
22,670
$ 254,270
93,236
21,663
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 504,734
$ 426,297
$ 369,169
Veterinary supply
Consumable and printed products . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 631,011
34,321
9,548
$ 606,718
29,385
7,481
$ 515,409
27,319
7,921
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 674,880
$ 643,584
$ 550,649
The following table presents information about the Company by geographic area. No individual country,
except for the United States, generated sales greater than 10% of consolidated net sales. There were no material
sales between geographic areas.
Fiscal Year
2011
2010
2009
Net sales
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
$3,006,984
408,686
$2,903,407
333,969
$2,821,771
272,456
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,415,670
$3,237,376
$3,094,227
Income before tax
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
$ 316,293
39,594
$ 298,061
40,980
$ 288,975
30,676
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 355,887
$ 339,041
$ 319,651
Long-lived assets
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
$1,195,359
138,900
$1,179,361
109,850
$1,101,421
94,604
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,334,259
$1,289,211
$1,196,025
68
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
13. Stockholders’ Equity
Dividends
In the fourth quarter of fiscal 2010, the Company initiated a quarterly cash dividend of $0.10 per share. A
quarterly cash dividend of $0.10 per share was paid throughout fiscal 2011, except in the fourth quarter when the
dividend was increased to $0.12 per share. Prior to March 2010, the Company had not declared or paid any cash
dividends on its common stock since its initial public offering in 1992. The Company expects to continue paying
a quarterly cash dividend into the foreseeable future.
Share Repurchases
During fiscal 2011, the Company repurchased and retired 3,257,374 shares of its common stock for
$98,960, or an average of $30.38 per share. There were no share repurchases in fiscal years 2010 or 2009.
In December 2007, the Company’s Board of Directors expanded a share repurchase program to allow for the
purchase of up to twenty-five million shares of common stock in open market transactions. As of March 2011,
approximately 20.5 million shares had been repurchased under this authorization. In March 2011, the Board of
Directors cancelled and replaced the existing share repurchase program with a new authorization to repurchase
up to twenty-five million shares of common stock. As of April 30, 2011, 23,090,999 shares remain available
under the repurchase authorization, which expires on March 15, 2016.
Employee Stock Ownership Plan (ESOP)
During 1990, the Company’s Board of Directors adopted a leveraged ESOP. In fiscal 1991, under the
provisions of the plan and related financing arrangements, the Company loaned the ESOP $22,000 (the “1990
note”) for the purpose of acquiring its then outstanding preferred stock which was subsequently converted to
common stock. The contribution from the ESOP to employees is determined annually by the Board of Directors.
Shares of stock acquired by the plan are allocated to each participant who has completed 1,000 hours of service
during the plan year. The shares under the 1990 note are grandfathered from the accounting provisions of ASC
Topic 718-40, “Employer Stock Ownership Plans” (“ASC 718-40”) and therefore the provisions of the former
SOP 76-3 apply. Accordingly, the expense recognized when these shares are released and allocated to
participants is based on the original cost to acquire the shares. During fiscal 2011, 2010 and 2009, shares secured
by the 1990 note with an aggregate cost of $1,635, $1,615 and $1,500, respectively, were committed for release
and allocated to ESOP participants.
In fiscal 2002, the Company’s ESOP and an ESOP sponsored by the Thompson Dental Company
(“Thompson”) were used to facilitate the acquisition and merger of Thompson into the Company. The net result
of this transaction was an additional loan of $12,612 being made to the ESOP and the ESOP acquiring 665,978
shares of common stock of the Company. These shares are accounted for under ASC 718-40 and accordingly
these shares are not considered outstanding for the computation of earnings per share until the shares are
committed for release to the participants. When the shares are committed for release and allocated to the
participants, the expense to the Company is determined based on current fair market value. The loan bears
interest at current rates but principal does not begin to amortize until fiscal 2012. Beginning in fiscal 2012 and
through fiscal 2020, an annual payment of $250 plus interest is due and in fiscal 2020, a final payment of any
outstanding principal and interest balance is due. Prepayments of principal can be made at any time without
penalty. A total of 665,978 shares were issued in the transaction of which 97,810 were previously allocated to
Thompson employees. The remaining 568,168 shares began to be allocated in fiscal 2004 but only to the extent
of interest on the loan. During fiscal 2011, 2010 and 2009, shares secured by the Thompson note with an
aggregate fair value of $81, $111 and $300, respectively, were committed for release and allocated to ESOP
participants.
69
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
On September 11, 2006, the Company entered into a third loan agreement with the ESOP and loaned $105
million (the “2006 note”) for the sole purpose of enabling the ESOP to purchase shares of the Company’s
common stock. The ESOP purchased 3,159,645 shares with the proceeds from the 2006 note. These shares are
also accounted for under ASC 718-40. Interest on the unpaid principal balance accrues at a rate equal to
six-month LIBOR, with the rate resetting semi-annually. Interest payments were not required during the period
from and including September 11, 2006 through April 30, 2010. On April 30, 2010, accrued and unpaid interest
was added to the outstanding principal balance under the note, with interest thereafter accruing on the increased
principal amount. Unpaid interest accruing after April 30, 2010 is due and payable on each successive April 30
occurring through September 10, 2026. No principal payments are due until September 10, 2026; however,
prepayments can be made without penalty. During fiscal 2011, shares secured by the 2006 note with an aggregate
fair value of $397 were committed for release and allocated to ESOP participants. No shares secured by the 2006
note were released prior to fiscal 2011.
At April 30, 2011, a total of 13,519,176 shares of common stock that have been allocated to participants
remained in the ESOP and had a fair market value of $469,251. With respect to the 1990 note,
committed-to-be-released shares were 1,719,911 and there were no remaining suspense shares. Related to the
shares from the Thompson transaction, committed-to-be-released shares were 2,708 and suspense shares were
483,238. Finally, with respect to the 2006 note, committed-to-be-released shares were 13,221 and suspense
shares were 3,146,424.
The Company anticipates the allocation of the remaining suspense, or unearned, shares to occur over a
period of approximately 10 to 15 years. As of April 30, 2011, the fair value of all unearned shares held by the
ESOP was approximately $126.0 million. The Company will recognize an income tax deduction as the unearned
ESOP shares are released. Such deductions will be limited to the ESOP’s original cost to acquire the shares.
Dividends on allocated shares are passed down to the ESOP participants. Dividends on unallocated shares
are being used by the ESOP to make debt service payments on the notes due to the Company.
14. Stock-based Compensation
The consolidated statements of income for fiscal years 2011, 2010 and 2009 include pre-tax stock-based
compensation expense of $10.5 million ($7.2 million after-tax), $8.8 million ($6.2 million after-tax) and $7.7
million ($5.6 after-tax), respectively, recorded in accordance with the provisions of ASC Topic 718 “Stock
Compensation”. All pre-tax expense is included in operating expenses within the consolidated statements of
income. The consolidated statement of cash flows present the pre-tax stock-based compensation expense as an
adjustment to reconcile net income to net cash provided by operating activities. In addition, benefits associated
with tax deductions in excess of recognized compensation expense are presented as a cash inflow from financing
activities. For fiscal years 2011, 2010 and 2009, these excess benefits totaled $1.3, $0.4 and $0.3 million,
respectively.
As of April 30, 2011, the total compensation cost, before income taxes, related to non-vested awards yet to
be recognized was $21.1 million, and it is expected to be recognized over a weighted average period of
approximately 4.0 years.
70
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Description of General Methods and Assumptions Used to Estimate Fair Value
Described below are certain methods and assumptions used to estimate the fair value of stock-based
compensation awards. Further information is presented below within this Note that may be unique to a particular
award or group of awards.
Expected dividend yield – the Company had not historically paid dividends. Accordingly, the expected
dividend yield used had been 0%. For awards issued since the Company’s initial quarterly dividend in the
fourth quarter of fiscal 2010, the Company has included an expected dividend yield based on estimates as of
the grant date of awards.
Expected stock price volatility – the Company considers historical volatility trends, implied future volatility
based on certain traded options of the Company, and other factors.
Risk-free interest rate – the Company bases the risk-free interest rate on the U.S. Treasury yield curve in
effect at the grant date with similar terms to the expected term of the award.
Expected term of stock options and restricted stock – The Company estimates the expected term, or life, of
awards based on several factors, including grantee types, vesting schedules, contractual terms and various
factors surrounding exercise behavior of different groups.
Director and Employee Stock Option Plans
In June 1992, the Company adopted a Director Stock Option Plan. Options were granted at the fair market
value of the underlying stock on the date of grant, vest over one year, and are exercisable for a period of four
years commencing one year after the date of grant. This plan terminated during fiscal 2002.
In September 2001, the Company adopted a new Director Stock Option Plan. A total of 800,000 shares of
common stock have been reserved for issuance under this plan. Options are granted at fair market value of the
underlying stock on the option grant date, vest over one year, and are exercisable for a period of nine years
commencing one year after the grant date.
In June 1992, the Company adopted the Patterson Dental Company 1992 Stock Option Plan, a plan for
employees. Due to the expiration of this plan in fiscal 2003, no options remain available for future issuance under
this plan. In September 2002, the Company adopted a new employee equity award plan. A total of 6,000,000
shares of common stock were reserved for issuance under the plan. In September 2004, the Company’s
shareholders voted to approve the Amended and Restated 2002 Stock Option Plan, a restatement of the 2002
plan. Upon approval, the plan was renamed the “Patterson Companies, Inc. Equity Incentive Plan” (“Equity
Incentive Plan”).
The Equity Incentive Plan amendments did not change the number of shares reserved for awards under the
plan. The Equity Incentive Plan authorizes various award types to be issued under the plan, including stock
options, restricted stock and restricted stock units, stock bonuses, cash bonuses, stock appreciation rights,
performance awards and dividend equivalents. Awards may have a term no longer than ten years and vesting
terms are determined by the compensation committee of the Board of Directors. The minimum restriction period
for restricted stock and restricted stock units is three years, or one year in the case of performance-based awards.
Additionally, a plan amendment in September 2009 increased the maximum number of shares that may be issued
pursuant to awards of restricted stock, restricted stock awards and stock bonuses from 2,000,000 shares to
6,000,000 shares. Prior to fiscal 2006, only stock option awards had been granted under the Equity Incentive
Plan. During fiscal years 2011, 2010 and 2009, expense recognized related to stock options was $1.7 million,
$2.0 million and $2.0 million, respectively.
71
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The fair value of stock options granted was estimated as of the grant date using a Black-Scholes option-
pricing model with the following weighted average assumptions during fiscal years 2011, 2010 and 2009:
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life of options (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1.2% —
38.0% 32.7% 31.0%
3.3%
2.7%
3.6%
8.3
8.3
8.8
Following is a summary of stock option activity for all plans during fiscal years 2011, 2010 and 2009:
Total Outstanding
April 30,
2011
April 24,
2010
April 25,
2009
Balance as of April 26, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of April 25, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of April 24, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number
of
Options
2,030
52
(142)
(42)
1,898
86
(281)
(55)
1,648
51
(334)
(92)
Exercise
Price (a)
Intrinsic
Value
$24.10
30.45
11.59
22.85
$25.24
20.76
12.36
33.15
$26.94
32.08
17.82
23.02
Balance as of April 30, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,273
$29.82
$8,025
Vested or expected to vest as of April 30, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,085
$29.89
$6,740
Exercisable as of April 30, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
590
$30.24
$3,351
(a) Weighted-average exercise price
The weighted average fair values of options granted during fiscal years 2011, 2010 and 2009 were $14.07,
$8.95, and $13.50, respectively. The weighted average remaining contractual lives of options outstanding and
options exercisable as of April 30, 2011 were 3.6 and 2.9 years, respectively. The Company settles stock option
exercises with newly issued common shares.
Related to stock options exercised, the intrinsic value, cash received and tax benefits realized were $4.4,
$6.1 and $1.2 million, respectively, in fiscal 2011; $3.4, $3.5 and $1.3 million, respectively, in fiscal 2010; and
$2.5, $1.6 and $0.8 million, respectively, in fiscal 2009.
Restricted Stock and Performance Unit Awards
In fiscal 2006, the Company began to issue restricted stock and performance unit awards under the Equity
Incentive Plan. The grant date fair value is based on the closing stock price on the day of the grant. Restricted
stock awards to employees generally vest over a seven or nine-year period and are subject to forfeiture
provisions. Certain restricted stock awards, which are held by line management, are subject to accelerated vesting
72
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
provisions beginning three years after the grant date, based on certain operating goals. Restricted stock awards
are also granted to non-employees directors on the date of each annual board meeting. These awards vest over
three years. The performance unit awards, issued primarily to executive management, are earned at the end of a
three-year period if certain operating goals are met, and are settled in an equivalent number of common shares or
in cash as determined by the compensation committee of the Board of Directors. The satisfaction of operating
goals is not finally determined until the end of a three-year period. Accordingly, the Company recognizes
expense related to performance unit awards over the requisite service period using the straight-line method based
on the outcome that is probable. During fiscal years 2011, 2010 and 2009, expense recognized related to
restricted stock and performance unit awards was $5.5 million, $3.7 million, and $2.5 million, respectively. The
total intrinsic value of restricted stock awards that vested in fiscal 2011, 2010 and 2009 was $3.5 million, $0.8
million and $0.5 million, respectively. No performance units have been granted since fiscal 2009 and none of the
performance units that have been awarded were ultimately earned. As of April 30, 2011, no performance units
were outstanding.
The following tables summarize information concerning non-vested restricted stock awards and
performance unit awards for fiscal years 2011, 2010 and 2009:
Restricted Stock Awards
Weighted Average
Grant-Date
Fair Value
Shares
Outstanding at April 26, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at April 25, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at April 24, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
393
206
(14)
(48)
537
451
(34)
(35)
919
406
(104)
(110)
Outstanding at April 30, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,111
$37.21
32.95
33.60
36.13
$35.77
20.35
36.65
29.21
$28.42
31.91
33.07
28.81
$29.22
Performance Unit Awards
Weighted Average
Grant-Date
Fair Value
Shares
Outstanding at April 26, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures and cancellations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at April 25, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures and cancellations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at April 24, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures and cancellations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at April 30, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
32
(13)
63
(36)
27
(27)
0
$ 36.77
31.34
42.62
$ 32.80
34.24
$ 30.88
(30.88)
$
0
73
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Employee Stock Purchase Plan
In June 1992, the Company adopted an Employee Stock Purchase Plan (the “Stock Purchase Plan”). A total
of 4,750,000 shares of common stock are reserved for issuance under the Stock Purchase Plan. The Stock
Purchase Plan, which is intended to qualify under Section 423 of the Internal Revenue Code, is administered by
the Board of Directors of the Company or by a committee appointed by the Board of Directors and follows a
calendar plan year. Employees are eligible to participate after nine months of employment with the Company if
they are employed for at least 20 hours per week and more than five months per year. The Stock Purchase Plan
permits eligible employees to purchase common stock through payroll deductions, which may not exceed 10
percent of an employee’s compensation, at 85 percent of the lower of the fair market value of the common stock
on the offering date or at the end of each three-month period following the offering date during the applicable
offering period. Employees may end their participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with the Company. At April 30, 2011, there were
568,439 shares available for purchase under the Stock Purchase Plan.
The Stock Purchase Plan includes a look-back option and accordingly there are several option elements for
which the fair value is estimated on the grant date using the Black-Scholes option-pricing model. Total expense
recognized related to the employee stock purchase plan was $1.8, $1.6 and $1.6 million during fiscal years 2011,
2010 and 2009, respectively. The following table summarizes the weighted-average assumptions relating to the
Stock Purchase Plan for fiscal years 2011, 2010 and 2009:
2011
2010
2009
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life of options (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
0.4% —
31.3% 29.0% 29.0%
0.2% 0.1% 2.2%
0.5
0.5
0.5
Capital Accumulation Plan
In 1996, the Company adopted an employee Capital Accumulation Plan (the “CAP Plan”). A total of
6,000,000 shares of common stock are reserved for issuance under the CAP Plan. Key employees of the
Company or its subsidiaries are eligible to participate by purchasing common stock through payroll deductions,
which must be between 5% and 25% of an employee’ compensation, at 75% of the price of the common stock at
the beginning of or the end of the calendar year, whichever is lower. The shares issued are restricted stock and
are held in the custody of the Company until the restrictions lapse. The restriction period is three years from the
beginning of the plan year, but restricted shares are subject to forfeiture provisions. At April 30, 2011, 2,424,521
shares were available for purchase under the CAP Plan.
Based on the provisions of the CAP Plan, there are option elements for which the fair value is estimated on
the grant date using the Black-Scholes option-pricing model. Total expense recognized related to the CAP Plan
was $1.4, $1.6 and $1.6 million during fiscal years 2011, 2010 and 2009, respectively. The following table
summarizes the weighted-average assumptions relating to the CAP Plan for fiscal years 2011, 2010 and 2009:
2011
2010
2009
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life of options (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
—
0.4% —
31.3% 29.0% 29.0%
0.4% 1.1% 2.3%
1.0
1.0
1.0
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
15. Litigation
The Company is involved in various product related, employment related and other legal proceedings
arising in the ordinary course of business. Some of these proceedings involve product liability claims arising out
of the use of products the Company distributes. Product liability indemnification is generally obtained from our
suppliers. However, in the event a supplier of a defective product is unable to pay a judgment for which the
Company may be jointly liable, the Company would have liability for the entire judgment.
The Company maintains product liability insurance coverage for any potential liability for claims arising out
of products sold by the Company. While the Company believes its insurance coverage is adequate, there can be
no assurance that our insurance coverage is sufficient or will be available to us in adequate amounts or at
reasonable costs in the future. Also, there can be no assurance that the indemnification agreements with our
suppliers will provide us with adequate protection. In addition, future claims brought against the Company could
involve claims not covered by insurance or indemnification agreements, and could have a material adverse effect
on the Company’s business or financial condition.
As of April 30, 2011 and April 24, 2010, the Company had accrued our best estimate of potential losses
relating to product liability and other claims that were probable to result in a liability and for which it was
possible to reasonably estimate a loss. These accrued amounts, as well as related expenses, have not been
material to our financial position, results of operations or cash flows. Our method for determining estimated
losses considers currently available facts, presently enacted laws and regulations and other external factors,
including probable recoveries from third parties.
16. Quarterly Results (unaudited)
Quarterly results are determined in accordance with the accounting policies used for annual data and include
certain items based upon estimates for the entire year. All fiscal quarters include results for 13 weeks, except for
the quarter ended July 31, 2010, which included 14 weeks. The following table summarizes results for fiscal
2011 and 2010.
Quarter Ended
Apr. 30,
2011
Jan. 29,
2011
Oct. 30,
2010
July 31,
2010
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per share—basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per share—diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$883,819
303,949
104,125
62,707
0.52
0.52
$
$
$824,650
280,875
92,707
55,396
0.47
0.47
$
$
$857,414
279,201
90,152
53,357
0.45
0.45
$
$
$849,787
280,200
89,024
53,925
0.45
0.45
$
$
Quarter Ended
Apr. 24,
2010
Jan. 23,
2010
Oct. 24,
2009
July 25,
2009
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per share—basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per share—diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$812,762
288,111
100,248
61,805
0.52
0.52
$
$
$820,084
276,069
93,767
56,049
0.47
0.47
$
$
$814,951
266,537
84,486
49,343
0.42
0.41
$
$
$789,579
258,684
76,790
45,057
0.38
0.38
$
$
75
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Patterson Companies, Inc. (the “Company”) is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable
assurance to our management and Board of Directors regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. The Company’s internal control over financial reporting includes those policies and procedures that:
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company;
and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those internal control systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our principal executive
officer and principal financial and accounting officer, we assessed the effectiveness of our internal control over
financial reporting as of April 30, 2011, using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its
assessment, management has concluded that our internal control over financial reporting was effective as of
April 30, 2011. During its assessment, management did not identify any material weaknesses in our internal
control over financial reporting. Ernst & Young LLP, the independent registered public accounting firm that
audited our consolidated financial statements included in Item 8, Financial Statements and Supplementary Data,
of this Annual Report on Form 10-K, has issued an unqualified report on our internal control over financial
reporting.
/s/ SCOTT P. ANDERSON
President and Chief Executive Officer
/s/ R. STEPHEN ARMSTRONG
Executive Vice President, Chief Financial
Officer and Treasurer
The report of the Company’s independent registered public accounting firm on internal control over
financial reporting is included in Item 8. of this Annual Report on Form 10-K.
76
Evaluation of Disclosure Controls and Procedures
As of April 30, 2011, the Company carried out an evaluation, under the supervision and with the
participation of the Company’s management, including the Company’s Chief Executive Officer and its Chief
Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and
procedures pursuant to Rules 13a-15 and 15d-15 of the Securities and Exchange Act of 1934 (the “Exchange
Act”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective. Disclosure controls and procedures are defined by
Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure
that information required to be disclosed by the Company in reports filed with the SEC under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in reports filed under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal financial officers, or person
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
During the fourth quarter of fiscal year 2011, there were no significant changes in the Company’s internal
controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the
Company’s internal controls over financial reporting.
Item 9B. OTHER INFORMATION
None.
77
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding the directors of the Company is incorporated herein by reference to the descriptions
set forth under the caption “Proposal No. 1 Election of Directors” in the Company’s Proxy Statement for its
Annual Meeting of Shareholders to be held on September 12, 2011 (the “2011 Proxy Statement”). Information
regarding executive officers of the Company is incorporated herein by reference to Item 1 of Part I of this Form
10-K under the caption “Executive Officers of the Registrant.” Information regarding compliance with
Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to the information set
forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2011 Proxy
Statement. The information called for by Item 10, as to the audit committee and the audit committee financial
expert, is set forth under the captions “Proposal No. 1 Election of Directors” and “Our Board of Directors and
Committees” in the 2011 Proxy Statement and such information is incorporated by reference herein.
Code of Ethics
The Company has adopted Principles of Business Conduct and Code of Ethics for its Chief Executive
Officer, Chief Financial Officer, Directors and all employees. The Company has made its Code of Ethics
available on its website (www.pattersoncompanies.com) under the section “Investor Relations—Governance.”
The Company intends to satisfy the disclosure requirement of Form 8-K regarding an amendment to, or waiver
from, a provision of its Code of Ethics by posting such information on its website at the address and location
specified above.
Item 11. EXECUTIVE COMPENSATION
Information regarding executive compensation and director compensation is incorporated herein by
reference to the information set forth under the captions “Non-Employee Director Compensation” and
“Executive Compensation” in the 2011 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table provides information as of April 30, 2011 about the common stock that may be issued
under all of our existing equity compensation plans. All of these plans have been approved by our shareholders,
except the Canadian Plan.
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by
security holders . . . . . . . . . . . . . . . . . . . . . .
1,272,710
Equity compensation plans not approved by
security holders . . . . . . . . . . . . . . . . . . . . . .
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,272,710
$29.82
—
$29.82
7,438,701
1,919,895
9,358,596
Effective June 2000, we adopted the Canadian Plan. The Canadian Plan permits eligible employees who are
designated and awarded an option to purchase such option through salary deductions. The option purchase price
is equal to 37.5% of the market price on the date of grant. Options may be exercised three years after the grant
78
date and terminate five years after the grant of the option. Options may be exercised to purchase shares at a price
equal to the remaining 62.5% of the market price on the date of grant. A total of 2,000,000 shares of common
stock have been reserved for issuance under the Canadian Plan.
The other information required by this item is incorporated herein by reference to the information set forth
under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2011 Proxy
Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information called for by Item 13 is incorporated herein by reference to the information set forth under the
captions “Certain Relationships and Related Transactions” and “Our Board of Directors and Committees” in the
2011 Proxy Statement.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information relating to principal accounting fees and services and pre-approval policies and procedures is
set forth under the captions “Proposal No. 4 Ratification of Selection of Independent Registered Public
Accounting Firm—Principal Accountant Fees and Services” in the 2011 Proxy Statement and such information is
incorporated by reference herein.
79
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements.
PART IV
The following Consolidated Financial Statements and supplementary data of the Company and its
subsidiaries are included in Part II, Item 8:
Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of April 30, 2011 and April 24, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
48
Consolidated Statements of Income for the Years Ended April 30, 2011, April 24, 2010 and April 25,
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended April 30, 2011, April 24,
2010 and April 25, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Consolidated Statements of Cash Flows for the Years Ended April 30, 2011, April 24, 2010 and April 25,
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
52
2. Financial Statement Schedules.
The following financial statement schedule is filed herewith: Schedule II—Valuation and Qualifying
Accounts for the Years Ended April 30, 2011, April 24, 2010 and April 25, 2009.
Schedules other than that listed above have been omitted because they are not applicable or the required
information is included in the financial statements or notes thereto.
3. Exhibits.
Exhibit
2.1
3.1
3.2
4.1
4.2
4.3
4.4
Article of Merger and Plan of Merger dated June 23, 2004 10
The Company’s Restated Articles of Incorporation 10
The Company’s Bylaws, as amended 1
Specimen form of the Company’s Common Stock Certificate 10
Pursuant to Item 601 (b)(4)(iii)(A) of Regulation S-K, the registrant has omitted to file certain
unregistered convertible debentures. The total amount of securities authorized thereunder does not
exceed 10 percent of the total assets of the registrant and its subsidiaries on a consolidated basis. The
registrant hereby agrees to furnish a copy of such convertible debentures to the Commission upon
request. 8
Credit Agreement dated as of November 25, 2003 among Patterson Dental Company, as the
Company, the Subsidiary Borrowers from time to time parties hereto, the Lenders from time to time
parties hereto, Bank One, NA (main office Chicago), as Administrative Agent, Bank of America,
N.A., as Syndication Agent and Suntrust Bank, the Northern Trust Company, and U.S. Bank National
Association, as Documentation Agents 9
Note Purchase Agreement dated as of November 15, 2003 among Patterson Dental Company,
AbilityOne Products Corp., AbilityOne Corporation, Patterson Dental Supply, Inc., Webster
Veterinary Supply, Inc. and Webster Management, LP 9
80
Exhibit
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
Patterson Dental Company Employee Stock Ownership Plan, as amended 1
Patterson Dental Company 1992 Stock Option Plan 1
Patterson Dental Company 1992 Director Stock Option Plan 1
Patterson Dental Company Employee Stock Purchase Plan 1
Patterson Dental Company Capital Accumulation Plan 2
Patterson Companies, Inc. Fiscal 2012 Incentive Plan
ESOP Loan Agreement dated June 15, 1990 as amended July 13, 1992 1
Amended and Restated Term Promissory Note dated July 13, 1992 1
Second Amended and Restated Contract Purchase Agreement dated April 28, 2000 between Patterson
Dental Company and U.S. Bank National Association 3
Amended and Restated Credit Agreement dated April 28, 2000 between Patterson Dental Company
and U.S. Bank National Association 3
Asset Purchase Agreement by and among Patterson Dental Company and J. A. Webster, Inc. 4
Third Amended and Restated Contract Purchase Agreement dated June 19, 2002 between Patterson
Dental Company and U. S. Bank National Association 5
Third Amended and Restated Receivables Purchase Agreement dated December 3, 2010 between
PDC Funding Company, LLC, Patterson Companies, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
New York Branch (the “Bank”) and a commercial paper conduit managed by the Bank. 12
Receivables Sale Agreement dated May 10, 2002 among PDC Funding Company, LLC, Patterson
Dental Supply, Inc., and Webster Veterinary Supply, Inc. 5
2001 Non-Employee Director Stock Option Plan 5
Amendments to Restated Employee Stock Purchase Plan 5
Amended and Restated Employee Stock Ownership Plan 5
Stock Option Plan for Canadian Employees 6
Patterson Companies, Inc. Equity Incentive Plan 11
ESOP Loan Agreement dated April 1, 2002 7
Promissory Note dated April 1, 2002 between GreatBanc Trust Company, an Illinois corporation, not
in its individual or corporate capacity, but solely as trustee of the Thompson Dental Company
Employee Stock Ownership Plan and Trust and Thompson Dental Company 7
Bridge Credit Facility dated as of September 12, 2003 among Patterson Dental Company as the
borrower and Banc One Mezzanine Corporation, as Administrative Agent and Bank of America,
N.A., as Syndication Agent. 8
ESOP Loan Agreement dated September 11, 2006 13
ESOP Note dated September 11, 2006 13
Receivables Sale Agreement dated April 27, 2007 among PDC Funding Company II, LLC, Patterson
Dental Supply, Inc., and Webster Veterinary Supply, Inc. 14
Contract Purchase Agreement dated April 27, 2007 among PDC Funding Company II, LLC,
Patterson Companies, Inc., U.S. Bank National Association and The Northern Trust Company 14
81
Exhibit
10.27
10.28
10.29
Amended and Restated Credit Agreement, dated as of November 28, 2007, among Patterson
Companies, Inc., as the Company, the Subsidiary Borrowers from time to time parties hereto, the
Lenders from time to time parties hereto, JPMorgan Chase Bank, National Association (Successor by
merger to Bank One, NA (Main Office Chicago)), as Administrative Agent, Bank of America, N.A.,
as Syndication Agent, and SunTrust Bank, the Northern Trust Company, and U.S. Bank National
Association, as Documentation Agents. 15
Note Purchase Agreement dated March 19, 2008 among Patterson Companies, Inc., Patterson
Medical Holdings, Inc., Patterson Medical Supply, Inc., Patterson Dental Holdings, Inc., Patterson
Dental Supply, Inc., Webster Veterinary Supply, Inc. and Webster Management, LP 16
Term Loan Credit Agreement dated March 20, 2008 among Patterson Companies, Inc., as the
Borrower, the Lenders from time to time parties hereto and JPMorgan Chase Bank, National
Association (Successor by merger to Bank One, NA (Main Office Chicago)), as Administrative
Agent 16
10.30
Accelerated Share Repurchase Agreement, dated March 19, 2008, by and between Patterson
Companies, Inc. and JPMorgan Chase Bank, National Association 16
21
23
31.1
31.2
32.1
32.2
101
Subsidiaries
Consent of Independent Registered Public Accounting Firm
Certification of the Chief Executive Officer pursuant to Rules 13a-4(a) and 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer pursuant to Rule 13a-4(a) and 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed Electronically) The following financial information from our Annual Report on Form 10-K for
fiscal 2011, filed with the SEC on June 29, 2011, formatted in Extensible Business Reporting
Language (XBRL): (i) the consolidated balance sheets at April 30, 2011 and April 24, 2010, (ii) the
consolidated statements of income for the year ended April 30, 2011, April 24, 2010 and April 25,
2009, (iii) the consolidated statements of cash flows for the years ended April 30, 2011, April 24,
2010 and April 25, 2009, (iv) the consolidated statements of changes in stockholders’ equity for the
years ended April 30, 2011, April 24, 2010 and April 25, 2009 and (v) the notes to the consolidated
financial statements. (a)
(a) The XBRL related information in Exhibit 101 to this Annual Report on Form 10-K 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.
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (No. 33-51304) filed with
the Securities and Exchange Commission August 26, 1992.
Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 27, 1996.
Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 29, 2000.
Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 28, 2001.
Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 27, 2002.
Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended January 25, 2003.
1
2
3
4
5
6
82
7
8
9
10
11
12
13
14
15
16
Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 26, 2003.
Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended October 25, 2003.
Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended January 24, 2004.
Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended July 31, 2004.
Incorporated by reference to the Registrant’s Form 8-K/A dated September 14, 2004, filed on September 29,
2004.
Incorporated by reference to the Registrant’s Form 8-K dated December 3, 2010, filed on December 8,
2010.
Incorporated by reference to the Registrant’s Form 8-K dated September 11, 2006, filed on September 12,
2006.
Incorporated by reference to the Registrant’s Form 8-K dated April 27, 2007, filed on May 3, 2007.
Incorporated by reference to the Registrant’s Form 8-K dated November 28, 2007, filed on December 3,
2007.
Incorporated by reference to the Registrant’s Form 8-K dated March 19, 2008, filed on March 24, 2008.
(b) See Schedule II.
(c) See Index to Exhibits.
83
Pursuant to the requirements of section 13 or 15(d) 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.
SIGNATURES
Dated: June 29, 2011
PATTERSON COMPANIES, INC.
By
/s/ SCOTT P. ANDERSON
Scott P. Anderson,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ SCOTT P. ANDERSON
Scott P. Anderson
President and Chief Executive Officer
(Principal Executive Officer)
/s/ R. STEPHEN ARMSTRONG
R. Stephen Armstrong
Executive Vice President, Treasurer,
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date
June 29, 2011
June 29, 2011
/s/ PETER L. FRECHETTE
Peter L. Frechette
Director
(Chairman of the Board of Directors)
June 29, 2011
/s/
JOHN D. BUCK
John D. Buck
Director
/s/ RONALD E. EZERSKI
Director
Ronald E. Ezerski
/s/ ANDRE B. LACY
Andre B. Lacy
/s/ CHARLES REICH
Charles Reich
Director
Director
/s/ ELLEN A. RUDNICK
Director
Ellen A. Rudnick
/s/ HAROLD C. SLAVKIN
Director
Harold C. Slavkin
/s/ BRIAN S. TYLER
Brian S. Tyler
/s/ LES C. VINNEY
Les C. Vinney
/s/
JAMES W. WILTZ
James W. Wiltz
Director
Director
Director
84
June 29, 2011
June 29, 2011
June 29, 2011
June 29, 2011
June 29, 2011
June 29, 2011
June 29, 2011
June 29, 2011
June 29, 2011
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
PATTERSON COMPANIES, INC.
(Dollars in thousands)
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Charged
to Other
Accounts Deductions
Balance at
End of
Period
Year ended April 30, 2011:
Deducted from asset accounts: . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . .
$ 9,111
$ 3,409
$ —
$ 4,155
$ 8,365
LIFO inventory adjustment
. . . . . . . . . . . . . .
Inventory obsolescence reserve . . . . . . . . . . .
$56,961
8,329
$ 4,424
10,403
Total inventory reserve . . . . . . . . . . . . .
$65,290
$14,827
$ —
—
$ —
$ — $61,385
5,844
12,888
$12,888
$67,229
Year ended April 24, 2010:
Deducted from asset accounts: . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . .
$ 9,773
$ 4,579
$ —
$ 5,241
$ 9,111
LIFO inventory adjustment
. . . . . . . . . . . . . .
Inventory obsolescence reserve . . . . . . . . . . .
$51,934
8,381
$ 5,027
10,347
Total inventory reserve . . . . . . . . . . . . .
$60,315
$15,374
$ —
—
$ —
$ — $56,961
8,329
10,399
$10,399
$65,290
Year ended April 25, 2009:
Deducted from asset accounts: . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . .
$ 8,030
$ 4,193
$1,181
$ 3,631
$ 9,773
LIFO inventory adjustment
. . . . . . . . . . . . . .
Inventory obsolescence reserve . . . . . . . . . . .
$44,333
5,497
$ 7,601
13,676
$ —
1,310
$ — $51,934
8,381
12,102
Total inventory reserve . . . . . . . . . . . . .
$49,830
$21,277
$1,310
$12,102
$60,315
85
INDEX TO EXHIBITS
Exhibit 10.6
Patterson Companies, Inc. Fiscal 2012 Incentive Compensation Plan
Exhibit 21
Subsidiaries
Exhibit 23
Consent of Independent Registered Public Accounting Firm
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101
Certification of the Chief Executive Officer pursuant to Rules 13a-4(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of the Chief Financial Officer pursuant to Rules 13a-4(a) and 15d-14(a), under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed Electronically) The following financial information from our Annual Report on Form
10-K for fiscal 2011, filed with the SEC on June 29, 2011, formatted in Extensible Business
Reporting Language (XBRL): (i) the consolidated balance sheets at April 30, 2011 and April
24, 2010, (ii) the consolidated statements of income for the year ended April 30, 2011, April 24,
2010 and April 25, 2009, (iii) the consolidated statements of cash flows for the years ended
April 30, 2011, April 24, 2010 and April 25, 2009, (iv) the consolidated statements of changes
in stockholders’ equity for the years ended April 30, 2011, April 24, 2010 and April 25, 2009
and (v) the notes to the consolidated financial statements. (a)
(a) The XBRL related information in Exhibit 101 to this Annual Report on Form 10-K 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.
86
PATTERSON COMPANIES, INC.
Fiscal 2012
Incentive Plan
Exhibit 10.6
PLAN PURPOSE
The objective of Fiscal 2012 Patterson Companies, Inc. (PDCO) Incentive Compensation Plan (the “Plan”)
is to encourage greater initiative, resourcefulness, teamwork, and efficiency on the part of its employees. The
day-to-day performance and responsibilities of each individual have a direct impact on our internal and external
customer satisfaction, sales and operational goals, which ultimately affects the profitability of the Company.
ELIGIBILITY
Participation
This Incentive Program is designed to include designated employees across the organization. Incentive
opportunity for targeted groups of employees is specified in the Plan schedules attached to this document. Newly
hired, transferred, or employees who become participants during the Plan year will be eligible on a prorated basis
under the respective schedule.
Participation in the Plan is determined by the CEO with approval of the President of each respective
subsidiary or operating unit and is based on level of responsibility and organizational impact of the participant.
Participants are eligible for participation in only one Patterson Companies, Inc. (or subsidiary thereof)
incentive, bonus, or other variable pay program, unless so authorized by specific provisions included in this Plan
and the respective Patterson Companies, Inc. variable pay Plan document(s).
Award Payments
To receive an award several criteria must be met:
Employment—To be eligible to receive an award, the individual must be employed by Patterson
Companies, Inc., or a subsidiary thereof, on the date awards are made;
Job elimination—Participants whose positions are eliminated may, at the discretion of management, be
eligible for prorated awards based on tenure in the qualifying position, overall performance level, actual
results attained, and other criteria determined by management;
Job transfer—Participants who transfer into or out of eligible positions within the Company may be
eligible for prorated awards based on tenure in the qualifying position, overall performance level, actual
results attained, and management discretion;
Performance—Continued participation in the Plan is dependent upon the participant remaining an
employee in good standing as defined by Patterson Companies, Inc. or its subsidiary. To qualify for an
award, a participant must have a satisfactory performance rating and not be on a formal performance
improvement plan. A participant on written warning or disciplinary status at any time during the Plan year
may have his/her incentive award reduced or denied at management’s discretion;
Ethical and Legal Standards—Participants are required to be in compliance with, and abide by,
Patterson Companies, Inc. Code of Ethics and comply with the letter and spirit of its provisions at all times.
No awards are considered earned until they are paid.
BASIS FOR AWARDS
The management of Patterson Companies, Inc. will approve participant objectives and evaluate performance
of the business unit. Performance will be evaluated based on the specific goals and measures described in the
attached plan schedules, the effective management of customer and employee relations, and compliance with
Company expectations of good business practices and ethical conduct.
Patterson Companies, Inc. reserves the right to make changes to the Plan at any time, including but not
limited to: withdraw or withhold from the Plan any transaction, product or service it might select; revise
territories; establish specific account, customer, or portfolio representation; and assign or reassign specific
accounts, customers, or portfolios within a participant’s location service area at any time during the fiscal year.
Goals, incentive targets, territory assignments, and any other factors affecting this Plan may be reviewed
and changed at any time during the Plan year.
APPROVAL OF AWARD PAYMENTS
The President of each respective subsidiary or operating unit will review and approve all award
recommendations prior to submission to payroll for payment. Management may adjust payments at its own
discretion to reflect the impact of any event that distorts actual results achieved and effective management of
customer and employee relations. All awards are paid at the discretion of management.
DISTRIBUTION OF AWARD PAYMENTS
Generally, awards are calculated following the end of the fiscal year and payments are scheduled within 75
days after the end of the fiscal year.
Award payments are made by the same means as the individual’s normal payroll. Applicable withholdings
are deducted from all payments. Payments made under this Plan will be used in the calculation of benefits only as
allowed under the applicable benefit plan. Awards are considered as earned by the participant on the date of
actual distribution.
Generally, awards are determined and paid according to the provisions of this Plan document. Any
exceptions require the approval of the President of each respective subsidiary or operating unit.
CHANGES IN EMPLOYMENT STATUS
In the event a participant dies, becomes disabled (as defined by Patterson’s Group Long Term Disability
Plan provisions), retires, or is on a leave of absence (as defined by applicable Patterson policies), he/she may be
eligible for an award based on management’s discretionary review of the participant’s actual performance and
actual work done while at work. In the event of death, the award payment, if any, is issued in the name of the
deceased and made payable to the estate.
ADOPTION AND ADMINISTRATION
The President and Chief Executive Officer of Patterson Companies, Inc., and the President of the subsidiary
or operating unit, or the Vice President—Human Resources on their behalf, must approve the attached Plan
schedules. The Plan schedules are effective for each fiscal year of the Company and are updated annually.
The President of each respective subsidiary or operating unit holds general authority and on-going
responsibility for Plan administration. Any exceptions to the provisions in this Plan require approval of the
President of Patterson Companies, Inc. and the President of the respective subsidiary or operating unit. The
foregoing officers and the Executive Vice President of Patterson Companies, Inc., or the Vice President of
Human Resources acting on their behalf, have the authority to interpret the terms of this Plan.
This Plan supersedes all prior Incentive Plans. No agreements or understandings will modify this Plan
unless they are in writing and approved by the President and Chief Executive Officer of Patterson Companies,
Inc. and the President of the respective subsidiary or operating unit. This Plan is reviewed annually to determine
the appropriateness of future continuation.
NO CONTRACT
Participation in this Plan does not constitute a contract of employment and shall not affect the right of
Patterson Companies, Inc. to discharge, transfer, or change the position of a participant. The employment of any
person participating in the Plan may be terminated at any time and no promise or representation is made
regarding continued employment because of participation in the Plan.
The Plan shall not be construed to limit or prevent Patterson Companies, Inc. from adopting or changing,
from time to time, any rules, standards, or procedures affecting a participant’s employment with Patterson
Companies, Inc. or any Patterson Companies, Inc. affiliate, including those which affect award payments, with or
without notice to the participant.
ETHICAL AND LEGAL STANDARDS
A participant shall not pay, offer to pay, assign or give any part of his/her compensation or any other money
to any agent, customer, or representative of the customer or any other person as an inducement or reward for
assistance in making a sale. Moreover, no rights under this Plan shall be assignable or subject to any pledge or
encumbrance of any nature.
If a participant fails to comply with the Patterson Companies, Inc. Code of Ethics or the provisions included
in this Plan document or violates any other Company policy, his/her award may be adjusted, reduced, or denied
at the discretion of Patterson Companies, Inc. management.
Approved
Scott P. Anderson
President & Chief Executive Officer
R. Stephen Armstrong
Chief Financial Officer and
Executive Vice President
Date
Date
NAME
JURISDICTION OF INCORPORATION
SUBSIDIARIES
Exhibit 21
Patterson Dental Holdings, Inc.
Patterson Dental Supply, Inc.
Direct Dental Supply Co.
Patterson Dental Canada Inc.
Patterson Technology Center, Inc.
Patterson Office Supplies, Inc.
Williamston Industrial Center, LLC
PDC Funding Company, LLC
PDC Funding Company II, LLC
Webster Veterinary Supply, Inc.
Webster Management LP
Patterson Medical Holdings, Inc.
Patterson Medical Supply, Inc.
Tumble Forms, Inc.
Midland Manufacturing Company, Inc.
Sammons Preston Canada, Inc.
Patterson Global Limited
Kinetec S.A.
Patterson Medical Limited
Mobilis Healthcare Group Ltd
Halo Healthcare Ltd
County Footwear Ltd
Ausmedic Australia Pty
Auckbritt International Ltd
Metron Holding Pty
Metron Medical Australia Ltd
Metron Medical Co. Ltd
Physio Med Services Ltd
Days Healthcare Property Investments Ltd
PCI Limited I, LLC
PCI Limited II, LLC
PCI Two Limited Partnership
Patterson Logistics Services, Inc.
Dolphin Imaging Systems, LLC
Dolphin Practice Management, LLC
Minnesota
Minnesota
Nevada
Canada
Minnesota
Minnesota
Michigan
Minnesota
Minnesota
Minnesota
Minnesota
Delaware
Minnesota
New York
South Carolina
Ontario
England & Wales
France
England & Wales
United Kingdom
United Kingdom
United Kingdom
Australia
New Zealand
Australia
Australia
Thailand
United Kingdom
United Kingdom
Delaware
Delaware
England
Minnesota
Delaware
Delaware
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Forms S-8
(Nos. 333-137497, 33-56764, 333-03583, 333-45742, 333-87488, 333-101691, and 333-114643) and the
Registration Statements on Forms S-3 (Nos. 333-19951, 333-41199, 333-61489, 333-79147, and 333-116226) of
Patterson Companies, Inc. of our reports dated June 29, 2011, with respect to the consolidated financial
statements and schedule of Patterson Companies, Inc., and the effectiveness of internal control over financial
reporting of Patterson Companies, Inc. included in this Annual Report (Form 10-K) for the year ended April 30,
2011.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 29, 2011
Exhibit 31.1
Certification of the Chief Executive Officer Pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Scott P. Anderson, certify that:
1.
I have reviewed this annual report on Form 10-K for the fiscal year ended April 30, 2011 of Patterson
Companies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: June 29, 2011
/s/ SCOTT P. ANDERSON
Scott P. Anderson
President and Chief Executive Officer
Exhibit 31.2
Certification of the Chief Financial Officer Pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, R. Stephen Armstrong, certify that:
1.
I have reviewed this annual report on Form 10-K for the fiscal year ended April 30, 2011 of Patterson
Companies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: June 29, 2011
/s/ R. STEPHEN ARMSTRONG
R. Stephen Armstrong
Executive Vice President, Chief Financial Officer and
Treasurer
Exhibit 32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Patterson Companies, Inc., (the “Company”) for the
fiscal year ended April 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.
June 29, 2011
/s/ SCOTT P. ANDERSON
Scott P. Anderson
President and Chief Executive Officer
Exhibit 32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Patterson Companies, Inc., (the “Company”) for the
fiscal year ended April 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.
June 29, 2011
/s/ R. STEPHEN ARMSTRONG
R. Stephen Armstrong
Executive Vice President, Chief Financial Officer and
Treasurer
1031 Mendota Heights Road
St. Paul, MN 55120-1419
651/686-1600
www.pattersoncompanies.com
Patterson Dental
1031 Mendota Heights Road
St. Paul, MN 55120-1419
651/ 686-1600
Webster Veterinary
137 Barnum Road
Devens, MA 01434
978/353-6000
Patterson Medical
1000 Remington Boulevard, Suite 210
Bolingbrook, IL 60440-5117
630/378-6300