Legacy of Innovation…
Focused on the Future
Annual Report 2014
Fiscal 2014 Sales Mix
58%
30%
12%
Patterson Dental
(cid:127) One of North America’s largest, full-service dental distributors
(cid:127) Estimated 33% market share of an approximately $7 billion
North American market
(cid:127) Virtually complete range of consumable supplies
(cid:127) Top distributor of dental equipment with nearly 50% market share
(cid:127) Leading provider of CAD/CAM and digital technology equipment
(cid:127) Extensive off ering of value-added services
(cid:127) Industry’s largest sales force with over 1,500 direct
sales representatives
(cid:127) Over 100 sales locations throughout the U.S. and Canada
(cid:127) Provider of innovative technologies that meet increasing
demand for dental care
Patterson Veterinary
(cid:127) Leading distributor of consumable veterinary supplies,
equipment and software, diagnostic products, vaccines
and pharmaceuticals predominantly to companion-pet
veterinary clinics in the U.S. and U.K.
(cid:127) Estimated 21% market share of $3.3 billion U.S. companion
animal market
(cid:127) Estimated 42% market share of £1.0 billion U.K. companion,
equine and large animal market
(cid:127) Single-source, full-service capabilities
(cid:127) Off ers widest selection of consumables in industry
(cid:127) Equipment, technical service and other value-added services
(cid:127) Growing range of technology solutions, including Intravet,
ePetHealth, DIA, EquiHealth, VetSource and PattLock
(cid:127) Highest customer service rating in independent survey
(cid:127) Strong growth opportunities as both pet ownership and
expenditures for pet population continue to increase
Patterson Medical
(cid:127) World’s #1 distributor of rehabilitation supplies,
equipment and assisted living products
(cid:127) Estimated 15% share of the addressable and highly
fragmented $3.4 billion global market
(cid:127) 3–4x larger than nearest competitor
(cid:127) Industry’s largest single-source of supply and
technical service in rehabilitation industry
(cid:127) Global sales in 90 countries through 150 dealers
(cid:127) Owns or manufactures many leading brands
(cid:127) Over 200 sales representatives globally
(cid:127) Industry consolidator
(cid:127) Delivers quality service and innovative products
as all demographics live more active lifestyles
2014 Annual Report
{ 1 }
To Our Shareholders:
Scott P. Anderson
Chairman and Chief Executive Officer
Fiscal 2014 was an important year for Patterson Companies as we took major steps to set the
stage for the future and create a business platform with the scale and leverage that improves our
opportunities for continued success. During the year, we made significant investments in our business,
from expanding our international presence to improving our information technology systems. These
and other investments will provide long-term value to shareholders while still delivering solid
short-term results. We also moved forward on necessary changes to our business model that will
afford us the capability of building shareholder value despite economic cycles. We believe that we are
well on our way to having that platform and are confident that we can achieve our growth objectives.
Looking deeper at fiscal 2014, Patterson Companies hit a major milestone on the revenue side.
Consolidated sales totaled nearly $4.1 billion, a 12-percent increase from the prior fiscal year. The
year-over-year growth was primarily the result of the acquisition of National Veterinary Services
Limited (NVS), which expanded our footprint into the U.K. veterinary market and was immediately
accretive to earnings. We continue to be very pleased with how this acquisition is performing and the
platform it has provided to build our business internationally.
In addition to the acquisition of NVS, further important actions included:
• Continuing to make key investments in our business,
• Reinforcing our product technology leadership position with our Dental customers,
• Strengthening our Medical business by refocusing our efforts on our core competencies,
• Delivering on our capital allocation strategy by increasing the dividend and making share
repurchases, and
• Streamlining parts of the organization and redeploying our resources to high potential initiatives.
All of these moves resulted from the strategic plan that we rolled out to our leadership group at the
beginning of fiscal 2014. In that plan, we outlined key strategic intents that include broadening our view
of the markets that we serve, leading our clients to new market breakthroughs, further improving the
customer experience, operational innovation and continual improvement, and leveraging our financial
strength for competitive advantage. These objectives guide our decision making priorities and we will
continue to focus on them to take advantage of market opportunities.
We also continued implementing our multi-year global information technology initiative that is
designed to support Patterson’s future growth, further enhance the customer experience and
secure further productivity gains going forward. Our progress thus far includes making substantial
enhancements to our Dental and Veterinary websites, significant investments in our infrastructure
and networking, a rigorous evaluation and redesign of our business processes, selection of new
enterprise software and the rollout of additional sales tools. Through this phased implementation,
we continue to reinforce our already strong customer service offerings.
When you exclude the costs we incurred to restructure the Medical unit, fiscal 2014 operating income
totaled $361.2 million, up 2 percent from prior-year levels. Excluding the restructuring, our incremental
technology expenses and the NVS acquisition, our operating margin was 9.9 percent, a 20 basis point
improvement from prior-year levels, which was one of our goals entering the year. Net income, excluding
the restructuring, was $213.9 million, or $2.10 per diluted share, compared to net income of $210.3 million,
or $2.03 per diluted share, in fiscal 2013. Please note that the full year fiscal 2014 results include eight
months of contribution from the NVS acquisition, or $0.04 per diluted share; expenses related to our
technology initiatives of $0.07 per share; and $0.13 per share of restructuring costs.
STRONG CASH POSITION
In fiscal 2014, Patterson Companies generated more than $196 million in cash from operations
and returned more than $180 million to our shareholders through a combination of share
repurchases and dividends, reflecting our ongoing commitment to generate value for our
owners. In March, we declared a 25-percent increase in the regular quarterly cash dividend to
$0.20 per share. The dividend increase demonstrates our confidence in Patterson’s continued
ability to generate growing cash returns on our business investments and growth opportunities.
During fiscal 2014, we also repurchased 2.4 million shares of our common stock, with a value of
$96 million. With approximately 22 million shares remaining under our current authorization,
we will continue to execute on this program as market conditions allow.
Furthermore, we deployed our cash reserves to fund the NVS acquisition. We believe that
all these metrics point to a company with a solid financial platform and we will continue to
execute against our capital allocation strategy of targeted investments, dividend growth
and share repurchases.
PATTERSON DENTAL
Sales of Patterson Dental, our largest business, totaled $2.4 billion in fiscal 2014, growing
slightly from the prior year. Despite a challenging environment through the majority of fiscal
2014, we were pleased with the solid growth rates in basic equipment sales that we saw in the
second half of the year. Coupled with modest year-over-year growth in sales of consumables,
we believe that Patterson Dental is positioned to capture market share in fiscal 2015.
Additionally, we expect to continue to capitalize on the growing digital trend as we provide the
leading digital radiography and CEREC CAD/CAM technologies in combination with Patterson’s
unmatched sales, service and support offering. By the end of fiscal 2014, our North American
CEREC user base totaled over 15,000 users, representing a year-over-year growth rate in the
high single digits. The growth prospects from our technology offerings, combined with the need
for dentists to invest in their practices, make us optimistic about the future.
PATTERSON VETERINARY
This unit now represents nearly one-third of total company sales. In fiscal 2014, sales of
Patterson Veterinary were $1.2 billion, up more than 59 percent from the prior year. Growth
over fiscal 2013 was driven primarily by the acquisition of NVS in August 2013. We continue to
see strong growth opportunities from this acquisition as it provides a platform for Patterson
to leverage our world-class product and service offering into the international markets.
The benefits from this transaction have been substantial, including NVS’ long-standing
relationships in the U.K. and other markets, their proprietary customer-facing technology,
operational efficiencies and strong operating cash flows.
U.S.-only sales totaled $784 million, up nearly 4 percent from fiscal 2013. Increases in our
domestic markets were primarily due to strong equipment sales, as we saw three consecutive
quarters of double-digit advances to end the year. Gains in equipment sales reflect our
successful investments in partnerships with our equipment manufacturers and Patterson’s
best-in-class service and support model as a national provider. We are focused on taking
advantage of the favorable marketplace dynamics we are seeing, e.g., the growth in pet
ownership and the increasing investment owners are making to care for their pets.
Veterinarians will require sophisticated equipment and capabilities in their clinics and
hospitals to meet this market need, and Patterson will be right there to support them!
McMahon Family Dental CEREC milling lab
{ 2 }
{ 2 }
Patterson Dental has
helped thousands of
dentists transform
their practices by
implementing its
state-of-the-art
technology offerings.
The story that the numbers
don’t tell is the impact these
technologies have had in
the dental office. Innovative
solutions offered by Patterson
allow dentists to greatly
enhance the care they provide
to their patients — something
that McMahon Family Dental
knows firsthand.
Dr. John McMahon, Sr. founded
this practice in 1995, with
his son joining him in 2011.
Together, they envisioned their
dream practice and, working
with Patterson Dental, were
able to see it come to life.
Their redesigned office
creates a more streamlined,
client-centered practice:
A-dec chairs with ergonomic
details, built-in electric
handpieces, CEREC machines
that create same-day crowns
and Eaglesoft software
that integrates the digital
capabilities of the operatory
to patients’ records.
Combining the power of
sophisticated equipment with
intuitive software allows
McMahon Family Dental to
fully realize the benefits of
new technology. To ensure
a seamless transition,
their Patterson technology
advisor provided a thorough
explanation of the technology
along with on-site support.
Patterson’s technology
offerings lead to more
streamlined and efficient
offices. Delivering this kind of
value is essential to Patterson’s
way of doing business and how
the company uses its legacy
of innovation to focus on the
future for its customers.
Patterson Companies, Inc. PATTERSON MEDICAL
Sales of Patterson Medical totaled $479 million in fiscal 2014 and were in line with our
expectations given the actions that we took during the year to realign this unit for future
growth. First, we are excited about the new leadership in this division and their approach to
reposition the business in our selected markets. In combination with our substantial industry
expertise, as well as our extensive branded and proprietary product and service offering,
we are confident we can generate growth.
Next, we announced that Patterson would divest several non-core product lines in our
medical segment. Though the immediate impact from the divestiture was a $0.13 per share
charge in fiscal 2014, we believe the divestiture was the right course of action from both a
financial and strategic perspective. By divesting these product lines, we estimate that we will
generate operational savings of approximately $2 million annually, or $0.01 per diluted
share, beginning in fiscal 2015. Strategically, we can now concentrate our efforts on those
rehabilitation areas with the highest growth potential.
FOCUSED ON THE FUTURE
As we enter fiscal 2015, we are intent on improving our execution within each of our business
units as we continue to meet and exceed our customers’ expectations. Our very strong strategic
partnerships are prospering across all of our businesses. Wrapped with Patterson’s service
and support platform, we continue to receive very positive feedback from our customers.
Further, we are proud to be named to the Forbes 2014 list of America’s 100 Most Trustworthy
Companies. Patterson is one of only four companies in 2014 that have appeared on the list
three times in the past seven years. Congratulations to our employees who have embraced
our core values and are responsible for this recognition.
We enter fiscal 2015 with a conservative view of our markets due to the relatively soft
performances expected in the global economies. We are planning for conditions in our
markets to be much the same as they were in fiscal 2014. However, we are confident in
our ability to execute in any economic environment. Our three business units are operating
in markets where long-term growth is expected to outpace the general economy, and we
remain committed to investing in an improved customer experience. With solid strategies,
growth markets and a focused organization, we are bullish on the long-term prospects for
our company.
We appreciate the ongoing support of all our constituencies and look forward to keeping you
updated as we implement our growth strategies.
Scott P. Anderson
Chairman and Chief Executive Officer
McMahon Family Dental CEREC milling lab
Dr. Diliberto and the staff of Pine Woods Hospital
2014 Annual Report
{ 3 }
{ 3 }
As pet ownership
and veterinary
spending continue
to rise, so does the
need for advanced
technologies in
animal care.
Veterinarians care deeply
for their patients and are
continually looking for
opportunities to enhance the
service and care they provide.
One such veterinarian is
Dr. Mike Diliberto of Pine
Woods Hospital.
As Diliberto’s patient base
grew, he needed to increase his
physical footprint while also
expanding the services offered
at his clinic. The clinic upgrades
were conceptualized
at Patterson’s Blueprint for
Success event and included a
larger boarding and grooming
area and a state-of-the-art
surgical center — a facility
that prompted a visiting
board-certified surgeon to liken
the space to a vet school.
Along with the physical
upgrades came equally
important technological
improvements. According
to Diliberto, technology
is the most coveted part of the
veterinary field, and offering
cutting edge technology means
better treatment for animals
than ever before. The evolution
of x-ray imaging is just one
example of how technological
advancements allow
veterinarians to more quickly
diagnose their patients and
provide vast treatment options.
Pine Woods Hospital is well
positioned to have continued
success due to these
physical and technological
improvements, and Patterson
remains committed to
delivering these tools to our
entire customer base.
2014 Annual Report
{ 4 } Patterson Companies, Inc.
{ 4 }
Financial Highlights
(Dollars in thousands,
except per share amounts)
Net sales
Gross profit
Operating income 1, 2
Net income
April 26, 2014
April 27, 2013
April 28, 2012
April 30, 2011
April 24, 2010
Fiscal Year Ended
$ 4,063,715
$ 3,637,212
$ 3,535,661
$ 3,415,670
$ 3,237,376
1,198,278
1,190,769
1,162,514
1,144,225
1,089,401
345,756
354,455
358,009
376,008
355,291
$ 200,612
$ 210,272
$ 212,815
$ 225,385
$ 212,254
Diluted earnings per share
$
1.97
$
2.03
Cash and cash equivalents
$ 264,908
$ 505,228
$
$
1.92
$
1.89
$
1.78
573,781
$ 388,665
$ 340,591
Working capital
Total assets
Total long-term debt
Stockholders’ equity
872,254
912,817
873,865
863,278
785,407
2,864,677
2,681,778
2,739,368
2,564,968
2,422,969
725,000
725,000
725,000
525,000
525,000
1,471,664
1,394,455
1,375,202
1,560,540
1,441,511
1 Medical restructuring decreased operating income for April 26, 2014 by $15 million.
2 Information technology expenditures as of April 26, 2014, April 27, 2013 and April 28, 2012, decreased operating income by $10 million,
$6 million and $6 million, respectively.
See the Notes to the Consolidated Financial Statements included in Item 8 of the Annual Report on Form 10-K.
5-Year Earnings Per
Share (As Adjusted)
Free Cash Flow
(Dollars in millions)
$1.89
$1.92
$1.78
$2.03
$2.10
$292
$279
$236
$226
Cash Returned
to Shareholders
(Dollars in millions)
$417
10
11
12
13
14
10
11
12
13
14
10
11
12
13
14
$156
$223
$182
$147
$12
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.
The following non-GAAP information is provided to
adjust reported net income for the impact of the costs
associated with restructuring the Patterson Medical
segment. Management believes that the adjusted
income amounts provide a better representation of the
Company’s fiscal 2014 performance.
(Dollars in thousands,
except EPS)
Twelve Months Ended
April 26, 2014 April 27, 2013
Net Income – reported
$ 200,612
$ 210,272
Restructuring costs
13,267
—
Income – adjusted
$ 213,879
$ 210,272
Diluted Earnings Per
Share – reported
$ 1.97
$ 2.03
Restructuring costs
0.13
—
Earnings Per Share –
adjusted
$ 2.10
$ 2.03
Patterson Companies, Inc.
Patterson Companies, Inc. FORM 10-K
For the fiscal year ended April 26, 2014
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 26, 2014
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 ‘
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 26, 2013, was approximately
$4,317,000,000 (For purposes of this calculation all of the registrant’s officers, directors and presidents of
operating units are deemed affiliates of the registrant.)
As of June 19, 2014, there were 103,927,562 shares of Common Stock of the registrant issued and outstanding.
‘
Accelerated filer
Smaller reporting company ‘
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 26, 2014 are incorporated by reference into Part III.
Documents Incorporated By Reference
FORM 10-K INDEX
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1.
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Item 3.
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. MINE SAFETY DISCLOSURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
3
3
29
35
35
36
36
PART II
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . . .
Item 6.
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . .
Item 8.
Item 9.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . .
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . . .
Item 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . .
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . .
37
39
40
49
50
81
81
82
83
83
83
83
83
83
84
84
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
SCHEDULE II
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
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 7 – Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Factors that May Affect Future Operating Results, for a discussion of
certain factors that could cause our Company’s actual operating results to differ materially from those expressed
in any forward-looking statements.
General
Patterson is a value-added distributor serving three major markets:
•
•
•
North American dental supply;
U.S. and U.K. veterinary supply; and
The worldwide rehabilitation and assistive products supply market.
Patterson began distributing dental supplies in 1877. The modern history of the business dates to May 1985,
when management and certain investors purchased the dental supply business of a subsidiary of The Beatrice
Companies, Inc. Patterson became a publicly traded company in October 1992 and is a corporation organized
under the laws of the state of Minnesota.
We had historically reported one operating segment, dental supply. In July 2001, the veterinary supply
assets of J.A. Webster, Inc., were purchased and became a reportable business segment. Then in September 2003,
AbilityOne Products Corp. was acquired, creating a third business segment which serves the rehabilitation supply
market.
In June 2004, we changed our 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 expanded base of business in 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, Patterson Veterinary and Patterson Medical.
Our 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 our value-added business proposition highly attractive to customers.
Dental Supply
Overview
As Patterson’s largest business, Patterson Dental is one of the two largest distributors of dental products in
North America. Our dental 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 our customers a broad selection of
dental products including more than 105,500 stock keeping units (“SKUs”) of which approximately 4,700 are
private-label products sold under the Patterson brand. Patterson Dental also offers customers a full range of
related services including dental equipment installation, maintenance and repair, dental office design and
equipment financing. We market our dental products and services through more than 1,500 direct sales
representatives, of which approximately 300 are equipment specialists.
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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
$2.4 billion in fiscal 2014 and profitability has increased from an operating loss in fiscal 1986 to operating
income of $249.1 million in fiscal 2014.
We estimate the dental supply market we serve to be approximately $7 billion annually and that our 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 our Company’s role as a
value-added, full-service distributor. According to the American Dental Association, there are over 186,000
dentists practicing in the United States. According to the Canadian Dental Association, there are approximately
20,000 licensed dentists in Canada. The average general practitioner generated approximately $728,000 in annual
revenue in 2009, while the average specialty practitioner produces about $1,005,000. We believe that most
dentists use between 5% and 7% of their annual revenue to purchase consumable supplies used in the daily
operations of their practice. This translates into between $36,000 and $51,000 of supplies purchased by the
average practice each year. We believe the average dental practitioner purchases about 40% of their supplies
from their top supplier.
Total expenditures for dental services in the United States increased from $31 billion in 1990 to
$104.8 billion in 2010. We believe 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 335 million by 2020. The median age of the population is also increasing, and we
believe that older dental patients spend more on a per capita basis for dental services.
Dental products and techniques. Technological developments in dental products continue to contribute
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 rise. 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 2009, over 55% of the U.S. population had some form of dental coverage.
Strategy
Our objective is to remain a leading national distributor of supplies, equipment and related services in the
market while continuing to improve our profitability and enhance our value to customers. To achieve this
objective, we have adopted a strategy of emphasizing our 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.
4
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. We believe that our 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. Our knowledgeable sales representatives assist customers
in the selection and purchase of supplies and equipment. In addition, our high quality sales force allows us to
offer broader product lines. Because 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.
We meet our customers’ requirements by delivering frequent, small quantity orders rapidly and reliably
from our strategically located distribution centers. Equipment specialists, service technicians and technology
advisors also support our value-added strategy. Equipment specialists offer consultation on office design,
equipment requirements and financing. Our experienced service technicians perform equipment installation,
maintenance and repair services, including services on products purchased from others. Technology advisors
from our sales branches provide guidance on integrating technology solutions, including practice management
and clinical software, digital radiography, custom hardware and networking into the dental practice.
Using Technology to Enhance Customer Service. As part of Patterson Dental’s commitment to providing
superior customer service, we offer our customers easy order placement. We have offered electronic ordering
capability to our dental supply segment since 1987, when we first introduced Remote Order Entry (REMOSM).
Over the years, Patterson Dental has continued to introduce new order entry systems designed to meet the
varying needs of our customers. We believe that computerized order entry systems help establish relationships
with new customers and increase loyalty among existing customers by permitting customers to place orders from
their offices directly to Patterson Dental 24 hours a day, seven days a week.
Today we offer four convenient ordering systems to the dental supply segment, eMAGINE®, REMOSM,
PDXpress® and www.pattersondental.com, which we re-launched in fiscal 2012 to provide our customers with
better search capabilities, easier access to their order history, customized purchase reports, and fingertip access to
Patterson Advantage, the segment’s customer loyalty program. Customers, as well as our sales force, use these
systems, although the predominant platform today is www.pattersondental .com with minimal usage of REMO
and PDXpress. Over the years, the number of orders transmitted electronically has grown steadily to
approximately 77% of our consumable dental product volume or $1,038 billion in fiscal year 2014. In addition to
enhancing customer service by offering electronic order entry systems to our customers, these systems enable our
sales representatives to spend more time with existing customers and to call on additional customers.
The goal of Patterson Dental’s internet strategy is to distribute information and service related products over
the internet to enhance customers’ practices and to increase sales force productivity. Our internet environment
includes order entry, customer support for their digital systems and our proprietary products, customer-loyalty
program reports and services, access to “Patterson Today” articles and manufacturers’ product information.
Additionally, Patterson Dental utilizes a tool, InfoSource®, to provide real time customer and sales information
to our sales force, managers and vendors via the internet.
Our proprietary practice management and clinical software, EAGLESOFT®, is developed and maintained
by our Patterson Technology Center (PTC). This technology, which we expect to be installed in most dental
offices, has a current installation base of over 25,000 users. We believe the PTC differentiates Patterson Dental
from our competition by positioning Patterson Dental as the only company providing a single-source solution for
the high growth area of intra-oral digital radiography. Among our many specialized capabilities, the PTC, in
conjunction with specialists from the sales branch, provides system configuration, as well as the seamless
integration of all digital operatory components with clinical software, including our EAGLESOFT® products.
This integration creates an electronic patient database that combines the patient’s front office record, clinical
5
x-ray, intra-oral camera images, CEREC® and other digital equipment records. Patterson Dental offers our
EAGLESOFT® practice management software at no cost to customers with a subscription to support services.
The local sales branch, in conjunction with the PTC, will network the digital record system throughout the entire
office, offers all required custom computer hardware for the system, and provides ongoing customer training.
The PTC has a call center that troubleshoots customer problems and arranges for local service when needed.
Software and digital radiography customers also have access to the PTC’s support capabilities. The PTC
provides support for Patterson’s proprietary products as well as select branded product from manufacturers, such
as SIRONA and SCHICK. In addition to troubleshooting problems through the PTC’s support center, customers
can access various service capabilities offered by the PTC including electronic claims and statement processing
and system back-up capabilities.
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 our continuing investment in management information systems to consolidation
of distribution centers and sales branches. More recent initiatives include upgrading our order entry and order
management systems.
Patterson Dental has improved operating efficiencies by converting our communications architecture to faster,
higher capacity data lines that combine voice and data transmissions. We have developed a new field management
tool for our technical service operations, improving our ability to coordinate the actions of service technicians and
enhancing customer service while reducing the overall cost of operations.
An integral part of our shared services concept is the consolidation and leveraging of distribution centers
between Patterson’s segments. As of April 2014, eight distribution centers are shared between two or all three of our
operating units. In addition, we have established shared sales branch offices in several locations between multiple
segments. Because of these and other efforts, we expect to continue to improve our operating expense leverage and
efficiencies going forward.
Growing Through Internal Expansion and Acquisitions. We intend 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 our customer base. We believe that Patterson Dental is well positioned
to take advantage of expected continued consolidation in the dental distribution market. Over the past 25 years
Patterson 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, we are 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, we 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.
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 operations evolved to
become the Patterson Technology Center, which is located in Effingham, Illinois. In December 2001,
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•
•
Patterson purchased Modern Practice Technologies, a company that provided custom computing
solutions to the dental industry. This acquisition helped us to position ourselves 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, CAESY provides dental practices with a range of communications media that
educate patients about professional dental care, procedures and treatment alternatives with the goal of
facilitating patient decisions about dental services and increasing the productivity of the dental
professional. Educational materials are communicated through CD/DVD media, software-as-a-service,
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. We believe there are no major competitors for Dolphin’s full
range of products.
Products and Services
The following table sets forth the percentage of total sales by the principal categories of products and
services offered to our dental segment customers:
Consumable and printed products . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54% 53% 55%
36
35
11
11
34
11
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100% 100% 100%
2014
2013
2012
(1) Consists of other value-added products and services including technical service and software maintenance.
Consumable and Printed Products
Dental Supplies. We offer 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 hand instruments, burs,
and diamonds. In addition to representing a wide array of branded products from numerous manufacturers, we
also market our own private label line of dental supplies including anesthetics, instruments, preventive and
restorative products, and cotton and paper products. Our private label line complements the branded products for
customers seeking a lower cost alternative on products that have become a commodity in the market. Compared
to most name brand supplies, the private label line provides lower prices for our customers and higher gross
margins for Patterson.
Printed Office Products. Patterson Dental, through Patterson Office Supplies (POS) provides a variety of
printed office products, office filing supplies, and practice management systems to office-based healthcare
providers including dental, veterinary and medical offices. Products include custom printed products, insurance
and billing forms, stationery, envelopes, business cards, labels, file folders, appointment books and other stock
office supply products.
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These office products are sold through our sales force as well as direct mail catalogs distributed to over
100,000 customers several times per year. A staff of telemarketing personnel located in Champaign, Illinois
supports both channels, receiving orders by telephone, through the mail or electronically from the dental,
veterinary and medical distribution order processing system.
Equipment and Software
Dental Equipment. Patterson Dental is the largest supplier of dental equipment in the U.S. and Canada. We
offer a wide range of dental equipment products including radiography equipment, high and low-speed hand
pieces, dental chairs, dental hand piece control units, diagnostic equipment, sterilizers, dental lights and
compressors. We also distribute newer technology equipment that provides our customers with tools to improve
productivity and patient satisfaction. Examples of such innovative and higher 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 our own proprietary lines (EagleSoft and Dophin) of
practice management and clinical software for dental professionals, including software for scheduling, billing,
charting and capture/storage/retrieval of digital images. Patterson Dental 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. We offer our dental customers custom hardware and networking solutions required for
integrating the entire dental office, which marks another step in our overall strategy of providing customers with
the convenience and cost-effectiveness of a virtually complete range of products and value-added services.
Patient Education Services. The CAESY® education systems line of products, now available as software-as-
a-service in addition to DVD format, offers patient education products and services. These communication tools
are designed to educate patients in an efficient, cost-effective manner.
Other
Software Services. Patterson offers a variety of services to complement our software products, such as
service agreements, software training, back-up services, electronic claims processing and billing statement
processing. These services provide value to customers by allowing them to keep their 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 our 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 our 24-hour hand piece
repair service. In addition to service technicians, who provide installation and repair services on basic dental
equipment, we have also invested in personnel who specialize in installing and troubleshooting issues with
technology solutions such as practice management software, digital imaging products, CAD/CAM, hardware and
networking. The goal of this group, which is comprised of both local service technicians and the staff at the PTC,
is to assist customers in integrating newer technology into their dental practices. The PTC helps our customers
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 using a computer-aided
design (CAD) program. Equipment specialists can create original or revise existing 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.
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Equipment Financing. Patterson Dental provides a variety of options to fulfill our customers’ financing
needs. For qualified purchasers of equipment, we will arrange customer financing through Patterson or a third
party. For non-equipment related needs, such as for working capital or real estate, customers are also referred to a
third party. These alternatives allow us to offer our customers convenience while still meeting their diverse
financing needs. In fiscal 2014, we originated approximately $320.6 million of equipment finance contracts in
the United States. Patterson Dental, or our third party vendor, financed approximately 43% of the equipment
purchased by our customers during fiscal 2014.
Since November 1998, Patterson Dental has maintained one or more finance referral agreements with
outside finance companies to provide a more extensive selection of finance opportunities to our customers. This
might include financing for practice transition transactions, working capital, leasing, real estate and long-term
capital. Wells Fargo Practice Finance, a division of Wells Fargo Bank N.A., provides this service currently.
Patterson receives referral fees under this agreement, and Wells Fargo extends credit and services the accounts.
To fund the financing that is originated by us, Patterson has 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 a commercial paper conduit. We transfer finance contracts we
originate to the SPE. In turn, the SPE sells the contracts to the commercial paper conduit. As of April 26, 2014,
the maximum outstanding capacity of this arrangement at any one time is $500 million.
A second SPE, PDC Funding Company II, LLC, sells contracts through a Contract Purchase Agreement to a
bank. This agreement operates similarly to the Receivables Purchase Agreement described above, except that the
capacity is $100 million.
The SPE’s do not issue debt. There is no recourse to Patterson for contracts purchased by either the
commercial paper conduit or the bank, but there is a deferred purchase price equal to approximately 13% of the
principal of these contracts. Patterson services the customer contracts under both of these arrangements in
exchange for a fee that approximates our cost for providing the service.
Sales and Marketing
During fiscal 2014, Patterson Dental sold products or services to approximately 119,000 customers in the
U.S. and Canada who made one or more purchases during the year. Patterson Dental’s customers include
dentists, laboratories, institutions and other healthcare professionals. No single customer accounted for more
than 1% of sales during fiscal 2014, and Patterson Dental is not dependent on any single customer or geographic
group of customers. Our sales and marketing efforts are designed to establish and improve customer relationships
through personal interaction with our sales representatives and frequent direct marketing contact, which
underscores our value-added approach.
Patterson Dental has over 100 local offices throughout the U.S. and Canada so that we can provide a
presence in the market and decision making near the customer. These offices, or sales branches, are staffed with
a complete 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 our sales force. Due to the fragmented
nature of the dental supply market, we believe 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 employees and are generally compensated on a commission
basis, with some, less experienced, representatives receiving a base salary and commission.
9
To assist our 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 37,000
inventoried items. The catalog includes pictures of products, detailed descriptions and specifications of products
and is used 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 our tri-yearly
publication, Patterson Today, which also includes articles on dental office design, trends in dental practice,
products and services offered by Patterson Dental and information on equipment maintenance.
To enhance the total value we bring to our customers, Patterson Dental offers a value-added benefit program
for our preferred customers. The PATTERSON ADVANTAGESM program enables members to earn “Advantage
Dollars” which can be applied toward future purchases of equipment and technology products. Patterson
Advantage also entitles our 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 key to customer
satisfaction. We ship dental consumable supplies from eight 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 our manufacturing and distribution facility in
central Illinois.
All orders are routed through our centralized computer ordering, shipping and inventory management
systems, which are linked to each of our 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 our value-added
approach. We estimate that 98% of Patterson Dental’s 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, we must maintain sufficient inventories at our distribution centers. Purchasing of consumables and
standard equipment is centralized, and our purchasing department uses a real-time perpetual inventory system to
manage inventory levels. Our inventory consists mostly of consumable supply items. By utilizing computerized
inventory management and ordering systems, we are able to accurately predict inventory turns in order to
minimize inventory levels for each item.
Patterson Dental’s more than 100 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 our
sales branches before delivery to dental offices for installation.
Sources of Supply
Effective purchasing is a key strategy Patterson Dental has adopted in order to achieve our objective of
continuing to improve profitability. Utilizing EDI allows us to improve efficiencies and reduce administrative
costs.
Patterson Dental obtains products from more than 800 vendors. In June 2012 we entered into an exclusive
distribution agreement with Sirona Dental Systems, Inc., the manufacturer of the CEREC® dental restorative
systems and Schick® digital x-rays, in addition to sophisticated panoramic and cone beam radiography product.
We are the only national dealer for A-dec equipment, including chairs, units and cabinetry. A-dec is the largest
manufacturer of dental equipment in the U.S.
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While Patterson Dental makes purchases from many suppliers, and there is generally more than one source
of supply for most of the categories of products we sell, the concentration of business with key suppliers is
considerable. Our top ten supply vendors accounted for approximately 50% and 48% of the cost of dental
products sold in fiscal 2014 and fiscal 2013, respectively. Of these ten, the top two vendors accounted for 17%
and 8% for fiscal 2014 and 16% and 8% for fiscal 2013 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 companies. The dental supply market is extremely fragmented. In addition
to Patterson Dental 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.
We approach our markets by emphasizing and delivering a value-added model to the practitioner. To
differentiate ourselves from our competition, we deploy a strategy of premium customer service with multiple
value-added components, a highly qualified and motivated sales force, highly-trained and experienced service
technicians, an extensive breadth and mix of products and services, technology solutions allowing customers to
easily access our inventory, accurate and timely delivery of product, strategic location of sales offices and
distribution centers, and competitive pricing.
Patterson Dental also experiences competition in Canada in the dental supply market. The principal
competitor is a national, full-service dental distributor, Henry Schein Dental, a unit of Henry Schein, Inc. We
believe we compete in Canada on essentially the same basis as in the United States.
Veterinary Supply
Overview
Effective January 1, 2013, Webster Veterinary Supply, Inc. changed its name to Patterson Veterinary
Supply, Inc. Patterson Veterinary is a leading distributor of veterinary supplies primarily to companion-pet (dogs,
cats and other common household pets), equine and large animal veterinarians and veterinary clinics, public and
private institutions, and shelters across the United States and now, with the purchase of National Veterinary
Services Limited (NVS) in the United Kingdom (UK). Patterson Veterinary, including NVS, has developed a
strong brand identity as a value-added, full-service distributor with a comprehensive offering of pharmaceuticals,
vaccines, parasiticides, diagnostics, prescription and non-prescription diets, nutritionals, consumable supplies,
equipment, and software. Patterson Veterinary’s product offering, totaling more than 50,000 items, is sold by
approximately 220 field sales representatives.
Net sales by Patterson Veterinary in fiscal 2014 were $1.2 billion and operating income totaled
$49.8 million. In addition to our core business of distributing veterinary products, Patterson Veterinary’s US
operation has a significant agency commission business with several pharmaceutical manufacturers. Under the
agency relationships, Patterson Veterinary receives orders for products from customers, transmits these orders to
vendors who then pick, pack, and ship the products. These vendors then invoice and collect payment from our
customers. Patterson Veterinary receives a commission payment for soliciting the order and for providing other
customer service activities. The agency commissions that Patterson Veterinary earns range from 2% to 7%, a
portion of which is shared with the field sales and customer service representatives. Patterson Veterinary’s
agency commissions accounted for less than 1% of our net sales in fiscal 2014.
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US Market
We estimate the market for pharmaceuticals and supplies sold to companion animal and equine veterinarians
through distribution is approximately $3.3 billion on an annual basis. Based upon the estimated $3.3 billion market,
we believe our share of this market is approximately 21%. Similar to the dental supply market, the veterinary supply
market is fragmented and geographically diverse. As of December 31, 2013, according to the American Veterinary
Medical Association, or AVMA, there were more than 64,000 veterinarians in private practice nationwide
specializing in small animals, predominately companion pets. The average private veterinary practice generates
approximately $1,000,000 of annual revenue. These practices purchase between $120,000 and $140,000 of supplies
each year, and similar to the dental practitioner, tend not to 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 veterinarians both administer and dispense.
Historically, the demand for veterinary services in the US has grown significantly faster than growth in the
overall economy. More recently the market growth has slowed as a result of a decrease in consumer spending.
However we anticipate increasing demand for veterinary services 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. According to the AVMA 2012
US Pet Ownership & Demographics Sourcebook, the percentages of U.S. households owning dogs,
cats or horses are 36.5%, 30.4%, and 1.5%, respectively.
Veterinary expenditures per household. The amount pet owners are willing to spend caring for their
pets is increasing substantially. The American Pet Products Association estimates that pet owners will
spend $58.5 billion in 2014 to care for the American pet population, a significant increase compared to
$41.2 billion spent in 2007.
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.
UK Market
We estimate the UK market for pharmaceuticals and supplies sold to companion, equine and large animal
veterinarians through distribution is approximately £1 billion. Based upon the estimated £1 billion market, we
believe our share of this market is approximately 42%. The fastest growing segment is the companion animal
which represents approximately 65% of the market with large animal and equine segments representing 25% and
10%, respectively. There are approximately 18,000 veterinarians in the UK practicing in veterinary outlets.
Customers in this market are classified as independent practices, members of buying groups, corporations, and
charities. Similar to the US markets, independent practices are typically small, privately-held businesses that
place at least one order per week to avoid storing and managing large volumes of supplies. However, there has
been a shift in the UK market towards consolidation of veterinary practices either through outright purchases by
corporations or by joint venture whereby the practitioner continues to own a portion of the practice.
US Operations
Strategy
Patterson Veterinary’s objective is to build a leading national position in the companion animal veterinary
market through internal expansion and acquisitions, while continuing to improve our profitability and enhance
our value to customers. Our key strategies and priorities for accomplishing these objectives include growing
through internal expansion and acquisitions, emphasizing our value-added full-service capabilities, continuing to
improve operating efficiencies, and expanding our service offerings.
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Growing Through Internal Expansion and Acquisitions. We intend 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 our customer base. We believe that Patterson Veterinary is well
positioned to take advantage of expected continued consolidation in the veterinary distribution market. Over the
past 10 years Patterson Veterinary has made a number of acquisitions, including the following:
Veterinary distribution acquisitions
•
•
•
Since 2004, Patterson Veterinary has acquired several veterinary distributors in the United States.
These acquisitions include two regional distributors, ProVet, which was the companion animal
veterinary supply division of Lextron, Inc., and Columbus Serum Company, as well as Milburn
Distributions, Inc., the largest distributor specializing in the U.S. equine veterinary supply market, and
selected local and specialty distributors. In August 2011, Patterson Veterinary acquired American
Veterinary Supply Corporation, a full service distributor on Long Island, New York with annualized
sales of approximately $25 million that served approximately 2,000 veterinary practices and hospitals
in the New York metropolitan area.
In April 2010, Patterson Veterinary made a minority equity investment in Strategic Pharmaceutical
Solutions, Inc. dba VetSource, a leading North American provider of integrated specialty pharmacy
distribution, including home delivery capabilities.
In December 2012, Patterson Veterinary acquired the assets of Universal Vaporizer Support (UVS)
based in Foster City, California with annual sales of approximately $3 million. UVS provides cleaning
and calibration services for a variety of anesthetic vaporizers used in veterinary medicine.
Software Acquisitions
•
•
•
In December 2005, Patterson Veterinary acquired Intra Corp., one of the nation’s leading developers of
veterinary practice management software that is marketed under the INTRAVET® brand name.
INTRAVET® had more than 1,600 software installations nationwide.
In October 2008, Patterson Veterinary acquired Odyssey Veterinary Software, LLC, a developer and
marketer of DIAGNOSTIC IMAGING ATLAS® (“DIA®”) software. At that time, DIA encompassed
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 January 2011, Patterson Veterinary acquired ePet Records, LLC. Rebranded as ePETHEALTH™,
this innovative communication platform provides practitioners with a secure internet portal for their
clients to access 24/7 for their pets medical information plus descriptive, easy-to-understand resources
and educational materials with 3D graphics. Through ePETHEALTH™, 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. Patterson Veterinary 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. Patterson Veterinary’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. We meet our customer’s requirements by delivering
frequent, small quantity orders rapidly and reliably from strategically located distribution centers.
Equipment specialists, technology specialists and service technicians also support our value-added strategy.
Equipment specialists offer consultation on office design, equipment requirements and financing. Technology
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specialists provide guidance on integrating technology solutions including practice management software, client
education and communication software, and our home delivery service offering. Our experienced service
technicians perform equipment installation, maintenance and repair services, including service on products or
equipment not purchased through Patterson Veterinary.
Continuing to Improve Operating Efficiencies. Patterson Veterinary 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 our continuing investment in management information systems to
consolidation of distribution centers and sales branches.
In January 2013, Patterson Veterinary launched its newly designed website pattersonvet.com with upgraded
features from the depth of information available to the ease and efficiency of navigating the site as well as
enhanced search capabilities including descriptions with multiple images and product details to assist with
product research and purchasing decisions. In fiscal 2014, approximately 36% of the consumable sales were
ordered through both our website and eMagine electronic ordering platform.
In June 2011, Patterson Veterinary implemented a centralized return processing center located in Columbus,
Ohio. This initiative has allowed us to more efficiently handle customer product returns, improve the customer’s
experience as well as meet vendor return requirements. As a result of implementing the centralized return
processing center, approximately 87% of returns are credited back to the customer within 24 hours of receipt.
Centralizing this process has also lead to both operational efficiencies as well as a reduction in shipping costs
associated with product returns.
Expanding our Services. Patterson Veterinary continuously seeks to broaden our service offerings to
maximize sales opportunities within our existing customer base while strengthening and enhancing practice
economics and pet health.
Technical Service. Patterson Veterinary offers onsite preventative maintenance and repair services in most
major markets across the United States covering a wide range of equipment. Our experienced service technicians
perform equipment installation, maintenance and repair services including services on products not purchased
through Patterson Veterinary.
ePetHealth. A leading suite of communication and educational tools designed to help the veterinary clinic
increase compliance and pet-owner loyalty to the practice through: clinic eMarketing tools, health service
reminders, online medical records, drug home delivery and award winning DIA videos and content.
DIA. A premier client education software for companion animal and equine practices provides over 3,000
illustrations, animations, clinical images, radiographs and other diagnostic images that cover a wide range of
medical conditions. Additionally, DIA Reception provides high definition footage and animations to better
explain common pet health issues and conditions to pet owners.
VetSource. A leading professional pharmacy providing home delivery service of medications to pet owners
which improves client compliance, retains drug revenues within the veterinary practice, and optimizes inventory
investments.
Patterson Veterinary University. Patterson Veterinary University (PVU) offers exclusive business courses
for veterinarians, hospital managers, technicians, receptionists, and veterinary students. Veterinary students can
take advantage of the two credit course Entrepreneurship for Veterinarians during their senior year in veterinary
school. Patterson Veterinary University – Management offers 4 in-depth courses on human resources, inventory
management, marketing and finance. The PVU – Communication and Customer Service course for receptionists
and technicians helps create a unified health care team within a veterinary hospital. The newest course PVU –
Executive: Next Level Practice Ownership is designed to help guide veterinary practice owners from where they
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are today to where they want to be in the future by providing practice owners information that helps expand their
current hospital performance and fulfill their practice dreams.
Dental Wet Labs. Patterson Veterinary offers dental wet labs throughout the United States providing
approved continuing education credits to attendees through lecture and hands-on labs for companion animal
dental techniques.
National Handpiece Repair. In February 2012, we launched Patterson’s Veterinary dental handpiece repair
initiative utilizing Patterson Dental’s National Repair Center. Practitioners can now have both their high-speed
and slow-speed handpieces cleaned, repaired, and returned within 24 hours from receipt.
Anesthesia Technical Support Hotline. Using our dedicated hotline, with one phone call customers can
obtain answers and detail support for their anesthesia and monitoring equipment.
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% 93% 93%
5
4
2
2
5
2
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100% 100% 100%
2014
2013
2012
Consumable and Printed Products
Patterson Veterinary offers our customers a broad selection of veterinary supply products including
pharmaceuticals, vaccines, parasiticides, diagnostics, veterinary pet foods, nutritional products and consumable
supplies. Our pharmaceutical products typically include anesthetics, analgesics, antibiotics, and ophthalmics. Our
biological products are primarily comprised of vaccines and injectibles. Our parasiticides are used for control of
external parasites (fleas, ticks, flies, mosquitoes) and internal parasites. Our diagnostics product category
includes consumable in-clinic tests for detecting heartworm, lyme disease, feline leukemia and parvovirus, as
well as consumable products for measuring blood chemistry, electrolyte balance and cell counts. Veterinary pet
foods consist of both specialty diets and premium pet foods. Nutritional products are comprised of dietary
supplements, vitamins, dental chews and specialty treats. Consumable supplies include lab supplies, various
types and sizes of paper goods, needles and syringes, instruments, gauze and wound dressings, sutures, latex
gloves, orthopedic and casting products. Many of the office supply products sold by Patterson Office Supplies
are also offered to the veterinary supply market.
Equipment and Software
Veterinary Equipment. Patterson Veterinary sells equipment for hospital, laboratory and general surgical use
within the veterinary practice. We also offer innovative, quality equipment that differentiates Patterson
Veterinary from the competition including anesthesia machines, surgical monitors, diagnostic equipment,
ultrasound, dental power units, cages, lights, digital x-ray systems and x-ray machines.
Practice Management Software. Patterson Veterinary develops and markets our own proprietary line of
practice management software, INTRAVET®, for veterinary professionals, including software for scheduling,
billing, charting and capture/storage/retrieval of digital images.
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Client Education Software. Patterson Veterinary also develops and markets our own proprietary client
education software, DIA®, for veterinary professionals. DIA encompasses over 3000 3D clinical animations and
images, enabling veterinarians to more fully explain and illustrate a pet’s diagnosis and treatment
recommendations to their clients.
Client Communication Portal. Patterson Veterinary develops and markets our own innovative web-based
client communication platform, ePetHealth, providing practitioners a suite of client offerings such as online
medical records, eMarketing tools, client education resources, and a home delivery portal.
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, Marketing and Distribution
During fiscal 2014, Patterson Veterinary sold products or services to over 20,000 customers in the U.S. who
made one or more purchases during the year. Our customers include veterinarians, laboratories, institutions and
other animal health professionals. No single customer accounted for more than 1% of sales during fiscal 2014,
and Patterson Veterinary is not dependent on any single customer or geographic group of customers. Our sales
and marketing efforts are designed to establish and improve customer relationships through personal interaction
with our field sales and customer service representatives and frequent direct marketing contact, which
underscores our value-added approach.
Patterson Veterinary currently has 20 local offices throughout the U.S. so that we can provide a presence in
the market and decision making near the customer. These offices, or branches, are staffed with a complete
complement of Patterson Veterinary’s 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.
Field Sales Representatives. A primary component of Patterson Veterinary’s value-added approach is our
sales force. Due to the fragmented nature of the veterinary supply market, we believe 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 Veterinary
employees and are generally compensated on a commission basis, with some, less experienced, representatives
receiving a base salary and commission.
Customer Service Representative. We support our field sales representatives and direct marketing efforts
with customer service representatives in nine call centers covering the United States. As of April 26, 2014, we
had 127 customer service representatives. Customer service representatives work in tandem with our field sales
representatives, providing a dual coverage approach for individual customers. In addition to processing orders,
customer service representatives are responsible for assisting customers with ordering, informing customers of
monthly promotions, and responding to general inquiries. Customer service representatives utilize our
customized order entry system to process customer orders, access pricing, determine product availability, provide
promotional information about products, research customer preferences, and review order histories.
Direct Marketing. To assist our sales representatives, Patterson Veterinary publishes a catalog containing
product and service information. Patterson Veterinary customers receive a full-line product catalog containing
over 14,000 inventoried items. The catalog includes pictures of products, detailed descriptions and specifications
of products and is used by practitioners as a reference source. We also promote selected consumable products,
16
our value-added program and services, new products, specially priced items and high demand items through our
monthly magazine, Insight. Additional direct marketing tools that we utilize include equipment catalogs,
customer loyalty programs, specific product and vendor programs, flyers, faxes, eNewsletters, social media, and
other promotional materials. In order to extend our customer reach and enhance customer interaction, we also
participate in national, regional and local trade shows.
E-Commerce Platform. Patterson Veterinary’s newly redesigned website 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, make a payment, build a “shopping list” of
frequently purchased items and track their order status.
Distribution. Patterson Veterinary believes that responsive delivery of quality supplies and equipment is key
to customer satisfaction. We ship veterinary consumable supplies from 11 strategically located distribution
centers in the United States. Orders for veterinary consumable supplies can be placed through our field sales
force, customer service representatives or electronically 24 hours a day, seven days a week. Printed office
products are shipped from Patterson’s manufacturing and distribution facility in central Illinois.
All orders are routed through our centralized computer ordering, shipping and inventory management
systems, which are linked to each of our 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 our value-added
approach. We estimate that 97% of Patterson Veterinary’s consumable orders are received by the customer the
next business day.
In order to assure the availability of Patterson Veterinary’s broad product lines for prompt delivery to
customers, we must maintain sufficient inventories at our distribution centers. Purchasing of consumables and
standard equipment is centralized, and our purchasing department uses a real-time perpetual inventory system to
manage inventory levels. Our inventory consists mostly of consumable supply items and pharmaceutical
products. By utilizing computerized inventory management and ordering systems, we are able to accurately
predict inventory turns in order to minimize inventory levels for each item.
Sources of Supply
Patterson Veterinary’s US operations obtain products from nearly 600 vendors. While Patterson Veterinary
makes purchases from many vendors and there is generally more than one source of supply for most of the
categories of products, the concentration of business with key vendors is considerable. In fiscal 2014 and 2013,
Patterson Veterinary’s top 10 veterinary supply manufacturers comprised 68% and 70%, respectively, and the
single largest supplier comprised 17% and 18%, of the total cost of veterinary supply sales, respectively.
There are two major types of arrangements that account for the flow of transactions between us and our
customers. Traditional “buy/sell” transactions, which account for the vast majority of our business, involve direct
purchases of products by us from vendors, which we manage and store in our distribution centers. A customer
then places an order with us, and the orders are then picked, packed, shipped and billed by us to our customer.
We also process orders from our customers under “agency agreements” with some of our vendors, primarily
for certain seasonal pharmaceutical products. Under this model, when we receive orders for products from the
customer, we transmit the order to the vendor who then picks, packs, and ships the products. The vendor then
invoices and collects payment from our customer. We receive a commission payment for soliciting the order and
for providing other customer service activities.
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Competition
The distribution and manufacture of veterinary products in the US is highly competitive. In addition to two
other national, full-service firms, Henry Schein Animal Health, Inc. and MWI Veterinary Supply, Inc., Patterson
Veterinary competes with several full-service distributors that operate on a regional level and numerous smaller
local and specialty distributors and to lesser extent, mail order distributors or buying groups. Patterson Veterinary
also competes directly with pharmaceutical companies who sell certain products directly to the customer.
Patterson Veterinary approaches its markets by emphasizing and delivering a value-added model to the
practitioner. To differentiate ourselves from the competition, we deploy 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.
UK Operations
Strategy
On August 16, 2013 Patterson Companies, Inc. completed the acquisition of all the outstanding stock of
National Veterinary Services Limited (“NVS”) from Dechra Pharmaceuticals, PLC (“NVS Acquisition”).
Headquartered in Stoke-on-Trent, NVS is the largest veterinary products distributor in the United Kingdom
serving the companion, equine and large animal markets. Total cash consideration paid for NVS was
£91.2 million (approximately $142.7 million).
NVS’ objective is to grow its presence in the UK and Europe, and to further develop a leading position in
the veterinary market through acquisitions while continuing to improve our profitability and enhance our value to
customers. Our key strategies and priorities for accomplishing these objectives include growing through
acquisitions, emphasizing our value-added full-service capabilities, continuing to improve operating efficiencies,
and expanding our service offerings.
NVS has a great opportunity to harness the investments from key initiatives launched by Patterson
Veterinary in the US. Such initiatives will include, ePet Health, DIA, technical services and supply of equipment
in additional to the recently launched instruments and orthopedic product line. NVS will also look to capitalize
on the content developed by Patterson Veterinary University to offer continuing professional education to
practices in the UK. The following are a number of value added services offered today in addition to our national
distribution network discussed later under the subsection Sales, Marketing and Distribution:
Laboratory services. NVS offers veterinary diagnostic laboratory services to veterinarians including
pathology, hematology, chemistry, and microbiology. Samples are accepted from a wide range of species
including dogs, cats, horses, birds, reptiles, fish, farm and zoo animals. Veterinary diagnostic laboratory services
are approximately 2% of total net sales.
Indicies. NVS provides multi-practice customers with practice benchmarks, two years of purchase history,
and group practice data consolidation to help them better manage their network of practices.
Order Platforms. NVS has direct electronic data interchange and interactive website ordering platforms
comprise 75% of customer orders containing 90% of total ordered lines.
Vetcom. NVS offers a Windows-based practice management software package that includes an ordering
platform.
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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
96%
1
3
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
Consumable
NVS offers our customers a broad selection of veterinary supply products including pharmaceuticals, vaccines,
parasiticides, diagnostics, veterinary pet foods, nutritional products and consumable supplies. Our pharmaceutical
products typically include anesthetics, analgesics, antibiotics, and ophthalmics. Our biological products are
primarily comprised of vaccines and injectibles. Our parasiticides are used for control of external parasites (fleas,
ticks, flies, mosquitoes) and internal parasites. Our diagnostics product category includes consumable in-clinic tests
for detecting heartworm, lyme disease, feline leukemia and parvovirus, as well as consumable products for
measuring blood chemistry, electrolyte balance and cell counts. Veterinary pet foods consist of both specialty diets
and premium pet foods. Nutritional products are comprised of dietary supplements, vitamins, dental chews and
specialty treats. Consumable supplies include lab supplies, various types and sizes of paper goods, needles and
syringes, instruments, gauze and wound dressings, sutures, latex gloves, orthopedic and casting products.
Other
Laboratory services. NVS offers veterinary diagnostic laboratory services to veterinarians including
pathology, hematology, chemistry, and microbiology. Samples are accepted from a wide range of species
including dogs, cats, horses, birds, reptiles, fish, farm and zoo animals.
Sales, Marketing and Distribution
NVS has more than 1,000 customers and is well positioned to service all segments of the veterinary market
through its sales and marketing team, national distribution network, and a fully integrated computer system. NVS
has the highest percentage of buying groups and corporations compared to its competitors. The corporate
relationship with these large customers is managed by the senior management team. The relationship with the
individual practices (regardless of whether they are corporately-owned or independent) is serviced by the field
sales representatives, the customer service team and the depot delivery drivers. With buying groups and
corporations representing a large percentage of revenues as well as the fact that 90% of orders being placed by
customers are entered electronically either through the NVS web based ordering platform or via the website, the
need for a large dedicated field sales team is greatly reduced. Currently 11 field sales representatives are
responsible for each calling on 300-350 customers.
This is an operations driven business which means the burden of maintaining a high level of service with the
customer rests with the customer service team and the delivery drivers. Both are highly valued by the customer
and work closely with one another to meet customer expectations. NVS maintains a national distribution network
which serves as a competitive advantage. NVS offers next day business delivery on a nationwide basis in the UK.
Orders are accepted until 8:00 pm in our centralized distribution center and shipped nationwide overnight to one
of 10 depots located throughout the country. The depots are essentially small staging warehouses where pre-
packed orders are sorted by route for delivery to the customer. A fleet of company owned, fully cold chain
compliant vehicles, at each depot, delivers the product to the customer the next business day making the driver of
these vehicles an important contact point and part of the sales team. We estimate that 99% of NVS’s consumable
19
orders are received by the customer the next business day. NVS also utilizes this distribution network to collect
the customer laboratory service samples for onward shipment to the laboratories for analysis. Lab results are
available electronically to the veterinarian.
With 90% of order lines being entered electronically by the customer either through their direct ordering
platform or via their website, the customer service team is primarily responsible for handling customer inquiries
and resolving issues.
Direct Marketing. To assist our sales representatives, NVS publishes a catalog containing product and
service information. NVS customers receive a full-line product catalog containing over 13,000 inventoried items.
The catalog includes descriptions and specifications of products and is used by practitioners as a reference
source. We also promote our specials service where we will procure non-stock items for individual customers. In
addition we promote our value-added products and services, new products, specially priced items and high
demand items through our quarterly magazine, The Cube. Additional direct marketing tools that we utilize
include specialist catalogs, customer loyalty programs, specific product and vendor programs, flyers, faxes,
eNewsletters, social media, and other promotional materials. In order to extend our customer reach and enhance
customer interaction, we also participate in national, regional and local trade shows and specialist veterinary
events including supporting continued professional development for vets and nurses.
Sources of Supply
NVS obtains products from nearly 400 vendors. While NVS makes purchases from many vendors and there
is generally more than one source of supply for most of the categories of products, the concentration of business
with key vendors is considerable. In fiscal 2014, the top 10 veterinary supply manufacturers comprised 77% of
the total cost of veterinary supply sales, and the single largest supplier comprised 16% of the total cost of
veterinary supply sales.
Competition
Veterinary distribution in the UK market is concentrated primarily with three major distributors; NVS with
national coverage, Henry Schein Animal Health, Inc. based in Scotland and MWI Veterinary Supply, Inc.
(Centaur) based in Somerset, with coverage mainly in southern England. NVS also competes directly with
pharmaceutical companies who sell certain products or services directly to the customer.
Rehabilitation Supply
Overview
Patterson Medical is headquartered in Warrenville, Illinois, and is the world’s leading value added
distributor of rehabilitation medical supplies and equipment. We believe Patterson Medical offers the most
comprehensive range of distributed and self-manufactured rehabilitation products to health care professionals
globally. Our 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. We operate as Patterson Medical globally and are transitioning our acquired catalog brands such as
Sammons Preston, Homecraft, and Ausmedic into product brands. Patterson Medical still operates as Medco
Sports Medicine in the North American sports medicine market.
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”). We offer our customers a “one-stop shop” through what we
believe to be the most comprehensive catalogs 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, we believe Patterson Medical’s
reputation, global market presence and highly transferable business model will facilitate entry into new markets.
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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 our capabilities, reputation and customer
partnerships can result in a competitive advantage. Patterson Medical’s goal is to become our customers’ first
choice for rehabilitation supplies and equipment in each of our 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), our products often do not represent a major expense category for our customers.
Patterson Medical has been pursuing a strategy of organic growth, complemented by strategic acquisitions
in its domestic and international markets. This has included building and buying sales offices in the U.S., and
buying and integrating distributors in the U.K., France, Australia and New Zealand. Patterson Medical also uses a
robust international dealer network to service customers in countries where we do not have an established direct
presence. Approximately 70% of Patterson Medical’s revenue originates in North America.
Patterson Medical manufactures or has exclusively manufactured for us products representing
approximately 35% of our total revenue. These products carry the Patterson Medical brand, or one of the many
brands added through acquisition. Patterson Medical owns manufacturing facilities in the U.S., Australia, and
Thailand, and has a China sourcing office. Patterson Medical is a distributor for the other 65% of our product
offering, carrying the top brands in the rehabilitation industry. One of Patterson Medical’s strengths is our trading
relationship with the top manufacturers of rehabilitation products in the U.S. and abroad.
We believe the rehabilitation medical supply and assistive product 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. We do not participate in all product segments, so
Patterson Medical’s addressable market (defined as the collective market for products sold by Patterson Medical)
is approximately $3.4 billion worldwide. We believe that Patterson Medical has an industry leading market share
of approximately 15% in a highly fragmented rehabilitation and assistive products market.
We believe 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, is
expected to contribute to increased demand for products distributed by Patterson Medical. Specifically,
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 2011 to 14 million by 2040 and 19 million by 2050. The 65 to 84 year old
population is expected to more than double between 2011 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 we are 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 Bureau of Labor Statistics (BLS), there were approximately 199,000 PTs and
21
109,000 OTs in the U.S. in 2010. 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. The BLS estimates a growth of
33.5% for OTs between 2010 and 2020, and a growth of 39% for PTs in that same time period. Both
professions are expected to grow much faster than average.
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. We
believe Patterson Medical is well positioned to benefit from the growth in reconstructive implants, by
providing physical therapy and exercise products that help the patients return to a normal level of
function.
Volatility in Funding and Regulation. The demographic growth in aged population both in the U.S. and
abroad will continue to pose funding challenges for governments. Whether private pay, Medicare,
Medicaid or some other funding mechanism, the population need has been outpacing the available funds.
This has resulted in governments changing funding methods, allocations, and rules to try and better match
supply with demand. Although we do not directly participate in third party reimbursed (patient specific)
product, the pressure on healthcare providers can have a pass through effect. Patterson Medical has
pursued a diversified strategy so we do not rely too heavily on any one product category.
•
•
International Operations
Patterson Medical’s Europe, Middle East and Asia (EMEA) operations are based in the United Kingdom
(“U.K.”) and are made up of Patterson Medical Limited in the U.K. and Patterson Medical France and Sacedi in
France. Patterson Medical’s Australia and New Zealand operations (ANZ) are based in Australia. Our
international domestic operations broadly reflect the same business model as used in the North American market.
In the U.K., France, Australia and New Zealand, operations include sales and marketing, customer service,
distribution, purchasing and administration. Outside of these countries, Patterson Medical uses a network of over
200 distributors to reach its customers.
Patterson Medical 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, we are the prime source for numerous established and market leading ADL brands, including products
sold under the names Homecraft, Days, and Physiomed. The Patterson catalog offers a broad line of ADL,
therapy, rehabilitation and pediatric products containing over 10,000 items and is circulated to PTs, OTs, loan
equipment stores and private clinics, trade outlets and the general public.
Patterson’s central sales and marketing strategy is to provide a “one-stop shop” proposition to hospitals, local
government and trade customers (Dealers) 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, Patterson acquired Mobilis Healthcare, increasing our global presence. While the Homecraft
catalog has historically been focused on occupational therapy, Mobilis was a complementary addition, given its
strong position in the physiotherapy market.
22
In June 2010, Patterson Medical acquired the rehabilitation business of Empi Therapy Solutions, with sales
of approximately $30 million.
In June 2010, Patterson acquired the rehabilitation business 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.
Patterson Medical France consists of the sale and distribution of Patterson Medical products in France.
Products are marketed to customers through product brochures, mailings, telemarketing and a sales force that
covers the French rehabilitation market. Sacedi focuses on distribution in the therapy and sports medicine market
segments.
Strategy
Our objective is for Patterson Medical to be the customers’ first choice for rehabilitation medical supplies
and equipment in each of its chosen markets. We intend to continue Patterson Medical’s growth through internal
expansion and acquisitions in both rehabilitation and related products.
Emphasizing Value-Added, Full-Service Capabilities. Patterson Medical currently offers our customers a
“one-stop shop” for products through our industry leading catalog with over 20,000 items, focused primarily on
physical and occupational therapy products. Patterson Medical adds new products each year to our 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.
We recognize 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 our customers, while focusing on niches, worldwide, where our capabilities, reputation and
customer partnerships can result in a competitive advantage. As such, we foresee an on-going evolution of our
product offerings to meet the ever-increasing demands of our 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 four years, we have
made investments in new sales and marketing programs as a part of our accelerated adoption of Patterson’s
value-added strategy, including the expansion of our sales force and the establishment of a consolidated delivery
and service network. We believe these investments will result in additional sales and operating efficiencies into
the future.
As of April 26, 2014, Patterson Medical is distributing products from four shared distribution facilities that
distribute products for two or all three of our operating units. As of April 26, 2014, Patterson Medical now shares
ten branch facilities with other business units, allowing the two business units to share in certain common
expenses.
Growing Through Internal Expansion and Acquisitions. Patterson Medical believes we are well positioned
to expand in our core markets. Our market presence, clinical understanding and close customer relationships
allow us to anticipate and flexibly respond to the diverse needs of our customers. We believe our market
knowledge, strong vendor relationships and manufacturing capabilities will continue to drive the delivery of
value-added solutions through the continual enrichment of our product mix. Additionally, we believe our broad
portfolio of national accounts and commitment to expand our sales force will enhance Patterson Medical’s
growth and penetration within our current and new customer base.
23
Patterson Medical acquired Homecraft, Mobilis, Physiomed, Days Medical, and other businesses to
establish a platform for international expansion. Each business that was added has been integrated and has added
to an ever expanding brand and product portfolio. The international business continues to accelerate, in terms of
both product lines and geographic regions. Since the Homecraft/Kinetec transaction, Patterson Medical has added
over 550 pages of new products to the catalog. The international acquisitions 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. We believe our business model is transferable to other countries, and are using PMI
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 Medco’s sports medicine business,
Medco 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 11 territory sales people. Medco markets to athletic
trainers, schools and school nurses, daycare providers and healthcare professionals including podiatrists,
chiropractors and physical therapists.
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.
In June 2010, Patterson Medical acquired the rehabilitation business of Empi Therapy Solutions, with sales
of approximately $30 million, was purchased in June 2010.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74% 72% 71%
23
21
5
5
24
5
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100% 100% 100%
2014
2013
2012
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
24
• 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; 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, and stationary bicycles. 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 us 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
Patterson Medical has been going through a process of establishing its brand globally to better leverage its
international scope. This has led to a catalog branding transition of our acquired businesses (in various stages)
including Sammons Preston in the U.S. and Canada, and Homecraft, Days, Physiomed, and Ausmedic in the
remainder of the world.
A core element of Patterson Medical’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. Our product management group works closely with customers, suppliers and the
sales force to evaluate new products for inclusion in Patterson Medical’s product offering. We add 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 us 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 our 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.
Patterson Medical’s U.S. national accounts group collaborates with our sales force to meet the changing
needs of our expanding account base. The national accounts program is staffed by seasoned professionals who
have developed a comprehensive portfolio of contracts. Furthermore, the integrated Patterson Medical
organization has national contracts with major purchasing groups within each submarket, including hospitals,
nursing homes and dealers.
The rehabilitation medical supplies and equipment business is highly fragmented. No one manufacturer,
distributor or customer represents a significant portion of Patterson Medical’s revenue.
25
To enhance the total value we bring to our customers, Patterson Medical created a value-added benefit
program for its preferred customers. The Patterson Advantagesm program entitles our 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 our ability to efficiently fill small dollar amount orders.
In the U.S., over 6,000 packages ship daily from six locations. A majority of products are shipped out of three
full service, shared Patterson distribution centers, one in Mt. Joy, Pennsylvania, one in Dinuba, California, and
another in South Bend, Indiana. Approximately 95% of the small packages in the U.S. ship via UPS.
Patterson Medical uses a branch structure to more effectively distribute equipment to our customers. Large
equipment can be shipped to our branches, inspected for damage, and then put on Patterson Medical trucks for
consolidated delivery and installation at customers’ facilities.
Patterson Medical’s U.S. call center operates from 7am – 7pm Monday through Friday, processing in excess
of 5,000 calls per day. In addition, customers can order 24 hours a day through Patterson Medical’s websites. The
combination of in-house staff and web ordering options provides customers with 24 hours a day, seven days a
week ordering capabilities. Approximately 40% of customer orders are through the web or EDI, which has
decreased call center activity, allowing Patterson Medical to provide more personalized service to customers.
Sources of Supply
Among Patterson Medical’s core strengths is our ability to obtain premier products from vendors. Our
products are purchased from over 1,500 suppliers and manufacturers. Although no single supplier accounted for
more than 7% of Patterson Medical’s total purchases in fiscal 2014, we frequently are the largest single customer
of these manufacturers. Suppliers view the ability to distribute their products through our global network
positively due to our reputation, longstanding industry leading position, comprehensive catalogs, national
account contracts, sales force presence and distribution capabilities. We continually work at strengthening our
supplier relationships through the introduction of supplier programs.
Competition
We operate in the highly fragmented rehabilitation medical supplies and equipment 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 our competition.
We believe Patterson Medical is the only national player to offer “one-stop shopping” to our customers.
Patterson Medical’s national and international scale and purchasing power provides us with a favorable cost
position and strong pricing trends relative to our competition.
For further information on our 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 13 to the Consolidated Financial Statements.
Shared Services Initiative
We have continued to consolidate our distribution infrastructure and business systems over the past several
years. As of April 26, 2014, we have eight facilities that serve two or three of our business units. These
strategically located facilities enable us to realize operating efficiencies and improve customer service.
26
Our business units also share a number of sales branch office locations, enabling multiple business units to
operate at one physical location. As of April 26, 2014, we have 15 shared locations, and we plan to leverage
additional branch sharing between two or three business units in select markets in fiscal 2015 and beyond.
The PTC has staff dedicated to support the technology offerings of each of our business units. Such
technology product and service offerings have expanded in recent years and we will continue that focus. We
support over 80,000 customers nationwide through the PTC, and strive to resolve any situation in one call,
whether the question or concern involves hardware, software, computer networking or digital technology.
Development of our proprietary practice management and certain of our patient education products takes place at
the PTC. In addition to the PTC, technology support is provided to customers through our business unit’s sales
branches, which provide network installation and customer training.
Patterson Companies, Inc.
Trademarks and Patents
Our products and services are sold under numerous trademarks including “PATTERSON®,”
“EAGLESOFT®,” “CAESY®,” “SAMMONS PRESTON®,” “KINETEC®,” “TUMBLE FORMS, ®“
“INTRAVET®,” and “DIA®,”. Because we believe our trademarks are well-recognized within their respective
industries and valuable assets, we protect them against infringement. Some of our proprietary software in the
orthodontia field is protected by patents, which have varying terms, generally of 17-20 years.
Employees
As of April 26, 2014, we had approximately 7,000 employees. We have not experienced a shortage of
qualified personnel in the past and believe that we will be able to attract such employees in the future. None of
our employees are subject to collective bargaining agreements or represented by a union. We believe our
relations with employees to be good.
Website
Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports are made available on our website 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 our website at www.pattersoncompanies.com.
Information relating to our corporate governance, including our Principles of Business Conduct and Code of
Ethics, and information concerning executive officers, Board of 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 the website is not being included as a part of our Annual Report on Form 10-K.
Governmental Regulation
The marketing, distribution and sale of certain products we sell are subject to the requirements of various
federal, state, and local laws and regulations. We are 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 us are the Federal Food, Drug and Cosmetic Act, which regulates the advertising,
recordkeeping, labeling, handling, storage and sale of drugs and medical devices which are distributed by us, and
which further requires us to be registered with the Federal Food and Drug Administration; the Safe Medical Devices
Act, which imposes certain reporting requirements on us in the event of an incident involving serious illness, injury
or death caused by a medical device we have distributed; and the Controlled Substance Act, which regulates the
27
recordkeeping, handling, storage and sale of certain drugs sold by us and requires us to be are registered with the
Drug Enforcement Administration. In addition, the transportation of certain products we distribute that are
considered hazardous materials is subject to regulation by the U.S. Department of Transportation.
We also are required to be licensed as a distributor of drugs and medical devices by each state in which we
conduct business. In addition, several state Boards of Pharmacy requires us to be licensed in their state for the
sale of animal health products within their jurisdiction. Our Company is also subject to the requirements of
foreign laws and regulations, which impact our operations in those foreign countries we conduct business.
While we believe we are in substantial compliance with the laws and regulations, which regulate our
business, and that we possess the licenses required in the conduct of our business. Our failure to comply with any
of applicable laws or regulations, or the imposition of new laws or regulations, could negatively impact our
business.
Executive Officers of the Registrant
Set forth below is the name, age and position of the executive officers of Patterson as of June 25, 2014.
Scott P. Anderson
47 President, Chief Executive Officer, Chairman of the Board – Patterson
Companies, Inc.
R. Stephen Armstrong
63 Executive Vice President, Chief Financial Officer and Treasurer – Patterson
Paul A. Guggenheim
George L. Henriques
Michael J. Orscheln
Ranell M. Hamm
Jerome E. Thygesen
Ann B. Gugino
Sean M. Muniz
Jonelle R. Burnham
Companies, Inc.
54 President – Patterson Dental Supply, Inc.
53 President – Patterson Veterinary Supply, Inc.
56 President – Patterson Medical Supply, Inc.
52 Chief Information Officer – Patterson Companies, Inc.
56 Vice President, Human Resources – Patterson Companies, Inc.
42 Vice President , Strategy and Planning – Patterson Companies, Inc.
46 Vice President, Operations – Patterson Companies, Inc.
43 Vice President, General Counsel and Secretary – Patterson Companies, Inc.
Our officers are elected annually and serve at the discretion of the Board of Directors.
Background of Executive Officers
Scott P. Anderson was elected President and Chief Executive Officer of Patterson in April 2010, and
became our Chairman in April 2013. Mr. Anderson has worked with Patterson since 1993. Prior to June 2006
when he became President of Patterson Dental Supply, Inc., Patterson’s largest business, Mr. Anderson held
senior management positions in the dental unit, including Vice President, Sales, and Vice President, Marketing.
Mr. Anderson started his career as a territory sales representative in the dental business before becoming national
equipment manager, manager of the San Francisco branch and manager of the Minnesota branch, two of
Patterson’s largest dental branch offices. Mr. Anderson became one of our directors in June 2010. Mr. Anderson
currently serves on the board of directors of the Dental Trade Alliance, the trade association that represents
dental manufacturers, distributors and laboratories. He also has served as a director of C.H. Robinson
Worldwide, Inc. since January 2012.
R. Stephen Armstrong was elected Executive Vice President, Chief Financial Officer and Treasurer of
Patterson effective July 1999. Before joining Patterson, Mr. Armstrong had been an Assurance Partner with
Ernst & Young LLP. Ernst & Young LLP is currently Patterson’s independent registered public accounting firm.
Mr. Armstrong has been a director of Delphax Technologies, Inc. since April 2000 and IMRIS, Inc. since
September 2013.
28
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 us in 2000 following
our 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 became President of Patterson Veterinary Supply, Inc. in August 2006.
Mr. Henriques previously served as Chief Information Officer of Webster since 2000 and is former chairman and
board member of the American Veterinary Distributors Association.
Michael J. Orscheln became President of Patterson Medical Holdings, Inc. in August 2013. Prior to joining
Patterson, Mr. Orscheln served as President and Chief Executive Officer of Phonak U.S. from January 2009 to
April 2012. Throughout over 30 years of healthcare distribution and medical manufacturing experience,
Mr. Orscheln has held senior leadership positions with American Hospital Supply Corp., Baxter Healthcare
Corp., Moore Corporation, Ltd., and Cardinal Health, Inc.
Ranell M. Hamm became Chief Information Officer in April 2011. Prior to joining Patterson, Ms. Hamm
was Senior Director of Clinical Information Delivery for UnitedHealth Group. Prior to UnitedHealth Group she
was employed by Assurant, Inc., 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.
Ann B. Gugino became Vice President, Strategy & Planning in April 2012. She previously served as Vice
President of Finance and Operations – Patterson Dental from 2008 until April 2012. She joined Patterson in 2000
as an assistant controller and became Controller-Patterson Dental in 2004. Prior to her career with Patterson, she
worked for Ernst & Young, LLP and achieved her Certified Public Accountant designation.
Sean M. Muniz became the Vice President of Operations in November 2012. Mr. Muniz held the position
of Director of Facilities and Risk Management since 2007 and, prior to that Mr. Muniz relocated to the Corporate
Office where he became the Director of Operations for Patterson Logistics Services, Inc. in 2001. Mr. Muniz
began his career with Patterson in 1990.
Jonelle R. Burnham became Vice President, General Counsel and Secretary in April 2014. She previously
served as Associate General Counsel from October 2009 to April 2014. From July 2002 to September 2009,
Ms. Burnham held various positions as counsel, assistant secretary and senior patent attorney for Kimberly-Clark
Corporation, a global consumer brand company. Prior to joining Kimberly-Clark, Ms. Burnham was an associate
attorney in the Minneapolis office of the Merchant & Gould law firm.
Item 1A. RISK FACTORS
In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully
consider the following factors which could have a material adverse effect on our business, financial condition,
results of operations or stock price. The risks below are not the only risks we face. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our
business, financial condition, results of operations or stock price.
29
General economic conditions and volatility in the financial markets could adversely affect our operating
results and financial condition.
Uncertain weak economic conditions in the U.S. or global economy, or an uncertain economic outlook,
could materially adversely affect our operating results and financial condition. Current economic conditions may
continue to cause customers to reduce, modify, delay, or cancel purchasing our products and services, and a
prolonged period of economic instability could reduce their ability to make payments. Furthermore, such
conditions could cause our suppliers to reduce their production, decrease their number of product offerings, or
change their terms of sale to us. Increasing commodity prices would also increase our cost of operations, either
directly through increased energy costs or indirectly through what we are charged by our suppliers. Current
economic conditions could also cause changes in our product mix as our customers prioritize established, low-
margin products rather than innovative, high-margin products, which could reduce our profit margin.
In addition, 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. Reduced access to capital for our customers limits the amount of investment that
they can make in their practices, and with limited investment by the customer our revenue from equipment sales
would be lower.
The dental supply, veterinary supply, and rehabilitation and assistive products supply markets are highly
fragmented and competitive, and we may not be able to compete successfully.
Our competitors include national, regional and local full-service distributors, mail-order distributors and,
increasingly, internet-based businesses. Some of our competitors have greater resources than we do, or operate
through different sales and distribution models that could allow them to compete more successfully. For
example, many of our suppliers are manufacturers, some of whom compete with us by selling directly to
customers. Furthermore, internet-based businesses may be able to offer the same product at a lower cost.
Most of our products are available from multiple sources, and our customers tend to have relationships with
several different distributors who can fulfill their orders. Our competitors could obtain exclusive rights to market
particular products, which we would then be unable to market. Manufacturers also could increase their efforts to
sell directly to end-users and thereby eliminate or reduce our role and that of other distributors. Industry
consolidation among suppliers, price competition, the unavailability of products, whether due to our inability to
gain access to products or to interruptions in supply from manufacturers, or the emergence of new competitors
also could increase competition. Our failure to compete effectively may limit and/or reduce our revenue,
profitability and cash flow.
Risks inherent in acquiring other businesses could offset the anticipated benefits of such acquisitions and
we may face difficulty in efficiently and effectively integrating acquired businesses since we operate in
three distinct segments.
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, and may not result
in the benefits and revenue growth we expect. 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.
As we operate in three distinct segments, we need to consolidate the distribution, information technology,
human resources, financial and other administrative functions of those business units jointly to meet their needs
while addressing distinctions in the individual markets of those segments. We may not be able to do so
effectively and efficiently.
30
Our ability to continue to make acquisitions will depend upon our success in identifying suitable targets,
which requires substantial judgment in assessing their values, strengths, weaknesses, liabilities and potential
profitability, as well as the availability of suitable candidates at acceptable prices, and whether restrictions are
imposed by anti-trust or other regulations.
Our international operations are subject to inherent risks that could adversely affect our operating results.
There are a number of risks inherent in foreign operations, including complex regulatory requirements,
staffing and management complexities, import and export costs, other economic factors and political
considerations, all of which are subject to unanticipated changes. Additionally, foreign operations expose us to
foreign currency fluctuations. Furthermore, we generally do not hedge translation exposure with respect to
foreign operations.
We depend on our relationships with our sales representatives and customers, as well as suppliers of the
products that we distribute.
The inability to attract or retain qualified employees, particularly sales representatives who relate directly
with our customers, or our inability to build or maintain relationships with suppliers of products that we
distribute may have an adverse effect on our business.
We are dependent on our suppliers because we do not manufacture the majority of the products we sell.
Interruptions in supply could adversely affect our operating results. If a supplier is unable to deliver product
in a timely and efficient manner, whether due to financial difficulties, natural disasters or other reasons, we could
experience lost sales. We generally do not have long-term contracts with our suppliers that commit them to
producing products for us.
While there is generally more than one source of supply for most of the categories of products we sell, there
is considerable concentration within our veterinary and dental businesses with a few key suppliers. For example,
in fiscal 2014 and 2013, Patterson Veterinary’s top 10 suppliers comprised of 68% and 70%, respectively, and
the single largest supplier comprised 17% and 18%, respectively, of the total cost of veterinary supply sales. In
the event that any of our suppliers were to become unable or unwilling to continue to provide the products we
sell in the amounts we require, we would need to identify and obtain products from acceptable replacement
sources on a timely basis. There is no guarantee that we would be able to obtain such alternative sources of
supply on a timely basis, if at all. An extended interruption in the supply of our products would have an adverse
effect on our results of operations.
In addition, a portion of our products is 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, affect foreign trade beyond our control
and adversely affect our results of operations.
The products we sell are subject to market and technological obsolescence.
We carry approximately 210,000 different product stock keeping units (SKUs). Some of these products are
subject to technological obsolescence outside of our control, since we do not manufacture the majority of the
products we sell. If our customers discontinue purchasing a given product, we might have to record expense
related to the diminution in value of inventories we have in stock, and depending on the magnitude, that expense
could adversely impact our operating results.
31
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.
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 product liability claims,
intellectual property claims, and employment claims. We also may be subject to securities litigation. Defending
these lawsuits may divert our management’s attention, may be expensive, and may require that we 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 exposure. A successful claim brought against us in excess of
available insurance or not covered by indemnification agreements, or any claim that results in significant adverse
publicity against us, could have an adverse effect on our business and our reputation.
Our future success depends on our leadership development and succession planning.
Our success depends, in large part, on our ability to recruit skilled personnel, and then identify and train our
personnel to transition into key roles to support the long-term growth of our business. While our Board of
Directors and management actively monitor our succession plans and processes, our business could suffer if we
lose key personnel unexpectedly. In addition, competition for senior management is intense and we may not be
successful in attracting and retaining key personnel.
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. 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 under U.S. generally accepted accounting principles (GAAP).
The healthcare industry is experiencing substantial changes, which are causing uncertainty in the market
and may adversely affect our dental and rehabilitation and assistive products supply businesses.
The healthcare industry is highly regulated and subject to changing political, economic and regulatory
influences. In recent years, the healthcare industry has undergone significant change driven by various efforts to
reduce costs, including: trends toward managed care; consolidation of healthcare distribution companies;
consolidation of healthcare manufacturers; collective purchasing arrangements and consolidation among office-
based healthcare practitioners that may enable purchasing at more favorable prices than we can obtain and may
shift purchasing decisions to entities or persons with whom we do not have a historical relationship; and changes
in reimbursements to customers. Our profit margins and the profit margins of our suppliers and our customers
may be adversely affected by industry changes. If we are unable to react effectively to these and other changes in
the healthcare industry, our operating results could be adversely affected.
In particular, recent healthcare related legislation and regulation in the U.S. may affect expenditures or
reimbursements for rehabilitation and assistive products or expenditures or reimbursements for dental services by
private dental insurance plans. Other new regulatory requirements could subject us to additional reporting and
disclosure requirements, taxes, and/or restrictions. Regulations under healthcare reform legislation continue to
evolve, resulting in uncertainty surrounding their application and related enforcement, as well as consuming
resources necessary to comply.
32
Healthcare markets are rapidly changing, as well. For example, our 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, may be
mistaken. Fluctuations in demand for infection control products currently used for prevention of the spread of
communicable diseases such as AIDS, hepatitis and herpes may adversely affect our revenue.
Failure to comply with existing and future U.S. and foreign laws and regulatory requirements could
subject us to claims or otherwise harm our business.
The marketing, distribution and sale of certain products we sell are subject to the requirements of various
federal, state and local laws and regulations in the U.S. and abroad. Our failure to comply with applicable laws
may subject us to claims, additional liabilities, or enforcement actions by an administrative agency, which could
require us to make settlement payments, be subject to civil or criminal penalties (including fines or loss of
licenses), or damage our reputation, any of which could adversely affect our business, financial condition and
results of operations.
In the U.S., we are 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
our business are the Federal Food, Drug and Cosmetic Act, which regulates the advertising, record keeping,
labeling, handling, storage and sale of drugs and medical devices we distribute, and which requires us to be
registered with the Federal Food and Drug Administration; the Safe Medical Devices Act, which imposes certain
reporting requirements on us in the event of an incident involving serious illness, injury or death caused by a
medical device we distributed; and the Controlled Substance Act, which regulates the record keeping, handling,
storage and sale of certain drugs we sell, and which requires us to be registered with the Drug Enforcement
Administration. In addition, the transportation of certain products we distribute, which are considered hazardous
materials, is subject to regulation by the U.S. Department of Transportation.
We are also required to be licensed as a distributor of drugs and medical devices by each state in which we
conduct business. In addition, several state Boards of Pharmacy require us to be licensed for the sale of animal
health products within their jurisdiction. We are also subject to the requirements of foreign laws and regulations,
which impact our operations in those foreign countries where we conduct business.
In the course of our business, particularly in providing installation and support relating to our practice
management software, we frequently have access to personal financial and health information of our customers
and their patients. Because of this access, we are also subject to additional federal and state laws and regulations,
such as the Health Insurance Portability and Accounting Act (HIPAA), which, through regulations and
rulemaking, impose on us certain requirements to protect the privacy and security of personal health information.
Furthermore, as discussed above, the industries in which we operate have recently experienced an increase
in new regulations, which makes compliance increasingly difficult. Costs and resources associated with
complying with these increasing regulations can be considerable.
We are exposed to the risk of changes in interest rates.
Our balance sheet includes certain non-current assets that are sensitive to movements in short-term interest
rates. The variable rates are comprised of both LIBOR and commercial paper rates plus a spread and reset on
certain dates, as set forth in 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. Sudden and dramatic changes in the interest
rates within relevant markets could adversely affect our results of operations.
33
Risks generally associated with our information systems could adversely affect our results of operations.
We rely on information systems (“IS”) in our business to obtain, rapidly process, analyze and manage data
to, among other things:
•
•
•
•
•
facilitate the purchase and distribution of thousands of inventory items through numerous distribution
centers;
receive, process and ship orders on a timely basis;
accurately bill and collect from thousands of customers;
process payments to suppliers; and
provide technical support to our customers.
A cyber-attack that bypasses our IS security causing an IS security breach may lead to a material disruption
of our IS and/or the loss of business information, which could adversely affect our business. These risks may
include, among others, the following:
•
•
•
•
future results could be adversely affected due to the theft, destruction, loss, misappropriation or release
of confidential data or intellectual property;
operational or business delays resulting from the disruption of IS and subsequent clean-up and
mitigation activities;
negative publicity resulting in reputation or brand damage with our customers, suppliers or industry
peers; and
liability for a breach of personal financial and health information belonging to our customers and their
patients.
Our results of operations could be adversely affected if our IS are interrupted, damaged by unforeseen
events, incur cyber-attacks or fail for any extended period of time.
If we experience significant disruptions in our operations during our enterprise resource planning
implementation, our business may be adversely affected.
We depend on our information technology systems for the efficient functioning of our business, including
accounting, data storage, purchasing and inventory management. We are working on implementing a new
enterprise resource planning system (“ERP”) across our significant operating locations. We expect that the ERP
will take three to four years to implement and will require the investment of significant human and financial
resources. During implementation, we may encounter difficulties in operating our business, which could disrupt
our operations, including our ability to timely ship and track customer orders, determine inventory requirements,
manage our supply chain, and otherwise adequately service our customers, and lead to increased costs and other
difficulties. If we experience significant disruptions during our ERP implementation, we may not be able to
repair our systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the
efficiency of our entire operation and have a material adverse effect on our operating results and cash flows.
Our governing documents and Minnesota law may discourage takeovers and business combinations that
our shareholders might consider to be in their best interests.
Anti-takeover provisions of our articles of incorporation, bylaws, and Minnesota law could diminish the
opportunity for shareholders to participate in acquisition proposals at a price above the then current market price
of our common stock. For example, while we have no present plans to issue any preferred stock, our Board of
Directors, without further shareholder approval, may issue up to approximately 30 million shares of undesignated
34
preferred stock and fix the powers, preferences, rights and limitations of such class or series, which could
adversely affect the voting power of our common stock. In addition, although our classified board will be
completely phased out in 2015, four of our directors are not required to stand for re-election in 2014 under our
bylaws. Further, as a Minnesota corporation, we are subject to provisions of the Minnesota Business Corporation
Act, or MBCA, regarding “control share acquisitions” and “business combinations.” We may, in the future,
consider adopting additional anti-takeover measures. The authority of our Board of Directors to issue
undesignated preferred stock and the anti-takeover provisions of the MBCA, as well as any future anti-takeover
measures adopted by us, may, in certain circumstances, delay, deter or prevent takeover attempts and other
changes in control of our company not approved by our Board of Directors.
Item 1B. UNRESOLVED STAFF COMMENTS
We have not received any written comments regarding our reports from the staff of the SEC issued 180 days
or more preceding the end of the 2014 fiscal year that remain unresolved, nor have we received any written
comments regarding our reports from the SEC within the past 180 days.
Item 2. PROPERTIES
We own our principal executive offices in St. Paul, Minnesota, and the majority of our 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 sales offices are
leased for varying and usually shorter periods, with or without renewal options. We believe our properties are in
good operating condition and are suitable for the purposes for which they are being used.
Patterson Logistics Services
The majority of assets we use to distribute product are owned and operated by Patterson Logistics Services,
Inc. (“PLSI”), a wholly-owned subsidiary, which operates the distribution function for the benefit of all three of
our sales and marketing business segments in the Unites States. PLSI also advises on the operations of our
distribution centers outside of the U.S but these properties are not owned by PLSI.
As of April 26, 2014, PLSI operates 15 distribution centers (8 primary centers) totaling approximately
1,200,000 square feet of distribution space as follows:
•
•
•
•
•
•
1 dental distribution center is located in Hawaii.
4 veterinary distribution centers are located in Alabama, Colorado and Texas (2).
2 rehabilitation distribution centers are located in New York State and Indiana.
1 distribution center is located in Texas, which stocks and distributes both dental and rehabilitation
product.
3 distribution centers are located in Iowa, South Carolina and Washington state, which stock and
distribute dental and veterinary products; and,
4 distribution centers are located in California, Florida, Indiana and Pennsylvania, which distribute
product for all three of the business units.
Approximately 90% of the PLSI distribution center space is owned.
Patterson Technology Center
The Patterson Technology Center is a state-of-the-art 100,000 square foot facility in Effingham, Illinois,
which was completed in fiscal 2012.
35
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 Quebec and Alberta, Canada.
The dental supply segment is headquartered in our principal executive offices, which is an owned facility.
This segment also maintains sales and administrative offices inside the U.S. at approximately 88 locations in over
40 states and at 10 locations in Canada. The majority of these locations are leased.
Veterinary Supply
Veterinary Supply headquarters is a leased facility in Devens, Massachusetts. Our veterinary sales personnel
generally reside within branch locations.
Internationally, this segment’s U.K. business has its primary distribution facility in Stoke-on-Trent, and
additionally has nine depots used as secondary distribution points throughout the United Kingdom.
Rehabilitation Supply
Patterson Medical is headquartered in a leased facility in Warrenville, Illinois. Domestically, the
rehabilitation supply segment maintains manufacturing facilities in Wisconsin and New York. This segment’s
eighteen branch office locations include eleven that are shared with the dental supply segment.
Internationally, this segment has facilities located in the U.K., France, Canada, Australia, New Zealand,
China and Thailand.
Item 3. LEGAL PROCEEDINGS
We are involved in various product-related, employment-related and other legal proceedings arising in the
ordinary course of our business. Some of these proceedings involve product liability claims arising out of the use
of products we distribute. Product liability indemnification is generally obtained from suppliers. However, in the
event a supplier of a defective product is unable to pay a judgment for which we may be jointly liable, we may be
liable for the entire judgment.
We maintain product liability insurance coverage for any potential liability for claims arising out of
products we sell. While we believe our insurance coverage is adequate, there can be no assurance that the
insurance 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 us could involve claims not
covered by insurance or indemnification agreements and could have a material adverse effect on our business or
financial condition.
As of April 26, 2014, we had accrued our best estimate of potential losses relating to product liability and
other claims likely to result in liability and for which it is possible to reasonably estimate a loss. This accrued
amount, as well as related expenses, was not 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.
Item 4. MINE SAFETY DISCLOSURES
Not Applicable.
36
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Patterson’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 Patterson’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 2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal 2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
Dividends
per share
$40.59
$42.60
$44.27
$43.01
$37.20
$39.59
$39.99
$39.05
High
Low
$35.66
$36.42
$36.96
$38.25
$30.82
$32.68
$31.36
$35.01
$0.16
$0.16
$0.16
$0.20
$0.14
$0.14
$0.14
$0.16
On June 19, 2014, the number of holders on record of common stock was 2,120. The transfer agent for
Patterson’s common stock is Wells Fargo Bank, N.A., 161 North Concord Exchange, South St. Paul, Minnesota,
55075-0738, telephone: (651) 450-4064.
We had not paid any cash dividends on our common stock from our initial public offering in 1992 until the
fourth quarter of fiscal 2010, at which time a $0.10 per share cash dividend was paid. In fiscal 2014 a quarterly
cash dividend of $0.16 per share was paid throughout the year, except in the fourth quarter when the dividend
was increased to $0.20 per share. We expect to continue to pay a quarterly cash dividend for the foreseeable
future; however, the payment of dividends is within the discretion of our Board of Directors and will depend
upon our earnings, capital requirements, operating results and financial condition among other factors.
For information relating to securities authorized for issuance under equity compensation plans, see Part III,
Item 12.
On March 19, 2013, Patterson’s Board of Directors approved a share repurchase plan by which up to
25 million shares may be purchased in open market transactions through March 19, 2018. As of April 26, 2014,
22,046,000 shares remain available under the current repurchase authorization.
37
The following table presents activity under the stock repurchase program during the fourth quarter of fiscal
2014 ended April 26, 2014.
January 26, 2014 to February 22, 2014
February 23, 2014 to March 22, 2014
March 22, 2014 to April 26, 2014
Total
Number of
Shares
Purchased
1,196,224
25,000
—
Average
Price
Paid
per
Share
$40.07
$40.90
—
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
1,196,224
25,000
—
Maximum
Number of
Shares That
May Be
Purchased
Under the
Plan
22,071,000
22,046,000
22,046,000
1,221,224
$40.49
1,221,224
The graph below compares the cumulative total shareholder return on $100 invested at the market close on
April 24, 2009, the last trading day before the beginning of our 2010 fiscal year, through April 25, 2014, the last trading
day of our fiscal year 2014, with the cumulative return over the same time period on the same amount invested in the
S&P 500 Index and a Peer Group Index, consisting of six 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 5 YEAR CUMULATIVE TOTAL RETURN*
S
R
A
L
L
O
D
300
250
200
150
100
50
0
4/25/2009
4/24/2010
4/30/2011
4/28/2012
4/27/2013
4/26/2014
Patterson Companies Inc.
S&P 500
Peer Group
Patterson Companies, Inc.
S&P 500
Peer Group
4/25/2009
4/24/2010
4/30/2011
4/28/2012
4/27/2013
4/26/2014
Fiscal Year Ending
100.00
100.00
100.00
165.25
143.50
157.76
177.42
164.03
182.85
176.54
172.49
184.26
197.87
198.92
212.94
219.65
239.23
259.53
* The current composition of SIC Code 5047 – Medical, Dental & Hospital Equipment & Supplies – is as
follows: Chindex International, Inc., Henry Schein, Inc., Millennium Healthcare, Inc., MWI Veterinary
Supply, Inc., Owens & Minor, Inc., and Patterson Companies, Inc.
38
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share amounts)
Statement of Operations Data:
Net sales
Cost of sales
Gross profit
Operating expenses
Operating incomea,b
Other expense – net
Income before income taxes
Income taxes
Net Income
Diluted earnings per share
Weighted average shares and potentially
dilutive shares outstanding
Dividends per common share
Balance Sheet Data:
Working capital
Total assets
Total long-term debt
Stockholders’ equity
Fiscal Year Ended
April 26,
2014
April 27,
2013
April 28,
2012
April 30,
2011
April 24,
2010
$4,063,715
2,865,437
$3,637,212
2,446,443
$3,535,661
2,373,147
$3,415,670
2,271,445
$3,237,376
2,147,975
1,198,278
852,522
1,190,769
836,314
1,162,514
804,505
1,144,225
768,217
1,089,401
734,110
345,756
(32,844)
312,912
112,300
354,455
(33,338)
321,117
110,845
358,009
(28,197)
329,812
116,997
376,008
(20,121)
355,887
130,502
355,291
(16,250)
339,041
126,787
$ 200,612
$ 210,272
$ 212,815
$ 225,385
$ 212,254
$
$
1.97
$
2.03
$
1.92
$
1.89
$
1.78
101,643
103,807
110,846
119,066
119,202
0.68
$
0.58
$
0.50
$
0.42
$
0.10
$ 872,254
2,864,677
725,000
1,471,664
$ 912,817
2,681,778
725,000
1,394,455
$ 873,865
2,739,368
725,000
1,375,202
$ 863,278
2,564,968
525,000
1,560,540
$ 785,407
2,422,969
525,000
1,441,511
Notes:
a: Medical restructuring decreased operating income for April 26, 2014 by $15 million.
b: Information technology expenditures as of April 26, 2014, April 27, 3013 and April 28, 2012 decreased
operating income by $10 million, $6 million and $6 million, respectively.
c: See the Notes to the Consolidated Financial Statements included in Item 8. of this Annual Report on
Form 10-K.
39
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
Our fiscal 2014 financial information is summarized in this Management’s Discussion and Analysis, the
Consolidated Financial Statements, and related Notes. The following background is provided to readers to more
fully understand our Company’s financial information.
Patterson operates a distribution business in three complementary markets: dental supply, veterinary supply
and rehabilitation supply. Historically, our 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, we
expanded our strategy to take advantage of a parallel growth opportunity in the veterinary supply market by
acquiring the assets of J. A. Webster, Inc. July 9, 2001, which we operated as Webster Veterinary Supply
(Webster) until January 1, 2013. Webster is now known as Patterson Veterinary. Patterson added a third
component to our business platform in fiscal 2004 when we 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, their gross margin is
substantially lower due generally to the low margins on the pharmaceutical products that are distributed.
We operate with a 52-53 week accounting convention with our fiscal year ending on the last Saturday in
April. Fiscal years 2012, 2013 and 2014 ending April 28, 2012, April 27, 2013 and April 26, 2014, respectively
included 52 weeks.
There are several important aspects of Patterson’s business that are useful in analyzing it, including:
(1) market growth in the various markets in which we operate; (2) internal growth; (3) growth through
acquisition; and (4) continued focus on controlling costs and enhancing efficiency. Management defines “internal
growth” as 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 we
have acquired.
NVS Acquisition. On August 16, 2013 Patterson Companies, Inc. completed the acquisition of all the
outstanding stock of National Veterinary Services Limited (“NVS”) from Dechra Pharmaceuticals, PLC (“NVS
Acquisition”). NVS is the largest veterinary products distributor in the United Kingdom. Total cash consideration
paid for NVS was £91.2 million (approximately $142.7 million). The acquisition was accretive to earnings by
$0.04 per diluted share for the fiscal year ended April 26, 2014. The NVS business has lower gross margins and
operating expenses than our historical businesses.
Medical Restructuring. On August 22, 2013 Patterson Companies, Inc. announced a plan to divest certain
non-core product lines in its medical segment (“Medical Restructuring”). As a result of the plan to dispose of
these product lines, we incurred a pre-tax restructuring charge of $15 million or approximately $0.13 per diluted
share. $14 million of the restructuring charge were non-cash losses on disposal of assets. We estimate that
disposing of these product lines will generate operational savings of approximately $2 million beginning in fiscal
year 2015.
Information Technology Initiative. We estimate that we will invest $45 million to $55 million over the
next four years to transform our information systems (“Information Technology Initiative”). We estimate that
approximately half of this amount will be capitalized over the project life. An incremental $10 million was
expensed in fiscal 2014.
40
Results of Operations
The following table summarizes our consolidated results of operations over the past three fiscal years as a
percent of sales:
Net sales
Cost of sales
Gross margin
Operating expenses
Operating income
Other income, net
Interest expense
Income before taxes
Income taxes
Net income
2014
2013
2012
100.0% 100.0% 100.0%
70.5% 67.3% 67.1%
29.5% 32.7% 32.9%
21.0% 23.0% 22.8%
8.5%
0.1%
0.9%
7.7%
2.8%
4.9%
9.7% 10.1%
0.1%
0.1%
0.9%
1.0%
8.8%
3.0%
5.8%
9.3%
3.3%
6.0%
Fiscal 2014 Compared to Fiscal 2013
Net Sales. Consolidated net sales in fiscal 2014 were $4,063.7 million, an increase of 11.7%, from
$3,637.2 million in fiscal 2013. The growth in sales includes an 11.3% contribution from acquisitions and a 0.4%
unfavorable impact of changes in foreign currency translation rates.
Dental segment sales in fiscal 2014 rose 0.1% to $2,382.1 million from $2,380.0 million in fiscal 2013. The
growth included a 0.1% contribution from acquisitions and a 0.5% unfavorable impact from changes in foreign
currency translation rates. Consumable sales increased 1.3%. Dental equipment and software sales decreased
1.8% in fiscal 2014 to $828.9 million due to strong CEREC sales in the prior year following a successful trade-up
program, as well as a decrease in revenues from digital radiography products although unit volumes increased.
The average selling price per unit in the latter category decline in fiscal 2014 as the focus shifted from higher
capacity product to more mid-line product in the extraoral categories. Other dental sales, consisting primarily of
technical service parts and labor, software support services and artificial teeth, increased 0.3% in fiscal 2014.
Veterinary segment sales grew 59.3% to $1,203.0 million. Acquisitions added 55.8% to sales in fiscal 2014.
Excluding the NVS acquisition, consumables increased 2.5%, equipment and software sales increased 20.3% and
other increased 15.5%. We believe that our equipment and technology strategy, which includes enhancing our
infrastructure and becoming a national technical service provider, is driving the increases in equipment, software
and services.
Medical segment sales of $478.6 million decreased 4.7% from fiscal 2013, primarily as a result of reduced
sales from the non-core product lines that were divested in the current year. Fiscal 2014 sales were also impacted
by continuing challenges in our international business due to austerity measures implemented over healthcare
costs by foreign governments. Foreign exchange rate changes had an unfavorable impact to current year sales
growth of 0.2%.
Gross Margin. Consolidated gross margin decreased 320 basis points from the prior year to 29.5%. The
NVS Acquisition accounts for 250 basis points of the decrease and the Medical Restructuring accounts for
10 basis points resulting in a comparable decrease of 60 basis points from prior year of 32.7%. Veterinary gross
margin decreased 430 basis points mainly due to the acquisition of NVS.
Operating Expenses. The consolidated operating expense ratio of 21.0% decreased 200 basis points from
prior year at 23.0%. The NVS Acquisition accounts for 190 basis points of the decrease. The incremental
41
expenses from the Information Technology Initiative increased operating expense by 30 basis points and the
Medical Restructuring increased operating expenses by 30 basis points resulting in a comparable decrease of
70 basis points from Prior Period of 23.0%.
Operating Income. Current year operating income was $345.8 million, or 8.5% of net sales. In the prior
year, operating income was $354.5 million, or 9.7% of net sales. The decrease in the operating margin is due
primarily to the NVS Acquisition, the Medical Restructuring and the incremental expenses from the Information
Technology Initiative, which combined reduced the operating margin by 140 basis points, resulting in a
comparable operating margin rate of 9.9%.
Other (Expense) Income, Net. Net other expense was $32.8 million in the current year, a decrease of
$0.5 million from the prior year. Net other expense is comprised primarily of interest expense, partly offset by
interest income. Foreign currency had a negative impact of $2.1 million compared to $1.5 million in the prior
year. Interest income of $5.0 million was up from $4.5 million in the prior year.
Income Taxes. The effective income tax rate was 35.9% in fiscal 2014 as compared to 34.5% in fiscal 2013.
The effective tax rate increased in fiscal 2014 as compared to fiscal 2013 due to certain onetime benefits that
were included in the prior year rate in addition to the unfavorable impact of the Medical Restructuring in the
current year.
Net Income and Earnings Per Share. Net income decreased 4.6% to $200.6 million, compared to $210.3
million in the prior year. The decline is the result of the restructuring undertaken in the Medical segment and the
incremental expenses incurred in the information technology transformation mitigated by the earnings
contribution from NVS. Earnings per diluted share were $1.97 in the current year compared to $2.03 in the prior
year. Excluding the restructuring costs, earnings per diluted share were $2.10. The impact on earnings per share
from the incremental information technology expenditures was $0.07 Diluted shares outstanding in the current
year were 101,643,000 compared to 103,807,000 in the prior year. The decrease in the share count is due to share
repurchase activity. The current year’s cash dividend was $0.68 per common share compared to $0.58 in the
prior year.
Fiscal 2013 Compared to Fiscal 2012
Net Sales. Consolidated net sales in fiscal 2013 were $3,637.2 million, an increase of 2.9%, from
$3,535.7 million in fiscal 2012. The growth in sales includes a 0.6% contribution from acquisitions and a 0.2%
unfavorable impact of changes in foreign currency translation rates.
Dental segment sales in fiscal 2013 rose 4.0% to $2,380.0 million from $2,287.9 million in fiscal 2012. The
growth included a 0.2% contribution from acquisitions and a 0.1% unfavorable impact form changes in foreign
currency translation rates. Consumable sales increased 1.3%. Dental equipment and software sales increased
9.8% in fiscal 2013 to $843.9 million due to strong CEREC sales, as well as an increase in sales of digital
radiography products. Other dental sales, consisting primarily of technical service parts and labor, software
support services and artificial teeth, increased 2.8% in fiscal 2013.
Veterinary segment sales grew 2.8% to $755.2 million despite the change in a nutritional distribution
arrangement that reduced sales by 5.8%. Sales of consumables were 3.4% higher in fiscal 2013, or over 9% after
adjusting for the impact of the change in the nutritional agreement. Acquisitions added 0.9% to sales in fiscal
2013. We have been investing in the Veterinary segment’s equipment and technical service offering to expand
this unit’s full-service platform.
Medical segment sales of $502.0 million decreased 2.2% from fiscal 2012. Acquisitions, contributed 1.6%
of sales growth. The negative impact from foreign currency translation rates was 0.6% in fiscal 2013. We believe
that continued uncertainty surrounding the U.S. health care system and the overall economy as well as continued
austerity efforts in the United Kingdom are adversely affecting this segment.
42
Gross Margin. Consolidated gross margin was 32.7% in fiscal 2013 and 32.9% in fiscal 2012. The Dental
segment’s gross margin decreased 30 basis points to 35.9% in fiscal 2013. This decrease is mainly due to sales
mix as equipment growth outpaced consumable growth during the year and as the segment effectuated the
change in the CEREC product line, which negatively impacted margins. Gross margin of the Veterinary segment
increased 60 basis points to 18.9% in fiscal 2013 due primarily to the change in the nutritional distribution
arrangement, which carried a lower than average margin. The Medical segment’s gross margin declined 30 basis
points to 38.7%, as a result of product mix.
Operating Expenses. The consolidated operating expense ratio in fiscal 2013 was 23.0%, or 20 basis points
higher than fiscal 2012. The Dental segment’s operating expense ratio increased 10 basis points. The Medical
segment’s operating expenses as a percent of sales were 80 basis points higher in the current fiscal year, due to
the integration expense in the Australian operations of the Surgical Synergies acquisition. The Veterinary
segment’s operating expense ratio increased 40 basis points, mainly due to the reduced revenue from the
nutritional agreement change and the addition of service technicians during the period.
Operating Income. Operating income totaled $354.5 million, or 9.7% of sales, compared to fiscal 2012
operating income of $358.0 million, or 10.1% of net sales for the reasons discussed above.
Interest Expense. Interest expense was $36.4 million in fiscal 2013 compared to $30.3 million in fiscal
2012. This increase is due to the issuance of $325 million of debt in the third quarter of the fiscal 2012 offset
slightly by the repayment of $125 million of debt that matured late in fiscal 2013.
Other Income, net. Other income, net of other expenses, was $3.1 million in fiscal 2013 compared to
$2.1 million in fiscal 2012. Interest income totaled $4.5 million in fiscal 2013, compared to $4.9 million in fiscal
2012.
Income Taxes. The effective income tax rate was 34.5% in fiscal 2013 as compared to 35.5% in fiscal 2012.
The effective tax rate decreased in fiscal 2013 primarily due to an increase in the deductible dividends paid on
shares held by our Employee Stock Ownership Plan and deductions claimed for domestic manufacturing
activities.
Net Income and Earnings Per Share. Net income decreased 1.2% to $210.3 million in fiscal 2013. Earnings
per diluted share and dilutive shares outstanding were $2.03 and 103.8 million, respectively, in fiscal 2013 and
$1.92 and 110.8 million, respectively, in fiscal 2012.
Liquidity and Capital Resources
Patterson’s operating cash flow has been our principal source of liquidity in the last three fiscal years.
During fiscal 2014 and 2012, we used our revolving credit facility periodically as a source of liquidity in addition
to operating cash flow. Operating activities generated cash of $195.8 million in fiscal 2014, compared to
$299.2 million in fiscal 2013 and $321.2 million in fiscal 2012. Our operating activities are primarily driven by
net income.
Capital expenditures were $40.3, $22.0 and $29.7 million in fiscal years 2014, 2013 and 2012, respectively.
Significant expenditures in these years included the Information Technology Initiative, purchase and expansion
of distribution facilities to accommodate multiple business units and the construction of a new facility for the
Patterson Technology Center. In fiscal 2012, a project to build-out a purchased building in Indiana that serves as
a distribution facility used by all three business units was completed. This facility replaced several smaller
distribution facilities. In addition, the Patterson Technology Center in Illinois was completed in fiscal 2012. This
100,000 square foot state-of-the-art facility replaced a nearby-leased location and opened in the second quarter of
fiscal 2012.
43
We expect to invest approximately $45 million in capital expenditures during fiscal 2015, our main
investment is in information systems. We estimate that we will invest $45 million to $55 million over the next
four years to transform our information systems. We estimate that approximately half of this amount with be
capitalized over the project life.
Cash used for acquisitions and equity investments totaled $145.8 million in fiscal 2014, $14.6 million in
fiscal 2013 and $22.6 million in fiscal 2012. The majority of the cash used for acquisitions in fiscal 2014 related
to the acquisitions of National Veterinary Supply and Mercer Mastery. In fiscal 2013, the majority of the cash
used for acquisitions related to the acquisitions of Iowa Dental Supply and Universal Vaporizer Support. The
majority of the cash used for acquisitions in fiscal 2012 related to the acquisitions of American Veterinary
Supply Corporation and Surgical Synergies.
In fiscal 2014, we invested in three time deposits with total principal of $110,000 Canadian dollars. Our
time deposit securities are classified as “held-to-maturity” securities and are carried at cost, adjusted for accrued
interest and amortization.
In fiscal 2013, we retired $125 million of debt. In fiscal 2012, we entered into a new debt agreement for
$325 million; see Note 7 of the Consolidated Financial Statements, “Long-term Debt” for further information.
Total dividends paid in fiscal 2014, fiscal 2013 and fiscal 2012 were $85.7 million, $43.7 million and
$54.7 million, respectively. We expect to continue to pay a quarterly cash dividend for the foreseeable future. In
addition, during fiscal 2014, we repurchased approximately 2.4 million shares of common stock for
approximately $96 million. In fiscal 2013, we repurchased approximately 5.2 million shares of common stock for
approximately $180 million. In fiscal 2012, we repurchased approximately 12.0 million shares of common stock
for approximately $362 million. Under a share repurchase plan authorized by the Board of Directors, as of
March 19, 2013, Patterson may repurchase up to 25 million shares of its common stock. This authorization
remains in effect through March 19, 2018.
Management expects funds generated from operations and existing cash to be sufficient to meet our working
capital needs for the next fiscal year. We have $265 million in cash and cash equivalents of which $190 million
is in foreign bank accounts. None of our cash balances are subject to any withdrawal restrictions. See Note 11,
“Income Taxes” for further information regarding our intention to permanently reinvest these funds. We have a
$250 million note due in the fourth quarter of fiscal year 2015. We have both the intent and ability to refinance at
that time, therefore we have classified this balance as long term debt on the balance sheet as of April 26, 2014.
We expect to continue to obtain liquidity from the sale of equipment finance contracts. Patterson’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. In addition, we have a $300 million revolving
credit facility which expires in fiscal 2017.
Patterson sells a significant portion of our finance contracts (see below) 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 Patterson. Patterson is allowed to participate in the conduit due to the quality of our finance
contracts and our financial strength. Cash flows could be impaired if our financial strength diminishes to a level
that precluded us from taking part in this facility or other similar facilities. Also, market conditions outside of our
control could adversely affect the ability for us to sell the contracts.
Customer Financing Arrangements
Patterson is a party to two arrangements under which we have sold finance contracts received from our
customers to outside financial institutions. These arrangements provide sources of liquidity for us that would
have to be replaced should any of the current financial institutions be unable or unwilling to continue under them.
44
In December 2010, the Receivables Purchase Agreement was amended to make The Bank of Tokyo-
Mitsubishi UFJ, Ltd. (“BTMU”) the managing agent. As of April 26, 2014, the total capacity under this
agreement is $500 million, which includes $300 million with BTMU and the remainder with Royal Bank of
Canada (RBC). In August 2011, Fifth Third Bank (FTB) replaced U.S. Bank National Association as the agent
under the Contract Purchase Agreement, which has a capacity of $100 million as of April 26, 2014. Our
financing business is described in further detail in Note 6, “Customer Financing.” of the Notes to the
Consolidated Financial Statements in Item 8 of this Form 10-K. Note 6, discusses the nature and business
purpose of the arrangements and the activity under each arrangement during fiscal 2014, including the amount of
finance contracts sold and the holdback receivable owed to us.
Contractual Obligations
A summary of Patterson’s contractual obligations as of April 26, 2014 follows (in thousands):
Contractual Obligations
Long-Term Debt
Interest on Long-Term Debt
Operating Leases
Payment due by year
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
$725,000
141,063
77,531
$250,000
32,984
18,981
..
$ — $210,000
..
40,117
31,492
18,285
29,304
. ..
$265,000
36,470
10,961
Patterson is unable to determine its contractual obligations by year related to the provisions of ASC Topic
740, “Income Taxes”, 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 26,
2014, is $21.8 million.
For a more complete description of Patterson’s contractual obligations, see Notes 7 and 11 to the
Consolidated Financial Statements in Item 8 of this Form 10-K.
Outlook
Over the last ten years, we have been able to grow revenue and earnings through our strategy of
emphasizing value-added, full-service capabilities, using technology to enhance customer service, continuing to
improve operating efficiencies, and growing through internal expansion and acquisitions. While the weakness in
the general economy that has existed during the last several years is expected to continue to affect our
performance for at least the near term, Patterson’s strategy will continue to focus on these key elements. With
strong operating cash flow and available credit capacity, we are confident that we will be able to financially
support our future growth. We believe that the strategic initiatives that we have implemented in the past several
years, as well as those that will be implemented in fiscal 2015 and beyond, will strengthen our operational
platform and contribute to future growth. Given these factors, we consider ourselves well positioned to capitalize
upon the growth opportunities in the dental, companion animal veterinary and the worldwide rehabilitation
supply markets.
Asset Management
The following table summarizes Patterson’s days sales outstanding (“DSO”) and inventory turnover the past
three fiscal years:
Days sales outstanding (1)
Inventory turnover (2)
2014
2013
2012
46
7.2
42
7.1
45
6.7
(1) Receivables as of April 26, 2014, April 27, 2013 and April 28, 2012 include approximately $7 million,
$9 million and $20 million, respectively, of finance contracts received from customers related to certain
45
financing promotions in fiscal 2014, 2013 and 2012. Patterson has sold contracts in fiscal 2014 and expects
to sell the contracts held as of April 26, 2014 to outside institutions under an existing agreement during
fiscal 2015. If these finance contracts are excluded from the calculation of DSO, the pro forma DSO would
be 45, 42 and 43 as of April 26, 2014, April 27, 2013 and April 28, 2012, respectively.
(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 derive primarily from Patterson Dental and Patterson Medical operations in Canada, from
Patterson Veterinary’s operations in the U.K. and from Patterson Medical operations in the U.K., France,
Australia and Thailand. Fluctuations in currency exchange rates have not significantly impacted earnings.
However, changes in exchange rates adversely affected net sales in fiscal 2014 and 2013, and enhanced net sales
in fiscal 2012. Without foreign currency effects, net sales would have been $13.9 million higher, $5.6 million
higher, and $6.1 million lower in fiscal years 2014, 2013 and 2012, respectively. Changes in currency exchange
rates are a risk accompanying foreign operations, but this risk is not considered material with respect to our
consolidated operations.
Critical Accounting Policies and Estimates
Patterson has adopted various accounting policies to prepare our consolidated financial statements in
accordance with accounting principles generally accepted in the United States. Management believes that our
policies are conservative and our 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 Patterson’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 to our significant accounting principles and policies that are discussed in Note 1 to the
Consolidated Financial Statements. The financial performance and condition of Patterson may also be materially
impacted by transactions and events that we have not previously experienced and for which we have 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.
Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services
have been rendered, the price is fixed or determinable, 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. In addition to revenues
generated from the distribution of consumable products under conventional arrangements (buy/sell agreements)
where the full market value of the product is recorded as revenue, the veterinary segment may earn a small
amount of commission income for services provided under agency agreements with certain pharmaceutical
manufacturers. The services generally consist of detailing the product and taking the customer’s order. The
agency agreement contrasts to a buy/sell agreement in that the veterinary segment does not purchase and handle
the product or bill and collect from the customer in an agency relationship with a vendor.
Consumable product sales are recorded upon delivery, except in those circumstances where terms of the sale
are FOB shipping point. Commissions under agency agreements are recorded when the services are provided.
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
46
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. Patterson provides financing for select
equipment and software sales. Revenue is recorded at the present value of the finance contract, with discount, if
any, and interest income recognized over the life of the finance contract as “other income”. See Note 6 to the
Consolidated Financial Statements, for more information regarding customer financing.
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 are reported net of the related allowances
discussed above. Patterson 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
we determine the amounts to be uncollectible, typically upon customer bankruptcy or non-response to continuous
collection efforts. The portions of receivable amounts that are not expected to be collected during the next twelve
months are classified as long-term.
Patterson has a relatively large, dispersed 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 26,
2014, we believe we have sufficient experience with the program to reasonably estimate the amount of Patterson
Advantage dollars that will not be redeemed and thus have recorded a liability for 87% of the maximum potential
amount that could be redeemed. We use the redemption recognition method, and we recognize the estimated
value of unused–Advantage dollars as redemptions occur. Breakage recognized was immaterial to all periods
presented.
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.
We continually assess the valuation of inventories and reduce the carrying value of those inventories that are
obsolete or in excess of 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.
We evaluate goodwill on an annual basis, or more frequently if indicators of impairment are present using a
qualitative assessment to determine whether it is more likely than not that the fair value of any reporting unit is
less than its carrying amount. If we determine that the fair value of the reporting unit may be less than its
carrying amount, we evaluate goodwill using a two-step impairment test. Otherwise, we conclude that no
impairment is indicated and we do not perform the two-step impairment test.
Patterson has three reporting units at April 26, 2014, 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
47
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. Patterson conducts impairment testing based on current business strategy in light of present
industry and economic conditions, as well as future expectations. Additionally, in assessing goodwill for
impairment, the reasonableness of the implied control premium is considered based on market capitalizations and
recent market transactions.
Other indefinite-lived intangible assets are assessed 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 2014, management completed its annual goodwill and other indefinite-lived
intangible asset impairment tests and determined there was no impairment. Although we believe 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 financial results, including
an impairment charge that could be material.
The medical reporting unit was evaluated using a quantitative assessment for impairment testing. This
reporting unit has a higher level of sensitivity to impairment as management currently assesses the various
estimates and assumptions used to conduct these tests. A significant reduction in these assumptions from further
softening in medical utilizations in the U.S. or more severe austerity measures in the United Kingdom could
cause us to recognize a material impairment charge on this reporting unit. At April 26, 2014, the estimated fair
value of this reporting unit exceeded its book value by approximately 6%. Also see Note 3 of the Notes to the
Consolidated Financial Statements included in this report.
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. Our 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 – We are 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, we recognize tax liabilities based on estimates of whether additional
taxes and interest will be due. These tax liabilities are recognized when, despite our belief that its tax return
positions are supportable, we believe that certain positions may not be fully sustained upon review by tax
authorities. We believe that our accruals for tax liabilities are adequate for all open audit years based on an
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.
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 certain foreign
subsidiaries acquired in prior years.
Self-insurance – Patterson is self-insured for certain losses related to general liability, product liability,
automobile, workers’ compensation and medical claims. We estimate our liabilities based upon an analysis of
48
historical data and actuarial estimates. While current estimates are believed reasonable based on information
currently available, actual results could differ and affect 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 – We recognize 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. 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 the
fair value determination or estimates of forfeitures. If factors change and we employ different assumptions, the
amount of compensation expense associated with stock-based compensation may differ significantly from what
was recorded in the current period.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
We are exposed to market risk consisting of foreign currency rate fluctuations and changes in interest rates.
Patterson is exposed to foreign currency exchange rate fluctuations in our operating statement due to
transactions denominated primarily in Canadian Dollars, British Pounds, Euros, Australian Dollars, New Zealand
Dollars and Thai Bahts. Although Patterson is not currently involved with foreign currency hedge contracts, we
continually evaluate our 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 our most significant foreign
currency exposures would have reduced fiscal 2014 net sales by approximately $54 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.
Patterson’s earnings are also affected by fluctuations in short-term interest rates through the investment of
cash balances and the practice of selling fixed rate equipment finance contracts under agreements with both a
commercial paper conduit and a bank that provide for pricing based on variable interest rates.
When considering the exposure under the agreements whereby Patterson sells equipment finance contracts
to both a commercial paper conduit and bank, Patterson 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 Patterson can adjust the rate we charge 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, we use 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.
Patterson estimates that if interest rates changed by 10% during the year, the annual impact would have been
less than $1 million to earnings before income taxes.
49
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 26, 2014, based
on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (1992 framework) (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 the accompanying
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 the company’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.
As indicated in the accompanying 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, management’s assessment
of and conclusion on the effectiveness of internal control over financial reporting did not include the internal
controls of National Veterinary Services Limited, which is included in the fiscal 2014 consolidated financial
statements of Patterson Companies, Inc. and constituted 14% and 10% of total and net assets, respectively, as of
April 26, 2014, and 10% and 2% of revenues and net income, respectively, for the fiscal year then ended. Our
audit of internal control over financial reporting of Patterson Companies, Inc. also did not include an evaluation
of the internal control over financial reporting of National Veterinary Services Limited.
In our opinion, Patterson Companies, Inc. maintained, in all material respects, effective internal control over
financial reporting as of April 26, 2014, 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 26, 2014 and
50
April 27, 2013, and the related consolidated statements of income and other comprehensive income, changes in
stockholders’ equity, and cash flows for each of the three fiscal years in the period ended April 26, 2014, and our
report dated June 25, 2014 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 25, 2014
51
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. as of April 26,
2014 and April 27, 2013, and the related consolidated statements of income and other comprehensive income,
changes in stockholders’ equity, and cash flows for each of the three fiscal years in the period ended April 26,
2014. Our audits also include the financial statement schedule listed in Item 15(a)(2). These financial statements
and the schedule are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements 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. at April 26, 2014 and April 27, 2013, and the consolidated results
of its operations and its cash flows for each of the three fiscal years in the period ended April 26, 2014, 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 26, 2014, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (1992 framework) and our report dated June 25, 2014 expressed an
unqualified opinion thereon.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 25, 2014
52
PATTERSON COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance for doubtful accounts of $9,873 and $5,808 at
April 26, 2014 and April 27, 2013, respectively . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term receivables, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Identifiable intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 26,
2014
April 27,
2013
$ 264,908
40,775
$ 505,228
—
607,580
436,463
65,991
1,415,717
204,939
90,535
844,433
223,150
85,903
448,158
360,563
47,387
1,361,336
192,020
85,427
823,740
196,656
22,599
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,864,677
$2,681,778
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 342,056
66,567
134,840
$ 249,795
70,687
128,037
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
543,463
725,000
94,004
30,546
448,519
725,000
93,329
20,475
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,393,013
1,287,323
Stockholders’ equity:
Common Stock, $.01 par value: Authorized shares – 600,000 Issued and
outstanding shares – 103,965 and 105,570 at April 26, 2014, and April 27,
2013, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned ESOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,040
—
25,370
1,531,198
(85,944)
1,056
—
25,165
1,463,358
(95,124)
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,471,664
1,394,455
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,864,677
$2,681,778
See accompanying notes
53
PATTERSON COMPANIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
AND OTHER COMPREHENSIVE INCOME
(In thousands, except per share amounts)
Net sales
Cost of sales
Gross profit
Operating expenses
Operating income
Other income and expense:
Other income, net
Interest expense
Income before taxes
Income taxes
Net income
Earnings per share:
Basic
Diluted
Shares:
Basic
Diluted
Twelve Months Ended
April 26,
2014
April 27,
2013
April 28,
2012
$4,063,715
2,865,437
$3,637,212
2,446,443
$3,535,661
2,373,147
1,198,278
852,522
1,190,769
836,314
1,162,514
804,505
345,756
354,455
358,009
2,869
(35,713)
312,912
112,300
3,059
(36,397)
321,117
110,845
2,146
(30,343)
329,812
116,997
$ 200,612
$ 210,272
$ 212,815
$
$
1.99
1.97
$
$
2.04
2.03
$
$
1.93
1.92
100,727
103,030
110,121
101,643
103,807
110,846
Dividends declared per common share
$
0.68
$
0.58
$
0.50
Comprehensive income
Net income
Foreign currency translation (loss) gain
Cash flow hedge
Comprehensive income
$ 200,612
6,059
(5,854)
$ 210,272
(7,132)
(158)
$ 212,815
(9,372)
(123)
$ 200,817
$ 202,982
$ 203,320
See accompanying notes
54
PATTERSON COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands)
Common Stock
Number
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
(Loss) Income
Retained
Earnings
Unearned
ESOP
Shares
Total
Balance at April 30, 2011
Foreign currency translation
Cash flow hedge
Net income
Dividends declared
Common stock issued and related tax
benefits
Repurchase of common stock
Stock-based compensation
ESOP activity
Balance at April 28, 2012
Foreign currency translation
Cash flow hedge
Net income
Dividends declared
Common stock issued and related tax
benefits
Repurchase of common stock
Stock-based compensation
ESOP activity
121,099,850 $1,211
—
—
—
—
—
—
—
—
$ —
—
—
—
—
778,856
(11,954,257)
—
—
109,924,449
—
—
—
—
8
(120)
—
—
1,099
—
—
—
—
14,552
(27,167)
12,615
—
—
—
—
—
—
869,580
(5,224,017)
—
—
9
(52)
—
—
21,316
(35,941)
14,625
—
Balance at April 27, 2013
Foreign currency translation
Cash flow hedge
Net income
Dividends declared
Common stock issued and related tax
105,570,012
—
—
—
—
1,056
—
—
—
—
—
—
—
—
—
$41,950
(9,372)
(123)
—
—
—
—
—
—
32,455
(7,132)
(158)
—
—
—
—
—
—
25,165
6,059
(5,854)
—
—
—
—
$1,632,497 $(115,118) $1,560,540
(9,372)
(123)
212,815
(55,319)
212,815
(55,319)
—
—
—
—
—
(333,760)
—
—
14,560
—
— (361,047)
12,615
—
533
533
1,456,233
—
—
210,272
(57,384)
(114,585) 1,375,202
(7,132)
(158)
210,272
(57,384)
—
—
—
—
—
(145,763)
—
—
1,463,358
—
—
200,612
(72,413)
—
21,325
— (181,756)
14,625
—
19,461
19,461
(95,124) 1,394,455
6,059
(5,854)
200,612
(72,413)
—
—
—
—
benefits
Repurchase of common stock
Stock-based compensation
ESOP activity
748,874
(2,354,000)
—
—
7
(23)
—
—
27,461
(36,104)
8,643
—
—
—
—
—
—
(60,359)
—
—
—
—
—
9,180
27,468
(96,486)
8,643
9,180
Balance at April 26, 2014
103,964,886 $1,040
$ —
$25,370
$1,531,198 $ (85,944) $1,471,664
See accompanying notes
55
PATTERSON COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Amortization
Bad debt expense
Non-cash employee compensation
Excess tax benefits from stock-based compensation
Non-cash charges related to medical divestitures
Deferred income taxes
Change in assets and liabilities net of acquired:
Decrease (increase) in receivables
Decrease (increase) in inventory
(Decrease) increase in accounts payable
(Decrease) increase in accrued liabilities
Decrease (increase) in long-term receivables
Other changes from operating activities, net
Fiscal Year Ended
April 26,
2014
April 27,
2013
April 28,
2012
$ 200,612 $ 210,272 $ 212,815
27,113
22,873
3,220
20,018
(1,290)
13,842
7,765
(50,756)
(36,019)
12,345
14,125
(5,108)
(32,904)
25,720
20,282
1,119
35,202
(2,487)
—
7,049
17,226
(39,096)
41,347
(21,767)
27
4,301
25,254
16,955
2,445
13,371
(1,371)
—
89
468
16,859
(6,847)
37,948
(1,766)
4,938
Net cash provided by operating activities
195,836
299,195
321,158
Investing activities:
Additions to property and equipment, net of acquisitions
Acquisitions and equity investments, net of cash
Proceeds from sale
Purchase of investment
Other investing activities
Net cash used in investing activities
Financing activities:
Dividends paid
Repurchases of common stock
ESOP activity
Common stock issued, net
Retirement of long term debt
Debt issuance cost
Payment to revolver
Draw on revolver
Proceeds from issuance of long-term debt
Excess tax benefits from stock-based compensation
Net cash used in financing activities
Effect of exchange rate changes on cash
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosures:
Income taxes paid
Interest paid
Repurchases of common stock with liability due to broker
See accompanying note
56
(40,387)
(145,815)
6,546
(99,672)
(4,436)
(21,983)
(14,650)
—
—
6,595
(29,650)
(22,620)
—
—
—
(283,764)
(30,038)
(52,270)
(85,657)
(96,486)
435
20,217
(43,767)
(179,525)
1,576
13,131
— (125,000)
—
(135,000)
135,000
—
1,290
—
—
—
—
2,487
(54,741)
(362,379)
931
13,621
—
(1,862)
(20,000)
20,000
325,000
1,371
(160,201)
7,809
(331,098)
(6,612)
(78,059)
(5,713)
(240,320)
505,228
(68,553)
573,781
185,116
388,665
$ 264,908 $ 505,228 $ 573,781
$ 108,374 $ 124,146 $ 81,959
24,868
475
34,933
—
35,965
2,707
PATTERSON COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 26, 2014
(Dollars in thousands, except share and per share amounts)
1. Summary of Significant Accounting Policies
Description of Business
Patterson Companies, Inc., (referred to herein as “Patterson” or in the first person notations “we,” “our,” and
“us”) is a value-added distributor serving the North American dental supply, U.S. and U.K. veterinarian supply
and the worldwide rehabilitation and assistive products supply market. Patterson Companies has three reportable
segments: dental supply, veterinary supply and rehabilitation supply.
Basis of Presentation
The consolidated financial statements include the accounts of our wholly owned subsidiaries. Intercompany
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
We utilize a fifty-two, fifty-three week fiscal year ending on the last Saturday in April. Accordingly, fiscal
years 2014, 2013 and 2012 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 and 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 75% and 83% of total inventories at April 26, 2014 and April 27, 2013, respectively.
The accumulated LIFO reserve was $74,607 at April 26, 2014 and $70,415 at April 27, 2013. We believe
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. Depreciation is calculated on the straight-line method over
estimated useful lives of up to 39 years for buildings or the expected remaining life of purchased buildings, the
57
term of the lease for leasehold improvements, 3 years for laptops, 5 years for data processing equipment, and 5 to
10 years for office furniture and equipment.
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill represents the excess of cost over the fair value of identifiable net assets of businesses acquired.
We have three reporting units as of April 26, 2014, which are the same as our reportable segments. Other
indefinite-lived intangible assets include copyrights, trade names and trademarks.
We evaluate goodwill at least annually using a qualitative assessment to determine whether it is more likely
than not that the fair value of any reporting unit is less than its carrying amount. If we determine that the fair
value of the reporting unit may be less than its carrying amount, we evaluate goodwill using a two-step
impairment test. Otherwise, we conclude that no impairment is indicated and we do not perform the two-step
impairment test.
The first step of the goodwill impairment test compares the book value of a reporting unit, including
goodwill, with its fair value, as determined primarily 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. Patterson conducts impairment testing based on current business
strategy in light of present industry and economic conditions, as well as future expectations. Additionally, in
assessing goodwill for impairment, the reasonableness of the implied control premium is considered based on
market capitalizations and recent market transactions.
Other indefinite-lived intangible assets are assessed 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 2014, management completed its annual goodwill and other indefinite-lived
intangible asset impairment tests and determined there was no impairment. Although we believe 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 financial results, including
an impairment charge that could be material.
The medical reporting unit was evaluated using a quantitative assessment for impairment testing. This
reporting unit has a higher level of sensitivity to impairment as management currently assesses the various
estimates and assumptions used to conduct these tests. A significant reduction in these assumptions from further
softening in medical utilizations in the U.S. or more severe austerity measures in the United Kingdom could
cause us to recognize a material impairment charge on this reporting unit. At April 26, 2014, the estimated fair
value of this reporting unit exceeded its book value by approximately 6%.
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. Our 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. No impairment was recognized in the periods presented.
58
Financial Instruments
We account for derivative financial instruments under the provisions of Accounting Standard Codification
Topic 815, “Derivatives and Hedging.” Our use of derivative financial instruments is generally limited to
managing well-defined interest rate risks. Patterson 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 or determinable, 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. In addition to revenues generated from the distribution of
consumable products under conventional arrangements (buy/sell agreements) where the full market value of the
product is recorded as revenue, the veterinary segment may earn a small amount of commission income for
services provided under agency agreements with certain pharmaceutical manufacturers. The services generally
consist of detailing the product and taking the customer’s order. The agency agreement contrasts to a buy/sell
agreement in that the veterinary segment does not purchase and handle the product or bill and collect from the
customer in an agency relationship with a vendor.
Consumable product sales are recorded upon delivery, except in those circumstances where terms of the sale
are FOB shipping point. Commissions under agency agreements are recorded when the services are provided.
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. Patterson provides financing for select
equipment and software sales. Revenue is recorded at the present value of the finance contract, with discount, if
any, and interest income recognized over the life of the finance contract as “other income”. See Note 6 to the
Consolidated Financial Statements, for more information regarding customer financing.
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 are reported net of the related allowances
discussed above. Patterson 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
we determine the amounts to be uncollectible, typically upon customer bankruptcy or non-response to continuous
collection efforts. The portions of receivable amounts that are not expected to be collected during the next twelve
months are classified as long-term.
Patterson has a relatively large, dispersed customer base and no single customer accounts for more than 2%
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
The Dental segment 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
59
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 26, 2014, we believe we have sufficient experience
with the program to reasonably estimate the amount of Patterson Advantage dollars that will not be redeemed
and thus have recorded a liability for 87% of the maximum potential amount that could be redeemed. We use the
redemption recognition method and we recognize the estimated value of unused Advantage dollars as a
percentage of Patterson Advantage dollars earned. Breakage recognized was immaterial to all periods presented.
Freight and Delivery Charges
Freight and delivery charges are included in “cost of sales”.
Advertising
We expense 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 $18,263, $19,721 and $18,811 for fiscal years 2014, 2013, and 2012, respectively. Deferred direct-
marketing expenses included in prepaid and other current assets on the consolidated balance sheet as of April 26,
2014, and April 27, 2013 were $2,031 and $1,845, respectively.
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 our defined contribution ESOP is computed based on the shares allocated
method.
Self-insurance
Patterson is self-insured for certain losses related to general liability, product liability, automobile, workers’
compensation and medical claims. We estimate our liabilities based upon an analysis of historical data and
actuarial estimates. While current estimates are believed reasonable based on information currently available,
actual results could differ and affect 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
We recognize 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. Significant items included in comprehensive income are foreign currency translation
60
adjustments and the effective portion of cash flow hedges. 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
2014
2013
2012
(in thousands)
Denominator:
Denominator for basic earnings per share – weighted average shares . . . . . . . . 100,727
Effect of dilutive securities – stock options, restricted stock and stock
103,030
110,121
purchase plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
916
777
725
Denominator for diluted earnings per share – adjusted weighted average shares . . . 101,643
103,807
110,846
Options to purchase 39, 362 and 520 shares of common stock during fiscal years 2014, 2013 and 2012,
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 2014, 2013 and 2012 were 0, 0 and 140, respectively, because the effect
would have been anti-dilutive.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09 supersedes the revenue
recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a
way that depicts the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09
is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that
reporting period and is to be applied retrospectively, with early application not permitted. We are evaluating the
new standard, but do not, at this time, anticipate a material impact to the financial statements once implemented.
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-02, Reporting
of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Under this standard, entities will be
required to disclose additional information with respect to changes in accumulated other comprehensive income
(AOCI) balances by component and significant items reclassified out of AOCI. Expanded disclosures for
presentation of changes in AOCI involve disaggregating the total change of each component of other
comprehensive income as well as presenting separately for each such component the portion of the change in
AOCI related to (1) amounts reclassified into income and (2) current-period other comprehensive income.
Additionally, for amounts reclassified into income, disclosure in one location would be required, based upon
each specific AOCI component, of the amounts impacting individual income statement line items. Disclosure of
the income statement line item impacts will be required only for components of AOCI reclassified into income in
their entirety. The disclosures required with respect to income statement line item impacts would be made in
61
either the notes to the consolidated financial statements or parenthetically on the face of the financial statements.
For Patterson, this ASU was effective beginning January 27, 2013. Because this standard only impacts
presentation and disclosure requirements, its adoption did not have a material impact on our consolidated results
of operations or financial condition.
In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment.
Under this standard, entities testing long-lived intangible assets for impairment now have an option of
performing a qualitative assessment to determine whether further impairment testing is necessary. If an entity
determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-
likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no
further impairment testing is required. For Patterson, this ASU was effective beginning April 28, 2013. The
adoption of this standard did not have a material impact on Patterson’s consolidated results of operations or
financial condition.
2. Cash and ash quivalents
C
E
At April 26, 2014 and April 27, 2013, cash and cash equivalents consisted of the following:
Cash on hand
Money market funds
Total
Cash on hand is generally in interest earning accounts.
3. Goodwill and Other Intangible Assets
April 26,
2014
April 27,
2013
$213,397
51,511
$222,609
282,619
$264,908
$505,228
The changes in the carrying value of goodwill for each of our reportable segments for the fiscal year ended
April 26, 2014 are as follows:
Dental supply
Rehabilitation supply
Veterinary supply
Total
Balance at
April 27, 2013
Acquisition
Activity
Other
Activity
Balance at
April 26, 2014
$137,867
549,020
136,853
$
649
—
23,374
$(1,053)
(4,013)
1,736
$137,463
545,007
161,963
$823,740
$24,023
$(3,330)
$844,433
The increase in the acquisition activity column during the twelve-month period ended April 26, 2014
primarily reflects the purchase price allocation for the Dental segment acquisition of Mercer Mastery and the
Veterinary segment acquisition of National Veterinary Supply, which were acquired in fiscal 2014. The other
activity column is comprised primarily of earn-out payments made related to acquisitions completed prior to the
adoption of the guidance in ASC 805, foreign currency translation, and allocations of amounts of goodwill to
assets that were sold.
Other intangible assets acquired in the acquisitions in fiscal 2014 had a fair value of approximately $45.8
and a weighted average useful life of 10 years.
62
Balances of other intangible assets excluding goodwill are as follows:
Unamortized – indefinite lived:
Copyrights, trade names and trademarks
Amortized:
Distribution agreement, customer lists and other
Less: Accumulated amortization
Net amortized intangible assets
Total identifiable intangible assets, net
April 26,
2014
April 27,
2013
$ 76,464
$ 76,464
286,365
(139,67)
235,781
(115,589)
146,686
120,192
$223,150
$ 196,656
In 2006, we extended our exclusive North American distribution agreement with Sirona Dental Systems
GmbH (“Sirona”) for Sirona’s CEREC dental restorative system. We paid a $100,000 distribution fee to extend
the agreement for a 10-year period that began in October 2007, which 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 dental restorative systems. Amortization
expense in any year may differ significantly from other years. In early fiscal 2013, we expanded our exclusive
distribution relationship with Sirona to add SIRONA imaging products to our exclusive offerings, as well as add
mechanisms to adjust the exclusivity term depending on performance. No additional monies were exchanged as
part of this expanded relationship. This is not a “take-or-pay” contract.
With respect to the amortized intangible assets, future amortization expense is expected to approximate
$25,315, $26,275 $28,231, $13,391 and $4,128 for fiscal years 2015, 2016, 2017, 2018 and 2019, 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 dental restorative systems, changes in foreign currency exchange rates, impairment of intangible assets,
accelerated amortization of intangible assets and other events.
4. Acquisitions and Equity Investments
We completed acquisitions during fiscal years 2014, 2013 and 2012. The operating results of each of these
acquisitions are included in our 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,
with the exception of NVS presented below, as the effects of these business acquisitions were not material either
individually or in the aggregate. A listing of acquisitions completed during the periods covered by these financial
statements is presented below. We acquired 100% of all companies listed below:
Entity
Fiscal 2014:
Mercer Mastery
National Veterinary Supply
Fiscal 2013:
Iowa Dental Supply
Universal Vaporizer Support
Fiscal 2012:
American Veterinarian Supply Corp.
Surgical Synergies Pty Ltd.
Orthoplast
Segment
Dental supply
Veterinary supply
Dental supply
Veterinary supply
Veterinary supply
Rehabilitation supply
Rehabilitation supply
63
On August 16, 2013, Patterson Companies, Inc. completed the acquisition of all the outstanding stock of
National Veterinary Services Limited (“NVS”) from Dechra Pharmaceuticals, PLC. NVS is the largest veterinary
products distributor in the United Kingdom.
The acquisition was accounted for as a business combination using the acquisition method. We have
estimated the acquisition date fair values of the assets acquired and liabilities assumed, using independent
appraisals, other analyses and have determined final working capital adjustments. Therefore, an allocation of the
purchase price to the acquired assets, liabilities, and goodwill is presented in the table below.
At August 16, 2013 (in thousands)
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$113,037
45,785
1,187
2,622
23,374
45,337
(79,916)
(8,733)
Purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$142,693
Goodwill is calculated as the excess of the purchase price over the fair value of the net assets
recognized. The goodwill recorded as part of the acquisition primarily reflects the value of the assembled
workforce, cost synergies, and the potential to integrate and expand existing product lines. The goodwill and
intangible assets have been allocated to the Veterinary reporting segment.
We recognized $675 of transaction costs related to the NVS acquisition through fiscal year 2014, and the
charges were reported in operating expense in the Condensed Consolidated Statement of Income.
Operating results for this acquisition have been included in our Condensed Consolidated Statements of
Income and Other Comprehensive Income from the date of acquisition (i.e. beginning in the second quarter) and
are reflected in the Veterinary reporting segment. The acquisition contributed net sales of $419,340 to the
segment during fiscal year 2014. Pro forma results are not presented, as the acquisition is not considered material
to our Company.
5. Property and Equipment
Property and equipment consisted of the following items:
Land
Buildings
Leasehold improvements
Furniture and equipment
Data processing equipment
Construction-in-progress
Accumulated depreciation
Property and equipment, net
64
April 26,
2014
April 27,
2013
$ 14,925
129,360
18,295
152,899
109,580
18,110
$ 14,811
127,364
16,751
139,261
98,117
5,594
443,169
(238,230)
401,898
(209,878)
$ 204,939
$ 192,020
6. Customer Financing
As a convenience to our customers, we offer several different financing alternatives including both our
Company-sponsored program and a third party program. For the third party program, we act as a facilitator
between the customer and the third party financing entity with no on-going involvement in the financing
transaction. Under our sponsored program, equipment purchased by customers with strong credit may be
financed up to a maximum of $500 for any one customer. We generally sell the customers’ financing contracts to
outside financial institutions in the normal course of our business. Patterson currently has two arrangements
under which we sell these contracts.
Patterson operates under an agreement to sell a portion of our equipment finance contracts to commercial
paper conduits with The Bank of Tokyo-Mitsubishi UFJ, Ltd. serving as the agent. We utilize a special purpose
entity (“SPE”), PDC Funding, a consolidated, wholly owned subsidiary to fulfill a requirement of participating in
the commercial paper conduit. We receive the proceeds of the contracts upon sale. At least 9% of the proceeds
are held by the conduit as security against eventual performance of the portfolio. The amount held by the conduit
can be greater than 9% and is based upon certain ratios defined in the agreement. The capacity under the
agreement at April 26, 2014 was $500,000.
Patterson also maintains an agreement with Fifth Third Bank whereby the bank purchases customers’
financing contracts. Patterson has established another SPE, PDC Funding II, as a consolidated, wholly owned
subsidiary, which sells financing contracts to the bank. We receive the proceeds of the contracts upon sale. At
least 10% of the proceeds are held by the conduit as security against eventual performance of the portfolio. The
amount held by the conduit can be greater than 10% and is based upon certain ratios defined in the agreement.
The capacity under the agreement at April 26, 2014 was $100,000.
The portion of the purchase price for the receivables held by the conduits is a deferred purchase price
receivable, which is paid to the SPE as payments on the receivables are collected from customers. The deferred
purchase price receivable represents a beneficial interest in the transferred financial assets and is recognized at
fair value as part of the sale transaction. The Company values the deferred purchase price receivable based on a
discounted cash flow analysis using unobservable inputs (i.e. level 3 inputs), which include a forward yield
curve, the estimated timing of payments and the credit quality of the underlying creditor. Significant increases in
any of the significant unobservable inputs in isolation would not result in a materially lower fair value estimate.
The interrelationship between these inputs is insignificant.
These financing arrangements are accounted for as a sale of assets under the provisions of ASC Topic
No. 860, Transfers and Servicing. During fiscal 2014, 2013 and 2012, we sold approximately $282,698,
$283,175 and $287,627, respectively, of contracts under these arrangements. Patterson retains servicing
responsibilities under both agreements, for which we are paid a servicing fee. The servicing fees received by
Patterson are considered adequate compensation for services rendered. Accordingly, no servicing asset or
liability has been recorded. The agreements require us to maintain a minimum current ratio and maximum
leverage ratio. Patterson was in compliance with the covenants at April 26, 2014.
Included in cash and cash equivalents in the consolidated balance sheets are approximately $28,152 and
$34,260 as of April 26, 2014 and April 27, 2013, respectively, which represents cash collected from previously
sold customer financing arrangements that have not yet been settled with the third party. Included in current
receivables in the consolidated balance sheets are approximately $63,236, net of unearned income of $5,894, and
$64,272, net of unearned income of $1,586, as of April 26, 2014 and April 27, 2013, respectively, of finance
contracts not yet sold by Patterson. A total of $496,906 of finance contracts receivable sold under the agreements
was outstanding at April 26, 2014. The deferred purchase price under the arrangements was approximately
$84,750 and $72,328 as of April 26, 2014 and April 27, 2013, respectively. Since the internal financing program
began in 1994, bad debt write-offs have amounted to less than one-percent of the loans originated.
65
7. Long-Term Debt
Expected future minimum principal payments under our debt obligations are as follows: $250,000 in fiscal
2015 (which we have both the intent and ability to refinance at that time, therefore we have classified this
balance as long term debt on the balance sheet as of April 26, 2014), $150,000 in fiscal 2018, $60,000 in fiscal
2019 and $265,000 in years thereafter.
In March 2008, Patterson issued fixed-rate senior notes with an aggregate principal amount of $450,000,
consisting of (i) $50,000 4.63% senior notes, paid in fiscal 2013; (ii) $250,000 5.17% senior notes, due fiscal
2015; and (iii) $150,000 5.75% senior notes, due fiscal 2018.
Also in March 2008, we entered into a term loan agreement with a group of banks in the principal amount of
$75,000, which was paid in fiscal 2013. The term loan required interest at a floating rate based on LIBOR plus a
spread that ranged from 0.50% to 1.25% based on our leverage ratio, as defined in the agreement.
In December 2011, we issued fixed-rate senior notes with an aggregate principal amount of $325,000,
consisting of (i) $60,000 2.95% senior notes, due fiscal 2019; (ii) $165,000 3.59% senior notes, due fiscal 2022;
and (iii) $100,000 3.74% senior notes, due fiscal 2024.
A portion of the proceeds from the issuance of debt in December 2011 was used to repurchase shares of our
common stock and to repay borrowings under our revolving line of credit. The remaining proceeds are intended
to be used for general corporate purposes. Debt issuance costs associated with the issuance of debt in March 2008
of $1,800 and in December 2011 of $1,800 are being amortized to interest expense over the life of the related
debt.
In addition, in March 2008 we entered into two forward starting interest rate swap agreements, each with
notional amounts of $100,000 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, Patterson settled the forward starting interest rate swap
agreements and recorded a $1,000 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 2014, 2013 and 2012 was $200. The amount expected to be reclassified into earnings during
fiscal 2015 is also expected to be $200.
Patterson has available a $300,000 revolving credit facility through December 2016. Interest on borrowings
is based on LIBOR plus a spread which can range from 1.125% to 1.875%. 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 26, 2014 or April 27, 2013.
The debt agreements contain various financial covenants including certain leverage and interest coverage
ratios as defined in the agreements. Patterson met the financial and nonfinancial covenants under the debt
agreements as of April 26, 2014.
Patterson’s debt consists of the following:
5.17% senior notes due fiscal 2015
5.75% senior notes due fiscal 2018
2.95% senior notes due fiscal 2019
3.59% senior notes due fiscal 2022
3.74% senior notes due fiscal 2024
Total debt
Less: current debt obligations
Long-term debt
66
April 26, 2014
April 27, 2013
$250,000
150,000
60,000
165,000
100,000
725,000
—
$725,000
$250,000
150,000
60,000
165,000
100,000
725,000
—
$725,000
8. Derivative Financial Instruments
Patterson is a party to certain offsetting and identical interest rate cap agreements. These 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. On December 5, 2013, this agreement was amended on terms consistent with the expiring agreement.
The cap agreements provide a credit enhancement feature for the financing contracts sold by PDC Funding to the
commercial paper conduit.
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 26, 2014, PDC Funding had purchased an interest rate cap from a bank with a notional amount of $500,000
and a maturity date of February 2022. Patterson Companies, Inc. sold an identical interest rate cap to the same
bank.
Similar to the above agreements, PDC Funding II, and Patterson Companies, Inc. entered into offsetting and
identical interest rate cap agreements with a notional amount of $75,000 in fiscal 2013. In August 2013, these
agreements were terminated and replaced with offsetting and identical interest rate cap agreements. The notional
amount increased to $100,000 and the new maturity date is January 2021.
In addition to the identical purchased and sold interest rate cap agreements described above, in May 2012
we entered into an interest rate swap agreement with a bank to economically hedge the interest rate risk
associated with a portion of the finance contracts we had sold through the special purpose entities.
These interest rate contracts do not qualify for hedge accounting treatment and, accordingly, we record the
fair value of the agreements as an asset or liability and the change as income or expense during the period in
which the change occurs.
In January 2014 the Company entered into a forward interest rate swap agreement with a notional amount of
$250,000 and accounted for as cash flow hedge, to hedge interest rate fluctuations in anticipation of refinancing
the 5.17% senior notes due March 25, 2015 with a long term loan for $250,000 and a term of ten years.
The following presents the fair value of interest rate contracts included in the consolidated balance sheets:
Derivative type
Interest rate contracts
Interest rate swap
Assets
Liabilities
Classification
Other noncurrent
assets
Other noncurrent
assets
Fair Value
April 26,
2014
April 27,
2013
Classification
$1,716
$ 486 Other noncurrent
liabilities
Fair Value
April 26,
2014
April 27,
2013
$1,720
$ 509
$ — $ — Other noncurrent
$5,660
$ —
liabilities
The following presents the effect of interest rate contracts on the consolidated statements of income and
other comprehensive income:
Derivative type
Interest rate contracts
Interest rate swap
Classification of gain (loss)
recognized on derivative
Gain (loss)
recognized on derivative
Fiscal Year
2014
2013
2012
Other income (expense), net
Other comprehensive Income
$
4
($5,660)
$ 78
$—
$
2
$—
67
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.
Our hierarchy for assets and liabilities measured at fair value on a recurring basis as of April 26, 2014 is as
follows:
Assets:
Cash equivalents
Derivative instruments
Total assets
Liabilities:
Quoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$51,511
1,716
$51,511
—
$53,227
$51,511
$ —
1,716
$1,716
$..—
..—
$..—
Derivative instruments
$ 7,380
$ —
$7,380
..
$ —
Our hierarchy for assets and liabilities measured at fair value on a recurring basis as of April 27, 2013 is as
follows:
Quoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets:
Cash equivalents
Derivative instruments
Total assets
Liabilities:
$282,619
486
$
$282,619
—
$283,105
$282,619
—
$486
$486
Derivative instruments
$
509
—
$509
..—
..—
..—
..—
Cash equivalents – We value cash equivalents at their current market rates. The carrying value of cash
equivalents approximates fair value and maturities are less than three months.
Derivative instruments – Patterson’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 2014, 2013 and 2012.
68
Patterson’s debt is not measured at fair value in the consolidated balance sheets. The estimated fair value of
our debt as of April 26, 2014 and April 27, 2013 was $742,619 and $774,606, respectively. The fair value of debt
was measured using a discounted cash flow analysis based on expected market based yields. These are
considered to be Level 2 inputs under the fair value measurements and disclosure guidance.
The carrying amounts of receivables, net of allowances, accounts payable, and certain accrued and other
current liabilities approximated fair value at April 26, 2014 and April 27, 2013.
10. Securities
On October 25th, 2013 we invested in three time deposits with total principal of $110,000 Canadian dollars.
Our time deposit securities are classified as “held-to-maturity” securities as we have both the intent and ability to
hold until maturity. They are carried at cost, adjusted for accrued interest and amortization. The current value is
not materially different than fair value. The fair value was determined based on a discounted cash flow analysis
using unobservable inputs (i.e. level 3 inputs), which include a forward yield curve, the estimated timing of
payments and the credit quality of the underlying creditor. Significant changes in any of the significant
unobservable inputs in isolation would not result in a materially lower fair value estimate. The interrelationship
between these inputs is insignificant. The U.S. dollar equivalents at April 26, 2014, include $40,775, which is
classified as a current asset and will mature within one year, and $58,897, which is classified as a noncurrent
asset and will mature within two years.
11. Lease Commitments
Patterson 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 26, 2014:
2015
2016
2017
2018
2019
Thereafter
Total minimum payments required
$18,981
15,875
13,429
10,557
7,728
10,961
$77,531
Rent expense was $21,290, $22,016 and $20,819 for the years ended April 26, 2014, April 27, 2013 and
April 28, 2012, respectively.
69
12. Income Taxes
Significant components of the provision for income taxes are as follows:
Current:
Federal
Foreign
State
Total current
Deferred:
Federal
Foreign
State
Total deferred
Provision for income taxes
Fiscal Year
2014
2013
2012
$ 84,353
9,667
10,515
$ 80,290
13,471
10,035
$ 89,612
16,726
10,570
104,535
103,796
116,908
7,501
(240)
504
7,765
6,667
(963)
1,345
7,049
872
(895)
112
89
$112,300
$110,845
$116,997
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 Patterson’s deferred tax assets (liabilities) as
of April 26, 2014 and April 27, 2013 are as follows:
Deferred current income tax asset (liability):
Capital accumulation plan
Inventory related items
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
Deferred net long-term income tax liability
Net deferred income tax liability
2014
2013
$ 5,893
5,512
1,518
(16,279)
13,447
$ 5,540
8,170
2,092
(15,901)
17,075
10,091
16,976
(26,590)
(69,613)
(4,744)
8,130
6,848
(4,276)
(90,245)
(3,759)
(27,934)
(62,911)
(5,390)
9,603
8,070
(10,290)
(88,852)
(4,477)
(94,004)
(93,329)
$(83,913)
$(76,353)
At April 26, 2014, we had foreign net operating loss carryforwards (“NOLs”) of $29,776, the majority of
which are attributable to companies outside the U.S. that were acquired in prior years. A valuation allowance has
been recorded for a portion of the $6,848 of deferred tax asset resulting from these NOLs because we believe that
it is more likely than not that the losses will not be fully utilized due to uncertainties relating to future taxable
income from the acquired companies.
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
70
undistributed earnings that would be subject to federal income tax if remitted under existing law are
approximately $254,540 as of April 26, 2014. Determination of the unrecognized deferred tax liability related to
these earnings is not practicable because of the complexities with its hypothetical calculation. If a future
distribution of these earnings is made, 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
2014
2013
2012
Tax at U.S. statutory rate . . . . . . . . . . . . . . . . . . . . . . .
State tax provision, net of federal benefit
. . . . . . . . . .
Effect of foreign taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$109,519
7,768
461
(4,843)
(605)
$112,391
8,322
(4,603)
(3,439)
(1,826)
$115,434
7,277
(3,944)
(702)
(1,068)
$112,300
$110,845
$116,997
We have accounted for the uncertainty in income taxes recognized in the financial statements in accordance
with ASC Topic 740, “Income Taxes”. This standard clarifies the separate identification and reporting of
estimated amounts that could be assessed upon audit. The potential assessments are considered unrecognized tax
benefits, because, if it is ultimately determined they are unnecessary, the reversal of these previously recorded
amounts will result in a beneficial impact to our financial statements.
As of April 26, 2014 and April 27, 2013, Patterson’s gross unrecognized tax benefits were $19,687 and
$19,155, respectively. If determined to be unnecessary, these amounts (net of deferred tax assets of $5,003 and
$4,735, 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 26,
2014 and April 27, 2013 are shown below:
Balances 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2013
$19,155
2,801
1,372
(893)
(2,655)
(93)
$18,099
2,568
1,638
(1,135)
(1,907)
(108)
Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$19,687
$19,155
We also recognize both interest and penalties with respect to unrecognized tax benefits as a component of
income tax expense. As of April 26, 2014 and April 27, 2013, we had recorded $2,124 and $2,358, 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
our effective tax rate. During the year ended April 26, 2014, we recorded as part of tax expense $542 related to
our estimated liability for interest and penalties.
Patterson files income tax returns, including returns for our subsidiaries, with federal, state, local and
foreign jurisdictions. The Internal Revenue Service (“IRS”) has either examined or waived examination for all
periods up to and including our fiscal year ended April 24, 2010. Periodically, state, local and foreign income tax
71
returns are examined by various taxing authorities. We do not believe that the outcome of these various
examinations would have a material adverse impact on our financial statements.
13. Segment and Geographic Data
Patterson Companies, Inc. is comprised of three reportable segments: dental supply, veterinary supply, and
rehabilitation supply. Our 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 is a leading distributor of veterinary supplies, primarily to companion-pet(dogs, cats and other common
household pets) and equine veterinary clinics. They also provide products and services used for the diagnosis,
treatment and/or prevention of diseases in companion animals and equine throughout the United States and
United Kingdom. The worldwide 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.
We evaluate 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 information 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.
The following table presents information about Patterson’s reportable segments:
Net sales
Dental supply
Rehabilitation supply
Veterinary supply
Consolidated net sales
Operating income
Dental supply
Rehabilitation supply
Veterinary supply
2014
Fiscal Year
2013
2012
$2,382,096
478,574
1,203,045
$2,379,970
501,997
755,245
$2,287,875
513,340
734,446
$4,063,715
$3,637,212
$3,535,661
$ 249,138
46,763
49,855
$ 247,747
65,027
41,681
$ 246,755
72,442
38,812
Consolidated operating income
$ 345,756
$ 354,455
$ 358,009
Depreciation and amortization
Dental supply
Rehabilitation supply
Veterinary supply
$
35,209
7,540
7,237
$
34,953
7,683
3,366
$
31,375
7,472
3,362
Consolidated depreciation and amortization
$
49,986
$
46,002
$
42,209
Total assets
Dental supply
Rehabilitation supply
Veterinary supply
Consolidated total assets
$1,342,333
876,211
646,133
$1,442,667
881,323
357,788
$1,502,672
883,287
353,409
$2,864,677
$2,681,778
$2,739,368
72
The following table presents sales information by product for Patterson and its reportable segments:
Consolidated
Consumable and printed products
Equipment and software
Other
Total
Dental supply
Consumable and printed products
Equipment and software
Other
Total
Rehabilitation supply
Consumable and printed products
Equipment and software
Other
Total
Veterinary supply
Consumable and printed products
Equipment and software
Other
Total
2014
Fiscal Year
2013
2012
$2,776,765
973,814
313,136
$2,343,407
993,767
300,038
$2,312,309
930,601
292,751
$4,063,715
$3,637,212
$3,535,661
$1,289,652
828,858
263,586
$1,273,222
843,880
262,868
$1,263,515
768,633
255,727
$2,382,096
$2,379,970
$2,287,875
$ 352,181
100,936
25,457
$ 361,164
114,818
26,015
$ 363,004
123,649
26,687
$ 478,574
$ 501,997
$ 513,340
$1,134,932
44,020
24,093
$ 709,021
35,069
11,155
$ 685,790
38,319
10,337
$1,203,045
$ 755,245
$ 734,446
The following table presents information about Patterson 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.
Net sales
United States
International
Total
Income before tax
United States
International
Total
Long-lived assets
United States
International
Total
2014
Fiscal Year
2013
2012
$3,265,939
797,776
$3,211,979
425,233
$3,104,047
431,614
$4,063,715
$3,637,212
$3,535,661
$ 289,037
23,875
$ 273,037
48,080
$ 273,314
56,498
$ 312,912
$ 321,117
$ 329,812
$1,235,830
213,130
$1,176,815
143,627
$1,192,437
143,418
$1,448,960
$1,320,442
$1,335,855
73
14. Stockholders’ Equity
Dividends
The following table presents our declared and paid cash dividends per share on our common stock for the
past three years. The dividend declared in the fourth quarter of fiscal 2013 was paid early in the subsequent
quarter; all other dividends were declared and paid in the same period. Patterson expects to continue paying a
quarterly cash dividend into the foreseeable future.
Fiscal year
2014
2013
2012
Share Repurchases
Period
1
2
3
4
$0.16
$0.14
$0.12
$0.16
$0.14
$0.12
$0.16
$0.14
$0.12
$0.20
$0.16
$0.14
During fiscal 2014, we repurchased and retired 2,354,000 shares of our common stock for $96,486, or an
average of $40.99 per share. During fiscal 2013, we repurchased and retired 5,224,017 shares of our common
stock for $181,756, or an average of $34.79 per share. During fiscal 2012, Patterson repurchased and retired
11,954,257 shares of our common stock for $361,047, or an average of $30.20 per share.
In December 2007, Patterson’s Board of Directors expanded a share repurchase program to allow for the
purchase of up to 25 million shares of common stock in open market transactions. As of March 2011,
approximately 20.5 million shares had been repurchased under this authorization. At that time, the Board of
Directors cancelled and replaced the existing share repurchase program with a new authorization to repurchase an
additional 25 million share of common stock. This program was due to expire on March 15, 2016. On March 19,
2013, Patterson’s Board of Directors approved a new share repurchase plan that replaced the existing plan. Under
the current plan, up to 25 million shares may be repurchased in open market transactions through March 19,
2018. As of April 26, 2014, 22.0 million shares remain available under the current repurchase authorization.
Employee Stock Ownership Plan (ESOP)
During 1990, Patterson’s Board of Directors adopted a leveraged ESOP. In fiscal 1991, under the provisions
of the plan and related financing arrangements, Patterson 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 Board of Directors determines the contribution from the Company to the ESOP annually. The contribution is
used to retire a portion of the debt, which triggers a release of shares that are then allocated to the employee
participants. 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 were grandfathered from the accounting
provisions of ASC Topic 718-40, “Employer Stock Ownership Plans” (“ASC 718-40”) and therefore the
provisions of the former Accounting Practices for Certain Employee Stock Ownership Plans (“SOP 76-3”) apply.
Accordingly, the expense recognized when these shares were released and allocated to participants was based on
the original cost to acquire the shares. In fiscal 2011, the final payment on the 1990 note was made and all
remaining shares were released for allocation to participants. During fiscal 2011 shares secured by the 1990 note
with an aggregate cost of $1,635 were committed for release and allocated to ESOP participants.
In fiscal 2002, Patterson’s ESOP and an ESOP sponsored by the Thompson Dental Company (“Thompson”)
were used to facilitate the acquisition and merger of Thompson into Patterson. 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. 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 Patterson
74
is determined based on current fair value. The loan bears interest at current rates but principal did not begin to
amortize until fiscal 2012. Beginning in fiscal 2012 and through fiscal 2020, an annual payment of $200 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. Of the 665,978 shares issued in the
transaction, 97,810 were previously allocated to Thompson employees. The remaining 568,168 shares began to
be allocated in fiscal 2004 as interest was paid on the loan. During fiscal 2014, 2013 and 2012, shares secured by
the Thompson note with an aggregate fair value of $373, $363 and $298, respectively, were committed for
release and allocated to ESOP participants.
On September 11, 2006, we entered into a third loan agreement with the ESOP and loaned $105,000 (the
“2006 note”) for the sole purpose of enabling the ESOP to purchase shares of our 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 2014 and 2013, shares secured by the 2006 note with aggregate fair values
of $10,959 and $20,214, respectively, were committed for release and allocated to ESOP participants. In fiscal
2012, Patterson contributed $23,639 to the ESOP, which then purchased 844,325 shares for allocation to the
participants. No shares secured by the 2006 note were released prior to fiscal 2011.
At April 26, 2014, a total of 13,851,147 shares of common stock that have been allocated to participants
remained in the ESOP and had a fair market value of $566,650. Related to the shares from the Thompson
transaction, committed-to-be-released shares were 9,197 and suspense shares were 454,092. Finally, with respect
to the 2006 note, committed-to-be-released shares were 270,117 and suspense shares were 2,282,877.
We anticipate the allocation of the remaining suspense, or unearned, shares to occur over a period of
approximately 5 to 10 years. As of April 26, 2014, the fair value of all unearned shares held by the ESOP was
approximately $111,969. We 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 through to the ESOP participants. Dividends on unallocated shares
are used by the ESOP to make debt service payments on the notes due to Patterson.
15. Stock-based Compensation
The consolidated statements of income for fiscal years 2014, 2013 and 2012 include pre-tax stock-based
compensation expense of $8,686 ($5,896 after-tax), $14,625 ($9,452 after-tax), and $12,615 ($8,441 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 presents 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
2014, 2013 and 2012, these excess benefits totaled $1,290, $2,487, and $1,371, respectively.
As of April 26, 2014, the total compensation cost, before income taxes, related to non-vested awards yet to
be recognized was $29,400, and it is expected to be recognized over a weighted average period of approximately
5.1 years.
75
Description of General Methods and Assumptions Used to Estimate Fair Value
The following describes 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 – Patterson’s initial quarterly dividend occurred in the fourth quarter of fiscal 2010.
Accordingly, the expected dividend yield used had been 0% for awards issued prior to that time. For awards
issued since, Patterson has included an expected dividend yield based on estimates as of the grant date of awards.
Expected stock price volatility – We have considered historical volatility trends, implied future volatility
based on certain traded options and other factors.
Risk-free interest rate –We base 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 – We estimate 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, we adopted a Director Stock Option Plan. Options were granted at the fair market value of the
underlying stock on the date of grant, vested over one year, and were exercisable for a period of four years
commencing one year after the date of grant.
In September 2001, we 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, we 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, we 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, our 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 2010 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 2014, 2013 and 2012, expense recognized related to stock options was $768, $1,175,
and $1,553, respectively.
76
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 2014, 2013 and 2012:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life of options (years)
April 26,
2014
April 27,
2013
April 28,
2012
1.8%
30.0%
1.5%
7.1
1.6%
30.6%
1.4%
7.5
1.5%
33.0%
2.5%
7.4
Following is a summary of stock option activity for all plans during fiscal years 2014, 2013 and 2012 (share
amounts in thousands):
Balance as of April 30, 2011
Granted
Exercised
Canceled
Balance as of April 28, 2012
Granted
Exercised
Canceled
Balance as of April 27, 2013
Granted
Exercised
Canceled
Balance as of April 26, 2014
Vested or expected to vest as of April 26, 2014
Exercisable as of April 26, 2014
(a) Weighted-average exercise price
Total Outstanding
Number
of
Options
1,273
64
(232)
(119)
986
56
(290)
(31)
721
57
(345)
(44)
389
306
113
Intrinsic
Value
Exercise
Price (a)
$29.82
33.90
24.11
29.64
$31.45
34.10
22.49
33.79
$35.03
39.33
35.73
33.11
$35.29
$2,168
$35.89
$1,667
$40.75
$ 498
The weighted average fair values per share of options granted during fiscal years 2014, 2013 and 2012 were
$11.02, $10.15, and $11.47, respectively. The weighted average remaining contractual lives of options
outstanding and options exercisable as of April 26, 2014 were 4.3 and 2.5 years, respectively. We settle stock
option exercises with newly issued common shares.
Related to stock options exercised, the intrinsic value, cash received and tax benefits realized were $1,722,
$12,309 and $1,273, respectively, in fiscal 2014; $3,397, $6,518 and $641, respectively, in fiscal 2013; $1,731,
$5,604 and $442, respectively, in fiscal 2012.
Restricted Stock and Performance Unit Awards
In fiscal 2006, we 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 five, 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 provisions
beginning three years after the grant date, based on certain operating goals. Restricted stock awards are also
granted to non-employee directors on the date of each annual Board meeting. These awards vest over three years.
77
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, Patterson recognizes expense related to
performance unit awards over the requisite service period using the straight-line method based on the outcome
that is probable. For fiscal year 2013 and 2012, we no longer believe achievement is probable, therefore, no
expense has been recognized. During fiscal years 2014, 2013 and 2012, expense recognized related to restricted
stock and performance unit awards was $4,793, $10,255 and $7,962 , respectively. The total intrinsic value of
restricted stock awards that vested in fiscal 2014, 2013 and 2012 was $6,831, $6,923, and $4,559, respectively.
Patterson granted performance units in fiscal 2014 that can be earned at the end of fiscal 2016 subject to the
achievement of certain financial objectives.
The following tables summarize information concerning non-vested restricted stock awards and
performance unit awards for fiscal years 2014, 2013 and 2012:
Restricted Stock Awards
Weighted
Average
Grant-Date
Fair Value
$ 29.22
34.60
(25.45)
(29.25)
$ 30.92
34.10
(35.62)
(30.98)
$ 31.82
38.02
(38.76)
(31.91)
$ 33.02
Shares
1,111
272
(138)
(83)
1,162
314
(192)
(127)
1,157
283
(174)
(43)
1,223
Performance Unit Awards
Weighted
Average
Grant-Date
Fair Value
$ 35.41
(35.41)
$ 35.41
34.09
(34.09)
$ 34.09
38.05
(34.75)
$ 35.59
.
Shares
102
(6)
96
130
(21)
205
124
(2)
327
Outstanding at April 30, 2011
Granted
Vested
Forfeitures
Outstanding at April 28, 2012
Granted
Vested
Forfeitures
Outstanding at April 27, 2013
Granted
Vested
Forfeitures
Outstanding at April 26, 2014
Outstanding at April 30, 2011
Forfeitures and cancellations
Outstanding at April 28, 2012
Granted
Forfeitures and cancellations
Outstanding at April 27, 2013
Granted
Forfeitures and cancellations
Outstanding at April 26, 2014
78
Employee Stock Purchase Plan
In June 1992, our Company adopted an Employee Stock Purchase Plan (the “Stock Purchase Plan”). A total of
.
4,750,000 shares of common stock were reserved for issuance under the Stock Purchase Plan. In June 2012, our
Board of Directors approved to increase the number of shares available to 6,750,000. The Stock Purchase Plan,
which is intended to qualify under Section 423 of the Internal Revenue Code, is administered by the Board of
Directors 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, 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% 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. At April 26, 2014, there were 1,733,271 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 $1,838, $1,816 and $1,772 during fiscal
years 2014, 2013 and 2012, respectively. The following table summarizes the weighted-average assumptions
relating to the Stock Purchase Plan for fiscal years 2014, 2013 and 2012:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life of options (years)
Capital Accumulation Plan
2014
2013
2012
1.6% 1.6% 1.4%
31.0% 31.0% 31.3%
0.1% 0.2% 0.2%
0.5
0.5
0.5
In 1996, we 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 Patterson 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
Patterson 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 26, 2014, 2,128,497 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 $1,287, $1,379, and $1,327 during fiscal years 2014, 2013 and 2012, respectively. The following table
summarizes the weighted-average assumptions relating to the CAP Plan for fiscal years 2014, 2013 and 2012:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life of options (years)
2014
2013
2012
1.6% 1.6% 1.4%
31.0% 31.0% 31.3%
0.3% 0.3% 0.3%
1.0
1.0
1.0
79
16. Litigation
We are 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 we distribute. 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 Patterson may be jointly liable,
Patterson would have liability for the entire judgment.
We maintain product liability insurance coverage for any potential liability for claims arising out of
products sold by us. While we believe our insurance coverage is adequate, there can be no assurance that our
insurance coverage is sufficient or will be available to 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 adequate
protection. In addition, future claims brought against us could involve claims not covered by insurance or
indemnification agreements, and could have a material adverse effect on our business or financial condition.
As of April 26, 2014 and April 27, 2013, Patterson 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. We also disclose the nature of and range of loss for claims against us when losses
are reasonably possible and material.
17. 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. The
following table summarizes results for fiscal 2014 and 2013.
Net sales
Gross profit
Operating income
Net income
Earnings per share – basic
Earnings per share – diluted
Net sales
Gross profit
Operating income
Net income
Earnings per share – basic
Earnings per share – diluted
Quarter Ended
Apr. 26,
2014
Jan. 25,
2014
$1,102,077
315,868
92,601
55,671
0.56
0.55
$
$
$1,082,679
311,461
96,651
57,021
0.56
0.56
$
$
Oct. 27,
2013
$998,834
289,431
75,223
42,028
0.42
0.41
$
$
Quarter Ended
Apr. 27,
2013
Jan. 26,
2013
$ 964,933
324,177
104,456
63,562
0.63
0.62
$
$
$ 915,861
300,293
89,538
53,630
0.53
0.52
$
$
Oct. 27,
2012
$867,193
280,599
77,869
45,542
0.44
0.44
$
$
July 28,
2013
$880,125
281,518
81,281
45,892
0.45
0.45
$
$
July 28,
2012
$889,225
285,700
82,592
47,538
0.45
0.45
$
$
80
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. Our 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.
Patterson’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 Patterson;
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
Patterson are being made only in accordance with authorizations of management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our 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 26, 2014, using the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control — Integrated Framework. We excluded certain elements of
internal control over financial reporting pertaining to the activities of National Veterinary Services Limited
(NVS), which we acquired on August 16, 2013, as discussed in Note 4 of Notes to Consolidated Financial
Statements. NVS revenue represented 10% ($419.3 million) of our consolidated total revenue and 2% ($3.8
million) of our consolidated net income for the year ended April 26, 2014, respectively. NVS’s total assets
represented 14% ($413.7 million) of our consolidated total assets and 10% ($150.6 million) of our consolidated
net assets as of April 26, 2014, respectively. Based on its assessment, management has concluded that our
internal control over financial reporting was effective as of April 26, 2014. 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
81
The report of our independent registered public accounting firm on internal control over financial reporting
is included in Item 8. of this Annual Report on Form 10-K.
Evaluation of Disclosure Controls and Procedures
As of April 26, 2014, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the
design and operation of our 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 our 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 Patterson
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 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 2014, there were no significant changes in our internal controls over
financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
9B. OTHER INFORMATION
None.
82
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding the directors of Patterson is incorporated herein by reference to the descriptions set
forth under the caption “Proposal No. 1 Election of Directors” in Patterson’s Proxy Statement for its Annual
Meeting of Shareholders to be held on September 8, 2014 (the “2014 Proxy Statement”). Information regarding
executive officers of Patterson 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 2014 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
2014 Proxy Statement and such information is incorporated by reference herein.
Code of Ethics
We have adopted Principles of Business Conduct and Code of Ethics for our Chief Executive Officer, Chief
Financial Officer, Directors and all employees. Our Code of Ethics is available on our website
(www.pattersoncompanies.com) under the section “Investor Relations – Corporate Governance.” We intend to
satisfy the disclosure requirement of Form 8-K regarding an amendment to, or waiver from, a provision of our
Code of Ethics by posting such information on our 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 2014 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Information regarding the security ownership of certain beneficial owners and management is incorporated
herein by reference to the information set forth under the caption “Security Ownership of Certain Beneficial
Owners and Management” and “Equity Compensation Plan Information” in the 2014 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
2014 Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information relating to principal accountant fees and services and pre-approval policies and procedures is
set forth under the caption “Proposal No. 4 Ratification of Selection of Independent Registered Public
Accounting Firm – Principal Accountant Fees and Services” in the 2014 Proxy Statement and such information is
incorporated by reference herein.
83
Item 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements.
PART IV
The following Consolidated Financial Statements and supplementary data of Patterson and its
subsidiaries are included in Part II, Item 8:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of April 26, 2014 and April 27, 2013
Consolidated Statements of Income and Other Comprehensive Income for the Years Ended April 26,
2014, April 27, 2013 and April 28, 2012
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended April 26,
2014, April 27, 2013 and April 28, 2012
Consolidated Statements of Cash Flows for the Years Ended April 26, 2014, April 27, 2013, and
April 28, 2012
Notes to Consolidated Financial Statements
2. Financial Statement Schedules.
The following financial statement schedule is filed herewith: Schedule II – Valuation and Qualifying
Accounts for the Years Ended April 26, 2014, April 27, 2013 and April 28, 2012.
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, 200410
Patterson’s Restated Articles of Incorporation10
Patterson’s Amended and Stated Bylaws, as amended17
Specimen form of Patterson’s Common Stock Certificate10
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, 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 Agents9
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, LP9
84
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 amended1
Patterson Dental Company 1992 Stock Option Plan1
Patterson Dental Company 1992 Director Stock Option Plan1
Patterson Dental Company Employee Stock Purchase Plan1
Patterson Dental Company Capital Accumulation Plan2
Patterson Companies, Inc. fiscal 2012 Incentive Plan18
ESOP Loan Agreement dated June 15, 1990 as amended July 13, 19921
Amended and Restated Term Promissory Note dated July 13, 19921
Second Amended and Restated Contract Purchase Agreement dated April 28, 2000 between Patterson
Dental Company and U.S. Bank National Association3
Amended and Restated Credit Agreement dated April 28, 2000 between Patterson Dental Company
and U.S. Bank National Association3
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 Association5
Third Amended and Restated Receivables Purchase Agreement dated December 3, 2011 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 Plan5
Amendments to Restated Employee Stock Purchase Plan5
Amended and Restated Employee Stock Ownership Plan5
Stock Option Plan for Canadian Employees6
Patterson Companies, Inc. Equity Incentive Plan11
ESOP Loan Agreement dated April 1, 20027
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 Company7
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, 200613
ESOP Note dated September 11, 200613
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 Company14
85
Exhibit
10.27
10.28
10.29
Amended and Restated Credit Agreement, dated as of November 28, 2007, among Patterson
Companies, Inc., as Patterson, 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, LP16
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
Agent16
10.30
Accelerated Share Repurchase Agreement, dated March 19, 2008, by and between Patterson
Companies, Inc. and JPMorgan Chase Bank, National Association16
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 2014, filed with the SEC on June 25, 2014, formatted in Extensible Business Reporting
Language (XBRL): (i) the consolidated balance sheets at April 26, 2014 and April 27, 2013, (ii) the
consolidated statements of income for the years ended April 26, 2014, April 27, 2013 and April 28,
2012, (iii) the consolidated statements of cash flows for the years ended April 26, 2014, April 27,
2013 and April 28, 2012, (iv) the consolidated statements of changes in stockholders’ equity for the
years ended April 26, 2014, April 27, 2013 and April 28, 2012 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.
1
2
3
4
5
86
6
7
8
9
10
11
12
13
14
15
16
17
18
Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended January 25, 2003.
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, 2011, filed on
December 8, 2011.
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.
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (No. 33-51304) filed with
the Securities and Exchange Commission September 14, 2012.
Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended April 26, 2014.
(b) See Schedule II.
(c) See Index to Exhibits.
87
SIGNATURES
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.
Dated: June 25, 2014
By /s/ Scott P. Anderson
PATTERSON COMPANIES, INC.
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
/s/ R. Stephen Armstrong
R. Stephen Armstrong
/s/ John D. Buck
John D. Buck
/s/ Jody H. Feragen
Jody H. Feragen
/s/ Andre B. Lacy
Andre B. Lacy
/s/ Sarena S. Lin
Sarena S. Lin
/s/ Ellen A. Rudnick
Ellen A. Rudnick
/s/ Neil A. Schrimsher
Neil A. Schrimsher
/s/ Harold C. Slavkin
Harold C. Slavkin
/s/ Les C. Vinney
Les C. Vinney
/s/ James W. Wiltz
James W. Wiltz
Date
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
June 25, 2014
President and Chief Executive Officer
(Principal Executive Officer &
Chairman of the Board of Directors)
Executive Vice President, Treasurer,
and Chief Financial Officer (Principal
Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
88
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 26, 2014:
Deducted from asset accounts:
Allowance for doubtful accounts . . . . . . . . . . . .
$ 5,808
$ 3,220
$3,552
$ 2,707
$ 9,873
LIFO inventory adjustment
. . . . . . . . . . . . . . . .
Inventory obsolescence reserve . . . . . . . . . . . . .
$70,415
6,333
$ 4,192
14,846
$ — $ — $74,607
8,663
12,907
391
Total inventory reserve . . . . . . . . . . . . . . .
$76,748
$19,038
$ 391
$12,907
$83,270
Year ended April 27, 2013:
Deducted from asset accounts:
Allowance for doubtful accounts . . . . . . . . . . . .
$ 7,831
$ 1,119
$ — $ 3,142
$ 5,808
LIFO inventory adjustment
. . . . . . . . . . . . . . . .
Inventory obsolescence reserve . . . . . . . . . . . . .
$66,808
5,456
$ 3,607
10,863
$ — $ — $70,415
6,333
9,986
—
Total inventory reserve . . . . . . . . . . . . . . .
$72,263
$14,471
$ — $ 9,986
$76,748
Year ended April 28, 2012:
Deducted from asset accounts:
Allowance for doubtful accounts . . . . . . . . . . . .
$ 8,365
$ 2,445
$ — $ 2,979
$ 7,831
LIFO inventory adjustment
. . . . . . . . . . . . . . . .
Inventory obsolescence reserve . . . . . . . . . . . . .
$61,385
5,844
$ 5,422
11,508
$ — $ — $66,807
5,456
11,896
—
Total inventory reserve . . . . . . . . . . . . . . .
$67,229
$16,930
$ — $11,896
$72,263
89
INDEX TO EXHIBITS
Exhibit 21
Subsidiaries
Exhibit 23
Consent of Independent Registered Public Accounting Firm
Exhibit 31.1
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
Exhibit 31.2
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
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
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
101
(Filed Electronically) The following financial information from our Annual Report on
Form 10-K for fiscal 2014, filed with the SEC on June 25, 2014, formatted in Extensible
Business Reporting Language (XBRL): (i) the consolidated balance sheets at April 26, 2014
and April 27, 2013, (ii) the consolidated statements of income for the years ended April 26,
2014, April 27, 2013 and April 28, 2012, (iii) the consolidated statements of cash flows for the
years ended April 26, 2014, April 27, 2013 and April 28, 2012, (iv) the consolidated statements
of changes in stockholders’ equity for the years ended April 26, 2014, April 27, 2013 and
April 28, 2012 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.
90
NAME
Patterson Dental Holdings, Inc.
Patterson Dental Supply, Inc.
Dolphin Imaging Systems, LLC
Dolphin Practice Management, LLC
Direct Dental Supply Co.
Patterson Office Supplies, Inc.
Patterson Technology Center, Inc.
Patterson Dental Canada Inc.
PCI Limited I, LLC
PCI Limited II, LLC
PCI Two Limited Partnership
Patterson Medical Holdings, Inc.
Patterson Medical Supply, Inc.
Patterson Global Limited
Ausmedic Australia Pty Limited
Ausmedic Holdings Pty Limited
Auckbritt International Pty Limited
Surgical Synergies Pty Limited
Metron Holdings Pty Limited
Metron Medical Australia Pty Limited
Metron Medical Co. Limited
Patterson Medical Limited
Sacedi Sport & Sante
Patterson Medical Canada, Inc.
Patterson Medical France
Midland Manufacturing Company, Inc.
Tumble Forms Inc.
PDC Funding Company, LLC
PDC Funding Company II, LLC
Patterson Veterinary Supply, Inc.
Patterson Management LP
Patterson (PDCO) Holdings UK Limited
National Veterinary Services Limited
Patterson Logistics Services, Inc.
EXHIBIT 21
SUBSIDIARIES
JURISDICTION OF INCORPORATION
Minnesota
Minnesota
Delaware
Delaware
Nevada
Minnesota
Minnesota
Canada
Delaware
Delaware
England and Wales
Delaware
Minnesota
England and Wales
Australia
Australia
New Zealand
Australia
Australia
Australia
Thailand
England and Wales
France
Canada
France
South Carolina
New York
Minnesota
Minnesota
Minnesota
Minnesota
England and Wales
England and Wales
Minnesota
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-137497,
333-114643, 333-101691, 333-87488, 333-45742, 333-03583, and 333-183979) and the Registration Statements
on Form S-3 (Nos. 333-116226, 333-79147, 333-61489, 333-41199, and 333-19951) of Patterson Companies,
Inc. of our reports dated June 25, 2014, 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) of Patterson Companies, Inc. for the year ended
April 26, 2014.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 25, 2014
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 26, 2014 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 25, 2014
/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 26, 2014 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 25, 2014
/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 26, 2014, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), the undersigned officer of Patterson 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 Patterson Companies, Inc.
A signed original of this written statement required by Section 906 has been provided to Patterson and will
be retained by Patterson and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ SCOTT P. ANDERSON
Scott P. Anderson
President and Chief Executive Officer
June 25, 2014
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 26, 2014, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), the undersigned officer of Patterson 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 Patterson.
A signed original of this written statement required by Section 906 has been provided to Patterson and will
be retained by Patterson and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ R. STEPHEN ARMSTRONG
R. Stephen Armstrong
Executive Vice President, Chief Financial
Officer and Treasurer
June 25, 2014
Corporate Headquarters
Directors
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
Wells Fargo Bank, N.A.
Mendota Heights, MN
Investor Relations Contact
Ann B. Gugino
Vice President
Strategy and Planning
Annual Meeting
The annual meeting of shareholders will
be held at 4:30 p.m. on September 8, 2014,
at the Patterson Technology Center,
1201 Althoff Drive, Effi ngham, IL
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: Ann B. Gugino,Vice President,
Strategy and Planning
Scott P. Anderson
Chairman, President and
Chief Executive Offi cer
Patterson Companies, Inc.
John D. Buck 1, 3, 4
Chief Executive Offi cer
Whitefi sh Ventures, LLC
Jody H. Feragen 1, 3
Executive Vice President and
Chief Financial Offi cer
Hormel Foods Corp.
Andre B. Lacy 2, 3
Chairman
LDI Ltd., LLC
Sarena S. Lin 1, 3
Corporate Vice President,
Strategy and Busines Development
Cargill, Inc.
Ellen A. Rudnick 2, 3
Executive Director
Michael P. Polsky Center
for Entrepreneurship
University of Chicago
Booth School of Business
Neil A. Schrimsher 2, 3
President and Chief Executive Offi cer
Applied Industrial Technologies, Inc.
Dr. Harold C. Slavkin 1, 3
Professor of Dentistry and
Dean (retired)
School of Dentistry
University of Southern California
Les C. Vinney 2, 3
President and
Chief Executive Offi cer (retired)
STERIS Corporation
James W. Wiltz 3
President and Chief Executive Offi cer
(retired)
Patterson Companies, Inc.
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Governance Committee
(4) Lead Director
Executive Offi cers
Scott P. Anderson
Chairman, President and
Chief Executive Offi cer
R. Stephen Armstrong
Executive Vice President,
Chief Financial Offi cer
and Treasurer
Corporate Offi cers
and Offi cers of
Operating Units
Jonelle R. Burnham
Vice President, General
Counsel and Secretary
Ann B. Gugino
Vice President
Strategy and Planning
Ranell M. Hamm
Vice President
Chief Information Offi cer
Sean Muniz
Vice President
Operations
Jerome E. Thygesen
Vice President
Human Resources
Paul A. Guggenheim
President
Patterson Dental
George L. Henriques
President
Patterson Veterinary
Michael J. Orscheln
President
Patterson Medical
1031 Mendota Heights Road
St. Paul, MN 55120-1419
Patterson Dental
1031 Mendota Heights Road
Patterson Veterinary
137 Barnum Road
Patterson Medical
28100 Torch Parkway, Suite 700
651.686.1600
St. Paul, MN 55120-1419
Devens, MA 01434-3509
Warrenville, IL 60555-3938
pattersoncompanies.com
651.686.1600
978.353.6000
630.393.6000