UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JANUARY 28, 2012.
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission File No. 0-20572
PATTERSON COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-0886515 | |
| (State of incorporation) | (I.R.S. Employer Identification Number) | |
| 1031 Mendota Heights Road St. Paul, Minnesota |
55120 | |
| (Address of principal executive offices) | (Zip Code) | |
(651) 686-1600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes x 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 x No ¨
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | x | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Patterson Companies, Inc. had outstanding 110,973,887 shares of common stock as of March 2, 2012.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Form 10-Q”) of Patterson Companies, Inc. for the period ended January 28, 2012 is being filed solely (i) to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T . Exhibit 101 to the Form 10-Q provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
2
PART II—OTHER INFORMATION
ITEM 6. EXHIBITS
See Exhibit Index
3
SIGNATURE
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.
| Date: March 12, 2012 | /s/ R. STEPHEN ARMSTRONG | |||||
| R. Stephen Armstrong | ||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a), under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certifications of the Chief Executive Officer and 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 | Financials in XBRL format | |
Exhibit 31.1
Certification of the Chief Executive Officer Pursuant to
Rule 13a-14(a) or 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 quarterly report on Form 10-Q/A for the period ended January 28, 2012 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.
| Date: March 12, 2012 | /s/ SCOTT P. ANDERSON | |||||
| Scott P. Anderson | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 31.2
Certification of the Chief Financial Officer Pursuant to
Rule 13a-14(a) or 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 quarterly report on Form 10-Q/A for the period ended January 28, 2012 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.
| Date: March 12, 2012 | /s/ R. STEPHEN ARMSTRONG | |||||
| R. Stephen Armstrong | ||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||
Exhibit 32
Certifications of the Chief Executive Officer and 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 Quarterly Report of Patterson Companies, Inc., (the “Company”) on Form 10-Q/A for the quarterly period ended January 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Scott P. Anderson, President and Chief Executive Officer of the Company, and R. Stephen Armstrong, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ Scott P. Anderson
Scott P. Anderson
President and Chief Executive Officer
March 12, 2012
/s/ R. Stephen Armstrong
Executive Vice President, Chief Financial
Officer and Treasurer
March 12, 2012
|
Derivative Financial Instruments (Effect Of Interest Rate And Foreign Currency Contracts On The Consolidated Statements Of Income) (Details) (Other Income (Expense) [Member], USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
|
Jan. 28, 2012
|
Jan. 29, 2011
|
Jan. 28, 2012
|
Jan. 29, 2011
|
|
|
Interest Rate Contracts [Member]
|
||||
| Derivative Instruments, Gain (Loss) [Line Items] | ||||
| Other income (expense), net | $ 0 | $ 0 | $ 0 | $ 0 |
|
Foreign Currency Contracts [Member]
|
||||
| Derivative Instruments, Gain (Loss) [Line Items] | ||||
| Other income (expense), net | $ 0 | $ 0 | $ 0 | $ (1.9) |
|
Customer Financing
|
9 Months Ended |
|---|---|
|
Jan. 28, 2012
|
|
| Customer Financing [Abstract] | |
| Customer Financing | NOTE 5 CUSTOMER FINANCING As a convenience to its customers, the Company offers several different financing alternatives including both a Company sponsored program and a third party program. For the third party program, the Company acts as a facilitator between the customer and the third party financing entity with no on-going involvement in the financing transaction. Under the Company sponsored program, equipment purchases by customers with strong credit are financed to a maximum of $0.4 million for any one customer. The Company generally sells the customers' financing contracts to outside financial institutions in the normal course of its business. The Company currently has two arrangements under which it sells these contracts. In fiscal 2003, the Company initiated an agreement to sell its equipment finance contracts to a commercial paper conduit managed by JPMorgan Chase Bank N.A. To participate in the commercial paper conduit, the Company was required to establish a special purpose entity ("SPE"), PDC Funding Company, LLC, a consolidated, wholly owned subsidiary. In December 2010, this agreement was amended and restated, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. became the managing agent under the amended agreement. The Company transfers financing contracts to the SPE and in turn, the SPE sells the contracts to the commercial paper conduits. The SPE does not issue any debt. While there is no recourse to the Company by the commercial paper conduits on the sale of contracts, the Company receives only approximately 84% of the principal amount of the contracts upon the sale. The remaining 16% of the proceeds is held by the conduit as security against the eventual performance of the portfolio. The deferred purchase price receivable from the conduit is recorded as a non-current asset, which is carried at its estimated fair market value. As of January 28, 2012, the capacity of this arrangement with the conduits is $500 million. The Company also maintained an agreement with U.S. Bank National Association, as agent, whereby the U.S. Bank group purchased customers' financing contracts. The Company has established another SPE, PDC Funding II, as a consolidated, wholly owned subsidiary, which sold financing contracts to the U.S. Bank group. The Company received a portion of the principal amounts of the contracts upon sale, with the remaining portion of the proceeds held by the banks as security against the eventual performance of the portfolio. The holdback receivable from the banks is recorded as a non-current asset, which is carried at its estimated fair market value. The capacity under the agreement was $110 million. In the fourth quarter of fiscal 2010, this agreement was amended such that no additional contracts would be sold, but the contracts previously sold and outstanding under the agreement would continue under the agreement. On August 12, 2011, Fifth Third Bank replaced U.S. Bank and the agreement was amended and restated. Under the restated agreement, Fifth Third Bank is the agent and contracts may be sold, with a capacity under the agreement of $75 million. Approximately $75 million of such contracts were outstanding as of January 28, 2012. These financing arrangements are accounted for as a sale of assets under the provisions of ASC Topic No. 860, "Transfers and Servicing" ("ASC 860"). During the three months and nine months ended January 28, 2012, the Company sold $ 77.2 million and $213.0 million, respectively, of its contracts under these arrangements. Effective at the beginning of fiscal 2011 and through the second quarter of fiscal 2011 ended October 30, 2010, under the revised accounting standards of ASC 860, transfers under the agreement with the commercial paper conduit were accounted for as secured borrowings. Accordingly, the assets transferred during fiscal 2011 were not derecognized and a liability for the cash advances received was included on the balance sheet as of October 30, 2010. In addition, the transfers for the six months ended October 30, 2010 were reflected as an operating cash usage and a corresponding financing cash inflow within the condensed consolidated statement of cash flows. In the third quarter of fiscal 2011, the Company amended and restated the agreement with the commercial paper conduit. Under the terms of the amended and restated agreement, the transfers of the finance contract receivables again qualify for sale accounting under ASC 860. The Company retains servicing responsibilities under both agreements, for which it is paid a servicing fee. The servicing fees received by the Company are considered adequate compensation for services rendered. Accordingly, no servicing asset or liability has been recorded. The agreements require the Company to maintain a minimum current ratio and maximum leverage ratio. The Company was in compliance with the covenants at January 28, 2012. Included in current receivables in the consolidated balance sheets are approximately $68.1 million, net of unearned income of $2.9 million, and $78.5 million, net of unearned income of $3.6 million, as of January 28, 2012 and April 30, 2011, respectively, of finance contracts not yet sold by the Company. A total of $471.0 million of finance contracts receivable sold under the agreements were outstanding at January 28, 2012. The residual receivable under the arrangements was approximately $70.4 million and $78.0 million as of January 28, 2012 and April 30, 2011, respectively.
Since the internal financing program began in 1994, bad debt write-offs have amounted to less than one-percent of the loans originated. |