FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED JULY 27, 2002.
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File No. 0-20572
PATTERSON DENTAL COMPANY
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0886515
--------- ----------
(State of Incorporation) (IRS Employer Identification No.)
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 at least the past 90 days.
X Yes No
-------- ---------
Patterson Dental Company has outstanding 68,174,282 shares of common stock as of
September 3, 2002.
Page 1 of 15
PATTERSON DENTAL COMPANY
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements 3-8
Consolidated Balance Sheets as of July 27, 2002 and April 27, 2002 3
Consolidated Statements of Income for the Three
Months Ended July 27, 2002 and July 28, 2001 4
Consolidated Statements of Cash Flows for the Three
Months Ended July 27, 2002 and July 28, 2001 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations. 9-12
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 13
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 13
Certifications 14-15
Safe Harbor Statement Under The Private Securities Litigation Reform Act Of
1995:
- ---------------------------------------------------------------------------
This Form 10-Q for the period ended July 27, 2002, contains certain
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995, which may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "anticipate", "estimate",
"believe", "goal", or "continue", or comparable terminology that involves risks
and uncertainties and that are qualified in their entirety by cautionary
language set forth in the Company's Form 10-K report filed July 25, 2002, and
other documents filed with the Securities and Exchange Commission. See also page
12 of this Form 10-Q.
2
PART I FINANCIAL INFORMATION
PATTERSON DENTAL COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
July 27, 2002 April 27, 2002
------------- --------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 102,666 $ 125,986
Short-term investments 29,771 25,251
Receivables, net 218,860 222,435
Inventory 156,038 142,457
Prepaid expenses and other current assets 12,637 13,291
--------- ---------
Total current assets 519,972 529,420
Property and equipment, net 56,647 57,140
Goodwill 120,483 115,079
Identifiable intangibles, net 10,529 11,149
Other 13,191 5,588
--------- ---------
Total assets $ 720,822 $ 718,376
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 112,025 $ 133,637
Accrued payroll expense 17,990 28,311
Income taxes payable 19,099 7,815
Other accrued expenses 25,955 28,244
--------- ---------
Total current liabilities 175,069 198,007
Non-current liabilities 2,470 2,637
--------- ---------
Total liabilities 177,539 200,644
Deferred credits -- 3,372
STOCKHOLDERS' EQUITY
Common stock 682 681
Additional paid-in capital 91,839 90,777
Accumulated other comprehensive loss (3,672) (3,084)
Retained earnings 478,109 449,661
Notes receivable from ESOP (23,675) (23,675)
--------- ---------
Total stockholders' equity 543,283 514,360
--------- ---------
Total liabilities and stockholders' equity $ 720,822 $ 718,376
========= =========
See accompanying notes.
3
PATTERSON DENTAL COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months Ended
July 27, 2002 July 28, 2001
------------- -------------
Net sales $ 387,739 $ 303,254
Cost of sales 254,564 196,187
--------- ---------
Gross margin 133,175 107,067
Operating expenses 94,312 77,627
--------- ---------
Operating income 38,863 29,440
Other income and expense:
Amortization of deferred credits -- 221
Finance income, net 1,340 1,675
Interest expense (9) (37)
Loss(profit) on currency exchange (9) 37
--------- ---------
Income before income taxes and
cumulative effect of accounting change 40,185 31,336
Income taxes 15,109 11,723
--------- ---------
Income before cumulative effect of
accounting change 25,076 19,613
Cumulative effect of accounting change-
see Note 7 3,372 --
--------- ---------
Net income $ 28,448 $ 19,613
========= =========
Before cumulative effect of accounting change:
Earnings per share - basic and diluted $ 0.37 $ 0.29
========= =========
After cumulative effect of accounting change:
Earnings per share - basic and diluted $ 0.42 $ 0.29
========= =========
Weighted average common and dilutive
potential common shares 68,506 68,012
========= =========
See accompanying notes.
4
PATTERSON DENTAL COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended
July 27, 2002 July 28, 2001
------------- -------------
Operating activities:
Income before cumulative effect of
accounting change $ 25,076 $ 19,613
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation 2,645 2,094
Amortization of deferred credits -- (221)
Amortization of intangibles 620 857
Bad debt expense 304 547
Change in assets and liabilities, net of acquired (40,891) (2,444)
--------- ---------
Net cash (used in) provided by operating activities (12,246) 20,446
Investing activities:
Additions to property and equipment, net (3,807) (3,076)
Acquisitions, net (3,611) (83,819)
(Purchase) sale of short-term investments (4,520) 4,972
--------- ---------
Net cash used in investing activities (11,938) (81,923)
Financing activities:
Payments and retirement of long-term debt and
obligations under capital leases (96) (136)
Common stock issued, net 1,061 446
--------- ---------
Net cash provided by financing activities 965 310
Effect of exchange rate changes on cash (101) 84
--------- ---------
Net decrease in cash and cash equivalents (23,320) (61,083)
Cash and cash equivalents at beginning of period 125,986 160,024
--------- ---------
Cash and cash equivalents at end of period $ 102,666 $ 98,941
========= =========
See accompanying notes.
5
PATTERSON DENTAL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
July 27, 2002
1. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present
fairly the financial position of the Company as of July 27, 2002, and
the results of operations and the cash flows for the periods ended July
27, 2002 and July 28, 2001. Such adjustments are of a normal recurring
nature. The results of operations for the quarter ended July 27, 2002
and July 28, 2001, are not necessarily indicative of the results to be
expected for the full year. The balance sheet at April 27, 2002, is
derived from the audited balance sheet as of that date. These financial
statements should be read in conjunction with the financial statements
included in the 2002 Annual Report on Form 10-K filed on July 25, 2002.
2. The fiscal year end of the Company is the last Saturday in April. The
first quarter of fiscal 2003 and 2002 represent the 13 weeks ended July
27, 2002 and July 28, 2001, respectively.
3. Total comprehensive income was $27,860 for the three months ended July
27, 2002, and $19,150 for the three months ended July 28, 2001.
4. On July 9, 2002 the Company purchased Distribution Quebec Dentaire,
Inc. (DQD), a full-service distributor of dental supplies and equipment
serving the province of Quebec. The operating results of DQD are
included in the consolidated statements of income since the date of
acquisition. Pro forma results of operations have not been presented
since the effect of the acquisition was not material to the Company.
The Company also acquired the assets of J. A. Webster, Inc. in July
2001. The following pro forma summary presents the results of
operations, as if the acquisition had occurred at the beginning of the
prior fiscal year. The pro forma results of operations are not
necessarily indicative of the results that would have been achieved had
the two companies been combined:
Three Months Ended
July 28, 2001
------------------
Net sales $336,882
Net Income 20,085 (1)
Earnings per share - basic and diluted $0.29 (1)
(1) Reflects the amortization of certain intangible assets.
Because the transaction was consummated following the
effective date specified in the recently issued Statement of
the Financial Accounting Standards Board No. 142 "Goodwill and
Other Intangible Assets," the Company is not amortizing
goodwill for this transaction, but the goodwill becomes
subject to periodic evaluations of possible impairment in its
value.
6
5. The following table sets forth the denominator for the computation of
basic and diluted earnings per share:
Three Months Ended
July 27, July 28,
2002 2001
--------- --------
Denominator:
Denominator for basic earnings per
share - weighted-average shares 67,865 67,566
Effect of dilutive securities:
Stock Option Plans 579 375
Employee Stock Purchase Plan 9 9
Capital Accumulation Plan 53 62
------ ------
Dilutive potential common shares 641 446
------ ------
Denominator for diluted earnings per
share - adjusted weighted-average
shares and assumed conversions 68,506 68,012
====== ======
6. Certain financial information regarding the Company's reportable
segments is as follows:
Three Months Ended
---------------------
July 27, July 28,
2002 2001
-------- --------
Net sales:
Dental supply:
Consumable dental and printed
office products $212,305 $187,659
Equipment and software 97,229 79,570
Other 31,187 26,543
-------- --------
340,721 293,772
Veterinary supply 47,018 9,482
-------- --------
Consolidated net sales $387,739 $303,254
======== ========
Operating income:
Dental supply $ 35,025 $ 28,876
Veterinary supply 3,838 564
-------- --------
Consolidated operating income $ 38,863 $ 29,440
======== ========
7. In July 2001, the Financial Accounting Standards Board issued Statement
No. 142, "Goodwill and Other Intangible Assets", which eliminated the
systematic amortization of goodwill. The statement also required that
goodwill be reviewed for impairment at adoption and at least annually
thereafter.
7
The Company adopted Statement No. 142 in the first quarter of fiscal
2003 and as such discontinued amortization of goodwill effective April
28, 2002. With the adoption of the statement, the Company recognized as
the cumulative effect of a change in accounting principle the remaining
balance of its unamortized deferred credits. The deferred credits were
negative goodwill that arose from acquisitions in the 1980's and
amounted to approximately $3.4 million at the time of the adoption. The
Company completed the required transitional impairment tests of
goodwill and determined the fair value to be in excess of the carrying
value of these assets.
The following table reconciles reported prior fiscal first quarter net
earnings and basic and diluted net earnings per share before the
cumulative effect of an accounting change had this statement been
effective April 29, 2001:
Three Months Ended
July 28, 2001
------------------
Net Earnings:
Reported net income $19,613
Deferred credit amortization (221)
Goodwill amortization, net of tax 604
-------
Adusted net earnings $19,996
=======
Earnings per share:
Reported basic $ 0.29
Deferred credit amortization -
Goodwill amortization, net of tax 0.01
-------
Adjusted basic earnings per share $ 0.30
=======
Reported diluted $ 0.29
Deferred credit amortization -
Goodwill amortization, net of tax -
-------
Adjusted diluted earnings per share $ 0.29
=======
Goodwill by operating segment is as follows:
July 27, 2002 April 27, 2002
------------- --------------
Dental Supply $ 62,421 $ 57,017
Veterinary Supply 58,062 58,062
-------- --------
Total $120,483 $115,079
======== ========
The change in the dental supply segment goodwill is the result of the
preliminary purchase price allocation for the acquisition of
Distribution Quebec Dentaire in July 2002 and adjustment of the
preliminary purchase price allocation associated with the purchase of
Thompson Dental Supply in April 2002.
The Company continues to amortize intangibles with finite lives.
Identifiable intangible assets are primarily comprised of non-compete
agreements arising from previous acquisitions made by the Company.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the
percentage of net sales represented by certain operational data.
Three Months Ended
---------------------
July 27, July 28,
2002 2001
-------- --------
Net sales 100.0% 100.0%
Cost of sales 65.7% 64.7%
------ ------
Gross profit 34.3% 35.3%
Operating expenses 24.3% 25.6%
------ ------
Operating income 10.0% 9.7%
Other income and expense, net 0.4% 0.6%
------ ------
Income before income taxes and cumulative
effect of accounting change 10.4% 10.3%
Income taxes 3.9% 3.8%
------ ------
Income before cumulative effect of
accounting change 6.5% 6.5%
====== ======
QUARTER ENDED JULY 27, 2002 COMPARED TO QUARTER ENDED JULY 28, 2001.
Net Sales. Net sales for the three months ended July 27, 2002
("Current Quarter") increased 27.9% to $387.7 million from $303.3
million reported for the three months ended July 28, 2001 ("Prior
Quarter"). Current Quarter results include the impact of two recent
dental acquisitions, Thompson Dental Company and Distribution Quebec
Dentaire ("DQD"), as well as the acquisition of J. A. Webster, Inc. in
July 2001.
Dental supply sales increased 16.0% to $340.7 million, which
reflects the impact of one less selling day in the Current Quarter.
Adjusting for the extra day in the Prior Quarter, dental supply sales
increased about 17.0%. Dental acquisitions accounted for approximately
4% - 6% of the sales increase. Equipment and software sales were also a
key sales growth driver in the Current Quarter increasing 22.2%.
Excluding the impact of acquisitions, equipment and software sales
increased approximately 15% fueled by strong growth of both new
generation and basic equipment lines. Digital software sales were also
robust growing 30.0% in the Current Quarter. However, total software
sales were down due to lower volumes of traditional front-office
9
practice management software. Consumable and printed product sales grew
13.1% in the Current Quarter, or approximately 10% after adjusting for
the estimated impact of acquisitions and the one less selling day in
the Current Quarter. Sales of other services and products, consisting
primarily of parts, technical service labor, software support and
insurance e-claims, grew 11%, excluding the estimated impact of
acquisitions.
Canadian dental sales increased 16.9% in the Current Quarter
paced by strong sales of equipment. Currency exchange rates had a
nominal impact on results for the period. The acquisition of DQD during
the Current Quarter contributed about 2% to the overall sales increase
in Canada.
Veterinary supply sales improved 11.0% on a pro forma basis
amounting to $47.0 million in the Current Quarter.
Gross Margins. Gross margins increased 24.4% over the Prior
Quarter due solely to higher sales volumes. As a percent of sales,
consolidated gross margins were down 1 percentage point due to the
addition of the veterinary supply business in July 2001 that has
historically experienced lower margins, in the mid 20's for the Current
Quarter. Dental supply gross margins were the same as last year
reflecting a shift in sales mix to a higher percentage of consumables
and equipment due to dental acquisitions together with lower
high-margin software revenues.
Operating Expenses. Results for the Current Quarter include
the impact of the adoption of SFAS No. 142, "Goodwill and Other
Intangible Assets" resulting in the cessation of goodwill amortization.
Additional information regarding the adoption of SFAS No. 142 is
included in the Notes to the Consolidated Financial Statements on pages
7 and 8 of this document. That information is incorporated by reference
into this section of this report. After adjusting the Prior Quarter to
exclude goodwill amortization, operating expenses increased 22.8% but
declined 1 percentage point as a ratio of sales.
Operating expenses declined 40 basis points as a percent of
sales in the dental supply business. Dental supply operating expenses
in the Current Quarter benefited by $0.9 million or 30 basis points due
to cessation of goodwill amortization. The remaining 10 basis point
improvement is noteworthy considering the magnitude of investments
being made in the business during the Current Quarter. The Company is
in the process of implementing a new field service management system
for its technical service operation. Additionally, the roll-out of the
Company's customer hardware and networking initiative is almost
complete. Management expects these programs to improve operating
efficiencies and contribute to sales growth over time. In the
short-term, however, investments in these programs are putting pressure
on the Company's operating expense rate. The Current Quarter expense
rate also reflects the impact of the acquisition of Thompson Dental,
which was marginally contributory to operating earnings in the quarter.
The integration of the distribution facility was completed and the
administrative processes of the former Thompson entity were wrapped up
during the period.
Operating expenses in the veterinary business were 16.1% of
sales.
Operating Income. Operating income increased 32.0% and
improved 30 basis points as a percent of sales. Higher sales volumes
accounted for most of the increase. The improvement in operating income
as a percent of sales is primarily attributable to the elimination of
goodwill amortization expense in the Current Quarter due to adoption of
SFAS No. 142.
10
Other Income. Other income, net of expenses, was $1.3 million
for the Current Quarter compared to $1.9 million for the Prior Quarter.
Lower yields on investment balances and the elimination of the
amortization of deferred credits associated with the adoption of SFAS
No. 142 resulted in the decrease.
Income Taxes. The effective income tax rate in the Current
Quarter was 37.6%, which was adjusted up from the 37.4% rate used in
Prior Quarter to reflect the impact of the elimination of the
amortization of the deferred credits discussed above.
Income Before Cumulative Effect of Accounting Change. Income
before the cumulative effect of the accounting change increased to
$25.1 million, or 27.9% due to the factors discussed above.
Earnings Per Share, Before Cumulative Effect of Accounting
Change. Earnings per share before the cumulative effective of
accounting change increased to $0.37 versus $0.29 a year ago. Had
amortization of goodwill and the deferred credits ceased in the Prior
Quarter, Prior Quarter earnings would have increased by $0.4 million or
less than $0.01 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition remains strong. We consumed $12.2
million of cash in operations despite a 27.9% increase in earnings. A
$32.5 million decrease in accounts payable and accrued liabilities was
the primary factor leading to this reduction as we settled year-end
trade payables and incentive compensation accruals. We also carried
approximately $30 million of finance contracts above our normal levels
at both year-end and at the end of the Current Quarter. As we increase
usage of our new funding vehicle that was entered into during the
Current Quarter, these balances should decrease in the second quarter.
We moved slower than anticipated in using this new vehicle as we
completed the implementation of a new accounting system for the
customer financing aspect of our business.
In the Current Quarter we used $3.6 million to purchase Distribution
Quebec Dentaire, Inc. In comparison, we invested $83.8 million of cash
to acquire the assets of J. A. Webster, Inc. in the Prior Quarter.
The Company expects funds generated by operations and existing cash and
cash equivalents to continue to be its most significant sources of
liquidity. The Company currently believes funds generated from the
expected results of operations and available cash and cash equivalents
of $132.4 million will be sufficient to meet the Company's working
capital needs and finance anticipated expansion plans and strategic
initiatives for the next fiscal year. Should additional investment
opportunities arise, management believes that the strength of the
Company's earnings, cash flows and balance sheet will permit the
Company to obtain additional debt or equity capital, if necessary.
CRITICAL ACCOUNTING POLICIES
There has been no material change in the Company's Critical Accounting
Policies, as disclosed in its 2002 Annual Report on Form 10-K filed on
July 25, 2002.
11
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
Certain information of a non-historical nature contains forward-looking
statements. Words such as "believes," "expects," "plans," "estimates,"
"intends" and variations of such words are intended to identify such
forward-looking statements. The statements are not guaranties of future
performance and are subject to certain risks, uncertainties or
assumptions that are difficult to predict; therefore, the Company
cautions shareholders and prospective investors that the following
important factors, among others, could cause the Company's actual
operating results to differ materially from those expressed in any
forward-looking statements. The statements under this caption are
intended to serve as cautionary statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The following
information is not intended to limit in any way the characterization of
other statements or information under other captions as cautionary
statements for such purpose. The order in which such factors appear
below should not be construed to indicate their relative importance or
priority.
o The Company's ability to meet increased competition from
national, regional and local full-service distributors and
mail-order distributors of dental and veterinary products,
while maintaining current or improved profit margins.
o The ability of the Company to retain its base of customers and
to increase its market share.
o The ability of the Company to maintain satisfactory
relationships with qualified and motivated sales personnel.
o The continued ability of the Company to maintain satisfactory
relationships with key vendors and the ability of the Company
to create relationships with additional manufacturers of
quality, innovative products.
o Changes in the economics of dentistry affecting dental
practice growth and the demand for dental products, including
the ability and willingness of dentists to invest in
high-technology diagnostic and therapeutic products.
o Reduced growth in expenditures for dental services by private
dental insurance plans.
o The accuracy of the Company's assumptions concerning future
per capita expenditures for dental services, including
assumptions as to population growth and the demand for
preventive dental services such as periodontic, endodontic and
orthodontic procedures.
o The rate of growth in demand for infection control products
currently used for prevention of the spread of communicable
diseases such as AIDS, hepatitis and herpes.
o 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.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk during the three
months ended July 27, 2002. For additional information refer to Item 7A
of the Company's 2002 Form 10-K.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) None.
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
All other items under Part II have been omitted because they are inapplicable or
the answers are negative, or, in the case of legal proceedings, were previously
reported in the Annual Report on Form 10-K filed July 25, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PATTERSON DENTAL COMPANY
(Registrant)
Dated: September 9, 2002
By: /s/ R. Stephen Armstrong
------------------------------------
R. Stephen Armstrong
Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
13
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Peter L. Frechette, the Chief Executive Officer of Patterson Dental Company,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Patterson Dental
Company;
2. Based on my knowledge, this quarterly 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 quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
Date: September 9, 2002 /s/ Peter L. Frechette
----------------------------------
Peter L. Frechette
Chief Executive Officer
I, R. Stephen Armstrong, the Chief Financial Officer of Patterson Dental
Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Patterson Dental
Company;
2. Based on my knowledge, this quarterly 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 quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
Date: September 9, 2002 /s/ R. Stephen Armstrong
----------------------------------
R. Stephen Armstrong
Chief Financial Officer
14
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Patterson Dental Company (the
"Company") on Form 10-Q for the quarterly period ended July 27, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, in the capacity indicated below, hereby certifies pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that: (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.
Date: September 9, 2002 /s/ Peter L. Frechette
----------------------------------
Peter L. Frechette
President and
Chief Executive Officer
In connection with the Quarterly Report of Patterson Dental Company (the
"Company") on Form 10-Q for the quarterly period ended July 27, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, in the capacity indicated below, hereby certifies pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that: (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.
Date: September 9, 2002 /s/ R. Stephen Armstrong
----------------------------------
R. Stephen Armstrong
Executive Vice President and
Chief Financial Officer
15