SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The U.S. Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information, so long as those statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those disclosed in the statement.
This Form 10-Q contains certain "forward-looking statements" within the meaning
of the safe harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995, including statements regarding future financial performance, and
the objectives and expectations of management. Forward-looking statements often
include words such as "believes," "expects," "anticipates," "estimates,"
"intends," "plans," "seeks" or words of similar meaning, or future or
conditional verbs, such as "will," "should," "could" or "may." Forward-looking
statements are neither historical facts nor assurances of future performance.
Instead, they are based only on our current beliefs, expectations and
assumptions regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions.
                                       20
--------------------------------------------------------------------------------
  Table of Contents
Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to
predict and many of which are outside of our control. Our actual results and
financial condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not place undue reliance on
any of these forward-looking statements.
Any number of factors could affect our actual results and cause such results to
differ materially from those contemplated by any forward-looking statements,
including, but not limited to, the following: the COVID-19 pandemic and measures
taken in response thereto; our dependence on relationships with sales
representatives and service technicians to retain customers and develop
business; potential disruption of distribution capabilities, including service
issues with third-party shippers; our dependence on suppliers to manufacture and
supply substantially all of the products we sell; the risk of the products we
sell becoming obsolete or containing undetected errors; adverse changes in
supplier rebates; the risk that private label sales could adversely affect our
relationships with suppliers; our dependence on positive perceptions of
Patterson's reputation; risks inherent in acquiring and disposing of assets or
other businesses and the risks inherent in integrating acquired businesses; our
ability to comply with restrictive covenants in our credit agreement; our
dependence on leadership development and succession planning; the risk that our
governing documents and Minnesota law may discourage takeovers and business
combinations; the effects of the highly competitive and consolidating dental and
animal health supply markets in which we compete; exposure to the risks of the
animal production business, including changing consumer demand, the cyclical
livestock market, and other factors outside our control; risks from the
formation of GPOs, provider networks and buying groups that may shift purchasing
decisions and place us at a competitive disadvantage; increases in
over-the-counter sales and e-commerce options for companion animal products or
sales of companion animal products from non-veterinarian sources; change and
uncertainty in the health care industry, including the effects of health care
reform; failure to comply with existing or future U.S. or foreign laws and
regulations including those governing the distribution of pharmaceuticals and
controlled substances; public concern over the abuse of opioid medication in the
U.S.; failure to comply with health care fraud or other laws and regulations;
litigation risks, including the diversion of management's attention, the cost of
defending against such actions, the possibility of damage awards or settlements,
fines or penalties, or equitable remedies (including but not limited to the
revocation of or non-renewal of licenses) and inherent uncertainty; failure to
comply with evolving data privacy laws and regulations; tax legislation; the
risks inherent in international operations, including currency fluctuations;
risks associated with information systems and cyber-security attacks;
disruptions from our enterprise resource planning system; and the risk of being
required to record significant impairment charges if our Dental segment's
goodwill or other intangible assets become impaired.
The order in which these factors appear should not be construed to indicate
their relative importance or priority. We caution that these factors may not be
exhaustive, accordingly, any forward-looking statements contained herein should
not be relied upon as a prediction of actual results.
You should carefully consider these and other relevant factors, including those
risk factors in Part I, Item 1A, ("Risk Factors") in our most recent Form 10-K,
and information which may be contained in our other filings with the U.S.
Securities and Exchange Commission, or SEC, when reviewing any forward-looking
statement.
Investors should understand it is impossible to predict or identify all such
factors or risks. As such, you should not consider the foregoing list, or the
risks identified in our SEC filings, to be a complete discussion of all
potential risks or uncertainties.
Any forward-looking statement made in this Form 10-Q is based only on
information currently available to us and speaks only as of the date on which it
is made. We do not undertake any obligation to release publicly any revisions to
any forward-looking statements whether written or oral, that may be made from
time to time, whether as a result of new information, future developments or
otherwise.
OVERVIEW
Our financial information for the first six months of fiscal 2022 is summarized
in this Management's Discussion and Analysis and the Condensed Consolidated
Financial Statements and related Notes. The following background is provided to
readers to assist in the review of our financial information.
We present three reportable segments: Dental, Animal Health and Corporate.
Dental and Animal Health are strategic business units that offer similar
products and services to different customer bases. Dental provides a virtually
complete range of consumable dental products, equipment and software, turnkey
digital solutions and value-added services to dentists and dental laboratories
throughout North America. Animal Health is a leading, full-
                                       21
--------------------------------------------------------------------------------
  Table of Contents
line distributor in North America and the U.K. of animal health products,
services and technologies to both the production-animal and companion-pet
markets. Our Corporate segment is comprised of general and administrative
expenses, including home office support costs in areas such as information
technology, finance, legal, human resources and facilities. In addition,
customer financing and other miscellaneous sales are reported within Corporate
results.
Operating margins of the animal health business are lower than the dental
business. While operating expenses run at a lower rate in the animal health
business when compared to the dental business, gross margins in the animal
health business are lower due generally to the low margins experienced on the
sale of pharmaceutical products.
We operate with a 52-53 week accounting convention with our fiscal year ending
on the last Saturday in April. The second quarter of fiscal 2022 and 2021
represents the 13 weeks ended October 30, 2021 and the 13 weeks ended October
24, 2020, respectively. The six months ended October 30, 2021 and October 24,
2020 included 27 and 26 weeks, respectively. Fiscal 2022 will include 53 weeks
and fiscal 2021 included 52 weeks.
We believe there are several important aspects of our business that are useful
in analyzing it, including: (1) growth in the various markets in which we
operate; (2) internal growth; (3) growth through acquisition; and (4) cost
controls and efficiency enhancements. Management defines internal growth as net
sales adjusted to exclude the impact of foreign currency, changes in product
selling relationships, contributions from recent acquisitions and differences in
the number of weeks in fiscal periods. Foreign currency impact represents the
difference in results that is attributable to fluctuations in currency exchange
rates the company uses to convert results for all foreign entities where the
functional currency is not the U.S. dollar. The company calculates the impact as
the difference between the current period results translated using the current
period currency exchange rates and using the comparable prior period's currency
exchange rates. The company believes the disclosure of net sales changes in
constant currency provides useful supplementary information to investors in
light of fluctuations in currency rates.
FACTORS AFFECTING OUR RESULTS
COVID-19. The COVID-19 pandemic, including closures and other steps taken by
governmental authorities in response to the virus, has had a significant impact
on our businesses. As part of our broad-based effort to respond to the COVID-19
pandemic, we implemented cost reduction measures, including temporary salary
reductions, furloughs and reduced work hours across our workforce during the
period from May 1, 2020 through July 31, 2020. Within our Dental segment, the
effect became less significant during the first quarter of fiscal 2021, as
dental offices began opening for elective procedures. In addition, we recorded
increased sales of infection control products starting in the first quarter of
fiscal 2021 within the Dental segment. The disruptions we experienced in our
production animal business as a result of the pandemic became less significant
after the first quarter of fiscal 2021.
Gains on Investments. During the three months ended July 31, 2021, we sold a
portion of our investment in Vetsource, a commercial partner and leading home
delivery provider for veterinarians, with a carrying value of $25.8 million for
$56.8 million. We recorded a pre-tax gain of $31.0 million in gains on
investments in our condensed consolidated statements of operations and other
comprehensive income as a result of this sale. The cash received of $56.8
million is reported within investing activities in our condensed consolidated
statements of cash flows. During the three months ended July 31, 2021, we also
recorded a pre-tax non-cash gain of $31.0 million to reflect the increase in the
carrying value of the remaining portion of our investment in Vetsource, which
was based on the selling price of the portion of the investment we sold for
$56.8 million. This gain was recorded in gains on investments in our condensed
consolidated statements of operations and other comprehensive income. Concurrent
with the sale completed in the first quarter of fiscal 2022, we obtained rights
that will allow us, under certain circumstances, to require another shareholder
of Vetsource to purchase our remaining shares. We recorded a pre-tax non-cash
gain of $25.8 million in gains on investments in our condensed consolidated
statements of operations and other comprehensive income as a result of this
transaction. The aggregate gains on investments of $87.8 million are reported
within operating activities in our condensed consolidated statements of cash
flows. Concurrent with obtaining this put option, we also granted rights to the
same Vetsource shareholder that would allow such shareholder, under certain
circumstances, to require us to sell our remaining shares at fair value.
Fiscal 2022 Legal Reserve. On August 27, 2021, we signed a memorandum of
understanding to settle the federal securities class action complaint described
in Note 11 to the Condensed Consolidated Financial Statements. Under the terms
of the settlement, Patterson agreed to pay $63.0 million to resolve the case.
Although we have agreed to settle this matter, we expressly deny the allegations
of the complaint and all liability. Our insurers consented to the settlement and
contributed an aggregate of $35.0 million to fund the settlement and to
reimburse us for certain costs and expenses of the litigation. As a result of
the foregoing, we recorded a pre-tax reserve of $63.0 million in other
                                       22
--------------------------------------------------------------------------------
  Table of Contents
accrued liabilities in the condensed consolidated balance sheets in our
Corporate segment during the first quarter of fiscal 2022 related to the
probable settlement of this litigation (the "Fiscal 2022 Legal Reserve"). During
the first quarter of fiscal 2022, we also recorded a receivable of $27.0 million
in prepaid expenses and other current assets in the condensed consolidated
balance sheets in our Corporate segment related to probable insurance
recoveries, which amount was paid into the litigation settlement escrow as
required by the memorandum of understanding. The net expense of $36.0 million
was recorded in operating expenses in our condensed consolidated statements of
operations and other comprehensive income. We recorded a gain of $8.0 million
during the second quarter of fiscal 2022 in our Corporate segment to account for
our receipt of carrier reimbursement of previously expended fees and costs. The
settlement is subject to court approval of a stipulation of settlement which was
filed by the parties during the second quarter of fiscal 2022.
Inventory Donation Charges. During the first quarter of fiscal 2022, we
committed to donate certain personal protective equipment to charitable
organizations to assist with COVID-19 recovery efforts. We recorded a charge of
$49.2 million within cost of sales in our condensed consolidated statements of
operations and other comprehensive income as a result ("Inventory Donation
Charges"). These charges were driven by our intention to not sell these
products, but rather to donate them to charitable organizations. Of the $49.2
million expense recorded, $47.2 million and $2.0 million was recorded within our
Dental and Animal Health segments, respectively.
Receivables Securitization Program. We are a party to certain receivables
purchase agreements with MUFG Bank, Ltd. ("MUFG"), under which MUFG acts as an
agent to facilitate the sale of certain Patterson receivables (the
"Receivables") to certain unaffiliated financial institutions (the
"Purchasers"). The proceeds from the sale of these Receivables comprise a
combination of cash and a deferred purchase price ("DPP") receivable. The DPP
receivable is ultimately realized by Patterson following the collection of the
underlying Receivables sold to the Purchasers. The collection of the DPP
receivable is recognized as an increase to net cash provided by investing
activities within the condensed consolidated statements of cash flows, with a
corresponding reduction to net cash used in operating activities within the
condensed consolidated statements of cash flows.
RESULTS OF OPERATIONS
QUARTER ENDED OCTOBER 30, 2021 COMPARED TO QUARTER ENDED OCTOBER 24, 2020
The following table summarizes our results as a percent of net sales:
                                                                            

Three Months Ended


                                                                    October 30, 2021        October 24, 2020
Net sales                                                                    100.0  %                100.0  %
Cost of sales                                                                 80.2                    79.4
Gross profit                                                                  19.8                    20.6
Operating expenses                                                            16.0                    15.9
Operating income                                                               3.8                     4.7
Other income (expense)                                                         0.1                    (0.2)
Income before taxes                                                            3.9                     4.5
Income tax expense                                                             1.0                     1.0
Net income                                                                     2.9                     3.5
Net loss attributable to noncontrolling interests                                -                       -
Net income attributable to Patterson Companies, Inc.                           2.9  %                  3.5  %


Net Sales. Consolidated net sales for the three months ended October 30, 2021
were $1,649.2 million, an increase of 6.2% from $1,553.2 million for the three
months ended October 24, 2020. Foreign exchange rate changes had a favorable
impact of 0.9% on current quarter sales. Sales of certain products previously
recognized on a gross basis were recognized on a net basis during the three
months ended October 30, 2021. This change in revenue recognition was driven by
changes in contractual terms with certain suppliers. The impact of this change
in revenue recognition for certain products was partially offset by the impact
of the acquisition of substantially all of the assets of Miller Vet Holdings,
LLC, a multiregional veterinary distributor ("Miller Vet"), on sales for the
three months ended October 30, 2021, resulting in a net decrease in sales of
approximately 3.0%.
                                       23
--------------------------------------------------------------------------------
  Table of Contents
Dental segment sales for the three months ended October 30, 2021 were $622.2
million, a decrease of 1.5% from $631.7 million for the three months ended
October 24, 2020. Foreign exchange rate changes had a favorable impact of 0.5%
on current quarter sales. Current quarter sales of consumables decreased 0.3%,
sales of equipment and software decreased 2.4%, and sales of value-added
services and other decreased 4.7%. Consumable and equipment sales declined
primarily as a result of lower infection control product sales in the current
quarter.
Animal Health segment sales for the three months ended October 30, 2021 were
$1,027.5 million, an increase of 12.4% from $914.2 million for the three months
ended October 24, 2020. Foreign exchange rate changes had a favorable impact of
1.3% on current quarter sales. Sales of certain products previously recognized
on a gross basis were recognized on a net basis during the three months ended
October 30, 2021. This change in revenue recognition was driven by changes in
contractual terms with certain suppliers. The impact of this change in revenue
recognition for certain products was partially offset by the impact of the
acquisition of Miller Vet on sales for the three months ended October 30, 2021,
resulting in a net decrease in sales of approximately 5.1%. Sales were higher
during the three months ended October 30, 2021, driven by increased demand
across all our animal health businesses and geographies.
Gross Profit. The consolidated gross profit margin rate for the three months
ended October 30, 2021 decreased 80 basis points to 19.8%. The decline was
primarily driven by unfavorable mix in sales among our segments due to faster
growth in our Animal Health segment, and lower net sales in our Corporate
segment due to rising interest rates on our customer financing portfolio. This
interest rate impact was offset by a gain on associated interest rate swap
agreements, which is reflected in other income, net in our condensed
consolidated statements of operations and other comprehensive income.
Operating Expenses. Consolidated operating expenses for the three months ended
October 30, 2021 were $263.6 million, a 6.9% increase from the prior year
quarter of $246.7 million. We incurred higher operating expenses during the
three months ended October 30, 2021 due to higher personnel costs and higher
travel-related expenses. These increases were partially offset by the receipt of
$8.0 million related to the Fiscal 2022 Legal Reserve. The consolidated
operating expense ratio of 16.0% increased 10 basis points from the prior year
quarter.
Operating Income. For the three months ended October 30, 2021, operating income
was $62.9 million, or 3.8% of net sales, as compared to $73.7 million, or 4.7%
of net sales for the three months ended October 24, 2020. The decrease in
operating income and operating income as a percent of net sales was primarily
due to higher personnel costs and higher travel-related expenses. These
increases were partially offset by the growth in sales experienced during the
three months ended October 30, 2021, as well as the receipt of $8.0 million
related to the Fiscal 2022 Legal Reserve.
Dental segment operating income was $55.6 million for the three months ended
October 30, 2021, compared to $73.0 million for the three months ended October
24, 2020. The decrease in operating income was primarily due to higher personnel
costs, higher travel-related expenses and reduced sales during the three months
ended October 30, 2021.
Animal Health segment operating income was $26.1 million for the three months
ended October 30, 2021, compared to $17.6 million for the three months ended
October 24, 2020. The increase was primarily driven by higher net sales during
the three months ended October 30, 2021, partially offset by higher personnel
costs incurred during the three months ended October 30, 2021.
Corporate segment operating loss was $18.8 million and $16.8 million for the
three months ended October 30, 2021 and October 24, 2020, respectively. The
change was primarily driven by lower customer financing-related net sales and
higher personnel costs in the current quarter, partially offset by the receipt
of $8.0 million related to the Fiscal 2022 Legal Reserve.
Other Income (Expense). Net other income for the three months ended October 30,
2021 was $1.3 million, as compared to net other expense of $3.2 million for the
three months ended October 24, 2020. The change was primarily driven by a larger
gain on our interest rate swap during the three months ended October 30, 2021.
Income Tax Expense. The effective income tax rate for the three months ended
October 30, 2021 was 25.3%, compared to 23.7% for the three months ended October
24, 2020. The increase in the rate was primarily due to a geographical shift in
earnings.
Net Income Attributable to Patterson Companies Inc. and Earnings Per Share. Net
income attributable to Patterson Companies Inc. for the three months ended
October 30, 2021 was $48.3 million, compared to $54.1 million for the three
months ended October 24, 2020. Earnings per diluted share were $0.49 in the
current quarter
                                       24
--------------------------------------------------------------------------------
  Table of Contents
compared to $0.56 in the prior year quarter. Weighted average diluted shares
outstanding in the current quarter were 98.4 million, compared to 96.4 million
in the prior year quarter. The current quarter and prior year quarter cash
dividend declared was $0.26 per common share.
SIX MONTHS ENDED OCTOBER 30, 2021 COMPARED TO SIX MONTHS ENDED OCTOBER 24, 2020
The following table summarizes our results as a percent of net sales:
                                                                            

Six Months Ended


                                                                    October 30, 2021        October 24, 2020
Net sales                                                                    100.0  %                100.0  %
Cost of sales                                                                 81.5                    79.5
Gross profit                                                                  18.5                    20.5
Operating expenses                                                            17.8                    16.5
Operating income                                                               0.7                     4.0
Other income (expense)                                                         2.6                    (0.3)
Income before taxes                                                            3.3                     3.7
Income tax expense                                                             0.8                     0.9
Net income                                                                     2.5                     2.8
Net loss attributable to noncontrolling interests                                -                       -
Net income attributable to Patterson Companies, Inc.                           2.5  %                  2.8  %


Net Sales. Consolidated net sales for the six months ended October 30, 2021 were
$3,264.0 million, a 16.6% increase from $2,799.0 million for the six months
ended October 24, 2020. Sales were positively impacted by an estimated 4.1% due
to the extra week of results in the current period. Foreign exchange rate
changes had a favorable impact of 1.7% on current period sales. Sales of certain
products previously recognized on a gross basis were recognized on a net basis
during the six months ended October 30, 2021. This change in revenue recognition
was driven by changes in contractual terms with certain suppliers. The impact of
this change in revenue recognition for certain products was partially offset by
the impact of the acquisition of substantially all of the assets of Miller Vet
on sales for the six months ended October 30, 2021, resulting in a net decrease
in sales of approximately 3.1%.
Dental segment sales for the six months ended October 30, 2021 were $1,229.1
million, a 15.7% increase from $1,062.0 million for the six months ended October
24, 2020. Sales were positively impacted by an estimated 3.9% due to the extra
week of results in the current period. Foreign exchange rate changes had a
favorable impact of 1.0% on current period sales. Current period sales of
consumables increased 19.3%, sales of equipment and software increased 12.6% to
$350.4 million, and sales of value-added services and other increased 6.6%.
Dental segment sales growth in the current period was driven by a recovery in
the Dental end markets, compared to sales during the six months ended October
24, 2020, which were negatively affected by the COVID-19 pandemic when dental
offices were closed for elective procedures, particularly during the first
quarter of our fiscal 2021.
Animal Health segment sales for the six months ended October 30, 2021 were
$2,030.3 million, a 17.6% increase from $1,726.3 million for the six months
ended October 24, 2020. Sales were positively impacted by an estimated 4.2% due
to the extra week of results in the current period. Foreign exchange rate
changes had a favorable impact of 2.1% on current period sales. Sales of certain
products previously recognized on a gross basis were recognized on a net basis
during the six months ended October 30, 2021. This change in revenue recognition
was driven by changes in contractual terms with certain suppliers. The impact of
this change in revenue recognition for certain products was partially offset by
the impact of the acquisition of substantially all of the assets of Miller Vet
on sales for the six months ended October 30, 2021, resulting in a net decrease
in sales of approximately 5.1%. Sales were higher during the six months ended
October 30, 2021, driven by increased demand across all our animal health
businesses and geographies.
Gross Profit. The consolidated gross profit margin rate for the six months ended
October 30, 2021 decreased 200 basis points from the prior year period to 18.5%,
driven primarily by the impact of the $49.2 million Inventory Donation Charges.
                                       25
--------------------------------------------------------------------------------
  Table of Contents
Operating Expenses. Consolidated operating expenses for the six months ended
October 30, 2021 were $580.9 million, a 25.6% increase from the prior year
period of $462.6 million. We incurred higher operating expenses during the six
months ended October 30, 2021 primarily due to higher personnel costs and the
impact of the Fiscal 2022 Legal Reserve. The higher personnel costs were
primarily due to the salary reductions, reduced work hours, and furloughs we
implemented as a response to the COVID-19 pandemic during the three months ended
July 25, 2020. The consolidated operating expense ratio of 17.8% increased 130
basis points from the prior year period, which was also driven by these same
factors.
Operating Income. For the six months ended October 30, 2021, operating income
was $23.3 million, or 0.7% of net sales, as compared to $111.6 million, or 4.0%
of net sales for the six months ended October 24, 2020. The decrease in
operating income was primarily due to the impact of the Fiscal 2022 Legal
Reserve and the Inventory Donation Charges, as well as higher personnel costs
incurred during the six months ended October 30, 2021. These impacts were
partially offset by the growth in sales experienced during the six months ended
October 30, 2021.
Dental segment operating income was $54.5 million for the six months ended
October 30, 2021, a decrease of $56.2 million from the prior year period. The
decrease was primarily driven by the expense associated with the Inventory
Donation Charges and higher personnel costs, partially offset by an increase in
net sales during the six months ended October 30, 2021.
Animal Health segment operating income was $49.9 million for the six months
ended October 30, 2021, an increase of $15.0 million from the prior year period.
The increase was primarily driven by higher net sales during the six months
ended October 30, 2021, partially offset by higher personnel costs incurred
during the six months ended October 30, 2021.
Corporate segment operating loss was $81.1 million and $34.1 million for the six
months ended October 30, 2021 and October 24, 2020, respectively. The change was
primarily driven by the impact of the Fiscal 2022 Legal Reserve, as well as
higher personnel costs during the six months ended October 30, 2021.
Other Income (Expense). Net other income for the six months ended October 30,
2021 was $85.3 million, compared to net other expense of $7.8 million for the
six months ended October 24, 2020. The difference in other income (expense) was
primarily driven by the Gain on Investment recorded during the six months ended
October 30, 2021.
Income Tax Expense. The effective income tax rate for the six months ended
October 30, 2021 was 24.8%, compared to 24.8% for the six months ended October
24, 2020. There was an increase in the rate for the six months ended October 30,
2021 primarily due to a geographical shift in earnings, which was offset by
excess tax benefits associated with stock-based compensation awards.
Net Income Attributable to Patterson Companies Inc. and Earnings Per Share. Net
income attributable to Patterson Companies Inc. for the six months ended October
30, 2021 was $82.3 million, compared to $78.5 million for the six months ended
October 24, 2020. Earnings per diluted share were $0.84 in the current period
compared to $0.82 in the prior year period. Weighted average diluted shares
outstanding in the current period were 98.4 million, compared to 96.1 million in
the prior year period. The current period and prior year period cash dividend
declared was $0.52 per common share.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $539.0 million and $423.0 million for
the six months ended October 30, 2021 and October 24, 2020, respectively. Net
cash used in operating activities for the six months ended October 30, 2021 was
primarily due to the impact of our Receivables Securitization Program and a net
increase in inventory, inclusive of the impact of the $49.2 million Inventory
Donation Charges, partially offset by an increase in accounts payable.
Net cash provided by investing activities was $607.6 million and $394.9 million
for the six months ended October 30, 2021 and October 24, 2020, respectively.
Collections of DPP receivables were $585.6 million and $408.9 million for the
six months ended October 30, 2021 and October 24, 2020, respectively. During the
six months ended October 30, 2021, we recorded cash receipts of $57.2 million
from the sale of investments and used $19.8 million to acquire Miller Vet.
Capital expenditures were $15.5 million and $14.4 million during the six months
ended October
                                       26

--------------------------------------------------------------------------------


  Table of Contents
30, 2021 and October 24, 2020, respectively. We expect to use a total of
approximately $50.0 million for capital expenditures in fiscal 2022.
Net cash used in financing activities for the six months ended October 30, 2021
was $58.4 million, driven primarily by dividend payments of $50.4 million. For
the six months ended October 24, 2020, net cash provided by financing activities
was $86.6 million, driven primarily by $111.0 million attributed to draws on our
revolving line of credit. We paid dividends of $25.0 million during the six
months ended October 24, 2020. During the six months ended October 24, 2020, we
declared cash dividends totaling $0.52 per common share.
In fiscal 2021, we entered into an amendment, restatement and consolidation of
certain credit agreements with various lenders, including MUFG Bank, Ltd, as
administrative agent. This amended and restated credit agreement (the "Credit
Agreement"), dated February 16, 2021, consists of a $700.0 million revolving
credit facility and a $300.0 million term loan facility, and will mature no
later than February 2024. We used the facilities to refinance and consolidate
certain credit agreements in existence prior to the Credit Agreement being
executed, pay the fees and expenses incurred therewith, and finance our ongoing
working capital and other general corporate purposes.
As of October 30, 2021, $300.0 million was outstanding under the Credit
Agreement term loan at an interest rate of 1.34%, and $43.0 million was
outstanding under the Credit Agreement revolving credit facility at an interest
rate of 1.33%. As of April 24, 2021, $300.0 million was outstanding under the
Credit Agreement term loan at an interest rate of 1.36%, and $53.0 million was
outstanding under the Credit Agreement revolving credit facility at an interest
rate of 1.34%.
We expect the collection of deferred purchase price receivables, existing cash
balances and credit availability under existing debt facilities, less our funds
used in operations, will be sufficient to meet our working capital needs and to
finance our business over the remainder of fiscal 2022.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See Note 1 to the Condensed Consolidated Financial Statements.

© Edgar Online, source Glimpses