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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Minnesota
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41-0886515
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of exchange on which registered
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Common Stock, par value $.01
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NASDAQ Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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Fiscal Year Ended
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||||||||||
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April 28, 2018
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April 29, 2017
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April 30, 2016
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||||||
Dental
|
$
|
2,196
|
|
|
$
|
2,390
|
|
|
$
|
2,476
|
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Animal Health
|
3,243
|
|
|
3,160
|
|
|
2,862
|
|
|||
Corporate
|
27
|
|
|
43
|
|
|
49
|
|
|||
Consolidated net sales
|
$
|
5,466
|
|
|
$
|
5,593
|
|
|
$
|
5,387
|
|
•
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Broad product and service offerings at competitive prices
. We offer approximately 190,000 SKUs to our customers, including many proprietary branded products. We believe that our proprietary branded products and our competitive pricing strategy have generated a loyal customer base that is confident in our brands. Of the SKUs offered, approximately 90,000 are offered to our dental customers and approximately 100,000 are offered to our animal health customers. Our product offerings include consumables, equipment and software. Our service offerings include software and design services, repair and maintenance, and equipment financing.
|
•
|
Focus on customer relationships and exceptional customer service.
Our sales and marketing efforts are designed to establish and solidify customer relationships through personal visits by field sales representatives, interaction via phone with sales representatives, web-based activities including e-commerce and frequent direct marketing, emphasizing our broad product lines, competitive prices and ease of order placement. We focus on providing our customers with exceptional order fulfillment and a streamlined ordering process.
|
•
|
Cost-effective purchasing and efficient distribution.
We believe that cost-effective purchasing is a key element to maintaining and enhancing our position as a competitive-pricing provider of dental and animal health products. We strive to maintain optimal inventory levels to satisfy customer demand for prompt and complete order fulfillment through our distribution of products from strategically located fulfillment centers.
|
•
|
Emphasizing our value-added, full-service capabilities
. We are positioned to meet virtually all of the needs of dental practitioners, veterinarians, production animal operators and animal health product retailers by providing a broad range of consumable supplies, technology, equipment and software and value-added services. We believe our knowledgeable sales representatives can create special relationships with customers by providing an informational link to the overall industry. Our value-added strategy is further supported by our equipment specialists who offer consultation on design, equipment requirements and financing, our service technicians who perform equipment installation, maintenance and repair services, our business development professionals who provide business tools and educational programs to our customers, and our technology advisors who provide guidance on integrating technology solutions.
|
•
|
Using technology to enhance customer service.
As part of our commitment to providing superior customer service, we offer our customers easy order placement. Although we offer computerized order entry systems that we believe help establish relationships with new customers and increase loyalty among existing customers, predominant platforms for ordering today include www.pattersondental.com, www.pattersonvet.com and www.animalhealthinternational.com. The use of these methods of ordering enables our sales representatives to spend more time with existing and prospective customers. Our Internet environment includes order entry, customer support for digital and our proprietary products, customer-loyalty program reports and services, and access to articles and manufacturers’ product information. We also provide real-time customer and sales information to our sales force, managers and vendors via the Internet. In addition, the Patterson Technology Center (the “PTC”) differentiates Patterson from our competition by positioning Patterson as a single-source solution for digital components. In addition to trouble-shooting 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.
We continue to implement programs designed to improve our operating efficiencies and allow for continued sales growth. This strategy includes our continuing investment in management information systems and consolidation and leveraging of fulfillment centers and sales branches between our operating segments. In addition, we have established shared sales branch offices in several locations.
|
•
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Growing through internal expansion and acquisitions
. We intend to continue to grow by hiring established sales representatives, hiring and training skilled sales professionals, opening additional locations as needed, and acquiring other distributors in order to enter new, or more deeply penetrate existing, geographic markets, gain access to additional product lines, and expand our customer base. We believe both of our operating segments are well positioned to take advantage of expected continued consolidation in our markets.
|
|
Fiscal Year Ended
|
|||||||
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
|||
Consumable
|
57
|
%
|
|
56
|
%
|
|
56
|
%
|
Equipment and software
|
30
|
|
|
33
|
|
|
33
|
|
Other
(1)
|
13
|
|
|
11
|
|
|
11
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Consists of other value-added services, including software and design service, and maintenance and repair.
|
|
Fiscal Year Ended
|
|||||||
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
|||
Consumable
|
97
|
%
|
|
97
|
%
|
|
97
|
%
|
Equipment and software
|
2
|
|
|
2
|
|
|
2
|
|
Other
|
1
|
|
|
1
|
|
|
1
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
timing and amount of sales and marketing expenditures;
|
•
|
timing of pricing changes offered by our suppliers;
|
•
|
timing of the introduction of new products and services by our suppliers;
|
•
|
changes in or availability of supplier contracts or rebate programs;
|
•
|
supplier rebates based upon attaining certain growth goals;
|
•
|
changes in the way suppliers introduce or deliver products to market;
|
•
|
costs of developing new applications and services;
|
•
|
our ability to correctly identify customer needs and preferences and predict future needs and preferences;
|
•
|
uncertainties regarding potential significant breaches of data security or disruptions of our information technology systems;
|
•
|
unexpected regulatory actions, or government regulation generally;
|
•
|
loss of sales representatives;
|
•
|
costs related to acquisitions and/or integrations of technologies or businesses;
|
•
|
costs associated with our self-insured insurance programs;
|
•
|
general market and economic conditions, as well as those specific to the supply and distribution industry and related industries;
|
•
|
our success in establishing or maintaining business relationships;
|
•
|
unexpected difficulties of manufacturers in developing and manufacturing products;
|
•
|
product demand and availability, or product recalls by manufacturers;
|
•
|
exposure to product liability and other claims in the event that the use of the products we sell results in injury;
|
•
|
increases in shipping costs or service issues with our third-party shippers;
|
•
|
fluctuations in the value of foreign currencies;
|
•
|
changes in interest rates;
|
•
|
restructuring costs;
|
•
|
the adoption or repeal of legislation;
|
•
|
changes in accounting principles; and
|
•
|
litigation or regulatory judgments, expenses or settlements.
|
Mark S. Walchirk
|
|
52
|
|
|
President and Chief Executive Officer, Director – Patterson Companies, Inc.
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Dennis W. Goedken
|
|
56
|
|
|
Interim Chief Financial Officer and Treasurer - Patterson Companies, Inc.
|
Donald J. Zurbay
|
|
50
|
|
|
Incoming Chief Financial Officer - Patterson Companies, Inc
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Kevin M. Pohlman
|
|
55
|
|
|
President - Patterson Animal Health
|
Les B. Korsh
|
|
48
|
|
|
Vice President, General Counsel and Secretary - Patterson Companies, Inc.
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Andrea Frohning
|
|
48
|
|
|
Chief Human Resources Officer - Patterson Companies, Inc.
|
•
|
changes to laws and policies governing foreign trade;
|
•
|
greater restrictions on imports and exports;
|
•
|
changes in laws and policies governing health care;
|
•
|
tariffs and sanctions;
|
•
|
the United Kingdom’s vote to leave the European Union;
|
•
|
election results;
|
•
|
sovereign debt levels;
|
•
|
the inability of political institutions to effectively resolve actual or perceived economic, currency or budgetary crises or issues;
|
•
|
consumer confidence;
|
•
|
unemployment levels (and a corresponding increase in uninsured and underinsured population);
|
•
|
changes in regulatory requirements and tax regulations, including, without limitation, the Tax Cuts and Reform Act;
|
•
|
increases in interest rates;
|
•
|
availability of capital;
|
•
|
increases in fuel and energy costs;
|
•
|
the effect of inflation on our ability to procure products and our ability to increase prices over time;
|
•
|
changes in tax rates and the availability of certain tax deductions;
|
•
|
increases in healthcare costs;
|
•
|
the threat or outbreak of war, terrorism or public unrest; and
|
•
|
changes in laws and policies in countries where we do business.
|
•
|
timing and amount of sales and marketing expenditures;
|
•
|
timing of pricing changes offered by our suppliers;
|
•
|
timing of the introduction of new products and services by our suppliers;
|
•
|
changes in or availability of supplier contracts or rebate programs;
|
•
|
supplier rebates based upon attaining certain growth goals;
|
•
|
changes in the way suppliers introduce or deliver products to market;
|
•
|
costs of developing new applications and services;
|
•
|
our ability to correctly identify customer needs and preferences and predict future needs and preferences;
|
•
|
uncertainties regarding potential significant breaches of data security or disruptions of our information technology systems;
|
•
|
unexpected regulatory actions, or government regulation generally;
|
•
|
loss of sales representatives;
|
•
|
costs related to acquisitions and/or integrations of technologies or businesses;
|
•
|
costs associated with our self-insured insurance programs;
|
•
|
general market and economic conditions, as well as those specific to the supply and distribution industry and related industries;
|
•
|
our success in establishing or maintaining business relationships;
|
•
|
unexpected difficulties of manufacturers in developing and manufacturing products;
|
•
|
product demand and availability, or product recalls by manufacturers;
|
•
|
exposure to product liability and other claims in the event that the use of the products we sell results in injury;
|
•
|
increases in shipping costs or service issues with our third-party shippers;
|
•
|
fluctuations in the value of foreign currencies;
|
•
|
changes in interest rates;
|
•
|
restructuring costs;
|
•
|
the adoption or repeal of legislation;
|
•
|
changes in accounting principles; and
|
•
|
litigation or regulatory judgments, expenses or settlements.
|
•
|
regulate the storage and distribution, labeling, packaging, handling, reporting, record keeping, introduction, manufacturing and marketing of drugs, HCT/P products and medical devices;
|
•
|
subject us to inspection by the FDA and the DEA;
|
•
|
regulate the storage, transportation and disposal of certain of our products that are considered hazardous materials;
|
•
|
regulate the distribution and storage of pharmaceuticals and controlled substances;
|
•
|
require us to advertise and promote our drugs and devices in accordance with applicable FDA requirements;
|
•
|
require registration with the FDA and the DEA and various state agencies;
|
•
|
require record keeping and documentation of transactions involving drug products;
|
•
|
require us to design and operate a system to identify and report suspicious orders of controlled substances to the DEA;
|
•
|
require us to manage returns of products that have been recalled and subject us to inspection of our recall procedures and activities; and
|
•
|
impose reporting requirements if a pharmaceutical, HCT/P product or medical device causes serious illness, injury or death.
|
•
|
facilitate the purchase and distribution of thousands of inventory items through numerous fulfillment centers;
|
•
|
receive, process and ship orders on a timely basis;
|
•
|
accurately bill and collect from thousands of customers;
|
•
|
process payments to suppliers; and
|
•
|
provide products and services that maintain certain of our customers’ electronic medical or dental records (including protected health information of their human patients).
|
•
|
disruption, impairment or failure of data centers, telecommunications facilities or other key infrastructure platforms;
|
•
|
security breaches of, cyberattacks on and other failures or malfunctions in our critical application systems or their associated hardware; and
|
•
|
excessive costs, excessive delays or other deficiencies in systems development and deployment.
|
•
|
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 or damage of IS and subsequent clean-up and mitigation activities, including our ability to process orders, maintain proper levels of inventories, collect accounts receivable and disburse funds;
|
•
|
negative publicity resulting in reputation or brand damage with our customers, suppliers or industry peers; and
|
•
|
lawsuits for, or regulatory proceedings relating to, a breach of personal financial and health information belonging to our customers and their patients.
|
•
|
the publication of earnings estimates or other research reports and speculation in the press or investment community;
|
•
|
changes in our industry and competitors;
|
•
|
changes in government or legislation;
|
•
|
our financial condition, results of operations and cash flows and prospects;
|
•
|
stock repurchases;
|
•
|
activism by any single large shareholder or combination of shareholders;
|
•
|
any future issuances of our common stock, which may include primary offerings for cash, stock splits, issuances in connection with business acquisitions, issuances of restricted stock/units and the grant or exercise of stock options from time to time;
|
•
|
general market and economic conditions; and
|
•
|
any outbreak or escalation of hostilities in areas where we do business.
|
•
|
two dental fulfillment centers (Hawaii and Texas);
|
•
|
four animal health fulfillment centers (Alabama, Colorado and Texas (two)); and
|
•
|
seven fulfillment centers that distribute dental and animal health products (California, Florida, Indiana, Iowa, Pennsylvania, South Carolina and Washington).
|
|
High
|
|
Low
|
|
Dividends
per share
|
||||||
Fiscal 2018
|
|
|
|
|
|
||||||
First Quarter
|
$
|
48.30
|
|
|
$
|
41.75
|
|
|
$
|
0.26
|
|
Second Quarter
|
42.38
|
|
|
35.93
|
|
|
0.26
|
|
|||
Third Quarter
|
38.52
|
|
|
32.07
|
|
|
0.26
|
|
|||
Fourth Quarter
|
38.20
|
|
|
21.09
|
|
|
0.26
|
|
|||
Fiscal 2017
|
|
|
|
|
|
||||||
First Quarter
|
50.40
|
|
|
42.69
|
|
|
0.24
|
|
|||
Second Quarter
|
49.69
|
|
|
42.08
|
|
|
0.24
|
|
|||
Third Quarter
|
49.26
|
|
|
36.46
|
|
|
0.24
|
|
|||
Fourth Quarter
|
46.13
|
|
|
40.68
|
|
|
0.26
|
|
|
Fiscal Year Ending
|
||||||||||||||||
|
4/27/2013
|
|
4/26/2014
|
|
4/25/2015
|
|
4/30/2016
|
|
4/29/2017
|
|
4/28/2018
|
||||||
Patterson Companies, Inc.
|
100.00
|
|
|
111.01
|
|
|
133.20
|
|
|
122.21
|
|
|
128.19
|
|
|
70.64
|
|
S&P 500
|
100.00
|
|
|
120.27
|
|
|
139.48
|
|
|
139.05
|
|
|
163.96
|
|
|
187.24
|
|
S&P 500 Healthcare Index
|
100.00
|
|
|
122.74
|
|
|
161.45
|
|
|
153.99
|
|
|
169.52
|
|
|
191.01
|
|
Peer Group
|
100.00
|
|
|
119.46
|
|
|
143.37
|
|
|
158.44
|
|
|
162.98
|
|
|
125.86
|
|
*
|
The current composition of SIC Code 5047 – Wholesale – Medical, Dental & Hospital Equipment & Supplies – is as follows: Fuse Medical, Inc., Henry Schein, Inc., Millennium Healthcare, Inc., Owens & Minor, Inc., Cerebain Biotech Corp., Vet Online Supply, Inc. and Patterson Companies, Inc.
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
April 28,
2018
(2)
|
|
April 29,
2017
(3)
|
|
April 30,
2016
(4)
|
|
April 25,
2015
|
|
April 26,
2014
(5)
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
|
$
|
5,386,703
|
|
|
$
|
3,910,865
|
|
|
$
|
3,585,141
|
|
Cost of sales
|
4,266,317
|
|
|
4,291,730
|
|
|
4,063,955
|
|
|
2,850,316
|
|
|
2,566,444
|
|
|||||
Gross profit
|
1,199,366
|
|
|
1,301,397
|
|
|
1,322,748
|
|
|
1,060,549
|
|
|
1,018,697
|
|
|||||
Operating expenses
|
979,477
|
|
|
1,013,469
|
|
|
975,035
|
|
|
755,963
|
|
|
724,971
|
|
|||||
Operating income
|
219,889
|
|
|
287,928
|
|
|
347,713
|
|
|
304,586
|
|
|
293,726
|
|
|||||
Other expense, net
|
(40,626
|
)
|
|
(37,047
|
)
|
|
(46,020
|
)
|
|
(30,268
|
)
|
|
(32,463
|
)
|
|||||
Income from continuing operations before taxes
|
179,263
|
|
|
250,881
|
|
|
301,693
|
|
|
274,318
|
|
|
261,263
|
|
|||||
Income tax expense (benefit)
|
(21,711
|
)
|
|
77,093
|
|
|
116,009
|
|
|
94,235
|
|
|
89,931
|
|
|||||
Net income from continuing operations
|
200,974
|
|
|
173,788
|
|
|
185,684
|
|
|
180,083
|
|
|
171,332
|
|
|||||
Net income (loss) from discontinued operations
|
—
|
|
|
(2,895
|
)
|
|
1,500
|
|
|
43,178
|
|
|
29,280
|
|
|||||
Net income
|
$
|
200,974
|
|
|
$
|
170,893
|
|
|
$
|
187,184
|
|
|
$
|
223,261
|
|
|
$
|
200,612
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.16
|
|
|
$
|
1.82
|
|
|
$
|
1.90
|
|
|
$
|
1.81
|
|
|
$
|
1.69
|
|
Discontinued operations
(1)
|
—
|
|
|
(0.03
|
)
|
|
0.01
|
|
|
0.43
|
|
|
0.28
|
|
|||||
Net diluted earnings per share
|
$
|
2.16
|
|
|
$
|
1.79
|
|
|
$
|
1.91
|
|
|
$
|
2.24
|
|
|
$
|
1.97
|
|
Weighted average shares - diluted
|
93,094
|
|
|
95,567
|
|
|
97,902
|
|
|
99,694
|
|
|
101,643
|
|
|||||
Dividends per common share
|
$
|
1.04
|
|
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
$
|
0.68
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
864,343
|
|
|
$
|
899,662
|
|
|
$
|
918,206
|
|
|
$
|
995,540
|
|
|
$
|
872,254
|
|
Total assets
|
3,471,664
|
|
|
3,507,913
|
|
|
3,520,804
|
|
|
2,945,248
|
|
|
2,863,191
|
|
|||||
Total long-term debt
|
922,030
|
|
|
998,272
|
|
|
1,022,155
|
|
|
722,542
|
|
|
723,514
|
|
|||||
Stockholders’ equity
|
1,461,790
|
|
|
1,394,433
|
|
|
1,441,746
|
|
|
1,514,123
|
|
|
1,471,664
|
|
(1)
|
Fiscal 2014 includes a pre-tax restructuring charge of $15.4 million, or $0.13 per diluted share on an after-tax basis.
|
(2)
|
Fiscal 2018 includes a provisional discrete net tax benefit of $76.6 million recorded related to the enactment of comprehensive tax legislation by the U.S. government. See Note 11 to the Consolidated Financial Statements for additional information.
|
(3)
|
Fiscal 2017 includes a pre-tax non-cash impairment charge of
$36.3
million, or $23.0 million after taxes or $0.24 per diluted share. See Note 3 to the Consolidated Financial Statements for additional information.
|
(4)
|
In June 2015, we acquired Animal Health International, Inc. Prior to our acquisition, Animal Health International, Inc. generated sales and earnings before interest, income taxes, depreciation and amortization of $1.5 billion and $68 million, respectively, during the 12 months ended March 2015. In connection with this acquisition, we incurred pre-tax transaction costs of $13.7 million, or $0.11 per diluted share from continuing operations on an after-tax basis. Also in fiscal 2016, we approved a one-time repatriation of approximately $200.0 million of foreign earnings. This one-time repatriation reduced the overall cost of funding the acquisition of Animal Health International, Inc. In addition, certain foreign cash at Patterson Medical was required to be repatriated as part of the sale transaction. The continuing operations tax impact of $12.3 million from the repatriation was recorded during fiscal 2016. See Note 11 to the Consolidated Financial Statements for additional information.
|
(5)
|
In August 2013, we acquired National Veterinary Services Limited ("NVS"), which had revenues of more than £315 million, or approximately $493 million, in its fiscal year ended June 30, 2013 prior to acquisition. NVS results beginning on the date of the acquisition are included in continuing operations.
|
|
Fiscal Year Ended
|
|||||||
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
78.1
|
|
|
76.7
|
|
|
75.4
|
|
Gross profit
|
21.9
|
|
|
23.3
|
|
|
24.6
|
|
Operating expenses
|
17.9
|
|
|
18.2
|
|
|
18.1
|
|
Operating income from continuing operations
|
4.0
|
|
|
5.1
|
|
|
6.5
|
|
Other income (expense)
|
(0.7
|
)
|
|
(0.6
|
)
|
|
(0.9
|
)
|
Income from continuing operations before taxes
|
3.3
|
|
|
4.5
|
|
|
5.6
|
|
Income tax expense (benefit)
|
(0.4
|
)
|
|
1.4
|
|
|
2.2
|
|
Net income from continuing operations
|
3.7
|
%
|
|
3.1
|
%
|
|
3.4
|
%
|
|
Payments due by year
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt principal
|
$
|
1,001,633
|
|
|
$
|
76,598
|
|
|
$
|
53,483
|
|
|
$
|
371,552
|
|
|
$
|
500,000
|
|
Long-term debt interest
|
201,930
|
|
|
36,780
|
|
|
67,372
|
|
|
48,213
|
|
|
49,565
|
|
|||||
Operating leases
|
74,287
|
|
|
21,688
|
|
|
32,285
|
|
|
16,649
|
|
|
3,665
|
|
|||||
Total
|
$
|
1,277,850
|
|
|
$
|
135,066
|
|
|
$
|
153,140
|
|
|
$
|
436,414
|
|
|
$
|
553,230
|
|
|
Fiscal Year Ended
|
|||||||
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
|||
DSO
(1)
|
53.1
|
|
|
55.1
|
|
|
49.3
|
|
Inventory turnover
|
5.2
|
|
|
6.0
|
|
|
7.1
|
|
(1)
|
Calculation includes approximately $1 million, $50 million and $18 million as of
April 28, 2018
,
April 29, 2017
and
April 30, 2016
, respectively, of receivables from finance contracts received from customers related to certain financing promotions.
|
|
April 28, 2018
|
|
April 29, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,984
|
|
|
$
|
94,959
|
|
Receivables, net of allowance for doubtful accounts of $9,537 and $9,342
|
826,877
|
|
|
884,803
|
|
||
Inventory
|
779,834
|
|
|
711,903
|
|
||
Prepaid expenses and other current assets
|
103,029
|
|
|
111,928
|
|
||
Total current assets
|
1,772,724
|
|
|
1,803,593
|
|
||
Property and equipment, net
|
290,590
|
|
|
298,452
|
|
||
Long-term receivables, net
|
135,175
|
|
|
101,529
|
|
||
Goodwill
|
815,977
|
|
|
813,547
|
|
||
Identifiable intangibles, net
|
389,424
|
|
|
425,436
|
|
||
Other non-current assets
|
67,774
|
|
|
65,356
|
|
||
Total assets
|
$
|
3,471,664
|
|
|
$
|
3,507,913
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
610,368
|
|
|
$
|
616,859
|
|
Accrued payroll expense
|
69,099
|
|
|
56,881
|
|
||
Other accrued liabilities
|
136,316
|
|
|
156,437
|
|
||
Current maturities of long-term debt
|
76,598
|
|
|
14,754
|
|
||
Borrowings on revolving credit
|
16,000
|
|
|
59,000
|
|
||
Total current liabilities
|
908,381
|
|
|
903,931
|
|
||
Long-term debt
|
922,030
|
|
|
998,272
|
|
||
Deferred income taxes
|
152,104
|
|
|
191,686
|
|
||
Other non-current liabilities
|
27,359
|
|
|
19,591
|
|
||
Total liabilities
|
2,009,874
|
|
|
2,113,480
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $.01 par value: 600,000 shares authorized; 94,756 and 96,534 shares issued and outstanding
|
948
|
|
|
966
|
|
||
Additional paid-in capital
|
103,776
|
|
|
72,973
|
|
||
Accumulated other comprehensive loss
|
(74,974
|
)
|
|
(92,669
|
)
|
||
Retained earnings
|
1,497,766
|
|
|
1,481,234
|
|
||
Unearned ESOP shares
|
(65,726
|
)
|
|
(68,071
|
)
|
||
Total stockholders’ equity
|
1,461,790
|
|
|
1,394,433
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,471,664
|
|
|
$
|
3,507,913
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
||||||
Net sales
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
|
$
|
5,386,703
|
|
Cost of sales
|
4,266,317
|
|
|
4,291,730
|
|
|
4,063,955
|
|
|||
Gross profit
|
1,199,366
|
|
|
1,301,397
|
|
|
1,322,748
|
|
|||
Operating expenses
|
979,477
|
|
|
1,013,469
|
|
|
975,035
|
|
|||
Operating income from continuing operations
|
219,889
|
|
|
287,928
|
|
|
347,713
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Other income, net
|
6,117
|
|
|
6,013
|
|
|
4,045
|
|
|||
Interest expense
|
(46,743
|
)
|
|
(43,060
|
)
|
|
(50,065
|
)
|
|||
Income from continuing operations before taxes
|
179,263
|
|
|
250,881
|
|
|
301,693
|
|
|||
Income tax expense (benefit)
|
(21,711
|
)
|
|
77,093
|
|
|
116,009
|
|
|||
Net income from continuing operations
|
200,974
|
|
|
173,788
|
|
|
185,684
|
|
|||
Net income (loss) from discontinued operations
|
—
|
|
|
(2,895
|
)
|
|
1,500
|
|
|||
Net income
|
$
|
200,974
|
|
|
$
|
170,893
|
|
|
$
|
187,184
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.17
|
|
|
$
|
1.83
|
|
|
$
|
1.91
|
|
Discontinued operations
|
—
|
|
|
(0.03
|
)
|
|
0.02
|
|
|||
Net basic earnings per share
|
$
|
2.17
|
|
|
$
|
1.80
|
|
|
$
|
1.93
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.16
|
|
|
$
|
1.82
|
|
|
$
|
1.90
|
|
Discontinued operations
|
—
|
|
|
(0.03
|
)
|
|
0.01
|
|
|||
Net diluted earnings per share
|
$
|
2.16
|
|
|
$
|
1.79
|
|
|
$
|
1.91
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
92,467
|
|
|
94,897
|
|
|
97,222
|
|
|||
Diluted
|
93,094
|
|
|
95,567
|
|
|
97,902
|
|
|||
Dividends declared per common share
|
$
|
1.04
|
|
|
$
|
0.98
|
|
|
$
|
0.90
|
|
Comprehensive income
|
|
|
|
|
|
||||||
Net income
|
$
|
200,974
|
|
|
$
|
170,893
|
|
|
$
|
187,184
|
|
Foreign currency translation gain (loss)
|
15,824
|
|
|
(26,450
|
)
|
|
(9,552
|
)
|
|||
Cash flow hedges, net of tax
|
1,871
|
|
|
1,745
|
|
|
1,934
|
|
|||
Comprehensive income
|
$
|
218,669
|
|
|
$
|
146,188
|
|
|
$
|
179,566
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Unearned
ESOP
Shares
|
|
Total
|
|||||||||||||||
|
Number
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at April 25, 2015
|
103,278
|
|
|
$
|
1,033
|
|
|
$
|
21,026
|
|
|
$
|
(60,346
|
)
|
|
$
|
1,630,148
|
|
|
$
|
(77,738
|
)
|
|
$
|
1,514,123
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,552
|
)
|
|
—
|
|
|
—
|
|
|
(9,552
|
)
|
||||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
1,934
|
|
|
—
|
|
|
—
|
|
|
1,934
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187,184
|
|
|
—
|
|
|
187,184
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,218
|
)
|
|
—
|
|
|
(88,218
|
)
|
||||||
Common stock issued and related tax benefits
|
208
|
|
|
2
|
|
|
12,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,877
|
|
||||||
Repurchases of common stock
|
(4,379
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(199,956
|
)
|
|
—
|
|
|
(200,000
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
14,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,576
|
|
||||||
ESOP activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,822
|
|
|
8,822
|
|
||||||
Balance at April 30, 2016
|
99,107
|
|
|
991
|
|
|
48,477
|
|
|
(67,964
|
)
|
|
1,529,158
|
|
|
(68,916
|
)
|
|
1,441,746
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,450
|
)
|
|
—
|
|
|
—
|
|
|
(26,450
|
)
|
||||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
1,745
|
|
|
—
|
|
|
—
|
|
|
1,745
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,893
|
|
|
—
|
|
|
170,893
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,461
|
)
|
|
—
|
|
|
(93,461
|
)
|
||||||
Common stock issued and related tax benefits
|
282
|
|
|
3
|
|
|
6,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,789
|
|
||||||
Repurchases of common stock
|
(2,855
|
)
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(125,356
|
)
|
|
—
|
|
|
(125,384
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
17,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,710
|
|
||||||
ESOP activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
845
|
|
|
845
|
|
||||||
Balance at April 29, 2017
|
96,534
|
|
|
966
|
|
|
72,973
|
|
|
(92,669
|
)
|
|
1,481,234
|
|
|
(68,071
|
)
|
|
1,394,433
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
15,824
|
|
|
—
|
|
|
—
|
|
|
15,824
|
|
||||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
1,871
|
|
|
—
|
|
|
—
|
|
|
1,871
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,974
|
|
|
—
|
|
|
200,974
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,964
|
)
|
|
—
|
|
|
(96,964
|
)
|
||||||
Common stock issued and related tax benefits
|
369
|
|
|
4
|
|
|
12,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,407
|
|
||||||
Repurchases of common stock
|
(2,147
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(87,478
|
)
|
|
—
|
|
|
(87,500
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
18,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,400
|
|
||||||
ESOP activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,345
|
|
|
2,345
|
|
||||||
Balance at April 28, 2018
|
94,756
|
|
|
$
|
948
|
|
|
$
|
103,776
|
|
|
$
|
(74,974
|
)
|
|
$
|
1,497,766
|
|
|
$
|
(65,726
|
)
|
|
$
|
1,461,790
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
200,974
|
|
|
$
|
170,893
|
|
|
$
|
187,184
|
|
Net income (loss) from discontinued operations
|
—
|
|
|
(2,895
|
)
|
|
1,500
|
|
|||
Net income from continuing operations
|
200,974
|
|
|
173,788
|
|
|
185,684
|
|
|||
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
45,115
|
|
|
40,004
|
|
|
34,315
|
|
|||
Amortization
|
38,701
|
|
|
43,814
|
|
|
48,068
|
|
|||
Intangible asset impairment
|
—
|
|
|
36,312
|
|
|
—
|
|
|||
Bad debt expense
|
6,280
|
|
|
1,642
|
|
|
8,246
|
|
|||
Non-cash employee compensation
|
36,532
|
|
|
19,025
|
|
|
28,851
|
|
|||
Accelerated amortization of debt issuance costs on early retirement of debt
|
—
|
|
|
60
|
|
|
5,153
|
|
|||
Deferred income taxes
|
(41,058
|
)
|
|
(13,713
|
)
|
|
(16,034
|
)
|
|||
Change in assets and liabilities, net of acquired:
|
|
|
|
|
|
||||||
Receivables
|
60,211
|
|
|
(103,181
|
)
|
|
(57,249
|
)
|
|||
Inventory
|
(60,475
|
)
|
|
(961
|
)
|
|
(118,351
|
)
|
|||
Accounts payable
|
(12,103
|
)
|
|
59,654
|
|
|
119,690
|
|
|||
Accrued liabilities
|
(24,726
|
)
|
|
(9,009
|
)
|
|
(4,055
|
)
|
|||
Long term receivables
|
(83,445
|
)
|
|
(63,976
|
)
|
|
(38,882
|
)
|
|||
Other changes from operating activities, net
|
12,889
|
|
|
(17,845
|
)
|
|
(563
|
)
|
|||
Net cash provided by operating activities- continuing operations
|
178,895
|
|
|
165,614
|
|
|
194,873
|
|
|||
Net cash used in operating activities- discontinued operations
|
—
|
|
|
(2,895
|
)
|
|
(38,544
|
)
|
|||
Net cash provided by operating activities
|
178,895
|
|
|
162,719
|
|
|
156,329
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(43,263
|
)
|
|
(47,019
|
)
|
|
(79,354
|
)
|
|||
Acquisitions and equity investments, net of cash assumed
|
—
|
|
|
—
|
|
|
(1,106,583
|
)
|
|||
Collection of deferred purchase price receivables
|
49,650
|
|
|
51,402
|
|
|
22,320
|
|
|||
Proceeds from sale of securities
|
—
|
|
|
—
|
|
|
48,744
|
|
|||
Other investing activities
|
10,600
|
|
|
(3,190
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities- continuing operations
|
16,987
|
|
|
1,193
|
|
|
(1,114,873
|
)
|
|||
Net cash provided by investing activities- discontinued operations
|
—
|
|
|
—
|
|
|
714,239
|
|
|||
Net cash provided by (used in) investing activities
|
16,987
|
|
|
1,193
|
|
|
(400,634
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Dividends paid
|
(99,199
|
)
|
|
(95,910
|
)
|
|
(90,597
|
)
|
|||
Repurchases of common stock
|
(87,500
|
)
|
|
(125,384
|
)
|
|
(200,000
|
)
|
|||
Proceeds from issuance of long-term debt
|
150,000
|
|
|
—
|
|
|
1,000,000
|
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(11,600
|
)
|
|||
Debt amendment costs
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|||
Retirement of long-term debt
|
(164,754
|
)
|
|
(26,238
|
)
|
|
(682,375
|
)
|
|||
Draw on (payment on) revolver
|
(43,000
|
)
|
|
39,000
|
|
|
20,000
|
|
|||
Other financing activities
|
14,291
|
|
|
7,635
|
|
|
7,441
|
|
|||
Net cash provided by (used in) financing activities
|
(230,162
|
)
|
|
(202,163
|
)
|
|
42,869
|
|
|||
Effect of exchange rate changes on cash
|
2,305
|
|
|
(4,243
|
)
|
|
(8,371
|
)
|
|||
Net decrease in cash and cash equivalents
|
(31,975
|
)
|
|
(42,494
|
)
|
|
(209,807
|
)
|
|||
Cash and cash equivalents at beginning of period
|
94,959
|
|
|
137,453
|
|
|
347,260
|
|
|||
Cash and cash equivalents at end of period
|
$
|
62,984
|
|
|
$
|
94,959
|
|
|
$
|
137,453
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
19,611
|
|
|
$
|
108,394
|
|
|
$
|
151,662
|
|
Interest paid
|
36,504
|
|
|
34,972
|
|
|
37,883
|
|
|
Fiscal Year Ended
|
|||||||
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
|||
Denominator
|
|
|
|
|
|
|||
Denominator for basic EPS – weighted average shares
|
92,467
|
|
|
94,897
|
|
|
97,222
|
|
Effect of dilutive securities – stock options, restricted stock and stock purchase plans
|
627
|
|
|
670
|
|
|
680
|
|
Denominator for diluted EPS – weighted average shares
|
93,094
|
|
|
95,567
|
|
|
97,902
|
|
|
April 28, 2018
|
|
April 29, 2017
|
||||
Cash on hand
|
$
|
56,334
|
|
|
$
|
88,161
|
|
Money market funds
|
6,650
|
|
|
6,798
|
|
||
Total
|
$
|
62,984
|
|
|
$
|
94,959
|
|
|
Balance at April 29, 2017
|
|
Activity
|
|
Balance at April 28, 2018
|
||||||
Dental
|
$
|
138,289
|
|
|
$
|
1,365
|
|
|
$
|
139,654
|
|
Animal Health
|
675,258
|
|
|
1,065
|
|
|
676,323
|
|
|||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
813,547
|
|
|
$
|
2,430
|
|
|
$
|
815,977
|
|
|
April 28, 2018
|
|
April 29, 2017
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Unamortized - indefinite lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Copyrights, trade names and trademarks
|
$
|
29,900
|
|
|
$
|
—
|
|
|
$
|
29,900
|
|
|
$
|
29,900
|
|
|
$
|
—
|
|
|
$
|
29,900
|
|
Amortized - definite lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
355,488
|
|
|
91,374
|
|
|
264,114
|
|
|
353,237
|
|
|
67,483
|
|
|
285,754
|
|
||||||
Trade names and trademarks
|
129,973
|
|
|
49,545
|
|
|
80,428
|
|
|
129,426
|
|
|
35,580
|
|
|
93,846
|
|
||||||
Developed technology and other
|
55,326
|
|
|
40,344
|
|
|
14,982
|
|
|
54,209
|
|
|
38,273
|
|
|
15,936
|
|
||||||
Total amortized intangible assets
|
540,787
|
|
|
181,263
|
|
|
359,524
|
|
|
536,872
|
|
|
141,336
|
|
|
395,536
|
|
||||||
Total identifiable intangible assets
|
$
|
570,687
|
|
|
$
|
181,263
|
|
|
$
|
389,424
|
|
|
$
|
566,772
|
|
|
$
|
141,336
|
|
|
$
|
425,436
|
|
|
April 28, 2018
|
|
April 29, 2017
|
||||
Land
|
$
|
10,227
|
|
|
$
|
11,518
|
|
Buildings
|
104,720
|
|
|
110,807
|
|
||
Leasehold improvements
|
26,624
|
|
|
25,173
|
|
||
Furniture and equipment
|
171,197
|
|
|
159,886
|
|
||
Computer hardware and software
|
211,453
|
|
|
206,402
|
|
||
Construction-in-progress
(1)
|
59,691
|
|
|
36,211
|
|
||
Property and equipment, gross
|
583,912
|
|
|
549,997
|
|
||
Accumulated depreciation
|
(293,322
|
)
|
|
(251,545
|
)
|
||
Property and equipment, net
|
$
|
290,590
|
|
|
$
|
298,452
|
|
(1)
|
Includes
$43,026
and
$27,954
of unamortized computer software development costs of software to be sold as of
April 28, 2018
and
April 29, 2017
, respectively.
|
|
|
|
Carrying Value
|
|||||||
|
Interest Rate
|
|
April 28, 2018
|
|
April 29, 2017
|
|||||
Senior notes due fiscal 2018
(1)
|
5.75
|
%
|
|
$
|
—
|
|
|
$
|
150,000
|
|
Senior notes due fiscal 2019
(2)
|
2.95
|
%
|
|
60,000
|
|
|
60,000
|
|
||
Senior notes due fiscal 2022
(2)
|
3.59
|
%
|
|
165,000
|
|
|
165,000
|
|
||
Senior notes due fiscal 2024
(2)
|
3.74
|
%
|
|
100,000
|
|
|
100,000
|
|
||
Senior notes due fiscal 2025
(3)
|
3.48
|
%
|
|
250,000
|
|
|
250,000
|
|
||
Senior notes due fiscal 2028
(4)
|
3.79
|
%
|
|
150,000
|
|
|
—
|
|
||
Term loan due fiscal 2022
(5)
|
3.40
|
%
|
|
276,633
|
|
|
291,387
|
|
||
Less: Deferred debt issuance costs
|
|
|
(3,005
|
)
|
|
(3,361
|
)
|
|||
Total debt
|
|
|
998,628
|
|
|
1,013,026
|
|
|||
Less: Current maturities of long-term debt
|
|
|
(76,598
|
)
|
|
(14,754
|
)
|
|||
Long-term debt
|
|
|
$
|
922,030
|
|
|
$
|
998,272
|
|
(1)
|
Issued in March 2008.
|
(2)
|
Issued in December 2011.
|
(3)
|
Issued in March 2015.
|
(4)
|
Issued in March 2018.
|
(5)
|
Issued in June 2015, amended in January 2017. Interest rate is LIBOR plus
1.50%
as of
April 28, 2018
.
|
Fiscal Year
|
|
||
2019
|
$
|
76,598
|
|
2020
|
23,975
|
|
|
2021
|
29,508
|
|
|
2022
|
371,552
|
|
|
2023
|
—
|
|
|
Thereafter
|
500,000
|
|
|
Total
|
$
|
1,001,633
|
|
Derivative type
|
Classification
|
|
April 28, 2018
|
|
April 29, 2017
|
||||
Assets:
|
|
|
|
|
|
||||
Interest rate cap agreements
|
Other noncurrent assets
|
|
$
|
1,613
|
|
|
$
|
1,188
|
|
Liabilities:
|
|
|
|
|
|
||||
Interest rate cap agreements
|
Other noncurrent liabilities
|
|
$
|
1,613
|
|
|
$
|
1,188
|
|
|
|
|
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
|
||||||||||
|
|
|
Fiscal Year Ended
|
||||||||||
Derivatives in cash flow hedging relationships
|
Income statement location
|
|
April 28, 2018
|
|
April 29, 2017
|
|
April 30, 2016
|
||||||
Interest rate swap
|
Interest expense
|
|
$
|
(2,809
|
)
|
|
$
|
(2,802
|
)
|
|
$
|
(2,817
|
)
|
|
|
|
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.
|
|
April 28, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
6,650
|
|
|
$
|
6,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred purchase price receivable
|
150,404
|
|
|
—
|
|
|
—
|
|
|
150,404
|
|
||||
Derivative instruments
|
1,613
|
|
|
—
|
|
|
1,613
|
|
|
—
|
|
||||
Total assets
|
$
|
158,667
|
|
|
$
|
6,650
|
|
|
$
|
1,613
|
|
|
$
|
150,404
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
1,613
|
|
|
$
|
—
|
|
|
$
|
1,613
|
|
|
$
|
—
|
|
|
April 29, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
6,798
|
|
|
$
|
6,798
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred purchase price receivable
|
119,798
|
|
|
—
|
|
|
—
|
|
|
119,798
|
|
||||
Derivative instruments
|
1,188
|
|
|
—
|
|
|
1,188
|
|
|
—
|
|
||||
Total assets
|
$
|
127,784
|
|
|
$
|
6,798
|
|
|
$
|
1,188
|
|
|
$
|
119,798
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
1,188
|
|
|
$
|
—
|
|
|
$
|
1,188
|
|
|
$
|
—
|
|
2019
|
$
|
21,688
|
|
2020
|
18,121
|
|
|
2021
|
14,164
|
|
|
2022
|
10,593
|
|
|
2023
|
6,056
|
|
|
Thereafter
|
3,665
|
|
|
Total
|
$
|
74,287
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Income from continuing operations before taxes
|
|
|
|
|
|
||||||
United States
|
$
|
144,278
|
|
|
$
|
217,529
|
|
|
$
|
270,501
|
|
International
|
34,985
|
|
|
33,352
|
|
|
31,192
|
|
|||
Total
|
$
|
179,263
|
|
|
$
|
250,881
|
|
|
$
|
301,693
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
5,876
|
|
|
$
|
72,339
|
|
|
$
|
105,104
|
|
Foreign
|
11,228
|
|
|
9,100
|
|
|
11,690
|
|
|||
State
|
2,243
|
|
|
9,367
|
|
|
15,249
|
|
|||
Total current expense
|
19,347
|
|
|
90,806
|
|
|
132,043
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(45,177
|
)
|
|
(11,802
|
)
|
|
(14,308
|
)
|
|||
Foreign
|
(743
|
)
|
|
(28
|
)
|
|
323
|
|
|||
State
|
4,862
|
|
|
(1,883
|
)
|
|
(2,049
|
)
|
|||
Total deferred benefit
|
(41,058
|
)
|
|
(13,713
|
)
|
|
(16,034
|
)
|
|||
Income tax expense (benefit)
|
$
|
(21,711
|
)
|
|
$
|
77,093
|
|
|
$
|
116,009
|
|
|
April 28,
2018 |
|
April 29,
2017 |
||||
Deferred tax assets:
|
|
|
|
||||
Capital accumulation plan
|
$
|
4,862
|
|
|
$
|
7,676
|
|
Inventory related items
|
4,407
|
|
|
6,236
|
|
||
Bad debt allowance
|
1,052
|
|
|
2,317
|
|
||
Stock based compensation expense
|
6,514
|
|
|
8,663
|
|
||
Interest rate swap
|
4,712
|
|
|
8,656
|
|
||
Foreign tax credit
|
8,472
|
|
|
8,917
|
|
||
Other
|
11,748
|
|
|
14,269
|
|
||
Gross deferred tax assets
|
41,767
|
|
|
56,734
|
|
||
Less: Valuation allowance
|
(13,830
|
)
|
|
(14,053
|
)
|
||
Total net deferred tax assets
|
27,937
|
|
|
42,681
|
|
||
Deferred tax liabilities
|
|
|
|
||||
LIFO reserve
|
(19,727
|
)
|
|
(25,833
|
)
|
||
Amortizable intangibles
|
(84,778
|
)
|
|
(133,037
|
)
|
||
Goodwill
|
(41,635
|
)
|
|
(61,108
|
)
|
||
Property, plant, equipment
|
(33,376
|
)
|
|
(14,389
|
)
|
||
Total deferred tax liabilities
|
(179,516
|
)
|
|
(234,367
|
)
|
||
Deferred net long-term income tax liability
|
$
|
(151,579
|
)
|
|
$
|
(191,686
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Tax at U.S. statutory rate
|
$
|
54,674
|
|
|
$
|
87,807
|
|
|
$
|
105,593
|
|
State tax provision, net of federal benefit
|
4,650
|
|
|
5,217
|
|
|
7,364
|
|
|||
Effect of foreign taxes
|
(186
|
)
|
|
(2,602
|
)
|
|
(1,195
|
)
|
|||
Permanent differences
|
(4,219
|
)
|
|
(6,861
|
)
|
|
(3,693
|
)
|
|||
Tax on dividends, net of foreign tax credit
|
—
|
|
|
(2,406
|
)
|
|
12,300
|
|
|||
Tax reform
|
(76,648
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
18
|
|
|
(4,062
|
)
|
|
(4,360
|
)
|
|||
Income tax expense (benefit)
|
$
|
(21,711
|
)
|
|
$
|
77,093
|
|
|
$
|
116,009
|
|
|
April 28,
2018 |
|
April 29,
2017 |
||||
Balance at beginning of period
|
$
|
14,211
|
|
|
$
|
13,560
|
|
Additions for tax positions related to the current year
|
1,713
|
|
|
1,900
|
|
||
Additions for tax positions of prior years
|
232
|
|
|
418
|
|
||
Reductions for tax positions of prior years
|
(475
|
)
|
|
(194
|
)
|
||
Statute expirations
|
(1,284
|
)
|
|
(1,145
|
)
|
||
Settlements
|
(170
|
)
|
|
(328
|
)
|
||
Balance at end of period
|
$
|
14,227
|
|
|
$
|
14,211
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Net sales
|
|
|
|
|
|
||||||
Dental
|
$
|
2,196,078
|
|
|
$
|
2,390,219
|
|
|
$
|
2,476,234
|
|
Animal Health
|
3,242,564
|
|
|
3,159,826
|
|
|
2,862,249
|
|
|||
Corporate
|
27,041
|
|
|
43,082
|
|
|
48,220
|
|
|||
Consolidated net sales
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
|
$
|
5,386,703
|
|
Operating income (loss)
|
|
|
|
|
|
||||||
Dental
|
$
|
229,201
|
|
|
$
|
263,671
|
|
|
$
|
312,176
|
|
Animal Health
|
78,058
|
|
|
88,132
|
|
|
94,318
|
|
|||
Corporate
|
(87,370
|
)
|
|
(63,875
|
)
|
|
(58,781
|
)
|
|||
Consolidated operating income
|
$
|
219,889
|
|
|
$
|
287,928
|
|
|
$
|
347,713
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||
Dental
|
$
|
7,435
|
|
|
$
|
11,840
|
|
|
$
|
18,903
|
|
Animal Health
|
50,892
|
|
|
50,144
|
|
|
44,243
|
|
|||
Corporate
|
25,489
|
|
|
21,834
|
|
|
19,237
|
|
|||
Consolidated depreciation and amortization
|
$
|
83,816
|
|
|
$
|
83,818
|
|
|
$
|
82,383
|
|
|
|
|
|
|
|
||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
|
||||||
Total assets
|
|
|
|
|
|
||||||
Dental
|
$
|
853,555
|
|
|
$
|
863,970
|
|
|
|
||
Animal Health
|
2,128,800
|
|
|
2,119,512
|
|
|
|
||||
Corporate
|
489,309
|
|
|
524,431
|
|
|
|
||||
Total assets
|
$
|
3,471,664
|
|
|
$
|
3,507,913
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Consolidated
|
|
|
|
|
|
||||||
Consumable
|
$
|
4,415,643
|
|
|
$
|
4,400,888
|
|
|
$
|
4,153,921
|
|
Equipment and software
|
709,253
|
|
|
834,526
|
|
|
857,001
|
|
|||
Other
|
340,787
|
|
|
357,713
|
|
|
375,781
|
|
|||
Total
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
|
$
|
5,386,703
|
|
Dental
|
|
|
|
|
|
||||||
Consumable
|
$
|
1,251,642
|
|
|
$
|
1,321,764
|
|
|
$
|
1,378,886
|
|
Equipment and software
|
660,355
|
|
|
780,868
|
|
|
806,993
|
|
|||
Other
|
284,081
|
|
|
287,587
|
|
|
290,355
|
|
|||
Total
|
$
|
2,196,078
|
|
|
$
|
2,390,219
|
|
|
$
|
2,476,234
|
|
Animal Health
|
|
|
|
|
|
||||||
Consumable
|
$
|
3,164,001
|
|
|
$
|
3,079,124
|
|
|
$
|
2,775,035
|
|
Equipment and software
|
48,898
|
|
|
53,658
|
|
|
50,008
|
|
|||
Other
|
29,665
|
|
|
27,044
|
|
|
37,206
|
|
|||
Total
|
$
|
3,242,564
|
|
|
$
|
3,159,826
|
|
|
$
|
2,862,249
|
|
Corporate
|
|
|
|
|
|
||||||
Other
|
27,041
|
|
|
43,082
|
|
|
48,220
|
|
|||
Total
|
$
|
27,041
|
|
|
$
|
43,082
|
|
|
$
|
48,220
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Net sales
|
|
|
|
|
|
||||||
United States
|
$
|
4,537,326
|
|
|
$
|
4,725,322
|
|
|
$
|
4,457,254
|
|
United Kingdom
|
583,057
|
|
|
547,968
|
|
|
626,603
|
|
|||
Canada
|
345,300
|
|
|
319,837
|
|
|
302,846
|
|
|||
Total
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
|
$
|
5,386,703
|
|
|
|
|
|
|
|
||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
|
||||||
Property and equipment, net
|
|
|
|
|
|
||||||
United States
|
$
|
278,508
|
|
|
$
|
286,178
|
|
|
|
||
United Kingdom
|
1,773
|
|
|
1,947
|
|
|
|
||||
Canada
|
10,309
|
|
|
10,327
|
|
|
|
||||
Total
|
$
|
290,590
|
|
|
$
|
298,452
|
|
|
|
|
Quarter
|
||||||||||||||
Fiscal year
|
1
|
|
2
|
|
3
|
|
4
|
||||||||
2018
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
2017
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.26
|
|
||||
2016
|
0.22
|
|
|
0.22
|
|
|
0.22
|
|
|
0.24
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Expected dividend yield
|
2.2
|
%
|
|
2.0
|
%
|
|
1.8
|
%
|
|||
Expected stock price volatility
|
21.6
|
%
|
|
21.2
|
%
|
|
25.6
|
%
|
|||
Risk-free interest rate
|
1.9
|
%
|
|
1.2
|
%
|
|
2.1
|
%
|
|||
Expected life (years)
|
6.6
|
|
|
6.6
|
|
|
6.7
|
|
|||
Weighted average grant date fair value per share
|
$
|
8.18
|
|
|
$
|
8.32
|
|
|
$
|
9.66
|
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate Intrinsic
Value
|
|||||
Balance as of April 29, 2017
|
1,192
|
|
|
$
|
52.12
|
|
|
|
||
Granted
|
200
|
|
|
44.09
|
|
|
|
|||
Exercised
|
(9
|
)
|
|
36.71
|
|
|
|
|||
Canceled
|
(177
|
)
|
|
52.90
|
|
|
|
|||
Balance as of April 28, 2018
|
1,206
|
|
|
$
|
50.82
|
|
|
$
|
31
|
|
Vested or expected to vest as of April 28, 2018
|
914
|
|
|
$
|
49.64
|
|
|
$
|
31
|
|
Exercisable as of April 28, 2018
|
87
|
|
|
$
|
37.38
|
|
|
$
|
31
|
|
|
Restricted Stock Awards
|
|||||
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Outstanding at April 29, 2017
|
479
|
|
|
$
|
38.41
|
|
Granted
|
24
|
|
|
37.94
|
|
|
Vested
|
(132
|
)
|
|
34.69
|
|
|
Forfeitures
|
(67
|
)
|
|
37.80
|
|
|
Outstanding at April 28, 2018
|
304
|
|
|
$
|
40.13
|
|
|
Restricted Stock Units
|
|||||
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|||
Outstanding at April 29, 2017
|
304
|
|
|
$
|
47.50
|
|
Granted
|
330
|
|
|
44.48
|
|
|
Vested
|
(43
|
)
|
|
47.19
|
|
|
Forfeitures
|
(50
|
)
|
|
46.80
|
|
|
Outstanding at April 28, 2018
|
541
|
|
|
$
|
45.74
|
|
|
Performance Unit Awards
|
|||||
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Outstanding at April 29, 2017
|
230
|
|
|
$
|
50.88
|
|
Granted
|
102
|
|
|
45.86
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeitures and cancellations
|
(96
|
)
|
|
43.67
|
|
|
Outstanding at April 28, 2018
|
236
|
|
|
$
|
51.66
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Expected dividend yield
|
2.8
|
%
|
|
2.3
|
%
|
|
2.0
|
%
|
|||
Expected stock price volatility
|
28.1
|
%
|
|
32.9
|
%
|
|
21.1
|
%
|
|||
Risk-free interest rate
|
1.7
|
%
|
|
0.7
|
%
|
|
0.5
|
%
|
|||
Expected life (years)
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|||
Weighted average grant date fair value per share
|
$
|
8.73
|
|
|
$
|
10.33
|
|
|
$
|
9.16
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 28,
2018 |
|
April 29,
2017 |
|
April 30,
2016 |
||||||
Expected dividend yield
|
2.8
|
%
|
|
2.3
|
%
|
|
2.0
|
%
|
|||
Expected stock price volatility
|
24.4
|
%
|
|
28.3
|
%
|
|
19.7
|
%
|
|||
Risk-free interest rate
|
1.8
|
%
|
|
0.9
|
%
|
|
0.6
|
%
|
|||
Expected life (years)
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|||
Weighted average grant date fair value per share
|
$
|
12.98
|
|
|
$
|
15.21
|
|
|
$
|
14.13
|
|
|
Quarter Ended
|
||||||||||||||
|
April 28,
2018 |
|
January 27,
2018 (1) |
|
October 28,
2017 |
|
July 29,
2017 |
||||||||
Net sales
|
$
|
1,400,609
|
|
|
$
|
1,375,222
|
|
|
$
|
1,385,737
|
|
|
$
|
1,304,115
|
|
Gross profit
|
289,839
|
|
|
294,736
|
|
|
315,743
|
|
|
299,048
|
|
||||
Operating income from continuing operations
|
41,251
|
|
|
50,046
|
|
|
71,759
|
|
|
56,833
|
|
||||
Net income from continuing operations
|
20,928
|
|
|
108,955
|
|
|
40,244
|
|
|
30,847
|
|
||||
Net income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
20,928
|
|
|
$
|
108,955
|
|
|
$
|
40,244
|
|
|
$
|
30,847
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net basic earnings per share
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net diluted earnings per share
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
|
Quarter Ended
|
||||||||||||||
|
April 29,
2017 |
|
January 28,
2017 (2) |
|
October 29,
2016 |
|
July 30,
2016 |
||||||||
Net sales
|
$
|
1,445,032
|
|
|
$
|
1,397,418
|
|
|
$
|
1,418,241
|
|
|
$
|
1,332,436
|
|
Gross profit
|
335,498
|
|
|
329,761
|
|
|
318,960
|
|
|
317,178
|
|
||||
Operating income from continuing operations
|
96,155
|
|
|
46,554
|
|
|
79,803
|
|
|
65,416
|
|
||||
Net income from continuing operations
|
61,357
|
|
|
27,769
|
|
|
45,756
|
|
|
38,906
|
|
||||
Net income (loss) from discontinued operations
|
334
|
|
|
(3,229
|
)
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
61,691
|
|
|
$
|
24,540
|
|
|
$
|
45,756
|
|
|
$
|
38,906
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.65
|
|
|
$
|
0.29
|
|
|
$
|
0.48
|
|
|
$
|
0.41
|
|
Discontinued operations
|
0.01
|
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
||||
Net basic earnings per share
|
$
|
0.66
|
|
|
$
|
0.26
|
|
|
$
|
0.48
|
|
|
$
|
0.41
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.65
|
|
|
$
|
0.29
|
|
|
$
|
0.48
|
|
|
$
|
0.40
|
|
Discontinued operations
|
—
|
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
||||
Net diluted earnings per share
|
$
|
0.65
|
|
|
$
|
0.26
|
|
|
$
|
0.48
|
|
|
$
|
0.40
|
|
(1)
|
In the third quarter of fiscal 2018, the Tax Act was enacted by the U.S. government. During this quarter, we recorded a provisional discrete net tax benefit of
$77,256
within net income from continuing operations. See Note 11 to the Consolidated Financial Statements for additional information.
|
(2)
|
In the third quarter of fiscal 2017, we recorded a pre-tax non-cash impairment charge of
$36,312
within operating income from continuing operations. See Note 3 to the Consolidated Financial Statements for additional information.
|
|
Cash Flow
Hedges
|
|
Currency
Translation
Adjustment
|
|
Total
|
||||||
AOCL at April 29, 2017
|
$
|
(14,989
|
)
|
|
$
|
(77,680
|
)
|
|
$
|
(92,669
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
15,824
|
|
|
15,824
|
|
|||
Amounts reclassified from AOCL
|
1,871
|
|
|
—
|
|
|
1,871
|
|
|||
AOCL at April 28, 2018
|
$
|
(13,118
|
)
|
|
$
|
(61,856
|
)
|
|
$
|
(74,974
|
)
|
|
|
/s/ Mark S. Walchirk
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Dennis W. Goedken
|
|
Interim Chief Financial Officer and Treasurer
|
|
|
|
|
Exhibit
|
|
Document Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
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
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
18
|
|
|
|
|
|
21
|
|
|
|
|
|
23
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
(Filed Electronically) The following financial information from our Annual Report on Form 10-K for fiscal 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets, (ii) the consolidated statements of income, (iii) the consolidated statements of cash flows, (iv) the consolidated statements of changes in stockholders’ equity and (v) the notes to the consolidated financial statements.(*)
|
(*)
|
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.
|
**
|
Indicates management contract or compensatory plan or agreement.
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged
to Other
Accounts
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||||
Year ended April 28, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
9,342
|
|
|
$
|
6,280
|
|
|
$
|
—
|
|
|
$
|
6,085
|
|
|
$
|
9,537
|
|
LIFO inventory adjustment
|
$
|
77,816
|
|
|
$
|
4,289
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,105
|
|
Inventory obsolescence reserve
|
5,621
|
|
|
22,919
|
|
|
—
|
|
|
23,164
|
|
|
5,376
|
|
|||||
Total inventory reserve
|
$
|
83,437
|
|
|
$
|
27,208
|
|
|
$
|
—
|
|
|
$
|
23,164
|
|
|
$
|
87,481
|
|
Year ended April 29, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
12,008
|
|
|
$
|
1,825
|
|
|
$
|
—
|
|
|
$
|
4,491
|
|
|
$
|
9,342
|
|
LIFO inventory adjustment
|
$
|
76,501
|
|
|
$
|
1,315
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,816
|
|
Inventory obsolescence reserve
|
6,621
|
|
|
18,026
|
|
|
—
|
|
|
19,026
|
|
|
5,621
|
|
|||||
Total inventory reserve
|
$
|
83,122
|
|
|
$
|
19,341
|
|
|
$
|
—
|
|
|
$
|
19,026
|
|
|
$
|
83,437
|
|
Year ended April 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
7,678
|
|
|
$
|
8,246
|
|
|
$
|
1,947
|
|
|
$
|
5,863
|
|
|
$
|
12,008
|
|
LIFO inventory adjustment
|
$
|
73,381
|
|
|
$
|
3,120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,501
|
|
Inventory obsolescence reserve
|
4,218
|
|
|
15,547
|
|
|
1,550
|
|
|
14,694
|
|
|
6,621
|
|
|||||
Total inventory reserve
|
$
|
77,599
|
|
|
$
|
18,667
|
|
|
$
|
1,550
|
|
|
$
|
14,694
|
|
|
$
|
83,122
|
|
|
|
|
PATTERSON COMPANIES, INC.
|
|
Dated:
|
June 27, 2018
|
|
By
|
/s/ Mark S. Walchirk
|
|
|
|
|
Mark S. Walchirk
|
|
|
|
|
President and Chief Executive Officer, Director
|
|
|
|
|
Date
|
/s/ Mark S. Walchirk
|
|
President and Chief Executive Officer, Director
(Principal Executive Officer)
|
|
June 27, 2018
|
Mark S. Walchirk
|
|
|
|
|
|
|
|
|
|
/s/ Dennis W. Goedken
|
|
Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
June 27, 2018
|
Dennis W. Goedken
|
|
|
|
|
|
|
|
|
|
/s/ John D. Buck
|
|
Chairman of the Board
|
|
June 27, 2018
|
John D. Buck
|
|
|
|
|
|
|
|
|
|
/s/ Alex N. Blanco
|
|
Director
|
|
June 27, 2018
|
Alex N. Blanco
|
|
|
|
|
|
|
|
|
|
/s/ Jody H. Feragen
|
|
Director
|
|
June 27, 2018
|
Jody H. Feragen
|
|
|
|
|
|
|
|
|
|
/s/ Robert C. Frenzel
|
|
Director
|
|
June 27, 2018
|
Robert C. Frenzel
|
|
|
|
|
|
|
|
|
|
/s/ Francis J. Malecha
|
|
Director
|
|
June 27, 2018
|
Francis J. Malecha
|
|
|
|
|
|
|
|
|
|
/s/ Ellen A. Rudnick
|
|
Director
|
|
June 27, 2018
|
Ellen A. Rudnick
|
|
|
|
|
|
|
|
|
|
/s/ Neil A. Schrimsher
|
|
Director
|
|
June 27, 2018
|
Neil A. Schrimsher
|
|
|
|
|
|
|
|
|
|
/s/ Les C. Vinney
|
|
Director
|
|
June 27, 2018
|
Les C. Vinney
|
|
|
|
|
|
|
|
|
|
/s/ James W. Wiltz
|
|
Director
|
|
June 27, 2018
|
James W. Wiltz
|
|
|
|
1.
|
Employment - To be eligible to receive an award, the individual must be employed by Patterson Companies, Inc., or a subsidiary thereof, on the last day of the fiscal year;
|
a.
|
Job elimination - Participants whose positions are eliminated may, at the discretion of management, be eligible for prorated awards based on tenure in the qualifying position, overall performance level, actual results attained, and other criteria determined by management;
|
b.
|
Job transfer - Participants who transfer into or out of eligible positions within the company may be eligible for prorated awards based on tenure in the qualifying position, overall performance level, actual results attained, and management discretion;
|
c.
|
Job promotion - If an employee is promoted during the plan year and is assigned to a new bonus plan or an increased target bonus percentage, their bonus award will be prorated based on the new base salary. If the promotion results only in a base pay increase, the pay rate as of the beginning of the fiscal year will be used for the bonus calculation.
|
2.
|
Performance - Continued participation in the Plan is dependent upon the participant remaining an employee in good standing as defined by Patterson Companies, Inc. or its subsidiary. To qualify for an award, a participant must have a satisfactory performance rating and not be on a formal performance improvement plan. A participant on written warning or disciplinary
|
3.
|
Ethical and Legal Standards - Participants are required to be in compliance with, and abide by, Patterson Companies, Inc. Code of Ethics and comply with the letter and spirit of its provisions at all times.
|
1.
|
Award of Restricted Stock Units
. Subject to the terms and conditions set forth herein, Employee has been awarded on the date hereof 56,481 restricted stock units (the “Restricted Units”) valued at $35.41 for each unit.
|
2.
|
Terms and Conditions
. It is understood and agreed that this Agreement and the Restricted Units awarded herein (the “Award”) is subject to the following terms and conditions. In addition, even though this Award is not made pursuant to the Patterson Companies, Inc. 2015 Omnibus Incentive Plan (the “Plan”), the terms and conditions of the Plan apply to this Award, to the same extent as if this Award was made pursuant to the Plan, except that the vesting restrictions under Section 4.6 of the Plan and the Retirement provisions under Section 15.2 of the Plan shall not apply to this Award. The applicable terms of the Plan are incorporated by reference in this Agreement. The Employee, by execution of this Agreement, acknowledges having access to a copy of the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of this Agreement will control. All capitalized terms in this Agreement not otherwise defined shall have the meaning(s) ascribed to them in the Plan.
|
3.
|
Restrictions
. The Restricted Units may not be sold, pledged or transferred, whether voluntarily or involuntarily, by operation of law or otherwise, until the Vesting Date for the Restricted Units, or portion thereof, as provided below. On the Vesting Date(s), and provided the Employee is then employed by the Company or a Subsidiary, the Employee shall receive the Restricted Units, or portion thereof which has vested, free of all restrictions, except with respect to any applicable securities laws restrictions relating to unregistered securities, to the extent such securities are not so registered. The Restricted Units will be denominated in shares of Common Stock of the Company (“Shares”) and paid in Shares.
|
4.
|
Vesting Date
. With respect to fifty percent (50%) of the Restricted Units awarded herein, the Vesting Date shall be the one-year anniversary of the Grant Date. With respect to the remaining fifty percent (50%) of the Restricted Units awarded herein, the Vesting Date shall be the two-year anniversary of the Grant Date.
|
5.
|
Forfeiture Provision
. Except as otherwise provided in Section 17.3(c) of the Plan, if the Employee’s employment with the Company or a Subsidiary terminates for any reason prior to the Vesting Date, the Restricted Units shall be forfeited, and such Restricted Units shall be cancelled and become part of the authorized but unissued stock available for issuance by the Company.
|
6.
|
Limitation of Rights regarding Shares
. Until issuance of the Shares, if any, the Employee will not have any rights of a shareholder with respect to the Restricted Units. The Employee will have no voting, dividend, liquidation and other rights with respect to any Restricted Units granted hereunder. Notwithstanding the foregoing, for each Restricted Unit that vests, the Employee will be entitled to an accrual of dividend equivalents with respect to the Restricted Units from the date of grant until the date such Restricted Units are paid. The Company will deliver, together with the Shares delivered under Section 3 of this Agreement, if any, a cash payment equal to the dividend equivalent amount; provided, that in the case of any dividend payable in Shares, the Employee will be issued additional Restricted Units.
|
7.
|
Taxes and Withdrawals
. Employee acknowledges that under current federal tax law the value of the Restricted Units will be included as ordinary income in the year the restrictions lapse. The Company is entitled to (a) withhold and deduct from future wages of the Employee (or from other amounts that may be due and owing to the Employee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal, state or local withholding and employment-related tax requirements attributable to the Restricted Units, or (b) require the Employee promptly to remit the amount of such withholding to the Company at the time the restrictions lapse. The Company may make the required withholding by canceling Restricted Units at the time the restrictions lapse.
|
8.
|
No Right to Continued Status as an Employee
. This Agreement shall not confer upon the Employee any right with respect to continued status as an employee of the Company, nor shall it interfere in any way with the right of the Company to terminate the Employee’s status as an employee at any time.
|
9.
|
Notices
. Any notice to the Company shall be addressed to it at its principal executive offices, located at 1031 Mendota Heights Road, St. Paul, Minnesota, 55120. Any notice to the holder shall be addressed to him or her at current home address on record with the Company.
|
1.
|
The references to “July 31, 2018” set forth in Section I.B. of the Agreement and Section 1.A. of
Exhibit A
to the Agreement shall be amended and restated to read “May 25, 2018”.
|
2.
|
The references to “January 31, 2020” set forth in Sections II.J., III.D. and III.E. of the Agreement and Sections II.J., III.D. and III.E. of
Exhibit A
to the Agreement shall be amended and restated to read “November 30, 2019”.
|
3.
|
Any capitalized terms used herein and not otherwise defined shall have the meanings given them in the Agreement.
|
4.
|
The Parties further agree that the remainder of the Agreement shall continue in full force and effect.
|
I.
|
EMPLOYMENT SEPARATION
|
A.
|
Separation Date
. Effective May 25, 2018, Employee’s position as an employee of the Company shall hereby end (the “Separation Date”). As of the Separation Date, Employee hereby also resigns from any and all officer positions, if any, she then holds with the Company.
|
B.
|
Separation
. Effective on the Separation Date, Employee shall have no further rights deriving from Employee’s employment by the Company, and shall not be entitled to any further compensation or non-vested benefits, except as provided in this Agreement and/or in accordance with applicable law.
|
A.
|
Salary
. Employee shall be paid her current salary through the Separation Date. Employee shall receive no salary after the Separation Date.
|
B.
|
Non-Equity Incentive Plan Compensation
. Employee shall remain eligible to receive non-equity incentive plan compensation for the fiscal year ending April 28, 2018 under the Company’s Management Incentive Compensation Plan. Employee shall not receive any other additional non-equity incentive plan compensation.
|
C.
|
Health and Welfare Benefits
. All health and welfare benefits applicable to Employee shall continue in effect until May 31, 2018. Beginning June 1, 2018, Employee shall be permitted to elect to continue health coverage then in effect under Patterson’s plan pursuant to COBRA, 26 U.S.C. § 9801 et seq.; provided, however, that the cost of any such coverage shall be at Employee’s expense. In addition, Employee shall be permitted to continue her coverage under the Company’s group life insurance policy, and then convert that coverage to an individual policy, subject to the terms of the group policy and applicable law, and she shall be responsible for the premiums on such continued and converted coverage.
|
D.
|
Restricted Stock Awards/Restricted Stock Units
. Employee’s unvested Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”) under the Company’s Amended and Restated Equity Incentive Plan and the Company’s 2015 Omnibus Incentive Plan (collectively, the “Equity Incentive
|
E.
|
Capital Accumulation Plan
. Company and Employee agrees that Section 5(g)(iii) of the Company’s Capital Accumulation Plan (“CAP”) applies.
|
F.
|
Employee Stock Ownership Plan (ESOP)
. Company and Employee agree that Employee will be eligible for allocations in accordance with the terms of the Patterson Companies, Inc. Employee Stock Ownership Plan.
|
G.
|
Performance Stock Units
. Employee’s unvested Performance Stock Units (“PSUs”) under the Company’s Equity Incentive Plans shall continue to vest, subject to achievement of required performance metrics, through the Separation Date. Pursuant to the terms of Employee’s Performance Stock Unit Award Agreements, Employee agrees that any PSUs that have not vested on or prior to the Separation Date are forfeited and cancelled. For avoidance of doubt, Employee shall not receive any additional PSUs.
|
H.
|
Non-Qualified Stock Options
. Employee’s unvested Non-Qualified Stock Options (“NQSOs”) under the Company’s Equity Incentive Plans shall continue to vest through the Separation Date. For avoidance of doubt, all outstanding NQSOs held by Employee as of the Separation Date will, to the extent exercisable as of such date, remain exercisable for a period of 90 days after such date (but in no event after the expiration date of any such NQSO). Pursuant to the terms of Employee’s Non-Qualified Stock Option Award Agreements, Employee agrees that any NQSOs that have not vested on or prior to the Separation Date are forfeited and cancelled. For avoidance of doubt, Employee shall not receive any additional NQSOs.
|
I.
|
Company Car
. On or prior to the Separation Date, Employee may purchase for her personal use the vehicle which the Company has been leasing for her (such date of purchase, the “Transfer Date”). Upon payment to the Company by Employee of the depreciated value of the vehicle, the Company will arrange for the transfer of title to Employee effective as of the Transfer Date. Employee shall be responsible for all applicable taxes and transfer title fees. Employee acknowledges and agrees that as of the Transfer Date the Company shall no longer insure or maintain the vehicle.
|
J.
|
Severance Payment
. In exchange for the terms of this Agreement, Employee shall receive a severance payment in the amount of $648,000. This total severance amount shall be paid to Employee in installments of $75,000 for each of the first five months and $21,000 for each of the next thirteen months pursuant to the Company’s regular payroll dates and procedures during the period between the effective date of the Separation Agreement and November 30, 2019. Said payments will commence no later than 60 days after the Separation Date provided that Employee has signed and not rescinded this Agreement.
|
K.
|
Acknowledgment
. Employee acknowledges that the consideration provided in this Agreement is good and valuable consideration in exchange for the Agreement, and includes payments and benefits to which she is not otherwise entitled.
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L.
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Withholding
. Patterson shall withhold from the compensation payable to Employee under this Section II all appropriate deductions necessary for Patterson to satisfy its withholding obligations under federal, state and local income and employment tax laws.
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A.
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Non-Encouragement Provision
. Employee agrees that she will not instigate, cause, advise or encourage any other persons, groups of persons, corporations, partnerships or any other entity to file litigation against the Company.
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B.
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Litigation Hold
. Employee agrees that during her employment with the Company she was provided with, and became subject to, one or more Company-issued litigation hold notices directing her to preserve specific categories of documents and electronically stored information (“ESI”) that may be potentially relevant to an existing or threatened legal action (“Potential Evidence”). Employee represents and warrants that she will make reasonable and good faith efforts to preserve all Potential Evidence in Employee’s possession, custody or control. This commitment to preserve Potential Evidence shall extend to any and all ESI (and its metadata) existing on: (1) any free-standing or networked computer or server in Employee’s personal possession, including any laptop, mobile phone, tablet, digital music device or digital camera and (2) any device that may store ESI, including internal and external hard or flash disk drives, as well as any optical or magnetic media. Employee further
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C.
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Cooperation in Pending or Transitional Matters
. Through November 30, 2019, Employee shall make herself reasonably available to the Company to answer questions, provide information and otherwise cooperate with the Company in any pending or transitional matters on which she may have worked or about which she may have personal knowledge. Employee agrees to cooperate fully with the Company, including its attorneys, managers and accountants, in connection with any transitional matters, potential or actual litigation, or other real or potential disputes, which directly or indirectly involve the Company. The Company shall reimburse Employee for reasonable expenses incurred by Employee in connection with such cooperation provided that the Company has given prior written approval for Employee to incur such expense.
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D.
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Non-competition and Notification
. Through November 30, 2019, Employee agrees not to directly or indirectly engage in, be interested in, or be employed by, anywhere in the United States, Canada or the United Kingdom, any direct competitor of the Company (including, without limitation, Henry Schein, Inc., Benco Dental Supply Company, Burkhart Dental Supply Co., and Amazon.com, Inc.) or any other business which offers, markets or sells any service or product that competes directly with any services or products of the Company, except with written consent of the Company, which consent will not be unreasonably withheld. By way of example, but not by way of limitation, “any service or product that competes directly with any services or products of the Company” includes dental services, dental products, animal health services and animal health products. For purposes of this provision, Employee shall be deemed to be interested in a business if she is engaged or interested in that business as a stockholder, director, officer, employee, salesperson, sales representative, agent, partner, individual proprietor, consultant, or otherwise, but not if such interest is limited solely to the ownership of 2% or less of the equity or debt securities of any class of a corporation whose shares are listed for trading on a national securities exchange or traded in the over-the-counter market.
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E.
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No Solicitation of Employees
. Through November 30, 2019, Employee shall not directly or indirectly, whether individually or as an owner, agent, representative, consultant or employee, participate or assist any individual or business entity to solicit, employ or conspire with others to employ any of the Company’s employees. The term “employ” for purposes of this section means to enter into an arrangement for services as a full-time or part-time employee, independent contractor, agent or otherwise.
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F.
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Confidential Information
. Employee acknowledges that in the course of her employment with the Company, she has had access to Confidential Information. “Confidential Information” includes but is not limited to information not generally known to the public, in spoken, printed, electronic or any other form or medium relating directly or indirectly to: business processes, practices, policies, plans,
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G.
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Company Property and Return of Property
. Employee acknowledges that as of the Separation Date, she will return her Patterson-issued cellular phone and her Patterson-issued computer to the Company for processing. Within 21 days after the Separation Date, she will return all originals and copies of any documents, materials or property of Patterson, whether generated by her or any other person on her behalf or on behalf of Patterson or its vendors. All documents, files, records, reports, policies, training materials, communications materials, lists and information, e-mail messages, products, keys and access cards, cellular phones, computers, other materials, equipment, physical and electronic property, whether or not pertaining to Confidential Information, which were furnished to Employee by the Company, purchased or leased at the expense of the Company, or produced by the Company or Employee in connection with Employee’s employment will be and remain the sole property of the Company, except as otherwise provided herein. All copies of property, whether in tangible or intangible form, are also the property of the Company. Employee agrees that she will not retain any paper or electronic copies of these documents and materials.
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H.
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General Waiver and Release by Employee
. As a material inducement to the Company to enter into this Agreement, and in consideration of the Company’s promise to make the payments set forth in this Agreement, Employee hereby knowingly and voluntarily releases Patterson, its affiliated and related entities, and any of their respective direct or indirect subsidiaries, and its and their respective officers, employees, agents, insurers, representatives, counsel, shareholders, directors, successors and assigns (“Releasees”) from all liability for damages or claims of any kind arising out of any actions, decisions, or events occurring through the date of Employee’s execution of this Agreement.
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I.
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Class Action Waiver
. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The Parties agree to arbitrate solely on an individual basis, and that this agreement to arbitrate does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
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J.
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No Waiver of Rights
. Employee understands this release does not apply to any claims or rights that the law does not allow to be waived, any claims or rights that may arise after the date that she signs this release, or any claims for breach of this Agreement. Moreover, nothing in this release including but not limited to the release of claims, the promise not to sue, the confidentiality obligations, and the return of property provision generally prevents Employee, without providing prior notice to the Company, from filing a charge or complaint with or from participating in an investigation or proceeding conducted by or contacting or communicating with the EEOC, NLRB, SEC, FINRA, or any other federal, state or local agency charged with the enforcement of any laws, although by signing this release Employee is waiving her right to individual relief based on claims asserted in such a charge or complaint or receipt of any award for providing information to such governmental agency, except where such a waiver is prohibited under SEC rules or other applicable law.
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K.
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Reasonable and Necessary
. Employee acknowledges that she was a key employee of the Company and that Employee participated in and contributed to key phases of the Company’s operations. Employee agrees that the covenants provided for in this Section III are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company’s relationships and competitive advantage would be materially adversely affected. Employee agrees that the provisions of this Section III are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Employee is a party or by which she is bound. Employee further acknowledges that the restrictions contained in this Section III shall not impose an undue hardship on her since she has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Employee of her livelihood. In exchange for Employee agreeing to be bound by these reasonable and necessary covenants, the Company is providing Employee with the benefits as set forth in this Agreement, including without limitation the compensation set forth in Section II. Employee acknowledges and agrees that these benefits constitute full and adequate consideration for her obligations hereunder and will be provided only if she signs and does not rescind this Agreement. In the event Employee breaches the terms of this Section III, the severance and other payments made to Employee hereunder are subject to cessation and repayment as set forth in Section V(A) of this Agreement.
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V.
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GENERAL PROVISIONS
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A.
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Effect of Breach
. In the event that the Company determines after consultation with legal counsel that Employee has materially breached any provision of this Agreement, Employee agrees that all payments yet to be paid under this Agreement shall immediately cease and be forfeited and Employee will immediately repay all moneys paid to her under this Agreement to which she is not otherwise entitled absent this Agreement; provided, however, that Employee will be entitled to resumption of payments and repayment of recollected amounts if an arbitrator or court subsequently issues a final determination ordering the same. Employee further agrees that she shall be obligated to reimburse the Company for its attorneys’ fees and costs incurred if necessary in collecting the money and successfully enforcing the terms of this Section V(A).
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B.
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Knowing and Voluntary Execution
. Employee acknowledges that this Agreement confirms the separation of Employee’s employment with Patterson and that this Agreement is entered into knowingly and voluntarily with full recognition and acceptance of the consequences of such act. Employee agrees that the payments listed above exceed that to which she would otherwise have been entitled, and that the extra payment is in exchange for signing this Agreement. Employee further acknowledges that she has had an opportunity to consult with the attorneys of her choice to explain the terms of this Agreement and the consequences of signing it.
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C.
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No Admission
. This Agreement is not an admission by Patterson that it has acted wrongfully and Patterson disclaims any liability to Employee or any other person on the part of itself, its affiliated and related entities, and any of their respective direct or indirect subsidiaries, and its and their respective officers, employees, agents, insurers, representatives, counsel, shareholders, directors, successors and assigns.
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D.
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Governing Law
. This Agreement and the legal relations between the Parties shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota. If any part of this Agreement is construed to be in violation of the law, such part will be modified to achieve the objective of the Parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
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E.
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Entire Agreement
. Employee and the Company each represent and warrant that no promise or inducement has been offered or made except as set forth and that the consideration stated is the sole consideration for this Agreement. This Agreement is a complete agreement and states fully all agreements, understandings, promises, and commitments between Employee and the Company as to the separation of Employee’s employment. If any portion of this Agreement is held to be void and unenforceable by a court of competent jurisdiction, the waiver and release set forth in Section III of this Agreement shall nevertheless be binding upon the Parties and remain in full force and effect.
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F.
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No Oral Amendments
. This Agreement may not be changed except by an instrument in writing signed by the Parties.
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G.
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Counterparts
. The Parties agree that this Agreement may be executed in counterparts and each executed counterpart shall be as effective as a signed original. Photographic or faxed copies of such signed counterparts may be used in lieu of the originals for any purpose.
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H.
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Successors and Assigns
. The Parties agree that this Agreement shall be binding upon and inure to the benefit of all Parties and their respective representatives, predecessors, heirs, successors and assigns.
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I.
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Defense to Future Claims
. Employee agrees that in the event that any claim, suit or action shall be commenced by her against the Company arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits or actions relating
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J.
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Section 409A
. Notwithstanding any other provision of this Agreement to the contrary, the Parties agree that the payments hereunder shall be exempt from, or satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) in a manner that will preclude the imposition of penalties described in Code Section 409A. Payments made pursuant to this Agreement are intended to satisfy the short-term deferral rule or separation pay exception within the meaning of Code Section 409A.
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K.
|
Acknowledgement
. Employee affirms that she has read this Agreement and been advised that she has twenty-one (21) days from the date she received it to sign this Agreement, and that she has been advised in writing to consult with an attorney prior to signing this Agreement. Employee affirms that the provisions of this Agreement are understandable to her and she has entered into this Agreement freely and voluntarily.
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NAME
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JURISDICTION OF INCORPORATION
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Patterson Dental Holdings, Inc.
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Minnesota
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Patterson Dental Supply, Inc.
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Minnesota
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Dolphin Imaging Systems, LLC
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Delaware
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Dolphin Practice Management, LLC
|
Delaware
|
Direct Dental Supply Co.
|
Nevada
|
Patterson Office Supplies, Inc.
|
Minnesota
|
Patterson Technology Center, Inc.
|
Minnesota
|
Patterson Dental Canada Inc.
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Canada
|
PCI Limited I, LLC
|
Delaware
|
PCI Limited II, LLC
|
Delaware
|
PCI Two Limited Partnership
|
England
|
PDC Funding Company, LLC
|
Minnesota
|
PDC Funding Company II, LLC
|
Minnesota
|
Animal Health International, Inc.
|
Colorado
|
Aspen Veterinary Resources, Ltd.
|
Colorado
|
Hawaii Mega-Cor., Inc.
|
Hawaii
|
Turnkey Computer Systems, LLC
|
Texas
|
Advanced Veterinary Services, LLC
|
Colorado
|
AVS West, Inc.
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California
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IAH Properties, LLC
|
Colorado
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Indiana Animal Health, LLC
|
Colorado
|
Patterson Veterinary Supply, Inc.
|
Minnesota
|
Patterson Management, LP
|
Minnesota
|
PDCO HoldCo (Canada), Inc
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Canada
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Kane Veterinary Supplies, Ltd.
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Canada
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Patterson (PDCO) Holdings UK Limited
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England and Wales
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National Veterinary Services Limited
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England and Wales
|
Patterson Logistics Services, Inc.
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Minnesota
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
April 28, 2018
of Patterson Companies, Inc.;
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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;
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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;
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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:
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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;
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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;
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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
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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
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5.
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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
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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.
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Date: June 27, 2018
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/s/ Mark S. Walchirk
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|
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Mark S. Walchirk
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|
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President and Chief Executive Officer
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1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
April 28, 2018
of Patterson Companies, Inc.;
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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;
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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;
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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
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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.
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Date: June 27, 2018
|
|
/s/ Dennis W. Goedken
|
|
|
Dennis W. Goedken
|
|
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Interim Chief Financial Officer and Treasurer
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|
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/s/ Mark S. Walchirk
|
|
|
Mark S. Walchirk
|
|
|
President and Chief Executive Officer
|
|
|
Date: June 27, 2018
|
|
|
/s/ Dennis W. Goedken
|
|
|
Dennis W. Goedken
|
|
|
Interim Chief Financial Officer and Treasurer
|
|
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Date: June 27, 2018
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