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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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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value $.01
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PDCO
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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 27, 2019
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April 28, 2018
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April 29, 2017
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||||||
Dental
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$
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2,192
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|
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$
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2,196
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|
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$
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2,390
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Animal Health
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3,355
|
|
|
3,243
|
|
|
3,160
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|||
Corporate
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28
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|
|
27
|
|
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43
|
|
|||
Consolidated net sales
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$
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5,575
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|
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$
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5,466
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$
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5,593
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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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 (“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.
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•
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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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•
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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 companies in order to enter new, or more deeply penetrate existing, 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.
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Fiscal Year Ended
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|||||||
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April 27, 2019
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April 28, 2018
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April 29, 2017
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|||
Consumable
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55
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%
|
|
57
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%
|
|
56
|
%
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Equipment and software
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32
|
|
|
30
|
|
|
33
|
|
Other (1)
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13
|
|
|
13
|
|
|
11
|
|
|
100
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%
|
|
100
|
%
|
|
100
|
%
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(1)
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Consists of other value-added services, including software and design service, and maintenance and repair.
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Fiscal Year Ended
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|||||||
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April 27, 2019
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April 28, 2018
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April 29, 2017
|
|||
Consumable
|
97
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%
|
|
97
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%
|
|
97
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%
|
Equipment and software
|
2
|
|
|
2
|
|
|
2
|
|
Other
|
1
|
|
|
1
|
|
|
1
|
|
|
100
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%
|
|
100
|
%
|
|
100
|
%
|
•
|
timing and amount of sales and marketing expenditures;
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•
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timing of pricing changes offered by our suppliers;
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•
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timing of the introduction of new products and services by our suppliers;
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•
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changes in or availability of supplier contracts or rebate programs;
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•
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supplier rebates based upon attaining certain growth goals;
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•
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changes in the way suppliers introduce or deliver products to market;
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•
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costs of developing new applications and services;
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•
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our ability to correctly identify customer needs and preferences and predict future needs and preferences;
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•
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uncertainties regarding potential significant breaches of data security or disruptions of our information technology systems;
|
•
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regulatory actions, or government regulation generally;
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•
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loss of sales representatives;
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•
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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;
|
•
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difficulties of manufacturers in developing and manufacturing products;
|
•
|
product demand and availability, or product recalls by manufacturers;
|
•
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exposure to product liability and other claims in the event that the use of the products we sell results in injury;
|
•
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increases in shipping costs or service issues with our third-party shippers;
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•
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fluctuations in the value of foreign currencies;
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•
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changes in interest rates;
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•
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restructuring costs;
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•
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the adoption or repeal of legislation;
|
•
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changes in accounting principles; and
|
•
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litigation or regulatory judgments, expenses or settlements.
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Mark S. Walchirk
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|
53
|
|
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President and Chief Executive Officer, Director – Patterson Companies, Inc.
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Donald J. Zurbay
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51
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Chief Financial Officer - Patterson Companies, Inc.
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Kevin M. Pohlman
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|
56
|
|
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President - Patterson Animal Health
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Eric Shirley
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53
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President - Patterson Dental
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Les B. Korsh
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49
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Vice President, General Counsel and Secretary - Patterson Companies, Inc.
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Andrea Frohning
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49
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Chief Human Resources Officer - Patterson Companies, Inc.
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•
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changes to laws and policies governing foreign trade;
|
•
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greater restrictions on imports and exports;
|
•
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changes in laws and policies governing health care;
|
•
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tariffs and sanctions;
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•
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the United Kingdom’s vote to leave the European Union (generally referred to as Brexit) (during fiscal 2019 approximately 11% of our consolidated net sales were invoiced to customers in the United Kingdom);
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•
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election results;
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•
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sovereign debt levels;
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•
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the inability of political institutions to effectively resolve actual or perceived economic, currency or budgetary crises or issues;
|
•
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consumer confidence;
|
•
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unemployment levels (and a corresponding increase in uninsured and underinsured population);
|
•
|
changes in regulatory requirements and tax regulations, including, without limitation, the Tax Act;
|
•
|
increases in interest rates;
|
•
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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;
|
•
|
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;
|
•
|
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;
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•
|
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;
|
•
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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
|
•
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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, legislation and regulation;
|
•
|
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).
|
|
Fiscal Year Ending
|
||||||||||||||||
|
4/26/2014
|
|
4/25/2015
|
|
4/30/2016
|
|
4/29/2017
|
|
4/28/2018
|
|
4/27/2019
|
||||||
Patterson Companies, Inc.
|
100.00
|
|
|
119.99
|
|
|
110.09
|
|
|
115.48
|
|
|
63.64
|
|
|
61.44
|
|
S&P 500
|
100.00
|
|
|
115.98
|
|
|
115.62
|
|
|
136.33
|
|
|
155.69
|
|
|
135.25
|
|
S&P 500 Healthcare Index
|
100.00
|
|
|
131.55
|
|
|
125.46
|
|
|
138.12
|
|
|
155.63
|
|
|
168.77
|
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
April 27, 2019 (1)
|
|
April 28, 2018 (2)
|
|
April 29, 2017 (3)
|
|
April 30, 2016 (4)
|
|
April 25, 2015
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,574,523
|
|
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
|
$
|
5,386,703
|
|
|
$
|
3,910,865
|
|
Cost of sales
|
4,383,748
|
|
|
4,266,317
|
|
|
4,291,730
|
|
|
4,063,955
|
|
|
2,850,316
|
|
|||||
Gross profit
|
1,190,775
|
|
|
1,199,366
|
|
|
1,301,397
|
|
|
1,322,748
|
|
|
1,060,549
|
|
|||||
Operating expenses
|
1,053,059
|
|
|
979,477
|
|
|
1,013,469
|
|
|
975,035
|
|
|
755,963
|
|
|||||
Operating income
|
137,716
|
|
|
219,889
|
|
|
287,928
|
|
|
347,713
|
|
|
304,586
|
|
|||||
Other expense, net
|
(31,488
|
)
|
|
(40,626
|
)
|
|
(37,047
|
)
|
|
(46,020
|
)
|
|
(30,268
|
)
|
|||||
Income from continuing operations before taxes
|
106,228
|
|
|
179,263
|
|
|
250,881
|
|
|
301,693
|
|
|
274,318
|
|
|||||
Income tax expense (benefit)
|
23,352
|
|
|
(21,711
|
)
|
|
77,093
|
|
|
116,009
|
|
|
94,235
|
|
|||||
Net income from continuing operations
|
82,876
|
|
|
200,974
|
|
|
173,788
|
|
|
185,684
|
|
|
180,083
|
|
|||||
Net income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2,895
|
)
|
|
1,500
|
|
|
43,178
|
|
|||||
Net income
|
82,876
|
|
|
200,974
|
|
|
170,893
|
|
|
187,184
|
|
|
223,261
|
|
|||||
Net loss attributable to noncontrolling interests
|
(752
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Patterson Companies, Inc.
|
$
|
83,628
|
|
|
$
|
200,974
|
|
|
$
|
170,893
|
|
|
$
|
187,184
|
|
|
$
|
223,261
|
|
Diluted earnings (loss) per share attributable to Patterson Companies, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.89
|
|
|
$
|
2.16
|
|
|
$
|
1.82
|
|
|
$
|
1.90
|
|
|
$
|
1.81
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|
0.01
|
|
|
0.43
|
|
|||||
Net diluted earnings per share
|
$
|
0.89
|
|
|
$
|
2.16
|
|
|
$
|
1.79
|
|
|
$
|
1.91
|
|
|
$
|
2.24
|
|
Weighted average shares - diluted
|
93,484
|
|
|
93,094
|
|
|
95,567
|
|
|
97,902
|
|
|
99,694
|
|
|||||
Dividends per common share
|
$
|
1.04
|
|
|
$
|
1.04
|
|
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
728,651
|
|
|
$
|
864,343
|
|
|
$
|
899,662
|
|
|
$
|
918,206
|
|
|
$
|
995,540
|
|
Total assets
|
3,269,269
|
|
|
3,471,664
|
|
|
3,507,913
|
|
|
3,520,804
|
|
|
2,945,248
|
|
|||||
Total long-term debt
|
725,341
|
|
|
922,030
|
|
|
998,272
|
|
|
1,022,155
|
|
|
722,542
|
|
|||||
Stockholders’ equity
|
1,480,507
|
|
|
1,461,790
|
|
|
1,394,433
|
|
|
1,441,746
|
|
|
1,514,123
|
|
(1)
|
Fiscal 2019 operating expenses include a pre-tax charge of $28.3 million related to a litigation settlement. See Note 17 to the Consolidated Financial Statements for additional information.
|
(2)
|
Fiscal 2018 includes a provisional discrete net tax benefit of $76.6 million related to the enactment of comprehensive tax legislation by the U.S. government. See Note 12 to the Consolidated Financial Statements for additional information.
|
(3)
|
Fiscal 2017 operating expenses include 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 4 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. 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 of Patterson Medical. The continuing operations tax impact of $12.3 million from the repatriation was recorded during fiscal 2016.
|
|
Fiscal Year Ended
|
|||||||
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
78.6
|
|
|
78.1
|
|
|
76.7
|
|
Gross profit
|
21.4
|
|
|
21.9
|
|
|
23.3
|
|
Operating expenses
|
18.9
|
|
|
17.9
|
|
|
18.2
|
|
Operating income from continuing operations
|
2.5
|
|
|
4.0
|
|
|
5.1
|
|
Other income (expense)
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(0.6
|
)
|
Income from continuing operations before taxes
|
1.9
|
|
|
3.3
|
|
|
4.5
|
|
Income tax expense (benefit)
|
0.4
|
|
|
(0.4
|
)
|
|
1.4
|
|
Net income from continuing operations
|
1.5
|
|
|
3.7
|
|
|
3.1
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Net income
|
1.5
|
|
|
3.7
|
|
|
3.1
|
|
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
Net income attributable to Patterson Companies, Inc.
|
1.5
|
%
|
|
3.7
|
%
|
|
3.1
|
%
|
|
Payments due by year
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt principal
|
$
|
752,091
|
|
|
$
|
23,975
|
|
|
$
|
228,116
|
|
|
$
|
100,000
|
|
|
$
|
400,000
|
|
Long-term debt interest
|
145,677
|
|
|
27,052
|
|
|
50,841
|
|
|
36,282
|
|
|
31,502
|
|
|||||
Operating leases
|
65,507
|
|
|
21,087
|
|
|
30,620
|
|
|
12,324
|
|
|
1,476
|
|
|||||
Total
|
$
|
963,275
|
|
|
$
|
72,114
|
|
|
$
|
309,577
|
|
|
$
|
148,606
|
|
|
$
|
432,978
|
|
|
Fiscal Year Ended
|
|||||||
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
|||
Days sales outstanding
|
36.5
|
|
|
53.1
|
|
|
55.1
|
|
Inventory turnover
|
5.3
|
|
|
5.2
|
|
|
6.0
|
|
|
April 27, 2019
|
|
April 28, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
95,646
|
|
|
$
|
62,984
|
|
Receivables, net of allowance for doubtful accounts of $6,772 and $9,537
|
582,094
|
|
|
826,877
|
|
||
Inventory
|
761,018
|
|
|
779,834
|
|
||
Prepaid expenses and other current assets
|
165,605
|
|
|
103,029
|
|
||
Total current assets
|
1,604,363
|
|
|
1,772,724
|
|
||
Property and equipment, net
|
305,790
|
|
|
290,590
|
|
||
Long-term receivables, net
|
113,081
|
|
|
135,175
|
|
||
Goodwill
|
816,226
|
|
|
815,977
|
|
||
Identifiable intangibles, net
|
351,153
|
|
|
389,424
|
|
||
Other non-current assets
|
78,656
|
|
|
67,774
|
|
||
Total assets
|
$
|
3,269,269
|
|
|
$
|
3,471,664
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
648,418
|
|
|
$
|
610,368
|
|
Accrued payroll expense
|
73,665
|
|
|
69,099
|
|
||
Other accrued liabilities
|
129,654
|
|
|
136,316
|
|
||
Current maturities of long-term debt
|
23,975
|
|
|
76,598
|
|
||
Borrowings on revolving credit
|
—
|
|
|
16,000
|
|
||
Total current liabilities
|
875,712
|
|
|
908,381
|
|
||
Long-term debt
|
725,341
|
|
|
922,030
|
|
||
Deferred income taxes
|
163,488
|
|
|
152,104
|
|
||
Other non-current liabilities
|
24,221
|
|
|
27,359
|
|
||
Total liabilities
|
1,788,762
|
|
|
2,009,874
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $.01 par value: 600,000 shares authorized; 95,272 and 94,756 shares issued and outstanding
|
953
|
|
|
948
|
|
||
Additional paid-in capital
|
131,460
|
|
|
103,776
|
|
||
Accumulated other comprehensive loss
|
(88,269
|
)
|
|
(74,974
|
)
|
||
Retained earnings
|
1,483,496
|
|
|
1,497,766
|
|
||
Unearned ESOP shares
|
(50,381
|
)
|
|
(65,726
|
)
|
||
Total Patterson Companies, Inc. stockholders' equity
|
1,477,259
|
|
|
1,461,790
|
|
||
Noncontrolling interests
|
3,248
|
|
|
—
|
|
||
Total stockholders’ equity
|
1,480,507
|
|
|
1,461,790
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,269,269
|
|
|
$
|
3,471,664
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
||||||
Net sales
|
$
|
5,574,523
|
|
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
Cost of sales
|
4,383,748
|
|
|
4,266,317
|
|
|
4,291,730
|
|
|||
Gross profit
|
1,190,775
|
|
|
1,199,366
|
|
|
1,301,397
|
|
|||
Operating expenses
|
1,053,059
|
|
|
979,477
|
|
|
1,013,469
|
|
|||
Operating income from continuing operations
|
137,716
|
|
|
219,889
|
|
|
287,928
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Other income, net
|
8,178
|
|
|
6,117
|
|
|
6,013
|
|
|||
Interest expense
|
(39,666
|
)
|
|
(46,743
|
)
|
|
(43,060
|
)
|
|||
Income from continuing operations before taxes
|
106,228
|
|
|
179,263
|
|
|
250,881
|
|
|||
Income tax expense (benefit)
|
23,352
|
|
|
(21,711
|
)
|
|
77,093
|
|
|||
Net income from continuing operations
|
82,876
|
|
|
200,974
|
|
|
173,788
|
|
|||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(2,895
|
)
|
|||
Net income
|
82,876
|
|
|
200,974
|
|
|
170,893
|
|
|||
Net loss attributable to noncontrolling interests
|
(752
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Patterson Companies, Inc.
|
$
|
83,628
|
|
|
$
|
200,974
|
|
|
$
|
170,893
|
|
Basic earnings (loss) per share attributable to Patterson Companies, Inc.:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.90
|
|
|
$
|
2.17
|
|
|
$
|
1.83
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|||
Net basic earnings per share
|
$
|
0.90
|
|
|
$
|
2.17
|
|
|
$
|
1.80
|
|
Diluted earnings (loss) per share attributable to Patterson Companies, Inc.:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.89
|
|
|
$
|
2.16
|
|
|
$
|
1.82
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|||
Net diluted earnings per share
|
$
|
0.89
|
|
|
$
|
2.16
|
|
|
$
|
1.79
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
92,755
|
|
|
92,467
|
|
|
94,897
|
|
|||
Diluted
|
93,484
|
|
|
93,094
|
|
|
95,567
|
|
|||
Dividends declared per common share
|
$
|
1.04
|
|
|
$
|
1.04
|
|
|
$
|
0.98
|
|
Comprehensive income
|
|
|
|
|
|
||||||
Net income
|
$
|
82,876
|
|
|
$
|
200,974
|
|
|
$
|
170,893
|
|
Foreign currency translation gain (loss)
|
(15,583
|
)
|
|
15,824
|
|
|
(26,450
|
)
|
|||
Cash flow hedges, net of tax
|
2,288
|
|
|
1,871
|
|
|
1,745
|
|
|||
Comprehensive income
|
$
|
69,581
|
|
|
$
|
218,669
|
|
|
$
|
146,188
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Unearned
ESOP
Shares
|
|
Non-controlling interests
|
|
Total
|
|||||||||||||||||
|
Number
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
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
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,583
|
)
|
|||||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
2,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,288
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,628
|
|
|
—
|
|
|
(752
|
)
|
|
82,876
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,898
|
)
|
|
—
|
|
|
—
|
|
|
(97,898
|
)
|
|||||||
Common stock issued and related tax benefits
|
516
|
|
|
5
|
|
|
7,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,004
|
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
19,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,685
|
|
|||||||
ESOP activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,345
|
|
|
—
|
|
|
15,345
|
|
|||||||
Balance at Increase from asset acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
4,000
|
|
|||||||
Balance at April 27, 2019
|
95,272
|
|
|
$
|
953
|
|
|
$
|
131,460
|
|
|
$
|
(88,269
|
)
|
|
$
|
1,483,496
|
|
|
$
|
(50,381
|
)
|
|
$
|
3,248
|
|
|
$
|
1,480,507
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
82,876
|
|
|
$
|
200,974
|
|
|
$
|
170,893
|
|
Net income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2,895
|
)
|
|||
Net income from continuing operations
|
82,876
|
|
|
200,974
|
|
|
173,788
|
|
|||
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
44,371
|
|
|
45,115
|
|
|
40,004
|
|
|||
Amortization
|
38,402
|
|
|
38,701
|
|
|
43,814
|
|
|||
Intangible asset impairment
|
—
|
|
|
—
|
|
|
36,312
|
|
|||
Bad debt expense
|
7,333
|
|
|
6,280
|
|
|
1,642
|
|
|||
Non-cash employee compensation
|
33,425
|
|
|
36,532
|
|
|
19,025
|
|
|||
Deferred income taxes
|
10,762
|
|
|
(41,058
|
)
|
|
(13,713
|
)
|
|||
Deferred consideration in securitized receivables
|
(402,367
|
)
|
|
(49,650
|
)
|
|
(51,402
|
)
|
|||
Change in assets and liabilities, net of acquired:
|
|
|
|
|
|
||||||
Receivables
|
227,907
|
|
|
60,211
|
|
|
(103,181
|
)
|
|||
Inventory
|
11,547
|
|
|
(60,475
|
)
|
|
(961
|
)
|
|||
Accounts payable
|
44,189
|
|
|
(12,103
|
)
|
|
59,654
|
|
|||
Accrued liabilities
|
512
|
|
|
(24,726
|
)
|
|
(9,009
|
)
|
|||
Long term receivables
|
21,611
|
|
|
(33,795
|
)
|
|
(12,574
|
)
|
|||
Other changes from operating activities, net
|
(72,410
|
)
|
|
12,889
|
|
|
(17,785
|
)
|
|||
Net cash provided by operating activities- continuing operations
|
48,158
|
|
|
178,895
|
|
|
165,614
|
|
|||
Net cash used in operating activities- discontinued operations
|
—
|
|
|
—
|
|
|
(2,895
|
)
|
|||
Net cash provided by operating activities
|
48,158
|
|
|
178,895
|
|
|
162,719
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(60,734
|
)
|
|
(43,263
|
)
|
|
(47,019
|
)
|
|||
Collection of deferred purchase price receivables
|
402,367
|
|
|
49,650
|
|
|
51,402
|
|
|||
Other investing activities
|
(906
|
)
|
|
10,600
|
|
|
(3,190
|
)
|
|||
Net cash provided by investing activities- continuing operations
|
340,727
|
|
|
16,987
|
|
|
1,193
|
|
|||
Net cash provided by investing activities- discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by investing activities
|
340,727
|
|
|
16,987
|
|
|
1,193
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Dividends paid
|
(99,468
|
)
|
|
(99,199
|
)
|
|
(95,910
|
)
|
|||
Repurchases of common stock
|
—
|
|
|
(87,500
|
)
|
|
(125,384
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
150,000
|
|
|
—
|
|
|||
Debt amendment costs
|
—
|
|
|
—
|
|
|
(1,266
|
)
|
|||
Retirement of long-term debt
|
(249,542
|
)
|
|
(164,754
|
)
|
|
(26,238
|
)
|
|||
Draw on (payment on) revolving credit
|
(16,000
|
)
|
|
(43,000
|
)
|
|
39,000
|
|
|||
Other financing activities
|
9,764
|
|
|
14,291
|
|
|
7,635
|
|
|||
Net cash used in financing activities
|
(355,246
|
)
|
|
(230,162
|
)
|
|
(202,163
|
)
|
|||
Effect of exchange rate changes on cash
|
(977
|
)
|
|
2,305
|
|
|
(4,243
|
)
|
|||
Net change in cash and cash equivalents
|
32,662
|
|
|
(31,975
|
)
|
|
(42,494
|
)
|
|||
Cash and cash equivalents at beginning of period
|
62,984
|
|
|
94,959
|
|
|
137,453
|
|
|||
Cash and cash equivalents at end of period
|
$
|
95,646
|
|
|
$
|
62,984
|
|
|
$
|
94,959
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
17,530
|
|
|
$
|
19,611
|
|
|
$
|
108,394
|
|
Interest paid
|
31,045
|
|
|
36,504
|
|
|
34,972
|
|
|
Fiscal Year Ended
|
|||||||
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
|||
Denominator for basic EPS – weighted average shares
|
92,755
|
|
|
92,467
|
|
|
94,897
|
|
Effect of dilutive securities – stock options, restricted stock and stock purchase plans
|
729
|
|
|
627
|
|
|
670
|
|
Denominator for diluted EPS – weighted average shares
|
93,484
|
|
|
93,094
|
|
|
95,567
|
|
|
April 27, 2019
|
|
April 28, 2018
|
||||
Cash on hand
|
$
|
76,117
|
|
|
$
|
56,334
|
|
Money market funds
|
19,529
|
|
|
6,650
|
|
||
Total
|
$
|
95,646
|
|
|
$
|
62,984
|
|
|
Balance at April 28, 2018
|
|
Acquisition
Activity |
|
Other Activity
|
|
Balance at April 27, 2019
|
||||||||
Dental
|
$
|
139,654
|
|
|
$
|
—
|
|
|
$
|
(494
|
)
|
|
$
|
139,160
|
|
Animal Health
|
676,323
|
|
|
2,047
|
|
|
(1,304
|
)
|
|
677,066
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
815,977
|
|
|
$
|
2,047
|
|
|
$
|
(1,798
|
)
|
|
$
|
816,226
|
|
|
April 27, 2019
|
|
April 28, 2018
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Unamortized - indefinite lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Copyrights, trade names and trademarks
|
$
|
12,300
|
|
|
$
|
—
|
|
|
$
|
12,300
|
|
|
$
|
29,900
|
|
|
$
|
—
|
|
|
$
|
29,900
|
|
Amortized - definite lived:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
353,639
|
|
|
113,812
|
|
|
239,827
|
|
|
355,488
|
|
|
91,374
|
|
|
264,114
|
|
||||||
Trade names and trademarks
|
133,202
|
|
|
61,435
|
|
|
71,767
|
|
|
129,973
|
|
|
49,545
|
|
|
80,428
|
|
||||||
Developed technology and other
|
70,469
|
|
|
43,210
|
|
|
27,259
|
|
|
55,326
|
|
|
40,344
|
|
|
14,982
|
|
||||||
Total amortized intangible assets
|
557,310
|
|
|
218,457
|
|
|
338,853
|
|
|
540,787
|
|
|
181,263
|
|
|
359,524
|
|
||||||
Total identifiable intangible assets
|
$
|
569,610
|
|
|
$
|
218,457
|
|
|
$
|
351,153
|
|
|
$
|
570,687
|
|
|
$
|
181,263
|
|
|
$
|
389,424
|
|
|
April 27, 2019
|
|
April 28, 2018
|
||||
Land
|
$
|
11,969
|
|
|
$
|
10,227
|
|
Buildings
|
118,556
|
|
|
104,720
|
|
||
Leasehold improvements
|
28,359
|
|
|
26,624
|
|
||
Furniture and equipment
|
175,774
|
|
|
171,197
|
|
||
Computer hardware and software
|
218,893
|
|
|
211,453
|
|
||
Construction-in-progress (1)
|
75,860
|
|
|
59,691
|
|
||
Property and equipment, gross
|
629,411
|
|
|
583,912
|
|
||
Accumulated depreciation
|
(323,621
|
)
|
|
(293,322
|
)
|
||
Property and equipment, net
|
$
|
305,790
|
|
|
$
|
290,590
|
|
(1)
|
Includes $57,006 and $43,026 of unamortized computer software development costs of software to be sold as of April 27, 2019 and April 28, 2018, respectively.
|
|
|
|
Carrying Value
|
|||||||
|
Interest Rate
|
|
April 27, 2019
|
|
April 28, 2018
|
|||||
Senior notes due fiscal 2019 (1)
|
2.95
|
%
|
|
—
|
|
|
60,000
|
|
||
Senior notes due fiscal 2022 (1)
|
3.59
|
%
|
|
165,000
|
|
|
165,000
|
|
||
Senior notes due fiscal 2024 (1)
|
3.74
|
%
|
|
100,000
|
|
|
100,000
|
|
||
Senior notes due fiscal 2025 (2)
|
3.48
|
%
|
|
250,000
|
|
|
250,000
|
|
||
Senior notes due fiscal 2028 (3)
|
3.79
|
%
|
|
150,000
|
|
|
150,000
|
|
||
Term loan due fiscal 2022 (4)
|
3.73
|
%
|
|
87,091
|
|
|
276,633
|
|
||
Less: Deferred debt issuance costs
|
|
|
(2,775
|
)
|
|
(3,005
|
)
|
|||
Total debt
|
|
|
749,316
|
|
|
998,628
|
|
|||
Less: Current maturities of long-term debt
|
|
|
(23,975
|
)
|
|
(76,598
|
)
|
|||
Long-term debt
|
|
|
$
|
725,341
|
|
|
$
|
922,030
|
|
(1)
|
Issued in December 2011.
|
(2)
|
Issued in March 2015.
|
(3)
|
Issued in March 2018.
|
(4)
|
Issued in June 2015, amended in January 2017. Interest rate is LIBOR plus 1.25% as of April 27, 2019.
|
Fiscal Year
|
|
||
2020
|
$
|
23,975
|
|
2021
|
29,508
|
|
|
2022
|
198,608
|
|
|
2023
|
—
|
|
|
2024
|
100,000
|
|
|
Thereafter
|
400,000
|
|
|
Total
|
$
|
752,091
|
|
Derivative type
|
Classification
|
|
April 27, 2019
|
|
April 28, 2018
|
||||
Assets:
|
|
|
|
|
|
||||
Interest rate contracts
|
Other non-current assets
|
|
$
|
380
|
|
|
$
|
1,613
|
|
Liabilities:
|
|
|
|
|
|
||||
Interest rate contracts
|
Other accrued liabilities
|
|
1,034
|
|
|
—
|
|
||
Interest rate contracts
|
Other non-current liabilities
|
|
2,160
|
|
|
1,613
|
|
||
Total liability derivatives
|
|
|
$
|
3,194
|
|
|
$
|
1,613
|
|
|
|
|
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 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
||||||
Interest rate contracts
|
Interest expense
|
|
$
|
(2,908
|
)
|
|
$
|
(2,809
|
)
|
|
$
|
(2,802
|
)
|
|
|
|
Amount of Gain (Loss) Recognized in Income on Derivative
|
||||||||||
|
|
|
Fiscal Year Ended
|
||||||||||
Derivatives not designated as hedging instruments
|
Income statement location
|
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
||||||
Interest rate contracts
|
Other income, net
|
|
$
|
(2,903
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
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 27, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
19,529
|
|
|
$
|
19,529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
DPP receivable - receivables securitization program
|
57,238
|
|
|
—
|
|
|
—
|
|
|
57,238
|
|
||||
DPP receivable - customer financing
|
121,657
|
|
|
—
|
|
|
—
|
|
|
121,657
|
|
||||
Derivative instruments
|
380
|
|
|
—
|
|
|
380
|
|
|
—
|
|
||||
Total assets
|
$
|
198,804
|
|
|
$
|
19,529
|
|
|
$
|
380
|
|
|
$
|
178,895
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
3,194
|
|
|
$
|
—
|
|
|
$
|
3,194
|
|
|
$
|
—
|
|
|
April 28, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
6,650
|
|
|
$
|
6,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
DPP receivable - receivables securitization program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
DPP receivable - customer financing
|
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
|
|
|
$
|
—
|
|
2020
|
$
|
21,087
|
|
2021
|
17,133
|
|
|
2022
|
13,487
|
|
|
2023
|
8,198
|
|
|
2024
|
4,126
|
|
|
Thereafter
|
1,476
|
|
|
Total
|
$
|
65,507
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Income from continuing operations before taxes
|
|
|
|
|
|
||||||
United States
|
$
|
76,035
|
|
|
$
|
144,278
|
|
|
$
|
217,529
|
|
International
|
30,193
|
|
|
34,985
|
|
|
33,352
|
|
|||
Total
|
$
|
106,228
|
|
|
$
|
179,263
|
|
|
$
|
250,881
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(19
|
)
|
|
$
|
5,876
|
|
|
$
|
72,339
|
|
Foreign
|
9,207
|
|
|
11,228
|
|
|
9,100
|
|
|||
State
|
3,402
|
|
|
2,243
|
|
|
9,367
|
|
|||
Total current expense
|
12,590
|
|
|
19,347
|
|
|
90,806
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
9,709
|
|
|
(45,177
|
)
|
|
(11,802
|
)
|
|||
Foreign
|
(53
|
)
|
|
(743
|
)
|
|
(28
|
)
|
|||
State
|
1,106
|
|
|
4,862
|
|
|
(1,883
|
)
|
|||
Total deferred expense (benefit)
|
10,762
|
|
|
(41,058
|
)
|
|
(13,713
|
)
|
|||
Income tax expense (benefit)
|
$
|
23,352
|
|
|
$
|
(21,711
|
)
|
|
$
|
77,093
|
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Deferred tax assets:
|
|
|
|
||||
Capital accumulation plan
|
$
|
3,988
|
|
|
$
|
4,862
|
|
Inventory related items
|
4,887
|
|
|
4,407
|
|
||
Bad debt allowance
|
1,888
|
|
|
1,052
|
|
||
Stock based compensation expense
|
6,918
|
|
|
6,514
|
|
||
Interest rate swap
|
4,041
|
|
|
4,712
|
|
||
Foreign tax credit
|
7,358
|
|
|
8,472
|
|
||
Other
|
5,053
|
|
|
11,748
|
|
||
Gross deferred tax assets
|
34,133
|
|
|
41,767
|
|
||
Less: Valuation allowance
|
(11,237
|
)
|
|
(13,830
|
)
|
||
Total net deferred tax assets
|
22,896
|
|
|
27,937
|
|
||
Deferred tax liabilities
|
|
|
|
||||
LIFO reserve
|
(24,098
|
)
|
|
(19,727
|
)
|
||
Amortizable intangibles
|
(77,126
|
)
|
|
(84,778
|
)
|
||
Goodwill
|
(43,903
|
)
|
|
(41,635
|
)
|
||
Property, plant, equipment
|
(40,793
|
)
|
|
(33,376
|
)
|
||
Total deferred tax liabilities
|
(185,920
|
)
|
|
(179,516
|
)
|
||
Deferred net long-term income tax liability
|
$
|
(163,024
|
)
|
|
$
|
(151,579
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Tax at U.S. statutory rate
|
$
|
22,306
|
|
|
$
|
54,674
|
|
|
$
|
87,807
|
|
State tax provision, net of federal benefit
|
3,492
|
|
|
4,650
|
|
|
5,217
|
|
|||
Effect of foreign taxes
|
2,728
|
|
|
(186
|
)
|
|
(2,602
|
)
|
|||
ESOP
|
(2,465
|
)
|
|
(4,036
|
)
|
|
(4,198
|
)
|
|||
Other permanent differences
|
1,074
|
|
|
(728
|
)
|
|
(2,663
|
)
|
|||
Tax on dividends, net of foreign tax credit
|
—
|
|
|
—
|
|
|
(2,406
|
)
|
|||
Tax reform
|
(2,686
|
)
|
|
(76,648
|
)
|
|
—
|
|
|||
Other
|
(1,097
|
)
|
|
563
|
|
|
(4,062
|
)
|
|||
Income tax expense (benefit)
|
$
|
23,352
|
|
|
$
|
(21,711
|
)
|
|
$
|
77,093
|
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Balance at beginning of period
|
$
|
14,227
|
|
|
$
|
14,211
|
|
Additions for tax positions related to the current year
|
972
|
|
|
1,713
|
|
||
Additions for tax positions of prior years
|
50
|
|
|
232
|
|
||
Reductions for tax positions of prior years
|
(228
|
)
|
|
(475
|
)
|
||
Statute expirations
|
(1,984
|
)
|
|
(1,284
|
)
|
||
Settlements
|
(2
|
)
|
|
(170
|
)
|
||
Balance at end of period
|
$
|
13,035
|
|
|
$
|
14,227
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Consolidated net sales
|
|
|
|
|
|
||||||
United States
|
$
|
4,638,184
|
|
|
$
|
4,537,326
|
|
|
$
|
4,725,322
|
|
United Kingdom
|
597,953
|
|
|
583,057
|
|
|
547,968
|
|
|||
Canada
|
338,386
|
|
|
345,300
|
|
|
319,837
|
|
|||
Total
|
$
|
5,574,523
|
|
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
Dental net sales
|
|
|
|
|
|
||||||
United States
|
$
|
1,989,875
|
|
|
$
|
1,985,398
|
|
|
$
|
2,185,341
|
|
Canada
|
201,915
|
|
|
210,680
|
|
|
204,878
|
|
|||
Total
|
$
|
2,191,790
|
|
|
$
|
2,196,078
|
|
|
$
|
2,390,219
|
|
Animal Health net sales
|
|
|
|
|
|
||||||
United States
|
$
|
2,620,104
|
|
|
$
|
2,524,887
|
|
|
$
|
2,496,899
|
|
United Kingdom
|
597,953
|
|
|
583,057
|
|
|
547,968
|
|
|||
Canada
|
136,471
|
|
|
134,620
|
|
|
114,959
|
|
|||
Total
|
$
|
3,354,528
|
|
|
$
|
3,242,564
|
|
|
$
|
3,159,826
|
|
Corporate net sales
|
|
|
|
|
|
||||||
United States
|
$
|
28,205
|
|
|
$
|
27,041
|
|
|
$
|
43,082
|
|
Total
|
$
|
28,205
|
|
|
$
|
27,041
|
|
|
$
|
43,082
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Consolidated net sales
|
|
|
|
|
|
||||||
Consumable
|
$
|
4,482,016
|
|
|
$
|
4,415,643
|
|
|
$
|
4,400,888
|
|
Equipment and software
|
753,805
|
|
|
709,253
|
|
|
834,526
|
|
|||
Other
|
338,702
|
|
|
340,787
|
|
|
357,713
|
|
|||
Total
|
$
|
5,574,523
|
|
|
$
|
5,465,683
|
|
|
$
|
5,593,127
|
|
Dental net sales
|
|
|
|
|
|
||||||
Consumable
|
$
|
1,214,814
|
|
|
$
|
1,251,642
|
|
|
$
|
1,321,764
|
|
Equipment and software
|
694,864
|
|
|
660,355
|
|
|
780,868
|
|
|||
Other
|
282,112
|
|
|
284,081
|
|
|
287,587
|
|
|||
Total
|
$
|
2,191,790
|
|
|
$
|
2,196,078
|
|
|
$
|
2,390,219
|
|
Animal Health net sales
|
|
|
|
|
|
||||||
Consumable
|
$
|
3,267,202
|
|
|
$
|
3,164,001
|
|
|
$
|
3,079,124
|
|
Equipment and software
|
58,941
|
|
|
48,898
|
|
|
53,658
|
|
|||
Other
|
28,385
|
|
|
29,665
|
|
|
27,044
|
|
|||
Total
|
$
|
3,354,528
|
|
|
$
|
3,242,564
|
|
|
$
|
3,159,826
|
|
Corporate net sales
|
|
|
|
|
|
||||||
Other
|
$
|
28,205
|
|
|
$
|
27,041
|
|
|
$
|
43,082
|
|
Total
|
$
|
28,205
|
|
|
$
|
27,041
|
|
|
$
|
43,082
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Operating income (loss) from continuing operations
|
|
|
|
|
|
||||||
Dental
|
$
|
179,236
|
|
|
$
|
229,201
|
|
|
$
|
263,671
|
|
Animal Health
|
81,472
|
|
|
78,058
|
|
|
88,132
|
|
|||
Corporate
|
(122,992
|
)
|
|
(87,370
|
)
|
|
(63,875
|
)
|
|||
Consolidated operating income from continuing operations
|
$
|
137,716
|
|
|
$
|
219,889
|
|
|
$
|
287,928
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Dental
|
$
|
8,792
|
|
|
$
|
7,435
|
|
|
$
|
11,840
|
|
Animal Health
|
49,362
|
|
|
50,892
|
|
|
50,144
|
|
|||
Corporate
|
24,619
|
|
|
25,489
|
|
|
21,834
|
|
|||
Consolidated depreciation and amortization
|
$
|
82,773
|
|
|
$
|
83,816
|
|
|
$
|
83,818
|
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Property and equipment, net
|
|
|
|
||||
United States
|
$
|
295,381
|
|
|
$
|
278,508
|
|
United Kingdom
|
1,976
|
|
|
1,773
|
|
||
Canada
|
8,433
|
|
|
10,309
|
|
||
Total
|
$
|
305,790
|
|
|
$
|
290,590
|
|
|
|
|
|
||||
|
April 27,
2019 |
|
April 28,
2018 |
||||
Total assets
|
|
|
|
||||
Dental
|
$
|
641,721
|
|
|
$
|
853,555
|
|
Animal Health
|
2,156,723
|
|
|
2,128,800
|
|
||
Corporate
|
470,825
|
|
|
489,309
|
|
||
Total assets
|
$
|
3,269,269
|
|
|
$
|
3,471,664
|
|
|
Quarter
|
||||||||||||||
Fiscal year
|
1
|
|
2
|
|
3
|
|
4
|
||||||||
2019
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
2018
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
||||
2017
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.26
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Expected dividend yield
|
4.5
|
%
|
|
2.2
|
%
|
|
2.0
|
%
|
|||
Expected stock price volatility
|
24.6
|
%
|
|
21.6
|
%
|
|
21.2
|
%
|
|||
Risk-free interest rate
|
2.9
|
%
|
|
1.9
|
%
|
|
1.2
|
%
|
|||
Expected life (years)
|
6.2
|
|
|
6.6
|
|
|
6.6
|
|
|||
Weighted average grant date fair value per share
|
$
|
3.66
|
|
|
$
|
8.18
|
|
|
$
|
8.32
|
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate Intrinsic
Value
|
|||||
Balance as of April 28, 2018
|
1,206
|
|
|
$
|
50.82
|
|
|
|
||
Granted
|
621
|
|
|
23.40
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
19.85
|
|
|
|
|||
Canceled
|
(270
|
)
|
|
50.41
|
|
|
|
|||
Balance as of April 27, 2019
|
1,556
|
|
|
$
|
39.96
|
|
|
$
|
—
|
|
Vested or expected to vest as of April 27, 2019
|
1,418
|
|
|
$
|
38.84
|
|
|
$
|
—
|
|
Exercisable as of April 27, 2019
|
282
|
|
|
$
|
49.05
|
|
|
$
|
—
|
|
|
Restricted Stock Awards
|
|||||
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Outstanding at April 28, 2018
|
304
|
|
|
$
|
40.13
|
|
Granted
|
37
|
|
|
24.83
|
|
|
Vested
|
(133
|
)
|
|
38.61
|
|
|
Forfeitures
|
(41
|
)
|
|
41.10
|
|
|
Outstanding at April 27, 2019
|
167
|
|
|
$
|
37.91
|
|
|
Restricted Stock Units
|
|||||
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|||
Outstanding at April 28, 2018
|
541
|
|
|
$
|
45.74
|
|
Granted
|
773
|
|
|
23.27
|
|
|
Vested
|
(111
|
)
|
|
43.71
|
|
|
Forfeitures
|
(78
|
)
|
|
38.85
|
|
|
Outstanding at April 27, 2019
|
1,125
|
|
|
$
|
30.97
|
|
|
Performance Unit Awards
|
|||||
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Outstanding at April 28, 2018
|
236
|
|
|
$
|
51.66
|
|
Granted
|
142
|
|
|
22.63
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeitures and cancellations
|
(93
|
)
|
|
50.22
|
|
|
Outstanding at April 27, 2019
|
285
|
|
|
$
|
34.86
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Expected dividend yield
|
5.2
|
%
|
|
2.8
|
%
|
|
2.3
|
%
|
|||
Expected stock price volatility
|
38.6
|
%
|
|
28.1
|
%
|
|
32.9
|
%
|
|||
Risk-free interest rate
|
2.5
|
%
|
|
1.7
|
%
|
|
0.7
|
%
|
|||
Expected life (years)
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|||
Weighted average grant date fair value per share
|
$
|
5.21
|
|
|
$
|
8.73
|
|
|
$
|
10.33
|
|
|
|
||||||
|
April 28,
2018 |
|
April 29,
2017 |
||||
Expected dividend yield
|
2.8
|
%
|
|
2.3
|
%
|
||
Expected stock price volatility
|
24.4
|
%
|
|
28.3
|
%
|
||
Risk-free interest rate
|
1.8
|
%
|
|
0.9
|
%
|
||
Expected life (years)
|
1.0
|
|
|
1.0
|
|
||
Weighted average grant date fair value per share
|
$
|
12.98
|
|
|
$
|
15.21
|
|
|
Quarter Ended
|
||||||||||||||
|
April 27, 2019
|
|
January 26, 2019
|
|
October 27, 2018
|
|
July 28, 2018 (1)
|
||||||||
Net sales
|
$
|
1,436,706
|
|
|
$
|
1,396,745
|
|
|
$
|
1,404,752
|
|
|
$
|
1,336,320
|
|
Gross profit
|
312,527
|
|
|
299,509
|
|
|
295,076
|
|
|
283,663
|
|
||||
Operating income from continuing operations
|
46,623
|
|
|
45,363
|
|
|
41,216
|
|
|
4,514
|
|
||||
Net income (loss) from continuing operations
|
27,685
|
|
|
31,054
|
|
|
28,646
|
|
|
(4,509
|
)
|
||||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
27,685
|
|
|
31,054
|
|
|
28,646
|
|
|
(4,509
|
)
|
||||
Net loss attributable to noncontrolling interests
|
(305
|
)
|
|
(171
|
)
|
|
(223
|
)
|
|
(53
|
)
|
||||
Net income (loss) attributable to Patterson Companies, Inc.
|
$
|
27,990
|
|
|
$
|
31,225
|
|
|
$
|
28,869
|
|
|
$
|
(4,456
|
)
|
Basic earnings (loss) per share attributable to Patterson Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.31
|
|
|
$
|
(0.05
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net basic earnings (loss) per share
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.31
|
|
|
$
|
(0.05
|
)
|
Diluted earnings (loss) per share attributable to Patterson Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
(0.05
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net diluted earnings (loss) per share
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
(0.05
|
)
|
|
Quarter Ended
|
||||||||||||||
|
April 28, 2018
|
|
January 27, 2018 (2)
|
|
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 (loss) from continuing operations
|
20,928
|
|
|
108,955
|
|
|
40,244
|
|
|
30,847
|
|
||||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
20,928
|
|
|
108,955
|
|
|
40,244
|
|
|
30,847
|
|
||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to Patterson Companies, Inc.
|
$
|
20,928
|
|
|
$
|
108,955
|
|
|
$
|
40,244
|
|
|
$
|
30,847
|
|
Basic earnings (loss) per share attributable to Patterson Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net basic earnings (loss) per share
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
Diluted earnings (loss) per share attributable to Patterson Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net diluted earnings (loss) per share
|
$
|
0.23
|
|
|
$
|
1.18
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
(1)
|
In the first quarter of fiscal 2019, we recorded a pre-tax charge of $28,263 related to a litigation settlement. See Note 17 to the Consolidated Financial Statements for additional information.
|
(2)
|
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 12 to the Consolidated Financial Statements for additional information.
|
|
Cash Flow
Hedges
|
|
Currency
Translation
Adjustment
|
|
Total
|
||||||
AOCL at April 28, 2018
|
$
|
(13,118
|
)
|
|
$
|
(61,856
|
)
|
|
$
|
(74,974
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(15,583
|
)
|
|
(15,583
|
)
|
|||
Amounts reclassified from AOCL
|
2,288
|
|
|
—
|
|
|
2,288
|
|
|||
AOCL at April 27, 2019
|
$
|
(10,830
|
)
|
|
$
|
(77,439
|
)
|
|
$
|
(88,269
|
)
|
|
|
/s/ Mark S. Walchirk
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Donald J. Zurbay
|
|
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
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
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 2019, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the consolidated balance sheets, (ii) the consolidated statements of income and other comprehensive income, (iii) the consolidated statements of changes in stockholders’ equity, (iv) the consolidated statements of cash flows and (v) the notes to the consolidated financial statements.(*)
|
(*)
|
The iXBRL 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 27, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
9,537
|
|
|
$
|
7,333
|
|
|
$
|
—
|
|
|
$
|
10,098
|
|
|
$
|
6,772
|
|
LIFO inventory adjustment
|
$
|
82,105
|
|
|
$
|
9,237
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,342
|
|
Inventory obsolescence reserve
|
5,376
|
|
|
30,995
|
|
|
—
|
|
|
26,272
|
|
|
10,099
|
|
|||||
Total inventory reserve
|
$
|
87,481
|
|
|
$
|
40,232
|
|
|
$
|
—
|
|
|
$
|
26,272
|
|
|
$
|
101,441
|
|
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
|
|
|
|
|
PATTERSON COMPANIES, INC.
|
|
Dated:
|
June 26, 2019
|
|
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 26, 2019
|
Mark S. Walchirk
|
|
|
|
|
|
|
|
|
|
/s/ Donald J. Zurbay
|
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
June 26, 2019
|
Donald J. Zurbay
|
|
|
|
|
|
|
|
|
|
/s/ John D. Buck
|
|
Chairman of the Board
|
|
June 26, 2019
|
John D. Buck
|
|
|
|
|
|
|
|
|
|
/s/ Alex N. Blanco
|
|
Director
|
|
June 26, 2019
|
Alex N. Blanco
|
|
|
|
|
|
|
|
|
|
/s/ Jody H. Feragen
|
|
Director
|
|
June 26, 2019
|
Jody H. Feragen
|
|
|
|
|
|
|
|
|
|
/s/ Robert C. Frenzel
|
|
Director
|
|
June 26, 2019
|
Robert C. Frenzel
|
|
|
|
|
|
|
|
|
|
/s/ Francis J. Malecha
|
|
Director
|
|
June 26, 2019
|
Francis J. Malecha
|
|
|
|
|
|
|
|
|
|
/s/ Ellen A. Rudnick
|
|
Director
|
|
June 26, 2019
|
Ellen A. Rudnick
|
|
|
|
|
|
|
|
|
|
/s/ Neil A. Schrimsher
|
|
Director
|
|
June 26, 2019
|
Neil A. Schrimsher
|
|
|
|
|
|
|
|
|
|
/s/ James W. Wiltz
|
|
Director
|
|
June 26, 2019
|
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 status at
|
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.
|
a.
|
Any person who is an Employee as of the Offering Date of a given offering period and who has had Continuous Status as an Employee for three consecutive months shall be eligible to participate in such offering period under the Plan, subject to the requirements of paragraph 5(a) and the limitations imposed by Section 423(b) of the Code. All eligible Employees who elect to participate in this Plan shall have the same rights and privileges except as provided in Subparagraph (b) below.
|
NAME
|
JURISDICTION OF INCORPORATION
|
Patterson Dental Holdings, Inc.
|
Minnesota
|
Patterson Dental Supply, Inc.
|
Minnesota
|
Dolphin Imaging Systems, LLC
|
Delaware
|
Dolphin Practice Management, LLC
|
Delaware
|
Direct Dental Supply Co.
|
Nevada
|
Patterson Technology Center, Inc.
|
Minnesota
|
Patterson Dental Canada Inc.
|
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
|
PDC Funding Company III, 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.
|
California
|
IAH Properties, LLC
|
Colorado
|
Indiana Animal Health, LLC
|
Colorado
|
Patterson Veterinary Supply, Inc.
|
Minnesota
|
PVSI Products, LLC
|
Minnesota
|
Patterson Teleradiology, LLC
|
Colorado
|
Patterson Management, LP
|
Minnesota
|
PDCO HoldCo (Canada), Inc
|
Canada
|
Kane Veterinary Supplies, Ltd.
|
Canada
|
Patterson (PDCO) Holdings UK Limited
|
England and Wales
|
National Veterinary Services Limited
|
England and Wales
|
Patterson Logistics Services, Inc.
|
Minnesota
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended April 27, 2019 of Patterson Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: June 26, 2019
|
|
/s/ Mark S. Walchirk
|
|
|
Mark S. Walchirk
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended April 27, 2019 of Patterson Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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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)
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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)
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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)
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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):
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a)
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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)
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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 26, 2019
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/s/ Donald J. Zurbay
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Donald J. Zurbay
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Chief Financial Officer and Treasurer
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/s/ Mark S. Walchirk
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Mark S. Walchirk
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President and Chief Executive Officer
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Date: June 26, 2019
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/s/ Donald J. Zurbay
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Donald J. Zurbay
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Chief Financial Officer and Treasurer
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Date: June 26, 2019
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