8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

February 24, 2005

Date of report

PATTERSON COMPANIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	0-20572	41-0886515
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(Address of Principal Executive Offices, including Zip Code)

(651) 686-1600

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 24, 2005, Patterson Companies, Inc. issued a press release announcing its financial results for the third quarter of fiscal year 2005 ended January 29, 2005. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

99 Press release of Patterson Companies, Inc., dated February 24, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PATTERSON COMPANIES, INC.
Date: February 24, 2005	By:	/s/ R. Stephen Armstrong R. Stephen Armstrong Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
99	Press release of Patterson Companies, Inc., dated February 24, 2005.

EX-99

Exhibit 99

Patterson Companies Reports Strongly Improved

Third Quarter Sales and Earnings

St. Paul, MN—February 24, 2005—Patterson Companies, Inc. (Nasdaq NMS: PDCO) today reported consolidated sales of $638,005,000 for the third quarter of fiscal 2005 ended January 29, an increase of 22% from $521,218,000 in the year-earlier quarter. Excluding four acquisitions earlier this year, internally generated sales were up approximately 15%. Net income increased 25% to $50,137,000 or $0.36 per diluted share, from $40,061,000 or $0.29 per diluted share in the third quarter of fiscal 2004.

The Patterson Dental Supply unit, Patterson’s largest business, reported sales growth of 18% to $499,796,000 in the third quarter. Substantially all of this growth was internally generated.

• Sales of consumable dental supplies and printed office products increased 10% in the third quarter. One extra selling day in the quarter accounted for an estimated one to two percentage points of the sales growth for this period. Consumable sales also benefited from the effectiveness of efforts to strengthen this portion of Patterson’s business. Patterson Dental’s sales force, the largest in the industry, totaled approximately 1,420 at the end of the third quarter.

• Sales of dental equipment and software rose 30% in the third quarter, generated by strong demand for both basic and new technology equipment in the U.S. and Canada.

• Sales of other services and products, consisting primarily of parts, technical service, software support, and insurance e-claims, increased 8% in the third quarter.

Sales of the Webster Veterinary Supply unit increased 64% in the third quarter to $70,701,000, which included contributions from the acquisitions of ProVet in April 2004 and Milburn Distributions, Inc. in October. As previously reported, ProHeart 6, an injectable heartworm medication, was voluntarily withdrawn from the U.S. market by its manufacturer in September 2004. On an annual basis, ProHeart 6 contributed sales of approximately $12 million. Excluding the nearly $3 million of ProHeart 6 sales in last year’s third quarter and the impact of the two acquisitions earlier this year, Webster’s sales increased approximately 12% in this year’s third quarter. This result was particularly positive since the third quarter is Webster’s seasonally lowest period of the fiscal year.

Sales of AbilityOne Products Corp., Patterson’s rehabilitation supply and equipment unit, increased 27% in the third quarter to $67,508,000. Excluding the May 2004 acquisition of Medco Supply Company, as well as the impact of the additional selling day in the quarter and currency adjustments related to its foreign operations, AbilityOne’s internally generated sales increased approximately 9%.

Peter L. Frechette, chairman and chief executive officer, commented: “We are very encouraged by Patterson’s strongly improved sales and earnings in this year’s third quarter. Virtually every aspect of our dental business is continuing to perform at a high level. Sales of dental consumables registered their highest growth rate in recent years, while demand remains strong for basic equipment and new-generation dental systems, including the CEREC^®3D dental restorative system, digital radiography and related networking systems. Dental practices are investing heavily in equipment and software that strengthens office productivity and improves clinical outcomes. As the leading distributor of dental equipment by a considerable margin, Patterson Dental is extremely well positioned to capitalize upon these ongoing investment trends.”

Frechette continued: “AbilityOne’s third quarter performance in comparison to the year-earlier period was affected by below-plan sales, modestly lower gross margins and certain unanticipated expenses. We believe this is a short-term situation and corrective actions are now underway. We are very encouraged by the solid performance of our Webster unit, which posted strong sales growth during the seasonally slow winter months despite the lost ProHeart revenues. Webster is pursuing a number of promising new opportunities, and we are optimistic about the prospects of our veterinary supply business.”

Patterson is forecasting earnings of $0.38 to $0.40 per diluted share for the fourth quarter of fiscal 2005 ending April 30, which is consistent with the Company’s previously-issued financial guidance of $1.34 to $1.36 for the full fiscal year.

About Patterson Companies, Inc.

Patterson Companies, Inc. is a value-added distributor serving the dental, companion-pet veterinarian and rehabilitation supply markets.

Dental Market

As Patterson’s largest business, Patterson Dental Supply provides a virtually complete range of consumable dental products, equipment and software, turnkey digital solutions and value-added services to dentists and dental laboratories throughout North America.

Veterinary Market

Webster Veterinary Supply is the nation’s second largest distributor of consumable veterinary supplies, equipment, diagnostic products, vaccines and pharmaceuticals to companion-pet veterinary clinics.

Rehabilitation Market

AbilityOne Products Corp. is the world’s leading distributor of rehabilitation supplies and non-wheelchair assistive patient products to the physical and occupational therapy markets. The unit’s global customer base includes hospitals, long-term care facilities, clinics and dealers.

#    #    #

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. The Company cautions shareholders and prospective investors that the following factors, among others, may cause actual results to differ materially from those indicated by the forward-looking statements: competition within the dental, veterinary, and rehabilitative and assistive living supply industries; changes in the economics of dentistry, including reduced growth in expenditures by private dental insurance plans, the effects of economic conditions and the effects of healthcare reform, which may affect future per capita expenditures for dental services and the ability and willingness of dentists to invest in high-technology products; the effects of healthcare related legislation and regulation which may affect expenditures or reimbursements for rehabilitative and assistive products; changes in the economics of the veterinary supply market, including reduced growth in per capita expenditures for veterinary services and reduced growth in the number of households owning pets; the ability of the Company to maintain satisfactory relationships with its sales force; unforeseen operating risks; risks associated with the dependence on manufacturers of the Company’s products; and the ability of the Company to successfully integrate the recent acquisitions into its existing business. Forward-looking statements are qualified in their entirety by the cautionary language set forth in the Company’s filings with the Securities and Exchange Commission.

For additional information contact:
R. Stephen Armstrong	Richard G. Cinquina
Executive Vice President & CFO	Equity Market Partners
651/686-1600	904/261-2210 or 800/522-1744

Third Quarter Conference Call and Replay

Patterson’s third quarter earnings conference call will start at 11:00 a.m. Eastern today. To participate, call 1-800-366-7417 about 10 minutes before the start time and ask for the Patterson Companies conference call. A replay of the conference call can be heard through March 3, 2005 by dialing 1-303-590-3000 and providing the 11024161 pass code. Investors also can listen to a live webcast of the conference call at www.pattersoncompanies.com. Listeners should go to this website at least 15 minutes prior to the call to download and install any necessary audio software. The conference call will be archived on Patterson’s web site.

Patterson Companies, Inc.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for earnings per share)

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 29, 2005			January 24, 2004			January 29, 2005			January 24, 2004
Net sales	$	638,005		$	521,218		$	1,794,185		$	1,431,990
Gross profit		227,328			190,873			635,924			501,776
Operating expenses		145,549			123,882			416,484			333,498
Operating income		81,779			66,991			219,440			168,278
Other (expense) income, net		(1,681	)		(2,790	)		(6,241	)		(1,070	)
Income before taxes		80,098			64,201			213,199			167,208
Income taxes		29,961			24,140			79,743			62,868
Net income	$	50,137		$	40,061		$	133,456		$	104,340
Earnings per share:
Basic	$	0.37		$	0.29		$	0.98		$	0.77
Diluted	$	0.36		$	0.29		$	0.96		$	0.76
Shares:
Basic		136,924			135,988			136,728			135,826
Diluted		138,960			138,170			138,788			137,576
Gross margin		35.6	%		36.6	%		35.4	%		35.0	%
Operating expenses as a % of net sales		22.8	%		23.8	%		23.2	%		23.2	%
Operating income as a % of net sales		12.8	%		12.8	%		12.2	%		11.8	%
Effective tax rate		37.4	%		37.6	%		37.4	%		37.6	%
Return on net sales		7.9	%		7.7	%		7.4	%		7.3	%

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SUPPLEMENTARY FINANCIAL DATA

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 29, 2005			January 24, 2004			January 29, 2005			January 24, 2004
Consolidated Net Sales
Consumable and printed products	$	365,408		$	304,977		$	1,122,411		$	891,133
Equipment and software		229,349			177,589			542,008			430,214
Other		43,248			38,652			129,766			110,643
Total	$	638,005		$	521,218		$	1,794,185		$	1,431,990
Rehabilitative Supply
Actual
Consumable and printed products	$	55,960		$	42,725		$	185,824		$	68,291
Equipment		8,386			7,924			24,086			12,317
Other		3,162			2,340			10,048			4,223
Total	$	67,508		$	52,989		$	219,958		$	84,831
Proforma							$	219,958		$	165,354	(a)
Veterinary Supply
Consumable and printed products	$	65,394		$	40,076		$	195,934		$	149,075
Equipment		3,442			2,028			8,818			4,904
Other		1,865			980			5,144			3,566
Total	$	70,701		$	43,084		$	209,896		$	157,545
Other (Expense) Income, net
Interest income	$	1,533		$	1,500		$	4,034		$	4,763
Interest expense		(3,303	)		(4,317	)		(10,852	)		(6,238	)
Other		89			27			577			405
	$	(1,681	)	$	(2,790	)	$	(6,241	)	$	(1,070	)

(a) Proforma basis, as if the acquisition of AbilityOne had occurred at the beginning of fiscal 2004, but does not give effect to the fiscal 2005 Medco acquisition.

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CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	January 29, 2005		April 24, 2004
	(Unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	341,568	$	295,178
Receivables, net		296,021		285,249
Inventory		199,885		173,022
Prepaid expenses and other current assets		29,063		24,694
Total current assets		866,537		778,143
Property and equipment, net		91,742		77,233
Goodwill and other intangible assets		748,535		698,217
Other		41,165		35,364
Total Assets	$	1,747,979	$	1,588,957
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	180,073	$	149,528
Other accrued liabilities		130,276		94,129
Current maturities of long-term debt		20,031		20,031
Total current liabilities		330,380		263,688
Long-term debt		411,534		479,556
Other non-current liabilities		48,881		43,955
Total liabilities		790,795		787,199
Stockholders’ equity		957,184		801,758
Total Liabilities and Stockholders’ Equity	$	1,747,979	$	1,588,957

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended
	January 29, 2005			January 24, 2004
Operating activities:
Net income	$	133,456		$	104,340
Depreciation & amortization		20,239			13,314
Change in assets and liabilities, net of acquired		37,582			(24,303	)
Net cash provided by operating activities		191,277			93,351
Investing activities:
Additions to property and equipment, net		(22,590	)		(11,290	)
Acquisitions		(72,855	)		(581,782	)
(Purchase) sale of investments		(4,207	)		14,731
Net cash used in investing activities		(99,652	)		(578,341	)
Net cash (used in) provided by financing activities		(49,442	)		504,825
Net increase in cash and cash equivalents	$	42,183		$	19,835