10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 30, 2005.

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 0-20572

PATTERSON COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0886515
(State of incorporation)	(I.R.S. 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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)    x  Yes    ¨  No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Patterson Companies, Inc. had outstanding 137,920,980 shares of common stock as of September 5, 2005.

PATTERSON COMPANIES, INC.

INDEX

			Page
PART I - FINANCIAL INFORMATION
	Item 1 -	Financial Statements (Unaudited)	3-11
		Condensed Consolidated Balance Sheets as of July 30, 2005 and April 30, 2005	3
		Condensed Consolidated Statements of Income for the Three Months Ended July 30, 2005 and July 31, 2004	4
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 30, 2005 and July 31, 2004	5
		Notes to Condensed Consolidated Financial Statements	6-11
	Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11-16
	Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4 -	Controls and Procedures	16
PART II - OTHER INFORMATION
	Item 1 -	Legal Proceedings	17
	Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 5 -	Other Information	17
	Item 6 -	Exhibits	17
	Signatures		18
	Exhibit Index		19

Safe Harbor Statement Under The Private Securities Litigation Reform Act Of 1995:

This Form 10-Q for the period ended July 30, 2005, contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which may be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “estimate”, “believe”, “goal”, or “continue”, or comparable terminology that involves risks and uncertainties that are qualified in their entirety by cautionary language set forth herein under the caption “Factors That May Affect Future Operating Results,” in the Company’s 2005 Annual Report on Form 10-K report filed on July 14, 2005 and other documents previously filed with the Securities and Exchange Commission.

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PART I - FINANCIAL INFORMATION

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	July 30, 2005			April 30, 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	145,204		$	232,549
Short-term investments		10,022			13,382
Receivables, net		305,824			317,168
Inventory		225,776			206,405
Prepaid expenses and other current assets		32,182			30,533
Total current assets		719,008			800,037
Property and equipment, net		109,826			97,178
Long-term receivables, net		37,891			33,573
Goodwill		632,700			632,549
Identifiable intangibles, net		111,948			113,530
Distribution agreement		100,000			—
Other		7,828			8,434
Total assets	$	1,719,201		$	1,685,301
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	147,696		$	160,954
Accrued payroll expense		23,266			43,132
Other accrued expenses		84,123			77,317
Income taxes payable		37,513			20,858
Current maturities of long-term debt		20,027			20,027
Total current liabilities		312,625			322,288
Long-term debt		296,523			301,530
Deferred taxes		50,244			46,411
Total liabilities		659,392			670,229
STOCKHOLDERS’ EQUITY
Common stock		1,379			1,378
Additional paid-in capital		126,988			124,212
Accumulated other comprehensive income		7,597			8,519
Retained earnings		944,711			901,829
Notes receivable from ESOP		(20,866	)		(20,866	)
Total stockholders’ equity		1,059,809			1,015,072
Total liabilities and stockholders’ equity	$	1,719,201		$	1,685,301

See accompanying notes.

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PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	July 30, 2005			July 31, 2004
Net sales	$	595,847		$	577,943
Cost of sales		388,603			373,974
Gross margin		207,244			203,969
Operating expenses		137,730			136,367
Operating income		69,514			67,602
Other income and (expense):
Finance income, net		2,096			1,321
Interest expense		(3,077	)		(3,758	)
Other		(31	)		41
Income before taxes		68,502			65,206
Income taxes		25,620			24,391
Net income	$	42,882		$	40,815
Earnings per share:
Basic	$	0.31		$	0.30
Diluted	$	0.31		$	0.29
Weighted average common shares:
Basic		137,309			136,522
Diluted		139,117			138,608

See accompanying notes.

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PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Three Months Ended
	July 30, 2005			July 31, 2004
Operating activities:
Net income	$	42,882		$	40,815
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3,647			3,551
Amortization of intangibles		1,632			2,898
Stock-based compensation		200			—
Bad debt expense		469			722
Change in assets and liabilities, net of acquired		(19,665	)		17,485
Net cash provided by operating activities		29,165			65,471
Investing activities:
Additions to property and equipment, net		(16,295	)		(8,100	)
Acquisitions, net		—			(52,856	)
Distribution agreement		(100,000	)		—
Sale (purchase) of short-term investments, net		3,360			(1,939	)
Net cash used in investing activities		(112,935	)		(62,895	)
Financing activities:
Payments and retirement of long-term debt and obligations under capital leases		(5,007	)		(5,205	)
Common stock issued, net		2,777			2,772
Net cash used in financing activities		(2,230	)		(2,433	)
Effect of exchange rate changes on cash		(1,345	)		995
Net (decrease) increase in cash and cash equivalents		(87,345	)		1,138
Cash and cash equivalents at beginning of period		232,549			287,160
Cash and cash equivalents at end of period	$	145,204		$	288,298

See accompanying notes.

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PATTERSON COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

July 30, 2005

NOTE 1 GENERAL

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of July 30, 2005 and the results of operations and the cash flows for the periods ended July 30, 2005 and July 31, 2004. Such adjustments are of a normal recurring nature. The results of operations for the periods ended July 30, 2005 and July 31, 2004, are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements included in the 2005 Annual Report on Form 10-K filed on July 14, 2005.

The condensed consolidated financial statements of Patterson Companies, Inc. include the assets and liabilities of PDC Funding Company, LLC (“PDC Funding”), a wholly owned subsidiary and a separate legal entity under Minnesota law. PDC Funding is a fully consolidated special purpose entity of the Company established to sell customer installment sale contracts to outside financial institutions in the normal course of business. The assets of PDC Funding would be available first and foremost to satisfy the claims of its creditors. There are no known creditors of PDC Funding.

Fiscal Year End

The fiscal year end of the Company is the last Saturday in April. Accordingly, the first quarter of fiscal 2006 and 2005 represent the 13 weeks ended July 30, 2005 and 14 weeks ended July 31, 2004, respectively. Because of the Company’s long established practice of using a 52/53-week fiscal year convention, fiscal 2006 will include 52 weeks of operations as compared to fiscal 2005 that was a 53 week period.

Stock Split

In October 2004, the Company’s stock was split two-for-one in the form of a 100% stock dividend. All prior share and per share amounts have been restated to reflect the stock split.

Reclassifications

Certain amounts previously reported have been reclassified to conform to the current presentation.

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Comprehensive Income

Total comprehensive income was $41,960 and $42,780 for the quarters ended July 30, 2005 and July 31, 2004, respectively. Other than net income, comprehensive income includes foreign currency translation effects and unrealized gains and losses on cash flow hedging instruments.

Distribution Agreement

In the first quarter of fiscal 2006, the Company extended its exclusive North American distribution agreement with Sirona Dental Systems GmbH (“Sirona”) for Sirona’s CEREC 3D dental restorative system. The Company paid a $100 million fee to extend the agreement for a 10-year period that begins in October 2007. The distribution fee is reflected as a non-current asset in the condensed consolidated balance sheet. The amortization of this asset will occur over the 10-year period and will reflect the pattern in which the economic benefits of the fee are realized.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):

	Three Months Ended
	July 30, 2005	July 31, 2004
Denominator:
Denominator for basic earnings per
share - weighted-average shares	137,309	136,522
Effect of dilutive securities:
Stock option plans	1,571	1,828
Employee Stock Purchase Plan	36	44
Capital Accumulation Plan	142	155
Convertible debentures	59	59
Dilutive potential common shares	1,808	2,086
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions	139,117	138,608

Options to purchase 1 share of common stock and 104 shares of restricted stock awards outstanding during the three months ended July 30, 2005 are excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

NOTE 2 GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balance by business segment as of April 30, 2005 and July 30, 2005 is as follows:

	Balance at April 30, 2005		Acquisition Activity		Translation And Other Activity		Balance at July 30, 2005
Dental Supply	$	77,437	$	—	$	110	$	77,547
Rehabilitation Supply		482,535		—		—		482,535
Veterinary Supply		72,577		—		41		72,618
Total	$	632,549	$	—	$	151	$	632,700

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Balances of acquired intangible assets excluding goodwill are as follows:

	July 30, 2005			April 30, 2005
Copyrights, trade names and trademarks - unamortized	$	76,402		$	76,402
Customer lists and other amortizable intangible assets		59,877			59,827
Less: Accumulated amortization		(24,331	)		(22,699	)
Net amortizable		35,546			37,128
Total identifiable intangible assets, net	$	111,948		$	113,530

NOTE 3 STOCK-BASED COMPENSATION

The Company has adopted the disclosure requirements of SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement 123.” The Company has chosen to continue with its current practice of applying the recognition and measurement principles of APB No. 25 “Accounting for Stock Issued to Employees.” This method defines the Company’s cost as the excess of the stock’s market value at the time of the grant over the amount that the employee is required to pay. No compensation expense has been recorded related to stock options as all options granted had an exercise price equal to or greater than the market value of the underlying common stock on the measurement date.

During the quarter ended July 30, 2005, the Company issued approximately 91,000 restricted stock awards (“RSAs”) and 13,000 performance unit awards (“PUAs”) to employees. The RSAs vest over a seven or nine-year period and are subject to forfeiture provisions. Certain RSAs are subject to accelerated vesting provisions beginning three years after the grant date, based on certain operating goals. The PUAs are earned at the end of a three-year period if certain operating goals are met, and are settled in an equivalent number of common shares or in cash as determined by the compensation committee of the Board of Directors. If these goals are not met, the PUAs are cancelled. The fair values of the RSAs and PUAs are expensed over the expected vesting periods. The Company recognized $0.2 million of expense, net of related tax benefit, related to RSAs and PUAs during the quarter ended July 30, 2005. There were no such awards issued or outstanding in any prior periods.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock Based Compensation” to stock-based employee compensation:

	Three Months Ended
	July 30, 2005			July 31, 2004
Net income, as reported	$	42,882		$	40,815
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		200			—
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(1,080	)		(546	)
Pro forma net income	$	42,002		$	40,269
Earnings per share—basic:
As reported	$	0.31		$	0.30
Pro forma	$	0.31		$	0.29
Earnings per share—diluted:
As reported	$	0.31		$	0.29
Pro forma	$	0.30		$	0.29

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On December 16, 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R is a revision of Statement No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS 123R eliminates the ability to account for share-based compensation transactions using the intrinsic value method under APB Opinion No. 25 and generally requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including employee stock options) based on the grant-date fair value of the award.

The options for transition methods as prescribed by SFAS 123R include either the modified prospective or the modified retrospective methods. The modified prospective method requires that compensation expense be recorded for all unvested stock options as the requisite service is rendered beginning with the first quarter of adoption, while the modified retrospective method would record compensation expense for stock options beginning with the first period restated. Under the modified retrospective method, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The restated amounts would be consistent with those that have been reported in pro forma disclosures under SFAS No. 148 and are included in the notes to the Company’s financial statements. Those results are not necessarily indicative of future results.

SFAS 123R will be effective for the Company beginning in its first quarter of fiscal 2007, however early adoption is permitted. The Company is currently evaluating SFAS 123R to determine the Company’s date of adoption, which fair-value-based model and transitional provision the Company will follow upon adoption, and the impact it may have on the Company’s consolidated financial statements.

NOTE 4 DERIVATIVE FINANCIAL INSTRUMENTS

In fiscal 2004, the Company entered into a swap agreement in the notional amount of $100 million that exchanged a floating interest rate payment obligation for a fixed rate payment obligation. The swap has been designated as a cash flow hedging instrument. The contract is recorded at fair value on the balance sheet and all changes in fair value are deferred in accumulated other comprehensive income. Upon recognition in the statement of income, such gains or losses are recorded as an

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adjustment to interest expense. The fair value of the interest rate swap agreement as of July 30, 2005 and April 30, 2005 was estimated at $0.9 million. The fair value of the interest rate swap agreement is the estimated amount the Company would pay or receive to terminate the agreement at the reporting date, taking into account current interest rates, market expectations for future interest rates and the Company’s current creditworthiness.

In the first quarter of fiscal 2006, the Company entered into certain offsetting and identical interest rate cap agreements. These cap agreements are not designated for hedge accounting treatment and were entered into to fulfill certain covenants of a sale agreement between a commercial paper conduit managed by JPMorgan Chase Bank, N.A. and PDC Funding. The cap agreements provide a credit enhancement feature for the installment contracts sold by PDC Funding to the commercial paper conduit, and replace a minimum interest rate margin previously required under the sale agreement.

PDC Funding purchased two interest rate caps from banks with combined amortizing notional amounts of $400 million. At the same time, Patterson Companies, Inc. sold two identical interest rate caps to the same banks. The fair value of the two purchased interest rate caps at July 30, 2005 was $0.4 million. This amount was completely offset by the fair value of the two sold interest rate caps of ($0.4) million. Accordingly, the impact to consolidated earnings of the Company is zero. The Company was not a party to any such interest rate cap agreements prior to the first quarter of fiscal 2006.

The Company has limited involvement with derivative financial instruments and does not use financial instruments or derivatives for any trading or other speculative purposes.

NOTE 5 ACQUISITIONS

There were no acquisitions completed during the quarter ended July 30, 2005. In May 2004, the Company acquired CAESY Education Systems, Inc. and Medco Supply Company, Inc. In October 2004, the Company acquired Milburn Distributions, Inc. (“Milburn”), the largest distributor specializing in the U.S. equine veterinary supply market. Additionally, the Company completed the acquisition of a small dental equipment dealer in September 2004. The operating results of these acquisitions are included in the Company’s condensed consolidated statements of income from the date of acquisition. Pro forma results of operations have not been presented for these acquisitions since the effects of the acquisitions were not material to the Company either individually or in the aggregate.

NOTE 6 SEGMENT REPORTING

Patterson Companies, Inc. is comprised of three reportable segments: dental, veterinary, and rehabilitation supply. The Company’s reportable business segments are strategic business units that offer similar products and services to different customer bases. The dental supply segment provides a virtually complete range of consumable dental products, clinical and laboratory equipment and value-added services to dentists, dental laboratories, institutions and other dental healthcare providers throughout North America. The veterinary supply segment provides consumable supplies, equipment, diagnostic products, biologicals (vaccines) and pharmaceuticals to companion-pet veterinary clinics in various regions of the United States, including the Eastern, Midwest, Mid-Atlantic, Southeastern, and Northwest regions. The rehabilitation supply segment provides a

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comprehensive range of distributed and self-manufactured rehabilitation medical supplies and non-wheelchair assistive products to acute care hospitals, long-term care facilities, rehabilitation clinics, dealers and schools.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies included in note 1 to the consolidated financial statements included in the 2005 Annual Report on Form 10-K filed on July 14, 2005. The Company evaluates segment performance based on operating income. The corporate office general and administrative expenses are included in the dental supply segment and consist of home office support costs in areas such as informational technology, marketing, purchasing, finance, human resources and facilities.

The following table presents information about the Company’s reportable segments:

	Three Months Ended
	July 30, 2005		July 31, 2004
Net sales
Dental supply	$	432,056	$	425,617
Rehabilitation supply		78,550		77,245
Veterinary supply		85,241		75,081
Consolidated net sales	$	595,847	$	577,943
Operating income
Dental supply	$	49,917	$	49,710
Rehabilitation supply		15,726		14,416
Veterinary supply		3,871		3,476
Consolidated operating income	$	69,514	$	67,602

The following table presents sales information by product for the Company:

	Three Months Ended
	July 30, 2005		July 31, 2004
Net sales
Consumable and printed products	$	400,340	$	389,863
Equipment and software		150,063		144,984
Other		45,444		43,096
Total	$	595,847	$	577,943

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our 2005 Annual Report on Form 10-K filed on July 14, 2005, for important background information regarding, among other things, an overview to the markets in which we operate and our business strategies. Notes 4, 5 and 6 to the accompanying condensed consolidated financial statements are incorporated by reference into this discussion.

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RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain operational data.

	Three Months Ended
	July 30, 2005		July 31, 2004
Net sales	100.0	%	100.0	%
Cost of sales	65.2	%	64.7	%
Gross margin	34.8	%	35.3	%
Operating expenses	23.1	%	23.6	%
Operating income	11.7	%	11.7	%
Other expense, net	(0.2	)%	(0.4	)%
Income before income taxes	11.5	%	11.3	%
Net income	7.2	%	7.1	%

QUARTER ENDED JULY 30, 2005 COMPARED TO QUARTER ENDED JULY 31, 2004.

Net Sales. Net sales for the three months ended July 30, 2005 (“Current Quarter”) totaled $595.8 million, a 3% increase from $577.9 million reported for the three months ended July 31, 2004 (“Prior Quarter”). Sales for the Prior Quarter included the impact of an extra, or fourteenth week, resulting from the Company’s long-standing convention of using a fifty-two, fifty-three week fiscal year ending on the final Saturday in April. On a comparable basis, which excludes the estimated impact of the extra week, sales increased 9% in the Current Quarter. The impact of foreign exchange rate changes on net sales for the Current Quarter was approximately 0.5% of total net sales.

It is difficult to precisely quantify the impact of the extra week on the quarterly operating results since certain aspects of the Company’s business, such as equipment sales and contract services, are not as directly affected by the additional billing days. As a result, the Company has not estimated the impact of the extra week on equipment sales.

Dental segment sales rose 7% to $432.1 million on a comparable basis. Sales of consumables were strong, increasing 8% and reflecting a continued focus on this aspect of the dental business. Equipment sales grew 4% on an actual quarter-over-quarter basis. This percentage does not include any estimated impact of the extra week for reasons discussed above. The Company experienced ongoing demand for new technology CEREC and digital

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radiography equipment and related software. Basic equipment, such as units, chairs and lights, experienced below-plan growth. Finally, sales of other services and products, consisting primarily of parts, technical service, software support, and insurance e-claims increased 12% on a comparable basis in the Current Quarter.

Veterinary sales increased approximately 9% on a comparable basis. The comparable basis first quarter of fiscal 2006 comparison excludes incremental sales resulting from the Milburn acquisition and the fiscal 2005 quarter results were adjusted to remove two factors: the voluntary recall of ProHeart 6® by the product’s manufacturer in September 2004 and the impact of the extra week.

Rehabilitation segment sales improved 9% in the Current Quarter, excluding the estimated impact of the additional week in the Prior Quarter. The sales from the Medco sports medicine business were especially strong. This business is seasonally strong in the July to September time frame, which is reflective of demand created by the football season and the start of the new school year.

Gross Margins. Consolidated gross margin decreased from 35.3% to 34.8% in the Current Quarter as compared to the Prior Quarter. The quarter-over-quarter decline resulted primarily from the impact of certain acquisitions.

The Veterinary supply business experienced a 70 basis point decline in its gross margin, due to the impact of the Milburn equine business, whose margins are below Webster Veterinary’s historic standards. Excluding Milburn, the Veterinary segment’s gross margin improved by 10 basis points in comparison to the Prior Quarter.

Patterson Medical’s gross margin also declined 70 basis points quarter-over-quarter, due primarily to strong sales of Medco sports medicine products, which carry lower margins than other Patterson Medical products. Excluding the impact of Medco, the rehabilitation segment’s gross margin improved 60 basis points.

Dental segment gross margin did not change significantly quarter-over-quarter.

Operating Expenses. Operating expenses as a percent of sales improved to 23.1%. This ratio represented a reduction of 50 basis points as compared to 23.6% in the Prior Quarter and resulted primarily from better operating leverage at both the rehabilitation and veterinary supply units.

In the Prior Quarter, the Veterinary segment was integrating the less efficient operations of the April 2004 ProVet acquisition. With this integration largely complete, Webster Veterinary’s operating expense ratio improved by 60 basis points in the Current Quarter.

As anticipated, the rehabilitation unit posted a significantly lower level of intangibles amortization in the Current Quarter. This reduction in amortization expense accounted for 150 basis points of improvement in the segment’s operating expense ratio. Excluding the lower amortization expense impact, the segment’s operating expense ratio improved by an additional 50 basis points year-over-year, reflecting better expense management.

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The Dental segment’s operating expense ratio was unchanged quarter-over-quarter.

Operating Income. Operating income was $69.5 million, or 11.7% of net sales in the Current Quarter. This percentage was consistent with 11.7% reported in the Prior Quarter and reflected the Company’s lower gross margin being offset by improved operating expense ratio. While it is intuitive, the Company’s operating margin for the Current Quarter would not be expected to show substantial improvement when compared to the Prior Quarter since the Prior Quarter included one additional week of revenue which would have had a positive impact on the Company’s operating margin in that period.

Other Expense, Net. Net other expense was $1.0 million for the Current Quarter compared to $2.4 million in the Prior Quarter. The reduction was due to two factors. First, increasing interest rates enabled the Company to earn more interest income in the Current Quarter. Second, debt payments totaling approximately $175 million over the last year resulted in less interest expense in the Current Quarter. The weighted average effective interest rate on all debt was approximately 3.8% in the Current Quarter. A similar rate in the second quarter of fiscal 2006 is expected.

Income Taxes. The effective income tax rate for the Current Quarter was 37.4%, which was consistent with the Prior Quarter.

Earnings Per Share. Earnings increased 5% to $42.9 million, resulting in diluted earnings per share of $0.31 versus $0.29 the same quarter a year ago.

LIQUIDITY AND CAPITAL RESOURCES

For the three months ended July 30, 2005, the Company generated $29.2 million of cash from operations on earnings of $42.9 million, compared to $65.5 million on earnings of $40.8 million in the three months ended July 31, 2004. The quarterly fluctuation was due largely to a reduction in trade payables in the Current Quarter due to timing of payments. In addition, the Prior Quarter’s operating cash flow benefited from an incremental $20 million from the sale of finance contracts, made possible by amendments to the Company’s funding arrangements near the end of fiscal 2004.

Cash flows also reflect the $100 million distribution fee that was paid for a 10-year extension of the Company’s exclusive North American distribution agreement of Sirona’s CEREC equipment. Capital expenditures were $16.3 million in the Current Quarter, including approximately $11 million for investments in projects related to a new printed office products facility, a new distribution facility for Patterson Medical’s U.K. operation, and the Company’s new shared distribution center in Kent, Washington. The new printed office products facility and the new shared distribution center both became operational in the Current Quarter.

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The Company expects funds generated by operations, existing cash balances and availability under existing debt facilities will be sufficient to meet the Company’s working capital needs and finance anticipated expansion plans and strategic initiatives over the next fiscal year.

CRITICAL ACCOUNTING POLICIES

There has been no material change in the Company’s Critical Accounting Policies, as disclosed in its 2005 Annual Report on Form 10-K filed on July 14, 2005.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

Certain information of a non-historical nature contains forward-looking statements. Words such as “believes,” “expects,” “plans,” “estimates,” “intends” and variations of such words are intended to identify such forward-looking statements. These statements are not guaranties of future performance and are subject to certain risks, uncertainties or assumptions that are difficult to predict; therefore, the Company cautions shareholders and prospective investors that the following important factors, among others, could cause the Company’s actual operating results to differ materially from those expressed in any forward-looking statements. The statements under this caption are intended to serve as cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995. The following information is not intended to limit in any way the characterization of other statements or information under other captions as cautionary statements for such purpose. The order in which such factors appear below should not be construed to indicate their relative importance or priority. The Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

• The Company’s ability to meet increased competition from national, regional and local full-service distributors and mail-order distributors of dental, veterinary and rehabilitation and assistive living products, while maintaining current or improved profit margins.

• The ability of the Company to retain its base of customers and to increase its market share.

• The ability of the Company to maintain satisfactory relationships with qualified and motivated sales personnel.

• The continued ability of the Company to maintain satisfactory relationships with key vendors and the ability of the Company to create relationships with additional manufacturers of quality, innovative products.

• Changes in the economics of dentistry affecting dental practice growth and the demand for dental products, including the ability and willingness of dentists to invest in high-technology diagnostic and therapeutic products.

• Reduced growth in expenditures for dental services by private dental insurance plans.

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• The accuracy of the Company’s assumptions concerning future per capita expenditures for dental services, including assumptions as to population growth and the demand for preventive dental services such as periodontic, endodontic and orthodontic procedures.

• The rate of growth in demand for infection control products currently used for prevention of the spread of communicable diseases such as AIDS, hepatitis and herpes.

• 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 effects of healthcare related legislation and regulation, which may affect expenditures or reimbursements for rehabilitation and assistive products.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since April 30, 2005 in the Company’s market risk. The weighted-average interest rate on long-term debt for the Current Quarter was approximately 3.8% and a similar rate is expected in the second quarter of fiscal 2006. As discussed in Note 4 to the condensed consolidated financial statements, the Company entered into certain offsetting interest rate cap agreements during the quarter ended July 30, 2005 that, on a consolidated basis, do not materially impact the Company’s market risk. For further information on market risk, refer to Item 7A in the Company’s 2005 Annual Report on Form 10-K filed on July 14, 2005.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”), management evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of July 30, 2005. Based upon management’s evaluation of these disclosure controls and procedures, the CEO and CFO concluded that the disclosure controls and procedures were effective as of July 30, 2005.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during the quarter ended July 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

16

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Four purported class action lawsuits were filed in the United States District Court for the District of Minnesota, naming the Company and certain officers and directors and alleging certain violations of the federal securities laws. On August 31, 2005 the Court entered an order consolidating the cases into a single action captioned In re Patterson Companies, Inc. Securities Litigation docketed as File No. 05cv1757 DSD/NMJ. Because of the status of the proceedings as well as the contingencies and uncertainties associated with litigation, it is not possible to predict the exposure that the Company will have, if any, in connection with the claims. The Company believes that the allegations made against it in the lawsuits are without merit and it intends to vigorously defend the claims.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) In September 2004, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to six million shares of common stock in open market transactions. The Company did not repurchase any shares under the program during the quarter ended July 30, 2005 and has not made any repurchases since the program’s approval in September 2004. As of July 30, 2005, the Company had authority to repurchase six million shares under that program. The repurchase authorization expires on September 30, 2009.

ITEM 5. OTHER INFORMATION

On September 7, 2005, the Company issued a press release announcing the acquisition of Accu-Bite, Inc., a Michigan-based dental distributor. A copy of the press release is furnished as Exhibit 99.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

ITEM 6. EXHIBITS

The exhibits listed in the accompanying exhibit index are filed as part of this Quarterly Report on Form 10-Q.

All other items under Part II have been omitted because they are inapplicable or the answers are negative, or were previously reported in the 2005 Annual Report on Form 10-K filed on July 14, 2005.

17

SIGNATURES

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

	PATTERSON COMPANIES, INC.
	(Registrant)
Dated: September 8, 2005
	By:	/s/ R. Stephen Armstrong
		R. Stephen Armstrong
		Executive Vice President, Treasurer and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

18

EXHIBIT INDEX

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer pursuant to Rules 13a-4(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rules 13a-4(a) and 15d-14(a), under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Press release of Patterson Companies, Inc. announcing acquisition of Accu-Bite, Inc., dated September 7, 2005.
99.2	Convertible debenture issued by the Company to Edward L. Donnelly, dated September 12, 2003.1
99.3	Amended and restated employment agreement by and between the Company and Edward L. Donnelly, dated August 15, 2003.1

¹ Incorporated by reference to the Registrant’s Form 8-K dated August 5, 2005, filed on August 9, 2005.

19

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James W. Wiltz, President and Chief Executive Officer of Patterson Companies, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended July 30, 2005 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 case on 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: September 8, 2005	/s/ JAMES W. WILTZ
	James W. Wiltz
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, R. Stephen Armstrong, Executive Vice President, Chief Financial Officer and Treasurer of Patterson Companies, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended July 30, 2005 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 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: September 8, 2005	/s/ R. STEPHEN ARMSTRONG
	R. Stephen Armstrong
	Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Patterson Companies, Inc., (the “Company”) on Form 10-Q for the quarterly period ended July 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James W. Wiltz, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ JAMES W. WILTZ

James W. Wiltz

President and Chief Executive Officer

September 8, 2005

EX-32.2

Exhibit 32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as

adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Patterson Companies, Inc., (the “Company”) on Form 10-Q for the quarterly period ended July 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Stephen Armstrong, Executive Vice President, Chief Financial Officer and Treasurer the Company, certify, pursuant to 18 U.S.C. Section.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ R. STEPHEN ARMSTRONG

R. Stephen Armstrong

Executive Vice President, Chief Financial

Officer and Treasurer

September 8, 2005

EX-99.1

Exhibit 99.1

Patterson Announces Acquisition of Accu-Bite, Inc.

ST. PAUL, Minn.—(BUSINESS WIRE)—Sept. 7, 2005—Patterson Companies, Inc. (Nasdaq:PDCO) today announced the acquisition of Accu-Bite, Inc., a Michigan-based dental distributor with approximately 60 sales representatives working out of branch offices in Arizona, California, Florida, Georgia, Illinois, Kentucky, Michigan, Minnesota, Nevada, Ohio and Virginia. Terms of the all-cash transaction were not disclosed.

Accu-Bite is expected to contribute revenues in excess of $50 million on an annualized basis. This operation also is forecasted to have a neutral impact on Patterson’s consolidated profitability over the balance of fiscal 2006 and be accretive during its first full year as part of Patterson Dental.

Accu-Bite’s branch offices and field sales representatives, equipment sales representatives and service technicians will be merged into existing Patterson Dental branch offices. Patterson expects to maintain Accu-Bite’s distribution center in Michigan and incorporate it into Patterson Dental’s distribution system.

Scott R. Kabbes, president of Patterson Dental, commented: “The addition of Accu-Bite’s sales force is expected to strengthen our penetration and competitive position in a variety of key markets around the nation. This acquisition also presents us with significant cross-selling opportunities by expanding the range of products and services available to Accu-Bite’s customers. We are very pleased that Accu-Bite chose to combine their operations with ours, and we are excited about the opportunities for the combined company.”

Begun in 1978 as a specialty manufacturer of dental products by Dr. William J. Costello, Accu-Bite evolved into a full-service dental distributor that has grown rapidly over the past decade. Today, Accu-Bite ranks as one of the top ten dental distributors in the U.S.

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

Rehabilitation Market

Patterson Medical 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.

    CONTACT: Patterson Companies, Inc., St. Paul

R. Stephen Armstrong, 651-686-1600

or

Equity Market Partners

Richard G. Cinquina, 904-261-2210 or 800-522-1744

    SOURCE: Patterson Companies, Inc.