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

May 25, 2006

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 May 25, 2006, Patterson Companies, Inc. issued a press release announcing its financial results for the fourth quarter of fiscal year 2006 ended April 29, 2006. 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 May 25, 2006.

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: May 25, 2006	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 May 25, 2006.

EX-99

EXHIBIT 99

Patterson Companies Reports Improved Fourth Quarter Sales and Earnings

St. Paul, MN—May 25, 2006—Patterson Companies, Inc. (Nasdaq NMS: PDCO) today reported consolidated sales of $695,177,000 for the fourth quarter of fiscal 2006 ended April 29, an increase of 11% from $627,272,000 in the year-earlier quarter. Excluding the impact of two acquisitions earlier in fiscal 2006, sales rose approximately 8%. Net income increased 13% to $56,819,000 or $0.41 per diluted share, from $50,242,000 or $0.36 per diluted share in the fourth quarter of fiscal 2005.

For full-year fiscal 2006, consolidated sales increased 8% to $2,615,123,000, from $2,421,457,000 in fiscal 2005. Fiscal 2005 included an additional or fifty-third selling week that adversely impacts the fiscal 2006 revenue growth rate by approximately one to two percentage points. Net income rose 8% to $198,425,000 or $1.43 per diluted share, from $183,698,000 or $1.32 per diluted share in the prior fiscal year.

Patterson Dental, Patterson’s largest business, reported sales growth of 11% to $522,934,000 in the fourth quarter. The September 2005 acquisition of Accu-Bite, Inc., a Michigan-based dental distributor, accounted for approximately four percentage points of Patterson Dental’s fourth quarter sales growth.

• Sales of consumable dental supplies and printed office products increased 15% in the fourth quarter. Excluding Accu-Bite, consumable sales were up 9%. Patterson Dental’s sales force numbered over 1,500 at April 29, 2006.

• Sales of dental equipment and software increased 8% in the fourth quarter, paced by strong sales of basic equipment and digital radiography systems and software, which more than offset moderately reduced sales of CEREC 3D® dental restorative systems.

• Sales of other services and products, consisting primarily of technical service parts and labor, software support services and artificial teeth increased 5% in the fourth quarter.

Sales of the Webster Veterinary unit increased 19% in the fourth quarter of fiscal 2006 to $97,327,000. Excluding the December 2005 acquisition of Intra Corp, one of the nation’s leading developers of veterinary practice management software, Webster’s sales rose 17%. Sales of Patterson Medical, Patterson’s rehabilitation supply and equipment unit, were substantially unchanged at $74,916,000 in comparison to the year-earlier level.

James W. Wiltz, president and chief executive officer, commented: “Patterson’s improved fourth quarter results were paced by the strength of our dental and veterinary supply businesses. The performance of our dental unit benefited from robust sales of consumable supplies and new-generation digital equipment and related software, in addition to a solid rebound in sales of basic dental equipment. We believe these factors reflect the continued vitality of the North American dental market and our ability to capitalize upon growth opportunities in this arena. Our veterinary supply business is benefiting from the expansion of its geographic market through targeted acquisitions and its increasingly successful internal start-up in California, the positive impact of new pharmaceutical distribution agreements, and strong sales of veterinary equipment. Webster’s strategic emphasis on veterinary equipment has been strengthened by the acquisition of the IntraVet software product line, which positions us to offer veterinarians a value-added technology solution by maximizing the capabilities of digital radiography equipment. The fourth quarter performance of Patterson Medical was consistent with our forecast, as domestic sales growth of rehabilitation supplies and equipment largely offset continued weakness in the unit’s international operations. Patterson Medical’s new management team has completed its strategic analysis of this business and is now implementing a range of strategies that are expected to result in stronger overall growth in fiscal 2007.”

Wiltz added: “We are optimistic about Patterson’s prospects as we look ahead to fiscal 2007. We believe Patterson Dental is generating growing sales momentum; our Webster unit is

well-positioned for continued growth; and we expect Patterson Medical’s performance to strengthen during the coming fiscal year. Reflecting these factors, Patterson is forecasting earnings of $0.31 to $0.33 per diluted share for the first quarter of fiscal 2007 ending July 29, 2006. For the full year, we are forecasting earnings of $1.61 to $1.64 per diluted share. These forecasts do not include the impact of SFAS No. 123(R), which we expect to be approximately $.04 per diluted share 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 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 and software, 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.

For additional information contact:

R. Stephen Armstrong	Richard G. Cinquina
Executive Vice President & CFO	Equity Market Partners
651/686-1600	904/415-1415

Fourth Quarter Conference Call and Replay

Patterson’s fourth quarter earnings conference call will start at 10:00 a.m. Eastern today. Investors 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. A replay of the fourth quarter conference call can be heard through June 1, 2006 by dialing 1-303-590-3000 and providing the 11061073 confirmation code.

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for earnings per share)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	April 29, 2006			April 30, 2005			April 29, 2006			April 30, 2005
Net sales	$	695,177		$	627,272		$	2,615,123		$	2,421,457
Gross profit		247,002			226,587			914,429			862,511
Operating expenses		154,876			143,891			591,417			560,375
Operating income		92,126			82,696			323,012			302,136
Other expense, net		(1,361	)		(2,448	)		(6,039	)		(8,689	)
Income before taxes		90,765			80,248			316,973			293,447
Income taxes		33,946			30,006			118,548			109,749
Net income	$	56,819		$	50,242		$	198,425		$	183,698
Earnings per share:
Basic	$	0.41		$	0.37		$	1.44		$	1.34
Diluted	$	0.41		$	0.36		$	1.43		$	1.32
Shares:
Basic		138,103			137,172			137,690			136,839
Diluted		139,294			139,129			139,234			138,873
Gross margin		35.6	%		36.1	%		35.0	%		35.6	%
Operating expenses as a % of net sales		22.3	%		22.9	%		22.6	%		23.1	%
Operating income as a % of net sales		13.3	%		13.2	%		12.4	%		12.5	%
Effective tax rate		37.4	%		37.4	%		37.4	%		37.4	%
Return on net sales		8.2	%		8.0	%		7.6	%		7.6	%

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PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	April 29, 2006		April 30, 2005
	(Unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	224,392	$	245,931
Receivables, net		350,299		317,168
Inventory		244,709		206,405
Prepaid expenses and other current assets		27,974		23,223
Total current assets		847,374		792,727
Property and equipment, net		141,541		104,488
Goodwill and other intangible assets		764,214		746,079
Other		158,589		42,007
Total Assets	$	1,911,718	$	1,685,301
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	173,957	$	160,954
Other accrued liabilities		145,663		141,307
Current maturities of long-term debt		90,027		20,027
Total current liabilities		409,647		322,288
Long-term debt		210,014		301,530
Other non-current liabilities		49,536		46,411
Total liabilities		669,197		670,229
Stockholders’ equity		1,242,521		1,015,072
Total Liabilities and Stockholders’ Equity	$	1,911,718	$	1,685,301

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

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PATTERSON COMPANIES, INC.

SUPPLEMENTARY FINANCIAL DATA

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	April 29, 2006			April 30, 2005			April 29, 2006			April 30, 2005
Consolidated Net Sales
Consumable and printed products	$	449,309		$	398,797		$	1,674,106		$	1,521,208
Equipment and software		194,143			180,407			748,701			722,414
Other		51,725			48,068			192,316			177,835
Total	$	695,177		$	627,272		$	2,615,123		$	2,421,457
Dental Supply
Consumable and printed products	$	295,057		$	257,403		$	1,092,097		$	998,056
Equipment and software		182,394			169,215			703,252			678,318
Other		45,483			43,254			171,605			157,829
Total	$	522,934		$	469,872		$	1,966,954		$	1,834,203
Rehabilitation Supply
Consumable and printed products	$	64,658		$	63,682		$	259,642		$	249,506
Equipment		6,370			8,351			28,056			32,437
Other		3,888			3,308			14,323			13,356
Total	$	74,916		$	75,341		$	302,021		$	295,299
Veterinary Supply
Consumable and printed products	$	89,594		$	77,712		$	322,367		$	273,646
Equipment and software		5,379			2,841			17,393			11,659
Other		2,354			1,506			6,388			6,650
Total	$	97,327		$	82,059		$	346,148		$	291,955
Other (Expense) Income, net
Interest income	$	1,700		$	2,079		$	6,381		$	6,113
Interest expense		(3,719	)		(4,289	)		(13,375	)		(15,141	)
Other		658			(238	)		955			339
	$	(1,361	)	$	(2,448	)	$	(6,039	)	$	(8,689	)

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PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Twelve Months Ended
	April 29, 2006			April 30, 2005
Operating activities:
Net income	$	198,425		$	183,698
Depreciation & amortization		23,676			26,862
Stock-based compensation		750			—
Change in assets and liabilities, net of acquired		(58,893	)		(3,255	)
Net cash provided by operating activities		163,958			207,305
Investing activities:
Additions to property and equipment, net		(49,153	)		(31,533	)
Acquisitions		(39,228	)		(72,855	)
Distribution agreement		(100,000	)		—
Sale (purchase) of investments, net		13,382			(5,364	)
Net cash used in investing activities		(174,999	)		(109,752	)
Net cash provided by (used in) financing activities		2,884			(152,164	)
Net decrease in cash and cash equivalents	$	(8,157	)	$	(54,611	)