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 20, 2010

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 20, 2010, Patterson Companies, Inc. issued a press release announcing its financial results for the fourth quarter of fiscal year 2010 ended April 24, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS

99.1 Press release of Patterson Companies, Inc., dated May 20, 2010.

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 20, 2010	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
99.1	Press release of Patterson Companies, Inc., dated May 20, 2010.

EX-99.1

Exhibit 99.1

Patterson Companies Reports Improved Fourth Quarter Operating Results

St. Paul, MN—May 20, 2010—Patterson Companies, Inc. (Nasdaq: PDCO) today reported consolidated sales of $812,762,000 for the fourth quarter of fiscal 2010 ended April 24, an increase of 4% from $779,884,000 in the year-earlier quarter. Internal growth accounted for 1% of the fourth quarter sales increase, with acquisitions and foreign currency adjustments accounting for the balance. Net income of $61,805,000 or $.52 per diluted share rose 15% from $53,961,000 or $0.46 per diluted share in the fourth quarter of fiscal 2009.

Full-year fiscal 2010 consolidated sales totaled $3,237,376,000, up 5% from $3,094,227,000 in fiscal 2009. Net income for the year came to $212,254,000 or $1.78 per diluted share, an increase of 6% from $199,635,000 or $1.69 per diluted share in fiscal 2009.

Sales of Patterson Dental Supply, Patterson’s largest business, were $547,264,000 in the fourth quarter, up 3% from $533,547,000 in the year-earlier period.

• Sales of consumable dental supplies and printed office products rose 2% from last year’s fourth quarter and were essentially flat with last year’s fourth quarter before the impact of currency adjustments.

• Sales of dental equipment and software, including currency adjustments, were largely unchanged from the year-earlier level.

• Sales of other services and products, consisting primarily of technical service parts and labor, software support services and artificial teeth, rose 16% from last year’s fourth quarter.

Sales of the Webster Veterinary unit increased 2% in the fourth quarter of fiscal 2010 to $161,978,000. All of Webster’s fourth quarter growth was internally generated. Sales of Patterson Medical, the rehabilitation supply and equipment unit, increased 18% to $103,520,000. Patterson Medical’s internally-generated sales rose 4%, while the acquisitions of Mobilis Healthcare Group in April 2009 and Empi Therapy Solutions in June 2009 accounted for the balance of the fourth quarter sales increase.

Scott P. Anderson, president and chief executive officer, commented: “Patterson’s overall fourth quarter results generally reflect the impact of the nation’s slow economic recovery. This impact was particularly evident in the performance of our dental business in terms of uneven patient demand for dental services and the hesitancy of practitioners to commit to new capital investments. We believe the dental market is stabilizing, and we are encouraged by some preliminary indications that the market may be starting to strengthen. Although a broadly based recovery of the dental market is expected to be gradual, we are taking a pro-active approach, having initiated new sales and marketing programs to stimulate sales in several product categories. This includes using our leadership in equipment technology to bolster our performance until the market for basic equipment recovers. We believe Patterson is positioned to capture a significant share of the equipment business that has been deferred during the past two years. To strengthen our performance during the coming year, we also will maintain a sharp focus on expense control at all levels of our organization.”

He continued: “Patterson Medical posted solid fourth quarter operating results, even excluding the impact of the Mobilis and Empi Therapy Solutions acquisitions, which are continuing to meet our expectations. The assimilation of both units is proceeding on schedule, and the expenses related to these acquisitions continued to moderate in the fourth quarter. We believe Patterson Medical is increasingly well-positioned as a strong growth driver, and we are continuing to identify and evaluate strategic acquisition opportunities for this business. We also were generally pleased with Webster’s fourth quarter performance, although revenues were affected by a shift in its sales mix toward agency sales of certain pharmaceuticals. This sales mix shift masked a further increase in sales of other consumable supplies as well as a strongly improved operating margin.

We also were encouraged by improved sales of veterinary equipment. During the fourth quarter, Webster entered into an exclusive marketing agreement with VetSource, a leading North American provider of integrated specialty pharmacy distribution, including its home delivery capabilities. We also made a minority equity investment in the company. We believe that offering the VetSource solution further strengthens Webster’s value-added platform.”

Patterson is forecasting earnings of $1.89 to $1.99 per diluted share for fiscal 2011. The first quarter of the coming year includes one additional selling week, due to our 52-week, 53-week fiscal year convention.

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; unexpected loss of key senior management personnel; 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 May 27, 2010 at 1-303-590-3030 with the 4301441 conference ID.

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for earnings per share)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	April 24, 2010			April 25, 2009			April 24, 2010			April 25, 2009
Net sales	$	812,762		$	779,884		$	3,237,376		$	3,094,227
Gross profit		288,111			269,110			1,089,401			1,043,524
Operating expenses		187,863			176,622			734,110			697,298
Operating income		100,248			92,488			355,291			346,226
Other expense, net		(3,838	)		(6,404	)		(16,250	)		(26,575	)
Income before taxes		96,410			86,084			339,041			319,651
Income taxes		34,605			32,123			126,787			120,016
Net income	$	61,805		$	53,961		$	212,254		$	199,635
Earnings per share:
Basic	$	0.52		$	0.46		$	1.79		$	1.70
Diluted	$	0.52		$	0.46		$	1.78		$	1.69
Shares:
Basic		118,798			117,930			118,443			117,716
Diluted		119,518			118,247			119,202			118,355
Dividends declared per common share	$	0.10		$	—		$	0.10		$	—
Gross margin		35.4	%		34.5	%		33.7	%		33.7	%
Operating expenses as a % of net sales		23.1	%		22.6	%		22.7	%		22.5	%
Operating income as a % of net sales		12.3	%		11.9	%		11.0	%		11.2	%
Effective tax rate		35.9	%		37.3	%		37.4	%		37.5	%

-more-

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	April 24, 2010		April 25, 2009
	(Unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	340,591	$	158,065
Receivables, net		452,746		476,156
Inventory		288,725		269,934
Prepaid expenses and other current assets		51,696		33,440
Total current assets		1,133,758		937,595
Property and equipment, net		169,598		166,500
Goodwill and other intangible assets		1,005,677		968,036
Investments and other		113,936		61,489
Total Assets	$	2,422,969	$	2,133,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	193,626	$	180,933
Other accrued liabilities		154,725		131,367
Current maturities of long-term debt		—		22,000
Total current liabilities		348,351		334,300
Long-term debt		525,000		525,000
Other non-current liabilities		108,107		88,000
Total liabilities		981,458		947,300
Stockholders’ equity		1,441,511		1,186,320
Total Liabilities and Stockholders’ Equity	$	2,422,969	$	2,133,620

-more-

PATTERSON COMPANIES, INC.

SUPPLEMENTARY FINANCIAL DATA

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	April 24, 2010			April 25, 2009			April 24, 2010			April 25, 2009
Consolidated Net Sales
Consumable and printed products	$	538,024		$	518,762		$	2,124,558		$	1,986,872
Equipment and software		202,457			198,302			839,436			851,944
Other		72,281			62,820			273,382			255,411
Total	$	812,762		$	779,884		$	3,237,376		$	3,094,227
Dental Supply
Consumable and printed products	$	312,626		$	307,212		$	1,214,796		$	1,217,193
Equipment and software		170,479			171,154			709,468			731,389
Other		64,159			55,181			243,231			225,827
Total	$	547,264		$	533,547		$	2,167,495		$	2,174,409
Rehabilitation Supply
Consumable and printed products	$	73,060		$	60,345		$	303,044		$	254,270
Equipment and software		25,015			22,108			100,583			93,236
Other		5,445			5,370			22,670			21,663
Total	$	103,520		$	87,823		$	426,297		$	369,169
Veterinary Supply
Consumable and printed products	$	152,338		$	151,205		$	606,718		$	515,409
Equipment and software		6,963			5,040			29,385			27,319
Other		2,677			2,269			7,481			7,921
Total	$	161,978		$	158,514		$	643,584		$	550,649
Other (Expense) Income, net
Interest income	$	2,059		$	583		$	8,550		$	5,423
Interest expense		(6,311	)		(6,914	)		(25,694	)		(30,149	)
Other		414			(73	)		894			(1,849	)
	$	(3,838	)	$	(6,404	)	$	(16,250	)	$	(26,575	)

-more-

PATTERSON COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Twelve Months Ended
	April 24, 2010			April 25, 2009
Operating activities:
Net income	$	212,254		$	199,635
Depreciation & amortization		39,474			30,346
Share-based compensation		8,826			7,730
Change in assets and liabilities, net of acquired		4,931			(113,706	)
Net cash provided by operating activities		265,485			124,005
Investing activities:
Additions to property and equipment, net of disposals		(29,804	)		(32,318	)
Acquisitions and equity investments		(53,672	)		(124,776	)
Net cash used in investing activities		(83,476	)		(157,094	)
Financing activities:
Cash dividends paid		(11,886	)		—
Other financing activities		(8,069	)		(93,643	)
Net cash used in financing activities		(19,955	)		(93,643	)
Effect of exchange rate changes on cash		20,472			(23,367	)
Net increase (decrease) in cash and cash equivalents	$	182,526		$	(150,099	)