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
Date of report (Date of earliest event reported)
August 30, 2018
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
(Registrants 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 (see General Instruction A.2. below):
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
On August 30, 2018, Patterson Companies, Inc. issued a press release announcing its financial results for the first quarter ended July 28, 2018, updated guidance for fiscal 2019, and establishment of a pre-tax reserve of $28.3 million for the anticipated settlement of the In re Dental Supplies Litigation matter. 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. |
(d) Exhibits
99 | Press release of Patterson Companies, Inc., dated August 30, 2018. |
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: August 30, 2018 | By: | /s/ Les B. Korsh | ||||
Les B. Korsh | ||||||
Vice President, General Counsel and Secretary |
EXHIBIT 99
PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 |
NEWS RELEASE |
PATTERSON COMPANIES REPORTS FISCAL 2019 FIRST-QUARTER RESULTS
| First-quarter reported net sales totaled $1.3 billion, up 2.5 percent. |
| First-quarter GAAP loss of $0.05 per diluted share. |
| Company books reserve for anticipated settlement of In re Dental Supplies Litigation matter. |
| First-quarter adjusted earnings1 of $0.26 per diluted share. |
| Company generated $205.5 million of cash flow from operating activities and reduced debt by $160.6 million in the quarter. |
| Company updates fiscal 2019 GAAP earnings range to $0.84 to $0.94 per diluted share and adjusted earnings1 range to $1.40 to $1.50 per diluted share. |
St. Paul, Minn. August 30, 2018 Patterson Companies, Inc. (Nasdaq: PDCO) today reported consolidated net sales of approximately $1.3 billion (see attached Sales Summary for further details) in its fiscal first quarter ended July 28, 2018, an increase of 2.5 percent compared to the same period last year. Internal sales, which adjust for the effects of currency translation and changes in product selling relationships, increased 2.3 percent.
Reported net loss attributable to Patterson Companies, Inc. for the first quarter of fiscal year 2019 was $4.5 million, or $0.05 per diluted share, compared to net income attributable to Patterson Companies, Inc. of $30.8 million, or $0.33 per diluted share, in last years fiscal first quarter. During the quarter, Patterson booked a pre-tax reserve of $28.3 million for the anticipated settlement of purported class action antitrust litigation. Adjusted net income1 attributable to Patterson Companies, Inc., which excludes deal amortization costs and a reserve for the anticipated legal settlement, totaled $24.0 million for the first quarter of fiscal 2019, or $0.26 per diluted share, compared to $41.4 million in the same quarter last year, or $0.44 per diluted share. The reported net loss and the adjusted net income attributable to Patterson Companies, Inc. were both impacted by the decrease in operating margins within the Dental segment.
Mark Walchirk, president and CEO of Patterson Companies, said, Our results for the quarter did not meet our expectations. While our ongoing initiatives to improve the customer experience and enhance sales execution helped drive improved top line performance, these results were offset by competitive pricing pressures which negatively impacted our margins. The Animal Health business performed in line with our expectations, with solid revenue growth across both companion and production and particular strength in our private label category. Dental segment revenues benefited from year-over-year growth across all equipment categories and improving trends in consumables.
Despite improving sales results, operating margins were below our expectations. We continue to take steps to stabilize our margins, including a thorough evaluation of our cost structure, but expect the pricing pressures to persist in the coming quarters. As a result, we are updating our fiscal 2019 earnings guidance to reflect our revised expectations for the remainder of the year.
Patterson Animal Health
Reported net sales in our Animal Health segment for the first quarter of fiscal 2019, which comprised approximately 62 percent of the companys total sales, were $825.2 million compared to $776.1 million in the same quarter last year. Internal sales for the segment increased 6.0 percent from the fiscal 2018 first quarter. Year-over-year internal sales by category were as follows:
| Production animal increased 6.7 percent. |
| Companion animal rose 5.5 percent. |
Patterson Dental
Reported net sales in our Dental segment for the first quarter, which represented approximately 38 percent of total company sales, were $506.1 million compared to $518.8 million in the same quarter last year. Internal sales declined 2.7 percent compared to the fiscal 2018 first quarter. Year-over-year internal sales by category were as follows:
| Consumable dental supplies decreased 5.2 percent. |
| Equipment and software increased 5.4 percent. |
| Other services and products, primarily composed of technical service, parts and labor, software support services and office supplies decreased 5.6 percent. |
PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
Balance Sheet and Capital Allocation
During the first quarter of fiscal 2019, Patterson Companies generated $205.5 million of cash from operating activities compared to a use of $46.0 million in the same period last year, yielding an improvement of $251.5 million year-over-year. Debt was reduced by $160.6 million in the quarter. In the first quarter of fiscal 2019, Patterson Companies paid $25.3 million in cash dividends to shareholders.
Legal Reserve
In August 2018, Patterson Companies commenced settlement discussions with the plaintiffs in the In re Dental Supplies Litigation matter. Based upon such discussions, although Patterson Companies has not yet entered into a definitive settlement agreement and any such agreement would be subject to court approval, Patterson Companies has established a pre-tax reserve for this matter of $28.3 million. The company anticipates the execution of a settlement agreement and the submission of such agreement to the court for approval.
FY2019 Guidance
Patterson Companies today updated fiscal 2019 earnings guidance, which is provided on both a GAAP and non-GAAP adjusted1 basis:
| GAAP earnings are expected to be in the range of $0.84 to $0.94 per diluted share. |
| Non-GAAP adjusted earnings1 are expected to be in the range of $1.40 to $1.50 per diluted share. |
| Our non-GAAP adjusted earnings1 guidance excludes the after-tax impact of: |
| Deal amortization expenses of approximately $31.1 million ($0.33 per diluted share). |
| Legal reserve costs of $20.7 million ($0.22 per diluted share). |
Our guidance is for current operations as well as completed or previously announced acquisitions and does not include the impact of potential future acquisitions or similar transactions, if any, or impairments and material restructurings beyond those previously publicly disclosed. Our guidance assumes North American and international market conditions similar to those experienced in fiscal 2018.
1Non-GAAP Financial Measures
The Reconciliation of GAAP to non-GAAP Measures table appearing behind the accompanying financial information is provided to adjust reported GAAP measures, namely operating income, income or loss before taxes, income tax expense or benefit, net income or loss, net income or loss attributable to Patterson Companies, Inc. and diluted earnings or loss per share attributable to Patterson Companies, Inc., for the impact of deal amortization, integration and business restructuring expenses and legal reserve costs along with the related tax effects of these items, the impact of the 2017 Tax Act and other discrete tax matters.
Management believes that these non-GAAP measures may provide a helpful representation of the companys first-quarter performance and earnings guidance, and enable comparison of financial results between periods where certain items may vary independent of business performance. These non-GAAP financial measures are presented solely for informational and comparative purposes and should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures.
In addition, the term internal sales used in this release represents net sales adjusted to exclude foreign currency impact and changes in product selling relationships. Foreign currency impact represents the difference in results that is attributable to fluctuations in currency exchange rates the company uses to convert results for all foreign entities where the functional currency is not the U.S. dollar. The company calculates the impact as the difference between the current period results translated using the current period currency exchange rates and using the comparable prior periods currency exchange rates. The company believes the disclosure of net sales changes in constant currency provides useful supplementary information to investors in light of significant fluctuations in currency rates.
First-Quarter Conference Call and Replay
Patterson Companies fiscal 2019 first-quarter earnings conference call will start at 10 a.m. Eastern today. Investors can listen to a live webcast of the conference call at www.pattersoncompanies.com. The conference call will be archived on the Patterson Companies website. A replay of the fiscal 2019 first-quarter conference call can be heard for one week at 800-585-8367 and by providing the Conference ID 4196947 when prompted.
About Patterson Companies Inc.
Patterson Companies Inc. (Nasdaq: PDCO) is a value-added distributor serving the dental and animal health markets.
PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
Dental Market
Pattersons Dental segment 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.
Animal Health Market
Pattersons Animal Health segment is a leading distributor of products, services and technologies to both the production and companion animal health markets in North America and the U.K.
This press release contains certain 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 Pattersons ability to control. Forward-looking statements generally can be identified by words such as believes, expects, anticipates, foresees, forecasts, estimates or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of Patterson or the price of Patterson stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. Such risks and uncertainties include, without limitation, operations disruptions attributable to our enterprise resource planning system implementation; our ability to attract or retain qualified sales representatives and service technicians who relate directly with our customers; the reduction, modification, cancellation or delay of purchases of innovative, high-margin equipment; material changes in our purchasing relationships with suppliers; changes in general market and economic conditions; and the other risks and important factors contained and identified in Pattersons filings with the Securities and Exchange Commission, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements. Any forward-looking statement in this press release speaks only as of the date on which it is made. Except to the extent required under the federal securities laws, Patterson does not intend to update or revise the forward-looking statements.
CONTACT: |
John M. Wright, Investor Relations | |
COMPANY: |
Patterson Companies Inc. | |
TEL: |
651.686.1364 | |
EMAIL: |
john.wright@pattersoncompanies.com | |
WEB: |
pattersoncompanies.com | |
SOURCE: |
Patterson Companies Inc. |
# # #
PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | ||||||||
July 28, 2018 |
July 29, 2017 |
|||||||
Net sales |
$ | 1,336,320 | $ | 1,304,115 | ||||
Gross profit |
283,663 | 299,048 | ||||||
Operating expenses |
279,149 | 242,215 | ||||||
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Operating income |
4,514 | 56,833 | ||||||
Other income (expense): |
||||||||
Other income, net |
1,253 | 1,512 | ||||||
Interest expense |
(11,221 | ) | (11,203 | ) | ||||
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Income (loss) before taxes |
(5,454 | ) | 47,142 | |||||
Income tax expense (benefit) |
(945 | ) | 16,295 | |||||
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Net income (loss) |
(4,509 | ) | 30,847 | |||||
Net loss attributable to noncontrolling interests |
(53 | ) | | |||||
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Net income (loss) attributable to Patterson Companies, Inc. |
$ | (4,456 | ) | $ | 30,847 | |||
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Earnings (loss) per share attributable to Patterson Companies, Inc.: |
||||||||
Basic |
$ | (0.05 | ) | $ | 0.33 | |||
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Diluted |
$ | (0.05 | ) | $ | 0.33 | |||
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Weighted average shares: |
||||||||
Basic |
92,529 | 93,350 | ||||||
Diluted |
92,529 | 94,019 | ||||||
Dividends declared per common share |
$ | 0.26 | $ | 0.26 |
PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
July 28, 2018 |
April 28, 2018 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 91,476 | $ | 62,984 | ||||
Receivables |
520,578 | 826,877 | ||||||
Inventory |
845,507 | 779,834 | ||||||
Prepaid expenses and other current assets |
183,963 | 103,029 | ||||||
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Total current assets |
1,641,524 | 1,772,724 | ||||||
Property and equipment, net |
289,658 | 290,590 | ||||||
Goodwill and other intangible assets |
1,193,093 | 1,205,401 | ||||||
Long-term receivables, net and other |
163,483 | 202,949 | ||||||
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Total assets |
$ | 3,287,758 | $ | 3,471,664 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 588,041 | $ | 610,368 | ||||
Other accrued liabilities |
218,847 | 205,415 | ||||||
Current maturities of long-term debt |
78,442 | 76,598 | ||||||
Borrowings on revolving credit |
32,000 | 16,000 | ||||||
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Total current liabilities |
917,330 | 908,381 | ||||||
Long-term debt |
743,706 | 922,030 | ||||||
Other non-current liabilities |
179,626 | 179,463 | ||||||
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Total liabilities |
1,840,662 | 2,009,874 | ||||||
Stockholders equity |
1,447,096 | 1,461,790 | ||||||
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Total liabilities and stockholders equity |
$ | 3,287,758 | $ | 3,471,664 | ||||
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PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
July 28, 2018 |
July 29, 2017 |
|||||||
Operating activities: |
||||||||
Net income (loss) |
$ | (4,509 | ) | $ | 30,847 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
20,857 | 21,104 | ||||||
Non-cash employee compensation |
6,357 | 8,656 | ||||||
Change in assets and liabilities, net of acquired |
182,756 | (106,635 | ) | |||||
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|
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Net cash provided by (used in) operating activities |
205,461 | (46,028 | ) | |||||
Investing activities: |
||||||||
Additions to property and equipment |
(10,184 | ) | (6,674 | ) | ||||
Collection of deferred purchase price receivables |
15,509 | 12,191 | ||||||
Other investing activities |
2,244 | | ||||||
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Net cash provided by investing activities |
7,569 | 5,517 | ||||||
Financing activities: |
||||||||
Dividends paid |
(25,289 | ) | (25,210 | ) | ||||
Repurchases of common stock |
| (37,500 | ) | |||||
Retirement of long-term debt |
(176,633 | ) | | |||||
Draw on revolver |
16,000 | 104,000 | ||||||
Other financing activities |
2,117 | 1,916 | ||||||
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Net cash provided by (used in) financing activities |
(183,805 | ) | 43,206 | |||||
Effect of exchange rate changes on cash |
(733 | ) | 2,125 | |||||
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Net change in cash and cash equivalents |
$ | 28,492 | $ | 4,820 | ||||
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PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
PATTERSON COMPANIES, INC.
SALES SUMMARY
(Dollars in thousands)
(Unaudited)
July 28, 2018 |
July 29, 2017 |
Total Sales Growth |
Foreign Exchange Impact |
Other(a) | Internal Sales Growth |
|||||||||||||||||||
Three Months Ended |
||||||||||||||||||||||||
Consolidated Net Sales |
||||||||||||||||||||||||
Consumable |
$ | 1,109,397 | $ | 1,080,105 | 2.7 | % | 0.5 | % | (0.3 | )% | 2.5 | % | ||||||||||||
Equipment and software |
146,898 | 136,949 | 7.3 | 0.1 | | 7.2 | ||||||||||||||||||
Other |
80,025 | 87,061 | (8.1 | ) | 0.2 | | (8.3 | ) | ||||||||||||||||
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Total |
$ | 1,336,320 | $ | 1,304,115 | 2.5 | % | 0.5 | % | (0.3 | )% | 2.3 | % | ||||||||||||
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Dental |
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Consumable |
$ | 304,239 | $ | 320,178 | (5.0 | )% | 0.2 | % | | % | (5.2 | )% | ||||||||||||
Equipment and software |
134,957 | 127,863 | 5.5 | 0.1 | | 5.4 | ||||||||||||||||||
Other |
66,868 | 70,766 | (5.5 | ) | 0.1 | | (5.6 | ) | ||||||||||||||||
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Total |
$ | 506,064 | $ | 518,807 | (2.5 | )% | 0.2 | % | | % | (2.7 | )% | ||||||||||||
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Animal Health |
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Consumable |
$ | 805,158 | $ | 759,927 | 6.0 | % | 0.7 | % | (0.4 | )% | 5.7 | % | ||||||||||||
Equipment and software |
11,941 | 9,086 | 31.4 | | | 31.4 | ||||||||||||||||||
Other |
8,115 | 7,123 | 13.9 | 1.7 | | 12.2 | ||||||||||||||||||
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Total |
$ | 825,214 | $ | 776,136 | 6.3 | % | 0.7 | % | (0.4 | )% | 6.0 | % | ||||||||||||
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Corporate |
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Other |
$ | 5,042 | $ | 9,172 | (45.0 | )% | | % | | % | (45.0 | )% | ||||||||||||
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Total |
$ | 5,042 | $ | 9,172 | (45.0 | )% | | % | | % | (45.0 | )% | ||||||||||||
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(a) | Sales of certain products previously recognized on a gross basis were recognized on a net basis during the three months ended July 28, 2018. |
PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
PATTERSON COMPANIES, INC.
OPERATING INCOME BY SEGMENT
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
July 28, 2018 |
July 29, 2017 |
|||||||
Operating income (loss) |
||||||||
Dental |
$ | 35,873 | $ | 59,519 | ||||
Animal Health |
19,032 | 16,676 | ||||||
Corporate |
(50,391 | ) | (19,362 | ) | ||||
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Total |
$ | 4,514 | $ | 56,833 | ||||
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PATTERSON COMPANIES | 1031 Mendota Heights Road | Saint Paul, MN 55120 | NEWS RELEASE |
PATTERSON COMPANIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(Dollars in thousands, except per share amounts)
(Unaudited)
For the three months ended July 28, 2018 |
GAAP | Deal amortization |
Integration and business restructuring expenses |
Legal reserve |
Non-GAAP | |||||||||||||||
Operating income |
$ | 4,514 | $ | 9,966 | $ | | $ | 28,263 | $ | 42,743 | ||||||||||
Other expense, net |
(9,968 | ) | | | | (9,968 | ) | |||||||||||||
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Income (loss) before taxes |
(5,454 | ) | 9,966 | | 28,263 | 32,775 | ||||||||||||||
Income tax expense (benefit) |
(945 | ) | 2,286 | | 7,523 | 8,864 | ||||||||||||||
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|||||||||||
Net income (loss) |
(4,509 | ) | 7,680 | | 20,740 | 23,911 | ||||||||||||||
Net loss attributable to noncontrolling interests |
(53 | ) | | | | (53 | ) | |||||||||||||
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Net income (loss) attributable to Patterson Companies, Inc. |
$ | (4,456 | ) | $ | 7,680 | $ | | $ | 20,740 | $ | 23,964 | |||||||||
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Diluted earnings (loss) per share attributable to Patterson Companies, Inc.* |
$ | (0.05 | ) | $ | 0.08 | $ | | $ | 0.22 | $ | 0.26 | |||||||||
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Operating income as a % of sales |
0.3 | % | 3.2 | % | ||||||||||||||||
Effective tax rate |
17.3 | % | 27.0 | % |
For the three months ended July 29, 2017 |
GAAP | Deal amortization |
Integration and business restructuring expenses |
Legal reserve |
Non-GAAP | |||||||||||||||
Operating income |
$ | 56,833 | $ | 9,630 | $ | 6,906 | $ | | $ | 73,369 | ||||||||||
Other expense, net |
(9,691 | ) | | | | (9,691 | ) | |||||||||||||
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Income (loss) before taxes |
47,142 | 9,630 | 6,906 | | 63,678 | |||||||||||||||
Income tax expense (benefit) |
16,295 | 3,345 | 2,611 | | 22,251 | |||||||||||||||
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Net income (loss) |
30,847 | 6,285 | 4,295 | | 41,427 | |||||||||||||||
Net loss attributable to noncontrolling interests |
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Net income (loss) attributable to Patterson Companies, Inc. |
$ | 30,847 | $ | 6,285 | $ | 4,295 | $ | | $ | 41,427 | ||||||||||
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Diluted earnings (loss) per share attributable to Patterson Companies, Inc.* |
$ | 0.33 | $ | 0.07 | $ | 0.04 | $ | | $ | 0.44 | ||||||||||
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Operating income as a % of sales |
4.4 | % | 5.6 | % | ||||||||||||||||
Effective tax rate |
34.6 | % | 34.9 | % |
* | May not sum due to rounding |