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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 January 31, 2003; or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from ___________ to ____________.
Commission file number: 000-26326
PROFESSIONAL VETERINARY PRODUCTS, LTD.
(Exact name of registrant as specified in its charter)
Nebraska 5047 37-1119387
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or organization) Classification Code Number) Identification No.)
10077 South 134th Street
Omaha, Nebraska 68138
(402) 331-4440
(Address and telephone number of registrant's principal executive offices)
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 and Exchange Act
of 1934 during the proceeding 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 the past 90 days.
Yes [X] No | |
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at January 31, 2003
----- -------------------------------
Common Stock, $1.00 par value 1,731
PROFESSIONAL VETERINARY PRODUCTS, LTD.
INDEX TO 10-Q FOR THE QUARTERLY
PERIOD ENDED JANUARY 31, 2003
PAGE
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of January 31, 2003 and 3
July 31, 2002
Consolidated Statements of Income for the three months ended
January 31, 2003 and 2002 and the six months ended January 31,
2003 and 2002 4
Consolidated Statements of Cash Flow for the six months ended
January 31, 2003 and 2002 5
Notes to Financial Statements 6
Independent Accountant's Report 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 13
ITEM 4: DISCLOSURE CONTROLS AND PROCEDURES 13
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 14
CERTIFICATIONS 15
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
As of January 31, 2003 (Unaudited) and July 31, 2002
(in thousands, except share data)
JANUARY 31, JULY 31,
2003 2002
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 317 $ 1,324
Accounts receivable, trade - net of allowance for doubtful
accounts $447 (January 31, 2003) and $353 (July 31, 2002) 25,462 16,817
Accounts receivable, related parties 2,944 2,875
Inventory 59,436 36,991
Deferred income taxes 146 146
Other current assets 172 36
----------- -----------
Total current assets 88,477 58,189
----------- -----------
NET PROPERTY AND EQUIPMENT 9,690 8,719
----------- -----------
OTHER ASSETS
Intangible assets - net of accumulated amortization
$9 (January 31, 2003) and $83 (July 31, 2002) 16 168
Intangible retirement asset 1,330 --
Investment in unconsolidated affiliates 1,491 1,491
Other assets 332 67
----------- -----------
Total other assets 3,169 1,726
----------- -----------
TOTAL ASSETS $ 101,336 $ 68,634
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $ 2,261 --
Notes payable, bank 15,292 6,897
Current portion of long-term debt 517 496
Accounts payable, trade 62,378 44,007
Accounts payable, related parties 2,275 1,680
Other current liabilities 2,932 2,583
----------- -----------
Total current liabilities 85,655 55,663
----------- -----------
LONG-TERM LIABILITIES
Long-term debt 4,818 5,076
Accrued retirement benefits 1,330 --
Deferred income tax liability 370 343
----------- -----------
Total long-term liabilities 6,518 5,419
----------- -----------
Total liabilities 92,173 61,082
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $1 par value; authorized 30,000 shares; issued and
outstanding 1,731shares (January 31, 2003) and 1,544 shares (July 31, 2002) 2 2
Paid-in capital 5,079 4,547
Retained earnings 4,082 3,003
----------- -----------
9,163 7,552
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 101,336 $ 68,634
=========== ===========
See notes to the condensed, consolidated financial statements.
3
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Consolidated Statements of Income
Three and Six Month Periods Ended January 31, 2003 and 2002
(Unaudited)
(in Thousands, except Per Share Data)
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
JANUARY 31, JANUARY 31, JANUARY 31, JANUARY 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
NET SALES AND OTHER REVENUE $ 68,025 $ 55,483 $ 143,261 $ 114,635
COST OF SALES 59,918 51,175 128,430 105,992
----------- ----------- ----------- -----------
Gross profit 8,107 4,308 14,831 8,643
OPERATING, GENERAL, AND
ADMINISTRATIVE EXPENSES 6,377 3,907 12,800 7,522
----------- ----------- ----------- -----------
Operating income 1,730 401 2,031 1,121
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest income 174 95 302 213
Interest expense (285) (190) (525) (385)
----------- ----------- ----------- -----------
Other - net (111) (95) (223) (172)
----------- ----------- ----------- -----------
Income before taxes 1,619 306 1,808 949
INCOME TAX EXPENSE 655 196 729 498
----------- ----------- ----------- -----------
Net income $ 964 $ 110 $ 1,079 $ 451
=========== =========== =========== ===========
Net earnings per share of
common stock $ 560.45 $ 70.43 $ 641.78 $ 291.70
=========== =========== =========== ===========
Weighted average common
shares outstanding 1,721 1,557 1,681 1,547
=========== =========== =========== ===========
See notes to the condensed, consolidated financial statements.
4
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Month Periods Ended January 31, 2003 and 2002
(Unaudited)
(in Thousands)
JANUARY 31, JANUARY 31,
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITES
Net income $ 1,079 $ 451
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 570 327
(Increase) decrease in:
Receivables (8,716) (4,564)
Inventories (22,445) (23,614)
Other current assets (134) 226
Increase (decrease) in:
Accounts payable 18,966 18,191
Other current liabilities 350 (193)
Deferred tax liability 27 19
----------- -----------
Total adjustments (11,382) (9,608)
----------- -----------
Net cash consumed by operating activities (10,303) (9,157)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (1,390) (127)
Deposits on property and equipment (265) $ --
----------- -----------
Net cash used by investing activities (1,655) (127)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net short-term borrowings 8,395 8,416
Payments on long-term debt (237) (217)
Bank overdraft 2,261 390
Net proceeds from issuance of common stock 532 135
----------- -----------
Net cash provided by financing activities 10,951 8,941
----------- -----------
Net decrease in cash (1,007) (343)
Cash at beginning of period 1,324 657
----------- -----------
Cash at end of period $ 317 $ 314
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid $ 488 $ 379
=========== ===========
Income taxes paid $ 608 $ 4
=========== ===========
See notes to the condensed, consolidated financial statements.
5
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
January 31, 2003
(in Thousands)
NOTE 1 - ACCOUNTING POLICIES:
The accompanying condensed, consolidated financial statements of Professional
Veterinary Products, Ltd., and its wholly-owned subsidiaries (the "Company")
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and in accordance with
the rules and regulations of the United States Securities and Exchange
Commission (the "SEC"). Accordingly, these condensed, consolidated financial
statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements.
The information contained in the financial statements is unaudited. The
statements reflect all normal and recurring adjustments which, in the opinion of
management, are necessary for a fair statement of the results for the interim
periods presented. All significant intercompany accounts and transactions have
been eliminated.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
These condensed, consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended July 31, 2002
filed with the SEC. The Company follows the same accounting policies in
preparation of interim financial statements. These policies are presented in
Note 1 to the Consolidated Financial Statements included on Form 10-K referred
to above.
The results of operations and cash flows for the six months ended January 31,
2003 are not necessarily indicative of the results to be expected for the fiscal
year ending July 31, 2003 or any other period. Certain amounts from prior
periods have been reclassified to conform to the current period's presentation.
ACCOUNTING PRONOUNCEMENTS
GOODWILL AND OTHER INTANGIBLE ASSETS
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill and Other Intangible Assets, as of the beginning of the current
fiscal year. SFAS No. 142 prohibits the amortization of goodwill and intangible
assets with indefinite useful lives. SFAS No. 142 requires that these assets be
reviewed for impairment at least annually, or whenever there is an indication of
impairment. SFAS No. 142 requires that any goodwill recorded in connection with
an acquisition consummated on or after July 1, 2001 not be amortized. No
goodwill was acquired during the six month period ended January 31, 2003.
Intangible assets with finite lives will continue to be amortized over their
estimated useful lives and reviewed annually for impairment in accordance with
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
For further discussion of the Company's adoption of SFAS No. 142, see Note 2 to
the condensed, consolidated financial statements.
6
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
January 31, 2003
(in Thousands)
NOTE 1 - ACCOUNTING POLICIES (continued):
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS
The Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, as of the beginning of the current fiscal year. SFAS No. 144
supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of. SFAS No. 144 addresses financial
accounting and reporting for the impairment of long-lived assets held for use
and for long-lived assets that are to be disposed of by sale. The adoption of
this statement had no effect on the Company's financial position or results of
operations.
ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS
The Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations,
as of the beginning of the current fiscal year. This statement requires the
Company to recognize the fair value of a liability associated with the cost the
company would be obligated to incur in order to retire an asset at some point in
the future. The liability would be recognized in the period in which it is
incurred and can be reasonably estimated. The adoption of this statement had no
effect on the Company's financial position or results of operations.
ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT AND DISPOSAL ACTIVITIES
In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with
Exit and Disposal Activities. This statement addresses costs such as
restructuring, involuntary termination of employees and consolidating facilities
but excludes from its scope exit and disposal activities that are in connection
with a business combination and those activities to which SFAS No. 143 and 144
are applicable. SFAS No. 146 is effective for exit and disposal activities that
are initiated after December 31, 2002. The Company will assess the impact of
adoption of SFAS 146 based on the nature of any exit or disposal activities that
are ongoing at that time.
NOTE 2 - GOODWILL AND OTHER INTANGIBLE ASSETS:
The Company adopted SFAS No. 142 as of the beginning of the current fiscal year.
SFAS No. 142, among other things, eliminates the amortization of goodwill and
intangible assets with indefinite useful lives. At the beginning of the current
fiscal year, the Company reviewed existing goodwill for impairment. Only
goodwill associated with the acquisition of a cost-method investment was
determined to be impaired and the amount of $151 was charged to operating,
general, and administrative expenses.
Loan origination fees constitute the Company's intangible asset subject to
amortization. The original loan origination fee subject to amortization was $20.
Accumulated amortization was $8 and $7 for January 31, 2003 and July 31, 2002,
respectively. Amortization of the loan origination fees is computed on a
straight-line basis over the term of the related note. Amortization expense of
$1, for the six months ended January 31, 2003 and 2002, is included in interest
expense on the Consolidated Statements of Income. The estimated aggregate
amortization expense for the five succeeding fiscal years is $10.
According to SFAS No. 142, the Company trademark is not subject to amortization
and will be reviewed for impairment, at least annually, or whenever there is an
indication of impairment. The Company trademark had a carrying amount of $4 at
January 31, 2003 and July 31, 2002.
7
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
January 31, 2003
(in Thousands)
NOTE 2 - GOODWILL AND OTHER INTANGIBLE ASSETS (continued):
The following schedule reflects net income excluding goodwill amortization and
impairment charges for the three and six months ended January 31, 2003 and 2002:
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- -------------------------
JANUARY 31, JANUARY 31, JANUARY 31, JANUARY 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net income:
Net income as reported $ 964 $ 110 $ 1,079 $ 451
Impairment - - 151 -
Amortization, net of taxes - 20 - 39
----------- ----------- ----------- -----------
Pro forma net income $ 964 $ 130 $ 1,230 $ 490
=========== =========== =========== ===========
Earnings per share:
Net earnings per share as reported $ 560.45 $ 70.43 $ 641.78 $ 291.70
Impairment - - 89.90 -
Amortization, net of taxes - 12.63 - 25.42
----------- ----------- ----------- -----------
Pro forma net earnings per share $ 560.45 $ 83.06 $ 731.68 $ 317.12
=========== =========== =========== ===========
NOTE 3 - SEGMENT INFORMATION:
The Company has changed its reporting segments to reflect how the company now
manages its operations. The Company has three reportable segments: Wholesale
Distribution, Logistics Services, and Direct Customer Services. The Wholesale
Distribution segment is a wholesaler of pharmaceuticals and other veterinary
related items. This segment distributes products primarily to Company
shareholders, who are licensed veterinarians or business entities comprised of
licensed veterinarians. The Logistics Services segment provides logistics and
distribution service operations for vendors of animal health products. The
Logistic Services segment serves its customers by consolidating, packaging and
delivering animal health products closer to the final destination, resulting in
reduced freight costs and improved delivery performance. The Direct Customer
Services segment is as a supplier of animal health products to the producer or
consumer. Animal health products are shipped to a distribution center closer to
the final destination. The segment's trucking operations transport the products
directly to the producer or consumer.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies as detailed in the Company's
consolidated financial statements and footnotes thereto included in the Annual
Report on form 10-K for the year ended July 31, 2002, filed with the SEC. The
Company evaluates performance based on profit or loss from operations before
income taxes.
The Company's reportable segments are strategic business units that serve
different types of customers in the animal health industry. The separate
financial information of each segment is presented consistent with the way
results are regularly evaluated by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. Previously, the
Company disclosed one reportable segment.
8
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
January 31, 2003
(in Thousands)
NOTE 3 - SEGMENT INFORMATION (continued):
The following table summarizes the Company's operations by business segment:
DIRECT
WHOLESALE LOGISTICS CUSTOMER CONSOLIDATED
DISTRIBUTION SERVICES SERVICES ELIMINATIONS TOTAL
------------ ------------ ------------ ------------ ------------
Three months ended January 31, 2003
Net sales and other revenue $ 67,550 $ 231 $ 6,866 $ (6,622) $ 68,025
Cost of sales 60,254 201 6,003 (6,540) 59,918
Operating, general and administrative expenses 5,576 -- 801 -- 6,377
Operating income 1,720 30 61 (81) 1,730
Income before taxes 1,619 30 51 (81) 1,619
Three months ended January 31, 2002
Net sales and other revenue 55,483 513 -- (513) 55,483
Cost of sales 51,175 575 -- (575) 51,175
Operating, general and administrative expenses 3,907 -- -- -- 3,907
Operating income 401 (62) -- 62 401
Income before taxes 306 (62) -- 62 306
Six months ended January 31, 2003
Net sales and other revenue 142,223 1,344 13,042 (13,348) 143,261
Cost of sales 129,011 1,281 11,298 (13,159) 128,430
Operating, general and administrative expenses 11,191 -- 1,609 -- 12,800
Operating income 2,021 63 136 (189) 2,031
Income before taxes 1,808 63 126 (189) 1,808
Six months ended January 31, 2002
Net sales and other revenue 114,635 1,075 -- (1,075) 114,635
Cost of sales 105,992 1,076 -- (1,076) 105,992
Operating, general and administrative expenses 7,522 -- -- -- 7,522
Operating income 1,121 (1) -- 1 1,121
Income before taxes 949 (1) -- 1 949
9
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
January 31, 2003
(in Thousands)
NOTE 4 - EXECUTIVE RETIREMENT OBLIGATION:
On January 1, 2003 the Company adopted a Supplemental Executive Retirement Plan.
The plan is unfunded and is not subject to ERISA requirements. At January 31,
2003 the Company recognized $1,330 as an intangible asset and a like amount as a
long-term liability.
NOTE 5 - RECLASSIFICATIONS:
Certain reclassifications have been made to the prior year condensed,
consolidated financial statements to conform to the current year presentation.
Such reclassifications had no impact on results of operation or shareholders'
equity.
10
To the Board of Directors
Professional Veterinary Products, Ltd.
Omaha, NE
INDEPENDENT ACCOUNTANT'S REPORT
We have reviewed the accompanying consolidated balance sheet of
Professional Veterinary Products, Ltd. (a Nebraska Corporation) and subsidiaries
as of January 31, 2003, and the related statements of consolidated income for
the three and six month periods ended January 31, 2003 and 2002 and the
consolidated statements of cash flows for the six month periods ended January
31, 2003 and 2002. We conducted our review in accordance with standards
established by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Professional Veterinary Products, Ltd.
A review of interim financial information consists principally of inquiries
of Company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
The July 31, 2002 balance sheet included in these financial statements was
audited by us. Our audit report dated October 14, 2002 expressed an unqualified
opinion on that balance sheet.
/s/ Quick & McFarlin, P.C.
Omaha, Nebraska
March 7, 2003
11
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company expends capital primarily to fund day-to-day operations and
expand those operations to accommodate sales growth. It is necessary for the
Company to expend necessary funds to maintain significant inventory levels in
order to fulfill its commitment to its customers. Historically, the Company has
financed its cash requirements primarily from short term bank borrowings and
cash from operations. The short term bank borrowings are accomplished through a
twenty million dollar revolving line of credit at U.S. Bank, Omaha, Nebraska.
As in previous years, the Company's capital expenditures were made to
finance day-to-day operations and to expand its operations to accommodate the
growth in the number of customers and corresponding growth in sales. Inventory
needs and expenses associated therewith continue to grow. Capital requirements
have been funded primarily from short-term bank borrowings and cash derived from
its operations.
Net cash used by operating activities of $9.2 million for period ending
January 31, 2002 was primarily attributable to an increase of $4.6 million in
receivables and an increase of $23.6 million in inventories. These were
partially offset by an increase of $18.2 million in accounts payable. Net cash
used by operating activities of $10.3 million for period ending January 31, 2003
was primarily attributable to an increase of $8.7 million in receivables and
$22.4 million in inventories. These were partially offset by an increase of
$19.0 million in accounts payable.
Net cash used by investing activities of $127 thousand for period ending
January 31, 2002 was primarily attributable to investments in equipment,
including the purchase of office, warehouse and computer equipment. Net cash
used by investing activities of $1.7 million for period ending January 31, 2003
was primarily attributable to the purchase of 10 acres of land adjoining the
current corporate headquarters in Omaha, Nebraska for $808 thousand plus
investments in equipment and furniture, including the purchase of office
furniture, warehouse and computer equipment.
Net cash provided by financing activities of $8.7 million for period ending
January 31, 2002 was primarily attributable to net loan proceeds of $8.2
million. Net cash provided by financing activities of $11.0 million for period
ending January 31, 2003 was primarily attributable to net loan proceeds of $8.4
million and a bank overdraft of $2.3 million.
RESULTS OF OPERATIONS
Six months ended January 31, 2003 as compared to six months ended January
31, 2002:
Net sales and other revenue increased $28.6 million to $143.3 million
compared to $114.6 million for the same period the previous year. The 25% growth
was principally attributable to increased sales to existing customers of $5.7
million and to new customers of $22.9 million.
Gross profit increased $6.2 million to $14.8 million compared to $8.6
million for the same period the previous year. This increase is primarily
attributable to the increase in net sales and other revenue. Gross profit as a
percentage of net sales and other revenue was 10.4% compared to 7.5% for the
same period the previous year. This increase in gross profit percentage is
primarily attributable to higher margin from the sale of product including a
reduction in outbound freight costs.
Operating, general and administrative expenses increased $5.3 million
to $12.8 million compared to $7.5 million for the same period the previous year.
This increase is primarily attributable to support the increase in net sales and
other revenue. These expenses as a percentage of net sales and other revenue was
8.9% compared to 6.6% for the same period the previous year. This change in
percentage was primarily attributable to increased expenses maintaining two
distribution centers compared to one
12
distribution center for the same period the previous year, also added expenses
to support the ProConn LLC business which was not active the previous year.
Operating income increased $910 thousand to $2.0 million compared to $1.1
million for the same period the previous year. This increase is primarily
attributable to the increase in gross profit of $6.2 million which was partially
offset by the increase in operating, general and administrative expenses of $5.3
million. The Company's other income (expense) increased to $223 thousand
(expense) from the $172 thousand (expense) for the same period the previous
year. Interest expense increased from $385 thousand to $525 thousand. The
increase is principally related to a higher average balance on the revolving
line of credit. The total was partially offset by an increase in interest income
of $89 thousand.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks primarily from changes in U.S.
interest rates. The Company does not engage in financial transactions for
trading or speculative purposes.
The interest payable on the Company's revolving line of credit is based on
variable interest rates and is therefore affected by changes in market interest
rates. If interest rates on variable rate debt rose .404 percentage points (a
10% change from the interest rate as of January 31, 2003), assuming no change in
the Company's outstanding balance under the line of credit (approximately $15.3
million as of January 31, 2003), the Company's annualized income before taxes
and cash flows from operating activities would decline by approximately $62
thousand.
ITEM 4: DISCLOSURE CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of our
disclosure controls and procedures (as defined in Section 13(a)-14(c) of the
Securities Exchange Act of 1934 (the "Exchange Act")) was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer within the 90-day period preceding the filing date of this
quarterly report. Our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures as currently in effect are
effective in ensuring that the information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is (i) accumulated and
communicated to Company management (including the Chief Executive Officer and
Chief Financial Officer) in a timely manner, and (ii) recorded, processed,
summarized and reported within the time periods specified in the Security and
Exchange Commission's rules and forms.
(b) Changes in Internal Controls: In the quarter ended January 31, 2003,
we did not make any significant changes in, nor take any corrective actions
regarding, our internal controls or other factors that could significantly
affect these controls.
PART II
OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company has not been informed of any legal matters that would have a
material adverse effect on its financial condition, results of operation or cash
flow.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
(d) Use of Proceeds:
On October 19, 1999 the registration statement (Registration No. 333-86629)
for the initial public offering of our common stock became effective. 500 shares
of common stock were registered with an
13
aggregate offering price of $1,500,000. On November 8, 2001, the Company filed
another registration statement (Registration No. 333-72962) for the public
offering of an additional 500 shares of common stock, in addition to the 114
shares previously registered under Registration No. 333-86629 that remain
unsold. Through January 31, 2003, 591 shares of common stock have been sold for
an aggregate offering price of $1,773,000.
The amount of expenses incurred in connection with the issuance and
distribution of our common stock increased by approximately $91,000 to $217,792,
including the additional SEC registration fee, Blue Sky filing fees and
expenses, printing expenses, legal fees, and miscellaneous expenses. None of
these expenses represented a direct or indirect payment to directors, officers,
persons owning 10% or more of any class of our common stock.
The net offering proceeds to the Company after deducting the total expenses
are $1,555,208 as of January 31, 2003.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held its Annual Shareholders' Meeting on December 6, 2002.
(b) The shareholders voted to elect the following (3) Class III Directors
to serve until the 2005 Annual Meeting of shareholders and until their
successors are elected.
Name Votes For Votes Against Abstentions
---- --------- ------------- -----------
G. W. Buckaloo, Jr. 898 3 0
Tom Latta 898 3 0
William Swartz 898 3 0
ITEM 5: OTHER INFORMATION
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K
99.1: Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(b) REPORTS ON FORM 8-K
The Company filed no current reports on Form 8-K during the quarter
ended January 31, 2003.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 17, 2003 /s/ Dr. Lionel L. Reilly
---------------------------------
Dr. Lionel L. Reilly
President/Chief Executive Officer
14
CERTIFICATIONS
I, Dr. Lionel L. Reilly, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Professional
Veterinary Products, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
March 17, 2003
/s/ Dr. Lionel L. Reilly
- -----------------------------------
Dr. Lionel L. Reilly
President/Chief Executive Officer
15
I, Neal B. Soderquist, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Professional
Veterinary Products, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
March 17, 2003
/s/ Neal B. Soderquist
- -------------------------
Neal B. Soderquist
Chief Financial Officer
16