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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 April 30, 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 134/th/ 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 April 30, 2003
----- -----------------------------
Common Stock, $1.00 par value 1,774
PROFESSIONAL VETERINARY PRODUCTS, LTD.
INDEX TO 10-Q FOR THE QUARTERLY
PERIOD ENDED APRIL 30, 2003
PART I: FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of April 30, 2003 and
July 31, 2002 2
Consolidated Statements of Income for the three months ended
April 30, 2003 and 2002 and the nine months ended April 30,
2003 and 2002 3
Consolidated Statements of Cash Flow for the nine months ended
April 30, 2003 and 2002 4
Notes to Financial Statements 5
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 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 14
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 15
CERTIFICATIONS 16
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
1
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
As of April 30, 2003 (unaudited) and July 31, 2002
(in thousands, except per share data)
April 30, July 31,
2003 2002
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 2,449 $ 1,324
Accounts receivable, trade - net of allowance for doubtful
accounts $527 (April 30, 2003) and $353 (July 31, 2002) 28,807 16,817
Accounts receivable, related parties 4,397 2,875
Inventory 53,571 36,991
Deferred income taxes 146 146
Other current assets 224 36
---------- ----------
Total current assets 89,594 58,189
---------- ----------
NET PROPERTY AND EQUIPMENT 10,531 8,719
---------- ----------
OTHER ASSETS
Intangible assets - net of accumulated amortization
$10 (April 30, 2003) and $83 (July 31, 2002) 15 168
Intangible retirement asset 1,230 -
Investment in unconsolidated affiliates 1,491 1,491
Cash value life insurance 294 67
Other assets 31 -
---------- ----------
Total other assets 3,061 1,726
---------- ----------
TOTAL ASSETS $ 103,186 $ 68,634
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable, bank $ 17,397 $ 6,897
Current portion of long-term debt and capital lease obligation 637 496
Accounts payable, trade 60,674 44,007
Accounts payable, related parties 3,127 1,680
Other current liabilites 3,908 2,583
---------- ----------
Total current liabilities 85,743 55,663
---------- ----------
LONG-TERM LIABILITIES
Long-term debt and capital lease obligation, less current portion 4,897 5,076
Accrued retirement benefits, less current portion 1,230 -
Deferred income tax liability 340 343
---------- ----------
Total long-term liabilities 6,467 5,419
---------- ----------
TOTAL LIABILITIES 92,210 61,082
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $1 par value; authorized 30,000 shares; issued and
outstanding 1,774 shares (April 30, 2003) and 1,544 shares (July 31, 2002) 2 2
Paid-in capital 5,169 4,547
Retained earnings 5,805 3,003
---------- ----------
10,976 7,552
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 103,186 $ 68,634
========== ==========
See notes to the condensed, consolidated financial statements.
2
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Consolidated Statements of Income
Three and Nine Month Periods Ended April 30, 2003 and 2002
(unaudited)
(in thousands, except per share data)
Three Months Ended Nine Months Ended
April 30, April 30, April 30, April 30,
2003 2002 2003 2002
------------- ------------ ------------- ------------
NET SALES AND OTHER REVENUE $ 74,624 $ 63,131 $ 217,886 $ 177,766
COST OF SALES 65,737 56,706 194,168 162,697
------------ ------------ ------------ ------------
Gross profit 8,887 6,425 23,718 15,069
OPERATING, GENERAL, AND
ADMINISTRATIVE EXPENSES 6,286 4,799 19,086 12,320
------------ ------------ ------------ ------------
Operating income 2,601 1,626 4,632 2,749
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest income 237 131 539 344
Interest expense (265) (247) (791) (633)
------------ ------------ ------------ ------------
Other expense - net (28) (116) (252) (289)
------------ ------------ ------------ ------------
Income before taxes 2,573 1,510 4,380 2,460
INCOME TAX EXPENSE 850 398 1,579 897
------------ ------------ ------------ ------------
Net income $ 1,723 $ 1,112 $ 2,801 $ 1,563
============ ============ ============ ============
Net earnings per share of
common stock $ 980.33 $ 717.93 $ 1,642.02 $ 1,010.10
============ ============ ============ ============
Weighted average common
shares outstanding 1,757 1,548 1,706 1,547
============ ============ ============ ============
See notes to the condensed, consolidated financial statements.
3
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flow
Nine Month Periods Ended April 30, 2003 and 2002
(unaudited)
(in thousands)
April 30, April 30,
2003 2002
---------------- --------------
CASH FLOWS FROM OPERATING ACTIVITES
Net income $ 2,801 $ 1,563
---------------- --------------
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 866 502
(Increase) decrease in:
Receivables (13,512) (7,141)
Inventories (16,580) (21,355)
Other current assets (188) (33)
Cash value life insurance (226) -
Increase (decrease) in:
Accounts payable 18,114 18,462
Other current liabilities 1,325 560
Deferred tax liability (3) (65)
--------------- -------------
Total adjustments (10,204) (9,070)
--------------- -------------
Net cash consumed by operating activities (7,403) (7,507)
--------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (2,526) (240)
Deposits on property and equipment (31) (426)
--------------- -------------
Net cash consumed by investing activities (2,557) (666)
--------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net short-term borrowings 10,500 8,315
Payments on long-term debt (380) (333)
Proceeds from capital lease obligations 343 -
Net proceeds from issuance of
common stock 622 128
--------------- -------------
Net cash provided by financing activities 11,085 8,110
--------------- -------------
Net increase (decrease) in cash 1,125 (63)
Cash at beginning of period 1,324 657
--------------- -------------
Cash at end of period $ 2,449 $ 594
=============== =============
Supplemental disclosure of cash flow information:
Interest paid $ 744 $ 610
=============== =============
Income taxes paid $ 742 $ 128
=============== =============
See notes to the condensed, consolidated financial statements.
4
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
April 30, 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 nine months ended April 30,
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 nine month period ended April 30, 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.
5
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
April 30, 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.
Accounting for Stock-Based Compensation, Transition and Disclosure
In December 2002, the FASB issued SFAS 148 Accounting for Stock-Based
Compensation, Transition and Disclosure. SFAS 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting
for stock-based employee compensation be displayed more prominently and in a
tabular format. Additionally, SFAS 148 requires disclosure of the pro forma
effect in interim financial statements. The transition and annual disclosure
requirements of SFAS 148 are effective for fiscal years ended after December 15,
2002. The interim disclosure requirements are effective for interim periods
beginning after December 15, 2002. The adoption of SFAS 148 did not have any
material impact on the Company's consolidated financial position or results of
operations.
6
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
April 30, 2003
(in thousands)
NOTE 1 - ACCOUNTING POLICIES (continued):
Amendment of Statement 133 on Derivative Instruments and Hedging Activities
In April 2003, the FASB issued SFAS 149 Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS 149 amends SFAS 133 Accounting for
Derivative Instruments and Hedging Activities, to require more consistent
reporting of contracts as either derivatives or hybrid instruments. SFAS 149 is
effective for contracts entered into or modified after June 30, 2003. The
Company believes the adoption of SFAS 149 will have no material impact on its
financial statements.
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 April 30, 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 nine months ended April 30, 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
April 30, 2003 and July 31, 2002.
An intangible asset not subject to amortization, according to Accounting
Principles Board Opinion No. 18, is the goodwill associated with the equity
method investment in an unconsolidated affiliate (AAHA Service Corp.) This
intangible asset has a carrying amount of $1,347 at April 30, 2003.
7
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
April 30, 2003
(in thousands)
NOTE 2 - GOODWILL AND OTHER INTANGIBLE ASSETS (continued):
The following schedule reflects pro forma net income excluding goodwill
amortization and impairment charges for the three and nine months ended April
30, 2003 and 2002:
Three Months Ended Nine Months Ended
April 30, April 30, April 30, April 30,
2003 2002 2003 2002
---- ---- ---- ----
Net income:
Net income as reported $ 1,723 $ 1,112 $ 2,801 $ 1,563
Impairment charge - - 151 -
Amortization - net of taxes - 20 - 59
--------- --------- --------- ---------
Pro forma net income $ 1,723 $ 1,132 $ 2,952 $ 1,622
========= ========= ========= =========
Net earnings per share:
Net earnings per share $ 980.33 $ 717.93 $1,642.02 $1,010.10
Impairment charge - - 88.59 -
Amortization - net of taxes - 12.70 - 38.13
--------- --------- --------- ---------
Pro forma net earnings per share $ 980.33 $ 730.63 $1,730.61 $1,048.23
========= ========= ========= =========
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 locations 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
April 30, 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 April 30, 2003
Net sales and other revenue $ 74,107 $ 275 $ 5,406 $ (5,164) $ 74,624
Cost of sales 66,221 240 4,571 (5,295) 65,737
Operating, general and
administrative expenses 5,282 1 1,003 - 6,286
Operating income 2,607 33 (169) 130 2,601
Income before taxes 2,574 33 (164) 130 2,573
Three months ended April 30, 2002
Net sales and other revenue 63,131 609 - (609) 63,131
Cost of sales 56,706 583 - (583) 56,706
Operating, general and
administrative expenses 4,799 - - - 4,799
Operating income 1,626 26 - (26) 1,626
Income before taxes 1,510 26 - (26) 1,510
Nine months ended April 30, 2003
Net sales and other revenue 216,331 1,619 18,448 (18,512) 217,886
Cost of sales 195,232 1,521 15,869 (18,454) 194,168
Operating, general and
administrative expenses 16,473 1 2,612 - 19,086
Operating income 4,628 96 (33) (59) 4,632
Income before taxes 4,381 96 (38) (59) 4,380
Nine months ended April 30, 2002
Net sales and other revenue 177,766 1,684 - (1,683) 177,766
Cost of sales 162,697 1,658 - (1,658) 162,697
Operating, general and
administrative expenses 12,320 - - 12,320
Operating income 2,749 25 - (25) 2,749
Income before taxes 2,460 25 - (25) 2,460
9
PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
April 30, 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. While the
SERP is an unfunded plan, the Company is informally funding the plan through
life insurance contracts on the participants. The life insurance contracts had
cash surrender values of $226 at April 30, 2003.
NOTE 5 - CAPITAL LEASE OBLIGATION
In February 2003, the Company purchased equipment by using a capital lease in
the amount of $343, with interest at 4.58% and monthly payments of $10 through
February 2006.
NOTE 6 - 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 and Stockholders
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 April 30, 2003, and the related statements of consolidated income for the
three and nine month periods ended April 30, 2003 and 2002 and the consolidated
statements of cash flows for the nine month periods ended April 30, 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.
Quick & McFarlin, P.C.
Omaha, Nebraska
June 10, 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 $7.5 million for period ending
April 30, 2002 was primarily attributable to an increase of $7.1 million in
receivables and an increase of $21.4 million in inventories. These were
partially offset by an increase of $18.5 million in accounts payable. Net cash
used by operating activities of $7.4 million for period ending April 30, 2003
was primarily attributable to an increase of $13.5 million in receivables and
$16.6 million in inventories. These were partially offset by an increase of
$18.1 million in accounts payable.
Net cash used by investing activities of $666 thousand for period
ending April 30, 2002 was primarily attributable to investments in equipment,
including the purchase of office, warehouse and computer equipment. Net cash
used by investing activities of $2.6 million for period ending April 30, 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, computer software, warehouse and computer equipment.
Net cash provided by financing activities of $8.1 million for period
ending April 30, 2002 was primarily attributable to net loan proceeds of $8.3
million. Net cash provided by financing activities of $11.1 million for period
ending April 30, 2003 was primarily attributable to net loan proceeds of $10.5.
RESULTS OF OPERATIONS
Nine months ended April 30, 2003 as compared to nine months ended April
30, 2002:
Net sales and other revenue increased $40.1 million to $217.9 million
compared to $177.8 million for the same period the previous year. The 23% growth
was principally attributable to increased sales to existing customers of $6.5
million and to new customers of $33.6 million. ProConn LLC, which was not active
the previous year, provided $18.4 million of the sales to new customers.
Gross profit increased $8.6 million to $23.7 million compared to $15.1
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 10.9% compared to 8.5% 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 $6.8 million
to $19.1 million compared to $12.3 million for the same period the previous
year. This increase is primarily attributable to support
12
the increase in net sales and other revenue. These expenses as a percentage of
net sales and other revenue was 8.8% compared to 6.9% for the same period the
previous year. This change in percentage was primarily attributable to increased
expenses maintaining two distribution centers compared to one 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 $1.9 million to $4.6 million compared to
$2.7 million for the same period the previous year. This increase is primarily
attributable to the increase in gross profit of $8.6 million which was partially
offset by the increase in operating, general and administrative expenses of $6.8
million. The Company's other income (expense) decreased to $252 thousand
(expense) from the $289 thousand (expense) for the same period the previous
year. Interest expense increased from $633 thousand to $791 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 $195 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 .4015 percentage
points (a 10% change from the interest rate as of April 30, 2003), assuming no
change in the Company's outstanding balance under the line of credit
(approximately $17.4 million as of April 30, 2003), the Company's annualized
income before taxes and cash flows from operating activities would decline by
approximately $70 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 April 30, 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.
13
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 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 April 30, 2003, 641
shares of common stock have been sold for an aggregate offering price of
$1,923,000.
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 $1,705,208 as of April 30, 2003.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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 April 30, 2003.
14
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: June 16, 2003 /s/ Dr. Lionel L. Reilly
------------------------
President/Chief Executive Officer
15
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.
June 16, 2003
/s/ Dr. Lionel L. Reilly
- ------------------------
President/Chief Executive Officer
16
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.
June 16, 2003
/s/ Neal B. Soderquist
- ----------------------
Chief Financial Officer
17