##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934
 For the quarterly period ended October 31, 2009
 or
 o
    
    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.
  Nebraska
    
    37-1119387(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 10077 South 134th StreetOmaha, Nebraska 68138(402) 331-4440(Address and telephone number of registrants principal executive offices)
  þ o
 o o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-accelerated Filer þ
    
    Smaller reporting company o(Do not check if a Smaller reporting company)
  o þ




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##### 



PART I FINANCIAL INFORMATION
    
    1ITEM 1. FINANCIAL STATEMENTS
    
    2Condensed Consolidated Balance Sheets as of October 31, 2009 (unaudited) and July 31, 2009
    
    2Condensed Consolidated Statements of Loss and Comprehensive Loss for the three month periods ended October 31, 2009 and 2008 (unaudited)
    
    3Condensed Consolidated Statements of Stockholders Equity for the three month period ended October 31, 2009 (unaudited)
    
    4Condensed Consolidated Statements of Cash Flows for the three month periods ended October 31, 2009 and 2008 (unaudited)
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    6ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    13ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    20ITEM 4T: CONTROLS AND PROCEDURES
    
    20PART II OTHER INFORMATION
    
    22ITEM 1: LEGAL PROCEEDINGS
    
    22ITEM 1A: RISK FACTORS
    
    22ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    22ITEM 3: DEFAULTS UPON SENIOR SECURITIES
    
    23ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    23ITEM 5: OTHER INFORMATION
    
    23ITEM 6: EXHIBITS
    
    23SIGNATURESEX-31.1AEX-31.1BEX-32
  1




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##### Table of Contents



ITEM 1:
    
    FINANCIAL STATEMENTS
 PROFESSIONAL VETERINARY PRODUCTS, LTD.
 
 
 October 31,
    
    
    July 31,2009
    
    
    2009ASSETSCURRENT ASSETSCash
    
    $
    2,063
    
    
    $
    1,408Accounts
receivable, net of allowance: $519 and $305, respectively
    
    
    30,606
    
    
    
    24,227Accounts receivable, related parties
    
    
    650
    
    
    
    348Inventory, net of allowance: $131 and $127, respectively
    
    
    38,978
    
    
    
    37,107Deferred tax asset
    
    
    1,001
    
    
    
    952Other current assets
    
    
    3,462
    
    
    
    3,518Total current assets
    
    
    76,760
    
    
    
    67,560NET PROPERTY AND EQUIPMENT
    
    
    8,445
    
    
    
    8,718OTHER ASSETSIntangible assets, less accumulated
amortization, $11 and $10, respectively
    
    
    29
    
    
    
    30Investment in unconsolidated affiliates
    
    
    144
    
    
    
    144Cash value of life insurance
    
    
    2,884
    
    
    
    2,826Deferred tax asset
    
    
    486
    
    
    
    446Other assets
    
    
    9
    
    
    
    9Total other assets
    
    
    3,552
    
    
    
    3,455TOTAL ASSETS
    
    $
    88,757
    
    
    $
    79,733LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESNote payable, bank
    
    $
    11,327
    
    
    $
    20,287Current portion of long-term debt and capital lease obligation
    
    
    410
    
    
    
    400Current portion of accrued retirement benefits
    
    
    177
    
    
    
    243Accounts payable
    
    
    49,413
    
    
    
    29,043Accounts payable, related parties
    
    
    535
    
    
    
    845Interest rate swap
    
    
    48
    
    
    
    111Other current liabilities
    
    
    3,004
    
    
    
    3,656Total current liabilities
    
    
    64,914
    
    
    
    54,585LONG-TERM LIABILITIESLong-term debt
    
    
    3,265
    
    
    
    3,370Accrued retirement benefits
    
    
    2,860
    
    
    
    2,811Total long-term liabilities
    
    
    6,125
    
    
    
    6,181TOTAL LIABILITIES
    
    
    71,039
    
    
    
    60,766COMMITMENTS AND CONTINGENT LIABILITIES  SEE NOTE 11STOCKHOLDERS EQUITYCommon stock, $1 par value; authorized 30,000 shares; issued
and outstanding, 1,932 shares and 1,948, respectively
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    5,731
    
    
    
    5,779Retained earnings
    
    
    12,318
    
    
    
    13,562Accumulated other comprehensive loss
    
    
    (333
    )
    
    
    (376
    )Total stockholders equity
    
    
    17,718
    
    
    
    18,967TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    88,757
    
    
    $
    79,733
  2




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##### Table of Contents



PROFESSIONAL VETERINARY PRODUCTS, LTD.
 
 
 Three Months EndedOctober 31,
    
    
    October 31,2009
    
    
    2008NET SALES AND OTHER REVENUE
    
    $
    79,023
    
    
    $
    85,795COST OF SALES
    
    
    71,453
    
    
    
    77,608Gross profit
    
    
    7,570
    
    
    
    8,187OPERATING, GENERAL AND ADMINISTRATIVE
EXPENSES
    
    
    9,136
    
    
    
    10,393Operating income (loss)
    
    
    (1,566
    )
    
    
    (2,206
    )OTHER INCOME (EXPENSE)Interest income
    
    
    54
    
    
    
    71Interest expense
    
    
    (219
    )
    
    
    (300
    )Other expense  net
    
    
    (165
    )
    
    
    (229
    )Loss before income taxes
    
    
    (1,731
    )
    
    
    (2,435
    )Income tax benefit
    
    
    (487
    )
    
    
    (675
    )NET LOSS
    
    $
    (1,244
    )
    
    $
    (1,760
    )EARNINGS PER COMMON SHARE
    
    $
    (642.23
    )
    
    $
    (868.64
    )Weighted average common shares outstanding
    
    
    1,937
    
    
    
    2,026COMPREHENSIVE LOSSNet loss
    
    $
    (1,244
    )
    
    $
    (1,760
    )Other comprehensive income (loss):Adjustment for net periodic pension benefit cost, net of tax
    
    
    5
    
    
    
    6Adjustment for mark-to-market value of swap, net of tax
    
    
    38
    
    
    
    (49
    )Total comprehensive loss
    
    $
    (1,201
    )
    
    $
    (1,803
    )SUPPLEMENTAL INFORMATIONNet sales and other revenue  related parties
    
    $
    1,015
    
    
    $
    1,352Purchases  related parties
    
    $
    2,150
    
    
    $
    4,074
  3




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##### Table of Contents



PROFESSIONAL VETERINARY PRODUCTS, LTD.
 
 
 AccumulatedCommon
    
    
    
    
    

        
    Additional
    
    
    
    
    
    
    OtherShares
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveIssued
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    TotalBALANCE AT AUGUST 1, 2009
    
    
    1,948
    
    
    $
    2
    
    
    $
    5,779
    
    
    $
    13,562
    
    
    
    (376
    )
    
    $
    18,967Redemption of stock
    
    
    (16
    )
    
    
    
    
    
    
    (48
    )
    
    
    
    
    
    
    
    
    
    
    (48
    )Change in unrecognized
pension cost, net of tax of $4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    5Change in mark-to-market
interest rate swap, net of tax of $25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    38Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,244
    )
    
    
    
    
    
    
    (1,244
    )BALANCE AT OCTOBER 31, 2009
    
    
    1,932
    
    
    $
    2
    
    
    $
    5,731
    
    
    $
    12,318
    
    
    $
    (333
    )
    
    $
    17,718
  4




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##### Table of Contents



PROFESSIONAL VETERINARY PRODUCTS, LTD.
 
 
 October 31,
    
    
    October 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,244
    )
    
    $
    (1,760
    )Adjustments to reconcile net loss to net cash
from operating activities:Depreciation and amortization
    
    
    373
    
    
    
    445Retirement benefits
    
    
    (8
    )
    
    
    71Deferred income tax
    
    
    (118
    )
    
    
    23Cash value of life insurance
    
    
    
    
    
    
    (4
    )Allowance for doubtful accounts
    
    
    214
    
    
    
    7Allowance for obsolete inventory
    
    
    4
    
    
    
    (84
    )(Increase) decrease in:Receivables
    
    
    (6,895
    )
    
    
    (12,623
    )Inventory
    
    
    (1,875
    )
    
    
    (11,106
    )Other current assets
    
    
    56
    
    
    
    (604
    )Other assets
    
    
    
    
    
    
    2Increase (decrease) in:Accounts payable
    
    
    20,060
    
    
    
    15,161Other current liabilities
    
    
    (652
    )
    
    
    (420
    )Total adjustments
    
    
    11,159
    
    
    
    (9,132
    )Net cash provided by (consumed by) operating activities
    
    
    9,915
    
    
    
    (10,892
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (99
    )
    
    
    (122
    )Cash value of life insurance
    
    
    (58
    )
    
    
    (223
    )Net cash consumed by investing activities
    
    
    (157
    )
    
    
    (345
    )CASH FLOWS FROM FINANCING ACTIVITIESNet short-term borrowings
    
    
    (8,960
    )
    
    
    12,556Payments of long-term debt and capital lease obligation
    
    
    (95
    )
    
    
    (89
    )Payments from redemption of common stock
    
    
    (48
    )
    
    
    (45
    )Net cash provided by (consumed by) financing activities
    
    
    (9,103
    )
    
    
    12,422Net increase in cash
    
    
    655
    
    
    
    1,185Cash at beginning of year
    
    
    1,408
    
    
    
    1,985Cash at end of period
    
    $
    2,063
    
    
    $
    3,170Supplemental disclosure of cash flow information:Interest paid
    
    $
    233
    
    
    $
    278Income taxes refunded
    
    $
    (215
    )
    
    $
    (213
    )Non-cash periodic pension cost
    
    $
    9
    
    
    $
    6Non-cash unrealized loss on interest rate swap
    
    $
    63
    
    
    $
    (49
    )
  5




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NOTE 1  BASIS OF PRESENTATION:
      NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS:
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, FASB Accounting Standards Codification
 6




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##### Table of Contents



NOTE 3  PROPERTY AND EQUIPMENT:
  October 31,
    
    
    July 31,2009
    
    
    2009Land
    
    $
    1,762
    
    
    $
    1,762Buildings
    
    
    5,217
    
    
    
    5,217Leasehold improvements
    
    
    606
    
    
    
    606Equipment
    
    
    11,380
    
    
    
    11,14018,965
    
    
    
    18,725Less  Accumulated depreciation
    
    
    10,571
    
    
    
    10,1968,394
    
    
    
    8,529Construction in progress
    
    
    51
    
    
    
    189Net property, plant, and equipment
    
    $
    8,445
    
    
    $
    8,718
 NOTE 4  LINE OF CREDIT:
 ,
  NOTE 5  EARNINGS PER SHARE:
 Earnings per Share,
 7




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##### Table of Contents



NOTE 6  COMMON STOCK:
  NOTE 7  INCOME TAXES:
 Income Taxes
    NOTE 8  POST RETIREMENT BENEFITS:
  8




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##### Table of Contents



NOTE 8  POST-RETIREMENT BENEFITS (continued):
  October 31,  2009
    
    
    October 31, 2008Service cost
    
    $
    8
    
    
    $
    24Interest cost
    
    
    40
    
    
    
    46Amortization of prior losses
    
    
    
    
    
    
    2Amortization of unrecognized prior service costs
    
    
    9
    
    
    
    9Net periodic benefit cost
    
    $
    57
    
    
    $
    81
 NOTE 9  DERIVATIVE FINANCIAL INSTRUMENTS:
   Derivative Instruments and Hedging Activities
 October 31, 2009
    

July 31, 2009Fair Value of interest rate swap agreement
    
    $
    (48)
    
    
$
    (111)Balance sheet location of fair value amount
    
    Current Liabilities
    
    Current LiabilitiesLoss recognized in other comprehensive
income (effective portion-net of tax)
    
$
    38
    
    
$
    (67)Loss reclassified from accumulated other
comprehensive income into income
(effective portion)
    
$
    (72)
    
    
    $
    (162)Location of loss reclassified from
accumulated other comprehensive income
into income
    
    Interest Expense
    
    Interest ExpenseGain or loss recognized in income
(ineffective portion and amount excluded
from effectiveness testing)
   
    $
    
    

    $
    Location of gain (loss) recognized in
income (ineffective portion and amount
excluded from effectiveness testing)
    
    

    

    

    

    
 9




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##### Table of Contents



NOTE 10  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:
 Fair Value Measurements and Disclosures
  Level 1
    
    Quoted prices in active markets for identical assets or liabilitiesLevel 2
    
    Observable inputs other than Level 1 prices, such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for substantially the full
term of the assets or liabilitiesLevel 3
    
    Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities
  Interest Rate Swap Agreement
   Fair Value Measurements UsingQuoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Interest rate swap agreement
    
    
    (48
    )
    
    
    
    
    
    
    (48
    )
    
    
    
 NOTE 11  COMMITMENTS AND CONTINGENT LIABILITIES:
 Stock Redemption 
 Major Customers, Major Suppliers and Credit Concentrations 
 10




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NOTE 11  COMMITMENTS AND CONTINGENT LIABILITIES (continued):
 Other 
  Agreements
 NOTE 12  SEGMENT INFORMATION:
   Segment Reporting
 11




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##### Table of Contents



NOTE 12  SEGMENT INFORMATION (continued):
  Direct
    
    
    
    
    
    CondensedWholesale
    
    Logistics
    
    Customer
    
    
    
    
    
    ConsolidatedDistribution
    
    Services
    
    Services
    
    Eliminations
    
    TotalThree months ended October 31,
2009Net sales and other revenue
    
    $
    78,519
    
    
    $
    53
    
    
    $
    23,606
    
    
    $
    (23,155
    )
    
    $
    79,023Cost of sales
    
    
    73,345
    
    
    
    45
    
    
    
    22,123
    
    
    
    (24,060
    )
    
    
    71,453Operating, general and
administrative expenses
    
    
    6,734
    
    
    
    
    
    
    
    2,402
    
    
    
    
    
    
    
    9,136Operating income (loss)
    
    
    (1,560
    )
    
    
    8
    
    
    
    (919
    )
    
    
    905
    
    
    
    (1,566
    )Income (loss) before taxes
    
    $
    (1,731
    )
    
    $
    8
    
    
    $
    (913
    )
    
    $
    905
    
    
    $
    (1,731
    )Business segment assets
    
    $
    87,978
    
    
    $
    403
    
    
    $
    14,843
    
    
    $
    (14,467
    )
    
    $
    88,757Three months ended October 31,
2008Net sales and other revenue
    
    $
    84,155
    
    
    $
    63
    
    
    $
    18,521
    
    
    $
    (16,944
    )
    
    $
    85,795Cost of sales
    
    
    78,003
    
    
    
    53
    
    
    
    17,048
    
    
    
    (17,496
    )
    
    
    77,608Operating, general and
administrative expenses
    
    
    8,364
    
    
    
    
    
    
    
    2,029
    
    
    
    
    
    
    
    10,393Operating income (loss)
    
    
    (2,212
    )
    
    
    10
    
    
    
    (556
    )
    
    
    552
    
    
    
    (2,206
    )Income (loss) before taxes
    
    $
    (2,435
    )
    
    $
    10
    
    
    $
    (562
    )
    
    $
    552
    
    
    $
    (2,435
    )Business segment assets
    
    $
    105,767
    
    
    $
    360
    
    
    $
    19,627
    
    
    $
    (19,046
    )
    
    $
    106,708
 NOTE 13  SUBSEQUENT EVENTS:
   NOTE 14  SIGNIFICANT ESTIMATES AND CONCENTRATIONS:
 Current Economic Conditions
   12




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ITEM 2:
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward-Looking Statements
 This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking
statements are contained principally in the section entitled Managements Discussion and Analysis
of Financial Condition and Results of Operations. These statements involve known and unknown
risks, uncertainties and other factors which may cause our actual results, performance or
achievements to be materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. Forward-looking statements include, but are
not limited to, statements about:
 
    
    the current economic environment affecting the Company and the markets it serves;
    
    sources of revenues and anticipated revenues, including the contribution from the growth
of new products and markets;
    
    estimates regarding the Companys capital requirements and its need for additional
financing;
    
    the Companys ability to attract customers and the market acceptance of its products;
    
    our ability to establish relationships with suppliers of products; and
    
    plans for future products and services and for enhancements of existing products and
services.
 In some cases, you can identify forward-looking statements by terms such as may, intend,
might, will, should, could, would, expect, believe, estimate, predict,
potential, or the negative of these terms, and similar expressions intended to identify
forward-looking statements. These statements reflect our current views with respect to future
events and are based on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these statements. Also, these statements
represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q ,
and we undertake no obligation to publicly update or revise these forward-looking statements.
 These statements are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations
of our management and are subject to significant risks and uncertainties. Actual results may differ
from those set forth in the forward-looking statements. The following factors, among others, could
cause actual results to differ materially from those in forward-looking statements: decreased
demand for our services or loss of one or more of our major customers; surplus inventories; loss of
one or more of our major vendors; recessionary economic cycles; strikes, work slow downs, or work
stoppages at our vendors facilities; increases in interest rates; and increases in the prices paid
for goods. Readers should review and consider these factors along with the various disclosures we
make in public filings with the Securities and Exchange Commission.
 Overview
   13




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Current Assets
  Current Liabilities
  Results of Operations
  Summary Condensed Consolidated Results of Operations Table For Three Months Ended October 31, 2009
 Three Months EndedOctober 31,(in thousands)2009
    
    
    2008Net sales and other revenue
    
    $
    79,023
    
    
    $
    85,795Cost of sales
    
    
    71,453
    
    
    
    77,608Gross profit
    
    
    7,570
    
    
    
    8,187Operating, general and administrative
expenses
    
    
    9,136
    
    
    
    10,393Operating loss
    
    
    (1,566
    )
    
    
    (2,206
    )Interest expense, net
    
    
    (165
    )
    
    
    (229
    )Loss before taxes
    
    
    (1,731
    )
    
    
    (2,435
    )Income tax expense
    
    
    (487
    )
    
    
    (675
    )Net loss
    
    $
    (1,244
    )
    
    $
    (1,760
    )
 14




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##### Table of Contents



Three months ended October 31, 2009 as compared to three months ended October 31, 2008
       Operating Segments  three months ended October 31, 2009 as compared to three months ended October
31, 2008
   15




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Wholesale Distribution
      Logistics Services
     16




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##### Table of Contents



Direct Customer Services
      Seasonality in Operating Results
   Liquidity and Capital Resources
   Operating Activities.
 17




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##### Table of Contents



Investing Activities.
 Financing Activities .
 Off-Balance Sheet Arrangements
  Critical Accounting Policies
   Use of Estimates
  Revenue Recognition
  18




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Inventories
  Major Customers, Major Suppliers and Credit Concentrations
  Income Taxes
  Other Intangible Assets
   Pension Accounting
  19




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Recent Accounting Changes
 Generally Accepted Accounting Principles,
 
 ITEM 3:
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      
 ITEM 4:
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  20




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##### Table of Contents



Changes in Internal Controls
       Limitations on the Effectiveness of Controls
  21




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##### Table of Contents



PART II
OTHER INFORMATION
 
 ITEM 1: LEGAL PROCEEDINGS
   
 ITEM 1A:
    
    RISK FACTORS
  
 ITEM 2:
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
     22




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##### Table of Contents



Purchases of Equity Securities by the Company and Affiliated Purchasers:
 Total Number of
    
    
    MaximumShares
    
    
    Number ofPurchased as
    
    
    Shares ThatPart of Publicly
    
    
    May Yet BeTotal Number
    
    
    
    
    
    
    Announced
    
    
    Purchasedof Shares
    
    
    Average Price
    
    
    Plans or
    
    
    Under the PlansPeriod
    
    Purchased
    
    
    Paid Per Share
    
    
    Programs
    
    
    or Programs(1)August 1  August 31, 2009
    
    
    6
    
    
    $
    3,000
    
    
    
    
    
    
    
    1,942September 1  September 30, 2009
    
    
    6
    
    
    $
    3,000
    
    
    
    
    
    
    
    1,936October 1  October 31, 2009
    
    
    4
    
    
    $
    3,000
    
    
    
    
    
    
    
    1,932Total:
    
    
    16
    
    
    $
    3,000
    
    
    
    
    
    
    
    1,932
 
 (1)
    
    The maximum number of shares that may be purchased by the Company varies from time to time
due to the addition of new shareholders and on-going redemption of shares. 
 ITEM 3:
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4:
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5:
    
    OTHER INFORMATION
  
 ITEM 6:
    
    EXHIBITS
 Exhibit No.
    
    Description3.1
    
    
    Second Amended and Restated Articles of Incorporation of Professional
Veterinary Products, Ltd. (1)3.2
    
    
    Second Amended and Restated Bylaws of Professional Veterinary Products, Ltd. (2)3.3
    
    
    Amendment to Second Amended and Restated Bylaws of Professional Veterinary
Products, Ltd. (3)4.1
    
    
    Certificate of Professional Veterinary Products, Ltd. (4)4.2
    
    
    Second Amended and Restated Articles of Incorporation of Professional
Veterinary Products, Ltd. (1)4.3
    
    
    Second Amended and Restated Bylaws of Professional Veterinary Products, Ltd. (2)4.4
    
    
    Amendment to Second Amended and Restated Bylaws of Professional Veterinary
Products, Ltd. (3)31.1
    (A)
    
    Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Companys CEO
(#)31.1
    (B)
    
    Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Companys CFO
(#)32
    
    
    Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by the Companys CEO and CFO (#)
 
 (#)
    
    Filed herewith. 23




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##### Table of Contents



(1)
    
    Form 10-Q Quarterly Report for the period ended January 31, 2005 filed March 17, 2005.(2)
    
    Form 8-K Current Report dated March 7, 2005 and filed March 11, 2005.(3)
    
    Form 8-K Current Report dated May 26, 2006 and filed June 2, 2006.(4)
    
    Form S-1 Registration Statement No. 333-86629 filed on September 7, 1999.
 24




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##### Table of Contents



SIGNATURES
   PROFESSIONAL VETERINARY PRODUCTS, LTD.By:
    /s/ Stephen J. PriceStephen J. Price, President & CEOBy:
    /s/ Tara ChicatelliTara Chicatelli, Chief Financial Officer 25