##### 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 January 31, 2006
 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
(State or other jurisdiction of
incorporation or organization)
    
    37-1119387
(IRS Employer
Identification No.)
 th
  Yes þ
    
    No o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-accelerated Filer þ
  Yes o
    
    No þ




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##### Table of Contents



PART I FINANCIAL INFORMATIONITEM 1:
    
    FINANCIAL STATEMENTS
    
    
    1Independent Accountants Report
    
    
    1Consolidated Balance
Sheets as of January 31, 2006 (unaudited) and July 31, 2005
    
    
    2Consolidated Statements of Income for the three and six month periods ended January 31, 2006 and 2005 (unaudited)
    
    
    3Consolidated Statements of Cash Flows for the six month periods ended January 31, 2006 and 2005 (unaudited)
    
    
    4Notes to Condensed, Consolidated Financial Statements (unaudited)
    
    
    5-11ITEM 2:
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    12ITEM 3:
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    24ITEM 4:
    
    CONTROLS AND PROCEDURES
    
    
    24PART II OTHER INFORMATIONITEM 1:
    
    LEGAL PROCEEDINGS
    
    
    26ITEM 1A:
    
    RISK FACTORS
    
    
    26ITEM 2:
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    26ITEM 3:
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    27ITEM 4:
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    27ITEM 5:
    
    OTHER INFORMATION
    
    
    27ITEM 6:
    
    EXHIBITS
    
    
    27SIGNATURESConsent of Quick & McFarlin, P.C.CertificationCertificationCertifications




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##### Table of Contents



ITEM 1: FINANCIAL STATEMENTS
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
 1




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##### Table of Contents



PROFESSIONAL
VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 
 
 January 31,
    
    
    July 31,2006
    
    
    2005ASSETSCURRENT ASSETSCash
    
    $
    3,158
    
    
    $
    2,118Accounts receivable, net of allowance for doubtful
accounts $1,032 and $970,
respectively
    
    
    39,543
    
    
    
    27,970Accounts receivable, related party
    
    
    5,006
    
    
    
    3,802Inventory, less allowance for obsolete inventory $91 and $152, respectively
    
    
    47,624
    
    
    
    34,670Deferred tax asset
    
    
    1,265
    
    
    
    1,178Other current assets
    
    
    683
    
    
    
    933Total current assets
    
    
    97,279
    
    
    
    70,671NET PROPERTY AND EQUIPMENT
    
    
    10,699
    
    
    
    10,483OTHER ASSETSIntangible assets, less accumulated amortization $15 and $14, respectively
    
    
    10
    
    
    
    11Intangible retirement asset
    
    
    890
    
    
    
    1,107Investment in unconsolidated affiliates
    
    
    1,803
    
    
    
    1,803Cash value life insurance
    
    
    1,383
    
    
    
    1,190Other assets
    
    
    2
    
    
    
    1Total other assets
    
    
    4,088
    
    
    
    4,112TOTAL ASSETS
    
    $
    112,066
    
    
    $
    85,266LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESNote payable, bank
    
    $
    23,063
    
    
    $
    2,721Current portion of long-term debt and capital lease obligation
    
    
    1,040
    
    
    
    1,070Accounts payable
    
    
    55,089
    
    
    
    51,544Accounts payable, related parties
    
    
    1,579
    
    
    
    809Other current liabilities
    
    
    5,599
    
    
    
    4,704Total current liabilities
    
    
    86,370
    
    
    
    60,848LONG-TERM LIABILITIESLong-term debt and capital lease obligation, less current portion
    
    
    4,591
    
    
    
    5,109Accrued retirement benefits, less current portion
    
    
    890
    
    
    
    1,107Deferred tax liability
    
    
    474
    
    
    
    504Shares subject to mandatory redemption, $1 par value; issued and
outstanding 728 shares and 731 shares, respectively
    
    
    2,168
    
    
    
    2,170Total long-term liabilities
    
    
    8,123
    
    
    
    8,890TOTAL LIABILITIES
    
    
    94,493
    
    
    
    69,738COMMITMENTS AND CONTINGENT LIABILITIES  SEE NOTE 8REDEEMABLE COMMON STOCK  SEE NOTE 6
    
    
    3,796
    
    
    
    3,797STOCKHOLDERS EQUITYRetained earnings
    
    
    13,777
    
    
    
    11,731Total stockholders equity
    
    
    13,777
    
    
    
    11,731TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    112,066
    
    
    $
    85,266
  2




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 
 
 Three Months Ended
    
    
    Six Months EndedJanuary 31,
    
    
    January 31,
    
    
    January 31,
    
    
    January 31,2006
    
    
    2005
    
    
    2006
    
    

2005NET SALES AND OTHER REVENUE
    
    $
    103,808
    
    
    $
    90,718
    
    
    $
    202,419
    
    
    $
    189,690COST OF SALES
    
    
    91,830
    
    
    
    79,789
    
    
    
    180,673
    
    
    
    169,795Gross Profit
    
    
    11,978
    
    
    
    10,929
    
    
    
    21,746
    
    
    
    19,895OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    9,493
    
    
    
    8,464
    
    
    
    17,932
    
    
    
    16,491Operating income
    
    
    2,485
    
    
    
    2,465
    
    
    
    3,814
    
    
    
    3,404OTHER INCOME (EXPENSE)Interest income
    
    
    120
    
    
    
    129
    
    
    
    232
    
    
    
    269Interest expense
    
    
    (482
    )
    
    
    (281
    )
    
    
    (819
    )
    
    
    (559
    )Other expense, net
    
    
    (362
    )
    
    
    (152
    )
    
    
    (587
    )
    
    
    (290
    )Income before taxes
    
    
    2,123
    
    
    
    2,313
    
    
    
    3,227
    
    
    
    3,114Income tax expense
    
    
    732
    
    
    
    861
    
    
    
    1,181
    
    
    
    1,164NET INCOME
    
    $
    1,391
    
    
    $
    1,452
    
    
    $
    2,046
    
    
    $
    1,950EARNINGS PER REDEEMABLE COMMON SHARE
    
    $
    1,084.48
    
    
    $
    1,169.93
    
    
    $
    1,591.95
    
    
    $
    1,574.91Weighted average redeemable common shares
outstanding
    
    
    1,282
    
    
    
    1,241
    
    
    
    1,285
    
    
    
    1,238SUPPLEMENTAL INFORMATIONNet sales and other revenue, related parties
    
    $
    9,764
    
    
    $
    9,392
    
    
    $
    21,143
    
    
    $
    19,098Purchases, related parties
    
    $
    3,627
    
    
    $
    4,582
    
    
    $
    6,460
    
    
    $
    7,830
  3




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##### Table of Contents



PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 
 
 January 31,
    
    
    January 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    2,046
    
    
    $
    1,950Adjustments to reconcile net income to net cash from
operating activities:Depreciation and amortization
    
    
    701
    
    
    
    598Retirement benefits
    
    
    217
    
    
    
    258Cash value of life insurance
    
    
    (193
    )
    
    
    (225
    )Deferred income tax
    
    
    (116
    )
    
    
    (242
    )Allowance for doubtful accounts
    
    
    62
    
    
    
    320Allowance for obsolete inventory
    
    
    (61
    )
    
    
    23(Increase) decrease in:Receivables
    
    
    (12,839
    )
    
    
    (11,000
    )Inventory
    
    
    (12,893
    )
    
    
    (11,131
    )Other current assets
    
    
    250
    
    
    
    440Other assets
    
    
    (1
    )
    
    
    19Increase (decrease) in:Accounts payable
    
    
    4,315
    
    
    
    17,251Other current liabilities
    
    
    678
    
    
    
    414Total adjustments
    
    
    (19,880
    )
    
    
    (3,275
    )Net cash consumed by operating activities
    
    
    (17,834
    )
    
    
    (1,325
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (916
    )
    
    
    (700
    )Net cash consumed by investing activities
    
    
    (916
    )
    
    
    (700
    )CASH FLOWS FROM FINANCING ACTIVITIESNet short-term borrowings
    
    
    20,342
    
    
    
    1,877Payments on long-term debt and capital lease obligation
    
    
    (549
    )
    
    
    (710
    )Net proceeds (payments) from issuance of shares subject
to mandatory redemption
    
    
    (2
    )
    
    
    15Net proceeds (payments) from issuance of redeemable
common stock
    
    
    (1
    )
    
    
    38Net cash provided by financing activities
    
    
    19,790
    
    
    
    1,220Net increase (decrease) in cash
    
    
    1,040
    
    
    
    (805
    )Cash at beginning of period
    
    
    2,118
    
    
    
    2,545Cash at end of period
    
    $
    3,158
    
    
    $
    1,740SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest paid
    
    $
    729
    
    
    $
    550Income taxes paid
    
    $
    572
    
    
    $
    642
  4




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 
 
 NOTE 1  BASIS OF PRESENTATION:
      NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS:
 Accounting for Rental Costs Incurred during a Construction Period
 Accounting for Certain Hybrid Financial Instruments. Accounting
for Derivative Instruments and Hedging Activities, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.
 5




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS (continued):
  NOTE 3  PROPERTY AND EQUIPMENT:
  January 31,
    
    
    July 31,2006
    
    
    2005Land
    
    $
    1,762
    
    
    $
    1,762Buildings
    
    
    5,045
    
    
    
    5,045Leasehold improvements
    
    
    566
    
    
    
    550Equipment
    
    
    8,479
    
    
    
    7,91115,852
    
    
    
    15,268Less  Accumulated depreciation
    
    
    5,608
    
    
    
    4,90810,244
    
    
    
    10,360Construction in progress
    
    
    455
    
    
    
    123Net property, plant and equipment
    
    $
    10,699
    
    
    $
    10,483
 NOTE 4  LINE OF CREDIT:
   NOTE 5  EARNINGS PER SHARE:
 Earnings per Share
 6




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##### Table of Contents



PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 NOTE 6  SHARES SUBJECT TO MANDATORY REDEMPTION AND REDEEMABLE COMMON STOCK:
    NOTE 7  POST RETIREMENT BENEFITS:
  7




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 NOTE 7  POST RETIREMENT BENEFITS (continued):
  January 31,2006
    
    
    2005Service cost
    
    $
    77
    
    
    $
    96Interest cost
    
    
    72
    
    
    
    86Amortization of prior losses
    
    
    
    
    
    
    8Amortization of unrecognized prior service cost
    
    
    68
    
    
    
    68Net periodic benefit cost
    
    $
    217
    
    
    $
    258
 NOTE 8  COMMITMENTS AND CONTINGENT LIABILITIES:
 Stock Redemption -
 Major Customer, Major Suppliers and Credit Concentrations 
 Other 
 Agreements 
  8




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 NOTE 9  SEGMENT INFORMATION:
    9




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##### Table of Contents



PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 NOTE 9  SEGMENT INFORMATION (continued):
  Wholesale
    
    Logistics
    
    Customer
    
    
    
    
    
    ConsolidatedDistribution
    
    Services
    
    Services
    
    Eliminations
    
    TotalThree months ended January 31, 2006Net sales and other revenue
    
    $
    103,032
    
    
    $
    106
    
    
    $
    17,317
    
    
    $
    (16,647
    )
    
    $
    103,808Cost of sales
    
    
    92,791
    
    
    
    98
    
    
    
    15,202
    
    
    
    (16,261
    )
    
    
    91,830Operating, general and
administrative expenses
    
    
    7,761
    
    
    
    
    
    
    
    1,732
    
    
    
    
    
    
    
    9,493Operating income
    
    
    2,480
    
    
    
    8
    
    
    
    383
    
    
    
    (386
    )
    
    
    2,485Income before taxes
    
    
    2,122
    
    
    
    8
    
    
    
    379
    
    
    
    (386
    )
    
    
    2,123Three months ended January 31, 2005Net sales and other revenue
    
    $
    89,915
    
    
    $
    590
    
    
    $
    11,345
    
    
    $
    (11,132
    )
    
    $
    90,718Cost of sales
    
    
    80,166
    
    
    
    597
    
    
    
    9,632
    
    
    
    (10,606
    )
    
    
    79,789Operating, general and
administrative expenses
    
    
    7,268
    
    
    
    
    
    
    
    1,196
    
    
    
    
    
    
    
    8,464Operating income
    
    
    2,481
    
    
    
    (7
    )
    
    
    517
    
    
    
    (526
    )
    
    
    2,465Income before taxes
    
    
    2,313
    
    
    
    (7
    )
    
    
    533
    
    
    
    (526
    )
    
    
    2,313Six months ended January 31, 2006Net sales and other revenue
    
    $
    202,201
    
    
    $
    241
    
    
    $
    30,712
    
    
    $
    (30,735
    )
    
    $
    202,419Cost of sales
    
    
    183,770
    
    
    
    222
    
    
    
    26,899
    
    
    
    (30,218
    )
    
    
    180,673Operating, general and
administrative expenses
    
    
    14,619
    
    
    
    
    
    
    
    3,313
    
    
    
    
    
    
    
    17,932Operating income
    
    
    3,813
    
    
    
    19
    
    
    
    499
    
    
    
    (517
    )
    
    
    3,814Income before taxes
    
    
    3,227
    
    
    
    19
    
    
    
    498
    
    
    
    (517
    )
    
    
    3,227Six months ended January 31, 2005Net sales and other revenue
    
    $
    189,651
    
    
    $
    1,637
    
    
    $
    23,041
    
    
    $
    (24,639
    )
    
    $
    189,690Cost of sales
    
    
    172,269
    
    
    
    1,608
    
    
    
    19,935
    
    
    
    (24,017
    )
    
    
    169,795Operating, general and
administrative expenses
    
    
    13,950
    
    
    
    
    
    
    
    2,541
    
    
    
    
    
    
    
    16,491Operating income
    
    
    3,432
    
    
    
    29
    
    
    
    565
    
    
    
    (622
    )
    
    
    3,404Income before taxes
    
    
    3,114
    
    
    
    29
    
    
    
    593
    
    
    
    (622
    )
    
    
    3,114Business segment assetsJanuary 31, 2006
    
    $
    111,118
    
    
    $
    319
    
    
    $
    14,346
    
    
    $
    (13,717
    )
    
    $
    112,066July 31, 2005
    
    $
    84,574
    
    
    $
    300
    
    
    $
    10,131
    
    
    $
    (9,739
    )
    
    $
    85,266
 10




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
 NOTE 10  RECLASSIFICATIONS:
  11




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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 forward-looking 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 products or 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, poor weather conditions,
decreases in manufacturer or vendor rebates, 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
  12




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Restatement of Previously Reported Financial Statements
  Note on Common Stock
  Current Assets
  Current Liabilities
  13




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##### Table of Contents



Results of Operations
  Summary Consolidated Results of Operations Table For Three Months Ended January 31, 2006
 Three Months EndedJanuary 31,(in thousands)2006
    
    
    2005Net sales and other revenue
    
    $
    103,808
    
    
    $
    90,718Cost of sales
    
    
    91,830
    
    
    
    79,789Gross profit
    
    
    11,978
    
    
    
    10,929Operating, general and
administrative expenses
    
    
    9,493
    
    
    
    8,464Operating income
    
    
    2,485
    
    
    
    2,465Interest expense, net
    
    
    (362
    )
    
    
    (152
    )Income before taxes
    
    
    2,123
    
    
    
    2,313Income tax expense
    
    
    732
    
    
    
    861Net income
    
    $
    1,391
    
    
    $
    1,452
 Three months ended January 31, 2006 as compared to three months ended January 31, 2005
     14




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Operating Segments  Three months ended January 31, 2006 as compared to three months ended January
31, 2005
     Wholesale Distribution
    15




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Logistics Services
     Direct Customer Services
    16




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##### Table of Contents



Summary Consolidated Results of Operations Table for six months ended January 31, 2006
 Six Months EndedJanuary 31,(in thousands)2006
    
    
    2005Net sales and other revenue
    
    $
    202,419
    
    
    $
    189,690Cost of sales
    
    
    180,673
    
    
    
    169,795Gross profit
    
    
    21,746
    
    
    
    19,895Operating, general and
administrative expenses
    
    
    17,932
    
    
    
    16,491Operating income
    
    
    3,814
    
    
    
    3,404Interest expense, net
    
    
    (587
    )
    
    
    (290
    )Income before taxes
    
    
    3,227
    
    
    
    3,114Income tax expense
    
    
    1,181
    
    
    
    1,164Net income
    
    $
    2,046
    
    
    $
    1,950
 Six months ended January 31, 2006 as compared to six months ended January 31, 2005
     17




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Operating Segments  six months ended January 31, 2006 compared to six months ended January 31,
2005
 Wholesale Distribution
     Logistics Services
  18




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Direct Customer Services
     Seasonality in Operating Results
   19




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Liquidity and Capital Resources
      20




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##### Table of Contents



Operating Activities.
 Investing Activities.
 21




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Financing Activities.
 Off-Balance Sheet Arrangements
  Critical Accounting Policies
   Use of Estimates
  Revenue Recognition
  22




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Inventories
  Major Customer, Major Suppliers and Credit Considerations
  Income Taxes
  Goodwill and Other Intangible Assets
   Recent Accounting Changes
 Accounting for Rental Costs Incurred during a Construction Period.
 Accounting for Certain Hybrid Financial Instruments. Accounting
for Derivative Instruments and Hedging Activities, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.
 23




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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      
 ITEM 4: CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  24




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Changes in Internal Controls
  Limitations on the Effectiveness of Controls
  25




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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
    (1)
 Maximum NumberTotal Number of
    
    of Shares ThatTotal
    
    
    
    
    
    Shares Purchased
    
    May Yet BeNumber of
    
    Average
    
    as Part of Publicly
    
    Purchased UnderShares
    
    Price Paid
    
    Announced Plans
    
    the Plans orPeriod
    
    Purchased
    
    Per Share
    
    or Programs(2)
    
    Programs(3)November 1  November 30, 2005
    
    
    3
    
    
    $
    3,000
    
    
    
    
    
    
    
    2,012December 1  December 31, 2005
    
    
    6
    
    
    $
    3,000
    
    
    
    
    
    
    
    2,010January 1  January 31, 2006
    
    
    1
    
    
    $
    3,000
    
    
    
    
    
    
    
    2,011Total:
    
    
    10
    
    
    $
    3,000
    
    
    
    
    
    
    
    2,011
 
 (1)
    
    The Companys Bylaws require the Company to repurchase stock within ninety (90) days of
receiving written notice from a shareholder requesting redemption of his, her, or its stock, and
under the Articles of Incorporation, the Company may repurchase the share of common stock of any
shareholder who is no longer a veterinarian or veterinary clinic or owes money to the Company and
fails to make required payments. The redemption amount is the original purchase price of the stock
paid by the shareholder. Currently, the price of each share is fixed at $3,000 as provided in the
Articles of Incorporation. There is no expiration date.(2)
    
    Since inception, each shareholder of the Company has been entitled to have his, her, or its
share redeemed in accordance with the Articles of Incorporation and Bylaws.(3)
    
    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. Each shareholder of the
Company may have his, her, or its share redeemed in accordance with the Articles of Incorporation
and Bylaws. 26




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##### Table of Contents



ITEM 3: DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Shares Voted
    
    Shares Voted
    
    Shares votedDirector
    
    "FOR"
    
    "AGAINST"
    
    "ABSTAIN"G.W. Buckaloo, Jr., D.V.M.
    
    984
    
    47
    
    NATom Latta, D.V.M.
    
    984
    
    47
    
    NAWilliam Swartz, D.V.M.
    
    984
    
    47
    
    NAA. Donald Janezic, Jr.
    
    984
    
    47
    
    NA
 
 ITEM 5: OTHER INFORMATION
  
 ITEM 6: EXHIBITS
 ExhibitNo.
    
    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)4.1
    
    Certificate of Professional Veterinary Products, Ltd. (3)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)10.26
    
    Lease Agreement dated November 8, 2005 between Professional Veterinary Products, Ltd.
and Independent Veterinary Group, LLC (4)23
    
    Consent of Quick & McFarlin, P.C. for the quarter ended January 31, 2006 #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 Dr. Lionel L. Reilly, the Companys Chief
Executive Officer #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 Neal Soderquist, the Companys Chief
Financial Officer #32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, by Dr. Lionel L. Reilly, the Companys Chief Executive
Officer, and Neal Soderquist, the Companys Chief Financial Officer #
 
 #
    
    Filed herewith 27




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##### Table of Contents



28




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##### Table of Contents



SIGNATURES
  Date: March 16, 2006
    
    PROFESSIONAL VETERINARY PRODUCTS, LTD./s/ Dr. Lionel L. ReillyDr. Lionel L. Reilly,President and Chief Executive Officer/s/ Neal B. SoderquistNeal B. Soderquist, Chief Financial Officer andVice President
 29