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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
1934For the quarterly period ended January 31, 2005
 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.)
 10077 South 134th Street
Omaha, Nebraska 68138
(402) 331-4440
(Address and telephone number of registrants principal executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the proceeding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
o   No þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes
o   No þ Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date (February 28, 2005). Common Stock, $1.00 par value, 1,981




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PROFESSIONAL VETERINARY PRODUCTS, LTD.
INDEX TO 10-Q FOR THE QUARTERLY
PERIOD ENDED JANUARY 31, 2005 PART I    FINANCIAL INFORMATION PAGEITEM 1.
    
    FINANCIAL STATEMENTSIndependent Accountants Report
    
    
    1Consolidated Balance Sheets as of January 31, 2005 (unaudited)
and July 31, 2004
    
    
    2Consolidated Statements of Income for the three and six month periods
ended January 31, 2005 and 2004 (unaudited)
    
    
    3Consolidated Statements of Cash Flows for the six month periods ended
January 31, 2005 and 2004 (unaudited)
    
    
    4Notes to Condensed, Consolidated Financial Statements (unaudited)
    
    
    5ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    10ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
    
    
    26ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    27PART II    OTHER INFORMATIONITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    27ITEM 2.
    
    CHANGES IN SECURITIES AND USE OF PROCEEDS
    
    
    27ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    28ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    28ITEM 5.
    
    OTHER INFORMATION
    
    
    29ITEM 6.
    
    EXHIBITS AND REPORTS ON FORM 8-K
    
    
    29SIGNATURES
    
    
    
    
    30Second Amended and Restated Articles of IncorporationRevolving Promissory NoteSecond Amendment to the Amended and Restated Loan AgreementCertification Pursuant to Section 302 - CEOCertification Pursuant to Section 302 - CFOCertification Pursuant to Section 906 - CEO & CFO




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ITEM 1: FINANCIAL STATEMENTS 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 January 31, 2005, and the related
statements of consolidated income for the three month and six month periods ended January 31, 2005
and 2004 and the consolidated statements of cash flows for the six month periods ended January 31,
2005 and 2004. These financial statements are the responsibility of the companys management. We conducted our review in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
standards of the Public Company Accounting Oversight Board (United States), 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 accounting principles
generally accepted in the United States of America. We have previously audited, in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of Professional
Veterinary Products, Ltd. and subsidiaries as of July 31, 2004, and the related statements of
income, retained earnings and cash flows for the year then ended (not presented herein); and in our
report dated October 7, 2004, we expressed an unqualified opinion on those financial statements.
In our opinion the information set forth in the accompanying consolidated balance sheet as of July
31, 2004, is fairly stated, in all material respects, in relation to the balance sheet from which
it has been derived. /s/ Quick & McFarlin, P.C.
Quick & McFarlin, P.C.
Omaha, Nebraska
March 7, 2005 1




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES 
 
 January 31,
    
    
    July 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash
    
    $
    1,740
    
    
    $
    2,545Accounts receivable, less allowance for doubtful
accounts $1,141 and $821, respectively
    
    
    31,865
    
    
    
    22,117Accounts receivable, related party
    
    
    4,180
    
    
    
    3,248Inventory, less allowance for obsolete inventory $152 and $129, respectively
    
    
    51,791
    
    
    
    40,682Deferred tax asset
    
    
    1,192
    
    
    
    952Other current assets
    
    
    396
    
    
    
    836Total current assets
    
    
    91,164
    
    
    
    70,380NET PROPERTY AND EQUIPMENT
    
    
    9,917
    
    
    
    10,321OTHER ASSETSIntangible assets, less accumulated amortization $13 and $12, respectively
    
    
    12
    
    
    
    13Intangible retirement asset
    
    
    1,068
    
    
    
    1,326Investment in unconsolidated affiliates
    
    
    1,720
    
    
    
    1,720Cash value life insurance
    
    
    953
    
    
    
    728Other assets
    
    
    751
    
    
    
    263Total other assets
    
    
    4,504
    
    
    
    4,050TOTAL ASSETS
    
    $
    105,585
    
    
    $
    84,751LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESNote payable, bank
    
    $
    12,051
    
    
    $
    10,174Current portion of long-term debt and capital lease obligation
    
    
    1,806
    
    
    
    2,000Accounts payable
    
    
    60,891
    
    
    
    45,216Accounts payable, related parties
    
    
    2,416
    
    
    
    840Other current liabilities
    
    
    4,488
    
    
    
    3,815Total current liabilities
    
    
    81,652
    
    
    
    62,045LONG-TERM LIABILITIESLong-term debt and capital lease obligation, less current portion
    
    
    5,466
    
    
    
    5,982Accrued retirement benefits, less current portion
    
    
    1,068
    
    
    
    1,326Deferred tax liability
    
    
    455
    
    
    
    457Shares subject to mandatory redemption, $1 par value; issued and
outstanding 714 shares and 716 shares respectively
    
    
    2,125
    
    
    
    2,110Total long-term liabilities
    
    
    9,114
    
    
    
    9,875TOTAL LIABILITIES
    
    
    90,766
    
    
    
    71,920COMMITMENTS AND CONTINGENT LIABILITIES - SEE NOTE 8STOCKHOLDERS EQUITYCommon stock, $1 par value; authorized 30,000 shares; issued and
outstanding 1,244 shares and 1,236, respectively
    
    
    1
    
    
    
    1Paid-in capital
    
    
    3,673
    
    
    
    3,635Retained earnings
    
    
    11,145
    
    
    
    9,195Total stockholders equity
    
    
    14,819
    
    
    
    12,831TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    105,585
    
    
    $
    84,751
 See
notes to the condensed, consolidated financial statements. 2




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES 
 
 Three Months Ended
    
    
    Six Months EndedJanuary 31,
    
    
    January 31,
    
    
    January 31,
    
    
    January 31,2005
    
    
    2004
    
    
    2005
    
    

2004NET SALES AND OTHER REVENUE
    
    $
    90,718
    
    
    $
    73,446
    
    
    $
    189,690
    
    
    $
    161,889COST OF SALES
    
    
    79,789
    
    
    
    63,984
    
    
    
    169,795
    
    
    
    143,802Gross Profit
    
    
    10,929
    
    
    
    9,462
    
    
    
    19,895
    
    
    
    18,087OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    8,464
    
    
    
    6,647
    
    
    
    16,491
    
    
    
    13,960Operating income
    
    
    2,465
    
    
    
    2,815
    
    
    
    3,404
    
    
    
    4,127OTHER INCOME (EXPENSE)Interest income
    
    
    129
    
    
    
    100
    
    
    
    269
    
    
    
    243Interest expense
    
    
    (281
    )
    
    
    (287
    )
    
    
    (559
    )
    
    
    (492
    )Other expense, net
    
    
    (152
    )
    
    
    (187
    )
    
    
    (290
    )
    
    
    (249
    )Income before taxes
    
    
    2,313
    
    
    
    2,628
    
    
    
    3,114
    
    
    
    3,878Income tax expense
    
    
    861
    
    
    
    966
    
    
    
    1,164
    
    
    
    1,436NET INCOME
    
    $
    1,452
    
    
    $
    1,662
    
    
    $
    1,950
    
    
    $
    2,442EARNINGS PER COMMON SHARE
    
    $
    1,169.93
    
    
    $
    1,403.25
    
    
    $
    1,574.91
    
    
    $
    2,068.95Weighted average common shares outstanding
    
    
    1,241
    
    
    
    1,185
    
    
    
    1,238
    
    
    
    1,180SUPPLEMENTAL INFORMATIONNet sales and other revenue, related parties
    
    $
    9,392
    
    
    $
    7,157
    
    
    $
    19,098
    
    
    $
    15,441Purchases, related parties
    
    $
    4,582
    
    
    $
    4,803
    
    
    $
    7,830
    
    
    $
    9,980
 See
notes to the condensed, consolidated financial statements. 3




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##### Table of Contents



PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES 
 
 January 31,
    
    
    January 31,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    1,950
    
    
    $
    2,442Adjustments to reconcile net income to net cash from
operating activities:Depreciation and amortization
    
    
    598
    
    
    
    532(Increase) decrease in:Receivables
    
    
    (10,680
    )
    
    
    (6,017
    )Inventory
    
    
    (11,109
    )
    
    
    (18,195
    )Deferred tax asset
    
    
    (240
    )
    
    
    (47
    )Other current assets
    
    
    440
    
    
    
    63Cash value life insurance
    
    
    (225
    )
    
    
    (439
    )Other assets
    
    
    19
    
    
    
    Increase (decrease) in:Accounts payable
    
    
    17,251
    
    
    
    12,755Other current liabilities
    
    
    673
    
    
    
    (937
    )Deferred tax liability
    
    
    (2
    )
    
    
    (39
    )Total adjustments
    
    
    (3,275
    )
    
    
    (12,324
    )Net cash consumed by operating activities
    
    
    (1,325
    )
    
    
    (9,882
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchases of property and equipment
    
    
    (193
    )
    
    
    (69
    )Deposits on property and equipment
    
    
    (507
    )
    
    
    (655
    )Net cash consumed by investing activities
    
    
    (700
    )
    
    
    (724
    )CASH FLOWS FROM FINANCING ACTIVITIESNet short-term borrowings (repayment)
    
    
    1,877
    
    
    
    9,229Payments on long-term debt and capital lease obligation
    
    
    (710
    )
    
    
    (663
    )Net proceeds from issuance of shares subject
to mandatory redemption
    
    
    15
    
    
    
    32Net proceeds from issuance of common stock
    
    
    38
    
    
    
    139Net cash provided by financing activities
    
    
    1,220
    
    
    
    8,737Net decrease in cash
    
    
    (805
    )
    
    
    (1,869
    )Cash at beginning of period
    
    
    2,545
    
    
    
    4,346Cash at end of period
    
    $
    1,740
    
    
    $
    2,477SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONInterest paid
    
    $
    550
    
    
    $
    470Income taxes paid
    
    $
    642
    
    
    $
    2,481
 See
notes to the condensed, consolidated financial statements. 4




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES 
 NOTES TO THE
CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
 January 31,
2005
(unaudited)
(in thousands, except per share data)
 NOTE 1  BASIS OF PRESENTATION 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, 2004 filed with the SEC. The Company follows the
same accounting policies in preparation of interim financial statements. These policies are
presented in Note 2 to the Consolidated Financial Statements included on Form 10-K referred to
above. The results of operations and cash flows for the six months ended January 31, 2005 are not
necessarily indicative of the results to be expected for the fiscal year ending July 31, 2005 or
any other period. Certain amounts from prior periods have been reclassified to conform to the
current periods presentation. NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standard (SFAS) No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter
4. SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs and wasted material. SFAS No. 151 requires that abnormal amounts be recognized as
current period charges regardless of whether they meet the criterion of so abnormal. In
addition, SFAS No. 151 required that allocation of fixed production overhead to the cost of
conversion be based on the normal capacity of the production facilities. This standard does not
effect the Companys financial position, cash flows or results of operations. In December 2004, the FASB issued SFAS No. 152, Accounting for Real Estate Time-Sharing
Transactions  an amendment of FASB Statement No. 66,SFAS No. 153, Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29,and SFAS No. 123 (Revised 2004), Share-Based Payment.These
standards do not effect the Companys financial position, cash flows or results of operations. 5




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
NOTES TO THE CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005
(unaudited)
(in thousands, except per share data) NOTE 3  PROPERTY AND EQUIPMENT Major classes of property and equipment consist of the following: January 31,
    
    
    July 31,2005
    
    

2004Land
    
    $
    1,762
    
    
    $
    1,762Buildings
    
    
    5,045
    
    
    
    5,045Leasehold improvements
    
    
    188
    
    
    
    188Equipment
    
    
    7,312
    
    
    
    7,12014,307
    
    
    
    14,115Less - Accumulated depreciation
    
    
    4,390
    
    
    
    3,794$
    9,917
    
    
    $
    10,321
 NOTE 4  LINE OF CREDIT In December 2004, the Company increased the amount of the revolving line of credit from
$25,000 to $40,000. This agreement is scheduled to expire in January 2008. The short-term
borrowing amounts outstanding under this credit facility were $12,051 and $10,174 at January 31,
2005 and July 31, 2004, respectively. Interest is payable at a variable rate, subject to change
each fiscal quarter, equal to the London InterBank Offered Rate (LIBOR) plus a percentage based on
the Companys leverage ratio. The line of credit is secured by substantially all of the Companys
assets. NOTE 5  EARNINGS PER SHARE SFAS No. 128, Earnings per Sharepromulgates accounting standards for the computation and
manner of presentation of the Companys earnings per share data. Under SFAS No. 128, the Company
is required to present basic and diluted earnings per share. Basic earnings per share is computed
by dividing net income available to common stockholders by the weighted-average number of common
shares outstanding for the period. In accordance with SFAS No. 150, the weighted-average number of
common shares outstanding for the period does not include the shares subject to mandatory
redemption. Diluted earnings per share reflect the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted into common stock.
There are no securities that are convertible to common stock that would cause further dilution.
The weighted-average number of common shares outstanding was 1,238 and 1,180 at January 31, 2005
and 2004, respectively. 6




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
NOTES TO THE CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005
(unaudited)
(in thousands, except per share data) NOTE 6  COMMON STOCK The Company is authorized to issue 30,000 shares of common stock with a par value of $1.
Issued and outstanding shares amounted to 1,958 at January 31, 2005 and 1,952 at July 31, 2004.
Holders of common stock are entitled to: a) one vote for each share held on matters submitted to a
vote of stockholders, b) a ratable share of dividends declared and c) in the event of liquidation
or dissolution, a ratable share of monies after liabilities. Shareholders are not permitted to
dispose of their stock except by a sale back to the Company. The shareholder must give the Company
written notice of the proposed sale and the Company must redeem for cash the share of stock within
ninety days of receiving such notice, at the price the shareholder paid for the share. Shares held
by single member limited liability companies and sole proprietorships are mandatorily redeemable
upon death of the holder at the price the shareholder paid for the share. The amount to be paid
upon death of these shareholders as of January 31, 2005 was $2,125. NOTE 7  POSTRETIREMENT BENEFITS On January 1, 2003, the Company adopted a Supplemental Executive Retirement Plan (SERP). The
SERP is a nonqualified defined benefit plan pursuant to which the Company will pay supplemental
pension benefits to certain key employees upon retirement based upon the employees years of
service and compensation. For the six months ended January 31, 2005 and 2004, benefits accrued and
expensed were $258 and $209, respectively. The plan is an unfunded supplemental retirement plan
and is not subject to the minimum funding requirements of the Employee Retirement Income Security
Act (ERISA). 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 $878 and $659 at January 31, 2005 and July 31, 2004, respectively. In December 2003, the FASB issued SFAS No. 132 (revised 2003), Employers Disclosures About
Pensions and Other Postretirement Benefits.The provisions of this statement do not change the
measurement and recognition provisions of SFAS No. 87, Employers Accounting for Pensions,SFAS No.
88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefitsand SFAS No. 106, Employers Accounting for Postretirement Benefits Other than
Pensions.Disclosures in this note reflect the revised requirements under SFAS No. 132 (revised). Net periodic benefit costs for the Companys SERP for the six months ended January 31,
included the following components: January 31,2005
    
    
    2004Service cost
    
    $
    96
    
    
    $
    76Interest cost
    
    
    86
    
    
    
    65Amortization of prior losses
    
    
    8
    
    
    
    Amortization of unrecognized prior service cost
    
    
    68
    
    
    
    68Net periodic benefit cost
    
    $
    258
    
    
    $
    209
 The weighted average discount rate and rate of increase in compensation levels used to compute
the actuarial present value of projected benefit obligations were 6.25% and 4.00%, respectively, at
July 31, 2004. The Company expects to recognize $516 of net periodic benefit cost for this
postretirement plan in 2005. 7




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PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
NOTES TO THE CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005
(unaudited)
(in thousands, except per share data) NOTE 8  COMMITMENTS AND CONTINGENT LIABILITIES Stock Redemption The Company is required by its Articles of Incorporation to repurchase
stock within ninety days of receiving written notice from the shareholder requesting redemption
of their stock. The redemption amount is the original purchase price of the stock paid by the
shareholder. The Company was contingently liable for $5.8 million as of January 31, 2005. Major Customer, Major Suppliers and Credit Concentrations Other financial instruments,
which potentially subject the Company to concentrations of credit risk, are trade accounts
receivable and trade payables. One customer comprised a significant individual receivable
consisting of 13.2% and 11.3% of the Companys receivables at January 31, 2005 and July 31,
2004, respectively. One vendor comprised a significant individual payable consisting of 42.5%
and 56.2% of the Companys payables at January 31, 2005 and July 31, 2004, respectively. Estimated Rebate Due to changes in manufacturer contracts and reductions in sales
performance incentives earned by the Company, the estimated shareholder performance rebate
accrued for the six months ended January 31, 2005 was $680 versus $3,237 for the prior
comparative period. Other The Company is subject to claims and other actions arising in the ordinary course
of business. Some of these claims and actions may result in lawsuits where the Company is a
defendant. Management believes that the ultimate obligations if any, which may result from
unfavorable outcomes of such lawsuits, will not have a material adverse effect on the financial
position, results of operations or cash flows of the Company and such obligations, if any, would
be adequately covered by insurance. NOTE 9  SEGMENT INFORMATION 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 serves 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, 2004,
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. 8




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PROFESSIONAL VETERINARY
PRODUCTS, LTD. AND SUBSIDIARIES
NOTES TO THE CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2005
(unaudited)
(in thousands, except per share data) NOTE 9  SEGMENT INFORMATION (CONTINUED) The following table summarizes the Companys operations by business segment: Wholesale
    
    
    Logistics
    
    
    Customer
    
    
    
    
    
    
    ConsolidatedDistribution
    
    
    Services
    
    
    Services
    
    
    Eliminations
    
    
    TotalThree 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
    )
    
    
    2,313Three months ended January 31, 2004Net sales and other revenue
    
    $
    72,573
    
    
    $
    132
    
    
    $
    8,079
    
    
    $
    (7,338
    )
    
    $
    73,446Cost of sales
    
    
    64,071
    
    
    
    120
    
    
    
    7,134
    
    
    
    (7,341
    )
    
    
    63,984Operating, general and
administrative expenses
    
    
    5,675
    
    
    
    
    
    
    
    972
    
    
    
    
    
    
    
    6,647Operating income
    
    
    2,828
    
    
    
    11
    
    
    
    (27
    )
    
    
    3
    
    
    
    2,815Income before taxes
    
    
    2,628
    
    
    
    11
    
    
    
    (14
    )
    
    
    3
    
    
    
    2,628Six 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
    )
    
    
    3,114Six months ended January 31, 2004Net sales and other revenue
    
    $
    161,089
    
    
    $
    245
    
    
    $
    18,318
    
    
    $
    (17,763
    )
    
    $
    161,889Cost of sales
    
    
    145,139
    
    
    
    232
    
    
    
    16,124
    
    
    
    (17,693
    )
    
    
    143,802Operating, general and
administrative expenses
    
    
    11,802
    
    
    
    
    
    
    
    2,158
    
    
    
    
    
    
    
    13,960Operating income
    
    
    4,148
    
    
    
    13
    
    
    
    36
    
    
    
    (70
    )
    
    
    4,127Income before taxes
    
    
    3,877
    
    
    
    13
    
    
    
    58
    
    
    
    (70
    )
    
    
    3,878Business segment assetsJanuary 31, 2005
    
    $
    104,959
    
    
    $
    276
    
    
    $
    8,165
    
    
    $
    (7,815
    )
    
    $
    105,585July 31, 2004
    
    
    84,128
    
    
    
    372
    
    
    
    6,291
    
    
    
    (6,040
    )
    
    
    84,751
 NOTE 10  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. 9




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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the Companys financial condition and results of
operations should be read in conjunction with the consolidated financial statements and
accompanying notes that are included in this quarterly report. Forward-Looking Statements This Quarterly Report onForm 10-Qcontains forward-looking statements. Forward-looking
statements are contained principally in the sections entitled Risk Factors That May Affect Future
Results and 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. We discuss many of these
risks in this Quarterly Report onForm 10-Qin greater detail under the heading Risk Factors That
May Affect Future Results. Also, these statements represent our estimates and assumptions only as
of the date of this Quarterly Report onForm 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: 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 Professional Veterinary Products, Ltd. provides distribution services of animal health and
companion animal products through three business segments, Wholesale Distribution, Logistics
Services, and Direct Customer Services. The Wholesale Distribution segment is a wholesaler of
pharmaceuticals and other veterinary related items. The Logistics Services segment provides
logistics and distribution service 10




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##### Table of Contents



operations for vendors of animal health products. The Direct Customer Services segment is a
supplier of animal health products to the producer or consumer. We generate most of our net sales and other revenue by providing pharmaceuticals, vaccines,
supplies, equipment and other veterinary related items to our customers through our wholesale
distribution segment. The main factor that impacts our net sales and other revenue is the
Companys ability to offer a broad product line combined with our excellent and knowledgeable
customer service. We also derive approximately 13% of our sales and other revenue from our
logistics services and direct customer services segments. During the quarter ended January 31, 2005, the Companys gross profit increased $1.5 million
although decreased as a percentage of net sales and other revenue, which directly impacted the
Companys net income. For the quarter, net income decreased by $210 thousand or 12.6% to $1.5
million compared to $1.7 million in the prior period. Due to changes in manufacturer contracts and
reductions in sales performance incentives earned by the Company, the estimated shareholder
performance rebate accrued for the six months ended January 31, 2005 was $680 thousand versus $3.2
million for the prior comparative period. Looking forward, we believe that costs of goods from manufacturers and labor expenses will
continue to be the most pressing issues facing the industry and us in the foreseeable future and
will continue to impact our profitability. Current Assets During the six month period ending January 31, 2005, the Companys current assets increased
$20.8 million primarily due to increased accounts receivable and inventory. These increases are
necessary to support the increased sales volume. Likewise current liabilities also increased
primarily due to an increase in accounts payable which is the result of increased product purchases
from vendors. Results of Operations The following discussion is based on the historical results of operations for the three month
and six month periods ended January 31, 2004 and 2005. Summary Consolidated Results of Operations Table For Three Months Ended January 31, 2005 Three Months EndedJanuary 31(in thousands)2005
    
    
    2004Net sales and other revenue
    
    $
    90,718
    
    
    $
    73,446Cost of sales
    
    
    79,789
    
    
    
    63,984Gross profit
    
    
    10,929
    
    
    
    9,462Operating, general and administrative
expenses
    
    
    8,464
    
    
    
    6,647Operating income
    
    
    2,465
    
    
    
    2,815Interest expense, net
    
    
    (152
    )
    
    
    (187
    )Other income (expense)
    
    
    
    
    
    
    Income before taxes
    
    
    2,313
    
    
    
    2,628Income tax expense
    
    
    861
    
    
    
    966Net income
    
    $
    1,452
    
    
    $
    1,662
 11




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Three months ended January 31, 2005 as compared to three months ended January 31, 2004 Net sales and other revenue for the three-month period ending January 31, 2005 increased $17.3
million to $90.7 million compared to $73.4 million for the same period the previous year. Gross profit for the three month period ending January 31, 2005 increased $1.5 million to
$10.9 million compared to $9.5 million for the same period the previous year. This increase is
primarily attributable to increased sales. Gross profit as a percentage of net sales and other
revenue was 12.0% compared to 12.9% for the same period the previous year. This decrease in gross
profit as a percentage of net sales and other revenue is due to changes in manufacturer contracts
and reductions in sales performance incentives earned by the Company. Operating, general and administrative expenses for the three month period ending January 31,
2005 increased $1.9 million to $8.5 million compared to $6.6 million for the same period the
previous year. This increase is primarily attributable to support the increase in net sales and
other revenue. These expenses as a percentage of net sales and other revenue were 9.3% compared to
9.1% for the same period the previous year. Operating income for the three month period ending January 31, 2005 decreased $.3 million to
$2.5 million compared to $2.8 million for the same period the previous year. This decrease is
primarily attributable to the decrease in gross profit margin and increase in operating, general
and administrative expenses. Interest expense decreased to $281 thousand for the three month period ending January 31,
2005, from $287 thousand for the same period in the previous year while interest income increased
to $129 thousand compared to $100 thousand in the prior period. The net decrease is principally
related to increased finance charges on accounts receivables. Net income decreased by $.2 million to $1.5 million compared to $1.7 million for the same
period the previous year. Operating Segments  three months ended January 31, 2005 as compared to three months ended January
31, 2004 The Company has three reportable segments: Wholesale Distribution, Logistics Services, and
Direct Customer Services. The Wholesale Distribution segment is a wholesaler of animal health
products to veterinarians. This segment distributes products primarily to Company shareholders,
who are licensed veterinarians or business entities comprised of licensed veterinarians. The Logistics Services segment provides animal health products to other animal health
wholesalers. The Logistic Services segment serves business-to-business type transactions. The Direct Customer Services segment is 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 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 Companys management, who
decides how to allocate resources and assesses performance. For additional quantitative segment
information, see Note 9 of the Companys Condensed, Consolidated Financial Statements for the Six
Month Period Ended January 31, 2005. 12




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##### Table of Contents



Wholesale Distribution Net sales and other revenue for the three-month period ending January 31, 2005 increased by
24% or $17.3 million. Net sales and other revenue for the three month period ending January 31,
2005 totaled $89.9 million compared to $72.6 million for the same three month period in the prior
fiscal year. Gross profit increased by $1.2 million to $9.7 million compared to $8.5 million for the same
three month period in the prior fiscal year. This increase was primarily due to increased sales.
Gross profit as a percentage of total revenue was 10.8% for the three month period ending January
31, 2005 compared to 11.7% for the same three month period in the prior fiscal year. This
decrease in gross profit as a percentage of total revenue is due to changes in manufacturer
contracts and reductions in sales performance incentives earned by this business segment. Operating, general and administrative expenses increased by $1.6 million to $7.3 million for
three-month period ending January 31, 2005 compared to $5.7 million for the previous year. This
increase was primarily due to support the increase in revenue. Such operating, general and
administrative expenses as a percentage of total revenue for the three-month period ending January
31, 2005 was 8.1% compared to 7.8% for the three month period ended January 31, 2004. Operating income decreased by $.3 million to $2.5 million for the three-month period ending
January 31, 2005 compared to $2.8 million for the previous year. This decrease is primarily
attributable to the decrease in gross profit margin and an increase in operating, general and
administrative expenses. Logistics Services Net sales and other revenue for the three-month period ending January 31, 2005 increased by
$.5 million. Net sales and other revenue for the three-month period ending January 31, 2005 totaled
$.6 million compared to $.1 million for the same period in the previous fiscal year. This increase
is primarily attributable to increased sales to other animal health wholesalers. Gross profit decreased by $18 thousand to a net loss of $7 thousand during the three-month
period ending January 31, 2005 compared to $11 thousand for the same period during the previous
fiscal year. Gross profit as a percentage of total revenue was a negative 1.2% for the three-month
period ending January 31, 2005 compared to 8.3% for the three month period ended January 31, 2004. Operating, general and administrative expenses did not change for the three-month period
ending January 31, 2005 compared to the previous year. Such operating, general and administrative
expenses as a percentage of total revenue for the three-month period ending January 31, 2005 were
less than .1% and were also less than .1% during the same three month period ending January 31,
2004. Operating income decreased by $18 thousand to a net loss of $7 thousand for the three-month
period ending January 31, 2005 compared to $11 thousand for the same period the previous year.
This decrease is primarily attributable to a decrease in gross profit. Direct Customer Services Net sales and other revenue for the three-month period ending January 31, 2005 increased by
40% or $3.2 million. Net sales and other revenue for the three-month period ending January 31,
2005 totaled $11.3 million compared to $8.1 million for the same period the previous year. Gross profit increased by $.7 million to $1.7 million in the three-month period ending January
31, 2005 compared to $1 million for the same period the previous fiscal year. This increase was
primarily due to the increase in revenue. Gross profit as a percentage of total revenue was 15.1%
for the three-month period ending January 31, 2005 compared to 11.7% for the three month period
ended January 31, 2004. 13




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##### Table of Contents



This increase in gross profit as a percentage of total revenue is due to an increase in sales
performance incentives earned by this business segment. Operating, general and administrative expenses increased by $.2 million to $1.2 million for
three-month period ending January 31, 2005 compared to $1 million for the previous year. This
increase was primarily due to support the increase in revenue. Such operating, general and
administrative expenses as a percentage of total revenue for the three-month period ending January
31, 2005 were 10.5% and compare to 12.0% during the same three month period ending January 31,
2004. Operating income increased by $.5 million to $.5 million for the three-month period ending
January 31, 2005 compared to an operating loss of $.0 million for the same period the previous
year. This increase is primarily attributable to an increase in gross margin. Summary Consolidated Results of Operations Table For Six Months Ended January 31, 2005 Six Months EndedJanuary 31,(in thousands)2005
    
    
    2004Net sales and other revenue
    
    $
    189,690
    
    
    $
    161,889Cost of sales
    
    
    169,795
    
    
    
    143,802Gross profit
    
    
    19,895
    
    
    
    18,087Operating, general and administrative
expenses
    
    
    16,491
    
    
    
    13,960Operating income
    
    
    3,404
    
    
    
    4,127Interest expense, net
    
    
    (290
    )
    
    
    (249
    )Other income (expense)
    
    
    
    
    
    
    Income before taxes
    
    
    3,114
    
    
    
    3,878Income tax expense
    
    
    1,164
    
    
    
    1,436Net income
    
    $
    1,950
    
    
    $
    2,442
 Six months ended January 31, 2005 as compared to six months ended January 31, 2004 Net sales and other revenue for the six months ended January 31, 2005 increased $27.8 million
to $189.7 million compared to $161.9 million for the same period the previous year. Gross profit for the six month period ended January 31, 2005 increased $1.8 million to $19.9
million compared to $18.1 million for the same period the previous year. This increase is
primarily attributable to increased sales. Gross profit as a percentage of net sales and other
revenue was 10.5% compared to 11.2% for the same period the previous year. This decrease in gross
profit as a percentage of net sales and other revenue is due to changes in manufacturer contracts
and reductions is sales performance incentives earned by the Company. Operating, general and administrative expenses for the six month period ended January 31, 2005
increased $2.5 million to $16.5 million compared to $14.0 million for the same period the previous
year. This increase is primarily attributable to support the increase in net sales and other
revenue. These expenses as a percentage of net sales and other revenue were 8.7% compared to 8.6%
for the same period the previous year. Operating income for the six month period ended January 31, 2005 decreased $.7 million to $3.4
million compared to $4.1 million for the same period the previous year. This decrease is primarily
attributable to the decrease in gross profit margin. 14




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##### Table of Contents



Interest expense increased to $.6 million for the six month period ended January 31, 2005,
from $.5 million for the same period in the previous year while interest income increased to $.3
million compared to $.2 million in the prior period. The net increase is principally related to
increased interest rates and a higher average balance on the Companys revolving line of credit. Net income decreased by $.4 million to $2.0 million compared to $2.4 million for the same
period the previous year. Operating Segments - six months ended January 31, 2005 as compared to six months ended January 31,
2004 Wholesale Distribution Net sales and other revenue for the six-month period ended January 31, 2005 increased by 18%
or $28.6 million. Net sales and other revenue for the six month period ending January 31, 2005
totaled $189.7 million compared to $161.1 million for the same six month period in the prior fiscal
year. Gross profit increased by $1.4 million to $17.4 million compared to $16 million for the same
six month period in the prior fiscal year. This increase was primarily due to increased sales.
Gross profit as a percentage of total revenue was 9.2% for the six month period ended January 31,
2005 compared to 9.9% for the same six month period in the prior fiscal year. This decrease in
gross profit as a percentage of total revenue is due to the changes in manufacturer contracts and
reductions is sales performance incentives earned by this business segment. Operating, general and administrative expenses increased by $2.2 million to $14 million for
the six month period ended January 31, 2005 compared to $11.8 million for the previous year. This
increase was primarily due to support the increase in revenue. Such operating, general and
administrative expenses as a percentage of total revenue for the six month period ended January 31,
2005 were 7.4% compared to 7.3% for the six month period ended January 31, 2004. Operating income decreased by $.7 million to $3.4 million for the six month period ended
January 31, 2005 compared to $4.1 million for the previous year. This decrease is primarily
attributable to the decrease in gross profit margin and an increase in operating, general and
administrative expenses. Logistics Services Net sales and other revenue for the six month period ended January 31, 2005 increased by $1.4
million. Net sales and other revenue for the six month period ended January 31, 2005 totaled $1.6
million compared to $.2 million for the same period in the previous fiscal year. This increase is
primarily attributable to increased sales to other animal health wholesalers. Gross profit increased by $16 thousand to $29 thousand during the six month period ended
January 31, 2005 compared to $13 thousand for the same period during the previous fiscal year.
This increase was primarily due to the increase in revenue. Gross profit as a percentage of total
revenue was 1.8% for the six month period ended January 31, 2005 compared to 5.3% for the six month
period ended January 31, 2004. Operating income increased by $16 thousand to $29 thousand for the six month period ended
January 31, 2005 compared to $13 thousand for the same period the previous year. This increase is
primarily attributable to the increase in revenue. 15




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##### Table of Contents



Direct Customer Services Net sales and other revenue for the six month period ended January 31, 2005 increased by 26%
or $4.7 million. Net sales and other revenue for the six month period ended January 31, 2005
totaled $23 million compared to $18.3 million for the same period the previous year. Gross profit increased by $.9 million to $3.1 in the six month period ended January 31, 2005
compared to $2.2 million for the same period the previous fiscal year. This increase was primarily
due to the increase in revenue. Gross profit as a percentage of total revenue was 13.5% for the
six month period ended January 31, 2005 compared to 12.0% for the six month period ended January
31, 2004. This increase in gross profit as a percentage of total revenue is due to an increase in
sales performance incentives earned by this business segment. Operating, general and administrative expenses increased by $.3 million to $2.5 million for
the six month period ended January 31, 2005 compared to $2.2 million for the same period the
previous year. This increase was primarily due to support the increase in revenue. Such
operating, general and administrative expenses as a percentage of total revenue for the six month
period ended January 31, 2005 were 11.0% compared to 11.8% during the same six month period ended
January 31, 2004. Operating income increased by $.5 million to $.6 million for the six month period ended
January 31, 2005 compared to $.1 million for the same period the previous year. This increase is
primarily attributable to an increase in gross margin. Seasonality in Operating Results The Companys quarterly sales and operating results have varied significantly in the past and
will likely continue to do so in the future. Historically, the Companys sales are seasonal with
peak sales in the spring and fall. The cyclical nature is directly tied to the significant amount
of business the Company does in the livestock sector. Product use cycles are directly related to
certain medical procedures performed by veterinarians on livestock during the spring and fall. In the last few years, the Company has been selling more companion animal related products.
These products tend to have a different seasonal nature which minimally overlaps the livestock
business cycles. The net result is a reduction of the cyclical seasonal nature of the business.
Minimizing the cyclical nature of the Companys business has allowed for more efficient utilization
of all resources. 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. At the end of the six month period ended January 31, 2005,
there were no additional material commitments for capital expenditures. The Company also has expended significant funds in the lease and purchase of its facilities.
In March 2002, the Company signed a lease agreement with Kinsley Equities II Limited Partnership
for 70,000 square feet of warehouse space in York, Pennsylvania for an initial term of five years.
The Company uses this facility to ship products to its customers in that geographical area of the
United States. In June 2003, the Company exercised an option to lease an additional 17,500 square
feet of space in that facility for a total of 87,500 square feet of leased space in York,
Pennsylvania. In October 2002, the Company purchased 10 acres of land adjacent to the current corporate
facility in Omaha, Nebraska for approximately $808 thousand in order to provide the Company with
land 16




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##### Table of Contents



available for future expansion of its Omaha facility. In addition to the purchase of the
additional 10 acres in Omaha, the Company made significant capital investments in equipment and
furniture, including the purchase of office furniture, computer software, warehouse and computer
equipment. The Company purchased some of the equipment in February 2003 by using a capital lease
in the amount of $343,075, with interest at 4.58% and monthly payments of $10,218 through February
2006. In May 2003, the Company amended and restated its Revolving Credit Agreement with U.S. Bank
and established a revolving line of credit facility and a term loan facility. The Companys
subsidiaries, ProConn, LLC and Exact Logistics, LLC also were named as borrowers. As part of this
amendment and restatement, the Company, its subsidiaries, and US. Bank entered into an Amended and
Restated Loan Agreement and the Company converted $4,000,000 of the Companys then current
obligations under the original Revolving Credit Agreement into a term loan and into a Term
Promissory Note in the same amount, which accrues interest at a fixed rate of 5.77% per annum. The
Company, ProConn and Exact Logistics are jointly and severally liable for the obligations under the
Term Promissory Note, which matures June 1, 2008. Currently, the Term Promissory Note is payable
in 59 installments of principal and interest in the amount of $76,904.14 which are payable monthly
through May 1, 2008. As of June 1, 2008, all unpaid principal and interest will be due. The
Company may not prepay the Term Promissory Note without the prior written consent of U.S. Bank and
the payment of a prepayment fee based on the net present value of the amount of principal to be
prepaid. As of January 31, 2005, the Company had $2,874,652 outstanding on the Term Promissory
Note. On December 28, 2004, the Company, ProConn, Exact Logistics and U.S. Bank entered into a
Second Amendment to the Amended and Restated Loan Agreement whereby U.S. Bank agreed to increase
the Companys revolving line of credit from $25,000,000 to $40,000,000 and the Company agreed to
amend its financial covenants under the Amended and Restated Loan Agreement. The increased
revolving line of credit is evidenced by a Revolving Promissory Note for $40,000,000 among U.S.
Bank, the Company, ProConn and Exact Logistics. The Company, ProConn and Exact Logistics are
jointly and severally liable for the obligations under the Revolving Promissory Note, which matures
on January 1, 2008. The actual principal amount outstanding varies as the Company borrows and
repays its obligations throughout the term of the loan. Advances made under the Revolving
Promissory Note accrue interest at a variable rate, subject to change each fiscal quarter, equal to
the LIBOR Rate plus a percentage based on the Companys leverage ratio. As of January 31, 2005,
the variable interest rate at which the Revolving Promissory Note accrued interest was 4.49% and
the Company had approximately $12 million outstanding thereunder. Both the Term Promissory Note and the Revolving Promissory Note are secured by a first and
second mortgage held by US Bank on the Companys Omaha facility as well as a first security
interest on all of the Companys accounts receivable, inventory, chattel paper, equipment,
instruments, investment property, deposit accounts, documents, letter of credit rights, fixtures,
personal property and general intangibles. The Amended and Restated Loan Agreement imposes a
number of conditions which must be met by the Company, ProConn and Exact Logistics on an on-going
basis prior to the U.S. Banks disbursement of loan funds under the Revolving Promissory Note,
including, without limitation, meeting certain financial covenants and providing the Bank with
annual audited financial statements and monthly interim financial statements. Failure to comply
with these conditions will result in a default under the Amended and Restated Loan Agreement,
Revolving Promissory Note and Term Promissory Note which permits U.S. Bank to accelerate the
payment of the outstanding principal and accrued interest under both notes. In addition, the Companys Articles of Incorporation require the Company to repurchase stock
within ninety (90) days of receiving written notice from a shareholder requesting redemption of
their stock. The redemption amount is the original purchase price of the stock paid by the
shareholder. The Company was contingently liable for
$5.8 million as of January 31, 2005. 17




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##### Table of Contents



Operating Activities.Net cash consumed by operating activities of $9.9 million for six
months ended January 31, 2004 was primarily attributable to an increase of $6 million in
receivables and an increase of $18.2 million in inventories and were partially offset by an
increase of $12.8 million in accounts payable. Net cash consumed by operating activities of $1.3
million for six months ended January 31, 2005 was primarily attributable to an increase of $10.7
million in receivables and an increase of $11.1 million in inventories and were partially offset by
an increase of $17.3 million in accounts payable. Investing Activities.Net cash consumed by investing activities of $.7 million for the period
ended January 31, 2004 was primarily attributable to investments in equipment and furniture,
including the purchase of office furniture, computer software, warehouse and computer equipment.
Net cash consumed by investing activities of $.7 million for the period ended January 31, 2005 was
primarily attributable to investments in equipment and furniture, including the purchase of office
furniture, computer software, warehouse and computer equipment. Financing Activities. Net cash provided by financing activities of $8.7 million for the
period ended January 31, 2004 was primarily attributable to net loan proceeds of $9.2 million. Net
cash provided by financing activities of $1.2 million for period ended January 31, 2005 was
primarily attributable to net loan proceeds of $1.9 million. Off-Balance Sheet Arrangements At January 31, 2005, the Company did not have any off-balance sheet arrangements. Critical Accounting Policies The SEC recently issued disclosure guidance for critical accounting policies. The SEC
defines critical accounting policies as those that require application of managements most
difficult, subjective or complex judgments, often as a result of the need to make estimates about
the effect of matters that are inherently uncertain and may change in subsequent periods. The Companys significant accounting policies are described in Note 2 to 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, 2004 filed with the SEC. Not all of these significant accounting
policies require management to make difficult, subjective or complex judgments or estimates.
However, management of the Company is required to make certain estimates and assumptions during the
preparation of consolidated financial statements in accordance with accounting principles generally
accepted in the United States of America. These estimates and assumptions impact the reported
amount of assets and liabilities and disclosures of contingent assets and liabilities as of the
date of the consolidated financial statements. Estimates and assumptions are reviewed periodically
and the effects of revisions are reflected in the period they are determined to be necessary.
Actual results could differ from those estimates. Following are some of the Companys critical
accounting policies impacted by judgments, assumptions and estimates. Use of Estimates The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America 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 amounts could differ from those estimates. 18




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Revenue Recognition The Company derives its revenue primarily from the sale of products, consignment sales and
agency agreements. Revenues are recognized as product is shipped and related services are
performed in accordance with all applicable revenue recognition criteria. For these transactions,
the Company applies the provisions of SEC Staff Accounting Bulletin No. 101, Revenue Recognition.
The Company recognizes revenue when there is persuasive evidence of an arrangement, title and risk
of loss have passed, delivery has occurred or the contractual obligations are met, the sales price
is fixed or determinable and collection of the related receivable is reasonably assured. Inventories Inventories consist substantially of finished goods held for resale and are valued at the
lower of cost or market, not in excess of net realizable value. Cost is determined primarily by
the weighted average cost method. Major Customer, Major Suppliers and Credit Concentrations Other financial instruments, which potentially subject the Company to concentrations of credit
risk, are trade accounts receivable and trade payables. One customer comprised a significant
individual receivable consisting of 13.2% of the Companys receivables at January 31, 2005. One
customer comprised a significant individual receivable consisting of 11.3% of the Companys
receivables at January 31, 2004. One vendor comprised 31.0% of all purchases the six month period
ended January 31, 2005 and 30.1% of all purchases for the six month period ended January 31, 2004. Income Taxes The Company provides for income taxes using the asset and liability method under which
deferred income taxes are recognized for the estimated future tax effects attributable to temporary
differences and carry-forwards that result from events that have been recognized either in the
financial statements or the income tax returns, but not both. The measurement of current and
deferred income tax liabilities and assets is based on provisions of enacted laws. Valuation
allowances are recognized if, based on the weight of available evidence, it is more likely than not
that some portion of the deferred tax assets will not be realized. Goodwill and Other Intangible Assets Annually, the Company subjects goodwill and other identifiable intangible assets with
indefinite lives to an impairment test, in accordance with accounting procedures generally accepted
in the United States. Other intangible assets continue to be
amortized over their useful lives. Other identifiable intangible assets consist of the Company trademark and loan origination
fees. Trademarks have an indefinite life and therefore are not amortized. Loan origination fees
constitute the Companys identifiable intangible asset subject to amortization. Amortization of
the loan origination fees is computed on a straight-line basis over the term of the related note.
Amortization expense is included in operating, general, and administrative expenses on the
Consolidated Statements of Income. Recent Accounting Changes During the quarter, no new accounting standards were issued that impacted the Companys
financial position, cash flows or results of operations. See Note 2 to the Condensed, Consolidated
Financial Statements for new standards issued by the Financial Accounting Standards Board during
the quarter. 19




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Risk Factors That May Affect Future Results The risks and uncertainties described below are not the only risks and uncertainties the
Company faces. Additional risks and uncertainties not presently known to the Company or that are
currently deemed immaterial also may impair its business operations. If any of the following risks
actually occur, the Companys business, financial condition or results of operations may suffer. Fluctuation of Future Results Due to Factors Outside of Managements Control The Companys operating results may significantly fluctuate, and you should not rely on them
as an indication of the Companys future results. Future revenues and results of operations may
significantly fluctuate due to a combination of factors, many of which are outside of managements
control. The most notable of these factors include:  
    seasonality;
    the impact of economic factors on the national veterinary practices;
    the timing and effectiveness of marketing programs;
    the timing of the introduction of new products and services;
    the timing and effectiveness of capital expenditures;
    changes in manufacturer contracts; and
    competition. The Company may be unable to reduce operating expenses quickly enough to offset any unexpected
revenue shortfall. If the Company has a shortfall in revenue without a corresponding reduction to
its expenses, operating results may suffer. The Companys operating results for any particular
quarter may not be indicative of future operating results. You should not rely on
quarter-to-quarter comparisons of results of operations as an indication of the Companys future
performance. Failure to Manage Growth Could Impair Our Business Our business has grown rapidly. Our revenues increased from $63.5 million in fiscal 1995 to
$335 million in fiscal 2004. During that same period, we significantly expanded our operations in
the United States. Our number of employees increased by approximately 240 individuals during that
period. It is difficult to manage this rapid growth, and our future success depends on our ability to
implement and/or maintain:  
    Sales and marketing programs;
    Customer support programs;
    Current product and service lines;
    Technological support which equals or exceeds our competitors;
    Recruitment and training of new personnel; and
    Operational and financial control systems. Our ability to successfully offer products and services and implement our business plan in a
rapidly evolving market requires an effective planning and management process. We expect that we
will need to continue to improve our financial and managerial controls and reporting systems and
procedures and to expand the training of our work force. If we are not able to manage the rapid growth, there is a risk our customer service quality
could deteriorate, which may in turn lead to decreased sales. This could impact our shareholders
in two ways  the ability to obtain products from the Company could be negatively affected and the
Companys profits could decrease. 20




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Loss of Key Personnel Could Hurt Our Business Our future success depends to a significant extent on the skills, experience and efforts of
Company President and Chief Executive Officer, Dr. Lionel Reilly, and key members of his staff. The
loss of any or all of these individuals could damage our business. In addition, we must continue
to develop and retain a core group of individuals if we are to realize our goal of continued
expansion and growth. We cannot assure you that we will be able to do so. In addition, our products and services are specialized in nature. In general, only highly
qualified and trained individuals have the necessary skills to market our products and provide our
services. We face intense competition for the hiring of these professionals. Any failure on our
part to hire, train and retain a sufficient number of qualified professionals would damage our
business. We do not generally enter into employment agreements requiring these employees to
continue in our employment for any period of time. However, we have an employment agreement with
Dr. Reilly, which automatically renews for successive one year periods unless terminated by either
party. There is No Market for Our Stock and the Value of the Stock Will Not Increase There has been no established public trading market for our common stock. Sales are limited to
licensed veterinarians and veterinary clinics, and our common stock will not be sold, assigned, or
otherwise transferred to anyone other than the Company. The price of each share is fixed at $3,000,
as provided in our Articles of Incorporation. A share will not increase in value. If a shareholder
wishes to redeem his, her, or its share, the shareholder must sell it to the Company and will
receive only the amount he, she, or it paid for the share. It is Unlikely We Will Pay Dividends Some investors favor companies that pay dividends, particularly in market downturns. We have
never declared or paid any cash dividends on our common stock. While our Articles of Incorporation
and Bylaws approved by the Company shareholders allow the payment of dividends, we currently intend
to retain any future earnings for funding the growth of our business and repayment of existing
indebtedness, and therefore, we do not currently anticipate declaring or paying cash dividends on
our common stock in the foreseeable future. In addition, our loan agreements restrict us from
paying such dividends. We Rely on Strategic Relationships to Generate Revenue To be successful, we must establish and maintain strategic relationships with leaders in the
manufacturing industry. This is critical to our success because we believe that these relationships
will enable us to:  
    Extend the reach of our distribution and services to the various participants in the
veterinary industry;
    Obtain specialized expertise; and
    Generate revenue. Entering into strategic relationships is complicated because some of our current and future
manufacturers are potential strategic partners, and these manufacturers may decide to compete with
us in the future. In addition, we may not be able to establish relationships with key participants
in the veterinary distribution industry if we have established relationships with competitors of
these key participants. Consequently, it is important that we are perceived as independent of any
particular customer or partner. 21




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Some of our agreements with manufacturers run for one year. We may not be able to renew our
existing agreements on favorable terms, or at all. If we lose the right to distribute products
under such agreements, we may lose access to certain products and lose a competitive advantage.
Potential competitors could sell products from manufacturers that we fail to continue with and
erode our market share. Performance or Security Problems With Our Systems Could Damage Our Business Our information systems are dependent on third party software, global communications
providers, telephone systems and other aspects of technology and Internet infrastructure that are
susceptible to failure. Though we have implemented redundant systems and security measures, our
customer satisfaction and our business could be harmed if we or our suppliers experience any system
delays, failures, loss of data, outages, computer viruses, break-ins or similar disruptions. We
currently process all customer transactions and data at our facilities in Omaha, Nebraska.
Although we have safeguards for emergencies, including, without limitation, sophisticated back-up
systems, the occurrence of a major catastrophic event or other system failure at either of our
distribution facilities could interrupt data processing or result in the loss of stored data. This
may result in the loss of customers or a reduction in demand for our services. Only some of our
systems are fully redundant and although we do carry business interruption insurance, it may not be
sufficient to compensate us for losses that may occur as a result of system failures. If disruption
occurs, our profitability and results of operations may suffer. We Face Significant Competition The market for veterinary distribution services is intensely competitive, rapidly evolving and
subject to rapid technological change. Some of our competitors have comparable product lines,
technical experience and financial resources. These organizations may be better known and have more
customers. We may be unable to compete successfully against these organizations. Many of our competitors have distribution strategies that directly compete with us. We have
many competitors including: Walco International, Inc., The Butler Company, Lextron Animal Health,
Inc., MWI Veterinary Supply Co., and J. A. Webster, Inc. d/b/a Webster Veterinary Supply. In addition, we expect that companies and others specializing in the veterinary products
industry will offer competitive products. Some of our large manufacturers/suppliers may also
compete with us through direct marketing and sales of their products. Increased competition could
result in:  
    price reductions, decreased revenue, and lower profit margins;
    loss of market share; and
    increased marketing expectations. These and other competitive factors could materially and adversely affect the Companys results of
operations. Changes in the Veterinary Distribution Industry Could Adversely Affect Our Business The veterinary distribution industry is subject to changing political, economic and regulatory
influences. Both state and federal government agencies regulate the distribution of certain animal
health products and the Company is subject to regulation, either directly or indirectly, by the
U.S. Department of Agriculture, the Food and Drug Administration (FDA) and the Drug Enforcement
Administration (DEA). To the extent the political party in power changes, whether in the executive
or legislative branch, the regulatory stance these agencies take could change. Our suppliers are
subject to regulation by the Department of Agriculture, the FDA and the Environmental Protection
Agency, and material changes to 22




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the applicable regulations could affect the suppliers ability to manufacture certain products
which could adversely impact the Companys product supply. In addition, some of our customers may
rely, in part, on farm and agricultural subsidy programs. Changes in the regulatory positions that
impact the availability of funding for such programs could have an adverse impact on our customers
financial positions which could lead to decreased sales. These factors affect our purchasing practices and operation of our business. Some of our
competitors are consolidating to create integrated delivery systems with greater market presence.
These competitors may try to use their market power to negotiate price reductions with the
manufacturers. If we were forced to reduce our prices, our operating results would suffer. As the
veterinary distribution industry consolidates, competition for customers will become more intense. You May be Forced to Sell Your Shares Back to the Company As a shareholder, you may be forced to sell your share of stock back to the Company under
certain circumstances. In the event of your death, the Company must repurchase your share of stock
at the price you paid for such share of stock. Further, in the event that you are no longer
qualified to own the Company stock, you must sell the share of stock back to the Company, which
will repurchase the share at the price you paid for such share of stock. We also have the option
to repurchase our stock if a shareholder owes money to us and fails to make payments by the due
date at the price the shareholder paid for the stock. We May Lack the Funds to Repurchase all of the Shares As a shareholder you are not permitted to sell, assign, or otherwise transfer your share of
stock except back to the Company. The shareholder must give the Company written notice of the
proposed sale and we will repurchase the share of stock within ninety days of receiving such
written notice, at the price the shareholder paid for the share. The Company must also repurchase
the share of stock at the price the shareholder paid for such share of stock in the event of a
shareholders death. In the event a shareholder is no longer qualified to own the Company stock,
the shareholder must sell the share of stock back to the Company, which will repurchase the share
at the price paid by the shareholder for such share of stock. If substantially all the
shareholders wish to sell their shares or no longer become qualified to own the Company stock, we
will be required to repurchase a large number of shares, which may divert financial resources that
would otherwise be used for operations and business. In addition, if a significant majority of the shareholders want to sell their shares at the
same time, there is a risk we would not have enough financial resources to repurchase all
outstanding shares within the ninety days. If we lack adequate funds to repurchase all the shares,
you would have no other means of selling your interest. Investors May Fail to Pay the Installment Payments An investor may choose from two payment plans: (1) one payment for the full $3,000 cost of the
share; or (2) three installments of $1,000 each, with the second and third installments due thirty
and sixty days after the first installment is paid. It is possible investors may fail to pay all
or a portion of the installment payments when due, thereby depriving the Company of the anticipated
proceeds. We May Not Be Able To Raise Needed Capital In the Future We may require additional capital to finance our growth strategies or other activities in the
future. Our capital requirements will depend on many factors, including the costs associated with
our growth and expansion. To the extent that our existing sources of cash, plus any cash generated
from operations, are insufficient to fund our activities, we may need to raise additional funds.
If we issue additional stock to raise capital, your percentage of ownership in us would be reduced.
Holders of debt would have rights, 23




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preferences or privileges senior to those you possess as a holder of our common stock. Additional
financing may not be available when needed and, if such financing is available, it may not be
available on terms favorable to us. In addition, if we borrow money, we will incur interest
charges, which could negatively impact our profitability. Our Substantial Leverage Could Harm Our Business By Limiting Our Available Cash and Our Access To
Additional Capital As of January 31, 2005, our total long-term debt (excluding current portions) was
approximately $5.5 million, and we had $12 million outstanding under our revolving credit facility
and an additional $17.3 million of borrowing capacity available under such facility. Our degree of
leverage could have important consequences for you, including the following:  
    it may limit our ability to obtain additional funds for working capital, capital
expenditures, debt service requirements, or other purposes on favorable terms or at
all;
    a substantial portion of our cash flows from operations must be dedicated to the
payment of principal and interest on our indebtedness and thus will not be available
for other purposes, including operations, capital expenditures and future business
opportunities;
    it may limit our ability to adjust to changing market conditions and place us at a
competitive disadvantage compared to those of our competitors that are less leveraged;
    we may be more vulnerable than a less leveraged company to a downturn in general
economic conditions or in our business; or
    we may be unable to carry out capital spending that is important to our growth. Our debt agreements contain restrictions that limit our flexibility in operating our business.
Our credit agreements contain a number of covenants, among other things, that restrict our ability
to incur additional indebtedness; pay dividends or make other distributions; make certain
investments; use assets as security in other transactions; and sell certain assets or merge with or
into other companies. In addition, we are required to satisfy and maintain specified financial
ratios and tests. Events beyond our control may affect our ability to comply with these
provisions, and we may not be able to meet those ratios and tests. The breach of any of these
covenants would result in a default under our credit agreement and the lender could elect to
declare all amounts borrowed under the applicable agreement, together with accrued interest, to be
due and payable and could proceed against the collateral securing that indebtedness. If any of our
indebtedness were to be accelerated, our assets may not be sufficient to repay in full that
indebtedness and the notes. Our Variable Rate Indebtedness Subjects Us To Interest Rate Risk, Which Could Cause Our Debt
Service Obligations To Increase Significantly Certain of our borrowings, primarily borrowings under our revolving line of credit, are at
variable rates of interest and expose us to interest rate risk based on market rates. If interest
rates increase, our debt service obligations on the variable rate indebtedness would increase even
though the amount borrowed remained the same, and our net income and cash available for servicing
our indebtedness would decrease. Our variable rate debt for the quarter ended January 31, 2005 was
approximately $12 million and our interest expense was $559 thousand. A 1% increase in the average
interest rate would increase future interest expense by approximately $126 thousand per year
assuming an average outstanding balance under the revolving line of credit of $12.6 million. 24




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We Rely Substantially On Third-Party Suppliers, and the Loss Of Products Or Delays In Product
Availability From One Or More Third-Party Supplier Could Substantially Harm Our Business We must contract for the supply of current and future products of appropriate quantity,
quality and cost. Such products must be available on a timely basis and be in compliance with any
regulatory requirements. Failure to do so could substantially harm our business. We often purchase products from our suppliers under agreements that are of limited duration or
can be terminated on a periodic basis. There can be no assurance, however, that our suppliers will
be able to meet their obligations under these agreements or that we will be able to compel them to
do so. Risks of relying on suppliers include:  
    If an existing agreement expires or a certain product line is discontinued, then we
would not be able to continue to offer our customers the same breadth of products and
our sales and operating results would likely suffer unless we are able to find an
alternate supply of a similar product.
    Current agreements, or agreements we may negotiate in the future, may commit us to
certain minimum purchase or other spending obligations. It is possible we will not be
able to create the market demand to meet such obligations, which would create an
increased drain on our financial resources and liquidity.
    If market demand for our products increases suddenly, our current suppliers might
not be able to fulfill our commercial needs, which would require us to seek new
manufacturing arrangements and may result in substantial delays in meeting market
demand. If we consistently generate more demand for a product than a given supplier is
capable of handling, it could lead to large backorders and potentially lost sales to
competitive products that are readily available. This could require us to seek or fund
new sources of supply.
    We may not be able to control or adequately monitor the quality of products we
receive from our suppliers. Poor quality items could damage our reputation with our
customers.
    Some of our third party suppliers are subject to ongoing periodic unannounced
inspection by regulatory authorities, including the FDA, DEA and other federal and
state agencies for compliance with strictly enforced regulations, and we do not have
control over our suppliers compliance with these regulations and standards. Violations
could potentially lead to interruptions in supply that could cause us to lose sales to
readily available competitive products. Potential problems with suppliers such as those discussed above could substantially decrease sales,
lead to higher costs and damage our reputation with our customers due to factors such as poor
quality goods or delays in order fulfillment, which may result in decreased sales of our products
and substantially harm our business. We Are Exposed To Potential Risks From Recent Legislation Requiring Companies To Evaluate Their
Internal Control Over Financial Reporting We are in the process of documenting and testing our internal control procedures in order to
satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management
assessments of the effectiveness of our internal controls over financial reporting and a report by
our independent auditors addressing these assessments. During the course of our testing, we may
identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by
the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail
to achieve 25




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and maintain the adequacy of our internal controls, as such standards are modified, supplemented or
amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis
that we have effective internal controls over financial reporting in accordance with Section 404 of
the Sarbanes-Oxley Act. 
 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 increased by .449 percentage points (a 10% change from the interest rate as of January
31, 2005), assuming no change in the Companys outstanding balance under the line of credit
(approximately $12 million as of January 31, 2005), the Companys annualized income before taxes
and cash flows from operating activities would decline by approximately $53,880. Under our Amended and Restated Loan Agreement with U.S. Bank dated May 12, 2003, the Company
and its subsidiaries executed a Term Promissory Note in the amount of $4,000,000 which accrues
interest at a fixed rate of 5.77% per annum and matures June 1, 2008. Currently, the Term
Promissory Note is payable in 59 installments of principal and interest in the amount of $76,904
which are payable monthly through May 1, 2008. As of June 1, 2008, all unpaid principal and
interest will be due. The Company may not prepay the Term Promissory Note without the prior
written consent of U.S. Bank and the payment of a prepayment fee based on the net present value of
the amount of principal to be prepaid. As of January 31, 2005, the Company had $2,874,652
outstanding on the Term Promissory Note. Under our Second Amendment to the Amended and Restated Loan Agreement with U.S. Bank, our
revolving line of credit was increased to $40,000,000 and evidenced by a Revolving Promissory Note
dated December 28, 2004, among U.S. Bank, the Company, and its subsidiaries. The Revolving
Promissory Note matures on January 1, 2008. The actual principal amount outstanding varies as the
Company borrows and repays its obligations throughout the term of the loan. Advances made under
the Revolving Promissory Note accrue interest, and at January 31, 2005, the variable interest rate
at which the Revolving Promissory Note accrued interest was 4.49% and the Company had approximately
$12 million outstanding thereunder. Both the Term Promissory Note and the Revolving Promissory Note are secured by a first and
second mortgage held by U.S. Bank on the Companys Omaha facility as well as a first security
interest on all of the Companys accounts receivable, inventory, chattel paper, equipment,
instruments, investment property, deposit accounts, documents, letter of credit rights, fixtures,
personal property and general intangibles. 26




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ITEM 4: CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures An evaluation of the effectiveness of the design and operation of the Companys disclosure
controls and procedures (as defined in Section 13(a)-15(e) 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 as of the end of the period covered by 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) to allow timely decisions regarding disclosures, and (ii) recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms. Changes in Internal Controls During the quarter ended January 31, 2005, there were no significant changes in our internal
control over financial reporting that have materially affected or that are reasonably likely to
affect the Companys internal control over financial reporting, the Company took no corrective
actions regarding our internal controls, and the Company is not aware of any other factors that
could significantly affect these controls. Limitations on the Effectiveness of Controls The Company has confidence in its internal controls and procedures. Nevertheless, the
Companys management (including the Chief Executive Officer and Chief Financial Officer) believes
that a control system, no matter how well designed and operated can provide only reasonable
assurance and cannot provide absolute assurance that the objectives of the internal control system
are met, and no evaluation of internal controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected. Further, the design of
an internal control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the inherent
limitation in all internal control systems, no evaluation of controls can provide absolute
assurance that all control issuers and instances of fraud, if any, within the Company have been
detected. 
 PART II
OTHER INFORMATION 
 ITEM 1: LEGAL PROCEEDINGS The Company is not currently a party to any material pending legal proceedings and has not
been informed of any claims that could have a material adverse effect on its financial position or
results of operations. 
 ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS (a) Not applicable. (b) Not applicable. 27




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(c) During the quarter ended January 31, 2005, the Company repurchased four shares of its
common stock as set forth in the following table: Purchases of Equity Securities by the Company and Affiliated Purchasers:(1) Total Number of
    
    Maximum Number ofShares Purchased as
    
    Shares That May YetPart of Publicly
    
    Be Purchased UnderTotal Number of
    
    Average Price Paid
    
    Announced Plans or
    
    the Plans orPeriod
    
    Shares Purchased
    
    Per Share
    
    Programs(2)
    
    Programs(3)November 1 - November 30, 2004
    
    4
    
    $3,000
    
    
    
    1,955December 1 - December 31, 2004
    
    0
    
    $3,000
    
    
    
    1,947January 1 - January 31, 2005
    
    0
    
    $3,000
    
    
    
    1,958Total:
    
    4
    
    $3,000
    
    
    
    1,958
 (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 shares 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. 
 ITEM 3: DEFAULTS UPON SENIOR SECURITIES None. 
 ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of the Company was held on December 10, 2004, for the
purposes of (i) electing three (3) Class II directors to serve until the 2007 Annual Meeting of
Shareholders, (ii) amending and restating non-director provisions of the Companys Articles of
Incorporation, and (iii) amending and restating Article VII (Directors) of the Companys Articles
of Incorporation. Proxies for the meeting were solicited pursuant to Section 14(a) of the Exchange
Act, and there was no solicitation in opposition to managements nominees. Each of managements
nominees for director as listed in the Proxy Statement was elected. The voting tabulation on the election of directors was as follows: Shares Voted
    
    
    Shares VotedDirector
    
    
    Shares Voted "FOR"
    
    
    "AGAINST"
    
    
    "ABSTAIN"Buddy D. Ray, D.V.M
    
    
    
    939
    
    
    
    
    22
    
    
    
    
    37Scott A. Shuey, D.V.M.,
    
    
    
    939
    
    
    
    
    22
    
    
    
    
    37Steven E. Wright, D.V.M
    
    
    
    939
    
    
    
    
    22
    
    
    
    
    37
 28




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The voting tabulation approving the non-director provisions of the Articles of Incorporation
was FOR 901 ; AGAINST 26; and ABSTAIN 71. The voting tabulation approving the director
provisions of the Companys Articles of Incorporation was FOR 889; AGAINST 48; and ABSTAIN
61. 
 ITEM 5: OTHER INFORMATION None. 
 ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS ExhibitNo.
    
    Description3.1
    
    
    Second Amended and Restated Articles of Incorporation of Professional Veterinary
Products, Ltd.#3.2
    
    
    Amended and Restated Bylaws of Professional Veterinary Products, Ltd. (1)4.1
    
    
    Certificate of Professional Veterinary Products, Ltd. (1)4.2
    
    
    Second Amended and Restated Articles of Incorporation of Professional
Veterinary Products, Ltd. (See Exhibit 3.1)4.3
    
    
    Amended and Restated Bylaws of Professional Veterinary Products, Ltd. (1)10.23
    
    
    Revolving Promissory Note dated December 28, 2004 among Professional
Veterinary Products, Ltd., ProConn, LLC, Exact Logistics, LLC and U.S. Bank, National
Association#10.24
    
    
    Second Amendment to the Amended and Restated Loan Agreement dated December 28,
2004, among Professional Veterinary Products, Ltd., ProConn, LLC, Exact Logistics, LLC
and U.S. Bank, National Association#31.1
    
    
    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 #31.2
    
    
    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. The following footnote indicates a document previously filed as an exhibit to and
incorporated by reference from the following: (1) Form S-1 Registration Statement No. 333-86629 filed on September 7, 1999. (b) REPORTS ON FORM 8-K None. 29




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SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. date: March 15, 2005
    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 30