<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended April 30, 2000; or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from ___________ to ____________.
Commission file number: 000-26326
PROFESSIONAL VETERINARY PRODUCTS, LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Nebraska 5047 37-1119387
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
10077 South 134th Street
Omaha, Nebraska 68138
(402) 331-4440
(Address and telephone number of registrant's principal executive offices)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at April 30, 2000
----- -----------------------------
Common Stock, $1.00 par value 1307
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
INDEX TO 10-Q FOR THE QUARTERLY
PERIOD ENDED APRIL 30, 2000
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets at April 30, 2000 and April 30, 1999
(unaudited) .................................................. 3
Statements of Income for the nine months ended April
30, 2000 and April 30, 1999 (unaudited) ...................... 5
Statements of Retained Earnings for the nine months
ended April 30, 2000 and April 30, 1999 (unaudited) .......... 6
Statements of Cash Flow for the nine months ended
April 30, 2000 and April 30, 1999 (unaudited) ................ 7
Notes to Financial Statements ................................ 8
Accountant's Compilation Report .............................. 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION ................. 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK ............................................ 16
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ............................................ 16
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS .................... 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES .............................. 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS ...................................................... 17
ITEM 5. OTHER INFORMATION ............................................ 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ............................. 17
SIGNATURES ................................................... 17
</TABLE>
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Balance Sheets
April 30, 2000 and 1999 (unaudited)
Assets
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Current assets:
Cash $ 27,812 1,232,487
Accounts receivable, trade, less allowance
for doubtful accounts (0) 19,544,007 12,793,618
Accounts receivable, rebate (4,990,149) (3,276,011)
Accounts receivable, stock 82,084 52,709
Accounts receivable, other 15,180 8,855
Inventory 38,242,624 14,528,763
----------- ----------
Total current assets 52,921,558 25,340,421
----------- ----------
Property and equipment 8,473,838 3,289,491
Less accumulated depreciation 787,525 1,586,252
----------- ----------
7,686,313 1,703,239
----------- ----------
Other assets:
Organization expense less
accumulated amortization
$41,664 (2000), $26,544 (1999) 185,134 200,254
Loan origination fee less
accumulated amortization
$2,333 (2000), $333 (1999) 17,667 19,667
Trademark, less accumulated
amortization
$556 (2000), $222 (1999) 4,444 4,778
Investments 143,850 143,850
----------- ----------
Total other assets 351,095 368,549
----------- ----------
$60,958,966 27,412,209
=========== ==========
</TABLE>
See accompanying notes to financial statements and accountant's compilation
report.
3
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Balance Sheets (continued)
April 30, 2000 and 1999 (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Current liabilities:
Bank overdraft $ 2,039,336 -
Notes payable, bank 3,665,402 955,000
Notes payable, other - 93,850
Current portion of long-term debt 332,107 -
Accounts payable, trade 44,558,102 21,147,394
Accrued interest 82,435 7,031
Accrued expenses 150,142 176,180
Accrued income taxes 95,482 338,982
----------- ----------
Total current liabilities 50,923,006 22,718,437
----------- ----------
Long-term debt 4,988,315 -
----------- ----------
Stockholders' equity:
Common stock, $1 par value per share
Authorized 30,000 shares; issued and
outstanding 1,307 shares (2000),
1,118 shares (1999) 1,307 1,118
Paid-in capital 3,848,693 3,281,882
Retained earnings 1,197,645 1,410,772
----------- ----------
5,047,645 4,693,772
----------- ----------
$60,958,966 27,412,209
=========== ==========
</TABLE>
See accompanying notes to financial statements and accountant's compilation
report.
4
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Statements of Income
Nine months ended April 30, 2000 and 1999 (unaudited)
<TABLE>
<CAPTION>
Amount Percent
------------------------------- -------------------
2000 1999 2000 1999
------------ ---------- ------ ------
<S> <C> <C> <C> <C>
Revenues:
Gross sales $126,860,966 88,851,977 102.31 100.95
Less Rebate (4,990,149) (3,276,011) (4.02) (3.72)
------------ ---------- ------ ------
Net Sales 121,870,817 85,575,966 98.29 97.23
Shipping 88,711 97,420 .07 .11
Commissions 900,491 1,250,157 .73 1.42
Sales promotion 1,124,333 1,049,187 .90 1.19
Annual meeting reimbursement - 16,609 - .02
Miscellaneous 7,076 22,309 .01 .03
------------ ---------- ------ ------
123,991,428 88,011,648 100.00 100.00
------------ ---------- ------ ------
Cost of sales:
Net purchases 117,347,941 81,655,340 94.64 92.78
Freight out 2,590,753 1,773,804 2.09 2.02
Less vendor rebates (7,207,412) (3,024,826) (5.81) (3.44)
------------ ---------- ------ ------
112,731,282 80,404,318 90.92 91.36
------------ ---------- ------ ------
Gross profit 11,260,146 7,607,330 9.08 8.64
Operating, general and
administrative expenses 10,482,743 6,775,297 8.45 7.70
------------ ---------- ------ ------
Operating income 777,403 832,033 .63 .94
------------ ---------- ------ ------
Other income (expense):
Interest income 245,229 140,447 .20 .16
Interest expense (574,869) (223,178) (.46) (.25)
Gain (loss) on sale of
property and equipment (43,460) 237,212 (.04) .27
------------ ---------- ------ ------
(373,100) 154,481 (.30) .18
------------ ---------- ------ ------
Income before income taxes 404,303 986,514 .33 1.12
Income taxes 166,882 395,232 .14 .45
------------ ---------- ------ ------
Net income $ 237,421 591,282 .19 .67
============ ========== ====== ======
</TABLE>
See accompanying notes to financial statements and accountant's compilation
report.
5
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Statements of Retained Earnings
Nine months ended April 30, 2000 and 1999 (unaudited)
<TABLE>
<CAPTION>
2000 1999
---------- ---------
<S> <C> <C>
Balance at beginning of period $ 960,224 819,490
Net income 237,421 591,282
---------- ---------
Balance at end of period $1,197,645 1,410,772
========== =========
</TABLE>
See accompanying notes to financial statements and accountant's compilation
report.
6
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Statements of Cash Flows
Nine months ended April 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income $ 237,421 591,282
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization $ 330,071 265,200
Gain (loss) on sale of property 43,460 (237,212)
Adjustments for working capital
changes:
(Increases) decrease in:
Receivables (3,430,812) (5,020,029)
Inventories (25,655,392) (1,523,450)
Increase (decrease) in:
Accounts payable 26,381,319 10,707,167
Accrued expenses (1,064,423) (940,023)
Income taxes 77,575 296,542
------------ ----------
Total adjustments (3,318,202) (3,548,195)
------------ ----------
Net cash provided (used) by
operating activities (3,080,781) 4,139,477
Cash flows from investing activities:
Purchase of property and equipment (5,125,842) (1,411,475)
Purchase of trademark - (5,000)
Purchase of investments - (143,850)
Proceeds from sale of property 115,417 1,878,222
------------ ----------
Net cash provided (used) by
investing activities (5,010,425) 317,897
Cash flows from financing activities:
Net loan proceeds (reduction) 4,572,586 (2,351,657)
Net proceeds from issuance of
common stock 414,417 236,625
------------ ----------
Net cash provided by
financing activities 4,987,003 (2,115,032)
------------ ----------
Net increase (decrease) in cash (3,104,203) 2,342,342
Cash (deficit) at beginning of period 1,092,679 (1,109,855)
------------ ----------
Cash (deficit) at end of period $ 2,011,524 1,232,487
============ ==========
Supplementary disclosures of cash
flow information:
Interest paid $ 515,047 233,287
============ ==========
Income taxes paid $ 89,307 98,690
============ ==========
</TABLE>
See accompanying notes to financial statements and accountant's compilation
report.
7
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements
April 30, 2000 and 1999
(1) Organization and summary of significant accounting policies:
Organization:
Professional Veterinary Products, Ltd. was incorporated in the State
of Missouri in 1982. The corporation was formed to buy, sell and
warehouse pharmaceuticals and other veterinary related items. The
purpose of the corporation is to act as a wholesale distributor
primarily to shareholders. Shareholders are limited to the ownership
of one share of stock and must be a licensed veterinarian or business
entity comprised of licensed veterinarians.
Summary of significant accounting policies:
(a) Basis of accounting:
The corporation uses the accrual method of accounting for
financial statement and income tax purposes.
(b) Concentration of cash balances:
The Company's cash funds are located in a single financial
institution. The amount on deposit at April 30, 2000 and
1999 exceeded the $100,000 federally insured limit.
(c) Accounts receivable:
Management considers accounts receivable to be fully
collectible, accordingly, no allowance for doubtful accounts
is required.
(d) Inventory:
Inventory is valued at the lower of cost or market on the
first-in, first-out basis.
(e) Property and equipment depreciation:
Property and equipment are stated at cost. For financial
reporting purposes and income tax purposes, the company uses
accelerated depreciation methods over the estimated useful
lives of the assets.
See accountant's compilation report.
8
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements (continued)
April 30, 2000 and 1999
(1) Summary of significant accounting policies (continued):
(f) Cash and cash equivalents:
The corporation considers all highly liquid investments with
a maturity of three months or less when purchased to be cash
equivalents.
(g) Amortization:
Organizational costs are being amortized over sixty months
on a straight-line basis.
Financing costs are being amortized over the term of the
note on a straight-line basis. This amortization is included
in interest expense in the income statement.
The intangible costs are being amortized over fifteen years
on a straight-line basis.
(h) Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
(i) Income taxes:
Income taxes are provided for the tax effects of
transactions reported in the financial statements and
consist of taxes currently due. The amount of income taxes
paid or payable for a year is determined by applying the
provisions of the enacted tax law to the taxable income for
that year.
(2) For the nine months ended April 30, the Company recognized liabilities for
overcharges on sales in excess of an agreed to profit margin of 5% totaling
$4,990,149 (2000), $3,276,011 (1999).
See accountant's compilation report.
9
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements (continued)
April 30, 2000 and 1999
(3) Property and equipment:
<TABLE>
<CAPTION>
Book Value
Accumulated ------------------------
Cost Depreciation 2000 1999
---------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Land $ 953,780 - 953,780 953,780
Buildings 4,675,527 71,172 4,604,355 346,087
Equipment 2,844,531 716,353 2,128,178 403,372
---------- ------- --------- ---------
$8,473,838 787,525 7,686,313 1,703,239
========== ======= ========= =========
</TABLE>
(4) Long-term debt:
<TABLE>
<CAPTION>
2000
-----------
<S> <C>
Note payable, bank, 7.42% interest $ 3,972,160
Note payable, bank, 8.66% interest 1,348,262
-----------
5,320,422
Less current portion due within one year (332,107)
-----------
$ 4,988,315
===========
</TABLE>
Note payable, bank, 7.42% interest:
Monthly installments of principal and interest of $32,028
with final installment and entire unpaid principal balance
due on May 1, 2009. Loan is collateralized by land and
building.
Note payable, bank, 8.66% interest:
Monthly installments of principal and interest of $29,032
until January, 2005. This note is secured by all business
assets.
Total yearly payments of long-term debt are due as follows:
<TABLE>
<S> <C>
2001 $ 332,107
2002 361,112
2003 392,664
2004 426,914
2005 376,596
2006 - 2009 3,431,029
----------
$5,320,422
==========
</TABLE>
See accountant's compilation report.
10
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements (continued)
April 30, 2000 and 1999
(5) Commitments and contingent liabilities - leases:
On July 28, 1997, the company entered into a lease with IBM
Credit Corporation for the purpose of leasing related computer
hardware. The lease minimum rentals are $6,541 per month. The
lease expires July 30, 2002.
On February 4, 1998, the company entered into a lease with
Nebraska Leasing Services, Inc. for the purpose of leasing a
vehicle. The lease minimum rentals are $649.92 per month for a
term of 36 months with a final rental installment of $19,500. The
lease expires January 4, 2001.
On February 18, 1998, the company entered into a lease with
Nebraska Leasing Services, Inc. for the purpose of leasing a
truck. The lease minimum rentals are $451.13 per month for a term
of 36 months with a final rental installment of $12,000. The
lease expires January 18, 2001.
On August 14, 1998, the company entered into a lease with IBM
Credit Corporation for the purpose of leasing related computer
hardware. The lease minimum rentals are $3,107 per month for a
term of 48 months. The lease expires August 14, 2002.
On August 31, 1999, the company entered into a lease with IOS
Capital for the purpose of leasing four copiers. The lease
minimum rentals are $1,216 per month for a term of 48 months. The
lease expires August 31, 2003.
On September 1, 1999, the company entered into a lease with US
Bancorp Leasing & Financial for the purpose of leasing two
forklifts. The lease minimum rentals are $1,189 per month for a
term of 48 months. The lease expires September 10, 2003.
On October 7, 1999, the company entered into a lease with Neopost
Leasing for the purpose of leasing a postage meter. The lease
minimum rentals are $687.22 per quarter for a term of 60 months.
The lease expires October 7, 2004.
See accountant's compilation report.
11
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements (continued)
April 30, 2000 and 1999
(5) Commitments and contingent liabilities - leases: (continued)
On October 10, 1999, the company entered into a lease with US
Bancorp Leasing & Financial for the purpose of leasing 50
warehouse scanners. The lease minimum rentals are $6,225 per
month for a term of 36 months. The lease expires October 8, 2002.
On November 10, 1999, the company entered into a lease with U.S.
Bancorp Leasing & Financial for the purpose of leasing a
warehouse floor scrubber. The lease minimum rentals are $306 per
month for a term of 60 months. The lease expires October 10,
2003.
On November 30, 1999, the company entered into a lease with IBM
Credit Corporation for the purpose of leasing IBM maintenance.
The lease minimum lease payments are $1,675 per month for a term
of 36 months. The lease expires October 31, 2002.
On February 15, 2000, the company entered into a lease with
Chrysler Financial Company, LLC for the purpose of leasing a van.
The lease minimum lease payments are $415.71 per month for a term
of 36 months. The lease expires February 15, 2003.
On April 1, 2000, the company entered into a lease with P & L
Capital Corp., Inc. for the purpose of leasing 11 laptop
computers. The lease minimum lease payments are $1,627.43 per
month for a term of 24 months. The lease expires March 31, 2002.
On April 27, 2000, the company entered into a lease with Chrysler
Financial Company, LLC for the purpose of leasing a vehicle. The
lease minimum rentals are $668.52 per month for a term of 36
months. The lease expires April 27, 2003.
Minimum future obligations on operating leases in effect on April
30, 2000 are:
<TABLE>
<S> <C>
Period ended April 30, 2001 $282,817
Period ended April 30, 2002 277,129
Period ended April 30, 2003 119,752
Period ended April 30, 2004 12,989
Period ended April 30, 2005 688
--------
$693,375
========
</TABLE>
See accountant's compilation report.
12
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements (continued)
April 30, 2000 and 1999
(6) Transactions between Board of Directors, key employees and the company.
Professional Veterinary Products, Ltd. had sales to the Board of
Directors and key employees for the period ended April 30 as
follows:
<TABLE>
<CAPTION>
2000 1999
---------- ---------
<S> <C> <C>
Members of the Board of Directors $2,425,372 2,012,101
Key employees 9,063 4,143
---------- ---------
$2,434,435 2,016,244
========== =========
</TABLE>
(7) Profit-sharing and 401-K retirement plans:
The Company provides a non-contributory profit-sharing plan
covering all full-time employees who qualify as to age and length
of service. It has been the Company's policy to make
contributions to the plan as provided annually by the Board of
Directors. The total provision for the contribution to the plan
was $0 for the period ended April 30, 2000 and 1999.
The Company also provides a contributory 401-K retirement plan
covering all full-time employees who qualify as to age and length
of service. It is the Company's policy to match a maximum 10%
employee contribution with a 3% contribution. The total provision
to the plan was $88,816 and $68,052 for the period ended April
30, 2000 and 1999, respectively.
See accountant's compilation report.
13
<PAGE>
[MARVIN E. JEWELL & CO., P.C.
Certified Public Accountants
Letterhead]
ACCOUNTANT'S COMPILATION REPORT
Board of Directors
Professional Veterinary Products, Ltd.
Omaha, Nebraska
We have compiled the accompanying balance sheets of Professional
Veterinary Products, Ltd. as of April 30, 2000 and 1999, and the related
statements of income, retained earnings, and cash flows and accompanying
schedule for the nine months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We have not
audited or reviewed the accompanying financial statements and schedule and,
accordingly, we do not express an opinion or any other form of assurance on
them.
/s/ Marvin E. Jewell & Co., P.C.
Lincoln, Nebraska
May 22, 2000
14
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERSTIONS
LIQUIDITY AND CAPITAL RESOURCES
Our capital requirements relate primarily to working capital, the
expansion of our operations to accommodate sales growth. We maintain significant
inventory levels to fulfill our operating commitment to our customers.
Historically, we have financed our cash requirements primarily from short-term
bank borrowings and cash from operations.
Net cash provided by operating activities of $4,139,477 for period
ending April 1999 was primarily attributable to increases of $5,020,029 in
accounts receivable and $1,523,450 in inventories. These were partially offset
by an increase of $10,707,167 in accounts payable. Net cash used by operating
activities of $3,080,781 for period ending April 2000 was primarily attributable
to an increase of $3,430,812 in accounts receivable and $25,655,392 in
inventories. These were partially offset by an increase of $26,381,319 in
accounts payable.
Net cash provided by investing activities of $317,897 for period
ending April 1999 was primarily attributable to investments in property and
equipment. Net cash used by investing activities of $5,010,425 for period ending
April 2000 was primarily attributable to investments in property and equipment.
Net cash used by financing activities of $2,115,032 for period ending
April 1999 was primarily attributable to reduction of $2,351,657 in loan
proceeds and $236,625 from net proceeds from issuance of common stock. Net cash
provided by financing activities of $4,987,003 period ending April 2000 was
primarily attributable to increases of $4,572,586 in loan proceeds and $414,417
from net proceeds from issuance of common stock.
RESULTS OF OPERATIONS
Nine months ended April 30, 2000 as compared to the nine months ended
April 30, 1999:
Net sales for the period ending April 30, 2000 increased by 42.4% or
$36.3 million. Net sales for the period totaled $121.9 million compared to $85.6
million for the same period the previous year. The growth was attributable to
increased sales to existing veterinary shareholders and also the addition of new
shareholders. During the period 53 veterinary practices became shareholders of
the Company. On April 30, 2000 there were 1307 shareholders of the company.
Gross profit for the period ending April 30, 2000 increased by $3.7
million to $11.3 million compared to $7.6 million for the same period the
previous year. Gross
15
<PAGE>
profit as a percentage of total revenues was 9.1% in the period compared to 8.6%
in the same period the previous year.
Operating, general and administrative expenses for the period ending April
30, 2000 increased by $3.7 million to $10.5 million in the period compared to
$6.8 million for the same period the previous year. Such operating, general and
administrative expenses as a percentage of total revenues for the period was
8.5% vs. 7.7% in the same period the previous year.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks primarily from changes in U.S.
interest rates. The Company does not engage in financial transactions for
trading or speculative purposes.
The interest payable on the Company's revolving line of credit is based on
variable interest rates and is therefore affected by changes in market interest
rates. If interest rates on variable rate debt rose .875 percentage points (a
10% change from the interest rate as of April 30, 2000), assuming no change in
the Company's outstanding balance under the line of credit (approximately
$3,665,402 as of April 30, 2000), the Company's annualized income before taxes
and cash flows from operating activities would decline by approximately $32,072.
PART II
OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company has not been informed of any legal matters that would have a
material adverse effect on its financial condition, results of operation or cash
flow.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
(d) Use of Proceeds:
On October 19, 1999 the registration statement (Registration No. 333-86629)
for the initial public offering of our common stock became effective. 500 shares
of common stock were registered with an aggregate offering price of $1,500,000.
The offering commenced in California on February 25, 2000 and in Florida on
March 3, 2000. Through April 30, 2000, 119 shares of common stock have been sold
for an aggregate offering price of $357,000.
16
<PAGE>
The net offering proceeds to the Company after deducting the total expenses
are $229,946.44 as of April 30, 2000.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5: OTHER INFORMATION
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K
27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company filed no current reports on Form 8-K during the
quarter ended April 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 14, 2000 By: /s/ Dr. Lionel L. Reilly
-----------------------------------
Dr. Lionel L. Reilly, President
17
