x
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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02-0620757
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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3041 W. Pasadena Dr.
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Boise, ID
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83705
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(Address of principal executive offices)
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(Zip Code)
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(208) 955-8930
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o (Do not check if a smaller reporting company)
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Smaller reporting company
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o
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PART I.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements (Unaudited)
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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MWI VETERINARY SUPPLY, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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Dollars and shares in thousands, except per share data
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(unaudited)
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Three months ended June 30,
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Nine months ended June 30,
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2011
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2010
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2011
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2010
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Revenues:
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Product sales
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$
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393,706
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$
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334,242
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$
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1,089,830
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$
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827,614
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Product sales to related party
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10,560
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9,113
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38,401
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30,687
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Commissions
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6,470
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4,332
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15,791
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12,094
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Total revenues
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410,736
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347,687
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1,144,022
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870,395
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Cost of product sales
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356,649
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303,750
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988,877
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750,927
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Gross profit
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54,087
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43,937
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155,145
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119,468
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Selling, general and administrative expenses
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33,663
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27,435
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97,160
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75,448
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Depreciation and amortization
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1,723
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1,438
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4,879
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3,559
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Operating income
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18,701
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15,064
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53,106
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40,461
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Other income (expense):
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Interest expense
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(166)
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(171)
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(600)
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(389)
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Earnings of equity method investees
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51
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45
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187
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155
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Other
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116
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57
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394
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299
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Total other income (expense), net
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1
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(69)
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(19)
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65
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Income before taxes
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18,702
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14,995
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53,087
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40,526
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Income tax expense
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(7,312)
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(5,858)
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(20,537)
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(15,884)
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Net income
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$
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11,390
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$
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9,137
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$
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32,550
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$
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24,642
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Earnings per common share:
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Basic
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$
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0.91
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$
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0.74
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$
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2.61
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$
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2.02
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Diluted
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$
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0.91
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$
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0.74
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$
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2.60
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$
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1.99
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Weighted average common shares outstanding:
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Basic
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12,484
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12,265
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12,453
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12,215
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Diluted
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12,526
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12,408
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12,507
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12,380
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See Notes to Condensed Consolidated Financial Statements.
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MWI VETERINARY SUPPLY, INC.
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CONDENSED CONSOLIDATED BALANCE SHEETS
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Dollars and shares in thousands, except per share data
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(unaudited)
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June 30,
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September 30,
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2011
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2010
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Assets
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Current Assets:
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Cash and cash equivalents
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$
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989
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$
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911
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Receivables, net
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210,516
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189,428
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Inventories
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174,915
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175,292
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Prepaid expenses and other current assets
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5,175
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8,729
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Deferred income taxes
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2,165
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1,556
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Total current assets
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393,760
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375,916
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Property and equipment, net
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23,968
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15,238
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Goodwill
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49,279
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47,330
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Intangibles, net
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25,807
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26,710
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Other assets, net
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6,756
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2,738
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Total assets
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$
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499,570
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$
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467,932
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Liabilities And Stockholders’ Equity
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Current Liabilities:
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Credit facilities
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$
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13,943
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$
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10,140
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Accounts payable
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175,029
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183,604
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Accrued expenses
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17,243
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15,118
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Note payable
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-
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2,000
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Current portion of long-term debt and capital lease obligations
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928
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1,631
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Total current liabilities
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207,143
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212,493
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Deferred income taxes
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5,997
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5,310
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Long-term debt and capital lease obligations
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570
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953
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Other long-term liabilities
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2,381
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2,389
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Commitments and contingencies (see Note 14)
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Stockholders’ Equity
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Common stock $0.01 par value, 40,000 authorized; 12,559 and
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12,457 shares issued and outstanding, respectively
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126
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125
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Additional paid in capital
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133,241
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129,675
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Retained earnings
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149,458
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116,908
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Accumulated other comprehensive income
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654
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79
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Total stockholders’ equity
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283,479
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246,787
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Total liabilities and stockholders’ equity
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$
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499,570
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$
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467,932
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See Notes to Condensed Consolidated Financial Statements.
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MWI VETERINARY SUPPLY, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Dollars in thousands (unaudited)
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Nine months ended June 30,
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2011
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2010
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Cash Flows From Operating Activities:
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Net income
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$
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32,550
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$
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24,642
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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4,888
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3,568
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Amortization of debt issuance costs
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50
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41
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Stock-based compensation
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887
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490
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Deferred income taxes
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32
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(108)
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Earnings of equity method investees
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(187)
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(155)
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Gain on disposal of property and equipment
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-
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(9)
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Excess tax benefit of exercise of common stock options
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(2,271)
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(1,829)
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Pension payment
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-
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(2,047)
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Other
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(83)
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-
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Changes in operating assets and liabilities (net of effects of business acquisitions):
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Receivables
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(16,269)
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(12,072)
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Inventories
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4,273
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(8,282)
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Prepaid expenses and other current assets
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5,530
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155
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Accounts payable
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(13,505)
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6,365
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Accrued expenses
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2,386
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(159)
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Net cash provided by operating activities
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18,281
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10,600
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Cash Flows From Investing Activities:
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Business acquisitions, net of cash acquired
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(7,000)
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(39,511)
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Purchases of property and equipment
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(10,280)
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(1,862)
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Other investments
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(4,283)
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(97)
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Net cash used in investing activities
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(21,563)
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(41,470)
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Cash Flows From Financing Activities:
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Borrowings on credit facilities
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232,630
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124,776
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Payments on credit facilities
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(228,895)
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(108,900)
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Proceeds from issuance of common stock
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297
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178
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Proceeds from exercise of stock options
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89
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368
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Excess tax benefit of exercise of common stock options
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2,271
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1,829
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Debt issuance costs
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-
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(116)
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Payment on long-term debt and capital lease obligations
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(3,117)
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(616)
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Net cash provided by financing activities
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3,275
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17,519
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Effect of Exchange Rate on Cash and Cash Equivalents
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85
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(43)
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Increase/(Decrease) in Cash and Cash Equivalents
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78
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(13,394)
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Cash and Cash Equivalents at Beginning of Period
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911
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14,302
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Cash and Cash Equivalents at End of Period
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$
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989
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$
|
908
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See Notes to Condensed Consolidated Financial Statements.
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2011
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2010
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Cash
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$
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-
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$
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674
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Receivables
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4,041
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32,371
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Inventories
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3,594
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17,830
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Other current assets
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-
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480
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Property and equipment
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1,900
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5,275
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Goodwill
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1,823
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9,483
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Intangibles
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|
140
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17,658
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Total assets acquired
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11,498
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83,771
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Accounts payable
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4,498
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25,811
|
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Accrued expenses
|
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|
-
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|
|
5,299
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Other liabilities
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|
-
|
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|
10,476
|
|
Total liabilities assumed
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4,498
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|
41,586
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Net assets acquired
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|
$
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7,000
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|
$
|
42,185
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Unaudited Pro Forma Consolidated Results
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Nine months ended June 30, 2010 |
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Revenues
|
$
|
955,011
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|
|
Net Income
|
$
|
25,727
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|
|
|
June 30,
|
|
September 30,
|
|
||
|
|
2011
|
|
2010
|
|
||
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Trade
|
$
|
197,351
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|
$
|
177,317
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|
Vendor rebates and programs
|
|
15,647
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|
|
14,681
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|
212,998
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|
191,998
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|
|
Allowance for doubtful accounts
|
|
(2,482)
|
|
|
(2,570)
|
|
|
|
$
|
210,516
|
|
$
|
189,428
|
|
|
|
June 30,
|
|
September 30,
|
|
||
|
|
2011
|
|
2010
|
|
||
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Land
|
$
|
1,729
|
|
$
|
261
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|
|
Building and leasehold improvements
|
|
13,386
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|
|
5,870
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|
|
Machinery, furniture and equipment
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|
20,879
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|
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17,495
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|
|
Computer equipment
|
|
5,255
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|
|
4,886
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|
|
Construction in progress
|
|
997
|
|
|
1,626
|
|
|
|
|
42,246
|
|
|
30,138
|
|
|
Accumulated depreciation
|
|
(18,278)
|
|
|
(14,900)
|
|
|
|
$
|
23,968
|
|
$
|
15,238
|
|
|
Goodwill as of September 30, 2010
|
|
|
|
$
|
47,330
|
|
|
|
|
Acquisition activity
|
|
|
|
|
1,823
|
|
|
|
Foreign currency adjustments
|
|
|
|
|
126
|
|
|
Goodwill as of June 30, 2011
|
|
|
|
$
|
49,279
|
|
|
|
|
|
|
June 30,
|
|
September 30,
|
|
||
|
|
|
Useful Lives
|
|
2011
|
|
2010
|
|
||
|
Amortizing:
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
9-20 years
|
|
$
|
25,378
|
|
$
|
25,027
|
|
|
Covenants not to compete
|
|
1-5 years
|
|
|
814
|
|
|
811
|
|
|
Other
|
|
3-7 years
|
|
|
461
|
|
|
458
|
|
|
|
|
|
|
|
26,653
|
|
|
26,296
|
|
|
Accumulated amortization
|
|
|
|
|
(4,640)
|
|
|
(3,361)
|
|
|
|
|
|
|
|
22,013
|
|
|
22,935
|
|
|
Non-Amortizing:
|
|
|
|
|
|
|
|
|
|
|
Trade names and patents
|
|
|
|
|
3,794
|
|
|
3,775
|
|
|
|
|
|
|
$
|
25,807
|
|
$
|
26,710
|
|
|
|
Amount
|
|
|
|
Remainder of 2011
|
$
|
371
|
|
|
2012
|
|
1,623
|
|
|
2013
|
|
1,538
|
|
|
2014
|
|
1,532
|
|
|
2015
|
|
1,379
|
|
|
Thereafter
|
|
15,570
|
|
|
|
$
|
22,013
|
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
|
|
2011
|
|
|
2010
|
|
|
Revolving credit facility, 1.63% as of June 30, 2011
|
$
|
10,500
|
|
$
|
9,600
|
|
|
|
Sterling revolving credit facility, 1.69% as of June 30, 2011
|
|
3,443
|
|
|
540
|
|
|
|
Note payable (1)
|
|
-
|
|
|
2,000
|
|
|
|
Capital lease obligations (2)
|
|
1,498
|
|
|
1,811
|
|
|
|
Term note
|
|
-
|
|
|
773
|
|
|
|
Total debt and capital lease obligations
|
|
15,441
|
|
|
14,724
|
|
|
|
|
Less: Long-term debt and capital lease obligations
|
|
(570)
|
|
|
(953)
|
|
|
Total debt included in current liabilities
|
$
|
14,871
|
|
$
|
13,771
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Note payable was related to the acquisition of Centaur and was paid in full on February 8, 2011.
|
|
||||||
|
(2) The capital lease obligations have varying maturity dates.
|
|
·
|
Level 1 – observable inputs such as quoted prices in active markets;
|
·
|
Level 2 – inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
|
·
|
Level 3 – unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
2002 Stock Plan
|
|
2005 Stock Plan
|
|
|
|
Three months ended June 30,
|
||||||||||
|
|
|
2011
|
|
2010
|
||||||||
|
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||
|
Net income
|
$
|
11,390
|
|
$
|
11,390
|
|
$
|
9,137
|
|
$
|
9,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
12,484
|
|
|
12,484
|
|
|
12,265
|
|
|
12,265
|
|
|
Effect of diluted securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock
|
|
|
|
|
42
|
|
|
|
|
|
143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average diluted shares outstanding
|
|
|
|
|
12,526
|
|
|
|
|
|
12,408
|
|
|
Earnings per share
|
$
|
0.91
|
|
$
|
0.91
|
|
$
|
0.74
|
|
$
|
0.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive shares excluded from calculation
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended June 30,
|
||||||||||
|
|
|
2011
|
|
2010
|
||||||||
|
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||
|
Net income
|
$
|
32,550
|
|
$
|
32,550
|
|
$
|
24,642
|
|
$
|
24,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
12,453
|
|
|
12,453
|
|
|
12,215
|
|
|
12,215
|
|
|
Effect of diluted securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock
|
|
|
|
|
54
|
|
|
|
|
|
165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average diluted shares outstanding
|
|
|
|
|
12,507
|
|
|
|
|
|
12,380
|
|
|
Earnings per share
|
$
|
2.61
|
|
$
|
2.60
|
|
$
|
2.02
|
|
$
|
1.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive shares excluded from calculation
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
Nine months ended June 30,
|
|
||||
|
|
2011
|
|
2010
|
|
||
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
Cash paid for interest
|
$
|
416
|
|
$
|
258
|
|
|
Cash paid for income taxes
|
|
14,436
|
|
|
13,563
|
|
|
Non-cash Activities
|
|
|
|
|
|
|
|
Note payable issued related to Centaur acquisition
|
|
-
|
|
|
2,000
|
|
|
Equipment acquisitions financed with accounts payable
|
|
102
|
|
|
130
|
|
|
|
|
Three months ended June 30,
|
|
Nine months ended June 30,
|
||||||||
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||
Net income
|
$
|
11,390
|
|
$
|
9,137
|
|
$
|
32,550
|
|
$
|
24,642
|
||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Foreign currency translation
|
|
(245)
|
|
|
36
|
|
|
575
|
|
|
(1,706)
|
|
|
|
Total comprehensive income
|
$
|
11,145
|
|
$
|
9,173
|
|
$
|
33,125
|
|
$
|
22,936
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
|
Three months ended June 30,
|
|
Nine months ended June 30,
|
||||||||||||||||||||
|
|
|
|
2011
|
|
%
|
|
2010
|
|
%
|
|
2011
|
|
%
|
|
2010
|
|
%
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Product sales
|
$
|
393,706
|
|
95.9
|
%
|
|
$
|
334,242
|
|
96.1
|
%
|
|
$
|
1,089,830
|
|
95.3
|
%
|
|
$
|
827,614
|
|
95.1
|
%
|
||
|
Product sales to related party
|
|
10,560
|
|
2.5
|
%
|
|
|
9,113
|
|
2.6
|
%
|
|
|
38,401
|
|
3.3
|
%
|
|
|
30,687
|
|
3.5
|
%
|
||
|
Commissions
|
|
6,470
|
|
1.6
|
%
|
|
|
4,332
|
|
1.3
|
%
|
|
|
15,791
|
|
1.4
|
%
|
|
|
12,094
|
|
1.4
|
%
|
||
|
|
|
Total revenues
|
|
410,736
|
|
100.0
|
%
|
|
|
347,687
|
|
100.0
|
%
|
|
|
1,144,022
|
|
100.0
|
%
|
|
|
870,395
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product sales
|
|
356,649
|
|
86.8
|
%
|
|
|
303,750
|
|
87.4
|
%
|
|
|
988,877
|
|
86.4
|
%
|
|
|
750,927
|
|
86.3
|
%
|
|||
Gross profit
|
|
54,087
|
|
13.2
|
%
|
|
|
43,937
|
|
12.6
|
%
|
|
|
155,145
|
|
13.6
|
%
|
|
|
119,468
|
|
13.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A expenses
|
|
33,663
|
|
8.2
|
%
|
|
|
27,435
|
|
7.9
|
%
|
|
|
97,160
|
|
8.5
|
%
|
|
|
75,448
|
|
8.7
|
%
|
|||
Depreciation and amortization
|
|
1,723
|
|
0.4
|
%
|
|
|
1,438
|
|
0.4
|
%
|
|
|
4,879
|
|
0.5
|
%
|
|
|
3,559
|
|
0.4
|
%
|
|||
Operating income
|
|
18,701
|
|
4.6
|
%
|
|
|
15,064
|
|
4.3
|
%
|
|
|
53,106
|
|
4.6
|
%
|
|
|
40,461
|
|
4.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Interest expense
|
|
(166)
|
|
-
|
%
|
|
|
(171)
|
|
-
|
%
|
|
|
(600)
|
|
-
|
%
|
|
|
(389)
|
|
-
|
%
|
||
|
Earnings of equity method
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
investees
|
|
51
|
|
-
|
%
|
|
|
45
|
|
-
|
%
|
|
|
187
|
|
-
|
%
|
|
|
155
|
|
-
|
%
|
|
|
Other
|
|
116
|
|
-
|
%
|
|
|
57
|
|
-
|
%
|
|
|
394
|
|
-
|
%
|
|
|
299
|
|
-
|
%
|
||
|
|
|
Total other income (expense)
|
|
1
|
|
-
|
%
|
|
|
(69)
|
|
-
|
%
|
|
|
(19)
|
|
-
|
%
|
|
|
65
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
18,702
|
|
4.6
|
%
|
|
|
14,995
|
|
4.3
|
%
|
|
|
53,087
|
|
4.6
|
%
|
|
|
40,526
|
|
4.6
|
%
|
|||
Income tax expense
|
|
(7,312)
|
|
(1.8)
|
%
|
|
|
(5,858)
|
|
(1.7)
|
%
|
|
|
(20,537)
|
|
(1.8)
|
%
|
|
|
(15,884)
|
|
(1.8)
|
%
|
|||
Net income
|
$
|
11,390
|
|
2.8
|
%
|
|
$
|
9,137
|
|
2.6
|
%
|
|
$
|
32,550
|
|
2.8
|
%
|
|
$
|
24,642
|
|
2.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Basic
|
$
|
0.91
|
|
|
|
|
$
|
0.74
|
|
|
|
|
$
|
2.61
|
|
|
|
|
$
|
2.02
|
|
|
|
||
|
Diluted
|
$
|
0.91
|
|
|
|
|
$
|
0.74
|
|
|
|
|
$
|
2.60
|
|
|
|
|
$
|
1.99
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
|
12,484
|
|
|
|
|
|
12,265
|
|
|
|
|
|
12,453
|
|
|
|
|
|
12,215
|
|
|
|
||
|
Diluted
|
|
12,526
|
|
|
|
|
|
12,408
|
|
|
|
|
|
12,507
|
|
|
|
|
|
12,380
|
|
|
|
·
|
the impact of vendor consolidation on our business;
|
·
|
changes in or availability of vendor contracts or rebate programs;
|
·
|
vendor rebates based upon attaining certain growth goals;
|
·
|
changes in the way vendors introduce/deliver products to market;
|
·
|
exclusivity requirements with certain vendors that may prohibit us from distributing competing products manufactured by other vendors;
|
·
|
risks associated with our international operations;
|
·
|
transitional challenges associated with acquisitions, including the failure to achieve anticipated synergies;
|
·
|
financial risks associated with acquisitions;
|
·
|
the impact of general economic trends on our business;
|
·
|
the recall of a significant product by one of our vendors;
|
·
|
extended shortage or backorder of a significant product by one of our vendors;
|
·
|
seasonality;
|
·
|
the timing and effectiveness of marketing programs or price changes offered by our vendors;
|
·
|
the timing of the introduction of new products and services by our vendors;
|
·
|
the ability to borrow on our revolving credit facility, extend the terms of our revolving credit facility or obtain alternative financing on favorable terms or at all;
|
·
|
risks from potential increases in variable interest rates;
|
·
|
the impact of tightening credit standards and/or access to credit on behalf of our customers and suppliers;
|
·
|
unforeseen litigation;
|
·
|
a disruption caused by adverse weather or other natural conditions or disasters;
|
·
|
inability to ship products to the customer as a result of technological or shipping disruptions; and
|
·
|
competition.
|
Issuer Purchases of Equity Securities
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
Maximum Number (or
|
|
|
Total
|
|
|
|
|
Shares Purchased
|
|
Approximate Dollar
|
|
|
Number
|
Average
|
|
as Part of Publicly
|
|
Value) of Shares that May
|
||
|
|
of Shares
|
Price Paid
|
|
Announced Plans
|
|
Yet Be Purchased Under
|
||
Period
|
|
Purchased
|
|
per Share
|
|
or Programs
|
|
the Plans or Programs
|
|
April 1 to April 30, 2011
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
May 1 to May 31, 2011
|
|
—
|
|
|
—
|
|
—
|
|
—
|
June 1 to June 30, 2011
|
|
75
|
(1)
|
|
79.80
|
|
—
|
|
—
|
Total
|
|
75
|
|
$
|
79.80
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) These shares were withheld upon the vesting of employee stock grants in connection with payment of required withholding taxes.
|
10.1
|
2011 Pfizer Equine Products Marketing Agreement between MWI Veterinary Supply, Inc. and Pfizer, Inc. effective as of January 1, 2011 †
|
|
10.2
|
Second Amendment to 2010-2011 Merial Independent Sales Agreement between MWI Veterinary Supply Co. and Merial Limited effective as of February 20, 2011 †
|
|
15
|
Letter re: Unaudited Interim Financial Information
|
|
31.1
|
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
101 | Financials in XBRL format |
MWI Veterinary Supply, Inc.
|
|||
(Registrant)
|
|||
Date: July 29, 2011
|
/s/ Mary Patricia B. Thompson | ||
Mary Patricia B. Thompson
|
|||
Senior Vice President of Finance and Administration, Chief Financial Officer
|
(i)
|
the sum of MWI’s debts is greater than all of MWI’s property (“Balance Sheet Test”); or
|
(ii)
|
MWI is generally not paying its debts as they come due; or
|
(iii)
|
MWI has failed to act in good faith for a period in excess of six months to resolve any outstanding invoice or purchase order issues or reconciliations.
|
MWI Veterinary Supply Company
|
Pfizer Inc.
|
BY: /s/ Mary Pat Thompson
Print Name: Mary Pat Thompson
Title: Sr. Vice President and CFO
Date: April 12, 2011
|
BY: /s/ Clinton A. Lewis, Jr.
Clinton A. Lewis, Jr.
President, U.S. Operations
Pfizer Animal Health
Date: May 4, 2011
|
SKU
|
DESCRIPTION
|
RX
|
UNIT
|
Units/Ship per Min. Quantity
|
RSA Eligible
|
RSA%
|
Performance Eligible
|
|
ANTI-INFLAMMATORIES
|
||||||||
1424
|
Depo-Medrol, 40 mg/ml
|
Rx
|
5ml
|
24
|
/**/
|
/**/
|
/**/
|
|
1426
|
Depo-Medrol, 20 mg/20ml
|
Rx
|
20ml
|
25
|
/**/
|
/**/
|
/**/
|
|
2187
|
Domoso Gel
|
Rx
|
60 gm
|
1
|
/**/
|
/**/
|
/**/
|
|
2188
|
Domoso Gel
|
Rx
|
120 gm
|
1
|
/**/
|
/**/
|
/**/
|
|
2189
|
Domoso Solution
|
Rx
|
16 oz
|
1
|
/**/
|
/**/
|
/**/
|
|
2190
|
Domoso Solution
|
Rx
|
Gallon
|
1
|
/**/
|
/**/
|
/**/
|
|
1432
|
Hylartin V
|
Rx
|
2ml
|
48
|
/**/
|
/**/
|
/**/
|
|
2193
|
Ketofen
|
Rx
|
50ml
|
1
|
/**/
|
/**/
|
/**/
|
|
2194
|
Ketofen
|
Rx
|
100ml
|
1
|
/**/
|
/**/
|
/**/
|
|
1478
|
Predef 2x
|
Rx
|
100ml
|
6
|
/**/
|
/**/
|
/**/
|
|
1489
|
Solu-Delta Cortef, 100 mg
|
Rx
|
10ml
|
24
|
/**/
|
/**/
|
/**/
|
|
1490
|
Solu-Delta Cortef, 500 mg
|
Rx
|
10ml
|
24
|
/**/
|
/**/
|
/**/
|
|
2209
|
Torbugesic, 10 mg
|
CIV
|
10ml
|
1
|
/**/
|
/**/
|
/**/
|
|
2210
|
Torbugesic, 10 mg
|
CIV
|
50ml
|
1
|
/**/
|
/**/
|
/**/
|
|
ANTI-INFECTIVES
|
||||||||
1506
|
Excede
|
Rx
|
200 mg
|
10
|
/**/
|
/**/
|
/**/
|
|
1465
|
Naxcel
|
Rx
|
1 gm
|
12
|
/**/
|
/**/
|
/**/
|
|
1466
|
Naxcel
|
Rx
|
4 gm
|
6
|
/**/
|
/**/
|
/**/
|
|
1463
|
Sterile Water
|
80ml
|
6
|
/**/
|
/**/
|
/**/
|
||
1464
|
Sterile Water
|
20ml
|
12
|
/**/
|
/**/
|
/**/
|
||
1519
|
Tucoprim Powder
|
Rx
|
400 gm
|
20
|
/**/
|
/**/
|
/**/
|
|
1494
|
Tucoprim Powder
|
Rx
|
2000 gm
|
1
|
/**/
|
/**/
|
/**/
|
|
ANTISEPTICS
|
||||||||
2198
|
Nolvasan Suspension
|
28ml
|
1
|
/**/
|
/**/
|
/**/
|
||
2055
|
Nolvasan Solution
|
Gallon
|
1
|
/**/
|
/**/
|
/**/
|
||
2049
|
Nolvasan S
|
16 oz
|
1
|
/**/
|
/**/
|
/**/
|
||
2050
|
Nolvasan S
|
Gallon
|
1
|
/**/
|
/**/
|
/**/
|
||
2053
|
Nolvasan Skin and Wound Cleanser
|
4 oz
|
1
|
/**/
|
/**/
|
/**/
|
||
2054
|
Nolvasan Skin and Wound Cleanser
|
8 oz
|
1
|
/**/
|
/**/
|
/**/
|
||
2056
|
Nolvasan Surgical Scrub
|
16 oz
|
1
|
/**/
|
/**/
|
/**/
|
||
2057
|
Nolvasan Surgical Scrub
|
Gallon
|
1
|
/**/
|
/**/
|
/**/
|
||
BIOLOGICALS (PER DOSE)
|
||||||||
2114
|
Arvac Arteritis Vaccine
|
10 x 1 ds
|
10
|
/**/
|
/**/
|
/**/
|
||
2116
|
Equiloid Innovator
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2117
|
Equiloid Innovator
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2119
|
Equivac Innovator EHV 1/4
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2120
|
Fluvac Innovator
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2122
|
Fluvac Innovator
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2139
|
Fluvac Innovator EHV 4/1
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2141
|
Fluvac Innovator EHV-4/1
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2123
|
Fluvac Innovator 4
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2125
|
Fluvac Innovator 4
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2128
|
Fluvac Innovator 5
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2130
|
Fluvac Innovator 5
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2134
|
Fluvac Innovator 6
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2136
|
Fluvac Innovator 6
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2146
|
Fluvac Innovator Triple-EFT
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2147
|
Fluvac Innovator Triple-EFT
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2151
|
Pinnacle I.N.
|
10 x 1 ds
|
10
|
/**/
|
/**/
|
/**/
|
||
2153
|
Pneumabort-K +1b
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2155
|
Pneumabort-K +1b
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2156
|
PotomacGuard
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2158
|
PotomacGuard
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2159
|
Rotovirus
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2160
|
Tetanus Antitoxin
|
/**/
|
/**/
|
/**/
|
||||
2162
|
Tetanus Antitoxin
|
/**/
|
/**/
|
/**/
|
||||
2164
|
Tetanus Toxoid
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2166
|
Tetanus Toxoid
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2167
|
Triple-E T Innovator
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2169
|
Triple-E T Innovator
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2181
|
West Nile-Innovator
|
12 x 1 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2183
|
West Nile-Innovator
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2172
|
West Nile-Innovator + EW
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2173
|
West Nile-Innovator + EWT
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2175
|
West Nile-Innovator + EWT
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
2177
|
West Nile-Innovator+VEWT
|
12 x 1 ds
|
12
|
/**/
|
/**/
|
/**/
|
||
2180
|
West Nile-Innovator+VEWT
|
10 ds
|
1
|
/**/
|
/**/
|
/**/
|
||
5237
|
Zylexis
|
Rx
|
5 x 1 ds
|
150
|
/**/
|
/**/
|
/**/
|
|
PARASITICIDES & INSECTICIDES
|
||||||||
6045
|
Anthelcide EQ Paste
|
Tube
|
72
|
/**/
|
/**/
|
/**/
|
||
2200
|
Quest Sure Dial, 11.6 gm
|
Tube
|
40
|
/**/
|
/**/
|
/**/
|
||
2203
|
Quest Plus Equine Oral Gel, 11.6 gm
|
Tube
|
40
|
/**/
|
/**/
|
/**/
|
||
2204
|
Quest Plus Equine Oral Gel, 11.6 gm
|
Tube
|
50
|
/**/
|
/**/
|
/**/
|
||
2207
|
Quest Bulk, 11.6 gm
|
Tube
|
50
|
/**/
|
/**/
|
/**/
|
||
8807
|
Solitude IGR
|
6 lb pail
|
6
|
/**/
|
/**/
|
/**/
|
||
8808
|
Solitude IGR
|
20 lb pail
|
2
|
/**/
|
/**/
|
/**/
|
||
7973
|
Strongid Paste
|
Tube
|
72
|
/**/
|
/**/
|
/**/
|
||
7974
|
Strongid Paste Bulk
|
Tube
|
96
|
/**/
|
/**/
|
/**/
|
||
7969
|
Strongid C
|
25 lb pail
|
36
|
/**/
|
/**/
|
/**/
|
||
7900
|
Strongid C 2X
|
10 lb pail
|
100
|
/**/
|
/**/
|
/**/
|
||
7866
|
Strongid C 2X
|
50 lb Bag
|
10
|
/**/
|
/**/
|
/**/
|
||
7972
|
Strongid T
|
Rx
|
Quart
|
6
|
/**/
|
/**/
|
/**/
|
|
SEDATIVES & ANESTHESIA
|
||||||||
1419
|
Carbocaine-V
|
Rx
|
50ml
|
100
|
/**/
|
/**/
|
/**/
|
|
6290
|
Dormosedan
|
Rx
|
5 ml
|
10
|
/**/
|
/**/
|
/**/
|
|
6291
|
Domosedan Gel
|
RX
|
3 ml
|
10
|
/**/
|
/**/
|
/**/
|
|
6292
|
Dormosedan
|
Rx
|
20 ml
|
10
|
/**/
|
/**/
|
/**/
|
|
SUPPLEMENTS
|
||||||||
2185
|
Clovite Conditioner
|
5 lb
|
1
|
/**/
|
/**/
|
/**/
|
||
2186
|
Clovite Conditioner
|
25 lb
|
1
|
/**/
|
/**/
|
/**/
|
||
8047
|
Lixotinic
|
Gallon
|
4
|
/**/
|
/**/
|
/**/
|
||
WOUND CARE
|
||||||||
8021
|
Derma-Clens
|
14 ounce
|
12
|
/**/
|
/**/
|
/**/
|
||
8252
|
Granulex-V Aero Spray
|
4 ounce
|
12
|
/**/
|
/**/
|
/**/
|
||
8253
|
Granulex-V Liquid
|
1 ounce
|
12
|
/**/
|
/**/
|
/**/
|
||
REPRODUCTIVE PRODUCTS
|
||||||||
1455
|
Lutalyse
|
Rx
|
30 ml
|
96
|
/**/
|
/**/
|
/**/
|
|
1504
|
Lutalyse
|
Rx
|
100 ml
|
1
|
/**/
|
/**/
|
/**/
|
|
OTHER PRODUCTS
|
||||||||
2033
|
Amiglyde V
|
Rx
|
48 ml
|
1
|
/**/
|
/**/
|
/**/
|
|
2191
|
Equipoise
|
CIII
|
50 ml
|
1
|
/**/
|
/**/
|
/**/
|
|
2195
|
Kopertox
|
8 oz
|
1
|
/**/
|
/**/
|
/**/
|
||
2196
|
Kopertox
|
16 oz
|
1
|
/**/
|
/**/
|
/**/
|
||
1487
|
Roccal-D Plus
|
Gallon
|
4
|
/**/
|
/**/
|
/**/
|
|
1.
|
Achieve sales out during the period of January 1, 2011 through December 31, 2011 of at least /**/ in performance eligible Pfizer Equine Biologicals, which are designated in the Ethical Equine Distributor Product & RSA List found in Exhibit A of this Agreement.
|
|
2.
|
Achieve sales out during the period of January 1, 2011 through December 31, 2011 of at least /**/ in all performance eligible Pfizer Equine Products, which are designated in the Ethical Equine Distributor Product & RSA List found in Exhibit A of this Agreement.
|
1.
|
To be eligible for PFF's, programs must include specific performance metrics and specifics on total PFF's to be spent in the program and how all PFF's would be spent. In no event will MWI be eligible to receive PFF's in excess of /**/.
|
2.
|
Programs that result in a direct price decrease to the Purchaser will not be supported.
|
3.
|
ALL PFF'S REQUIRE PROOF OF PERFORMANCE AT PROGRAM CONCLUSION. No payment of PFF's will be made by PFIZER to MWI until all proof or performance wrap-ups are submitted.
|
4.
|
All program wrap-ups are to be submitted within forty-five (45) days of completion of the program. Wrap ups for programs that run to year end 2011 should be submitted no later than February 15, 2012 for payment. Any program wrap-ups submitted to PFIZER after February 15, 2012 for 2010 programs will be paid of out 2012 PFF's at PFIZER's discretion. Programs will be paid by credit memo or check.
|
Accounting Period
|
Close Date
|
# of Weeks
|
AP 1
|
01/30/11
|
4
|
AP 2
|
02/27/11
|
4
|
AP 3
|
04/03/11
|
5
|
AP 4
|
05/01/11
|
4
|
AP 5
|
05/29/11
|
4
|
AP 6
|
07/03/11
|
5
|
AP 7
|
07/31/11
|
4
|
AP 8
|
08/28/11
|
4
|
AP 9
|
10/02/11
|
5
|
AP 10
|
10/30/11
|
4
|
AP 11
|
11/30/11
|
5
|
AP 12
|
12/31/11
|
5
|
1.
|
Term»
|
|
. Section 3.1 of the Agreement shall be deleted in its entirety and replaced with the following:
|
2.
|
Termination»
|
|
. Section 3.2 of the Agreement shall be deleted in its entirety and replaced with the following:
|
3.
|
Product Representation»
|
|
. The following shall be added to the Agreement as Section 6.1(m):
|
4.
|
Indemnification»
|
|
. Subsection 7.1(g) of the Agreement shall be deleted in its entirety and replaced with the following:
|
5.
|
Schedules»
|
|
. Schedules B to the Agreement shall be deleted and replaced in its entirety by the new Schedule B for 2011 attached hereto.
|
6.
|
Effective Date»
|
|
. This Amendment shall be deemed effective as of February 20, 2011.
|
7.
|
No Other Amendment»
|
|
. Except as amended, modified or supplemented by this Amendment, the Agreement is confirmed and remains in full force and effect.
|
8.
|
Counterparts»
|
|
. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed an original and all of which constitute one and the same agreement.
|
MERIAL LIMITED
|
MWI VETERINARY SUPPLY CO.
|
By: /s/ Thomas Zerzan
Name: Thomas Zerzan
Title: Head of Merial U.S.
|
By: /s/ Jim Cleary
Name: Jim Cleary
Title: President & CEO
|
Independent Sales
Agent Monthly
Commission Rate
|
/**/
|
/**/
|
/**/
|
/**/
|
/**/
|
/**/
|
/**/
|
/**/
|
/**/
|
Ø
|
Dose share calculated monthly based on Merial authorized, commissioned accounts and commissioned sales of parasiticide product portfolio
|
Ø
|
Bonus paid quarterly
|
Ø
|
Quarterly bonuses earned based on schedule and performance to prior 2010 quarter (For Example the 2011 Q1 audited results will be compared to 2010 Q1 audited results).
|
/s/ DELOITTE & TOUCHE LLP
|
|
Boise, Idaho
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 29, 2011
|
/s/ James F. Cleary, Jr. | |
James F. Cleary, Jr.
President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MWI Veterinary Supply, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: July 29, 2011
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/s/ Mary Patricia B. Thompson |
Mary Patricia B. Thompson
Senior Vice President of Finance and Administration,
Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company as of the dates and for the periods expressed in the Report.
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/s/ James F. Cleary, Jr. | |
James F. Cleary, Jr.
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Chief Executive Officer
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/s/ Mary Patricia B. Thompson | |
Mary Patricia B. Thompson
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Chief Financial Officer
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