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PROSPECTUS SUPPLEMENT
To Prospectus Dated October 9, 1998 Filed pursuant to Rule 424(b)(3)
As Supplemented to Date Registration No. 333-57733
3,000,000 Shares
PROVANT, INC.
COMMON STOCK
This Prospectus Supplement supplements PROVANT, Inc.'s Prospectus dated
October 9, 1998 that forms a part of its Registration Statement on Form S-4
(File No. 333-57733) by providing the Company's consolidated results of
operations for the three-month period ended September 30, 1998, together with
comparable pro forma combined results for the three-month period ended September
30, 1997. This information comes from unaudited financial statements that
management thinks reflects all adjustments (consisting of normal recurring
adjustments) necessary to present the information fairly. The operating results
for the three-month period ended September 30, 1998 do not necessarily indicate
results to be expected for any future period. This Supplement should be read in
conjunction with the Prospectus.
Subsequent to October 9, 1998, PROVANT acquired, for $12.0 million in
initial consideration, Strategic Interactive, Inc., a company that provides
performance improvement services and products. The former stockholders of
Strategic Interactive will be entitled to receive contingent consideration of
cash and Common Stock in the year 2002 if certain performance criteria are met.
The acquisition will be accounted for as a purchase transaction. The initial
consideration was funded through the issuance of shares of Common Stock, cash
flow from operations and borrowings under the Company's credit facility. As of
October 31, 1998, $9.7 million was outstanding under the credit facility and
$30.3 million was available for additional borrowings. Also as of this date,
784,608 shares of Common Stock have been issued under this Registration
Statement in connection with acquisitions, and an undeterminable number of
additional shares may become issuable under the Registration Statement as
contingent consideration in such acquisitions.
[See operating results on next page.]
The date of this Prospectus Supplement is November 10, 1998.
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PROVANT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------------------
1997 1998
---------- ------------
(Pro Forma (Historical)
Combined)
<S> <C> <C>
Revenue.................................................................... $ 17,738 $ 23,710
Cost of revenue............................................................ 8,056 10,148
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Gross profit............................................................... 9,682 13,562
Selling, general and administrative expenses............................... 7,558 10,593
Goodwill amortization...................................................... 334 380
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Income from operations..................................................... 1,790 2,589
Interest and other expense, net............................................ 3 3
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Income before income taxes................................................. 1,787 2,586
Provision for income taxes................................................. 848 1,187
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Net income................................................................. $ 939 $ 1,399
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Earnings per common share - basic.......................................... $ 0.10 $ 0.14
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Earnings per common share - diluted........................................ $ 0.09 $ 0.13
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Weighted average common shares outstanding - basic......................... 9,796 10,071
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Weighted average common shares outstanding - diluted....................... 10,169 11,124
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</TABLE>
The unaudited pro forma combined statement of operations gives effect to the
following as if they had occurred on July 1, 1997: (i) the combination of
PROVANT's seven founding companies, (ii) the consummation of PROVANT's May 1998
IPO and the application of the IPO proceeds, (iii) acquisitions completed by one
of the founding companies, (iv) a provision for income tax for those of
PROVANT's founding companies that previously were taxed as S corporations, and
(v) the compensation differential between the salary, bonuses and benefits that
the founding companies' principals had been receiving and what they agreed to
receive prospectively in connection with the combination.
