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Filed Pursuant to Rule 424B(3)
File No. 333-57733
PROSPECTUS SUPPLEMENT
3,000,000 Shares
PROVANT, INC.
COMMON STOCK
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This Prospectus Supplement (the "Supplement") supplements PROVANT,
Inc.'s Prospectus dated July 1, 1998 (the "Prospectus") that forms a part of its
Registration Statement on Form S-4 (File No. 333-57733), as amended to date, by
providing the Company's pro forma combined results of operations for the
three-month period ended June 30, 1998, together with comparable pro forma
combined results for the three-month period ended June 30, 1997. This
information is derived from unaudited financial statements that reflect, in the
opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the information for the
periods presented. The operating results for the three-month period ended June
30, 1998 are not necessarily indicative of results to be expected for any future
period. This Supplement should be read in conjunction with the Prospectus.
Capitalized terms used but not defined in this Supplement shall have the
meanings given them in the Prospectus.
[See operating results on next page.]
The date of this Prospectus Supplement is August 20, 1998.
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<TABLE>
PROVANT, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
Three Months Ended
June 30,
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1997 1998
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<S> <C> <C>
Revenue .................................................. $ 19,375 $22,159
Cost of revenue .......................................... 8,835 9,155
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Gross profit ............................................. 10,540 13,004
Operating expenses ....................................... 7,501 9,466
Goodwill amortization .................................... 334 334
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Income from operations ................................... 2,705 3,204
Other income (expense), net .............................. (55) 3
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Income before income taxes ............................... 2,650 3,207
Provision for income taxes ............................... 1,194 1,416
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Net income ............................................... $ 1,456 $ 1,791
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Earnings per share - basic ............................... $ 0.15 $ 0.18
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Earnings per share - diluted ............................. $ 0.14 $ 0.18
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Shares used in computing earnings per share - basic ...... 9,796 9,796
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Shares used in computing earnings per share - diluted .... 10,169 10,169
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</TABLE>
The pro forma combined statements of operations give effect to the following as
if they had occurred on April 1, 1997: (i) the Combination, (ii) the
consummation of the IPO and the application of the net proceeds therefrom, (iii)
acquisitions completed by one of the Founding Companies, Star Mountain, (iv) a
provision for income tax for those Founding Companies that previously were taxed
as S corporations, and (v) the Compensation Differential. The pro forma combined
statement of operations for the three months ended June 30, 1998 excludes (i)
non-recurring stock compensation charges and (ii) non-recurring fees paid for
information related to the training and development industry (see "Certain
Transactions" in the Prospectus).
