<PAGE> 1
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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission File Number: 000-23989
PROVANT, Inc.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 04-3395167
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
67 BATTERYMARCH STREET, SUITE 600
BOSTON, MA 02110
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 261-1600
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 Exchange Act of 1934 during
the preceding 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 [ ]
Number of shares of common stock outstanding at November 2, 1998: 11,395,550
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PROVANT, INC.
INDEX
PART I. - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1998 and September
30, 1998 ............................................................. 3
Pro Forma Combined Statement of Operations for the three months ended
September 30, 1997 and Historical Consolidated Statements of
Operations for the three months ended September 30, 1997 and
1998 ................................................................. 4
Consolidated Statements of Cash Flows for the three months ended
September 30, 1997 and 1998 .......................................... 5
Notes to Consolidated Financial Statements ............................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................ 8
PART II. - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................... 11
Signature............................................................ 12
2
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PROVANT, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Assets June 30, September 30,
1998 1998
--------- -------------
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents ..................... $ 6,394 $ 2,811
Accounts receivable, net ...................... 19,516 21,776
Inventory ..................................... 177 3,495
Deferred income taxes ......................... 2,127 2,146
Costs in excess of billings ................... 696 867
Prepaid expenses and other current assets ..... 1,182 1,425
--------- ---------
Total current assets ...................... 30,092 32,520
Property and equipment, net ..................... 2,548 3,224
Other assets .................................... 776 733
Goodwill, net ................................... 52,942 65,482
--------- ---------
Total assets .............................. $ 86,358 $ 101,959
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable .............................. $ 3,346 $ 3,599
Accrued expenses .............................. 7,361 7,336
Accrued compensation .......................... 2,928 3,419
Billings in excess of costs ................... 2,896 3,166
Deferred revenue .............................. 669 514
Income taxes payable .......................... 1,252 2,018
Current portion of long term debt ............. 533 552
--------- ---------
Total current liabilities ................. 18,985 20,604
Long term debt, net of current portion .......... 874 8,402
--------- ---------
Total liabilities ......................... 19,859 29,006
Stockholders' Equity:
Preferred stock, $.01 par value; none issued .. -- --
Common stock, $.01 par value; 9,795,558 and
10,226,325 shares issued and outstanding,
respectively .................................. 98 102
Additional paid-in capital .................... 69,462 74,513
Accumulated deficit ........................... (3,061) (1,662)
--------- ---------
Total stockholders' equity ................ 66,499 72,953
--------- ---------
Total liabilities and stockholders' equity $ 86,358 $ 101,959
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
3
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PROVANT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended September 30,
----------------------------------------------
1997 1997 1998
Pro Forma
Historical Combined Historical
------------ ------------ ------------
<S> <C> <C> <C>
Total revenue ............................ $ -- $ 17,738 $ 23,710
Cost of revenue .......................... -- 8,056 10,148
------------ ------------ ------------
Gross profit ....................... -- 9,682 13,562
Selling, general and administrative
expenses ................................ 200 7,558 10,593
Goodwill amortization .................... -- 334 380
------------ ------------ ------------
Income (loss) from operations ...... (200) 1,790 2,589
Interest and other expense, net .......... (8) (3) (3)
------------ ------------ ------------
Income (loss) before income taxes .. (208) 1,787 2,586
Provision for income taxes ............... -- 848 1,187
------------ ------------ ------------
Net income (loss) .................. $ (208) $ 939 $ 1,399
============ ============ ============
Earnings (loss) per common share:
Basic ..................................... $ (0.08) $ 0.10 $ 0.14
============ ============ ============
Diluted ................................... $ (0.08) $ 0.09 $ 0.13
============ ============ ============
Weighted average common shares outstanding:
Basic ..................................... 2,577,954 9,795,558 10,070,808
============ ============ ============
Diluted ................................... 2,577,954 10,168,889 11,124,260
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
PROVANT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------
1997 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) .................................... $ (208) $ 1,399
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation and amortization ..................... -- 711
Changes in operating assets and liabilities:
Accounts receivable ............................... -- 228
Inventory ......................................... -- (186)
Deferred income taxes ............................. -- (109)
Costs in excess of billings ....................... -- (33)
Prepaid expenses and other current assets ......... -- (446)
Other assets ...................................... -- 207
Accounts payable and accrued expenses ............. -- (2,125)
Accrued compensation .............................. -- 491
Billings in excess of costs ....................... -- 141
Deferred revenue .................................. -- (155)
Income taxes payable .............................. -- (230)
-------- --------
Total adjustments ............................... -- (1,506)
-------- --------
Net cash used in operating activities ........... (208) (107)
-------- --------
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired .. -- (10,080)
Additions to property and equipment ............... -- (40)
-------- --------
Net cash used in investing activities ........... -- (10,120)
Cash flows from financing activities:
Increase in notes payable to stockholders .......... 208 --
Net borrowings of long-term debt ................... -- 6,644
-------- --------
Net cash provided by financing activities ........ 208 6,644
-------- --------
Net decrease in cash and cash equivalents ............ -- (3,583)
Cash and cash equivalents, beginning of period ....... 1 6,394
-------- --------
Cash and cash equivalents, end of period ............. $ 1 $ 2,811
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes ........................... $ -- $ 1,557
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
PROVANT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
ORGANIZATION
PROVANT, Inc., a Delaware corporation ("PROVANT" and collectively with its
subsidiaries, the "Company"), provides a broad range of performance improvement
services and products primarily to Fortune 1000 companies, other large and
medium-sized corporations and government entities. The Company's objective is to
become the leading single source provider of high-quality performance
improvement services and products that are distributed through multiple delivery
methods.
On May 4, 1998, PROVANT completed the initial public offering (the
"Offering" or "IPO") of its common stock (the "Common Stock") and simultaneously
acquired in separate merger transactions (the "Combination") seven companies
engaged in providing performance improvement services and products (collectively
referred to as the "Founding Companies"). In the quarter ended September 30,
1998, the Company acquired in separate transactions two additional companies
engaged in providing performance improvement services and products (collectively
referred to with the Founding Companies as the "Operating Companies"). Prior to
the IPO, PROVANT did not conduct any revenue generating activities of its own.
For the period from inception through May 4, 1998, all of PROVANT's activities
had been related to the completion of the IPO and the Combination. All
references to the "Company" include PROVANT and the Operating Companies.
BASIS OF PRESENTATION
The information contained in the following notes to the accompanying
financial statements is condensed from that which would appear in the annual
audited financial statements; accordingly, the financial statements included
herein should be reviewed in conjunction with the financial statements and
related notes thereto contained in the Annual Report on Form 10-K for the year
ended June 30, 1998 filed by PROVANT with the Securities and Exchange
Commission.
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments considered necessary to present fairly the
financial position of the Company as of September 30, 1998 and the results of
operations and cash flows for the periods presented. The Company prepares its
interim financial information using the same accounting principles as it does
for its annual financial statements.
For financial statement purposes, PROVANT has been identified as the
accounting acquiror. Accordingly, the consolidated financial statements include
the accounts of PROVANT since its inception, November 16, 1996, and the accounts
of the Operating Companies since their respective dates of acquisition. The
acquisitions of the Operating Companies were accounted for using the purchase
method of accounting. The allocations of the purchase prices to the assets
acquired and liabilities assumed of these companies have been recorded based on
preliminary estimates of fair value and may be changed as additional information
becomes available.
The unaudited pro forma combined statement of operations gives effect to (i)
the Combination of PROVANT and the Founding Companies, (ii) the consummation of
the IPO and the application of the net proceeds therefrom, (iii) acquisitions
completed by one of the Founding Companies, (iv) a provision for income tax for
those Founding Companies that were taxed as S corporations during the period and
(v) the compensation differential. The compensation differential represents pro
forma adjustments to salary, bonuses and benefits paid to certain
pre-Combination owners of the Founding Companies to certain levels to which they
agreed prospectively. For the three months ended September 30, 1997, the
compensation differential was approximately $1.3 million. The unaudited pro
forma combined statement of operations gives effect to the Combination and the
IPO as if they had occurred on July 1, 1997.
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The pro forma adjustments are based on estimates, available information and
certain assumptions. The pro forma statement of operations does not purport to
represent what the Company's results of operations would actually have been if
such transactions had in fact occurred on those dates and are not necessarily
representative of the Company's financial position or results of operations for
any future period. Since the Founding Companies were not under common control or
management, historical combined results may not be comparable to, or indicative
of, future performance.
2. INVENTORY
Inventory consists primarily of film production and other costs associated
with a company acquired during the three months ended September 30, 1998.
3. ACQUISITIONS
During the quarter ended September 30, 1998, the Company acquired two
companies that provide performance improvement services and products. Initial
consideration paid by the Company was $17.5 million, consisting of $10.9 million
in cash and 430,767 shares of Common Stock. The allocation of the respective
purchase prices to assets acquired and liabilities assumed resulted in $12.9
million of goodwill for these acquisitions which were accounted for as purchase
transactions. Goodwill is amortized on a straight-line basis over 40 years. The
cash portion of the acquisitions was funded from cash provided by operations and
$7.5 million of borrowings from the Company's credit facility.
In October 1998, the Company acquired an additional company (the "Subsequent
Acquisition") that provides performance improvement services and products.
Initial consideration paid by the Company was $12.0 million, consisting of $4.8
million in cash and 553,841 shares of Common Stock. The cash portion of the
acquisition was funded from cash provided by operations and $2.2 million of
borrowings from the Company's credit facility. The acquisition will be accounted
for as a purchase transaction.
4. CONTINGENT CONSIDERATION
The agreements between PROVANT and each of the Operating Companies and the
Subsequent Acquisition provide for the payment of additional, contingent
consideration (the "Contingent Consideration"). With respect to five of the
Founding Companies, the former stockholders will receive Contingent
Consideration in the form of shares of Common Stock based on performance
criteria for the fiscal year ended June 30, 1998 and certain other adjustments.
The Company has estimated the number of shares to be issued to these
stockholders and has included those shares as outstanding in the calculation of
diluted weighted average common shares outstanding for the three months ended
September 30, 1998. The former stockholders of the remaining four Operating
Companies and the Subsequent Acquisition are entitled to receive Contingent
Consideration of cash and/or shares of Common Stock if certain performance
criteria are met over future periods ranging from one to three years. For the
three companies with Contingent Consideration based on performance criteria
associated with the first year, the maximum Contingent Consideration for two of
the companies is $5.7 million in the form of shares of Common Stock and the
Contingent Consideration for the third Company is based entirely on performance
criteria for the year and is not currently determinable. For the two remaining
companies, the Contingent Consideration is based entirely on performance
criteria for the next three years and is not currently determinable.
7
<PAGE> 8
5. EARNINGS PER SHARE
Basic earnings per share ("EPS") is computed by dividing net income by the
weighted average number of shares of Common Stock outstanding during the period.
Diluted EPS is computed by dividing net income by the weighted average number of
shares of Common Stock and dilutive securities outstanding during the period.
The following table summarizes weighted average shares outstanding for each
of the periods presented:
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------------
1997 1997 1998
Pro Forma
Historical Combined Historical
---------- ---------- ----------
<S> <C> <C> <C>
Basic weighted average common shares outstanding .... 2,577,954 9,795,558 10,070,808
Shares to be issued as Contingent Consideration ..... -- -- 856,884
Weighted average shares related to stock options
and warrants under the treasury stock method ...... -- 373,331 196,568
---------- ---------- ----------
Diluted weighted average common shares outstanding . 2,577,954 10,168,889 11,124,260
========== ========== ==========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The Company provides a broad range of performance improvement services and
products primarily to Fortune 1000 companies, other large and medium-sized
corporations and government entities. The Company's services and products are
designed to increase the productivity of organizations by improving employee
selection, recruitment and retention; enhancing employee work skills; developing
employee management and leadership skills; and facilitating organizational
assessment, direction and change. The Company offers both customized and
off-the-shelf services and products that are designed to provide measurable
improvements in employee performance and productivity. The Company delivers its
services and products through multiple delivery methods, including
instructor-led and train-the-trainer seminars, interactive multimedia software
(such as CD-ROM) and distance-based media (such as video conferencing, intranets
and the Internet).
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(DOLLARS IN THOUSANDS):
<TABLE>
<CAPTION>
Three Months Ended September 30,
---------------------------------------
1997 1998
Pro Forma Combined Historical
------------------ ----------
<S> <C> <C> <C> <C>
Total revenue ..................... $17,738 100.0% $23,710 100.0%
Cost of revenue ................... 8,056 45.4% 10,148 42.8%
------- ----- ------- -----
Gross profit ...................... 9,682 54.6% 13,562 57.2%
Selling, general and administrative
expenses .......................... 7,558 42.6% 10,593 44.7%
Goodwill amortization ............. 334 1.9% 380 1.6%
------- ----- ------- -----
Income from operations ............ $ 1,790 10.1% $ 2,589 10.9%
======= ===== ======= =====
</TABLE>
8
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PRO FORMA COMBINED RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 (THE
"1998 QUARTER") COMPARED TO THE HISTORICAL RESULTS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1998 (THE "1999 QUARTER")
Revenue. Revenue increased $6.0 million, or 33.7%, from $17.7 million in the
1998 Quarter to $23.7 million in the 1999 Quarter. The increase was primarily
attributable to an increased number of government contracts, train-the-trainer
seminars, contracts to develop interactive multimedia programs and revenues from
businesses acquired during the 1999 Quarter.
Cost of Revenue. Cost of revenue as a percentage of revenue decreased from
45.4% in the 1998 Quarter to 42.8% in the 1999 Quarter primarily due to revenue
growth higher than the corresponding increase in costs and increased license
fees.
Gross Profit. Gross profit increased $3.9 million, or 40.1%, from $9.7
million in the 1998 Quarter to $13.6 million in the 1999 Quarter primarily due
to revenue growth higher than the corresponding increase in costs. As a
percentage of revenue, gross profit increased from 54.6% in the 1998 Quarter to
57.2% in the 1999 Quarter.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $3.0 million, or 40.2%, from $7.6 million in
the 1998 Quarter to $10.6 million in the 1999 Quarter primarily due to the costs
of the corporate headquarters and commission costs associated with increased
revenue. As a percentage of revenue, selling, general and administrative
expenses increased from 42.6% in the 1998 Quarter to 44.7% in the 1999 Quarter
primarily due to the costs of the corporate headquarters.
Goodwill Amortization. Goodwill amortization increased due to additional
goodwill recorded in connection with acquisitions completed during the 1999
Quarter.
COMBINED LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1998, the Company had cash of $2.8 million and
outstanding indebtedness of $9.0 million. The Company has a $40.0 million credit
facility under which $7.5 million was outstanding and $32.5 million was
available for additional borrowings at September 30, 1998. The credit facility
(i) prohibits the payment of dividends and other distributions by the Company,
(ii) generally does not permit the Company to incur or assume other
indebtedness, and (iii) requires the Company to comply with certain financial
covenants.
The Company anticipates that its cash flow from operations will provide cash
sufficient to satisfy the Company's normal working capital needs, debt service
requirements and planned capital expenditures for the next 12 months.
The Company intends to pursue additional acquisition opportunities. The
Company expects to fund future acquisitions through the issuance of additional
common stock, borrowings under its credit facility and cash flow from
operations. To the extent the Company funds a significant portion of the
consideration for future acquisitions with cash, it may have to increase the
amount of the credit facility or obtain other sources of financing.
The Company has an effective shelf registration statement on Form S-4
relating to the issuance of up to 3,000,000 shares of Common Stock in connection
with acquisitions. Approximately 784,608 shares have been issued through October
31, 1998 and a currently undeterminable number of shares may become issuable as
contingent consideration under the registration statement with respect to
acquisitions completed before October 31, 1998.
During the quarter ended September 30, 1998, the Company acquired two
companies that provide performance improvement services and products. Initial
consideration paid by the Company was $17.5 million, consisting of $10.9 million
in cash and 430,767 shares of Common Stock. The allocation of the respective
purchase prices to assets acquired and liabilities assumed resulted in $12.9
million of goodwill
9
<PAGE> 10
for these acquisitions which were accounted for as purchase transactions.
Goodwill is amortized on a straight-line basis over 40 years. The cash portion
of the acquisitions was funded from cash provided by operations and $7.5 million
of borrowings from the Company's credit facility.
In October 1998, the Company acquired an additional company (the "Subsequent
Acquisition") that provides performance improvement services and products.
Initial consideration paid by the Company was $12.0 million, consisting of $4.8
million in cash and 553,841 shares of Common Stock. The cash portion of the
acquisition was funded from cash provided by operations and $2.2 million of
borrowings from the Company's credit facility. The acquisition will be accounted
for as a purchase transaction.
The agreements between PROVANT and each of the Operating Companies and the
Subsequent Acquisition provide for the payment of additional, contingent
consideration (the "Contingent Consideration"). With respect to five of the
Founding Companies, the former stockholders will receive Contingent
Consideration in the form of shares of Common Stock based on performance
criteria for the fiscal year ended June 30, 1998 and certain other adjustments.
The Company has estimated the number of shares to be issued to these
stockholders and has included those shares as outstanding in the calculation of
diluted weighted average common shares outstanding for the quarter ended
September 30, 1998. The former stockholders of the remaining four Operating
Companies and the Subsequent Acquisition are entitled to receive Contingent
Consideration of cash and/or shares of Common Stock if certain performance
criteria are met over future periods ranging from one to three years. For the
three companies with Contingent Consideration based on performance criteria
associated with the first year, the maximum Contingent Consideration for two of
the companies is $5.7 million in the form of shares of Common Stock and the
Contingent Consideration for the third Company is based entirely on performance
criteria for the year and is not currently determinable. For the two remaining
companies, the Contingent Consideration is based entirely on performance
criteria for the next three years and is not currently determinable.
YEAR 2000
The Company uses information technology ("IT") systems in its internal
operations, including applications used in client order processing, inventory
management, financial business systems and various administrative functions
which are primarily "off-the-shelf" applications. Non-IT systems used in the
Company's internal operations consist primarily of voice and data communications
systems and elevator and climate control systems. In addition, the Company
delivers several of its products on interactive multimedia software, such as
CD-ROM. Although the Company believes that the substantial majority of its IT
and non-IT systems and products contains source code that is able to interpret
appropriately the upcoming calendar year 2000, management is in the process of
completing its assessment of such systems and products. Management expects to
complete its assessment, any necessary remediation, implementation and final
testing of IT and non-IT systems and products by March 31, 1999. To the extent
the source code of IT and non-IT internal systems and customer products may be
deficient with respect to "Year 2000" issues, the failure by the Company to make
any required modifications in order to make the systems and products "Year 2000"
compliant could have a material adverse effect on the Company's business,
financial condition and results of operations.
One of the Company's subsidiaries, Star Mountain, derives a substantial
amount of its revenues from services and products delivered to entities
affiliated with the federal government. Failure by these government entities to
make their respective computer software programs and operating systems "Year
2000" compliant could have a material adverse effect on the Company's business,
financial condition and results of operations.
The Company has not yet completed the evaluation of its most reasonably
likely worst case "Year 2000" scenario, nor has the Company completed its
contingency planning with respect to the "Year 2000". The Company intends to
complete both its evaluation and contingency planning during fiscal 1999.
10
<PAGE> 11
To date, the Company has incurred approximately $40,000 to remediate "Year
2000" issues. Management believes that any future costs to remediate "Year 2000"
issues will not be material to the financial position or results of operations
of the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (FASB) issued
Financial Accounting Standard No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (FAS 131) that requires companies to
determine reportable segments based on how management makes decisions about
allocating resources to the segments and measures their performance. Disclosures
for segments are similar to those required under current standards. However,
certain new information and quarterly disclosures will be required. In addition,
new entity-wide disclosures will be required about products and services and the
countries in which material assets are located and that report material
revenues. Prior period information disclosed will be restated to comply with FAS
131. The Company will be adopting FAS 131 in 1999 and it will be applicable for
the Company's year-end disclosures. The disclosure requirements under FAS 131
for interim quarters will be applicable for the Company's first quarter
disclosures in 2000. The Company is still evaluating the effect of this
statement on its reported segment information.
In February 1998, the FASB issued Financial Accounting Standard No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits" (FAS
132). The implementation of FAS 132 will revise certain footnote disclosure
requirements and add certain new disclosures related to pension and other
retiree benefit plans. However, it does not change the measurement or
recognition requirements for those plans. Implementation of FAS 132 is required
for the year-end 1999 disclosure.
This report on form 10-Q contains statements which constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "estimates,"
"will," "should," "plans" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of any number of factors, many of which
are beyond the control of management. These factors include an absence of
combined operating history, risks of integration, risks of internal growth,
risks associated with the acquisition strategy, and the effectiveness of
management's strategies and decisions, to name a few, and are hereby
incorporated by reference from the risk factors and other factors included in
Company's Registration Statement on Form S-4 (file no. 333-57733) filed with the
Securities and Exchange Commission.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
27. Financial Data Schedule.
B. REPORTS ON FORM 8-K:
None.
11
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PROVANT, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
undersigned has signed this report in his capacity as Chief Accounting Officer,
and the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROVANT, INC.
Date: November 10, 1998 By: /s/ Rajiv Bhatt
------------------------------------------
Rajiv Bhatt
Senior Vice President, Treasurer and Chief
Accounting Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,811
<SECURITIES> 0
<RECEIVABLES> 23,136
<ALLOWANCES> 1,360
<INVENTORY> 3,495
<CURRENT-ASSETS> 32,520
<PP&E> 3,777
<DEPRECIATION> 553
<TOTAL-ASSETS> 101,959
<CURRENT-LIABILITIES> 20,604
<BONDS> 8,402
0
0
<COMMON> 102
<OTHER-SE> 72,851
<TOTAL-LIABILITY-AND-EQUITY> 101,959
<SALES> 23,710
<TOTAL-REVENUES> 23,710
<CGS> 10,148
<TOTAL-COSTS> 10,148
<OTHER-EXPENSES> 10,973
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3
<INCOME-PRETAX> 2,586
<INCOME-TAX> 1,187
<INCOME-CONTINUING> 1,399
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,399
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.13
</TABLE>
