<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
COMMISSION FILE NUMBER: 000-23989
PROVANT, INC.
(Exact name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 04-3395167
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
67 BATTERYMARCH STREET, SUITE 600 02110
BOSTON, MA (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
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 10,1999:
18,611,468
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<PAGE> 2
PROVANT, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1999 and
September 30, 1999.................................... 3
Consolidated Statements of Operations for the three
months ended September 30, 1998 and 1999.............. 4
Consolidated Statements of Cash Flows for the three
months ended September 30, 1998 and 1999.............. 5
Notes to Consolidated Financial Statements............. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 8
Item 3. Quantitative and Qualitative Disclosure On Market
Risk...................................................... 10
PART II. -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................... 11
Signature................................................... 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PROVANT, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1999 1999
-------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.............................. $ 2,216 $ 764
Accounts receivable, net of allowance for doubtful
accounts of $692 and $633, respectively............... 34,558 38,643
Inventory.............................................. 4,470 3,639
Deferred income taxes.................................. 2,791 3,514
Costs in excess of billings............................ 3,892 4,922
Prepaid expenses and other current assets.............. 2,958 2,859
-------- --------
Total current assets.............................. 50,885 54,341
Property and equipment, net................................. 7,244 7,676
Other assets................................................ 3,029 3,670
Goodwill, net............................................... 223,479 222,747
-------- --------
Total assets...................................... $284,637 $288,434
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable....................................... $ 8,039 $ 8,587
Accrued expenses....................................... 16,183 16,105
Accrued compensation................................... 6,255 4,636
Billings in excess of costs............................ 2,449 2,207
Deferred revenue....................................... 1,480 1,477
Income taxes payable................................... 2,442 1,551
Current portion of long term debt...................... 1,477 1,227
-------- --------
Total current liabilities......................... 38,325 35,790
Accrued contingent consideration............................ 32,863 7,492
Long term debt, net of current portion...................... 9,242 39,780
-------- --------
Total liabilities................................. 80,430 83,062
Stockholders' Equity:
Preferred stock, $.01 par value; none issued........... -- --
Common stock, $.01 par value; 17,157,607 and 18,584,248
shares issued and outstanding, respectively........... 171 186
Additional paid-in capital............................. 178,505 194,252
Common stock issuable as contingent consideration...... 18,881 1,165
Retained earnings...................................... 6,650 9,769
-------- --------
Total stockholders' equity........................ 204,207 205,372
-------- --------
Total liabilities and stockholders' equity........ $284,637 $288,434
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
PROVANT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
------------------------
1998 1999
---------- ----------
<S> <C> <C>
Total revenue............................................... $ 23,710 $ 48,526
Cost of revenue............................................. 10,148 20,634
---------- ----------
Gross profit........................................... 13,562 27,892
Selling, general and administrative expenses................ 10,593 20,920
Goodwill amortization....................................... 380 1,145
---------- ----------
Income from operations................................. 2,589 5,827
Other Income................................................ -- 362
Interest expense, net....................................... (3) (232)
---------- ----------
Income before income taxes............................. 2,586 5,957
Provision for income taxes.................................. 1,187 2,838
---------- ----------
Net income............................................. $ 1,399 $ 3,119
========== ==========
Earnings per common share:
Basic....................................................... $ 0.14 $ 0.17
========== ==========
Diluted..................................................... $ 0.13 $ 0.17
========== ==========
Weighted average common shares outstanding:
Basic....................................................... 10,070,808 18,583,073
========== ==========
Diluted..................................................... 11,124,260 19,200,707
========== ==========
</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,
--------------------
1998 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................. $ 1,399 $ 3,119
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization........................... 711 1,761
Allowance for doubtful accounts......................... -- (59)
Gain on sale of business................................ -- (362)
Changes in operating assets and liabilities:
Accounts receivable..................................... 228 (4,417)
Inventory............................................... (186) (216)
Deferred income taxes................................... (109) --
Costs in excess of billings............................. (33) (1,051)
Prepaid expenses and other current assets............... (446) 267
Other assets............................................ 207 (651)
Accounts payable and accrued expenses................... (2,125) (22)
Accrued compensation.................................... 491 (1,543)
Billings in excess of costs............................. 141 (242)
Deferred revenue........................................ (155) (3)
Income taxes payable.................................... (230) (891)
-------- --------
Total adjustments.................................. (1,506) (7,429)
-------- --------
Net cash used in operating activities.............. (107) (4,310)
-------- --------
Cash flows from investing activities:
Payment of acquisition related costs.................... -- (795)
Proceeds from sale of business.......................... -- 833
Acquisitions of businesses, net of cash acquired........ (10,080) --
Additions to property and equipment..................... (40) (1,479)
Payment of contingent consideration..................... -- (25,850)
-------- --------
Net cash used in investing activities.............. (10,120) (27,291)
-------- --------
Cash flows from financing activities:
Issuance of common stock, net of offering costs......... -- (37)
Borrowings under line of credit......................... 6,644 33,500
Repayment of line of credit............................. -- (3,000)
Repayment of notes payable.............................. -- (314)
-------- --------
Net cash provided by financing activities.......... 6,644 30,149
-------- --------
Net decrease in cash and cash equivalents................... (3,583) (1,452)
Cash and cash equivalents, beginning of period.............. 6,394 2,216
-------- --------
Cash and cash equivalents, end of period.................... $ 2,811 $ 764
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest...................................... $ -- $ 66
======== ========
Cash paid for income taxes.................................. $ 1,557 $ 3,806
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
PROVANT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
PROVANT, Inc., a Delaware corporation (collectively with its subsidiaries,
"PROVANT" or the "Company"), provides a broad range of performance improvement
training services and products to Fortune 1000 companies, other large and
medium-sized corporations and government entities. The Company is a leading
single source provider of high-quality performance improvement training services
and products that are distributed through multiple delivery methods.
On May 4, 1998, PROVANT completed the initial public offering (the "IPO")
of its common stock (the "Common Stock") and simultaneously acquired in separate
merger transactions (the "Combination") seven companies engaged in providing
performance improvement training services and products (collectively referred to
as the "Founding Companies"). Since the completion of the IPO, the Company
acquired in separate transactions 11 additional companies (the "Subsequent
Acquisitions") engaged in providing performance improvement training services
and products (collectively such companies are referred to with the Founding
Companies as 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, 1999 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, 1999 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 uses
for its annual financial statements.
For financial statement purposes, PROVANT has been identified as the
accounting acquiror in all of its acquisitions to date. 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 for certain of the Subsequent Acquisitions were based on preliminary
estimates of fair value and may be changed as additional information becomes
available.
2. CONTINGENT CONSIDERATION
The merger agreements between PROVANT and each of the Founding Companies
provide for the payment of Contingent Consideration. With respect to five of the
Founding Companies, Contingent Consideration was paid in fiscal 1999 through the
issuance of 901,115 shares of Common Stock value at $9.4 million. For the
remaining two Founding Companies, Contingent Consideration consisting of 867,333
shares of Common Stock valued at $10.1 million and cash of $25.9 million was
paid in the first quarter of fiscal 2000.
The merger agreements between PROVANT and all but one of the Subsequent
Acquisitions provide for the payment of 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. The Contingent Consideration will be
paid in shares of Common Stock in accordance with a formula based on the
relationship of defined earnings before
6
<PAGE> 7
interest and taxes ("EBIT") or revenue of the acquired business to a specified
baseline EBIT or revenue target and certain other adjustments.
For the two Subsequent Acquisitions with Contingent Consideration based on
performance criteria associated with the year ended June 30, 1999, 499,994
shares of Common Stock valued at $5.1 million were issued in the first quarter
of fiscal 2000. The remaining accrued Contingent Consideration, consisting of
82,820 shares of Common Stock valued at $1.2 million and cash of $7.5 million,
will be paid in the second quarter of fiscal 2000 through the issuance of Common
Stock and borrowings under the Company's credit facility.
Contingent Consideration of cash and/or shares of Common Stock up to
maximum amounts of $1.5 million, $35.9 million and $18.3 million could be
payable based on performance criteria associated with the year ended December
31, 1999, the two years ended June 30, 2001 and the three years ended December
31, 2001, respectively. For two of the Subsequent Acquisitions, Contingent
Consideration of cash and/or shares of Common Stock are payable based entirely
on performance criteria over a three to four year period and is not currently
determinable.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per common share (dollars in thousands except per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
------------------------
1998 1999
---------- ----------
<S> <C> <C>
Numerator:
Basic net income............................................ $ 1,399 $ 3,119
Interest expense on convertible notes payable.......... -- 57
---------- ----------
Diluted net income..................................... $ 1,399 $ 3,176
========== ==========
Denominator:
Basic weighted average common shares outstanding....... 10,070,808 18,583,073
Shares to be issued as Contingent Consideration........ 856,884 82,820
Effect of dilutive securities: stock options, warrants
and convertible notes payable........................ 196,568 534,814
---------- ----------
Diluted weighted average common shares outstanding.......... 11,124,260 19,200,707
========== ==========
Basic earnings per common share............................. $ 0.14 $ 0.17
========== ==========
Diluted earnings per common share........................... $ 0.13 $ 0.17
========== ==========
</TABLE>
4. BUSINESS COMBINATIONS
The following is a reconciliation of net cash paid for acquisitions during
the three months ended September 30, 1998 (Dollars in thousands):
<TABLE>
<S> <C>
Fair value of assets acquired............................... $20,974
Liabilities assumed......................................... (4,929)
Fair value of Common Stock consideration issued............. (5,145)
-------
Cash paid................................................... 10,900
Less cash acquired.......................................... (820)
-------
Net cash paid for acquisitions............................ $10,080
=======
</TABLE>
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
PROVANT is a leading provider of high-quality performance improvement
training services and products that are distributed through multiple delivery
methods. PROVANT's clients include Fortune 1000 companies, other large and
medium-sized corporations and government entities. The Company offers both
customized and standardized services and products that are designed to improve
the performance of a client's workforce. In addition, the Company offers
consulting, needs assessment and project management services.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
(DOLLARS IN THOUSANDS):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
------------------------------------
1998 1999
---------------- ----------------
<S> <C> <C> <C> <C>
Total revenue................................... $23,710 100.0% $48,526 100.0%
Cost of revenue................................. 10,148 42.8% 20,634 42.5%
------- ----- ------- -----
Gross profit.................................... 13,562 57.2% 27,892 57.5%
Selling, general and administrative expenses.... 10,593 44.7% 20,920 43.1%
Goodwill amortization........................... 380 1.6% 1,145 2.4%
------- ----- ------- -----
Income from operations.......................... 2,589 10.9% 5,827 12.0%
======= ===== ======= =====
Net income...................................... $ 1,399 5.9% $ 3,119 6.4%
======= ===== ======= =====
</TABLE>
RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 (THE "1999 QUARTER")
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999 (THE "2000 QUARTER")
Revenue. Revenue increased $24.8 million, or 104.7%, from $23.7 million in
the 1999 Quarter to $48.5 million in the 2000 Quarter. The increase was
primarily attributable to revenues from businesses acquired during fiscal 1999
as well as increased service revenue, train-the-trainer seminars, license fees
and royalties.
Cost of Revenue. Cost of revenue as a percentage of revenue decreased from
42.8% in the 1999 Quarter to 42.5% in the 2000 Quarter, primarily due to revenue
growth being greater than the corresponding increase in costs and increased
higher-margin license revenues during the 2000 Quarter.
Gross Profit. Gross profit increased $14.3 million, or 105.7%, from $13.6
million in the 1999 Quarter to $27.9 million in the 2000 Quarter, primarily due
to the growth in revenue. As a percentage of revenue, gross profit increased
from 57.2% in the 1999 Quarter to 57.5% in the 2000 Quarter primarily due to an
increase in license fees in the 2000 Quarter.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $10.3 million, or 97.5%, from $10.6 million in
the 1999 Quarter to $20.9 million in the 2000 Quarter, primarily due to the
expenses of the businesses acquired during fiscal 1999 as well as the expansion
of corporate infrastructure and commission costs associated with increased
revenue. As a percentage of revenue, selling, general and administrative
expenses decreased from 44.7% in the 1999 Quarter to 43.1% in the 2000 Quarter
primarily due to a more efficient use of resources.
Goodwill Amortization. Goodwill amortization increased $765,000, from
$380,000 in the 1999 Quarter to $1,145,000 in the 2000 Quarter, due to
additional goodwill recorded in connection with acquisitions completed during
fiscal 1999 and contingent consideration recorded during fiscal 1999.
Income Taxes. Provision for income taxes increased $1,651,000, from
$1,187,000 in the 1999 Quarter to $2,838,000 in the 2000 Quarter, due to
increased income from businesses acquired during fiscal 1999.
8
<PAGE> 9
Other Income. Other income for the 2000 Quarter consisted of a $362,000
gain recorded on proceeds of $833,000 from the sale of a business.
Net Income. Net income increased $1.7 million or 122.9% from $1.4 million
in the 1999 Quarter to $3.1 million in the 2000 Quarter. Diluted earnings per
common share increased $0.04 or 30.8% from $0.13 in the 1999 Quarter to $0.17 in
the 2000 Quarter.
COMBINED LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999, the Company had cash of approximately $764,000
and outstanding indebtedness of $41.0 million. The Company has an $80.0 million
credit facility with related borrowings of $32.0 million at September 30, 1999.
The credit facility, which terminates on December 31, 2001, (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 and availability
under the credit facility will provide cash sufficient to satisfy the Company's
working capital requirements, debt service requirements and planned capital
expenditures for the next 12 months.
The Company has two effective shelf registration statements on Form S-4.
Each registration statement relates to the issuance of up to 3,000,000 shares of
Common Stock in connection with acquisitions. Of this amount, 3,736,180 shares
have been issued through November 10, 1999 and a currently undeterminable number
of shares may become issuable as contingent consideration under the registration
statements with respect to acquisitions completed before such date.
The merger agreements between PROVANT and each of the Founding Companies
provide for the payment of Contingent Consideration. With respect to five of the
Founding Companies, Contingent Consideration was paid in fiscal 1999 through the
issuance of 901,115 shares of Common Stock value at $9.4 million. For the
remaining two Founding Companies, Contingent Consideration consisting of 867,333
shares of Common Stock valued at $10.1 million and cash of $25.9 million was
paid in the first quarter of fiscal 2000.
The merger agreements between PROVANT and all but one of the Subsequent
Acquisitions provide for the payment of 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. The Contingent Consideration will be
paid in shares of Common Stock or cash in accordance with a formula based on the
relationship of defined earnings before interest and taxes ("EBIT") or revenue
of the acquired business to a specified baseline EBIT or revenue target and
certain other adjustments. For the two Subsequent Acquisitions with Contingent
Consideration based on performance criteria associated with the year ended June
30, 1999, 499,994 shares of Common Stock valued at $5.1 million were issued in
the first quarter of fiscal 2000. The remaining accrued Contingent
Consideration, consisting of 82,820 shares of Common Stock valued at $1.2
million and cash of $7.5 million, will be paid in the second quarter of fiscal
2000 through the issuance of Common Stock and borrowings under the Company's
credit facility. Contingent Consideration of cash and/or shares of Common Stock
up to maximum amounts of $1.5 million, $35.9 million and $18.3 million could be
payable based on performance criteria associated with the year ended December
31, 1999, the two years ended June 30, 2001 and the three years ended December
31, 2001, respectively. For two of the Subsequent Acquisitions, Contingent
Consideration of cash and/or shares of Common Stock are payable based entirely
on performance criteria over a three to four year period and is not currently
determinable.
THE YEAR 2000 ISSUE
The Company uses information technology ("IT") systems, such as
applications used in client order processing, inventory management, financial
business systems and various administrative functions (primarily "off-the-shelf"
applications), and non-IT systems, such as voice and data communications systems
and
9
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elevator and climate control systems, in its internal operations. In addition,
the Company delivers several of its products on technology-based platforms, such
as CD-ROM, intranets and the Internet.
Management has completed the assessment of the Company's internal IT and
non-IT systems and products that it delivers on technology-based platforms. The
assessment indicated the need to replace some personal computers and to upgrade
two phone switches. The Company believes that the products that it delivers on
technology-based platforms do not contain internal factors that would result in
the products being non-compliant and that the ability of these products to
function correctly throughout the millennium change will principally be
dependent on the compliance of the host platforms, which are beyond the
Company's control.
To date, the Company has incurred approximately $80,000 to remediate Year
2000 issues by upgrading or replacing systems identified as non-compliant as a
result of the Company's Year 2000 assessment. As of June 30, 1999, the Company
had completed its assessment and remediation of Year 2000 issues.
To the extent that the source code of internal IT and non-IT systems and
products delivered on technology-based platforms may be deficient with respect
to Year 2000 issues despite the Company's assessment and remediation efforts to
date, the failure 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. In addition, while PROVANT considers a company's Year
2000 compliance when considering acquisitions, Year 2000 issues may nonetheless
arise after an acquisition is completed.
The Company has completed its evaluation of its customers' and vendors'
contingency planning with respect to their potential Year 2000 deficiencies. The
Company is in the process of evaluating the need to develop a contingency plan
to address potential disruptions to its operations that may result from the Year
2000 issue.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133),
which requires that all derivative instruments be recorded on the balance sheet
at their fair values. Changes in the fair value of derivatives are recorded in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. In June 1999, the Financial Accounting Standards Board
issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 137), which amended the effective date of SFAS No. 133.
SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. We do not believe that the adoption of SFAS No. 133 will
have a material impact on the Company's financial condition or results of
operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ON MARKET RISK
The Company invests its cash in money market instruments. These instruments
are denominated in U.S. dollars. Due to the conservative nature of these
instruments, the Company does not believe that it has a material exposure to
interest rate or market risk. The investment portfolio is used to preserve the
Company's capital until it is required to fund operations or acquisitions. None
of these instruments are held for trading purposes. The Company does not own
derivative financial instruments.
The Company is exposed to interest rate risk in the ordinary course of
business. For fixed rate debt, interest rate changes affect the fair value but
do not impact earnings or cash flow. Conversely, for floating rate debt,
interest rate changes generally do not affect the fair market value, but do
impact future earnings or cash flow. A one-percentage increase in interest rates
would have an immaterial impact on the fair market value of the Company's debt
and future earnings or cash flow.
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
10
<PAGE> 11
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 the Company's
limited combined operating history, risks of integration, risks of internal
growth, risks associated with the Company's acquisition strategy, and the
Company's ability to attract and retain key personnel, to name a few, and are
hereby incorporated by reference from the risk factors included in Company's
Registration Statement on Form S-1 (file no. 333-70119) 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
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROVANT, INC.
By: /s/ RAJIV BHATT
----------------------------------
Rajiv Bhatt
Executive Vice President and
Chief Financial Officer
Date: November 12, 1999
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 764
<SECURITIES> 0
<RECEIVABLES> 38,643
<ALLOWANCES> 633
<INVENTORY> 3,639
<CURRENT-ASSETS> 54,341
<PP&E> 10,723
<DEPRECIATION> 3,047
<TOTAL-ASSETS> 288,434
<CURRENT-LIABILITIES> 35,790
<BONDS> 0
0
0
<COMMON> 186
<OTHER-SE> 195,417
<TOTAL-LIABILITY-AND-EQUITY> 288,434
<SALES> 48,526
<TOTAL-REVENUES> 48,526
<CGS> 20,634
<TOTAL-COSTS> 20,634
<OTHER-EXPENSES> 22,065
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 232
<INCOME-PRETAX> 5,957
<INCOME-TAX> 2,838
<INCOME-CONTINUING> 3,119
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,119
<EPS-BASIC> 0.17
<EPS-DILUTED> 0.17
</TABLE>
