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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
To Prospectus Dated March 31, 1999 REGISTRATION NO. 333-74725
3,000,000 Shares
PROVANT, INC.
Common Stock
This Prospectus Supplement supplements our Prospectus dated March 31,
1999 that forms a part of our Registration Statement on Form S-4 (File No.
333-74725) by providing our consolidated results of operations for the three-
and nine-month periods ended March 31, 1999, together with comparable pro forma
combined results for the three- and nine-month periods ended March 31, 1998.
This information comes from unaudited financial statements that management
thinks reflect all adjustments (consisting of normal recurring adjustments)
necessary to present the information fairly. The operating results for the
three- and nine-month periods ended March 31, 1999 do not necessarily indicate
results to be expected for any future period. This Supplement should be read in
conjunction with the Prospectus.
On April 23, 1999, we acquired Project Management Services, Inc., a
company based in Atlanta, Georgia that provides project implementation services
including on-site project management, skill building, training, mentoring and
internal process development. Since our initial public offering in May 1998, we
have acquired eight businesses. Each acquisition was accounted for under the
purchase method of accounting. The aggregate purchase price of these
acquisitions consisted of $43.5 million in cash, $1.0 million in notes and
2,729,339 shares of common stock (valued for purposes of purchase accounting at
approximately $40.3 million). Of these shares, 929,991 shares have been issued
to date under the Registration Statement of which this Prospectus forms a part.
The former owners of all but one of these businesses are entitled to receive
contingent consideration based upon the future performance of these businesses.
For accounting purposes, any contingent consideration paid in these
acquisitions will be treated as additional purchase price.
We regularly review potential acquisition candidates and have held
preliminary discussions with a number of such candidates. In addition, at any
given time we may have entered into one or more letters of intent or purchase
agreements to acquire such acquisition candidates.
[See operating results on next page.]
The date of this Prospectus Supplement is May 10, 1999.
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PROVANT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31, Nine Months Ended March 31,
1999 1998 1999 1998
---- ---- ---- ----
Pro Forma Pro Forma
Historical Combined Historical Combined
<S> <C> <C> <C> <C>
Total revenue......................... $36,213 $19,945 $91,663 $55,903
Cost of revenue....................... 15,022 8,475 38,484 24,423
------------- ------------- ------------ ------------
Gross profit.......................... 21,191 11,470 53,179 31,480
Selling, general and
administrative expenses............... 15,574 8,569 40,333 24,366
------------- ------------- ------------ ------------
Income from operations before
goodwill amortization................. 5,617 2,901 12,846 7,114
Goodwill amortization................. 699 334 1,672 1,001
------------- ------------- ------------ ------------
Income from operations................ 4,918 2,567 11,174 6,113
Interest income (expense), net . 30 3 (178) 2
------------- ------------- ------------ ------------
Income before income taxes............ 4,948 2,570 10,996 6,115
Provision for income taxes............ 2,259 1,162 5,068 2,846
------------- ------------- ------------ ------------
Net income............................ $2,689 $1,408 $5,928 $3,269
============= ============= ============ ============
Earnings per common share:
Basic................................. $ 0.19 $ 0.14 $ 0.49 $ 0.33
============= ============= ============ ============
Diluted............................... $ 0.18 $ 0.14 $ 0.46 $ 0.32
============= ============= ============ ============
Weighted average common shares outstanding:
Basic................................. 14,310 9,796 12,045 9,796
============= ============= ============ ============
Diluted............................... 15,307 10,169 12,914 10,169
============= ============= ============ ============
</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.
