================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------
FORM 10-Q
(Mark One)
(x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal quarter ended October 31, 2001
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to__________________.
Commission File Number 000-21535
------------------
ProsoftTraining
(Exact name of Registrant as specified in its charter)
NEVADA 87-0448639
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3001 Bee Caves Road, Suite 300, Austin, TX 78746
(Address of principal executive offices) (Zip Code)
(512) 328-6140
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share
(Title of class)
------------------
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 twelve (12) months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days. YES (X) NO ( )
The number of shares of the registrants' common stock, $.001 par value,
outstanding as of December 6, 2001 was 23,973,256 shares.
================================================================================
PROSOFTTRAINING
INDEX TO QUARTERLY REPORT ON FORM 10-Q
Page
----
PART I
Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations
Three months ended October 31, 2001 and October 31, 2000............................ 1
Consolidated Balance Sheets
October 31, 2001 and July 31, 2001.................................................. 2
Consolidated Statements of Cash Flows
Three months ended October 31, 2001 and October 31, 2000............................ 3
Notes to Consolidated Financial Statements.............................................. 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................. 9
PART II
Other Information
Item 2. Changes in Securities and Use of Proceeds................................................... 10
Item 4. Submission of Matters to a Vote of Security Holders......................................... 10
Item 6. Exhibits and Reports on Form 8-K............................................................ 10
Signatures ............................................................................................ 11
PROSOFTTRAINING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended October 31,
------------------------------
2001 2000
------------ --------------
Revenues:
Content $ 3,582 $ 6,672
Certification 859 703
Services 162 2,089
-------- --------
Total revenues 4,603 9,464
-------- --------
Costs and expenses:
Costs of revenue 2,309 3,835
Content development 497 472
Sales and marketing 1,568 1,666
General and administrative 1,744 1,929
Depreciation and amortization 891 770
Restructuring charge 762 --
-------- --------
Total costs and expenses 7,771 8,672
-------- --------
Income (loss) from operations (3,168) 792
Interest income 21 161
Interest expense (17) (14)
-------- --------
Income (loss) before income taxes (3,164) 939
Income tax benefit -- 200
-------- --------
Net income (loss) $ (3,164) $ 1,139
======== ========
Net income (loss) per share:
Basic $ (0.13) $ 0.05
======== ========
Diluted $ (0.13) $ 0.05
======== ========
Weighted average shares outstanding:
Basic 23,724 22,683
======== ========
Diluted 23,724 25,024
======== ========
See accompanying notes.
1
PROSOFTTRAINING AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
October 31, 2001 July 31, 2001
---------------- ------------
ASSETS (Unaudited)
------
Current assets:
Cash and cash equivalents $ 6,551 $ 5,136
Accounts receivable, less allowances of $1,111 and $1,003 2,930 3,663
Prepaid expenses and other current assets 596 615
----------------- ------------
Total current assets 10,077 9,414
Deferred income taxes 925 925
Property and equipment, net 1,594 1,735
Goodwill, net of accumulated amortization of $4,067 and $3,450 38,466 39,082
Courseware and licenses, net of accumulated amortization of $1,681 and $1,075 3,884 4,060
----------------- -------------
Total assets $ 54,946 $ 55,216
================= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 2,062 $ 2,352
Accrued expenses 2,832 2,633
Current portion of capital lease obligations 94 121
Accrued restructure costs 484 161
----------------- ------------
Total current liabilities 5,472 5,267
Long-term debt 2,500 -
Obligations under capital leases, net of current portion 162 158
Other 200 200
----------------- ------------
Total liabilities 8,334 5,625
----------------- ------------
Common stock subject to redemption 19 19
Stockholders' equity:
Common shares, par value $.001 per share: authorized shares: 75,000,000;
issued: 23,973,256 and 23,686,898 shares 24 24
Additional paid-in capital 104,196 104,016
Accumulated deficit (57,557) (54,394)
Accumulated other comprehensive income 5 1
Less common stock in treasury, at cost: 11,912 shares (75) (75)
----------------- ------------
Total stockholders' equity 46,593 49,572
----------------- ------------
Total liabilities and stockholders' equity $ 54,946 $ 55,216
================= ============
See accompanying notes.
2
PROSOFTTRAINING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended October 31,
------------------------------
2001 2000
-------- --------
Operating activities:
Net income (loss) $ (3,164) $ 1,139
Adjustments to reconcile net income (loss) to cash provided by
(used in) operating activities:
Depreciation and amortization 1,195 769
Restructuring 692 -
Deferred income taxes - (200)
Changes in operating assets and liabilities:
Accounts receivable 752 (969)
Prepaid expenses and other current assets 95 (408)
Accounts payable (328) (195)
Accrued expenses 61 368
Accrued restructure costs (58) (4)
-------- --------
Net cash provided by (used in) operating activities (755) 500
Investing activities:
Acquisition of business, net of cash acquired - (300)
Purchases of property and equipment (88) (261)
Courseware and license purchases (224) -
-------- --------
Net cash used in investing activities (312) (561)
Financing activities:
Issuance of common stock 5 137
Principal payments on capital leases (24) (19)
Issuance of long-term debt 2,500 -
Debt issuance costs (20) -
Other - (150)
-------- --------
Net cash provided by (used in) financing activities 2,461 (32)
Effects of exchange rates on cash 21 (25)
-------- --------
Net increase (decrease) in cash and cash equivalents 1,415 (118)
Cash and cash equivalents at beginning of year 5,136 13,044
-------- --------
Cash and cash equivalents at end of year 6,551 $ 12,926
======== ========
Supplementary disclosure of cash paid during the year for:
Interest $ 7 $ 11
======== ========
Income taxes $ - $ -
======== ========
Noncash financing activities:
Common stock issued under separation agreements $ 175 $ -
======== ========
See accompanying notes.
3
PROSOFTTRAINING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
1. General
These consolidated financial statements do not include footnotes and
certain financial information normally presented annually under accounting
principles generally accepted in the United States of America and, therefore,
should be read in conjunction with the Consolidated Financial Statements and the
Notes thereto contained in the Company's 2001 Annual Report on Form 10-K filed
with the Securities and Exchange Commission. The results of operations for the
three-month period ended October 31, 2001, are not necessarily indicative of
results that can be expected for the fiscal year ending July 31, 2002. The
interim consolidated financial statements are unaudited but contain all
adjustments, consisting of normal recurring adjustments management considers
necessary to present fairly its consolidated financial position, results of
operations, and cash flows as of and for the interim periods. The year-end
balance sheet data was derived from audited financial statements, but does not
include all disclosures required by accounting principles generally accepted in
the United States of America.
Certain prior period amounts have been reclassified to conform to the
current period presentation.
2. Comprehensive income
The components of comprehensive income for the three months ended October
31, 2001 and 2000 are as follows:
2001 2000
---- ----
Net income (loss) $(3,164) $ 1,139
Other comprehensive income (loss):
Foreign currency translation adjustments 4 (87)
------- -------
Comprehensive income (loss) $(3,160) $ 1,052
======= =======
3. Restructuring
In the quarter ended October 31, 2001, the Company recorded a $762 charge
for restructuring primarily due to severance and other employee related costs.
The following table displays the activity and balances of the accrued
restructure costs account:
Balance Balance
July 31, 2001 Charge Settled October 31, 2001
------------- ------ ------- ----------------
Severance and other employee related costs $ - $ 729 $ 381 $ 348
Other 162 33 59 136
------ ------ ------- -------
$ 162 $ 762 $ 440 $ 484
====== ====== ======= =======
The Company anticipates that the remaining amounts to be settled will be
substantially completed by year-end of fiscal 2002.
4
4. Earnings Per Share of Common Stock
Basic earnings per common share were calculated by dividing net income
(loss) by the weighted average number of common shares outstanding during the
period. Diluted earnings per common share was calculated by dividing net income
by the weighted average number of common shares outstanding plus all additional
common shares that would have been outstanding if potentially dilutive common
shares had been issued.
The following table reconciles the number of shares utilized in the
earnings per share calculations for the three-month periods ended October 31,
2001 and 2000.
2001 2000
---- ----
Common Shares - basic 23,723,980 22,683,269
Effect of dilutive securities:
Stock options - 1,404,408
Other - 936,584
---------- ----------
Common Shares - diluted 23,723,980 25,024,261
========== ==========
5. Debt
On October 16, 2001, the Company received $2,500 from Hunt Capital Growth
Fund II, L.P. ("Hunt Capital") pursuant to the issuance to Hunt Capital of a
Subordinated Secured Convertible Note. The Note is secured by all of the assets
of the Company, has a five-year term, carries a 10% coupon, and does not require
any interest payments until maturity. The Note is convertible into Common Stock
of the Company at $0.795, which was 120% of the ten-day average closing market
price of the Common Stock at closing. Hunt Capital may accelerate the maturity
of the Note upon certain events, including a sale or change of control of the
Company or an equity financing by the Company in excess of $2,500. In addition,
as further consideration for the investment, Hunt Capital received the right to
certain payments upon a sale of the Company in a transaction whose value falls
below $145,000. The potential payment is $1,000 unless the transaction value
falls below $60,000 at which point the payment would grow on a pro-rata basis to
$4,500 if the transaction value falls below $10,000.
6. Acquisitions
In December 2000, the Company purchased all the assets of Mastery Point
Learning Systems, Inc. (Mastery) in exchange for $2,500 in cash and 164,000
shares of the Company's common stock. Shares issued in connection with the
purchase have been valued at $1,500. As a result of the acquisition of Mastery,
which was accounted for as a purchase, the Company recorded goodwill of $4,155.
Pro forma operating results giving effect to the Mastery acquisition as
though this acquisition occurred on August 1, 2000 are not presented because it
is not materially different than the Company's actual results.
7. Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142 (SFAS) 142), Goodwill and Intangible
Assets, which revises the accounting for purchased goodwill and intangible
assets. Under SFAS 142, goodwill and intangible assets with indefinite lives
will no longer be amortized, but will be tested for impairment annually as well
as in the event of an impairment indicator. The Company will adopt SFAS 142
effective August 1, 2002. For the three months ended October 31, 2001, goodwill
amortization increased net loss by $681 and net loss per share by approximately
$0.03 per share
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contain forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. In addition, forward-looking
statements include, but are not limited to, statements regarding future
financing needs, changes in business strategy, future profitability, and factors
affecting liquidity. A number of important factors could cause the Company's
actual results to differ materially from those indicated by such forward-looking
statements, including those factors discussed under "Additional Factors That May
Affect Results Of Operations and Market Price Of Stock" on Page 8. These
forward-looking statements represent the Company's judgment as of the date of
the filing of this Form 10-Q. The Company disclaims any intent or obligation to
update these forward-looking statements. For the purposes of this Form 10-Q,
"we" and "our" refers to the Company.
OVERVIEW
ProsoftTraining is a leading provider of information technology ("IT")
curriculum and certifications to help individuals develop, upgrade and validate
critical IT skills. We sell and license our courseware, certifications and
instructional services to academic institutions, commercial training centers,
internal corporate training departments and individuals around the world.
DEVELOPMENT OF BUSINESS
ProsoftTraining was founded in 1995 as a proprietorship that delivered
training in vocational and advanced technical subjects. After completing a
private placement of stock in March 1997, the Company embarked on a strategy to
build a nationwide network of learning centers to teach technical skills for the
emerging Internet market. Overhead costs associated with the "bricks-and-mortar"
network significantly outpaced revenues. In fiscal year 1999, the Company closed
the learning center network and focused exclusively on selling its educational
programs and instructional services to the technology training industry.
RESULTS OF OPERATIONS
Revenues
Total revenues were $4.60 million in the three months ended October 31,
2001, compared with $9.46 million in the three months ended October 31, 2000, a
decrease of $4.86 million, or 51%. The decrease was attributable to the economic
slowdown and a reduction in corporate training activities.
Content revenues decreased 46%, or $3.09 million, to $3.58 million for
the three months ended October 31, 2001, compared with $6.67 million for the
three months ended October 31, 2000.
Services revenue decreased 92%, or $1.93 million, to $0.16 million for
the three months ended October 31, 2001, compared with $2.09 million for the
three months ended October 31, 2000. In addition to the items discussed above,
the decrease was attributable to an increase in CIW certified instructors at our
CIW channel partners and a decrease in demand for our non-CIW services business.
Certification revenues increased 22%, or $0.16 million, to $0.86
million for the three months ended October 31, 2001, compared with $0.70 million
for the three months ended October 31, 2000. Certification revenues consist of
CIW certification exam fees and annual fees received from CIW Authorized
Training Providers ("ATP").
Costs of Revenues
Costs of revenues were $2.31 million in the three months ended October
31, 2001, compared with $3.84 million in the three months ended October 31,
2000, a decrease of $1.53 million, or 40%. The decrease was
6
attributable to lower revenues. As a percentage of revenue, gross profit,
defined as total revenues less costs of revenue, decreased to 50% in the three
months ended October 31, 2001, compared with 59% in the three months ended
October 31, 2000. The decrease in gross profit was primarily due to negative
gross profit in the services business because of the fixed cost nature of that
business and lower revenues.
Content Development
Content development expenses were $0.50 million in the three months
ended October 31, 2001, compared with $0.47 million in the three months ended
October 31, 2000, an increase of $0.03 million, or 5%. The increase was
attributable to higher personnel costs associated with updating an expanded
library of courseware and new e-learning products.
Sales and Marketing
Sales and marketing expenses were $1.57 million in the three months
ended October 31, 2001, compared with $1.67 million in the three months ended
October 31, 2000, a decrease of $0.10 million, or 6%. The decrease was
attributable to lower sales commissions, offset partially by an increase in the
number of employees.
General and Administrative
General and administrative expenses were $1.74 million in the three
months ended October 31, 2001, compared with $1.93 million in the three months
ended October 31, 2000, a decrease of $0.19 million, or 10%. The decrease was
attributable to lower personnel costs associated with the restructuring that
occurred in the last quarter of fiscal year 2001 and the three months ended
October 31, 2001.
Depreciation and Amortization
Depreciation and amortization expenses were $0.89 million in the three
months ended October 31, 2001, compared with $0.77 million in the three months
ended October 31, 2000, an increase of $0.12 million, or 16%. The increase was
primarily attributable to the amortization of goodwill associated with the
acquisition of Mastery Point Learning Systems in the second quarter of fiscal
year 2001.
Restructuring Charge
A restructuring charge of $0.76 million was recorded in the three
months ended October 31, 2001 to account for severance expenses and other costs.
The restructuring charge consisted of severance and other employee-related costs
of $0.73 million and other costs of $0.03 million.
Interest Income and Interest Expense
Interest income decreased $0.14 million in the three months ended
October 31, 2001, from $0.16 in the three months ended October 31, 2000. The
decrease in interest income is attributable to lower cash balances during the
current period.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $0.76 million in the three
months ended October 31, 2001, compared with cash provided by operating
activities of $0.50 million for the three months ended October 31, 2000, a
decrease of $1.26 million. The decrease in net cash from operating activities
for the first quarter of fiscal 2002 was primarily due to a loss from
operations, offset by depreciation and amortization, a non-cash restructuring
charge and by an increase in net operating assets over net operating
liabilities.
Net cash used in investing activities was $0.31 million for the three
months ended October 31, 2001, compared with $0.56 million in the same year-ago
period. The decrease in net cash used in investing activities of $0.25
7
million, was primarily due to pre-payments associated with the Mastery Point
Learning Systems acquisition, which was finalized in the second quarter of
fiscal year 2001.
Net cash provided by financing activities was $2.46 million for the
three months ended October 31, 2001, compared with net cash used in financing
activities of $0.03 for the three months ended October 31, 2000. The increase in
net cash provided by financing activities was due to the issuance of a $2.5
million Subordinated Secured Convertible Note in October 2001.
In November 1998, we entered into an Accounts Receivable Line of Credit
agreement with a bank whereby up to 80% of the accounts receivable can be
advanced, up to $3.5 million. We have not borrowed under this line of credit.
Management believes that, with respect to its current operations, cash
on hand and funds from operations, together with our credit facility, will be
sufficient to cover reasonably foreseeable working capital and capital
expenditure requirements. Future financings, if required, will be arranged to
meet Prosoft's requirements with the timing, amount and form of issue depending
on the prevailing market and general economic conditions.
ADDITIONAL FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND MARKET PRICE OF
STOCK
The discussions in this Form 10-Q concerning future financing needs,
changes in business strategy, future profitability, and factors affecting
liquidity contain forward-looking statements. Although we believe that these
statements are reasonable in view of the facts available to us, no assurance can
be given that all of these statements will prove to be accurate. Numerous
factors could have a material effect upon whether these projections could be
realized or whether these trends will continue. Among these factors are those
set forth in the following section, as well as those discussed elsewhere herein.
POSSIBILITY OF CONTINUING LOSSES
We have incurred net losses of approximately $58 million from our
inception on December 5, 1995, through October 31, 2001. For the year ended July
31, 2000, we reported net income of $1.62 million, but for the year ended July
31, 2001, we reported a net loss of $4.17 million, despite significant revenue
growth. Our ability to continue to generate revenue growth in the future is
subject to uncertainty. In order to achieve profitability, we must increase our
revenues and manage our expenses. We cannot assure you that we will be able to
continue to increase revenues, manage expenses or achieve profitability.
UNCERTAINTY OF FUTURE CAPITAL REQUIREMENTS
Since our inception, we have been dependent on outside financing to
fund our operations and growth. We have raised approximately $85 million from
private placements and incurred losses of approximately $58 million from our
inception through October 31, 2001. We currently expect that cash on hand and
funds from operations will be sufficient to meet our minimum foreseeable working
capital, capital expenditure and capital lease requirements for the next 12
months. However, if we do not attain profitability and generate positive cash
flow as anticipated, our ability to continue as a going concern may be
jeopardized unless additional outside financing can be obtained.
UNCERTAINTY OF FUTURE FUNDING
If we do not achieve profitability and generate positive cash flow as
anticipated, we may need additional outside financing. Even if we do return to
profitability and positive cash flow, we may need outside financing to fund
further growth of our business. We do not know at this time when we may need
additional funds, and we cannot be certain that if we do need additional funds
in the future, we will be able to obtain them on terms satisfactory to us, if at
all. If we are unable to raise additional funds when necessary, we may have to
reduce planned expenditures, scale back our operations or growth, or enter into
financing arrangements on terms which we would not otherwise accept.
8
INTENSE COMPETITION IN TRAINING MARKET
We face substantial competition in the training market. Competition in
the information technology training market is intense, rapidly changing and
affected by the rapidly evolving nature of the information technology industry.
A number of other companies offer products and services similar to ours, and
additional new competitors may emerge in the future. Many of our existing
competitors have substantially greater capital resources, technical expertise,
marketing experience, research and development status, established customers and
facilities than we do. As a result, there is a risk that we will not be able to
successfully compete with existing and future competitors, which would adversely
affect our financial performance.
NEED TO RESPOND TO RAPID TECHNOLOGICAL CHANGES
In our industry, technology advances rapidly and industry standards
change frequently. To remain competitive and achieve profitability, we must
continually enhance our existing products and services and promptly introduce
new products, services, and technologies to meet the changing demands of our
customers. Our failure to respond to technological changes quickly will
adversely affect our financial performance.
EFFECT OF MARKET OVERHANG ON STOCK PRICE
Future sales of our Common Stock could depress the market price of our
Common Stock. In addition, the perception that such sales will occur could also
adversely affect the price. As long as certain registration statements, which
have been filed with the SEC, remain effective, the selling stockholders under
those registration statements may sell approximately 6.2 million shares, or
approximately 25% of the shares of Common Stock currently outstanding on a
diluted basis. These shares were privately issued and are otherwise subject to
restrictions on resale under securities laws. Any such sales, or even the market
perception that such sales could be made, may depress the price of the Common
Stock. The majority of the shares registered are already saleable under Rule
144.
VOLATILITY OF STOCK PRICE
Our Common Stock has experienced substantial price volatility, which
may continue to occur in the future. Additionally, the stock market from time to
time experiences significant price and volume fluctuations that are unrelated to
the operating performance of particular companies. These broad market
fluctuations may also adversely affect the market price of our Common Stock. In
addition to such broad market fluctuations, factors such as the following may
have a significant effect on the market price of our Common Stock:
. fluctuations in our operating results
. the perception by others of our ability to obtain any necessary new
financing
. limited trading market for our Common Stock
. announcements of new ventures or products and services by us or our
competitors
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
9
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) Recent Sales of Unregistered Securities
On October 16, 2001, the Company sold a $2.5 million Subordinated Secured
Convertible Note to Hunt Capital Growth Fund II, L.P. ("Hunt Capital"). The Note
has a five-year term and is convertible into Common Stock of the Company at
$0.795 per share. The Company believes that the issuance to this institutional
investor was exempt from the registration requirements of the Securities Act of
1933, as amended (the "Act"), in reliance on the exemption set forth in Rule 506
of Regulation D promulgated under the Act.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Company's Annual Meeting of Stockholders was held on November 27, 2001.
At the Annual Meeting, the following directors were elected to serve as Class II
directors for a three-year term and until their respective successors are
elected and qualified.
Votes For Votes Withheld
--------- --------------
Jeffrey G. Korn 18,967,739 169,918
Charles McCusker 18,967,739 169,918
In addition, the stockholders approved the following proposal:
Votes For Votes Against Abstentions
--------- ------------- -----------
Approval of an amendment to the Company's
Amended and Restated Articles of
Incorporation to change the name of the
Company to ProsoftTraining 19,053,388 86,150 15,076
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Reports on Form 8-K
A Current Report on Form 8-K dated October 25, 2001, was filed with the
Securities and Exchange Commission reporting the receipt of $2.5 million from
Hunt Capital pursuant to the issuance to Hunt Capital of a Subordinated Secured
Convertible Note, and the termination of Mr. David I. Perl, President and Chief
Operating Officer, and Mr. Jeffrey G. Korn, General Counsel, effective October
31, 2001.
10
SIGNATURES
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.
ProsoftTraining
Dated: December 12, 2001
/s/ JERRELL M. BAIRD
------------------------------
Jerrell M. Baird
Chairman of the Board and
Chief Executive Officer
(Duly Authorized Officer)
Dated: December 12, 2001
/s/ ROBERT G. GWIN
------------------------------
Robert G. Gwin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
11