PRT Group, Inc.
Proposed Ticker:PRTG 342 Madison Avenue, 11th Floor
Exchange:NASDAQ-National Market New York, NY 10173
Industry:High-Tech (SIC Code 7371) (212) 922-0800
# of Employees:0

Filing Information
Type of Shares:Common Shares Filing Date:9/23/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $69,000,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Smith Barney Inc.Lead Manager (212) 723-7300
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Punk, Ziegel & KnoellCo-manager (212) 308-9494
UBS Securities Inc.Co-manager (212) 821-4510

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Skadden, Arps, Slate, Meagher & Flom
Bank's Law Firm: Chadbourne & Parke
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$23.80$21.31$9.77Assets:$25.02
Net Income:-$3.39-$2.44-$0.71Curr Assets:$18.75
EPS:Liabilities:$29.59
Prior EPS:-$5.43-$1.45Curr Liabilities:$9.72
Cash Flow/Oper:-$2.53$1.39$0.82Equity:-$4.58
Cash Flow/Fin:$18.81-$2.91-$0.23Cash:$7.90
Cash Flow/Inv:-$2.52-$2.91Working Cap:$9.03

Business Description
The company provides information technology solutions and services internationally, primarily to Fortune 500-sized companies. PRT provides a number of services including Strategic Consulting, Project Solutions and Staff Augmentation. The company offers full life cycle solutions, beginning with the understanding of the client's business issues and continuing through: (i) problem analysis, (ii) solution architecture and design, (iii) coding, (iv) testing and (v) ongoing maintenance. This life cycle approach, supported by strict software engineering principles embodied in the Company's Process Asset Library ("PAL") framework, as well as an internal, independent software quality assurance function allows the Company to provide high-quality, effective solutions. The company offers its services to clients at their site or off-site. The Company has offices in Connecticut, Illinois, New Jersey, New York and Virginia. In addition, the Company has Software Development Centers ("SDCs") in Barbados, West Indies, and the Hartford, Connecticut area and a recruitment center in Mumbai, formerly Bombay, India. The Company anticipates opening a third SDC in Chennai, formerly Madras, India in 1998.

Competition
The Company experiences intense competition. The market for services such as those PRT offers is very broad and such services are offered by a large number of private and public companies, many of which are significantly larger than, and have greater financial, technical and marketing resources than, PRT. Additionally, in certain sectors of the Company's business, particularly Staff Augmentation, there are few barriers to entry and new competitors do and are expected to enter the market. As competitors enter the market to provide services similar to the Company, PRT's ability to compete effectively will increasingly depend upon the quality and price of its services. Competition could have a material adverse effect on the Company's business, operating results and financial condition.

Business Plan
The company has established four primary growth strategies in order to expand revenues and enhance profitability. These growth strategies include: (I) Expanding client relationships, (ii) Building and expanding Software Development Centers, (iii) capitalizing on investments in infrastructure and personnel and (iv) continuing to pursue strategic acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used for expansion of existing operations, including the company's SDC's development of new service capabilities, payment of cumulative 4% dividends on the company's Convertible Preferred Stock and distributions on the company's Unit Warrants, general corporate purposes including working capital and possible acquisitions of related businesses.

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