<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period (13 weeks) ended October 30, 1999

                                       OR

[ ] 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 1-14923
                       -------

                        PROVANTAGE HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                 54-1508848
--------------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

N19 W24130 Riverwood Drive, Waukesha, Wisconsin                 53188
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code           262/312-3000
                                                  ------------------------------

Former name, former address and former fiscal year, if changed since last
report:

--------------------------------------------------------------------------------
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 report(s)), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X      No
    ---        ---

The number of shares outstanding of each of the issuer's classes of Common Stock
as of December 8, 1999 is as follows:

     Title of Each Class                                  Shares Outstanding
     -------------------                                  ------------------

     Common Shares                                        18,150,000

     Exhibit Index                                        Page 1 of Page 19
     on Page 19


                                       1
<PAGE>   2

                        PROVANTAGE HEALTH SERVICES, INC.

                                    FORM 10-Q

              FOR THE 13 WEEKS AND 39 WEEKS ENDED OCTOBER 30, 1999

                                      INDEX


                                                                            Page
                                                                            ----

Part I   Item 1 - Financial Statements

                  Consolidated Statements of Net Earnings for the 13         3
                  weeks ended October 30, 1999 and October 31, 1998

                  Consolidated Statements of Net Earnings for the 39         4
                  weeks ended October 30, 1999 and October 31, 1998

                  Consolidated Balance Sheets as of October 30, 1999,        5
                  and January 30, 1999

                  Consolidated Statements of Cash Flows for the 39           6
                  weeks ended October 30, 1999 and October 31, 1998

                  Consolidated Statements of Stockholders' Equity for        7
                  the 39 weeks ended October 30, 1999 and for the period
                  ended January 30, 1999

                  Notes to Consolidated Financial Statements               8-9

         Item 2 - Management's Discussion and Analysis of Financial      10-15
                  Condition and Results of Operations

         Item 3 - Quantitative and Qualitative Disclosure About             15
                  Market Risk

Part II  Item 2 - Changes in Securities and Use of Proceeds                 16

         Item 5 - Other Information                                         16

         Item 6 - Exhibits and Reports on Form 8-K                          17

         Signatures                                                         18



                                       2






<PAGE>   3

                         PART I - FINANCIAL INFORMATION


Item 1:  Financial Statements


CONSOLIDATED STATEMENTS OF NET EARNINGS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
ProVantage Health Services, Inc.                                            Third Quarter (13 Weeks)
                                                                                     Ended
---------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
                                                                      October 30,         October 31,
                                                                          1999               1998             % Increase
---------------------------------------------------------------------------------------------------------------------------
                                                                                (UNAUDITED)

<S>                                                               <C>                 <C>                            <C>
Revenues                                                             $      225,872      $     164,785                37.1
Costs and expenses:
       Cost of revenues                                                     211,312            153,151
       Selling, general and administrative expenses                           8,094              6,300
       Depreciation and amortization expenses                                 2,213              1,735
                                                                     ---------------     --------------
                                                                            221,619            161,186                37.5
                                                                     ---------------     --------------

Income from operations                                                        4,253              3,599                18.2
Interest income - net                                                           276                 25
                                                                     ---------------     --------------


Earnings before income taxes                                                  4,529              3,624                25.0
Provision for income taxes                                                    1,924              1,580
                                                                     ---------------     --------------


Net Earnings                                                         $        2,605      $       2,044                27.4
                                                                     ===============     ==============



Basic net earnings per common share                                  $         0.14      $        0.16
                                                                     ===============     ==============

Weighted average number of common shares
       outstanding                                                           18,150             12,550


Diluted net earnings per common share                                $         0.14      $        0.16
                                                                     ===============     ==============


Adjusted weighted average number of common
       shares outstanding                                                    18,150             12,550
</TABLE>

See notes to consolidated financial statements.



                                       3
<PAGE>   4

CONSOLIDATED STATEMENTS OF NET EARNINGS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
ProVantage Health Services, Inc.                                             Year To Date (39 weeks)
                                                                                      Ended
---------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
                                                                       October 30          October 31
                                                                          1999                1998            % Increase
---------------------------------------------------------------------------------------------------------------------------
                                                                                (UNAUDITED)
<S>                                                                <C>                 <C>                          <C>
Revenues                                                             $      655,714      $      459,545               42.7
Costs and expenses:
       Cost of revenues                                                     613,541             426,466
       Selling, general and administrative expenses                          23,665              18,067
       Depreciation and amortization expenses                                 6,404               4,933
                                                                     ---------------     ---------------
                                                                            643,610             449,466               43.2
                                                                     ---------------     ---------------

Income from operations                                                       12,104              10,079               20.1
Interest income - net                                                           680                 213
                                                                     ---------------     ---------------


Earnings before income taxes                                                 12,784              10,292               24.2
Provision for income taxes                                                    5,439               4,512
                                                                     ---------------     ---------------


Net Earnings                                                         $        7,345      $        5,780               27.1
                                                                     ===============     ===============



Basic net earnings per common share                                  $         0.50      $         0.46
                                                                     ===============     ===============

Weighted average number of common shares
       outstanding                                                           14,761              12,550


Diluted net earnings per common share                                $         0.50      $         0.46
                                                                     ===============     ===============


Adjusted weighted average number of common
       shares outstanding                                                    14,764              12,550
</TABLE>



See notes to consolidated financial statements.




                                       4
<PAGE>   5


CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
ProVantage Health Services, Inc.
----------------------------------------------------------------------------------------------------------------------------
(In thousands)
                                                                          October 30,            January 30,
ASSETS                                                                        1999                   1999
----------------------------------------------------------------------------------------------------------------------------
                                                                          (UNAUDITED)
<S>                                                                       <C>                    <C>
Current assets:
      Cash and cash equivalents                                           $     14,164           $      24,680
      Receivables, less allowances for losses of
         $1,372 and $1,314, respectively                                       114,358                  83,483
      Pharmaceutical inventories                                                 3,577                   3,121
      Other current assets                                                       2,506                   2,343
                                                                          -------------          --------------
           Total current assets                                                134,605                 113,627


Other assets - net                                                               3,312                   3,295
Intangible assets - net                                                         65,617                  66,053
Property and equipment - net                                                    22,372                  15,276
                                                                          -------------          --------------
           Total assets                                                   $    225,906           $     198,251
                                                                          =============          ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------------------------------


Current liabilities:
      Short-term debt                                                     $        -             $         968
      Accounts payable - trade                                                  50,657                  65,566
      Accounts payable - ShopKo Stores, Inc.                                    10,308                     -
      Accrued liabilities                                                       16,258                  13,199
                                                                          -------------          --------------
           Total current liabilities                                            77,223                  79,733


Deferred income taxes                                                            3,792                   3,521
Minority interest                                                                3,291                   2,949
Stockholders' equity:
      Common stock                                                                 182                     126
      Additional paid-in capital                                               138,394                  88,997
      Retained earnings                                                          3,024                  22,925
                                                                          -------------          --------------
      Total stockholders' equity                                               141,600                 112,048
                                                                          -------------          --------------
              Total liabilities and stockholders' equity                  $    225,906           $     198,251
                                                                          =============          ==============
</TABLE>

See notes to consolidated financial statements.







                                       5
<PAGE>   6


CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
ProVantage Health Services, Inc.                                 Year to Date (39 Weeks) Ended
-------------------------------------------------------------------------------------------------------------
(In thousands)
                                                             October 30,                  October 31,
                                                                1999                         1998
-------------------------------------------------------------------------------------------------------------
                                                                            (UNAUDITED)
<S>                                                          <C>                            <C>
Cash flows from operating activities:
        Net earnings                                         $  7,345                      $  5,780
        Adjustments to reconcile net earnings to net
          cash provided by operating activities:
            Depreciation and amortization                       6,404                         4,933
            Provision for losses on receivables                   583                           429
            Deferred income taxes                                 256                             1
            Change in assets and liabilities:
               Receivables                                    (31,116)                      (13,268)
               Pharmaceutical inventories                        (456)                         (910)
               Other current assets                              (148)                       (1,905)
               Other assets                                       (57)                         (480)
               Accounts payable                                (4,601)                      (10,572)
               Accrued liabilities                              5,559                        (1,052)
-------------------------------------------------------------------------------------------------------------
                Net cash (used in) operating activities       (16,231)                      (17,044)
-------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
        Payments for property and equipment                   (10,524)                       (6,002)
        Business acquisitions, net of cash acquired            (5,000)                         (943)
-------------------------------------------------------------------------------------------------------------
                Net cash (used in) investing activities       (15,524)                       (6,945)
-------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
        Change in short-term debt                                (968)                          (13)
        Issuance of common stock                               92,369                           -
        Dividend paid to parent                               (73,744)                          -
        Capital contribution                                    3,582                        12,762
        Change in long-term debt                                  -                            (913)
-------------------------------------------------------------------------------------------------------------
                 Net cash provided by financing activities     21,239                        11,836
-------------------------------------------------------------------------------------------------------------
Net (decrease) in cash and cash equivalents                   (10,516)                      (12,153)
Cash and cash equivalents at beginning of period               24,680                        12,533
-------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                   $ 14,164                      $    380
=============================================================================================================
</TABLE>

See notes to consolidated financial statements.



                                       6
<PAGE>   7



CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
ProVantage Health Services, Inc.
----------------------------------------------------------------------------------------------------------------------------
(In thousands, except share data)

                                                            Common Stock
                                                    ----------------------------   Additional
                                                                                     Paid-in           Retained
                                                     Shares           Amount         Capital           Earnings
----------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>           <C>              <C>               <C>
BALANCES AT JANUARY 31, 1998                         12,550        $     126        $  76,522         $  13,443

Capital contribution                                    -                -             12,475               -

Net earnings                                            -                -                -               9,482
                                                ----------------------------------------------------------------
BALANCES AT JANUARY 30, 1999                         12,550              126           88,997            22,925

Dividend paid to parent                                 -                -            (46,498)          (27,246)

Sale of common stock under public offering            5,600               56           92,313               -

Net earnings                                            -                -                -               7,345

Capital contribution                                    -                -              3,582               -

                                                ----------------------------------------------------------------
BALANCES AT OCTOBER 30, 1999                         18,150        $     182        $ 138,394         $   3,024
                                                ================================================================
</TABLE>




Interim data subject to year end audit.


See notes to consolidated financial statements.




                                       7
<PAGE>   8



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Policies:

The Company's consolidated financial statements and the notes to the
consolidated financial statements in the Registration Statement on Form S-1
contain a summary of significant accounting policies. The same accounting
policies are followed in the preparation of interim reports.

In June 1998, Statement of Financial Accounting Standard ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," was issued. The
Company believes this statement will have no significant impact on the Company's
consolidated financial statements.

Intangible Assets:

The fair value of the intangible assets of businesses acquired are amortized
using the straight-line method over 18 to 22 years. Accumulated amortization for
these assets was $12.3 million and $8.4 million at October 30, 1999 and October
31, 1998, respectively.

Income Taxes:

The provision for income tax expense for the first three quarters of fiscal 1999
was $5.4 million, of which $5.1 million is for current taxes and $0.3 million is
for deferred taxes. Deferred income taxes reflect the net tax effect of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.

Net Earnings Per Common Share:

Basic net earnings per common share are computed by dividing net earnings by the
weighted average number of common shares outstanding. Diluted net earnings per
common share are computed by dividing net earnings by the weighted average
number of common shares outstanding increased by the number of dilutive
potential common shares based on the treasury stock method.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reporting period. Actual results could differ from those estimates.



                                       8
<PAGE>   9




Major Customers:

For the third quarter ended October 30, 1999 and October 31, 1998, one customer,
American Medical Security, Inc., represented $26.1 million and $19.7 million,
respectively, of the Company's net revenues. This represents 11.5% and 11.9% of
net revenues in each period, respectively. The Company's current contract with
American Medical Security for pharmacy benefit management services expires on
July 1, 2000. The Company, as of December 10, 1999, is engaged in a bidding
process to provide pharmacy benefit management services to American Medical
Security after July 1, 2000. For a more complete description of the Company's
relationship with American Medical Security and the possible effect on the
Company of the loss of one or more significant customers, see the Company's
Registration Statement on Form S-1 (Reg. No. 333-71743).

Statement of Registrant:

The data presented herein is unaudited, but in the opinion of management,
includes all adjustments (which consist only of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position of the
Company and its subsidiaries at October 30, 1999 and October 31, 1998 and the
results of their operations and cash flows for the periods then ended. These
interim results are not necessarily indicative of the results of the fiscal
years as a whole.

Significant Events:

The Company, prior to completion of its initial public offering on July 19,
1999, was a wholly-owned subsidiary of ProVantage Holdings, Inc. which in turn
was wholly-owned by ShopKo Stores, Inc. ("ShopKo"). The Company issued 5,600,000
shares of common stock at a public offering price of $18.00 per share in its
initial public offering. An additional 840,000 shares were sold by ShopKo to
cover over-allotments. ShopKo currently owns approximately 64.5% of the
Company's stock. The Company retained $20.0 million of the net proceeds which it
will use for working capital, capital expenditures and other general corporate
purposes. Approximately $73.7 million in proceeds from the initial public
offering was paid to ShopKo as payment of a dividend declared prior to the
offering.

On August 10, 1999, Avatex Corporation exercised its supplemental cash payment
right relating to the Company's 1996 acquisition of CareStream ScripCard from
Avatex. Avatex's supplemental cash payment right was for $5.0 million which was
paid to Avatex in August 1999. This payment was capitalized as additional
purchase price and will be amortized over 18 years.







                                       9
<PAGE>   10




ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The Company operates in one business segment, health benefit management. The
following table sets forth items from the Company's unaudited consolidated
financial statements for the third quarter and first three quarters of fiscal
1999 and 1998 as a percentage of net sales:

<TABLE>
<CAPTION>
                                                                        Third Quarter            Third Quarter YTD
                                                                        -------------            -----------------
                                                                    Fiscal        Fiscal        Fiscal       Fiscal
                                                                     1999          1998          1999         1998
                                                                     ----          ----          ----         ----
<S>                                                               <C>          <C>          <C>           <C>
Revenues                                                              100.0 %      100.0 %       100.0 %      100.0 %

Costs and expenses
     Cost of revenues                                                  93.5         92.9          93.6         92.8
     Selling, general and administrative expenses                       3.6          3.8           3.6          3.9
     Depreciation and amortization expenses                             1.0          1.1           1.0          1.1
                                                                  ----------   ----------   -----------   ----------
                                                                       98.1         97.8          98.2         97.8

Income from operations                                                  1.9          2.2           1.8          2.2
Interest income - net                                                   0.1          -             0.1          -
                                                                  ----------   ----------   -----------   ----------

Earnings before income taxes                                            2.0          2.2           1.9          2.2

Provision for income taxes                                              0.9          1.0           0.8          1.0
                                                                  ----------   ----------   -----------   ----------

Net earnings                                                            1.1 %        1.2 %         1.1 %        1.2 %
                                                                  ==========   ==========   ===========   ==========
</TABLE>

Revenues

Revenues for the third quarter of fiscal 1999 increased $61.1 million, or 37.1%
to $225.9 million. This increase is due primarily to internally generated growth
in claims processing and mail pharmacy. Revenues from pharmacy claims processing
increased $50.3 million, or 34.9%. This increase reflects a 19.7% increase in
the number of claims processed and a 12.7% increase in the average revenue per
claim processed. Revenues from the Company's mail pharmacy services increased
$11.2 million, or 64.4%, reflecting a 49.9% increase in the number of
prescriptions dispensed and a 9.7% increase in the average revenue per
prescription dispensed.





                                       10
<PAGE>   11

Gross Margin:

Gross margin, calculated as revenues less cost of revenues, for the third
quarter of fiscal 1999 increased $2.9 million, or 25.2%, compared to the third
quarter of fiscal 1998. This increase is principally attributable to a $1.2
million increase in gross profit associated with mail pharmacy services, and a
$0.8 million increase in gross profit associated with claims processing. The
Company's gross margin was 6.4% for the third quarter of fiscal 1999 and 7.1%
for the third quarter 1998. Gross margin, for the first three quarters of fiscal
1999, was 6.4% compared with 7.2% for the same period last year. The decrease in
gross margin as a percent of revenues is primarily attributable to increasing
prescription drug costs and the addition of larger clients with lower average
transaction fees.


Selling, General and Administrative Expenses:

Selling, general and administrative expenses for the third quarter of fiscal
1999 increased $1.8 million, or 28.5% to $8.1 million. This increase relates to
additional personnel to support transaction growth and continued investment in
health information technology and clinical products and services. Selling,
general, and administrative expenses, as a percentage of net sales, were 3.6% in
the third quarter and year-to-date fiscal 1999 compared to 3.8% and 3.9% in the
third quarter and year-to-date fiscal 1998, respectively. These decreases as a
percentage of revenues is primarily due to the leveraging of fixed costs against
increased revenue volume.

Depreciation and amortization expenses for the third quarter of fiscal 1999
increased $0.5 million, or 27.6% to $2.2 million. This increase is attributable
to increased goodwill amortization related to the Company's business
acquisitions and increased amortization of capitalized software costs.
Depreciation and amortization expenses, as a percent of net revenues, were 1.0%
for the third quarter and year-to-date fiscal 1999 compared to 1.1% for the
third quarter and year-to-date fiscal 1998.


Liquidity and Capital Resources:

The Company relies primarily on cash generated from operations and the proceeds
of the Company's initial public offering, with any remaining funding
requirements being met from short-term borrowings from ShopKo. Cash provided
from net earnings before depreciation and amortization was $13.7 million for the
first three quarters of fiscal 1999 compared to $10.7 million for the same
period last year.






                                       11
<PAGE>   12


The Company, as of October 30, 1999, had $25.0 million of borrowing capability
under a credit agreement facility maintained by ShopKo. No borrowings were
outstanding under the credit agreement as of October 30, 1999. Funds generated
from the initial public offering and operations, and if necessary, the ShopKo
borrowing arrangement or other short-term borrowings, are expected to fund the
projected working capital needs and capital expenditures through fiscal 1999.
The Company's principal use of cash is for the purchase of property, equipment
and systems technology. The Company spent $10.5 million on capital expenditures
in the first three quarters of fiscal 1999, compared to $6.0 million on capital
expenditures for the same period last year. The Company's total capital
expenditures for the fiscal year ending January 29, 2000 are anticipated to
approximate $16 to $18 million, the majority of which is expected to relate to
replacement of the Company's retail network processing system and continued
enhancements and development in its suite of health information technology
products. These amounts exclude any capital that may be required for
acquisitions of businesses. Such plans may be reviewed and revised from time to
time in light of changing conditions.

The Company expects to continue its internal growth and may also consider the
acquisition of health services businesses. Such plans may be reviewed and
revised from time-to-time in light of changing conditions. Depending upon the
size and structure of any such acquisition, the Company may require additional
capital resources. The Company believes that adequate sources of capital will be
available.

The Company, on August 2, 1996, completed the acquisition of CareStream
ScripCard from Avatex Corporation, formerly known as FoxMeyer Health
Corporation. CareStream ScripCard is a prescription benefit management company
and its operations have been integrated into the Company. The initial purchase
price was $30.5 million in cash, plus a supplemental cash payment. The present
value of the minimum supplemental cash payment of $2.4 million, at the date of
acquisition, was recorded as additional purchase price. In August 1999, Avatex
exercised its right to the supplemental cash payment in the amount of $5.0
million which the Company paid in August 1999. Such additional purchase price
will be amortized over a period of 18 years.

The Company, on August 20, 1997, acquired PharMark, a software and database
development company providing information driven strategies for optimizing
medical and pharmaceutical outcomes, based in Arlington, Virginia. The purchase
price for PharMark was approximately $15.2 million, of which $14.2 million was
paid in cash at time of acquisition with an additional $1.0 million paid in
August 1999. The sellers of PharMark may also be entitled to contingent payments
of up to $8.0 million in the aggregate based on the fair market value of the
Company's outstanding common stock. No payment will be due if the fair market
value is $250 million or less at the measurement date. The full $8.0 million
will be due if the value equals or exceeds $500 million at the measurement date;
and a pro rata portion of the $8.0 million contingent payment will be due if the
value is between $250 million and $500 million at the measurement date. The
contingent payments, if any, will be due, and the ultimate amount of the payment
calculated, on the first to occur of August 20, 2002 or the date on which ShopKo
and its affiliates cease to own at least a majority of the Company's outstanding


                                       12
<PAGE>   13


common stock. The contingent payments, if any, will be capitalized as additional
purchase price and amortized over a period of 15 to 19 years. The contingent
payments may be made, at the Company's election, in either cash, ShopKo common
stock, the Company's common stock or any combination thereof; provided, however,
that any stock used for such payments must be traded on a national securities
exchange or the Nasdaq National Market. If the contingent payments are made in
ShopKo or the Company's common stock, the sellers have the right to require the
issuer of the stock to register the stock for sale under the Securities Act. The
sellers also have the right to have the shares of common stock they receive as a
contingent payment included in registration statements filed under the
Securities Act by the issuer. The employment agreements entered into with the
sellers in conjunction with the acquisition of PharMark were mutually terminated
as of January 31, 1999, and payments of approximately $1.1 million were paid to
the sellers at the time of termination.

Year 2000:

State of Readiness

In order to address Year 2000 compliance, the Company has initiated a
comprehensive project designed to eliminate or minimize any business disruption
associated with potential date processing problems in its information technology
systems, as well as its non-information technology systems. The project consists
of five phases: company awareness, assessment, strategy and work plan
development, renovation and testing. ProVantage has completed all five phases
for both information technology and non-information technology systems.

As part of its Year 2000 project, the Company has initiated communications with
substantially all of its vendors and services suppliers to assess their state of
Year 2000 readiness. A significant percentage of its important vendors have
responded in writing to the Company's Year 2000 readiness inquiries. Despite the
Company's diligence, there can be no guarantee that the systems of other
companies which the Company relies upon to conduct its day-to-day business will
be compliant.

Costs

Internal and external expenses of $1.0 million were incurred in conjunction with
the Year 2000 compliance project. Of this amount, $0.4 million was incurred in
fiscal 1998, and $0.6 million was incurred in the first three quarters of fiscal
1999. The Company is not directly responsible for these costs since the costs
for Year 2000 compliance are included in the payments to ShopKo under the
information technology services agreement.


Risks

With respect to the risks associated with its information technology and
non-information technology systems, the Company believes that the most
reasonably likely worst case scenario is that the Company will experience a
number of minor system malfunctions and errors in the early days and weeks of
the Year 2000 that were not detected during its renovation and testing efforts.
The Company also believes that these problems will not be



                                       13
<PAGE>   14

overwhelming and will not have a material effect on the Company's operations or
financial results. However, despite its compliance program, the Company may have
overlooked or otherwise not remedied Year 2000 issues which may have a material
adverse effect on it.

With respect to the risks associated with third parties, the Company believes
that the most reasonably likely worst case scenario is that some of the
Company's vendors will not be compliant. Management also believes that the
number of such vendors will have been minimized by the Company's program of
identifying non-compliant vendors and replacing or jointly developing
alternative supply or delivery solutions prior to the Year 2000.

The Company also designs, licenses, and sells software products to third
parties. While the Company has taken steps to ensure the readiness of this
software and believes it to be compliant, the Company cannot be certain that the
software will operate error free, or that the Company will not be subject to
litigation, whether the software operates error free or not. However, the
Company believes that based on its efforts to ensure compliance, and the terms
and conditions of its software licensing contracts, it is not reasonably likely
that the Company will be subject to litigation which will have a material
adverse effect on its operations.

The Company has limited the scope of its risk assessment to those factors which
it can reasonably be expected to have an influence upon. For example, the
Company has made the assumption that its customers, government agencies, utility
companies, and national telecommunications providers will continue to operate.
Their failure to remedy their Year 2000 problems could have a material adverse
effect on the Company's results of operations and ability to operate, but the
Company has little, if any, ability to influence such an outcome.


Contingency Plans

The Company has completed contingency plans to handle the most reasonably likely
worst case scenarios described above.


Year 2000 Readiness Statements

To allow its customers and suppliers an opportunity to assess the Company's
state of readiness for the Year 2000, the Company maintains a Year 2000 web page
at www.provantageinc.com. Statements made or contained in this 10-Q or on its
web page are deemed Year 2000 Readiness Statements and are subject to the Year
2000 Information and Readiness Disclosure Act (P.L. 105-271), to the fullest
extent permitted by law.




                                       14
<PAGE>   15


Inflation:

Inflation has and is expected to have only a minor effect on the results of
operations of the Company and its internal and external sources of liquidity.


Forward-Looking Statements:

Item 2 of this Form 10-Q, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include, without limitation,
statements regarding earnings, growth and capital expenditure plans, acquisition
plans, the awarding of contracts, and capital requirements. Such statements are
subject to important factors which could cause the Company's actual results to
differ materially from those anticipated by the forward-looking statements.
These factors include those referenced in the Company's Registration Statement
on Form S-1 (Reg. No. 333-71743) or as may be described from time-to-time in the
Company's subsequent SEC filings.


Item 3:  Quantitative and Qualitative Disclosures About Market Risk

For information as to the Company's Quantitative and Qualitative Disclosures
About Market Risk, please see the Company's Registration Statement on Form S-1
(Reg. No. 333-71743).  There have been no material changes in the Company's
quantitative or qualitative exposure to market risk from that described in the
Registration Statement.






                                       15
<PAGE>   16


                           PART II - OTHER INFORMATION

Item 2     Changes in Securities and Use of Proceeds

(a)            Not applicable.

(b)            Not applicable.

(c)            Not applicable

(d)            The net proceeds to the Company from its initial public offering
               in July 1999 were $93,744,000. From July 19, 1999 through October
               30, 1999, the Company used the net proceeds of the offering as
               follows:

               (i)   approximately $73,744,000 was used to repay a portion of a
                     demand promissory note issued to ShopKo;

               (ii)  $5,000,000 was used to make payment on a supplemental cash
                     payment right exercised by Avatex in connection with the
                     Company's acquisition of CareStream ScripCard;

               (iii) $1,000,000 was used to make a payment due in connection
                     with the Company's acquisition of PharMark; and

               (iv)  the balance of the net proceeds was invested in high grade
                     short-term securities

Item 5:    Other Information

           Beginning in October 1999, Robert J. Abramowski began serving as
           Senior Vice President and Chief Financial Officer. Mr. Abramowski
           will report directly to Jeffrey A. Jones, President and CEO. He will
           be a member of ProVantage's senior management and operating
           committees.

           Mr. Abramowski's financial management background includes 14 years of
           financial executive management with a major for-profit health care
           company. Mr. Abramowski served as Vice President and Controller with
           Extendicare Health Services for six years prior to being promoted in
           1990 to the position of Vice President of Finance and CFO. Following
           his tenure with Extendicare, Mr. Abramowski served as Chief Financial
           Advisor to Americor Management Services, LLC. Mr. Abramowski also
           spent eleven years with Arthur Andersen & Company.




                                       16
<PAGE>   17


Item 6.  Exhibits and Reports on Form 8-K


    (a)  Exhibits.

         11       Computation of Earnings Per Common and Common
                  Equivalent Share.

         27       Financial Data Schedule.


    (b)  Reports on Form 8-K.

    The Company filed Current Reports on Form 8-K in the third quarter of
fiscal 1999 as follows:

None.




                                       17
<PAGE>   18


                                   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.

                                      PROVANTAGE HEALTH SERVICES, INC.
                                      (Registrant)


Date:    December 10, 1999       By:  /s/ Patricia A. Nussle
                                      ---------------------------------------
                                      Patricia A. Nussle
                                      Vice President Legal Affairs and Secretary
                                      (Duly Authorized Officer of Registrant)


Date:    December 10, 1999       By:  /s/ Peter J. Beste
                                      ----------------------------------------
                                      Peter J. Beste
                                      Vice President and Controller
                                      (Chief Accounting Officer and Duly
                                         Authorized Officer of Registrant)



                                       18
<PAGE>   19


                                  EXHIBIT INDEX
                        PROVANTAGE HEALTH SERVICES, INC.
                                   10-Q REPORT



<TABLE>
<CAPTION>
Exhibit
Number                              Exhibit
------                              -------

<S>              <S>
11                Computation of Earnings Per Common and Common
                  Equivalent Share.

27                Financial Data Schedule.

</TABLE>





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