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EX-31.1 - SECTION 302 CEO CERTIFICATION - ADVANT E CORPdex311.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - ADVANT E CORPdex312.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - ADVANT E CORPdex322.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - ADVANT E CORPdex321.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended March 31, 2011

 

¨ 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: 0-30983

 

 

ADVANT-E CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   88-0339012

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

2680 Indian Ripple Rd.

Dayton, Ohio 45440

(Address of principal executive offices)

(937) 429-4288

(Registrant’s telephone number, including area code)

 

 

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 past 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 13, 2011 the issuer had 66,722,590 outstanding shares of Common Stock, $.001 Par Value.

 

 

 


PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

ADVANT-E CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

 

     Three Months Ended
March 31,
 
     2011      2010  

Revenue

   $ 2,300,420         2,193,821   

Cost of revenue

     917,892         933,984   
                 

Gross margin

     1,382,528         1,259,837   

Marketing, general and administrative expenses

     799,457         859,101   
                 

Operating income

     583,071         400,736   

Other income, net

     1,127         800   
                 

Income before income taxes

     584,198         401,536   

Income tax expense

     199,111         137,257   
                 

Net income

   $ 385,087         264,279   
                 

Earnings per share – basic and diluted

   $ 0.006         0.004   
                 

Weighted average shares outstanding – basic and diluted

     66,722,590         66,722,590   
                 

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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ADVANT-E CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

 

     March 31,  2011
(Unaudited)
     December 31,
2010
 

Assets

     

Current Assets:

     

Cash and cash equivalents

   $ 3,657,598         2,963,172   

Accounts receivable, net

     789,026         743,020   

Prepaid software maintenance costs

     201,740         174,013   

Prepaid expenses and deposits

     90,534         99,234   

Deferred income taxes

     170,608         153,643   
                 

Total current assets

     4,909,506         4,133,082   

Software development costs, net

     349,468         308,832   

Property and equipment, net

     192,279         228,121   

Goodwill

     1,474,615         1,474,615   

Other intangible assets, net

     223,330         244,508   
                 

Total assets

   $ 7,149,198         6,389,158   
                 

Liabilities and Shareholders’ Equity

     

Current liabilities:

     

Accounts payable

   $ 135,636         79,986   

Income taxes payable

     203,116         33,619   

Accrued salaries and other expenses

     273,643         180,311   

Deferred revenue

     733,705         673,810   
                 

Total current liabilities

     1,346,100         967,726   

Deferred income taxes

     241,060         244,481   
                 

Total liabilities

     1,587,160         1,212,207   
                 

Shareholders’ equity:

     

Common stock, $.001 par value; 100,000,000 shares authorized; 66,722,590 shares issued and outstanding

     66,723         66,723   

Paid-in capital

     1,936,257         1,936,257   

Retained earnings

     3,559,058         3,173,971   
                 

Total shareholders’ equity

     5,562,038         5,176,951   
                 

Total liabilities and shareholders’ equity

   $ 7,149,198         6,389,158   
                 

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

3


ADVANT-E CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

 

     Three Months Ended
March 31,
 
     2011     2010  

Cash flows from operating activities:

    

Net income

   $ 385,087        264,279   

Adjustments to reconcile net income to net cash flows from operating activities:

    

Depreciation

     42,078        55,480   

Amortization of software development costs

     —          20,446   

Amortization of other intangible assets

     21,178        21,178   

Loss on disposal of property and equipment

     —          800   

Deferred income taxes

     (20,386     (23,381

Increase (decrease) in cash and cash equivalents arising from changes in assets and liabilities:

    

Accounts receivable

     (46,006     (138,769

Prepaid software maintenance costs

     (27,727     (35,128

Prepaid expenses and deposits

     8,700        (3,469

Prepaid income taxes

     —          39,798   

Accounts payable

     55,650        38,541   

Income taxes payable

     169,497        120,840   

Accrued salaries and other expenses

     93,332        158,243   

Deferred revenue

     59,895        115,458   
                

Net cash flows from operating activities

     741,298        634,316   
                

Cash flows from investing activities:

    

Purchases of property and equipment

     (6,236     (49,053

Software development costs

     (40,636     (58,609
                

Net cash flows from investing activities

     (46,872     (107,662
                

Net increase in cash and cash equivalents

     694,426        526,654   

Cash and cash equivalents, beginning of period

     2,963,172        2,713,996   
                

Cash and cash equivalents, end of period

   $ 3,657,598        3,240,650   
                

Supplemental disclosures of cash flow items:

    

Income taxes paid

   $ 50,000        —     

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

4


ADVANT-E CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

March 31, 2011

Note 1: Basis of Presentation, Organization and Other Matters

The accompanying unaudited interim consolidated condensed financial statements as of March 31, 2011 and for the quarterly periods ended March 31, 2011 and 2010, together with the accompanying consolidated condensed balance sheet as of December 31, 2010, which has been derived from audited financial statements, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although management believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited interim consolidated condensed financial statements include all adjustments, which were normal and recurring in nature, considered necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods.

Results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011. These unaudited interim consolidated condensed financial statements should be read in conjunction with the consolidated financial statements, accounting policies, and financial notes thereto included in Advant-e Corporation’s 2010 Form 10-K filed with the Securities and Exchange Commission.

Nature of Operations

Advant-e Corporation through its wholly-owned subsidiaries, Edict Systems, Inc. and Merkur Group, Inc. (collectively, the “Company”), develops, markets, resells, and hosts software and provides services that allow its customers to send and receive business documents electronically in standard and proprietary formats. Edict Systems specializes in providing hosted Electronic Data Interchange solutions that utilize the Internet as the primary communications method. Customers use Edict Systems solutions to connect with business partners, integrate data with internal systems, expand and manage electronic trading communities, and validate data via a hosted business rule service. Merkur Group develops and resells software, provides professional services, and provides technical maintenance and support that enables customers to automate delivery and receipt of business documents. Merkur Group provides proprietary software that integrates and connects large Supply Chain Management (SCM), Customer Relationship Management (CRM), and Enterprise Resource Planning (ERP) systems with third party software that provides multiple delivery and document capture options. Customers consist of businesses across a number of industries primarily throughout the United States, and to a much lesser extent some foreign locations, principally Canada, Mexico, and Puerto Rico.

Principles of Consolidation

The consolidated condensed financial statements include the accounts of Advant-e Corporation and its wholly-owned subsidiaries, Edict Systems, Inc., and Merkur Group, Inc. Inter-company accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U. S. 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates used in preparing these financial statements include those considered in the assessment of recoverability of capitalized software development costs, the assessment of potential impairment of goodwill, the assessment of the collectability of accounts receivable and the recording of prepaid software maintenance costs and deferred revenue. A reasonable possibility exists that estimates used will change within the next year.

 

5


Note 2: Software Development costs

Software development costs at March 31, 2011 and the changes during the three months then ended are summarized as follows:

 

     Cost      Accumulated
Amortization
     Net  

Balance, January 1, 2011

   $ 1,821,567         1,512,735         308,832   

Additions

     40,636         —           40,636   
                          

Balance, March 31, 2011

     1,862,203         1,512,735         349,468   
                          

Software development costs are for internal use software and for website development and related enhancements.

Note 3: Line of Credit

At March 31, 2011, the Company has a $1,500,000 bank line of credit. Borrowings under the line of credit accrue interest at the bank’s prime commercial rate, are collateralized by substantially all of the assets of the Company’s subsidiaries, and are payable in full when the line of credit expires on June 29, 2011. Interest is payable monthly. The line of credit is guaranteed by the Company’s Chief Executive Officer. No borrowings were outstanding throughout the first quarter of 2011 or 2010.

Note 4: Income taxes

Income tax expense consists of the following:

 

     Three Months Ended
March 31,
 
     2011     2010  

Current expense

   $ 219,497        160,638   

Deferred benefit

     (20,386     (23,381
                

Total income tax expense

   $ 199,111        137,257   
                

Note 5: Operating Segment Information

The Company has two reportable segments: internet-based electronic commerce document processing (Edict Systems, Inc.) and software-based electronic commerce document processing (Merkur Group, Inc.). The Company evaluates the performance of each reportable segment on income before income taxes excluding the effects of acquisition-related amortization of other intangible assets and related income taxes. The accounting policies of the segments are the same as those for the Company. The Company’s reportable segments are managed as separate business units.

The following segment information is for the three months ended March 31, 2011 and 2010:

 

     Three Months Ended March 31, 2011  
     Internet-based      Software      Reconciling
Items (a)
    Total
Consolidated
 

Revenue

   $ 1,944,440         355,980         —          2,300,420   

Income before income taxes

     523,392         81,984         (21,178     584,198   

Income tax expense (benefit)

     178,429         27,883         (7,201     199,111   

Net income

     344,963         54,101         (13,977     385,087   

Segment assets at March 31, 2011

     3,710,704         1,741,557         1,696,937        7,149,198   
     Three Months Ended March 31, 2010  
     Internet-based      Software      Reconciling
Items (a)
    Total
Consolidated
 

Revenue

   $ 1,901,381         292,440         —          2,193,821   

Income before income taxes

     415,358         7,356         (21,178     401,536   

Income tax expense (benefit)

     141,957         2,501         (7,201     137,257   

Net income

     273,401         4,855         (13,977     264,279   

Segment assets at March 31, 2010

     3,414,214         1,532,652         1,782,657        6,729,523   

 

6


(a) Reconciling items consist of goodwill, other intangible assets and related amortization in connection with the Merkur Group, Inc. acquisition.

Revenue from customers located in areas outside the United States, principally in Canada, Mexico, and Puerto Rico, totaled approximately 3% of consolidated revenue in the three months ended March 31, 2011 and 2010, respectively.

Note 6: Recently Issued Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2009-13, “Multiple-Deliverable Revenue Arrangements,” which amends Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition.” ASU 2009-13 amends the ASC to eliminate the residual method of allocation for multiple-deliverable revenue arrangements, and requires that arrangement consideration be allocated at the inception of an arrangement to all deliverables using the relative selling price method. The ASU also establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence if available, (2) third-party evidence if vendor-specific objective evidence is not available, and (3) estimated selling price if neither vendor-specific nor third-party evidence is available. Additionally, ASU 2009-13 expands the disclosure requirements related to a vendor’s multiple-deliverable revenue arrangements. The changes to the ASC as a result of this update are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of this guidance had no material impact on the Company’s consolidated condensed financial statements.

In October 2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements That Include Software Elements,” which amends ASC Topic 985, “Software.” ASU 2009-14 amends the ASC to change the accounting model for revenue arrangements that include both tangible products and software elements, such that tangible products containing both software and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of software revenue guidance. The changes to the ASC as a result of this update are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of this guidance had no material impact on the Company’s consolidated condensed financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangibles-Goodwill and Other: When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” ASU 2010-28 amends ASC Topic 305 requiring an entity that has recognized goodwill and has one or more reporting units whose carrying amount for the purposes of performing Step 1 of the impairment test is zero or negative to perform Step 2 of the goodwill impairment test. The changes to the ASC as a result of this update are effective for interim periods and fiscal years beginning after December 15, 2010. The adoption of this guidance had no material impact on the Company’s consolidated condensed financial statements.

Note 7: Subsequent Event—Dividend

On May 12, 2011 the Company’s Board of Directors declared a cash dividend of $.02 per share, payable in two installments of $.01 each by no later than June 30, 2011 and December 31, 2011.

ITEM 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Form 10-Q contains forward-looking statements, including statements regarding the expectations of future operations. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within the Company’s control. These factors include, but are not limited to, economic conditions generally and in the industries in which the Company may participate, competition within the chosen industry, including competition from much larger competitors, technological advances, and the failure to successfully develop business relationships. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. This item should be read in conjunction with “Item 1. Financial Statements” and other items contained elsewhere in this report.

 

7


Products and services

Advant-e Corporation through its wholly-owned subsidiaries, Edict Systems, Inc. and Merkur Group, Inc. (collectively, the “Company”), develops, markets, resells, and hosts software and provides services that allow its customers to send and receive business documents electronically in standard and proprietary formats. Edict Systems specializes in providing hosted Electronic Data Interchange solutions that utilize the Internet as the primary communications method. Customers use Edict Systems solutions to connect with business partners, integrate data with internal systems, expand and manage electronic trading communities, and validate data via a hosted business rule service. Merkur Group develops and resells software, provides professional services, and provides technical maintenance and support that enables customers to automate delivery and receipt of business documents. Merkur Group provides proprietary software that integrates and connects large Supply Chain Management (SCM), Customer Relationship Management (CRM), and Enterprise Resource Planning (ERP) systems with third party software that provides multiple delivery and document capture options. Customers consist of businesses across a number of industries primarily throughout the United States, and to a much lesser extent some foreign locations, principally Canada, Mexico, and Puerto Rico.

Critical Accounting Policies and Estimates

Revenue recognition

The Company recognizes revenues when, in addition to other criteria, delivery has occurred or services have been rendered.

Revenues from Internet-based products and services are comprised of four components—account activation and trading partner set-up fees, monthly subscription fees, usage-based transactional fees and customer payments for the Company’s development of applications designed to meet specific customer specifications.

Revenues earned from account activation and trading partner set-up fees are recognized after the Company performs consultative work required in order to establish an electronic trading partnership between the customer and their desired trading partners. Trading partnerships, once established, require no ongoing effort on the part of the Company and customers are able to utilize the electronic trading partnerships either directly with their customers or via a service provider other than the Company.

Revenue from monthly subscription fees is recognized over the period to which the subscription applies.

Revenue from usage based transaction fees is recognized in the period in which the transactions are processed.

Revenue from customer payments for the Company’s development of applications designed to meet specific customer specifications is recognized over the contract period, generally twelve months.

Revenue from the sale of software and related products is recognized upon delivery of the software to the customer when title and risk of loss are transferred. Additionally, the Company records revenue from the sale of software and related products at gross, and the related software purchases are included in cost of revenue. Customers have a 30-day period in which they can choose to accept or return the software. Historically, customer returns have not been significant.

Revenue from maintenance contracts is recognized over the life of the maintenance and support contract period, generally twelve months. Revenue from professional services is recognized upon performance of those services.

Software Development Costs

The Company accounts for the costs of computer software that it develops for internal use and costs associated with operation of its web sites in accordance with the Accounting Standards Codification (ASC) Topic 350, “Intangibles-Goodwill and Other” by capitalizing those costs. Such capitalized costs represent solely the salaries and benefits of employees working on the graphics and content development stages, or adding functionality or features. In accordance with ASC Topic 350, overhead, general and administrative and training costs are not capitalized. The Company accounts for the costs of computer software that it sells, leases and markets as a separate product in accordance with ASC Topic 985, “Software”. Capitalized costs are amortized by the straight-line method over the remaining estimated economic lives of the software application, generally three years, and are reported at the lower of unamortized cost or net realizable value.

The ongoing assessment of recoverability of capitalized software development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, anticipated future revenues, estimated economic life and changes in software and hardware technologies. Impairment of asset value is considered whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

8


Goodwill and Other Intangible Assets

Management assesses goodwill related to the July 2, 2007 acquisition of Merkur Group, Inc. for impairment on an annual basis at year-end, and between annual tests if an event occurs or circumstances change that may more likely than not reduce the fair value of the reporting unit below its carrying value. Significant management judgment is required in assessing the impairment of goodwill, including the assignment of assets and liabilities and determination of fair value. Management uses the discounted cash flow method, which requires significant judgments and assumptions for estimates of future cash flows, growth rate, and useful life of the cash flows, and determination of the cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment, if any.

Recently Issued Accounting Pronouncements

For a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on the Company’s consolidated condensed financial statements, see Note 6: Recently Issued Accounting Pronouncements in the Notes to Consolidated Condensed Financial Statements of this Form 10-Q.

Results of Operations

Revenue

Revenue for the Company in first quarter of 2011 increased by 5% compared to the first quarter of 2010. Revenue for Edict Systems increased by 2% and revenue for Merkur Group increased by 22%.

 

     Q1 2011      Q1 2010      Increase  
     Amount      % of Total      Amount      % of Total      Amount      %  

Edict Systems

   $ 1,944,440         85       $ 1,901,381         87       $ 43,059         2   

Merkur Group

     355,980         15         292,440         13        63,540         22   
                                               

Revenue

   $ 2,300,420         100       $ 2,193,821         100       $ 106,599         5   
                                               

Edict Systems Revenue

Revenue in the first quarter of 2011 and 2010 from the sale of Internet based Electronic Data Interchange (EDI) products and services sold by Edict Systems is summarized below:

 

     Q1 2011      Q1 2010      Increase
(Decrease)
 
     Amount      % of Total      Amount      % of Total      Amount     %  

Web EDI

                

GroceryEC

   $ 1,346,196         69       $ 1,312,038         69       $ 34,158        3   

AutomotiveEC

     160,903         8         152,892         8         8,011        5   

Other Web EDI

     48,209         3         50,571         3         (2,362     (5

EnterpriseEC

     359,182         18         333,941         18         25,241        8   

Other products and services

     29,950         2         51,939         2         (21,989     (42
                                              

Total

   $ 1,944,440         100       $ 1,901,381         100       $ 43,059        2   
                                              

 

 

Revenue from GroceryEC and AutomotiveEC increased by 3% and 5%, respectively, due to an increase in the volume of transactions processed.

 

 

Revenue from EnterpriseEC, the Company’s value added network, increased by 8% due to an increased volume of transactions processed for large grocery companies. Significant pricing pressures and the availability of alternate connectivity options continue to hinder revenue growth for EnterpriseEC.

 

 

Other products and services revenue decreased by 42% primarily due to revenue from a non-recurring software development contract that concluded in the first quarter of 2010.

The Company is continuing to focus its energy on increasing activity in currently supported industries and on developing additional businesses in other industries, primarily healthcare, consumer packaged goods and manufacturing.

 

9


Merkur Group Revenue

Revenue in the first quarter of 2011 and 2010 from the sale of software-based products and related services is summarized below:

 

     Q1 2011      Q1 2010      Increase  
     Amount      % of Total      Amount      % of Total      Amount      %  

Software

   $ 45,954         13       $ 19,955         7       $ 25,999         130   

Hardware

     24,980         7         22,418         8         2,562         11   

Maintenance contracts

     222,061         63         214,253         73         7,808         4   

Professional services

     54,900         15         30,115         10         24,785         82   

Other

     8,085         2         5,699         2         2,386         42   
                                               

Total

   $ 355,980         100       $ 292,440         100       $ 63,540         22   
                                               

Revenue in the first quarter of 2011 increased by 22% compared to the first quarter of 2010 primarily due to sales of software and professional services to existing customers.

Revenue from customers in foreign locations

Although the Company has no facilities or operations in foreign locations, the Company derived in the three months ended March 31, 2011 and 2010 approximately 3% of its revenue from customers located in areas outside the United States, principally in Canada, Mexico, and Puerto Rico.

Net income

Net income for the first quarter of 2011 compared to the first quarter of 2010 is summarized below:

 

 

     Q1 2011     Q1 2010     Increase  
         Amount      %  

Edict Systems

   $ 344,963        273,401        71,562         26   

Merkur Group

     54,101        4,855        49,246         1014   

Amortization of intangible assets, net of income tax effects

     (13,977     (13,977     —           —     
                           

Net Income

   $ 385,087        264,279        120,808         46   
                           

 

 

The increase for Edict Systems was due to revenue growth, improved gross margins and continued successful efforts to control costs and expenses.

 

 

The increase for Merkur Group was primarily due to revenue growth and reductions in personnel related expenses.

Gross margin and cost of revenue

The Company’s gross margin, as a percent of revenue, increased to 60% in the first quarter of 2011 from 57% in the first quarter of 2010 due to revenue growth, reduced depreciation and amortization, and the completion of a comparatively low-margin software development contract in the first quarter of 2010.

Marketing, general and administrative expenses

Marketing, general and administrative expenses decreased by $59,644, or 7%, in the first quarter of 2011 compared to the first quarter of 2010, due to reduced personnel related expenses.

Liquidity and Capital Resources

In the first quarter of 2011, the Company generated net cash flows from operating activities of $741,298 compared to $634,316 in the first quarter of 2010. The increase was due primarily to increased net income.

The Company acquired property and equipment for enhanced infrastructure capability in the amount of $6,236 and $49,053 in the first quarter of 2011 and 2010, respectively. The Company incurred capitalized development costs related to its new version of Web EDI of $40,636 and $58,609 in the first quarter of 2011 and 2010, respectively.

Management believes that the Company will have sufficient financial resources to meet business requirements during the remainder of 2011, including payment of dividends declared on May 12, 2011 totaling $1,334,452 due in two equal installments before June 30, 2011 and December 31, 2011.

 

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Changes in Consolidated Condensed Balance Sheet from December 31, 2010 to March 31, 2011

Some balance sheet changes that occurred from December 31, 2010 to March 31, 2011 that are not described elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are described below:

 

 

Accounts receivable increased by $46,006 due primarily to software maintenance contract billings in the first quarter of 2011 that are substantially higher than in the fourth quarter of 2010. The direct costs associated with these billings caused accounts payable to increase by $55,650 and prepaid software maintenance costs to increase by $27,727.

 

 

Accrued salaries and other expenses increased by $93,332 due to the timing of payroll periods.

 

 

Income taxes payable increased by $169,497 due to the timing of estimated income tax payments and increased taxable income in the quarter ended March 31, 2011 compared to 2010.

 

 

Total shareholders’ equity increased by $385,087 as a result of net income for the first quarter of 2011.

 

ITEM 4. Controls and Procedures

Attached as exhibits to the Form 10-Q are certifications of the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). These “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

The CEO and the CFO have conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Disclosure controls and procedures are designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

Based upon the controls evaluation, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure; and that the Company’s disclosure controls and procedures were effective during the period covered by the Company’s report on Form 10-Q for the quarterly period ended March 31, 2011.

During the period covered by this report, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

ITEM 6. Exhibits.

 

Exhibit
Number

 

Description

  

Method of Filing

2   Plan of purchase of Merkur Group, Inc. on July 2, 2007    Previously filed (A)
3(i)   Articles of Incorporation    Previously filed (B)
3(ii)   By-laws    Previously filed (C)
4   Instruments defining the rights of security holders including indentures    Previously filed (D)
31.1   Rule 13a-14(a)/15d-14(a) Certification    Filed herewith
31.2   Rule 13a-14(a)/15d-14(a) Certification    Filed herewith
32.1   Section 1350 Certification    Filed herewith
32.2   Section 1350 Certification    Filed herewith

 

(A) Filed with Form 8-K on July 2, 2007.
(B) Filed with Form 10-K for the year ended December, 31, 2009 as filed March 30, 2010
(C) Filed with Amendment No. 1 to Form 10-SB filed as of July 17, 2000
(D) Form of Common Stock Certificate Filed with Amendment No. 2 to Form 10-SB filed as of October 13, 2000.

 

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Signatures

In accordance with 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.

 

  Advant-e Corporation
 

(Registrant)

May 13, 2011

  By:   /s/ Jason K. Wadzinski
     
    Jason K. Wadzinski
    Chief Executive Officer
    Chairman of the Board of Directors

May 13, 2011

  By:   /s/ James E. Lesch
     
    James E. Lesch
    Chief Financial Officer
    Principal Accounting Officer
    Member of the Board of Directors

 

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