Quarterly Report

 

 

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, 2008

 

¨ 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 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  ¨    Smaller reporting company  x

(Do not check if a smaller reporting company)

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 15, 2008 the issuer had 6,815,015 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,
     2008    2007

Revenue

   $ 2,345,234    1,416,323

Cost of revenue

     920,846    508,568
           

Gross margin

     1,424,388    907,755

Marketing, general and administrative expenses

     1,006,002    713,478
           

Operating income

     418,386    194,277

Other income, net

     5,204    22,668
           

Income before income taxes

     423,590    216,945

Income tax expense

     158,680    85,800
           

Net income

   $ 264,910    131,145
           

Basic and diluted earnings per share

   $ 0.04    0.02
           

Weighted average shares outstanding

     6,815,015    6,478,714
           

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, 2008
(Unaudited)
    December 31,
2007
 

Assets

    

Current Assets:

    

Cash and cash equivalents

   $ 2,661,648     2,039,447  

Short-term investments

     285,882     292,151  

Accounts receivable, net

     936,604     805,241  

Prepaid software maintenance costs

     209,529     183,618  

Prepaid expenses and deposits

     120,663     68,930  

Deferred income taxes

     161,136     40,057  
              

Total current assets

     4,375,462     3,429,444  

Software development costs, net

     173,792     194,238  

Property and equipment, net

     468,445     433,658  

Goodwill

     1,474,615     1,450,368  

Other intangible assets, net

     477,466     498,644  
              

Total assets

   $ 6,969,780     6,006,352  
              

Liabilities and Shareholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 536,305     211,738  

Accrued salaries and other expenses

     325,245     273,210  

Income taxes payable

     197,283     112,700  

Deferred revenue

     802,367     645,093  
              

Total current liabilities

     1,861,200     1,242,741  

Deferred income taxes

     368,917     288,858  
              

Total liabilities

     2,230,117     1,531,599  
              

Shareholders’ equity:

    

Common stock, $.001 par value; 20,000,000 shares authorized; 6,875,015 shares issued; 6,815,015 shares outstanding

     6,875     6,875  

Paid-in capital

     2,210,200     2,210,200  

Retained earnings

     2,597,588     2,332,678  

Treasury stock at cost, 60,000 shares

     (75,000 )   (75,000 )
              

Total shareholders’ equity

     4,739,663     4,474,753  
              

Total liabilities and shareholders’ equity

   $ 6,969,780     6,006,352  
              

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,
 
     2008     2007  

Cash flows from operating activities:

    

Net income

   $ 264,910     131,145  

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

    

Depreciation

     63,399     48,487  

Amortization of software development costs

     20,446     18,088  

Amortization of other intangible assets

     21,178     —    

Deferred income taxes

     (41,020 )   21,033  

Purchases of trading securities

     (80,477 )   (74,483 )

Proceeds from sales of trading securities

     78,007     79,679  

Net unrealized losses on trading securities

     14,078     —    

Net realized gains on sales of securities

     (5,339 )   (6,608 )

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

    

Accounts receivable

     (131,363 )   28,691  

Prepaid software maintenance costs

     (25,911 )   —    

Prepaid expenses and deposits

     (51,733 )   (28,131 )

Accounts payable

     324,567     12,513  

Accrued salaries and other expenses

     52,035     (32,011 )

Income taxes payable

     60,336     (40,233 )

Deferred revenue

     157,274     3,498  
              

Net cash flows from operating activities

     720,387     161,668  
              

Cash flows from investing activities:

    

Purchases of property and equipment

     (98,186 )   (42,800 )

Software development costs

     —       (15,363 )
              

Net cash flows from investing activities

     (98,186 )   (58,163 )
              

Net increase in cash and cash equivalents

     622,201     103,505  

Cash and cash equivalents, beginning of period

     2,039,447     2,209,782  
              

Cash and cash equivalents, end of period

   $ 2,661,648     2,313,287  
              

Supplemental disclosures of cash flow items:

    

Income taxes paid

   $ 138,100     105,000  

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, 2008

Note 1: Basis of Presentation, Organization and Other Matters

The accompanying consolidated condensed balance sheet as of December 31, 2007, which has been derived from audited financial statements, and the accompanying unaudited consolidated condensed 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 notes to 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 consolidated condensed financial statements include all adjustments 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, 2008 are not necessarily indicative of the results to be expected for the full year ending December 31, 2008. These unaudited 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 2007 Form 10-KSB 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. Edict customers use its 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 financial 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 throughout the United States and Canada.

Principles of Consolidation

The consolidated condensed financial statements include the accounts of Advant-e Corporation and its wholly-owned subsidiary, Edict Systems, Inc., throughout the periods covered by this form 10-Q, and its wholly-owned subsidiary, Merkur Group, Inc., since the date of its acquisition by Advant-e Corporation on July 2, 2007. 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, and those used in recording prepaid software maintenance costs, deferred revenue and net deferred tax liabilities. It is at least reasonably possible that the significant estimates used will change within the next year.

Note 2: Acquisition

On July 2, 2007, Advant-e Corporation acquired 100% of the outstanding shares of Merkur Group, Inc. The results of Merkur Group, Inc.’s operations have been included in the consolidated financial statements since that date.

The aggregate purchase price of $1,566,987 was comprised of cash payments of $927,938 and issuance of 396,301 unregistered common shares valued at $568,692 to the former shareholders of Merkur Group, Inc. and $70,357 in related acquisition costs. The value of the unregistered common shares issued was determined based on a weighted-average market price of Advant-e Corporation’s common shares over the 5-trading day period from June 28, 2007 through July 5, 2007.

 

5


The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

 

Current assets and deposit

   $ 632,624

Property and equipment

     33,450

Goodwill

     1,474,615

Other intangible assets

     541,000
      

Total assets acquired

     2,681,689
      

Liabilities, principally current, assumed

     908,579

Deferred income taxes

     206,123
      

Total liabilities assumed

     1,114,702
      

Net assets acquired

   $ 1,566,987
      

The following unaudited pro-forma information shows results of operations as if the acquisition had occurred at the beginning of 2007. Results for 2008 are actual results for comparative purposes.

 

     Three Months Ended
March 31,
     2008    2007

Revenue

   $ 2,345,234    1,893,975

Income before income taxes

     423,590    230,700

Net income

     264,910    146,054

Basic and diluted earnings per share

   $ 0.04    0.02

Other intangible assets consist of the following at March 31, 2008:

 

     Fair Value    Accumulated
Amortization
   Net

Contractual vendor relationships

   $ 130,000    19,500    110,500

Customer relationships

     185,000    19,821    165,179

Proprietary computer software

     226,000    24,213    201,787
                
   $ 541,000    63,534    477,466
                

Amortization of other intangible assets was $21,178 in the first quarter of 2008.

Note 3: Lines of Credit

At March 31, 2008, the Company had two bank lines of credit totaling $750,000. Subsequently, the Company increased these lines of credit to total $1,050,000. The lines of credit are at interest rates up to the prime commercial rate plus one percent and are collateralized by substantially all of the Company’s assets. Any borrowings are payable upon demand. A line of credit for $350,000 is renewable at the bank’s option, and a line of credit for $700,000 expires on May 5, 2009. No borrowings are outstanding at March 31, 2008.

Note 4: Income taxes

Income tax expense consists of the following:

 

     Three Months Ended
March 31,
     2008     2007

Current expense

   $ 199,700     64,767

Deferred expense (benefit)

     (41,020 )   21,033
            

Total income tax expense

   $ 158,680     85,800
            

 

6


The following is a reconciliation of income tax at the federal statutory rate of 34% to the income tax expense:

 

     Three Months Ended
March 31,
          2007

Income taxes at federal statutory rate

   $ 144,021    73,761

State income taxes and other

     14,659    12,039
           

Income tax expense

   $ 158,680    85,800
           

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 based on segment profit, income before taxes, less amortization expense and deferred income tax adjustments related to the purchase of Merkur Group, Inc. 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 quarter ended March 31, 2008:

 

     Internet-based    Software    Reconciling
Items (a)
    Total
Consolidated

Revenue

   $ 1,609,769    736,081    (616 )   2,345,234

Income before income taxes

     358,323    86,445    (21,178 )   423,590

Income tax expense

     135,366    30,938    (7,624 )   158,680

Net Income

     222,957    55,507    (13,554 )   264,910

Segment assets

   $ 3,726,505    1,291,194    1,952,081     6,969,780

 

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

Note 6: Fair Value

On January 1, 2008, the Company adopted the required provisions of Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under SFAS No. 157 are as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or not market activity).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Assets measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of March 31, 2008. The Company does not have any liabilities required to be reported in accordance with SFAS No. 157.

 

     Fair Value Measurements at Reporting Date Using
     Quoted Prices
In Active Markets for
Identical Instruments
(Level 1)
   Significant
Other Observable Inputs
(Level 2)
   Significant
Unobservable Inputs
(Level 3)
   Total Balance

Treasury securities

   $ 11,954    —      —      11,954

Marketable equity securities

     273,928    —      —      273,928
                     
   $ 285,882    —      —      285,882
                     

 

7


Treasury securities and marketable equity securities are included in short-term investments in the condensed consolidated balance sheet.

Note 7: Recently Issued Accounting Pronouncements

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS 157 for certain non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. Non-financial assets include the Company’s goodwill and other intangible assets. The Company does not have any non-financial liabilities. The Company has deferred the adoption of SFAS 157 with regards to non-financial assets and liabilities in accordance with FSP No. 157-2. The Company believes the adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations”. Under this revised statement, an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. In addition, acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life. The Company is required to adopt this statement in the first quarter of 2009, thereby changing the Company’s accounting treatment for business combinations on a prospective basis beginning in 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity. SFAS No. 160 is effective for us on a prospective basis for business combinations with an acquisition date beginning in the first quarter of fiscal year 2009. The Company believes the adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. The standard requires additional quantitative disclosures (provided in tabular form) and qualitative disclosures for derivative instruments. The required disclosures include how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows; relative volume of derivative activity; the objectives and strategies for using derivative instruments; the accounting treatment for those derivative instruments formally designated as the hedging instrument in a hedge relationship; and the existence and nature of credit-related contingent features for derivatives. SFAS No. 161 does not change the accounting treatment for derivative instruments. SFAS No. 161 is effective in the first quarter of fiscal year 2009. The Company believes the adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

ITEM2—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,” or “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.

 

8


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. Edict customers use its 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 financial 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 throughout the United States and Canada.

Critical Accounting Policies and Estimates

Revenue recognition

The Company recognizes revenues in accordance with the Securities Exchange Commission Staff Accounting Bulletin 101 (SAB 101), which requires the Company to recognize revenue when, in addition to other criteria, delivery has occurred or services have been rendered.

Revenues from Internet-based products and services (Web EDI and EnterpriseEC, etc) 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. The Company follows the guidance provided in Emerging Issues Task Force Abstract (“EITF”) No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” Based upon this guidance the Company records revenue from the sale of software and related products at gross, and the related software purchases are included in cost of sales. 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 American Institute of Certified Public Accountants Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” and Emerging Issues Task Force (“EITF”) No. 00-2 “Accounting for Web Site Development 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 SOP 98-1 and EITF No. 00-2, 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 Financial Accounting Standards Board Statement No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed”. 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.

 

9


Recently Issued Accounting Pronouncements

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS 157 for certain non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. Non-financial assets include the Company’s goodwill and other intangible assets. The Company does not have any non-financial liabilities. The Company has deferred the adoption of SFAS 157 with regards to non-financial assets and liabilities in accordance with FSP No. 157-2. The Company believes the adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations”. Under this revised statement, an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. In addition, acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life. The Company is required to adopt this statement in the first quarter of 2009, thereby changing the Company’s accounting treatment for business combinations on a prospective basis beginning in 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity. SFAS No. 160 is effective for us on a prospective basis for business combinations with an acquisition date beginning in the first quarter of fiscal year 2009. The Company believes the adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. The standard requires additional quantitative disclosures (provided in tabular form) and qualitative disclosures for derivative instruments. The required disclosures include how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows; relative volume of derivative activity; the objectives and strategies for using derivative instruments; the accounting treatment for those derivative instruments formally designated as the hedging instrument in a hedge relationship; and the existence and nature of credit-related contingent features for derivatives. SFAS No. 161 does not change the accounting treatment for derivative instruments. SFAS No. 161 is effective in the first quarter of fiscal year 2009. The Company believes the adoption of this standard will not have a material impact on the Company’s consolidated financial statements.

Results of Operations

Executive Summary

Results of operations for the first quarter of 2008 and 2007, presented as percentages of revenues, are summarized below:

 

     Q1 2008    % of
Net
Revenue
    Q1 2007    % of
Net
Revenue
 

Revenue

   $ 2,345,234    100 %   1,416,323    100 %

Cost of revenue

     920,846    39     508,568    36  
                        

Gross Margin

     1,424,388    61     907,755    64  

Marketing, general and administrative expenses

     1,006,002    43     713,478    50  
                        

Operating income

     418,386    18     194,277    14  

Other income, net

     5,204    —       22,668    2  
                        

Income before taxes

     423,590    18     216,945    16  

Income tax expense

     158,680    7     85,800    6  
                        

Net income

   $ 264,910    11 %   131,145    10 %
                        

 

10


 

Revenue of $2,345,234 in the first quarter of 2008 increased by $928,911, or 66%, compared to revenue in the first quarter of 2007.

 

 

Net income in the first quarter of 2008 of $264,910 increased by $133,765, or 102%, compared to net income in the first quarter of 2007.

Revenue

Revenue in the first quarter of 2008 increased by $928,911, or 66%, compared to revenue in the first quarter of 2007, resulting from revenue from software related products and services sold by Merkur Group, Inc., a wholly-owned subsidiary acquired on July 2, 2007, and continued growth of the Company’s internet-based EDI services, as indicated below:

 

     Q1 2008     Q1 2007     Increase (Decrease)  
     Amount    % of Total     Amount    % of Total     Amount    %  

Edict Systems products and services

   $ 1,609,153    69 %   1,416,323    100 %   192,830    14 %

Merkur Group products and services

     736,081    31     —      —       736,081    n/a  
                                   

Total revenue

   $ 2,345,234    100 %   1,416,323    100 %   928,911    66 %
                                   

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

 

     Q1 2008     Q1 2007     Increase (Decrease)  
     Amount    % of Total     Amount    % of Total     Amount     %  

Web EDI

              

GroceryEC

   $ 1,138,734    71 %   978,542    69 %   160,192     16 %

AutomotiveEC

     148,467    9     106,882    7     41,585     39  

Other Web EDI

     55,285    4     53,392    4     1,893     4  

EnterpriseEC

     230,227    14     222,024    16     8,203     4  

Other products and services

     36,440    2     55,483    4     (19,043 )   (34 )
                                    

Total

   $ 1,609,153    100 %   1,416,323    100 %   192,830     14 %
                                    

Revenue from the sale of Internet based EDI services to companies in the grocery industry (GroceryEC), which comprised 71% of revenue in the first quarter of 2008 compared to 69% in the first quarter in 2007, increased by $160,192, or 16% in Q1 2008 over Q1 2007. This growth reflects the Company’s strong presence in the grocery industry and continued expansion of the Company’s network of large hubs and their suppliers. The Company expects to continue to allocate resources to strengthen its position of serving small and medium sized suppliers of large grocery store companies.

Revenue from the sale of Internet based EDI services to companies in the automotive industry (AutomotiveEC), which comprised 9% of revenue in the first quarter of 2008 compared to 7% in the first quarter in 2007, increased by $41,585, or 39%, in Q1 2008 over Q1 2007. The Company is continuing its efforts to build on its current base in the automotive industry and to diversify and develop additional business in related industries.

Revenue from EnterpriseEC, the Company’s Electronic Trading Network (ETN) and trading community management platform, which comprised 14% of revenue in the first quarter of 2008 compared to 16% in the first quarter of 2007, increased $8,203, or 4%, in Q1 2008 over Q1 2007. The decrease in EnterpriseEC revenue as a percentage of total Edict Systems revenue and a slower growth rate is primarily due to pricing pressures and the availability of alternate connectivity options.

Revenue from the sale of software based products and services sold by Merkur Group in the first quarter of 2008 is summarized below:

 

     Amount    % of Total  

Software

   $ 359,583    49 %

Hardware

     77,508    10  

Maintenance contracts

     218,742    30  

Professional services

     80,248    11  
             

Total

   $ 736,081    100 %
             

 

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Gross Margin

The Company’s gross margin, as a percent of revenue, was 61% in the first quarter of 2008 compared to 64% in the first quarter of 2007. The gross margin decline was attributable primarily to sales by Merkur Group of software and related products that have lower gross margins than the Internet based products and services sold by Edict Systems.

Cost of revenue in the first quarter of 2008 increased by $412,278, compared to cost of revenue in the first quarter of 2007, due almost entirely to the inclusion of $416,416 of cost of products sold by Merkur Group in results of operations in the first quarter of 2008.

Marketing, general and administrative expenses

Marketing, general and administrative expenses increased by $292,524, or 41%, in the first quarter of 2008 compared to the first quarter of 2007, due primarily to the inclusion in Q1 2008 results of $255,739 for marketing, general and administrative expenses incurred by Merkur Group and increased expenses for accounting and auditing and employment service fees. As a percent of revenue, however, marketing, general and administrative expenses decreased from 50% of revenue in the first quarter of 2007 to 43% of revenue in the first quarter of 2008 due primarily to relatively lower marketing general and administrative expenses as a percent of revenue for Merkur Group compared to Edict Systems.

Capitalized Development Costs The following table sets forth the cost and accumulated amortization of the products comprising the Software Development Costs asset at March 31, 2008:

 

Product

   Cost    Accumulated
Amortization
   Net

Web EDI and enhancements

   $ 796,721    796,721    —  

Web EDI, new version

     229,990    67,081    162,909

EnterpriseEC

     470,661    470,661    —  

ValidateEC

     15,363    4,480    10,883
                

Total

   $ 1,512,735    1,338,943    173,792
                

Liquidity and Capital Resources

In the first three months of 2008, net cash flows from operating activities amounted to $720,387 compared to $161,668 in the first three months of 2007. This increase was related primarily to increased net income, increased amounts of non-cash charges for depreciation and amortization, and increases in accounts payable, deferred revenue, and accounts receivable resulting from the sale of software products in the first quarter of 2008.

ITEM 4T. 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

 

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chief executive officer and chief financial officer, 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, 2008.

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Period

   (a)
Total number of
shares purchased
   (b)
Average price per
share
   Total number of
shares purchased as
part of publicly
announced plans or
programs
   Approximate dollar
value of shares that
may yet be purchased
under the plans or
programs

August 9, 2007

   60,000    $ 1.25    60,000    $ 675,000

Total

   60,000    $ 1.25    60,000    $ 675,000

On August 9, 2007 the Company publicly announced, in a press release and in Form 8-K filed with the SEC, a share repurchase program for up to $750,000 in fair market value of the Company’s common stock through June 30, 2008 on the open market or in privately negotiated transactions.

ITEM 6. Exhibits and Reports on Form 8-K

 

Exhibit

Number

 

Description

  Method of Filing
3(i)   Amended Certificate of Incorporation   Previously filed (A)
3(ii)   By-laws   Previously filed (B)
  4   Instruments defining the rights of security holders including indentures   Previously filed (C)
  4.1   Amendment to warrant certificated dated August 9, 2005   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 Amendment No. 2 to Form 10-SB filed as of October 13, 2000
(B) Filed with Amendment No. 1 to Form 10-SB filed as of July 17, 2000
(C) Filed with Form 10-SB filed as of July 1, 2000.
(D) Filed with Form 10-QSB for the quarterly period ended September 30, 2005 as of November 14, 2005.

 

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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 15, 2008   By:  

/s/ Jason K. Wadzinski

    Jason K. Wadzinski
    Chief Executive Officer
    Chairman of the Board of Directors
May 15, 2008   By:  

/s/ James E. Lesch

    James E. Lesch
    Chief Financial Officer
    Principal Accounting Officer
    Member of the Board of Directors

 

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