Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

 


FORM 10-QSB

 


(Mark One)

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

For the quarterly period ended March 31, 2007

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from              to             

COMMISSION FILE NUMBER: 0-30983

 


ADVANT-E CORPORATION

(Exact name of small business issuer 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

(Issuer’s telephone number)

 


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 14, 2007 the issuer had 6,478,714 outstanding shares of Common Stock, $.001 Par Value.

Transitional Small Business Disclosure Format:    Yes  ¨    No  x

 



PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

ADVANT-E CORPORATION AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

 

     Three Months Ended
March 31,
     2007    2006

Revenue

   $ 1,416,323    1,262,169

Cost of revenue

     508,568    407,868
           

Gross margin

     907,755    854,301

Marketing, general and administrative expenses

     713,478    595,855
           

Operating income

     194,277    258,446

Other income, net

     22,668    16,975
           

Income before taxes

     216,945    275,421

Income tax expense

     85,800    107,715
           

Net income

   $ 131,145    167,706
           

Basic earnings per share

   $ 0.02    0.03
           

Diluted earnings per share

   $ 0.02    0.03
           

Weighted average shares outstanding

     6,478,714    6,403,174
           

Weighted average shares outstanding, assuming dilution

     6,478,714    6,426,009
           

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

 

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ADVANT-E CORPORATION AND SUBSIDIARY

CONSOLIDATED CONDENSED BALANCE SHEETS

 

    

March 31, 2007

(Unaudited)

   December 31,
2006

Assets

     

Current Assets:

     

Cash and cash equivalents

   $ 2,313,287    2,209,782

Short-term investments

     275,846    274,434

Accounts receivable, net

     448,948    477,639

Prepaid expenses and deposit

     56,470    28,339
           

Total current assets

     3,094,551    2,990,194

Software development costs, net

     244,896    247,621

Property and equipment, net

     381,010    386,697
           

Total assets

   $ 3,720,457    3,624,512
           

Liabilities and Shareholders’ Equity

     

Current liabilities:

     

Accounts payable

   $ 79,449    66,936

Accrued salaries and other expenses

     125,791    157,802

Income taxes payable

     69,409    109,642

Deferred income taxes

     74,430    53,119

Deferred revenue

     116,344    112,846
           

Total current liabilities

     465,423    500,345

Deferred income taxes

     165,506    165,784
           

Total liabilities

     630,929    666,129
           

Shareholders’ equity:

     

Common stock, $.001 par value; 20,000,000 shares authorized; 6,478,714 outstanding

     6,478    6,478

Paid-in capital

     1,641,906    1,641,906

Retained earnings

     1,441,144    1,309,999
           

Total shareholders’ equity

     3,089,528    2,958,383
           

Total liabilities and shareholders’ equity

   $ 3,720,457    3,624,512
           

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

 

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ADVANT-E CORPORATION AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

 

    

Three Months Ended

March 31,

 
     2007     2006  

Cash flows from operating activities:

    

Net income

   $ 131,145     167,706  

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

    

Depreciation

     48,487     29,553  

Amortization of software development costs

     18,088     32,383  

Loss on disposal of assets

     —       24,221  

Deferred income taxes

     21,033     35,723  

Purchases of trading securities

     (74,483 )   —    

Proceeds from sales of trading securities

     79,679     —    

Net realized gains on sales of securities

     (6,608 )   (4,241 )

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

    

Accounts receivable

     28,691     (48,874 )

Prepaid expenses

     (28,131 )   3,288  

Accounts payable

     12,513     19,694  

Accrued salaries and other expenses

     (32,011 )   16,796  

Income taxes payable

     (40,233 )   (298,008 )

Deferred revenue

     3,498     27,426  
              

Net cash flows from operating activities

     161,668     5,667  
              

Cash flows from investing activities:

    

Purchases of available-for-sale securities

     —       (35,545 )

Proceeds from sale of available-for-sale securities

     —       36,914  

Purchases of equipment

     (42,800 )   (28,697 )

Software development costs

     (15,363 )   (69,649 )
              

Net cash flows from investing activities

     (58,163 )   (96,977 )
              

Net increase (decrease) in cash and cash equivalents

     103,505     (91,310 )

Cash and cash equivalents, beginning of period

     2,209,782     1,763,435  
              

Cash and cash equivalents, end of period

   $ 2,313,287     1,672,125  
              

Supplemental disclosures of cash flow items:

    

Income taxes paid

   $ 105,000     370,000  

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

 

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ADVANT-E CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

March 31, 2007

Note 1: Basis of Presentation

The accompanying unaudited consolidated condensed financial statements include the accounts of Advant-e Corporation and its wholly-owned subsidiary Edict Systems, Inc. (the “Company”). Inter-company accounts and transactions are eliminated in consolidation.

The statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all of the information and notes to financial statements required by U.S. generally accepted accounting principles for complete financial statements. 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.

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.

Results of operations for the three months ended March 31, 2007 are not necessarily indicative of the results to be expected for the full year ending December 31, 2007. 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 2006 Form 10-KSB filed with the Securities and Exchange Commission.

Note 2: Software Development Costs

Software development costs at March 31, 2007 and the changes during the three months then ended are summarized as follows:

 

     Cost   

Accumulated

Amortization

   Net  

Balance, January 1, 2007

   $ 1,497,372    1,249,751    247,621  

Additions

     15,363    —      15,363  

Amortization

     —      18,088    (18,088 )
                  

Balance, March 31, 2007

   $ 1,512,735    1,267,839    244,896  
                  

The unamortized costs relate exclusively to internal use software and costs associated with web site development and related enhancements. The additions in the first three months of 2007 relate to costs capitalized in connection with the development of a new hosted service value-added application.

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 lives 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.

Note 3: Income taxes

Income tax expense consists of the following:

 

     Three Months Ended
March 31,
     2007    2006

Current expense

   $ 64,767    71,992

Deferred expense

     21,033    35,723
           

Total income tax expense

   $ 85,800    107,715
           

 

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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    2006

Income taxes at federal statutory rate

   $ 73,761    93,643

State income taxes and other

     12,039    14,072
           

Income tax expense

   $ 85,800    107,715
           

Note 4: Earnings per share

The reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three months ended March 31, 2007 and 2006, respectively, follows:

 

    

Income

(Numerator)

  

Average Shares

(Denominator)

  

Per Share

Amount

Three months ended March 31, 2007

        

Earnings per share:

        

Net income available to shareholders

   $ 131,145    6,478,714    $ 0.02
                  

Three months ended March 31, 2006

        

Basic and diluted earnings per share:

        

Net income available to shareholders

   $ 167,706    6,403,174    $ 0.03

Effect of potentially dilutive securities:

        

Outstanding warrants

     —      22,835      —  
                  

Net income available to shareholders plus assumed exercise of warrants

   $ 167,706    6,426,009    $ 0.03
                  

At March 31, 2006 the Company had 95,000 outstanding warrants for the purchase of the Company’s common stock, as follows: 75,000 shares at $1.205 per share which were exercised in December 2006, and 20,000 shares at $1.48 per share which expired on June 25, 2006.

Note 5: Comprehensive income

The components of comprehensive income, net of tax, were as follows:

 

     Three Months Ended
March 31,
 
     2007    2006  

Net income

   $ 131,145    167,706  

Other comprehensive income:

     

Net unrealized gain on available-for-sale securities (net of taxes of $7,399)

     —      11,996  

Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income (net of taxes of $1,618)

     —      (2,623 )
             

Total comprehensive income

   $ 131,145    177,079  
             

In the fourth quarter of 2006 management determined that it was appropriate to reclassify the short-term investments from available-for-sale securities to trading securities due to the active and frequent buying and selling of the securities. As a result, unrealized gains and losses are recognized in net income for periods beginning after September 30, 2006.

Note 6: Recently Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 is effective for the Company beginning in the first quarter of fiscal year 2008, although earlier adoption is permitted. The Company did not elect to adopt early the provisions of SFAS No. 159, and the Company does not believe the adoption in 2008 of this Standard will have a material impact on the financial statements.

 

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ITEM2— MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Form 10-QSB contains forward-looking statements, including statements regarding the expectations of future operations. For this purpose, any statements contained in this Form 10-QSB 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.

Products and services

The Company, through its wholly-owned subsidiary Edict Systems, Inc., is a provider of business-to-business (“B2B”) electronic commerce (“e-commerce”) products and services, offering Electronic Data Interchange (“EDI”) based and proprietary solutions for businesses of all sizes. The Company develops, markets, and supports B2B e-commerce software products and provides Internet-based communication and data processing services that enable businesses to process transactions electronically.

The Company provides consultative services for its customers, generally small and medium sized suppliers of larger companies, where the Company interfaces between its customers and the buyers to facilitate the EDI connectivity required for document processing.

The following comprise the Company’s three principal business products/services:

 

 

Web EDI—Internet-based supply chain solution for the grocery and other industries

 

 

EnterpriseEC®`®—Internet-based Electronic Business Transaction Network Services

 

 

Value-Added Applications—Internet-based solutions that enhance the value of electronic commerce capabilities

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 twelve-month to twenty-four-month contract period.

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,

 

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“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.

Recently Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 is effective for the Company beginning in the first quarter of fiscal year 2008, although earlier adoption is permitted. The Company did not elect to adopt early the provisions of SFAS No. 159, and the Company does not believe the adoption in 2008 of this Standard will have a material impact on the financial statements.

Results of Operations

Executive Summary

The Company’s revenue in the first quarter of 2007 of $1,416,323 increased by $154,154, or 12%, over revenue in the first quarter of 2006. Increases occurred in the Company’s major products, GroceryEC, AutomotiveEC, and EnterpriseEC. Net income in the first quarter of 2007 of $131,145 decreased by $36,561 (22%) compared to net income of $167,706 in the first quarter of 2006.

Revenue

The Company’s revenue increase of 12% is less than recent historical rates of increase that ranged from 19% to 29% when comparing each quarter in 2004 through 2006 to the comparable quarter of the prior year. Revenue from AutomotiveEC increased by 27%, and revenue from EnterpriseEC, the Company’s Electronic Trading Network service, increased by 29%; however, revenue from GroceryEC, which comprised approximately 69% of the Company’s revenue in the first quarter of both 2007 and 2006, and revenue from other Web EDI products grew by 11%. Revenue from Hub and Spoke ramp related shipments of printers and related labeling software and testing and certification services decreased by $34,252, or 62%. The Company is re-channeling its sales and marketing efforts to increase the rate of revenue growth in the last half of 2007 by targeting specific companies primarily in the grocery, automotive and OEM and consumer packaged goods industries with the objective of adding several new Hub Companies to the Company’s Hub and Spoke marketing program.

Gross margin

The Company’s gross margin, as a percent of revenue, was 64% in the first quarter of 2007 compared to 68% in the first quarter of 2006. The gross margin in the first quarter of 2007 declined primarily because lower than expected revenue growth was insufficient to cover increased technical and support personnel costs in the first quarter of 2007 compared to the first quarter of 2006. These costs increased by approximately $75,028 due to salary increases for key technical and support personnel and the addition of employees. Gross margin was also adversely affected by a $23,026 reduction in capitalized software development costs.

Marketing, general and administrative expenses

Marketing, general and administrative expenses increased by $117,623, or 20%, in the first quarter of 2007 compared to the first quarter of 2006; and increased from 47% of revenue in the first quarter of 2006 to 50% of revenue in the first quarter of 2007. The increases occurred primarily as a result of an additional $66,417 for personnel costs related to an increase in the number of sales and marketing personnel and for salary increases for key sales personnel. Additional spending of $32,198 for programs intended to accelerate revenue growth in the grocery, automotive and other industries also contributed to the increase.

 

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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, 2007:

 

Product

   Cost   

Accumulated

Amortization

   Net

Web EDI and enhancements

   $ 796,721    796,721    —  

Web EDI, new version

     229,990    457    229,533

Hosted service value-added-applications

     15,363    —      15,363

EnterpriseEC

     470,661    470,661    —  
                

Total

   $ 1,512,735    1,267,839    244,896
                

The Company has essentially completed the capitalization of software development costs for its new version of Web EDI, and expects to implement the new version later in 2007.

Liquidity and Capital Resources

In the first three months of 2007, net cash flows from operating activities amounted to $156,472 compared to $5,667 in the first three months of 2006. This increase was caused primarily by the payment of Federal income taxes, in accordance with IRS regulations, in the first quarter of 2006 for the 2005 tax year, whereas payments in the first quarter of 2007 related to last year, 2006.

 

ITEM 3. Controls and Procedures

Attached as exhibits to the Form 10-QSB 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-QSB. 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 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-QSB for the quarterly period ended March 31, 2007.

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.

 

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PART II. OTHER INFORMATION

 

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, 2007

  By:  

/s/ Jason K. Wadzinski

    Jason K. Wadzinski
    Chief Executive Officer
    Chairman of the Board of Directors

May 15, 2007

  By:  

/s/ James E. Lesch

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

 

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