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 June 30, 2010

 

¨ 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 August 10, 2010 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
June 30,
   Six Months Ended
June 30,
     2010    2009    2010    2009

Revenue

   $ 2,343,816    2,200,958    4,537,637    4,356,250

Cost of revenue

     921,566    930,171    1,855,550    1,829,830
                     

Gross margin

     1,422,250    1,270,787    2,682,087    2,526,420

Marketing, general and administrative expenses

     815,838    837,504    1,674,941    1,724,789
                     

Operating income

     606,412    433,283    1,007,146    801,631

Other income, net

     1,205    25,484    2,004    5,834
                     

Income before income taxes

     607,617    458,767    1,009,150    807,465

Income tax expense

     207,777    147,504    345,034    261,526
                     

Net income

   $ 399,840    311,263    664,116    545,939
                     

Earnings per share – basic and diluted

   $ .006    .005    .010    .008
                     

Weighted average shares outstanding – basic and diluted

     66,722,590    66,890,260    66,722,590    67,006,980
                     

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

 

2


ADVANT-E CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

 

     June 30, 2010
(Unaudited)
   December 31, 2009  

Assets

     

Current Assets:

     

Cash and cash equivalents

   $ 2,959,670    2,713,996   

Accounts receivable, net

     795,345    634,055   

Prepaid software maintenance costs

     191,517    162,507   

Prepaid expenses and deposits

     47,165    75,519   

Prepaid income taxes

     —      39,798   

Deferred income taxes

     160,903    139,144   
             

Total current assets

     4,154,600    3,765,019   

Software development costs, net

     227,091    149,956   

Property and equipment, net

     271,132    312,821   

Goodwill

     1,474,615    1,474,615   

Other intangible assets, net

     286,864    329,220   
             

Total assets

   $ 6,414,302    6,031,631   
             

Liabilities and Shareholders’ Equity

     

Current liabilities:

     

Accounts payable

   $ 122,942    115,546   

Dividend payable

     667,226    1,334,452   

Accrued salaries and other expenses

     385,085    146,699   

Income taxes payable

     50,341    —     

Deferred revenue

     680,302    582,298   
             

Total current liabilities

     1,905,896    2,178,995   

Deferred income taxes

     252,678    261,024   
             

Total liabilities

     2,158,574    2,440,019   
             

Shareholders’ equity:

     

Common stock, $.001 par value; 100,000,000 shares authorized; 66,722,590 shares issued and outstanding at June 30, 2010; 66,951,010 shares issued and 66,722,590 shares outstanding at December 31, 2009

     66,723    66,951   

Paid-in capital

     1,936,257    1,964,221   

Retained earnings

     2,252,748    1,588,632   

Treasury stock at cost, 228,420 shares at December 31, 2009

     —      (28,192
             

Total shareholders’ equity

     4,255,728    3,591,612   
             

Total liabilities and shareholders’ equity

   $ 6,414,302    6,031,631   
             

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)

 

     Six Months Ended
June 30,
 
     2010     2009  

Cash flows from operating activities:

    

Net income

   $ 664,116      545,939   

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

    

Depreciation

     110,020      125,716   

Amortization of software development costs

     30,669      40,892   

Amortization of other intangible assets

     42,356      42,356   

Loss on disposal of property and equipment

     800      —     

Deferred income taxes

     (30,105   (74,778

Purchases of trading securities

     —        (87,591

Proceeds from sales of trading securities

     —        123,056   

Net unrealized gain on trading securities

     —        (24,158

Net realized loss on sales of securities

     —        24,082   

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

    

Accounts receivable

     (161,290   (111,470

Prepaid software maintenance costs

     (29,010   (20,210

Prepaid expenses and deposits

     28,354      15,258   

Prepaid income taxes

     39,798      (2,709

Accounts payable

     7,396      (49,749

Accrued salaries and other expenses

     238,386      64,163   

Income taxes payable

     50,341      —     

Deferred revenue

     98,004      30,153   
              

Net cash flows from operating activities

     1,089,835      640,950   
              

Cash flows from investing activities:

    

Purchases of property and equipment

     (69,131   (9,569

Software development costs

     (107,804   —     
              

Net cash flows from investing activities

     (176,935   (9,569
              

Cash flows from financing activities:

    

Purchase of treasury shares

     —        (42,190

Dividends paid

     (667,226   —     
              

Net cash flows from financing activities

     (667,226   (42,190
              

Net increase in cash and cash equivalents

     245,674      589,191   

Cash and cash equivalents, beginning of period

     2,713,996      2,090,005   
              

Cash and cash equivalents, end of period

   $ 2,959,670      2,679,196   
              

Supplemental disclosures of cash flow items:

    

Income taxes paid

   $ 285,000      339,013   

Non-cash transaction: retirement of shares

     28,192      623   

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)

June 30, 2010

Note 1: Basis of Presentation, Organization and Other Matters

The accompanying unaudited interim consolidated condensed financial statements as of June 30, 2010 and for the three and six-month periods ended June 30, 2010 and 2009, together with the accompanying consolidated condensed balance sheet as of December 31, 2009, 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 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 and six months ended June 30, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010. 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 2009 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 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.

Note 2: Stock Split and Dividend

In 2009 the Company completed a ten-for-one stock split of the Company’s common stock, wherein shareholders of record on November 30, 2009 received on December 2, 2009 nine additional shares of stock for each share held on that date. As a result, the Company issued 60,255,909 additional shares. All references to shares and per share amounts in the accompanying consolidated condensed financial statements and notes to consolidated financial statements report the effect of the stock split retrospectively.

In 2009 the Company’s Board of Directors declared a dividend of $0.03 per share (after the aforementioned ten-for-one stock split), payable in three installments of $.01 each. The first installment was paid in December 2009 and the second installment was paid in June 2010. The third and final installment is payable by no later than December 31, 2010. The Company reported as a current liability on the accompanying consolidated condensed balance sheet the third installment totaling $667,226 ($0.01 per share).

 

5


Note 3: Line of Credit

At June 30, 2010, the Company has a $1,500,000 bank line of credit. Any 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 at June 30, 2010.

Note 4: Income taxes

Income tax expense consists of the following:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2010     2009     2010     2009  

Current expense

   $ 214,501      177,244      375,139      336,304   

Deferred benefit

     (6,724   (29,740   (30,105   (74,778
                          

Total income tax expense

   $ 207,777      147,504      345,034      261,526   
                          

The difference between total income tax expense and the amount computed at the federal statutory rate of 34% is attributable to the effects of certain non-deductible expenses in the three and six months ended June 30, 2010 and to the effect of state income taxes in the three and six months ended June 30, 2009.

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 June 30, 2010 and 2009:

 

     Three Months Ended June 30, 2010
     Internet-based    Software    Reconciling
Items (a)
    Total
Consolidated

Revenue

   $ 1,893,311    450,505    —        2,343,816

Income before income taxes

     494,074    134,720    (21,178   607,616

Income tax expense

     169,152    45,827    (7,202   207,777

Net Income

     324,922    88,894    (13,976   399,840

Segment assets at June 30, 2010

     2,949,262    1,641,267    1,823,773      6,414,302
     Three Months Ended June 30, 2009
     Internet-based    Software    Reconciling
Items (a)
    Total
Consolidated

Revenue

   $ 1,759,693    441,265    —        2,200,958

Income before income taxes

     376,146    103,799    (21,178   458,767

Income tax expense

     123,200    31,506    (7,202   147,504

Net Income

     252,946    72,293    (13,976   311,263

Segment assets at June 30, 2009

     3,047,956    1,408,095    1,865,737      6,321,788

The following segment information is for the six months ended June 30, 2010 and 2009:

 

     Six Months Ended June 30, 2010
     Internet-based    Software    Reconciling
Items (a)
    Total
Consolidated

Revenue

   $ 3,794,692    742,945    —        4,537,637

Income before income taxes

     909,430    142,076    (42,356   1,009,150

Income tax expense

     311,109    48,328    (14,403   345,034

Net Income

     598,321    93,748    (27,953   664,116

 

6


     Six Months Ended June 30, 2009
     Internet-based    Software    Reconciling
Items (a)
    Total
Consolidated

Revenue

   $ 3,480,598    875,652    —        4,356,250

Income before income taxes

     696,671    153,150    (42,356   807,465

Income tax expense

     235,763    48,444    (22,681   261,526

Net Income

     460,908    104,706    (19,675   545,939

 

(a) Reconciling items generally 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 less than 3% of consolidated revenue in the six months ended June 30, 2010 and 2009.

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 Company does not anticipate the adoption of this guidance will have a material impact on the 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 Company does not anticipate the adoption of this guidance will have a material impact on the consolidated condensed financial statements.

In December 2009, the FASB issued ASU 2009-17, which codifies Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R)” issued in June 2009. ASU 2009-17 requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASU 2009-17 was effective for annual reporting periods beginning after November 15, 2009. The adoption of this guidance had no material impact on the Company’s consolidated condensed financial statements.

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,” 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.

 

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 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 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. 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 a 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: Second Quarter of 2010 Compared to Second Quarter of 2009

Revenue

Revenue for the Company in the second quarter of 2010 increased 6% compared to the second quarter of 2009. Revenue for Edict Systems increased by 8% and revenue for Merkur Group increased by 2%.

 

     Q2 2010    Q2 2009    Increase
     Amount    % of Total    Amount    % of Total    Amount    %

Edict Systems

   $ 1,893,311    81    1,759,693    80    133,618    8

Merkur Group

     450,505    19    441,265    20    9,240    2
                             

Total revenue

   $ 2,343,816    100    2,200,958    100    142,858    6
                             

Edict Systems Revenue.

Revenue in the second quarter of 2010 and 2009 from the sale of Internet based Electronic Data Interchange (EDI) products and services sold by Edict Systems is summarized below:

 

     Q2 2010    Q2 2009    Increase (Decrease)  
     Amount    % of Total    Amount    % of Total    Amount     %  

Web EDI

                

GroceryEC

   $ 1,324,038    70    1,213,132    69    110,906      9   

AutomotiveEC

     155,461    8    133,858    7    21,603      16   

Other Web EDI

     49,931    3    50,620    3    (689   (1

EnterpriseEC

     344,129    18    332,554    19    11,575      3   

Other products and services

     19,752    1    29,529    2    (9,777   (50
                              

Total

   $ 1,893,311    100    1,759,693    100    133,618      8   
                              

 

 

Revenue from GroceryEC increased 9% in the second quarter of 2010 compared to the second quarter of 2009 due to an increase in the volume of transactions processed and due to a nominal price increase in January 2010.

 

 

Revenue from AutomotiveEC increased by 16% in the second quarter of 2010 compared to the second quarter of 2009 due to an increase in the volume of transactions and to the aforementioned price increase.

 

 

Revenue from EnterpriseEC, the Company’s value added network, increased by 3% in the second quarter of 2010 compared to the second quarter of 2009 due to increased volume of EDI transactions processed for large grocery companies. Significant pricing pressures and the availability of alternate connectivity options continue to adversely affect revenue growth for EnterpriseEC.

The Company is continuing its product development and sales and marketing efforts to increase activity in currently supported industries and to develop business in other industries, primarily health care and consumer packaged goods.

 

9


Merkur Group Revenue.

Revenue in the second quarter of 2010 and 2009 from the sale of software based products and services sold by Merkur Group is summarized below:

 

     Q2 2010    Q2 2009    Increase (Decrease)  
     Amount    % of Total    Amount    % of Total    Amount     %  

Software

   $ 104,804    23    117,893    28    (13,089   (11

Hardware

     40,376    9    46,030    10    (5,654   (12

Maintenance contracts

     219,813    49    212,847    48    6,966      3  

Professional services

     78,355    17    58,569    13    19,786      34   

Other

     7,157    2    5,926    1    1,231      21   
                              

Total

   $ 450,505    100    441,265    100    9,240      2   
                              

Revenue for Merkur Group increased by 2% in the second quarter of 2010 compared to the second quarter of 2009 due primarily to increased professional services revenue related to installation of software version upgrades and document processing capacity upgrades. Some customers continued to delay software purchases due to persistent doubts concerning the economic recovery and the uncertainty of future economic conditions. These postponed software decisions have a direct adverse affect on all Merkur’s revenue sources.

Merkur Group revenue in the second quarter of 2010 showed significant improvement compared to the first quarter of 2010 as revenue increased by $158,065, or 54%. This increased revenue occurred along all lines of products and services, but particularly software, hardware, and professional services.

Net income

Net income for the second quarter of 2010 compared to the second quarter of 2009 is summarized below.

 

                 Increase
     Q2 2010     Q2 2009     Amount    %

Edict Systems

   $ 324,922      252,946      71,976    28

Merkur Group

     88,894      72,293      16,601    23

Amortization of intangible assets, net of income tax effects

     (13,976   (13,976   —      —  
                     

Total Net income

   $ 399,840      311,263      88,577    28
                     

 

 

The increase for Edict Systems was due primarily to revenue growth described above together with no appreciable increase in overall costs and expenses.

 

 

The increase for Merkur Group was primarily due to workforce reductions, decreased sales commissions and profit-related bonuses, and reduced marketing expenses.

 

 

Merkur Group net income in the second quarter of 2010 showed substantial improvement compared to the first quarter of 2010 as net income increased by $84,039 from $4,855. The increase occurred as a result of revenue increases along all lines of products and services and reductions in certain costs and expenses.

Gross margin and cost of revenue

The Company’s gross margin, as a percent of revenue, increased from 58% in the second quarter of 2009 to 61% in the second quarter of 2010 on the strength of increased revenue coupled with a slight decline in cost of revenue.

Marketing, general and administrative expenses

Marketing, general and administrative expenses decreased by $21,666, or 3%, in the second quarter of 2010 compared to the second quarter of 2009, due primarily to reductions of sales commissions, profit-related bonuses, and certain sales and marketing expenses.

Other income, net

Other income, net declined by $24,279 in the second quarter of 2010 compared to the second quarter of 2009 because the Company reported gains on short-term investments in the second quarter of 2009 which did not occur in 2010.

 

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Results of Operations: Six Months Ended June 30, 2010 compared to Six Months Ended June 30, 2009

Revenue

Revenue for the Company in the first six months of 2010 increased 4% compared to the first six months of 2009. Revenue for Edict Systems increased by 9% and revenue for Merkur Group decreased by 15%.

 

     Six months ended
June 30, 2010
   Six months ended
June 30, 2009
   Increase (Decrease)  
     Amount    % of Total    Amount    % of Total    Amount     %  

Edict Systems

   $ 3,794,692    84    3,480,598    80    314,094      9   

Merkur Group

     742,945    16    875,652    20    (132,707   (15
                              

Total revenue

   $ 4,537,637    100    4,356,250    100    181,387      4   
                              

Edict Systems Revenue

Revenue in the first six months of 2010 and 2009 from the sale of Internet based Electronic Data Interchange (EDI) products and services sold by Edict Systems are summarized below:

 

     Six months ended
June 30, 2010
   Six months ended
June 30, 2009
   Increase
     Amount    % of Total    Amount    % of Total    Amount    %

Web EDI

                 

GroceryEC

   $ 2,636,074    69    2,387,272    69    248,802    10

AutomotiveEC

     308,352    8    280,261    8    28,091    10

Other Web EDI

     100,504    3    99,995    3    509    1

EnterpriseEC

     678,071    18    654,058    19    24,013    4

Other products and services

     71,691    2    59,012    1    12,679    71
                             

Total

   $ 3,794,692    100    3,480,598    100    314,094    9
                             

 

 

Revenue from GroceryEC increased 10% in the first six months of 2010 compared to the first six months of 2009, due to an increase in the volume of transactions processed and due to a nominal price increase in January 2010.

 

 

Revenue from AutomotiveEC increased by 10% in the first six months of 2010 compared to the first six months of 2009 due to an increase in the volume of transactions processed and the aforementioned price increase.

 

 

Revenue from EnterpriseEC, the Company’s value added network, increased by 4% in the first six months of 2010 compared to the first six months of 2009 due to increased volume of EDI transactions processed for large grocery companies.

Merkur Group Revenue

Revenue in the first six months of 2010 and 2009 from the sale of software based products and services sold by Merkur Group is summarized below:

 

     Six months ended
June 30, 2010
   Six months ended
June 30, 2009
   Increase (Decrease)  
     Amount    % of Total    Amount    % of Total    Amount     %  

Software

   $ 124,759    17    220,582    25    (95,823   (43

Hardware

     61,248    8    64,610    7    (3,362   (5

Maintenance contracts

     435,613    59    440,347    50    (4,734   (1

Professional services

     108,470    15    142,269    17    (33,799   (24

Other

     12,855    2    7,844    1    5,011      64   
                              

Total

   $ 742,945    100    875,652    100    (132,707   (15
                              

Revenue for Merkur Group decreased by 15% in the first six months of 2010 compared to the first six months of 2009 as some customers continued to delay software purchases due to persistent doubts concerning the economic recovery and the uncertainty of future economic conditions. This decrease occurred primarily in the first quarter of 2010, however, as total revenue increased slightly in the second quarter of 2010 compared to 2009.

 

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Net Income

Net income for the first six months of 2010 compared to the first six months of 2009 is summarized below:

 

     Six months ended
June 30, 2010
    Six months ended
June 30, 2009
    Increase (Decrease)  
         Amount     %  

Edict Systems

   $ 598,321      460,908      137,413      30   

Merkur Group

     93,748      104,706      (10,958   (10

Amortization of intangible assets, net of income tax effects

     (27,953   (19,675   (8,278   (42
                      

Total Net Income

   $ 664,116      545,939      118,177      21  
                      

 

 

The increase for Edict Systems was due to increased revenue from all lines of products and services, partially offset by increased personnel-related expenses pertaining to the addition of customer service and marketing personnel.

 

 

The decline for Merkur Group was due to decreased revenue that occurred in the first quarter of 2010. Merkur partially offset the revenue decline by reductions in personnel, sales commissions, profit-related bonuses, and certain sales and marketing expenses.

Gross margin and cost of revenue

The Company’s gross margin, as a percent of revenue, increased from 58% in the first six months of 2009 to 59% in the first six months of 2010 primarily due to continuing efforts to control costs and due to growth in revenue from Edict Systems products and services which overall have a higher gross margin than Merkur’s products and services.

Marketing, general and administrative expenses

Marketing, general and administrative expenses decreased by $49,848, or 3%, in the first six months of 2010 compared to the first six months of 2009, due primarily to reductions of sales commissions, profit-related bonuses, and certain sales and marketing expenses.

Liquidity and Capital Resources

In the first six months of 2010, the Company generated net cash flows from operating activities of $1,089,835 due primarily to net income adjusted for non-cash expenses for depreciation and amortization, payment of the January 1, 2010 payroll on December 31, 2009, and increased deferred revenue related to software maintenance contracts and certain development contracts.

Management believes that the Company will have sufficient financial resources to meet business requirements during the remainder of 2010 that include payment of the final installment of the dividends declared in 2009 totaling $667,226, reported as a current liability on the June 30, 2010 consolidated condensed balance sheet.

The Company has available an unused line of credit for $1.5 million that expires on June 29, 2011.

Changes in Consolidated Condensed Balance Sheet from December 31, 2009 to June 30, 2010

Some balance sheet changes that occurred in the first six months of 2010 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 $161,290 because software maintenance contract billings are substantially higher in 2010 than in the fourth quarter of 2009, and because relatively low revenue for Merkur in the fourth quarter of 2009 resulted in a relatively low accounts receivable balance at December 31, 2009.

 

 

Software development costs increased by $77,135 due to the capitalization of $107,804 of salaries, wages, and payroll taxes during the first six months of 2010 related to enhancements of the new version of Web EDI, reduced by amortization expense of $30,669 related to software development costs that were capitalized primarily in 2006 and 2007.

 

 

Income taxes payable increased by $50,341 and the related prepaid income taxes decreased by $39,798. These amounts resulted from applying the overpayment of income taxes at December 31, 2009 to 2010 income taxes and from the calculation methods and timing of 2010 quarterly estimated tax payments.

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.

 

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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 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 June 30, 2010.

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 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)

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 10-K filed as of March 30, 2010
(B) Filed with Amendment No. 1 to Form 10-SB filed as of July 17, 2000
(C) 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)

August 10, 2010   By:  

/s/ Jason K. Wadzinski

    Jason K. Wadzinski
    Chief Executive Officer
    Chairman of the Board of Directors
August 10, 2010   By:  

/s/ James E. Lesch

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

 

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