10-Q

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, 2012

¨ 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.)

2434 Esquire Dr.

Beavercreek, Ohio 45431

(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  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	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

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

As of May 15, 2012 the issuer had 66,722,590 outstanding shares of Common Stock, $.001 Par Value.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

ADVANT-E CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

	Three Months Ended March 31,
	2012		2011
Revenue	$	2,465,438		2,300,420
Cost of revenue		1,023,737		917,892
Gross margin		1,441,701		1,382,528
Marketing, general and administrative expenses		854,972		799,457
Operating income		586,729		583,071
Other income, net		810		1,127
Income before income taxes		587,539		584,198
Income tax expense		200,332		199,111
Net income	$	387,207		385,087
Earnings per share – basic and diluted	$	0.006		0.006
Weighted average shares outstanding – basic and diluted		66,722,590		66,722,590

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

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ADVANT-E CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

	March 31,  2012 (Unaudited)		December 31, 2011
Assets
Current Assets:
Cash and cash equivalents	$	4,230,826		3,459,402
Accounts receivable, net		828,102		784,239
Prepaid software maintenance costs		209,462		190,429
Prepaid expenses and deposits		104,094		107,871
Prepaid income taxes		—		1,910
Deferred income taxes		222,265		207,336
Total current assets		5,594,749		4,751,187
Software development costs, net		232,979		262,102
Property and equipment, net		155,498		171,199
Goodwill		1,474,615		1,474,615
Other intangible assets, net		138,618		159,796
Total assets	$	7,596,459		6,818,899
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	121,135		112,402
Income taxes payable		224,959		—
Accrued salaries and other expenses		294,250		205,334
Deferred revenue		838,181		748,828
Total current liabilities		1,478,525		1,066,564
Deferred income taxes		176,848		198,456
Total liabilities		1,655,373		1,265,020
Shareholders’ equity:
Common stock, $.001 par value; 100,000,000 shares authorized; 66,722,590 shares issued and outstanding		66,723		66,723
Paid-in capital		1,936,257		1,936,257
Retained earnings		3,938,106		3,550,899
Total shareholders’ equity		5,941,086		5,553,879
Total liabilities and shareholders’ equity	$	7,596,459		6,818,899

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

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ADVANT-E CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	387,207			385,087
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		27,274			42,078
Amortization of software development costs		29,123			—
Amortization of other intangible assets		21,178			21,178
Deferred income taxes		(36,537	)		(20,386	)
Increase (decrease) in cash and cash equivalents arising from changes in assets and liabilities:
Accounts receivable		(43,863	)		(46,006	)
Prepaid software maintenance costs		(19,033	)		(27,727	)
Prepaid expenses and deposits		3,777			8,700
Prepaid income taxes		1,910			—
Accounts payable		8,733			55,650
Income taxes payable		224,959			169,497
Accrued salaries and other expenses		88,916			93,332
Deferred revenue		89,353			59,895
Net cash flows from operating activities		782,997			741,298
Cash flows from investing activities:
Purchases of property and equipment		(11,573	)		(6,236	)
Software development costs		—			(40,636	)
Net cash flows from investing activities		(11,573	)		(46,872	)
Net increase in cash and cash equivalents		771,424			694,426
Cash and cash equivalents, beginning of period		3,459,402			2,963,172
Cash and cash equivalents, end of period	$	4,230,826			3,657,598
Supplemental disclosures of cash flow items:
Income taxes paid	$	10,000			50,000

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

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ADVANT-E CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

March 31, 2012

Note 1: Basis of Presentation, Organization and Other Matters

The accompanying unaudited interim consolidated condensed financial statements as of March 31, 2012 and for the three month period ended March 31, 2012 and 2011, together with the accompanying consolidated condensed balance sheet as of December 31, 2011, which has been derived from audited financial statements, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although management believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited interim consolidated condensed financial statements include all adjustments, which were normal and recurring in nature, considered necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods.

Results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year ending December 31, 2012. These unaudited interim consolidated condensed financial statements should be read in conjunction with the consolidated financial statements, accounting policies, and financial notes thereto included in Advant-e Corporation’s 2011 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 enable its customers to send and receive business documents electronically in standard and proprietary formats. Edict Systems, Inc. specializes in providing hosted Electronic Data Interchange solutions that utilize the Internet as the primary communications method. Customers use Edict Systems, Inc. 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, Inc. 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, Inc. 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, and to a lesser extent Mexico, Europe and Puerto Rico.

Principles of Consolidation

The consolidated condensed financial statements include the accounts of Advant-e Corporation and its wholly-owned subsidiaries, Edict Systems, Inc., and Merkur Group, Inc. Inter-company accounts and transactions are eliminated in consolidation. Management evaluates related party relationships for variable interest entity considerations.

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.

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Note 2: Software Development costs

Software development costs at March 31, 2012 and the changes during the three months then ended are summarized as follows:

	Cost		Accumulated Amortization		Net
Balance, January 1, 2012	$	1,862,203		1,600,101		262,102
Amortization		—		29,123		29,123
Balance, March 31, 2012		1,862,203		1,629,224		232,979

Software development costs are for internal use software and for website development and related enhancements. The balance consists primarily of development costs related to the latest version of the Company’s Web EDI service. The majority of the enhancements related to this upgrade have been completed.

Note 3: Line of Credit

At March 31, 2012, the Company has a $1,500,000 bank line of credit. Borrowings under the line of credit accrue interest at the bank’s prime commercial rate, are collateralized by substantially all of the assets of the Company’s subsidiaries, and are payable in full when the line of credit expires on May 25, 2013. Interest is payable monthly. Borrowings under the line of credit are guaranteed by the Company’s Chief Executive Officer. No borrowings were outstanding as of March 31, 2012 or during the three months then ended.

Note 4: Income taxes

Income tax expense consists of the following:

	Three Months Ended March 31,
	2012			2011
Current expense	$	236,869			219,497
Deferred benefit		(36,537	)		(20,386	)
Total income tax expense	$	200,332			199,111

Note 5: Operating Segment Information

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

The following segment information is for the three months ended March 31, 2012 and 2011:

	Three Months Ended March 31, 2012
	Internet-based		Software		Reconciling Items (a)			Total Consolidated
Revenue	$	2,109,466		355,972		—			2,465,438
Income before income taxes		510,534		98,183		(21,178	)		587,539
Income tax expense (benefit)		174,144		33,389		(7,201	)		200,332
Net income		336,390		64,794		(13,977	)		387,207
Segment assets at March 31, 2012		3,991,397		1,992,451		1,612,611			7,596,459

	Three Months Ended March 31, 2011
	Internet-based		Software		Reconciling Items (a)			Total Consolidated
Revenue	$	1,944,440		355,980		—			2,300,420
Income before income taxes		523,392		81,984		(21,178	)		584,198
Income tax expense (benefit)		178,429		27,883		(7,201	)		199,111
Net income		344,963		54,101		(13,977	)		385,087
Segment assets at March 31, 2011		3,710,704		1,741,557		1,696,937			7,149,198

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

6

Although the Company has no facilities or operations in foreign locations, the Company derived approximately 4.1% of revenue in the first quarter of 2012 and 3.3% of revenue in the first quarter of 2011 from customers located in areas outside the United States, principally in Canada and to a lesser extent in Mexico, Europe, and Puerto Rico.

Note 6: Related Party Lease

The Company leases its corporate and administrative offices, effective November 1, 2011, from an entity owned by the Company’s CEO and majority shareholder. Payments in the first quarter of 2012 in connection with this lease include base rent of $57,000 and taxes, insurance, maintenance and other operating expense payments of $29,383.

Note 7: Recently Issued Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles-Goodwill and Other: Testing Goodwill for Impairment.” This standard was issued to address concerns about the cost and complexity of performing the first step of the two-step goodwill impairment test required under Topic 350, Intangibles-Goodwill and Other. The objective of this Update is to simplify how entities, both public and nonpublic, test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for impairment tests for fiscal years beginning after December 15, 2011. The adoption of this guidance had no material impact on the Company’s consolidated condensed financial statements.

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

Forward Looking Statements

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

Products and services

See Nature of Operations in Note 1 to the Consolidated Condensed Financial Statements.

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.

Revenue 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.

Revenue 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 contains multiple element arrangements, and is recognized in accordance with the provisions of ASC Topic 985-605, Software Industry Revenue Recognition. The multiple elements include the sale of software, hardware, professional services and software maintenance contracts. The relative selling price of each element is based on vendor-specific objective evidence, and the elements in the arrangements qualify as separate units of accounting. Revenue from the sale of software and hardware is recognized when title and risk of loss are transferred, which generally occurs upon delivery. Revenue from the sale of professional services is recognized when the services are completed, which is generally soon after the delivery of the software and hardware. Even though customers have a 30-day period in which they can return the software, historically 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 the sale of software and related products are recorded at gross, and any related purchases are included in cost of revenue.

Software Development Costs

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

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

Software Maintenance Costs

Prepaid software maintenance costs represent amounts paid to the primary software supplier of Merkur Group, Inc. for providing program upgrades and software modifications to remediate programming errors during the lives of the related customer maintenance and support contracts. These costs are charged to expense over the lives of the maintenance and support contract periods, generally twelve months.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the Company’s purchase price over the fair value of the net identifiable assets of Merkur Group, Inc., acquired on July 2, 2007.

Other intangible assets, which arose from the acquisition of Merkur Group, Inc., consist of contractual vendor relationships, customer relationships, and proprietary computer software, and were initially recorded at fair values using the income or cost approach. Other intangible assets are amortized on a straight-line basis over their estimated useful lives of five to seven years.

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

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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 7: Recently Issued Accounting Pronouncements in the Notes to Consolidated Condensed Financial Statements of this Form 10-Q.

Results of Operations

Revenue

Revenue for the Company in first quarter of 2012 increased 7% compared to the first quarter of 2011. Revenue for Edict Systems increased 8% and revenue for Merkur Group was level with first quarter 2011.

	Q1 2012				Q1 2011				Increase (Decrease)
	Amount		% of Total		Amount		% of Total		Amount			%
Edict Systems	$	2,109,466		86	$	1,944,440		85	$	165,026			8
Merkur Group		355,972		14		355,980		15		(8	)		—
Revenue	$	2,465,438		100	$	2,300,420		100	$	165,018			7

Edict Systems Revenue

Revenue from the sale of Internet-based Electronic Data Interchange (EDI) products and services sold by Edict Systems in the first quarter of 2012 and 2011 are summarized below:

	Q1 2012				Q1 2011				Increase (Decrease)
	Amount		% of Total		Amount		% of Total		Amount			%
Web EDI
GroceryEC	$	1,431,169		68	$	1,346,196		69	$	84,973			6
AutomotiveEC		197,926		9		160,903		8		37,023			23
Other Web EDI		38,872		2		48,209		3		(9,337	)		(19	)
EnterpriseEC		412,635		20		359,182		18		53,453			15
Other products and services		28,864		1		29,950		2		(1,086	)		(4	)
Total	$	2,109,466		100	$	1,944,440		100	$	165,026			8

• Revenue from GroceryEC increased by 6% due to an increase in the volume of transactions processed.

• Revenue from AutomotiveEC increased by 23% due to an increase in the volume of transactions processed from both existing customers and from new customers who are suppliers of a Canadian automotive company.

• Revenue from EnterpriseEC, the Company’s value added network (VAN), increased by 15% due to increased volume of EDI transactions processed for large grocery companies and increased recurring revenue from the Company’s integration solutions. Despite this increase, pricing pressures and the availability of alternate connectivity options continue to adversely affect revenue growth for EnterpriseEC.

Merkur Group Revenue

Revenue from the sale of software-based products and services sold by Merkur Group in the first quarter of 2012 and 2011 are summarized below:

	Q1 2012				Q1 2011				Increase (Decrease)
	Amount		% of Total		Amount		% of Total		Amount			%
Software	$	48,411		13	$	45,954		13	$	2,457			5
Hardware		14,588		4		24,980		7		(10,392	)		(42	)
Professional services		36,900		11		54,900		15		(18,000	)		(33	)
		99,899		28		125,834		35		(25,935	)		(21	)
Maintenance contracts		236,529		67		222,061		63		14,468			7
On demand		15,921		4		4,750		1		11,171			235
Other		3,623		1		3,335		1		288			9
Total revenue	$	355,972		100	$	355,980		100	$	(8	)		—

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Revenue from the sale of software, hardware, and professional services, totaled $99,899 in the first quarter of 2012, a 21% decline from $125,834 in the first quarter of 2011, as sales of Merkur’s software and related products continued to stagnate. Total revenue, however, remained comparable to the first quarter of 2011 due to increased recurring maintenance contract revenue and increased revenue from Merkur’s on-demand solutions.

Revenue from customers in foreign locations

Although the Company has no facilities or operations in foreign locations, the Company derived approximately 4.1% of revenue in the first quarter of 2012 and 3.3% of revenue in the first quarter of 2011 from customers located in areas outside the United States, principally in Canada, but to a lesser extent in Mexico, Europe and Puerto Rico.

Net income

Net income for the first quarter of 2012 compared to the first quarter of 2011 is summarized below:

	Q1 2012			Q1 2011			Increase (Decrease)
							Amount			%
Edict Systems	$	336,390			344,963			(8,573	)		(2	)
Merkur Group		64,794			54,101			10,693			20
Amortization of intangible assets, net of income tax effects		(13,977	)		(13,977	)		—			—
Net Income	$	387,207			385,087			2,120			1

Net income increased by $2,120 primarily as a result of the following:

• Revenue increased by $165,018, as described above, primarily due to revenue from the sale of Web EDI products and services sold by Edict Systems.

• During the fourth quarter of last year, the Company moved to a new corporate office and headquarters and closed the Merkur Group office. As a result, rent and related expenses for taxes, insurance, maintenance, etc. for the Company increased by $32,667 in the first quarter of 2012 compared to the same quarter last year. In addition, the Company incurred $14,409 of non-recurring move-in expenses in the first quarter of 2012. The move to a new office was dictated by the need for additional space, capacity for expansion, improved offices and working conditions, and other factors. Management expects these enhancements will improve employee efficiency, communication, morale and improve customer service. The closing of the Merkur Group office enabled its employees to work remotely from their home offices, and allowed for administrative consolidation in the new office building.

• The Company completed development of its new version of its Web EDI service in the first quarter of 2011, when it capitalized $40,636 to Software Development Costs. No such costs were capitalized in the first quarter of 2012. In the first quarter of 2012, the Company amortized $29,123 of previously capitalized software development costs of the new version of its Web EDI service. No such amortization was incurred in the first quarter of 2011. As a result, wages and salaries and amortization expenses included in Cost of Revenue were $69,759 higher in the first quarter of 2012 than in the first quarter of last year.

• The Company incurred incremental technical consulting expenses of $39,200 in the first quarter of 2012 for the ongoing process of implementing the new version of its Web EDI service.

Gross margin and cost of revenue

The Company’s gross margin, as a percent of revenue, decreased to 58% in the first quarter of 2012 from 60% in the first quarter of 2011. The decrease occurred despite the $165,018 increase in revenue due to increased expenses for technical salaries and wages, amortization, and technical consulting described above.

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Marketing, general and administrative expenses

Marketing, general and administrative expenses increased by $55,515, or 7%, in the first quarter of 2012 compared to the first quarter of 2011, due primarily to the increase in base rent and related expenses for taxes, insurance, maintenance, etc. of $32,667 and the incurrence of $14,409 of non-recurring move-in expenses in the first quarter of 2012.

Liquidity and Capital Resources

The Company generated net cash flows from operating activities of $782,997 and $741,298 in the first quarter of 2012 and 2011, respectively. The amounts are substantially greater than net income primarily due to non-cash depreciation and amortization expenses, an increase in deferred revenue from customer payments for the development of applications designed to meet customer specifications, an increase in deferred revenue from the timing of maintenance contract billings, and from increased income taxes payable due to the timing of income tax payments.

Management believes that the Company will have sufficient financial resources to meet business requirements for the next 12 months and to fund growth and other business and financial initiatives.

Changes in Consolidated Condensed Balance Sheet from December 31, 2011 to March 31, 2012

Balance sheet changes that occurred in the first quarter of 2012 that are not described elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are as follows:

• Accounts receivable increased $43,863 due primarily to maintenance contract billings for Merkur Group in the first quarter of 2012 that exceeded billings in the fourth quarter of 2011.

ITEM 4. Controls and Procedures

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

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

Based upon the controls evaluation, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure; and that the Company’s disclosure controls and procedures were effective during the period covered by the Company’s report on Form 10-Q for the quarterly period ended March 31, 2012.

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.

11

PART II. OTHER INFORMATION

ITEM 6. Exhibits.

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)
10.1	Commercial Lease Agreement (Ohio) between Jon Asian, LLC and Edict Systems, Inc.	Previously filed (D)
10.2	Agreement between Jon Asian, LLC, Edict Systems, Inc., and Advant-e Corporation	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
101.INS*	XBRL Instance Document	Submitted electronically
101.SCH*	XBRL Taxonomy Extension Schema Document	Submitted electronically
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Submitted electronically
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document	Submitted electronically
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Submitted electronically

(A) Filed with Form 10-K for the year ended December, 31, 2009 as filed 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.

(D) Filed with Form 8-K on February 6, 2012.

* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

12

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, 2012	By:	/s/ Jason K. Wadzinski
		Jason K. Wadzinski
		Chief Executive Officer
		Chairman of the Board of Directors
May 15, 2012	By:	/s/ James E. Lesch
		James E. Lesch
		Chief Financial Officer
		Principal Accounting Officer
		Member of the Board of Directors

13

EX-31.1

Exhibit 31.1—Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)

I, Jason K. Wadzinski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Advant-e Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 15, 2012	By:	/s/ Jason K. Wadzinski
		Jason K. Wadzinski
		Chief Executive Officer

EX-31.2

Exhibit 31.2—Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)

I, James E. Lesch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Advant-e Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 15, 2012	By:	/s/ James E. Lesch
		James E. Lesch
		Chief Financial Officer

EX-32.1

Exhibit 32.1—Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Advant-e Corporation (the “Company”) for the quarterly period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “report”), the undersigned, Jason K. Wadzinski, Chief Executive Officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2012	By:	/s/ Jason K. Wadzinski
		Jason K. Wadzinski
		Chief Executive Officer

EX-32.2

Exhibit 32.2—Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Advant-e Corporation (the “Company”) for the quarterly period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “report”), the undersigned, Jason K. Wadzinski, Chief Executive Officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2012	By:	/s/ James E. Lesch
		James E. Lesch
		Chief Financial Officer

XML

Income taxes

3 Months Ended

Mar. 31, 2012

Income taxes

Note 4: Income taxes

Income tax expense consists of the following:  

	Three Months Ended March 31,
	2012	2011
Current expense	$    236,869	219,497
Deferred benefit	(36,537)	(20,386)
Total income tax expense	$    200,332	199,111

XML

Line of Credit

3 Months Ended

Mar. 31, 2012

Line of Credit

Note 3: Line of Credit

At March 31, 2012, the Company has a $1,500,000 bank line of credit. Borrowings under the line of credit accrue interest at the bank’s prime commercial rate, are collateralized by substantially all of the assets of the Company’s subsidiaries, and are payable in full when the line of credit expires on May 25, 2013. Interest is payable monthly. Borrowings under the line of credit are guaranteed by the Company’s Chief Executive Officer. No borrowings were outstanding as of March 31, 2012 or during the three months then ended. 

XML

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenue	$ 2,465,438	$ 2,300,420
Cost of revenue	1,023,737	917,892
Gross margin	1,441,701	1,382,528
Marketing, general and administrative expenses	854,972	799,457
Operating income	586,729	583,071
Other income, net	810	1,127
Income before income taxes	587,539	584,198
Income tax expense	200,332	199,111
Net income	$ 387,207	$ 385,087
Earnings per share - basic and diluted	$ 0.006	$ 0.006
Weighted average shares outstanding - basic and diluted	66,722,590	66,722,590

XML

Basis of Presentation, Organization and Other Matters

3 Months Ended

Mar. 31, 2012

Basis of Presentation, Organization and Other Matters

Note 1: Basis of Presentation, Organization and Other Matters

The accompanying unaudited interim consolidated condensed financial statements as of March 31, 2012 and for the three  month period ended March 31, 2012 and 2011, together with the accompanying consolidated condensed balance sheet as of December 31, 2011, which has been derived from audited financial statements, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although management believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited interim consolidated condensed financial statements include all adjustments, which were normal and recurring in nature, considered necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods. 

Results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year ending December 31, 2012. These unaudited interim consolidated condensed financial statements should be read in conjunction with the consolidated financial statements, accounting policies, and financial notes thereto included in Advant-e Corporation’s 2011 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 enable its customers to send and receive business documents electronically in standard and proprietary formats. Edict Systems, Inc. specializes in providing hosted Electronic Data Interchange solutions that utilize the Internet as the primary communications method. Customers use Edict Systems, Inc. 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, Inc. 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, Inc. 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, and to a lesser extent Mexico, Europe and Puerto Rico.

Principles of Consolidation

The consolidated condensed financial statements include the accounts of Advant-e Corporation and its wholly-owned subsidiaries, Edict Systems, Inc., and Merkur Group, Inc. Inter-company accounts and transactions are eliminated in consolidation. Management evaluates related party relationships for variable interest entity considerations.

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.

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Software Development costs

3 Months Ended

Mar. 31, 2012

Software Development costs

Note 2: Software Development costs

Software development costs at March 31, 2012 and the changes during the three months then ended are summarized as follows:

	Cost	Accumulated Amortization	Net
Balance, January 1, 2012	$ 1,862,203	1,600,101	262,102
Amortization	—	29,123	29,123
Balance, March 31, 2012	1,862,203	1,629,224	232,979

Software development costs are for internal use software and for website development and related enhancements. The balance consists primarily of development costs related to the latest version of the Company’s Web EDI service. The majority of the enhancements related to this upgrade have been completed.

XML

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 4,230,826	$ 3,459,402
Accounts receivable, net	828,102	784,239
Prepaid software maintenance costs	209,462	190,429
Prepaid expenses and deposits	104,094	107,871
Prepaid income taxes	0	1,910
Deferred income taxes	222,265	207,336
Total current assets	5,594,749	4,751,187
Software development costs, net	232,979	262,102
Property and equipment, net	155,498	171,199
Goodwill	1,474,615	1,474,615
Other intangible assets, net	138,618	159,796
Total assets	7,596,459	6,818,899
Current liabilities:
Accounts payable	121,135	112,402
Income taxes payable	224,959	0
Accrued salaries and other expenses	294,250	205,334
Deferred revenue	838,181	748,828
Total current liabilities	1,478,525	1,066,564
Deferred income taxes	176,848	198,456
Total liabilities	1,655,373	1,265,020
Shareholders’ equity:
Common stock, $.001 par value; 100,000,000 shares authorized; 66,722,590 shares issued and outstanding	66,723	66,723
Paid-in capital	1,936,257	1,936,257
Retained earnings	3,938,106	3,550,899
Total shareholders’ equity	5,941,086	5,553,879
Total liabilities and shareholders’ equity	$ 7,596,459	$ 6,818,899

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 15, 2012
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Registrant Name	ADVANT E CORP
Entity Central Index Key	0000925043
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		66,722,590
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

XML

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Shareholders’ equity:
Common stock, par value	$ 0.001	$ 0.001
Common stock authorized shares	100,000,000	100,000,000
Common stock shares issued	66,722,590	66,722,590
Common stock shares outstanding	66,722,590	66,722,590

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Recently Issued Accounting Pronouncements

3 Months Ended

Mar. 31, 2012

Recently Issued Accounting Pronouncements

Note 7: Recently Issued Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles-Goodwill and Other: Testing Goodwill for Impairment.” This standard was issued to address concerns about the cost and complexity of performing the first step of the two-step goodwill impairment test required under Topic 350, Intangibles-Goodwill and Other. The objective of this Update is to simplify how entities, both public and nonpublic, test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for impairment tests for fiscal years beginning after December 15, 2011. The adoption of this guidance had no material impact on the Company’s consolidated condensed financial statements.

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Related Party Lease

3 Months Ended

Mar. 31, 2012

Related Party Lease

Note 6: Related Party Lease

The Company leases its corporate and administrative offices, effective November 1, 2011, from an entity owned by the Company’s CEO and majority shareholder. Payments in the first quarter of 2012 in connection with this lease include base rent of $57,000 and taxes, insurance, maintenance and other operating expense payments of $29,383.

XML

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net income	$ 387,207	$ 385,087
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	27,274	42,078
Amortization of software development costs	29,123	0
Amortization of other intangible assets	21,178	21,178
Deferred income taxes	(36,537)	(20,386)
Increase (decrease) in cash and cash equivalents arising from changes in assets and liabilities:
Accounts receivable	(43,863)	(46,006)
Prepaid software maintenance costs	(19,033)	(27,727)
Prepaid expenses and deposits	3,777	8,700
Prepaid income taxes	1,910	0
Accounts payable	8,733	55,650
Income taxes payable	224,959	169,497
Accrued salaries and other expenses	88,916	93,332
Deferred revenue	89,353	59,895
Net cash flows from operating activities	782,997	741,298
Cash flows from investing activities:
Purchases of property and equipment	(11,573)	(6,236)
Software development costs	0	(40,636)
Net cash flows from investing activities	(11,573)	(46,872)
Net increase in cash and cash equivalents	771,424	694,426
Cash and cash equivalents, beginning of period	3,459,402	2,963,172
Cash and cash equivalents, end of period	4,230,826	3,657,598
Supplemental disclosures of cash flow items:
Income taxes paid	$ 10,000	$ 50,000

XML

Operating Segment Information

3 Months Ended

Mar. 31, 2012

Operating Segment Information

Note 5: Operating Segment Information

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

The following segment information is for the three months ended March 31, 2012 and 2011:

	Three Months Ended March 31, 2012
	Internet-based	Software	ReconcilingItems (a)	TotalConsolidated
Revenue	$ 2,109,466	355,972	—	2,465,438
Income before income taxes	510,534	98,183	(21,178)	587,539
Income tax expense (benefit)	174,144	33,389	(7,201)	200,332
Net income	336,390	64,794	(13,977)	387,207
Segment assets at March 31, 2012	3,991,397	1,992,451	1,612,611	7,596,459

	Three Months Ended March 31, 2011
	Internet-based	Software	ReconcilingItems (a)	TotalConsolidated
Revenue	$ 1,944,440	355,980	—	2,300,420
Income before income taxes	523,392	81,984	(21,178)	584,198
Income tax expense (benefit)	178,429	27,883	(7,201)	199,111
Net income	344,963	54,101	(13,977)	385,087
Segment assets at March 31, 2011	3,710,704	1,741,557	1,696,937	7,149,198

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

Although the Company has no facilities or operations in foreign locations, the Company derived approximately 4.1% of revenue in the first quarter of 2012 and 3.3% of revenue in the first quarter of 2011 from customers located in areas outside the United States, principally in Canada and to a lesser extent in Mexico, Europe, and Puerto Rico.