UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR [ ] 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: 0-23952 AVERT, INC. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Colorado 84-1028716 ------------------------------ ------------------ (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 301 Remington, Fort Collins, CO 80524 -------------------------------------- (Address of principal executive offices) 970/484-7722 -------------------------------------------------- (Registrant's telephone number, including area code) No Change ------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed from last report). Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No As of August 13, 1996 the issuer had 3,414,250 shares of Common Stock, no par value, outstanding Transitional Small Business Disclosure Format. [ ] Yes [X] No Form 10-QSB Quarter Ended June 30, 1996 INDEX PAGE PART I - FINANCIAL INFORMATION ITEM 1. Financial statements Unaudited balance sheets.......................... 3 Unaudited statements of income.................... 4 Unaudited statements of cash flows................ 5 Notes to unaudited financial statements........... 6 ITEM 2. Management's Discussion and Analysis or Plan of Operations.............................. 7 PART II - OTHER INFORMATION ITEMS 1, 2, 3, 4 and 5 ............................... Not applicable ITEM 6 Exhibits and Reports on Form 8-K.............. 11 Signatures.................................................. 12 2 PART I - FINANCIAL INFORMATION AVERT, INC. BALANCE SHEETS ASSETS JUNE 30, DECEMBER 31, 1996 1995 (unaudited) --------- ------------ Current assets: Cash and cash equivalents.............. $ 73,800 $ 159,700 Marketable securities.................. 5,423,800 5,966,500 Accounts receivable, net of allowance.. 926,800 607,900 Prepaid expenses and other............. 153,000 240,600 ---------- ---------- Total current assets.............. $ 6,577,400 6,974,700 Property and equipment, net................. 2,028,700 1,389,100 Other assets................................ 19,400 19,400 ---------- ---------- Total assets................................ $ 8,625,500 $ 8,383,200 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable....................... $ 310,700 $ 407,900 Accrued expenses....................... 72,900 81,300 Deferred revenue....................... 55,500 58,600 ---------- ---------- Total current liabilities......... 439,100 547,800 ---------- ---------- Shareholders' equity: Preferred shares, no par value; authorized 1,000,000 shares; none outstanding.... --- --- Common stock, no par value; authorized 9,000,000 shares; 3,442,250 shares issued and outstanding....................... 4,960,600 4,960,600 Treasury Stock (110,400) --- Retained earnings............ .......... 3,336,200 2,874,800 ---------- ---------- Total shareholders' equity......... 8,186,400 7,835,400 Total liabilities and shareholders' equity... $ 8,625,500 $ 8,383,200 ========== ========== See accompanying notes to the financial statements. 3 AVERT, INC. STATEMENTS OF INCOME (unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------ ---------------- 1996 1995 1996 1995 ---- ---- ---- ---- Net revenues: Search and product fees........$1,861,700 $1,362,200 $3,412,000 $2,579,900 Interest and other income...... 106,100 103,100 208,100 196,700 --------- --------- --------- --------- 1,967,800 1,465,300 3,620,100 2,776,600 Expenses: Search and product costs....... 788,000 550,400 1,492,400 1,047,200 Marketing...................... 330,900 197,200 610,100 363,500 General and administrative..... 280,300 280,800 515,400 494,100 Software development........... 83,900 52,500 176,900 113,900 Depreciation and amortization.. 47,700 26,600 80,500 53,800 --------- --------- --------- --------- 1,530,800 1,107,500 2,875,300 2,072,500 Income before income taxes......... 437,000 357,800 744,800 704,100 Income tax expense............ (166,500) (134,100) (283,300) (263,300) --------- --------- --------- --------- Net income......................... $ 270,500 $ 223,700 $ 461,500 $ 440,800 ========== ========= ======== ======== Net income per common share........ $ .08 $ .06 $ .13 $ .13 ========== ========= ======== ======== Weighted average common shares outstanding............ 3,418,500 3,442,250 3,427,800 3,442,250 ========== ========= ========= ========= See accompanying notes to the financial statements. 4 AVERT, INC. STATEMENTS OF CASH FLOWS (unaudited) SIX MONTHS ENDED JUNE 30, -------------------------- 1996 1995 ---- ---- Cash Flows From Operating Activities: Net income.......................................... $ 461,500 $ 440,800 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization................... 80,500 53,800 Bad debt expense................................ 15,000 11,000 Increase/(decrease) in marketable securities and other gains................................ --- (169,700) Changes in operating assets and liabilities: Accounts receivable............................ (333,800) (125,200) Prepaid expenses and other current assets...... 87,300 (70,100) Other assets................................... --- (2,500) Accounts payable............................... (97,000) 170,700 Accrued expenses............................... (16,800) (50,800) Income taxes payable........................... 8,200 (184,000) Deferred revenue and deposits ................. (3,000) (17,900) -------- -------- Net cash provided by operating activities........... 201,900 56,100 Cash Flows from Investing Activities: Additions to furniture and equipment................ (720,100) (387,400) Sale of marketable securities....................... 542,700 --- -------- -------- Net cash provided by investing activities........... (177,400) (387,400) Cash Flows from Financing Activities: Purchase of Treasury Stock.......................... (110,400) --- -------- -------- Net cash provided by financing activities........... (110,400) --- Increase/(Decrease) in Cash and Cash Equivalents......... (85,900) (331,300) Cash and Cash Equivalents, beginning of period........... 159,700 738,300 -------- -------- Cash and Cash Equivalents, end of period................. $ 73,800 $ 407,000 ========= ========= See accompanying notes to the financial statements. 5 AVERT, INC. NOTES TO FINANCIAL STATEMENTS On June 22, 1994, the Company completed an initial public offering ("IPO") of 1,000,000 units ("Units"), each consisting of one share of Common Stock and one Redeemable Warrant. The Units separated on December 7, 1994, and the Common Stock and the Redeemable Warrants began trading separately as of that date. Two Redeemable Warrants entitle the holder to purchase one share of Common Stock at a price of $6.50 per share (subject to adjustment) for a nine month period originally stated as March 22, 1995 and ending December 22, 1995. On October 11, 1995, the Company announed that it extended the expiration date of its Redeemable Warrants from December 22, 1995 to April 30, 1996. The expiration date was further extended to April 30, 1997, as announced on Form 8-K dated March 6, 1996. All of the other terms of the Redeemable Warrants remain the same. The Redeemable Warrants are redeemable by the Company at a redemption price of $0.05 per Redeemable Warrant at any time commencing March 22, 1995, on at least 30 days prior written notice, provided that the closing price of the Common Stock equals or exceeds $7.50 per share for a period of 15 consecutive trading days ending within 15 days prior to the notice of redemption. Net proceeds from the IPO totalled approximately $4,382,300. The financial information contained herein is unaudited, but includes all adjustments (consisting of only normal recurring accruals) which, in the opinion of management, are necessary to present fairly the information set forth. The financial statements should be read in conjunction with the Notes to Financial Statements which are included in the Annual Report on Form 10-KSB of the Company for the year ended December 31, 1995. The results for interim periods are not necessarily indicative of results to be expected for the fiscal year of the Company ending December 31, 1996. The Company believes that the six month report filed on Form 10-QSB is representative of its financial position, its results of operations and its cash flows as of and for the periods ended June 30, 1996 and 1995 covered thereby. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Results of Operations Comparison of quarters ended June, 1996 and June 30, 1995 Net revenues increased from $1,465,300 for the three month period ended June 30, 1995,to $1,967,800 for the comparable three month period in 1996 or 34%. The breakdown of net revenues, exclusive of product discounts and other miscellaneous income items, is as follows: Three Months Ended Three Months Ended June 30, 1996 June 30, 1995 Percent of ------------------ ------------------ Increase Revenues % total Revenues % total (Decrease) -------- ------- -------- ------- --------- Products: Workers compensation histories .............. $ 326,500 16.6% $ 332,800 22.7% (1.9%) Criminal history reports .................... $1,027,300 52.2% $ 688,000 47.0% 49.3% Previous employment reports/credit reports ... $ 222,800 11.3% $ 118,400 8.1% 88.2% Motor vehicle driving records ............... $ 230,300 11.7% $ 195,700 13.4% 17.7% Other products .............................. $ 122,000 6.2% $ 63,600 3.8% 91.8% Interest income ............................... $ 78,100 4.0% $ 91,400 6.2% (14.6)% NET REVENUES ............................. $1,967,800 $1,465,300 34.3% ========= ========= Moderate to strong growth in sales of all of the Company's products continued during the second quarter of 1996 with the exception of workers' compensation reports. Although sales of workers' compensation histories actually decreased approximatley 1.9% from second quarter 1995 to second quarter 1996, it is still the second largest product line respresenting $326,500 for the second three months of 1996 and $332,800 for the comparable period in 1995. The Company believes that sales of this product will gradually increase as the Company enters new markets, continues to educate customers, continues workers' compensation marketing campaigns, and locates new data sources, but will continue to decrease as a percentage of total revenues. Very strong growth of approximately 49.3% continued in the Criminal History product line representing apprxomately 52.2% of net revenues in the second quarter of 1996 as compared to approximately 47% of net revenues in the second quarter of 1995. There was an approximate 88.2% growth from second quarter 1995 to second quarter 1996 in the area of Previous Employment/Credit. These products represent approximately 11.3% of net revenues in the quarter ended June 30, 1996 as compared to approximately 8.1% of net revenues in the same quarter in 1995. Income before income taxes increased from $357,800 in the period ended June 30, 1995 to $437,000 in the period ended June 30, 1996 or approximately 22.1% and represented approximately 22.2% of net revenues in the second quarter 1996 compared to approximately 24.4% in the second quarter 1995. 7 Total expenses increased from $1,107,500 for the three month period ended June 30, 1995 to $1,530,800 for the comparable period in 1996. A breakdown in expenses is as follows: Three Months Ended Three Months Ended June 30, 1996 June 30, 1995 Increase (Decrease) --------------------- --------------------- % of Revenues Expense % of Revenue Expense % of Revenue 1995 over 1994 ------- ------------ ------- ------------ ----------------- Search and product .............. $ 788,000 40.0% $ 550,400 37.6% 2.4% Marketing ....................... 330,900 16.8 197,200 13.4 3.4 General and administration ...... 280,300 14.3 280,800 19.2 (4.9) Software development ............ 83,900 4.3 52,500 3.6 0.7 Depreciation and amortization ... 47,700 2.4 26,600 1.8 0.6 Expenses ................... $1,530,800 77.8% $1,107,500 75.6% 2.2% ========== ===== ========= ===== ==== The decrease in gross margin and the increase in marketing expense accounted for an increase in total expenses of 6.8% as a percentage of total net revenues. There was an approximate 4.9% decrease of general and administrative expenses in the second quarter ended June 30, 1996 from the same period ended June 30, 1995. All other areas of expenses remained relatively stable. Income taxes remained consistent between the respective three month periods at the expected combined federal and state statutory rate of approximately 38%, resulting in net income of $270,500 or $.08 per share on 3,418,500 shares for the second quarter ended June 30, 1996, as compared to net income of $223,700 or $.06 per share on 3,442,250 shares for the second quarter ended June 30, 1996. Comparison of six months ended June 30, 1996 and June 30, 1995 Net revenues increased from $2,776,600 for the six month period ended June 30, 1995, to $3,620,100 for the comparable six month period in 1996 or approximately 30.4%. The breakdown of net revenues, exclusive of product discounts and other miscellaneous income items, is as follows: Six Months Ended Six Months Ended June 30, 1996 June 30, 1995 Percent of -------------------- -------------------- Increase Revenues % total Revenues % total (Decrease) -------- ------- -------- ------- ---------- Products: Workers' compensation histories ......... $ 610,200 16.9% $ 631,800 22.8% (3.4)% Criminal history reports ................ $1,868,700 51.6% $1,293,600 46.6% 44.5% Previous employment reports/credit report $ 398,900 11.0% $ 214,000 7.7% 86.4% Motor vehicle driving records ........... $ 448,100 12.4% $ 381,200 13.7% 17.5% Other products .......................... $ 256,100 7.0% $ 122,800 4.4% 208.5% Interest income ............................ $ 161,000 4.5% $ 176,800 6.4% (8.9)% NET REVENEUS .......................... $3,620,100 $2,776,600 30.4% ========= ========= ==== 8 Moderate to strong grwoth in sales of all of the Company's products continued during the first six months of 1996 with the exception of workers' compensation reports. Although sales of workers' compensation histories actually decreased approximately 3.4% from the six month period ended June 30, 1995 to the same six month period in 1996, it is still the second largest product line representing $610,200 for six months of 1996 and $631,800 for six months of 1995. The Company believes that sales of this product will gradually increase as the Company enters new markets, continues to educate customers, continues workers' compensation marketing campaigns, and locates new data sources, but will continue to decrease as a percentage of total revenues. Very strong growth of approximately 44.5% continued in the Criminal History product line representing approximately 51.6% of net revenues in the first six month period of 1996 as compared to approximately 46.6% of net revenues in the first six month period of 1995. There was an approximate 86.4% growth from the six month period ended June 30, 1995 to the six month period ended June 30, 1996 in the area of Previous Employment/Credit. These products represent approximately 11.0% of net revenues in the six months ended June 30, 1996 as compared to approximately 7.7% of net revenues in the same period in 1995. Income before income taxes increased from $704,100 in the six month period ended June 30, 1995 to $744,800 in the six month period ended June 30, 1996 or approximately 5.8% and represented approximately 20.6% of net revenues in the first six months of 1996 compared to approximately 25.4% in the first six months of 1995. Total expenses increased from $2,072,500 for the six month period ended June 30, 1995, to $2,875,300 for the comparable period in 1996. A breakdown in expenses is as follows: Six Months Ended Six Months Ended June 30, 1996 June 30, 1995 Increase(Decrease) ---------------------- ---------------------- of Revenues Expenses % of Revenue Expense % of Revenue 1996 over 1995 -------- ------------ ------- ------------ ----------------- Search and product .............. $1,492,400 41.2% $1,047,200 37.7 3.5% Marketing ....................... 610,100 16.9 363,500 13.1 3.8 General and administration ...... 515,400 14.2 494,100 17.8 (3.6) Software development ............ 176,900 4.9 113,900 4.1 0.8 Depreciation and amortization ... 80,500 2.2 53,800 1.9 0.3 Expenses ................... $2,875,300 79.4% $2,072,500 74.6% 4.8% ========= ===== ========= ===== ==== The decrease in gross margin and the increase in marketing expenses accounted for an increase in total expenses of 7.3% as a percentage of total net revenues. There was an approximate 3.6% decrease of general and administrative expenses in the six month period ended June 30, 1996 from the same period ended June 30, 1995. Other areas of expenses remained relatively stable. Income taxes remained consistent between the respective six month periods at the expected combined federal and state statutory rate of approximately 38%, resulting in net income of $461,500 or $.13 per share on 3,427,800 shares for the six months ended June 30, 1996, as compared to net income of $440,800 or $.13 per share on 3,442,250 shares for the six months ended June 30, 1995. 9 Liquidity and Capital Resources The Company's financial position at June 30, 1996 remained strong with working capital at that date of $6,138,300 compared to $6,426,900 at December 31 1995. Cash and cash equivalents at June 30, 1996 were $73,800 and decreased from $159,700 at December 31, 1995. Net cash provided from operations for the six month period ended June 30, 1996 was $201,900 and consisted primarily of net income of $461,500, a $330,800 increase in accounts receivable, and a $97,000 decrease in accounts payble. The Company had capital expenditures of $720,100 for the six month period ended June 30, 1996 as compared to $387,400 for the year ended December 31, 1995. The majority of the capital expenditures during the six months ended June 30, 1996 was attributable to the final phase of construction and purchase of assets for an approximate 14,600 square feet office building for use as its headquarters. The total construction costs were $1.2 million. Construction was financed by available cash derived from past operations. No proceeds from the IPO was used for the land or the construction of the building. Completion was March, 1996. In addition, computer hardware and software development costs were incurred during the first six month period of 1996. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings NONE 10 ITEM 4. Submission of Matters to a Vote of Security Holders. The Company held an annual meeting of sharesholders on May 16, 1996. The following table sets forth certain information relating to each of the matters voted upon at the meeting. Matters Voted Upon For Against Withheld/ Broker Abstain Non-Votes _________________ ___ _______ _________ _________ 1) Election of Directors: Dean A. Suposs 2,231,466 96,207 Michael D. DeWitt 2,231,426 96,247 D. Michael Vaughan 2,231,466 96,207 Stephen C. Fienhold 2,231,466 96,207 Stephen D. Joyce 2,231,426 96,247 2) Ratification of the appointment of Hein + Associates LLP as independent auditors for fiscal 1996 2,173,694 88,095 65,884 ITEM 6. Exhibits and Reports on Form 8-K (a) None (b) Reports on Form 8-K The registrant filed the following reports on Form 8-K during the second quarter, 1996: (i) Form 8-K dated April 4, 1996 announcing the addition of independent sales representatives (ii) Form 8-K dated June 3, 1996 announcing increased product revenue growth for first two months of second quarter, 1996 (iii) Form 8-K dated June 24, 1996, reporting the hiring of Jerry thurber as Director of Information Technology (iv) Form 8-K dated July 1, 1996, announcing the new Avertadvantage Program and price increase, and, (v) Form 8-K dated July 23, 1996, announcing second quarter and six month period results 11 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. AVERT, INC. DATE: April 14, 1997 BY: /s/ Dean A. Suposs ------------------------------ Dean A. Suposs, President DATE: April 14, 1997 BY: /s/ Jamie M.Burgat ----------------------------- Jamie M. Burgat, Vice President of Operations and Chief Financial Officer 12