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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Online Vacation Center Holdings Corporation (PK) | USOTC:ONVC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.60 | 1.35 | 1.65 | 55 | 14:30:03 |
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Florida | 65-0701352 |
(State or other jurisdiction | (I.R.S. Employer Identification No.) |
of incorporation or organization) |
1801 N.W. 66TH Avenue, Suite 102, Plantation, FL
33313
(Address of Principal Executive Offices)
(Zip Code)
|
TABLE OF CONTENTS | ||
Page No. | ||
PART I | ||
ITEM 1. | BUSINESS | 4 |
ITEM 1A. | RISK FACTORS | 6 |
ITEM 2. | PROPERTIES | 11 |
ITEM 3. | LEGAL PROCEEDINGS | 11 |
ITEM 4. | RESERVED | 11 |
PART II | ||
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11 |
ITEM 6. | SELECTED FINANCIAL DATA | 12 |
ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 12 |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 18 |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 18 |
ITEM 9A(T). | CONTROLS AND PROCEDURES | 18 |
ITEM 9B. | OTHER INFORMATION | 19 |
PART III | ||
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 20 |
ITEM 11. | EXECUTIVE COMPENSATION | 23 |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 27 |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 28 |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 28 |
PART IV | ||
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 29 |
SIGNATURES | 30 |
·
|
Online Vacation Center, Inc. ("Online Vacation Center"), a full service vacation seller focused on serving the affluent retiree market. Historically, this subsidiary has been the core business, accounting for the majority of revenue and net income through the sale of high margin cruise packages, and
|
·
|
Dunhill Vacations, Inc. ("Dunhill"), the publisher of three travel newsletters, "Top Travel Values", "Spotlight", and "TRAVELFLASH".
|
Period | High | Low | ||
Three Months Ended March 31, 2009 | $0.90 | $0.30 | ||
Three Months Ended June 30, 2009 | $0.60 | $0.26 | ||
Three Months Ended September 30, 2009 | $1.00 | $0.30 | ||
Three Months Ended December 31, 2009 | $0.90 | $0.27 | ||
Three Months Ended March 31, 2008 | $1.05 | $0.26 | ||
Three Months Ended June 30, 2008 | $1.05 | $0.30 | ||
Three Months Ended September 30, 2008 | $1.05 | $0.30 | ||
Three Months Ended December 31, 2008 | $0.90 | $0.20 |
Period
|
(a) Total
Number of
Shares
Purchased
|
(b)Average
Price Paid
Per Share
|
(c) Total
Number of
Shares (or
Units)
Purchased as
Part of a
Publicly
Announced
Plans or
Program (1)
|
(d) Maximum Number
(or Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
|
||||
October 1, 2009 – October 31, 2009
|
100,000 (2)
|
$0.500
|
0
|
$232,899
|
||||
November 1, 2009 – November 30, 2009
|
0
|
$0.000
|
0
|
$232,899
|
||||
December 1, 2009 – December 31, 2009
|
0
|
$0.000
|
0
|
$232,899
|
||||
Total
|
100,000
|
$0.500
|
0
|
$232,899
|
|
(1)
|
On August 1, 2008, we
announced that our
Board of Directors had approved a program to repurchase of up to $200,000 of the our
common stock to be funded from available working capital and subject to the applicable rules and regulations of the SEC and other applicable legal requirements. The plan
does not require us to acquire a specific number of shares and may be suspended from time to time or discontinued.
As initially adopted, the program did not extend beyond June 30, 2009. On March 2, 2009 we announced that our Board of Directors authorized the repurchase of an additional $150,000 of our common stock to be funded from available working capital and subsequently extended the program until December 31, 2010.
|
|
(2)
|
On October 27, 2009, we entered into an agreement with the E B Rudner Trust to purchase 100,000 shares of the Company’s common stock at a purchase price of $0.50 per share. The purchase price was paid from our working capital. Edward B. Rudner, our Chairman, Chief Executive Officer and Chief Financial Officer, is trustee of the E B Rudner Trust. This repurchase transaction is not part of our previously announced repurchase program.
|
●
|
Online Vacation Center,
Inc., a full service vacation seller focused on serving the affluent retiree market. Historically, this subsidiary has been the core business, accounting for the majority of revenue and net income through the sale of high margin cruise packages, and
|
●
|
Dunhill Vacations, the publisher of three travel newsletters, "Top Travel Values", "Spotlight", and "TRAVELFLASH".
|
●
|
commissions on cruises
|
●
|
commissions on other travel related products
|
●
|
commissions on travel insurance
|
●
|
advertising and marketing services provided to travel suppliers
|
●
|
producing travel-related publications for consumers
|
●
|
telemarketing to our existing customer base
|
●
|
direct mailing to our existing customer base as well as targeted prospects
|
●
|
email communications to our subscription base
|
Year Ended
December 31,
2009
|
Year Ended
December 31,
2008
(Restated)
|
Increase/
(Decrease)
|
|
Revenues
|
$ 410,165
|
$ 936,082
|
$ (525,917)
|
Operating (loss)
|
$ (215,589)
|
$ (24,604)
|
$ 190,985
|
(Loss) on sale of Phoenix
|
--
|
(739,632)
|
(739,632)
|
Impairment charges
|
(1,274,114)
|
$ --
|
1,274,114
|
Income tax (benefit)
|
(540,408)
|
12,279
|
(552,687)
|
Net (loss) from discontinued operations
|
$
(949,295)
|
$
(776,515)
|
$
172,780
|
Name
|
Age
|
Position
|
||
Edward B. Rudner
|
59
|
Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board of Directors
|
||
Richard A. McKinnon
|
70
|
Director
|
||
Brian P. Froelich
|
63
|
Director
|
||
Frank Bracken
|
69
|
Director
|
Name and
Principal
Position
|
Year
|
Salary ($)
|
Stock
Awards
$ (1)
|
Option
Awards
$ (1)
|
All
Other
Compensation
($)
|
Total
($)
|
Edward B. Rudner,
CEO, President
And CFO
|
2009
2008
|
$355,403
$354,618
|
$ --
$ --
|
$ --
$ --
|
$ 134,409 (2)
$ 96,793 (2)
|
$ 489,812
$ 451,411
|
Option Awards | Stock Awards | |||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(1)
|
||
Edward B. Rudner
|
500,000 (2)
200,000 (4)
|
--
--
|
$1.27
$1.27
|
3-16-2011
3-16-2011
|
200 (3)
|
$180
|
Name
|
Fees Earned
Paid in Cash
|
Total
|
||
Edward B. Rudner
|
$75,000
|
$75,000
|
||
Richard McKinnon
|
$25,000
|
$25,000
|
||
Brian P. Froelich
|
$25,000
|
$25,000
|
||
Frank Bracken
|
$25,000
|
$25,000
|
Name and Address
|
Beneficial Ownership Shares
|
% of Shares
|
||
Edward B. Rudner (1)
|
10,496,000
|
67.3%
|
||
Richard A. McKinnon (2)
|
600,000
|
3.9%
|
||
Brian P. Froelich (3)
|
335,000
|
2.2%
|
||
Reginald Flosse (4)
|
2,665,520
|
17.9%
|
||
Frank Bracken (5)
|
225,000
|
1.5%
|
||
All directors and executive officers as a
group (four persons) (6)
|
11,656,000
|
69.8%
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average exercise price of outstanding options, warrants
and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in
column (a))
|
|||
Equity compensation plans approved by security holders
|
2,402,400
|
$1.39
|
1,047,800
|
|||
Equity compensation plans not approved by security holders
|
--
|
--
|
--
|
|||
Total
|
2,402,400
|
$
1.39
|
1,047,800
|
Fee Category
|
Fiscal 2009
|
Fiscal 2008
|
||||
Audit Fees
|
$
|
70,500
|
$
|
76,500
|
||
Audit Related Fees
|
$
|
0
|
$
|
0
|
||
Tax Fees
|
$
|
0
|
$
|
0
|
||
All Other Fees
|
0
|
0
|
||||
Total Fees
|
$
|
73,000
|
$
|
76,500
|
Exhibit No. | Exhibit Description |
2.1 |
Agreement for Sale and Purchase of Certain Business Assets and Assumption of Certain Business Liabilities (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on October 22, 2009).
|
3.1 | Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 in the Company's Current Report on Form 8-K/A filed with the SEC on March 21, 2006). |
3.2 | Bylaws (incorporated by reference to Exhibit 3.2 in the Company's Form 10-SB filed with the SEC on December 19, 2000). |
10.1 |
Termination of Consulting Agreement effective as of September 30, 2007 between the Company and Richard A. McKinnon (incorporated by reference to Exhibit 10.1 in the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007).
|
10.2 |
Employment Agreement dated March 16, 2006 between the Company and Edward B. Rudner (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K/A filed with the SEC on March 21, 2006).
|
10.3 |
2005 Management and Director Equity Incentive and Compensation Plan (incorporated by reference to Exhibit 4.1 in the Company's Current Report on Form 8-K/A filed with the SEC on March 21, 2006). *
|
10.4 |
Form of Restricted Share Agreement and Non-Qualified Stock Option for the Plan (incorporated by reference to Exhibit 4.2 and 4.3 in the Company's Current Report on Form 8-K/A filed with the SEC on March 21, 2006). *
|
10.5 | Online Vacation Center Holdings Corp. Deferred Compensation Plan (incorporated by reference) to Exhibit 10.2 in the Company's Quarterly on Form 10-QSB for the quarter ended June 30, 2006.) * |
14.1 | Code of Ethics (incorporated by reference to Exhibit 14 in the Company's Annual Report on Form 10-KSB for fiscal 2004 filed with the SEC on March 12, 2004) |
21.1 |
Subsidiaries +
|
31.1 |
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
|
31.2 |
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
|
32.1 | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. + |
32.2 |
Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. +
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/
Edward B. Rudner
Edward B. Rudner
|
Chief Executive Officer, President, Chief Financial Officer and Director (principal executive officer and principal financial and accounting officer)
|
March 26, 2010
|
||
/s/
Richard A. McKinnon
Richard A. McKinnon
|
Director
|
March 26, 2010
|
||
/s/
Brian P. Froelich
Brian P. Froelich
|
Director
|
March 26, 2010
|
||
/s/
Frank Bracken
Frank Bracken
|
Director
|
March 26, 2010
|
||
ONLINE VACATION CENTER HOLDINGS CORP.
|
||||
CONSOLIDATED BALANCE SHEETS
|
||||
December 31,
|
December 31,
|
|||
2009
|
2008
|
|||
(Restated)
|
||||
ASSETS
|
||||
CURRENT ASSETS
|
||||
Cash and cash equivalents
|
$ 2,721,658
|
$ 1,693,447
|
||
Accounts receivable, net
|
958,913
|
1,198,768
|
||
Deposits and prepaid items
|
1,107,018
|
701,317
|
||
Deferred tax asset, net
|
33,442
|
27,672
|
||
Current assets available for sale
|
-
|
69,024
|
||
Total Current Assets
|
4,821,031
|
3,690,228
|
||
Restricted cash
|
48,000
|
63,000
|
||
Property and equipment, net
|
132,277
|
137,897
|
||
Intangible assets, net
|
1,076,315
|
923,493
|
||
Goodwill
|
395,542
|
395,181
|
||
Other assets
|
31,281
|
58,306
|
||
Long lived assets available for sale
|
-
|
1,498,182
|
||
Total Assets
|
$ 6,504,446
|
$ 6,766,287
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||
CURRENT LIABILITIES
|
||||
Accounts payable and accrued liabilities
|
$ 2,223,363
|
$ 977,025
|
||
Deferred revenue
|
1,345,687
|
1,976,564
|
||
Notes payable and capital lease obligations, current portion
|
16,421
|
120,287
|
||
Current liabilities available for sale
|
-
|
77,948
|
||
Total Current Liabilities
|
3,585,471
|
3,151,824
|
||
Notes payable and capital lease obligations
|
19,415
|
131,609
|
||
Deferred tax liability
|
195,597
|
16,113
|
||
Non current liabilities available for sale
|
-
|
59,348
|
||
Total Liabilities
|
3,800,483
|
3,358,894
|
||
COMMITMENTS AND CONTINGENCIES
|
||||
STOCKHOLDERS' EQUITY
|
||||
Preferred stock, 1,000,000 shares authorized at
|
||||
$.0001 par value; 0 shares issued and outstanding
|
-
|
-
|
||
Common stock, 80,000,000 shares authorized at
|
||||
$.0001 par value; 15,000,478 and 17,252,777 shares
|
||||
issued and outstanding
|
1,500
|
1,725
|
||
Additional paid-in capital
|
3,959,217
|
5,017,789
|
||
Accumulated deficit
|
(1,256,754)
|
(1,586,493)
|
||
Treasury stock at cost; 0 and 44,300 shares
|
-
|
(25,628)
|
||
Total Stockholders' Equity
|
2,703,963
|
3,407,393
|
||
Total Liabilities and Stockholders' Equity
|
$ 6,504,446
|
$ 6,766,287
|
||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
|
ONLINE VACATION CENTER HOLDINGS CORP.
|
|||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||
For the Year Ended December 31,
|
|||||
2009
|
2008
|
||||
(Restated)
|
|||||
NET REVENUES
|
$ |
9,573,153
|
$ |
8,963,825
|
|
OPERATING EXPENSES:
|
|||||
Selling and marketing
|
2,442,895
|
2,412,399
|
|||
General and administrative
|
4,617,471
|
5,073,243
|
|||
Depreciation and amortization
|
472,272
|
359,771
|
|||
OPERATING INCOME
|
2,040,515
|
1,118,412
|
|||
Interest income (expense), net
|
6,173
|
(24,355)
|
|||
Income from continuing operations before
|
|||||
provision for income taxes
|
2,046,688
|
1,094,057
|
|||
Provision for income taxes
|
767,654
|
503,888
|
|||
Income from continuing operations
|
1,279,034
|
590,169
|
|||
DISCONTINUED OPERATIONS:
|
|||||
(Loss) from discontinued operations, net of tax
|
(949,295)
|
(776,515)
|
|||
NET INCOME (LOSS)
|
$ |
329,739
|
$ |
(186,346)
|
|
EARNINGS PER SHARE - Basic
|
|||||
Income from continuing operations
|
$ |
0.08
|
$ |
0.03
|
|
(Loss) from discontinued operations
|
$ |
(0.06)
|
$ |
(0.04)
|
|
Net Income (Loss)
|
$ |
0.02
|
$ |
(0.01)
|
|
Weighted average shares outstanding - Basic
|
16,387,351
|
17,562,316
|
|||
EARNINGS PER SHARE - Diluted
|
|||||
Income from continuing operations
|
$ |
0.08
|
$ |
0.03
|
|
(Loss) from discontinued operations
|
$ |
(0.06)
|
$ |
(0.04)
|
|
Net Income (Loss)
|
$ |
0.02
|
$ |
(0.01)
|
|
Weighted average shares outstanding - Diluted
|
16,387,351
|
17,562,316
|
|||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
|
ONLINE VACATION CENTER HOLDINGS CORP.
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
For the Year Ended December 31,
|
|||||||
2009
|
2008
|
||||||
(Restated)
|
|||||||
Cash flows from continuing operating activities:
|
|||||||
Net income (loss)
|
$ 329,739
|
$ (186,346)
|
|||||
Loss from discontinued operations, net of tax
|
949,295
|
776,515
|
|||||
Income from continuing operations
|
1,279,034
|
590,169
|
|||||
Adjustments to reconcile to net cash inflow from operating activities:
|
|||||||
Depreciation and amortization
|
472,272
|
359,771
|
|||||
Stock based compensation expense
|
73,654
|
170,771
|
|||||
Imputed interest expense- net
|
3,287
|
22,281
|
|||||
Deferred income tax expense
|
173,676
|
488,981
|
|||||
(Increase) Decrease in accounts receivable
|
239,855
|
(178,876)
|
|||||
(Increase) Decrease in deposits and prepaid items
|
(404,006)
|
48,892
|
|||||
Increase in accounts payable and accrued liabilities
|
1,246,338
|
72,397
|
|||||
(Decrease) in deferred revenue
|
(630,877)
|
(361,294)
|
|||||
Net cash provided by operating activities
|
2,453,233
|
1,213,092
|
|||||
Cash flows from continuing investing activites:
|
|||||||
Capital expenditures
|
(112,518)
|
(71,546)
|
|||||
(Increase) in intangible assets
|
(506,956)
|
(417,421)
|
|||||
Decrease in restricted cash
|
15,000
|
288,243
|
|||||
(Increase) Decrease in receivable upon disposition of discontinued operation
|
30,000
|
(93,925)
|
|||||
Cash used in investing activities
|
(574,474)
|
(294,649)
|
|||||
Cash flows from continuing financing activites:
|
|||||||
Purchase of treausry stock under approved purchase plan
|
(91,473)
|
(25,628)
|
|||||
Purchase of treasury stock
|
(994,850)
|
-
|
|||||
Payments under capital lease obligations
|
(24,115)
|
(5,059)
|
|||||
Repayment of notes payable
|
(100,000)
|
(427,720)
|
|||||
Cash used in financing activities
|
(1,210,438)
|
(458,407)
|
|||||
Discontinued Operations
|
|||||||
Cash provided by operating activities
|
359,890
|
44,369
|
|||||
Cash provided by discontinued operations
|
359,890
|
44,369
|
|||||
Increase in cash during the period
|
1,028,211
|
504,405
|
|||||
Cash at the beginning of the period
|
1,693,447
|
1,189,042
|
|||||
Cash at the end of the period
|
$ 2,721,658
|
$ 1,693,447
|
|||||
Supplemental information:
|
|||||||
Cash paid for interest
|
$ 2,066
|
$ 26,324
|
|||||
Cash paid for taxes
|
$ 266,700
|
$ 17,889
|
|||||
Capital lease obligation additions
|
$ -
|
$ (62,942)
|
|||||
Common stock received in conjunction with disposition of
|
|||||||
discontinued operation
|
$ 20,500
|
$ 725,000
|
|||||
Retirement of treasury stock
|
$ 1,132,451
|
$ -
|
|||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
|
VACATION CONLINE ENTER HOLDINGS CORP.
|
|||||||||||
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
|
|||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2008 and 2009
|
|||||||||||
Common Stock
|
Additional
|
||||||||||
paid-in
|
Accumulated
|
Treasury
|
|||||||||
Shares
|
Amount
|
capital
|
Deficit
|
Stock
|
Total
|
||||||
Balance at December 31, 2007
|
18,492,977
|
$ 1,849
|
$ 5,571,894
|
$ (1,400,147)
|
$ -
|
$ 4,173,596
|
|||||
Issuance of restricted shares under
|
|||||||||||
compensation plan
|
9,800
|
1
|
16,249
|
16,250
|
|||||||
Stock based compensation expense
|
154,521
|
154,521
|
|||||||||
Disposition of Phoenix International
|
|||||||||||
Publishing LLC
|
(1,250,000)
|
(125)
|
(724,875)
|
(725,000)
|
|||||||
Acqusition of treasury stock at cost
|
(25,628)
|
(25,628)
|
|||||||||
Net income for the year ended
|
|||||||||||
December 31, 2008
|
(186,346)
|
(186,346)
|
|||||||||
Balance at December 31, 2008
|
17,252,777
|
$ 1,725
|
$ 5,017,789
|
$ (1,586,493)
|
$ (25,628)
|
$ 3,407,393
|
|||||
Issuance of restricted shares under
|
|||||||||||
compensation plan
|
9,000
|
1
|
15,569
|
-
|
-
|
15,570
|
|||||
Stock based compensation expense
|
-
|
-
|
58,084
|
-
|
-
|
58,084
|
|||||
Acqusition of treasury stock at cost
|
-
|
-
|
-
|
-
|
(1,086,323)
|
(1,086,323)
|
|||||
Acquisition of common stock in
|
|||||||||||
exchange of assets sold
|
(20,500)
|
(20,500)
|
|||||||||
Retirement of treasury stock
|
(2,261,299)
|
(226)
|
(1,132,225)
|
-
|
1,132,451
|
-
|
|||||
Net income for the quarter ended
|
|||||||||||
December 31, 2009
|
329,739
|
329,739
|
|||||||||
Balance at December 31, 2009
|
15,000,478
|
$ 1,500
|
$ 3,959,217
|
$ (1,256,754)
|
$ -
|
$ 2,703,963
|
|||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
|
Asset Category
|
Depreciation/ Amortization Period
|
||
Office equipment
|
2 to 3 Years
|
||
Furniture & fixtures
|
5 to 7 Years
|
||
Leasehold improvements
|
6.5 Years
|
CONSOLIDATED BALANCE SHEET
|
|||||
December 31, 2008
|
|||||
As Originally
Reported
|
Adjustments
|
As
Restated
|
|||
ASSETS
|
|||||
CURRENT ASSETS
|
|||||
Cash and cash equivalents
|
$ 1,693,447
|
$ --
|
$ 1,693,447
|
||
Accounts receivable, net
|
1,198,768
|
--
|
1,198,768
|
||
Deposits and prepaid items
|
701,317
|
--
|
701,317
|
||
Deferred tax asset, net
|
27,672
|
--
|
27,672
|
||
Current assets available for sale
|
69,024
|
69,024
|
|||
Total Current Assets
|
3,690,228
|
--
|
3,690,228
|
||
Restricted cash
|
63,000
|
--
|
63,000
|
||
Property and equipment, net
|
137,897
|
--
|
137,897
|
||
Intangible assets, net
|
923,493
|
--
|
923,493
|
||
Goodwill
|
395,181
|
395,181
|
|||
Other assets
|
58,306
|
--
|
58,306
|
||
Long term assets available for sale
|
1,554,606
|
( 56,424)
|
1,498,182
|
||
Total Assets
|
$
6,822,711
|
$
( 56,424)
|
$
6,766,287
|
LIABILITIES AND STOCKHOLDER’S EQUITY
|
|||||
CURRENT LIABILITIES
|
|||||
Accounts payable and accrued liabilities
|
$ 977,025
|
$ --
|
$ 977,025
|
||
Deferred revenue
|
1,976,564
|
--
|
1,976,564
|
||
Notes payable and capital lease obligations,
current portion
|
120,287
|
--
|
120,287
|
||
Current liabilities available for sale
|
77,948
|
--
|
77,948
|
||
Total Current Liabilities
|
3,151,824
|
--
|
3,151,824
|
||
Notes payable and capital lease obligations
|
131,609
|
--
|
131,609
|
||
Deferred tax liability
|
16,113
|
--
|
16,113
|
||
Non current liabilities available for sale
|
59,348
|
--
|
59,348
|
||
TOTAL LIABILITIES
|
3,358,894
|
|
3,358,894
|
||
STOCKHOLDERS' EQUITY
|
|||||
Preferred stock
|
--
|
--
|
--
|
||
Common stock
|
1,725
|
--
|
1,725
|
||
Additional paid-in capital
|
4,392,963
|
624,826
|
5,017,789
|
||
Accumulated deficit
|
(905,243)
|
(681,250)
|
(1,586,493)
|
||
Treasury stock
|
(25,628)
|
--
|
(25,628)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
3,463,817
|
(56,424)
|
3,407,393
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
6,822,711
|
$
(56,424)
|
$
6,766,287
|
CONSOLIDATED STATEMENT OF OPERATIONS
|
|||||
Year Ended December 31, 2008
|
|||||
As Originally
Reported
|
Adjustment
|
As
Restated
|
|||
Income from continuing operations
|
$ 590,169
|
$ --
|
$ 590,169
|
||
Loss from discontinued operations, net of tax
|
(95,265)
|
(681,250)
|
(776,515
)
|
||
Net income/(loss)
|
$
494,904
|
$
(681,250)
|
$
(186,346)
|
||
Earnings/(Loss) per share – basic and diluted
|
|||||
Income from continuing operations
|
$ 0.03
|
$ --
|
$ 0.03
|
||
Loss from discontinued operations
|
(0.01)
|
(0.04)
|
(0.04)
|
||
Net income/(loss)
|
$
0.03
|
$
(0.04)
|
$
(0.01)
|
For the Year Ended December 31,
|
|||
2009
|
2008
(Restated)
|
||
Revenues
|
$ 410,165
|
$936,082
|
|
Loss before income taxes
|
$ (215,589)
|
$ (24,604)
|
|
Loss on sale of Phoenix
|
--
|
(739,632)
|
|
Impairment charges
|
(1,274,114)
|
--
|
|
Income tax (benefit)
|
(540,408)
|
12,279
|
|
Loss from discontinued operations
|
$
(949,295)
|
$
(776,515)
|
December 31, 2008
|
|
Accounts receivable
|
$ 37,341
|
Deposits and prepaid items
|
36,183
|
Total current assets held for sale
|
$
69,024
|
Property and equipment, net
|
$ 2,388
|
Intangible assets, net
|
193,120
|
Goodwill
|
1,302,674
|
Total long lived assets held for sale
|
$
1,498,182
|
Accounts payable and accrued liabilities
|
$ 64,583
|
Deferred revenue
|
13,365
|
Total current liabilities available for sale
|
$
77,948
|
Non current deferred income taxes payable
|
$
59,348
|
Non current liabilities available for sale
|
$
59,348
|
December 31,
|
December 31,
|
|||
2009
|
2008
|
|||
Prepaid expenses
|
$ 969,468
|
$ 303,150
|
||
Refundable deposits with suppliers
|
137,550
|
398,167
|
||
Prepaid expenses and other current assets
|
$ 1,107,018
|
$ 701,317
|
December 31,
|
December 31,
|
|||
2009
|
2008
|
|||
Office equipment
|
$ 487,335
|
$ 388,676
|
||
Furniture & fixtures
|
59,952
|
55,723
|
||
Leasehold improvements
|
67,368
|
67,368
|
||
614,655
|
511,767
|
|||
Less: Accumulated depreciation
|
(482,378)
|
(373,870)
|
||
Property and equipment, net
|
$ 132,277
|
$ 137,897
|
December 31,
|
December 31,
|
|||
2009
|
2008
|
|||
Trade names
Customer lists and relationships
|
$ 186,322
1,601,329
|
$ 186,040
1,094,655
|
||
1,787,651
|
1,280,695
|
|||
Less: Accumulated amortization
|
(711,336)
|
(357,202)
|
||
Intangible assets, net
|
$ 1,076,315
|
$ 923,493
|
Year
|
Estimated Annual
Amortization Expense
|
|
2010
|
$ 362,824
|
|
2011
|
292,645
|
|
2012
|
178,556
|
|
2013
|
93,425
|
|
2014 and thereafter
|
148,865
|
(Restated)
|
|
Balance at December 31, 2007 and 2008
|
$ 395,181
|
Acquisitions
|
-
|
Adjustments
|
361
|
Balance at December 31, 2008 and 2009
|
$
395,542
|
December 31,
2009
|
December 31,
2008
|
||
Accounts payable
|
$ 1,687,448
|
$ 499,006
|
|
Accrued compensation
|
374,552
|
351,128
|
|
Accrued professional fees
|
94,132
|
102,932
|
|
Other accrued expenses
|
67,231
|
23,959
|
|
Total
|
$
2,233,363
|
$
977,025
|
December 31,
2009
|
December 31,
2008
|
||
Note – La Tours and Cruises, Inc.
|
$ -
|
$ 200,000
|
|
Capital Lease Obligations
|
35,836
|
57,885
|
|
35,836
|
257,885
|
||
Less: Unamortized discount
|
-
|
5,989
|
|
Less: Current portion
|
16,421
|
120,287
|
|
$
19,415
|
$
131,609
|
Year Ending December 31,:
|
|
2010
|
$ 22,260
|
2011
|
14,840
|
Total minimum lease payments
|
37,100
|
Less: amounts representing interest
|
1,264
|
Present value of minimum lease payments
|
$
35,836
|
December 31,
|
||||
2009
|
2008
|
|||
Current:
Federal
State
|
$ 509,776
84,202
|
$ 13,546
1,361
|
||
593,978
|
14,907
|
|||
Deferred:
|
||||
Federal
|
$ 148,913
|
$ 443,664
|
||
State
|
24,763
|
45,317
|
||
173,676
|
488,981
|
|||
Provision for income taxes, net
|
$ 767,654
|
$ 503,888
|
||
December 31,
|
||||
2009
|
2008
|
|||
Statutory federal income tax rate
|
35.0%
|
35.0%
|
||
State income taxes
Tax effect of non-deductible items
Other
|
3.6
1.8
(2.8)
|
3.6
6.5
1.0
|
||
Effective tax rate
|
37.5%
|
46.1%
|
||
December 31,
2009
|
December 31,
2008
|
|||
Net operating loss carry-
forwards and AMT tax credit
|
$ 7,763
|
$ 36,906
|
||
Depreciation and amortization
|
(302,828)
|
(152,176)
|
||
Accruals and other
|
132,910
|
126,829
|
||
Deferred income tax asset (liability)
|
$ (162,155)
|
$ 11,559
|
December 31,
2009
|
December 31,
2008
|
|||
Current
|
$ 33,442
|
$ 27,672
|
||
Non-current
|
(195,597)
|
(16,113)
|
||
Net deferred income tax asset (liability)
|
|
$(162,155)
|
$ 11,559
|
|
Year Ended December 31,
|
|||
2009 | 2008 | ||
Numerator:
|
|||
Continuing operations:
|
|||
Income from continuing operations
|
$ 1,279,034
|
$ 590,169
|
|
Discontinued operations
|
|||
(Loss) from discontinued operations
|
(949,295)
|
(776,515)
|
|
Net income (loss)
|
$
329,739
|
$
(186,346)
|
|
Denominator:
|
|||
Weighted average number of shares
outstanding – basic and diluted
|
16,387,351
|
17,562,316
|
|
|
|||
EPS:
|
|||
Basic:
|
|||
Continuing operations
|
$ 0.08
|
$ 0.03
|
|
Discontinued operations
|
(0.06)
|
(0.04)
|
|
Net income/(loss)
|
$ 0.02
|
$ (0.01)
|
|
Diluted
|
|||
Continuing operations
|
$ 0.08
|
$ 0.03
|
|
Discontinued operations
|
(0.06)
|
(0.04)
|
|
Net income/(loss)
|
$ 0.02
|
$ (0.01)
|
Shares
|
Weighted Average
Exercise Price
|
||
Options outstanding as of January 1, 2008
|
2,215,000
|
$ 1.41
|
|
Granted
|
232,400
|
1.27
|
|
Canceled/Forfeited
|
-
|
0.00
|
|
Exercised
|
-
|
0.00
|
|
Options outstanding at December 31, 2008
|
2,447,400
|
$ 1.39
|
|
Granted
|
-
|
0.00
|
|
Canceled/Forfeited
|
(45,000)
|
1.46
|
|
Exercised
|
-
|
0.00
|
|
Options outstanding at December 31, 2009
|
2,402,400
|
$
1.39
|
Year
|
Amount
|
|||
2010
|
$ 929,173
|
|||
2011
|
635,441
|
|||
2012
|
467,534
|
|
||
2012 and thereafter
|
-
|
|
||
$
2,032,148
|
1
st
Quarter
|
2
nd
Quarter
|
3
rd
Quarter
|
4
th
Quarter
|
||||
For the year ended December 31, 2009:
|
|||||||
Continuing operations
|
|||||||
Net revenues
|
$ 2,737,219
|
$ 2,213,238
|
$ 1,571,884
|
$ 3,050,812
|
|||
Operating income/(loss)
|
$ 932,941
|
$ 338,365
|
$ (134,664)
|
$ 903,873
|
|||
Income/(loss) from continuing operations
|
$ 562,436
|
$ 200,524
|
$ (132,216)
|
$ 648,290
|
|||
(Loss) from discontinued operations
|
(32,208
)
|
(32,084)
|
(873,343)
|
(11,660)
|
|||
Net earnings/(loss)
|
$
530,228
|
$
168,440
|
$
(1,005,559)
|
$
636,630
|
|||
Earnings/(loss) per share-basic:
|
|||||||
Income/(loss) from
continuing operations
|
$ 0.03
|
$ 0.01
|
$ (0.01)
|
$ 0.04
|
|||
(Loss) from discontinued
operations
|
0.00
|
0.00
|
(0.05)
|
0.00
|
|||
Net earnings/(loss)
|
$ 0.03
|
$ 0.01
|
$
(0.06)
|
$
0.04
|
|||
Earnings/(loss) per share-diluted:
|
|||||||
Income/(loss) from
continuing operations
|
$ 0.03
|
$ 0.01
|
$ (0.01)
|
$ 0.04
|
|||
(Loss) from discontinued operations
|
0.00
|
0.00
|
(0.05)
|
0.00
|
|||
Net earnings/(loss)
|
$ 0.03
|
$ 0.01
|
$
(0.06)
|
$
0.04
|
For the year ended December 31, 2008:
|
1
st
Quarter
|
2
nd
Quarter
|
3
rd
Quarter
|
4
th
Quarter
|
|||
(Restated) | |||||||
Continuing operations
|
|||||||
Net revenues
|
$ 2,066,294
|
$ 2,444,056
|
$ 1,719,008
|
$ 2,734,467
|
|||
Operating income/(loss)
|
$ (272,934)
|
$ 360,142
|
$ 34,388
|
$ 996,816
|
|||
Income/(loss) from continuing operations
|
$ (188,930)
|
$ 205,006
|
$ 17,885
|
$ 556,208
|
|||
Income/(loss) from
discontinued operations
|
(800,524)
|
6,875
|
23,985
|
(6,851)
|
|||
Net earnings/(loss)
|
$
(977,931)
|
$
211,881
|
$
41,870
|
$
537,834
|
|||
Earnings/(loss) per share-basic:
|
|||||||
Income/(loss) from
continuing operations
|
$ (0.01)
|
$ 0.01
|
$ 0.00
|
$ 0.03
|
|||
Income/(loss) from
discontinued operations
|
(0.04)
|
0.00
|
0.00
|
0.00
|
|||
Net earnings/(loss)
|
$
(0.05)
|
$
0.01
|
$
0.00
|
$
0.03
|
|||
Earnings/(loss) per share-diluted:
|
|||||||
Income/(loss) from
continuing operations
|
$ (0.01)
|
$ 0.01
|
$ 0.00
|
$ 0.03
|
|||
Income/(loss) from
discontinued operations
|
(0.04)
|
0.00
|
0.00
|
0.00
|
|||
Net earnings/(loss)
|
$
(0.05)
|
$
0.01
|
$
0.00
|
$
0.03
|
1 Year Online Vacation Center (PK) Chart |
1 Month Online Vacation Center (PK) Chart |
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