UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006.
------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________________ to _____________________.
Commission file number: 0-32137
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Online Vacation Center Holdings Corp.
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(Exact name of registrant as specified in its charter)
FLORIDA 65-0701352
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1801 N.W. 66th Avenue, Suite 102, Plantation, Florida 33313
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 377-6400
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 preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 2006, there were 18,256,777 shares of Common Stock, par
value $.0001 per share, outstanding.
I N D E X
Page
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Part I. Financial Information. 3
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Item 1. Financial Statements (Unaudited) 3
Condensed Balance Sheets 3
Condensed Statements of Operations 4-5
Condensed Statements of Cash Flows 6
Statements of Changes in Shareholders' Equity 7
Notes to the Condensed Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 22
Item 3. Controls and Procedures. 26
Part II. Other Information. 26
-------- ------------------
Item 1: Legal Proceedings 26
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 26
Item 3: Defaults upon Senior Securities 26
Item 4: Submission of Matters to a vote of Securities Holders 26
Item 5: Other Information 27
Item 6: Exhibits 27
Signature 28
2
PART I. FINANCIAL INFORMATION.
------- ----------------------
Item 1. Financial Statements (Unaudited)
ONLINE VACATION CENTER HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30 December 31,
2006 2005
------------------- --------------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,915,387 $ 2,213,182
Accounts receivable, net 699,000 581,896
Prepaid expenses and other current assets 412,428 220,720
------------------ --------------------
Total Current Assets 4,026,816 3,015,798
Restricted cash 315,000 315,000
Property and equipment, net 87,071 111,100
Deferred income taxes 857,542 1,116,148
Goodwill 1,027,346 -
Intangible assets, net 989,497 44,314
------------------ --------------------
Total Assets $ 7,303,272 $ 4,602,360
================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,528,551 $ 894,187
Deferred revenue 569,200 479,434
Customer deposits 1,608,516 1,575,475
------------------ --------------------
Total Current Liabilities 3,706,267 2,949,096
Subordinate Debentures - 3,000,000
------------------ --------------------
Total Liabilities 3,706,267 5,949,096
------------------ --------------------
Shareholders' Equity (Deficiency)
Common Stock, 20,000,000 shares authorized at
$.001 par value; 171,429 shares issued and outstanding - 171
Common Stock, 80,000,000 shares authorized at
$.0001 par value; 18,256,777 shares issued and outstanding 1,826 -
Additional paid-in capital 4,995,788 248,473
Accumulated deficit (1,400,609) (1,595,380)
------------------ --------------------
Total Shareholders' Equity (Deficiency) 3,597,005 (1,346,736)
------------------ --------------------
Total Liabilities & Shareholders' Equity (Deficiency) $ 7,303,272 $ 4,602,360
================== ====================
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
3
ONLINE VACATION CENTER HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30,
2006 2005
------------ ------------
(Unaudited)
NET REVENUES $ 1,260,148 $ 1,612,857
Cost of goods sold 177,092 --
GROSS PROFIT 1,083,056 1,612,857
OPERATING EXPENSES:
Sales and marketing 489,972 519,758
General and administrative 939,786 936,410
------------ ------------
INCOME (LOSS) FROM OPERATIONS (346,702) 156,689
------------ ------------
Other income (expenses):
Interest income (expense), net 27,152 (59,387)
------------ ------------
Total other income (expenses), net 27,152 (59,387)
------------ ------------
Earnings (loss) from continuing operations
before provision for income taxes (319,550) 97,302
Provision (benefit) for income taxes (155,823) 39,407
------------ ------------
NET INCOME (LOSS) $ (163,727) $ 57,895
============ ============
EARNINGS PER SHARE - Basic $ (0.01) $ 0.00
============ ============
Weighted average shares outstanding - basic 18,256,777 18,256,777
============ ============
EARNINGS PER SHARE - Diluted $ (0.01) $ 0.00
============ ============
Weighted average shares outstanding - Diluted 18,556,777 18,556,777
============ ============
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
4
ONLINE VACATION CENTER HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30,
2006 2005
------------ ------------
(Unaudited)
NET REVENUES $ 5,083,352 $ 6,001,064
Cost of goods sold 177,092 --
GROSS PROFIT 4,906,260 6,001,064
OPERATING EXPENSES:
Sales and marketing 1,416,514 1,784,132
General and administrative 3,096,448 2,899,354
------------ ------------
INCOME FROM OPERATIONS 393,298 1,317,578
------------ ------------
Other income (expenses):
Interest income (expense), net 5,366 (180,580)
------------ ------------
Total other income (expenses), net 5,366 (180,580)
------------ ------------
Earnings from continuing operations
before provision for income taxes 398,664 1,136,998
Provision (benefit) for income taxes 203,894 (633,413)
------------ ------------
NET INCOME $ 194,770 $ 1,770,411
============ ============
EARNINGS PER SHARE - Basic $ 0.01 $ 0.10
============ ============
Weighted average shares outstanding - basic 18,256,777 18,256,777
============ ============
EARNINGS PER SHARE - Diluted $ 0.01 $ 0.10
============ ============
Weighted average shares outstanding - Diluted 18,556,777 18,556,777
============ ============
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
5
ONLINE VACATION CENTER HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30,
2006 2005
----------- ------------
(Unaudited)
Cash Flows from Operating Activities:
Net income $ 194,770 $ 1,770,411
Adjustments to reconcile to net cash inflow
from operating activities:
Provision for bad debts 3,509
Depreciation and amortization 70,300 51,727
Deferred income taxes 258,606 (696,939)
Non-cash stock-based compensation expense 117,720 --
Changes in operating assets and liabilities:
Accounts receivable (117,104) (153,670)
Prepaid expenses and other current assets (191,708) 35,094
Accounts payable and accrued expenses 433,114 109,103
Deferred revenue 89,766 133,010
Customer deposits 33,041 (81,478)
Cash payments for settlement obligation -- (166,250)
Net cash provided by operating activities 888,505 1,004,517
----------- -----------
Cash Flows from Investing Activities:
Return of investment in restricted cash -- (920)
Purchases of property and equipment (36,300) (44,401)
Cash paid for acquisitions (150,000) --
----------- -----------
Net cash (used in) investing activities (186,300) (45,321)
----------- -----------
Net increase in cash and cash equivalents 702,205 959,196
Cash and cash equivalents, beginning of year 2,213,182 1,176,923
----------- -----------
Cash and cash equivalents, end of year $ 2,915,387 $ 2,136,119
=========== ===========
Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------
Cash paid for interest $ 48,658 $ 305,091
=========== ===========
Cash (refunded) paid for taxes, net $ (30,627) $ 59,117
=========== ===========
Issuance of restricted stock $ 1,637,200 $ --
=========== ===========
Purchases of capital assets included in accounts payable and
accrued liabilities at period end $ 201,250 $ --
=========== ===========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
6
ONLINE VACATION CENTER HOLDINGS CORP. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Common Stock
20,000,000 shares authorized Additional Accumulated
Shares $0.001 par value Paid-in Capital Deficit Total
--------------------------------------- ------------------ ------------------- -----------------
Balance - December 31, 2004 171,429 171 248,473 (3,815,915) (3,567,271)
Net income - - - 2,220,535 2,220,535
--------------- ------------------ ------------------ ------------------ -----------------
Balance - December 31, 2005 171,429 171 248,473 (1,595,380) (1,346,736)
=============== ================== ================== ================== =================
Common Stock Additional Accumulated
80,000,000 shares authorized Paid-in Capital Deficit Total
------------------------------------- ------------------ ----------------- -------------
Share Exchange (171,429) (171) (248,473) - (248,644)
Amended Capitalization 16,799,777 1,680 3,246,964 - 3,248,644
Management & Director Equity Grants 7,000 1 122,012 - 122,013
PIP Acquisition 1,450,000 145 1,631,105 0 1,631,250
Net income through September 30, 2006 - - - 194,770 194,770
------------- ------------------ ------------------ ------------------ -------------
Balance - September 30, 2006 18,256,777 1,826 5,000,081 (1,400,609) 3,601,298
============= ================== ================== ================== =============
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
7
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BACKGROUND
Overview
--------
Online Vacation Center Holdings Corp. (the "Company") is a Florida holding
company, focused on building a network of diversified vacation sellers with
a range of products that can be cross-sold to an extensive customer base.
Target businesses will be financially and technologically sound and provide
a high degree of personalized service to help customers research, plan and
purchase a vacation.
The company provides vacation travel services through its wholly owned
subsidiaries Online Vacation Center, Inc., an internet-based vacation
seller focused on serving the affluent retiree market and Thoroughbred
Travel LLC, an upscale travel agency based in Houston, Texas that operates
under the Journeys Unlimited name. Additionally, the company, through its
wholly owned subsidiary Phoenix International Publishing, is the U.K.'s
leading publisher of consumer magazines and guides about travel to the U.S.
and Canada.
History
-------
Under a share exchange agreement dated August 25, 2005, effective March 15,
2006, the Company issued to the Online Vacation Center Holdings, Inc.
interest holders an aggregate of 15,000,000 shares of the Company's common
stock in exchange for a 100% interest in Online Vacation Center Holdings,
Inc. In connection with the share exchange, pursuant to an asset purchase
agreement, the Company sold all of its assets (and transferred all of its
liabilities) to Alan Rubin for a total purchase price of 2,700,000 shares
of the Company's common stock. The 2,700,000 shares were returned to the
Company and have been cancelled. For accounting purposes the consummation
of these actions resulted in a reverse merger and Online Vacation Center
Holdings, Inc. is the accounting survivor and surviving business entity;
however, the Company is the surviving legal entity.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of
Online Vacation Center Holdings Corp. and its wholly owned subsidiaries.
All significant intercompany transactions and balances have been
eliminated.
Use of Estimates
----------------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
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 consolidated financial
statements. These estimates and assumptions also affect the reported
amounts of revenues, costs and expenses during the reporting period.
8
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Management evaluates these estimates and assumptions on a regular basis.
Actual results could differ from those estimates.
Interim Financial Statements
----------------------------
The interim financial statements presented herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. The interim
financial statements should be read in conjunction with the Company's
annual financial statements, notes and accounting policies included in the
Company's year-end financial statements as of December 31, 2005. In the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) which are necessary to provide a fair presentation of
financial position as of September 30, 2006 and the related operating
results and cash flows for the interim period presented have been made. The
results of operations, for the period presented are not necessarily
indicative of the results to be expected for the year.
Revenue Recognition
-------------------
The Company recognizes revenue in accordance with Staff Accounting Bulletin
(SAB) No. 104 "Revenue Recognition in Financial Statements", which states
that revenue is realized or realizable and earned when all of the following
criteria are met: persuasive evidence of an arrangement exists, services
have been rendered, the seller's price to the buyer is fixed or
determinable, and collectibility is reasonably assured. Vacation travel
sales transactions are billed to customers at the time of booking, however
revenue is not recognized on the accompanying consolidated financial
statements until the customers' travel occurs. Publication revenue is
recognized upon production of the magazine or travel guide.
Emerging Issues Task Force (EITF) Issue No. 99-19, "Reporting Revenue Gross
as a Principal versus Net as an Agent", discusses the weighing of the
relevant qualitative factors regarding the Company's status as a primary
obligor and the extent of their pricing latitude. Based upon the Company's
evaluation of vacation travel sales transactions and in accordance with the
various indicators identified in EITF Issue No. 99-19, the Company's
vacation travel suppliers assume the majority of the business risks such as
providing the service and the risk of unsold travel packages. As such, all
vacation travel sales transactions are to be recorded at the net amount,
which is the amount charged to the customer less the amount to be paid to
the supplier. The method of net revenue presentation does not impact
operating profit, net income, earnings per share or cash flows.
Concentration of Credit Risk
----------------------------
The Company's business is subject to certain risks and concentrations
including dependence on relationships with travel suppliers (primarily
cruise lines), and to a lesser extent, exposure to risks associated with
online commerce security and credit card fraud. The Company is highly
9
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
dependent on its relationships with three major cruise lines: Celebrity
Cruises, Princess Cruises, and Royal Caribbean Cruise Line. The Company
also depends on third party service providers for processing certain
fulfillment services.
Concentrations of credit risk with respect to client accounts receivable
are limited because of the Company's policy to require deposits from
customers, the number of customers comprising the client base and their
dispersion across geographical locations.
Financial instruments, which potentially subject the Company to
concentration of credit risk, consist primarily of cash and bank
certificates of deposit. These accounts are maintained with financial
institutions insured by the Federal Deposit Insurance Corporation (FDIC) up
to $100,000. At September 30, 2006 and December 31, 2005, the balances at
various financial institutions over the FDIC insured limit relating to cash
and cash equivalents and restricted cash were approximately $2.7 million
and $2.0 million, respectively. The Company believes these balances are not
at risk as they are held by sound financial institutions.
Advertising Costs
-----------------
Substantially all advertising costs are charged to expense as incurred and
principally represent direct mail costs and online advertising, including
fees paid to search engines and distribution partners. Direct mail
advertising costs are recorded as prepaid expenses and charged to expense
as consumed. Advertising expense for the nine-month period ended September
30, 2006 and 2005 was $641,053 and $1,006,789, respectively. Advertising
expense for the three-month period ended September 30, 2006 and 2005 was
$216,107 and $275,696, respectively.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. At September 30,
2006 and December 31, 2005, cash and cash equivalents include cash in the
bank and cash on hand.
Accounts Receivable
-------------------
Vacation travel suppliers generally pay commissions between 60 days before
to 90 days after travel has commenced, overrides in the first quarter
following the period earned, and marketing invoices between 30 days to 90
days after invoice date. The Company determines its allowance by
considering a number of factors, including the length of time trade
accounts receivable are past due, the Company's previous loss history, the
specific supplier's current ability to pay its obligation to the Company
and the condition of the general economy and the industry as a whole. The
Company writes off accounts receivable when they become uncollectible, and
payments subsequently received on such receivables are recognized as
revenue in the period received. At September 30, 2006 and December 31,
2005, the allowance for doubtful accounts was $4,317.
10
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restricted Cash
---------------
In accordance with Accounting Review Board (ARB) No. 43, Chapter 3A,
"Current Assets and Current Liabilities", cash which is restricted as to
withdrawal is considered a noncurrent asset. Restricted cash consists of
collateral for two letters of credit and a reserve for credit card
processing. The Company's credit card processor, Global Payments, holds a
$280,000 reserve for credit cards processed. Global Payments will hold this
reserve for as long as the Company uses them as their credit card processor
and will release all funds no later than six months after the final
transaction deposit. Certificates of deposit of $35,000 are collateral for
two outstanding letters of credit due to expire in 2007. The letters of
credit are required by industry and state regulations and will be renewed.
Property and Equipment
----------------------
Property and equipment, including significant improvements, are recorded at
cost. Repairs and maintenance and any gains or losses on dispositions are
recognized as incurred. Depreciation and amortization are provided for on a
straight-line basis to allocate the cost of depreciable assets to
operations over their estimated service lives.
Depreciation/
Amortization
Asset Category Period
------------- ---------------
Office equipment 2 to 3 Years
Furniture & fixture 5 to 7 Years
Leasehold improvements 6.5 Years
Goodwill and Indefinite-Lived Intangible Assets
-----------------------------------------------
In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets,"
goodwill acquired in business combinations is assigned to reporting units
that are expected to benefit from the synergies of the combination as of
the acquisition date. Under this standard, goodwill and intangibles with
indefinite useful lives are no longer amortized. The Company assesses
goodwill and indefinite-lived intangible assets for impairment annually at
the beginning of the fourth quarter, or more frequently if events and
circumstances indicate impairment may have occurred in accordance with SFAS
No. 142. If the carrying value of a reporting unit's goodwill exceeds its
implied fair value, the Company records an impairment loss equal to the
difference. SFAS No. 142 also requires that the fair value of
indefinite-lived purchased intangible assets be estimated and compared to
the carrying value. The Company recognizes an impairment loss when the
estimated fair value of the indefinite-lived purchased intangible assets is
less than the carrying value. At September 30, 2006 and December 31, 2005,
goodwill in the accompanying consolidated balance sheets was $1,027,346 and
$0.
Long-Lived Assets
-----------------
The Company's accounting policy regarding the assessment of the
11
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
recoverability of the carrying value of long-lived assets, including
property and equipment and purchased intangible assets with finite lives,
is to review the carrying value of the assets if the facts and
circumstances suggest that they may be impaired. If this review indicates
that the carrying value will not be recoverable, as determined based on the
projected undiscounted future cash flows, the carrying value is reduced to
its estimated fair value.
Foreign Currency Translation
----------------------------
The Company conducts publishing operations in both the United States and
the United Kingdom, whose functional currency is the British pound. At the
balance sheet date, each asset, liability, revenue and expense is recorded
in British pounds by the use of the exchange rate in effect at that date.
At the period end, monetary assets and liabilities are translated into US
dollars by using the exchange rate in effect at that date. The resulting
foreign currency transaction gains and losses are included in operating
revenues and expenses for the year. These gains or losses were
insignificant in the nine-month period ended September 30, 2006 and 2005.
Income Taxes
------------
The Company accounts for income taxes under the liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are expected to be
recovered or settled.
Comprehensive Income
--------------------
Comprehensive income is comprised of net income and other comprehensive
income. Other comprehensive income includes certain changes in equity that
are excluded from net income. At September 30, 2006, there were no material
items to be included in accumulated other comprehensive income.
Earnings Per Share
------------------
Basic earnings per share is computed by dividing net income available to
common shareholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflects the
potential dilution that could occur if stock options and other commitments
to issue common stock were exercised or equity awards vest resulting in the
issuance of common stock that could share in the earnings of the Company.
300,000 stock options that have vested but have not been exercised are
included in the weighted average shares outstanding - diluted.
Stock-Based Compensation
------------------------
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure" ("SFAS No. 148") which amends FASB
12
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Statement No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123"). The Company has adopted the expense recognition provision of SFAS
123 and is providing expense for stock based compensation for grants made
on and after January 1, 2003. There was no stock based compensation granted
during the year ended December 31, 2005. On March 16, 2006, 1,860,000 stock
options and 7,000 restricted shares were granted to employees and directors
under the 2005 Management and Director Equity Incentive and Compensation
Plan. Compensation cost recognized in the nine-month period ended September
30, 2006 was $111,771 for the stock options and $5,950 for the restricted
shares.
Off-Balance Sheet Arrangements
------------------------------
The Company has not entered into any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on the
Company's financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources and would be considered material to shareholders. An officer of
the Company has provided personal guarantees to various lenders as required
for the extension of credit to the Company.
Recent Accounting Pronouncements
--------------------------------
Share-Based Payment
In December 2004, the FASB issued a revision of SFAS 123 ("SFAS 123(R)")
that requires compensation costs related to share-based payment
transactions to be recognized in the statement of operations. With limited
exceptions, the amount of compensation cost will be measured based on the
grant-date fair value of the equity or liability instruments issued. In
addition, liability awards will be remeasured each reporting period.
Compensation cost will be recognized over the period that an employee
provides service in exchange for the award. SFAS 123(R) replaces SFAS 123
and is effective as of January 1, 2006. Compensation cost for stock options
issued on March 16, 2006 was recognized and is included in the statement of
operations for the nine-month period ended September 30, 2006.
In March 2005, the U.S. Securities and Exchange Commission, or SEC,
released Staff Accounting Bulletin 107, "Share-Based Payments," ("SAB
107"). The interpretations in SAB 107 express views of the SEC staff, or
staff, regarding the interaction between SFAS 123R and certain SEC rules
and regulations, and provide the staff's views regarding the valuation of
share-based payment arrangements for public companies. In particular, SAB
107 provides guidance related to share-based payment transactions with
non-employees, the transition from nonpublic to public entity status,
valuation methods (including assumptions such as expected volatility and
expected term), the accounting for certain redeemable financial instruments
issued under share-based payment arrangements, the classification of
compensation expense, non-GAAP financial measures, first-time adoption of
SFAS 123R in an interim period, capitalization of compensation cost related
to share-based payment arrangements, the accounting for income tax effects
of share-based payment arrangements upon adoption of SFAS 123R, the
modification of employee share options prior to adoption of SFAS 123R and
disclosures in Management's Discussion and Analysis subsequent to adoption
13
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
of SFAS 123R. SAB 107 requires stock-based compensation be classified in
the same expense lines as cash compensation is reported for the same
employees.
Nonmonetary Exchange
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets--An Amendment of Accounting Principles Board (APB) Opinion No. 29,
Accounting for Nonmonetary Transactions" ("SFAS 153"). SFAS 153 eliminates
the exception from fair measurement for nonmonetary exchanges of similar
productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for
Nonmonetary Transactions," and replaces it with an exception for exchanges
that do not have commercial substance. SFAS 153 specifies that a
nonmonetary exchange has commercial substance if the future cash flows of
the entity expected to change significantly as a result of the exchange.
SFAS 153 is effective for fiscal periods beginning after June 15, 2005. The
adoption of SFAS 153 is not expected to have a material impact on the
Company's current financial condition or results of operations.
Conditional Asset Retirement
In March 2005, the FASB issued FASB Interpretation (FIN) No. 47 -
"Accounting for Conditional Asset Retirement Obligations - an
Interpretation of SFAS 143 (FIN No. 47). FIN No. 47 clarifies the timing of
liability recognition for legal obligations associated with the retirement
of a tangible long-lived asset when the timing and/or method of settlement
are conditional on a future event. FIN No. 47 is effective no later than
December 31, 2005. FIN No. 47 did not impact the Company for the nine-month
period ended September 30, 2006.
Accounting Changes and Error Corrections
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a Replacement of APB No. 20 and FASB 3 (SFAS No.154). SFAS No.
154 requires retrospective application to prior periods' financial
statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion No. 20 "Accounting Changes," previously required
that most voluntary changes in accounting principle be recognized by
including in net income of the period of the change the cumulative effect
of changing to the new accounting principle.
NOTE 3 - PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
September 30, December 31,
---------------- ----------------
2006 2005
---------------- ----------------
Prepaid expenses $ 337,238 $ 140,176
Refundable deposits with suppliers 75,190 80,543
---------------- ----------------
Prepaid expenses and other current assets $ 412,428 $ 220,719
================ ================
14
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - PROPERTY AND EQUIPMENT, NET
Property and equipment consist of the following:
September 30, December 31,
---------------- ----------------
2006 2005
---------------- ----------------
Office equipment $ 367,158 $ 332,663
Furniture & fixture 56,083 54,326
Leasehold improvements 67,368 67,368
---------------- ----------------
490,609 454,357
Less: Accumulated depreciation (403,538) (343,257)
---------------- ----------------
Property and equipment, net $ 87,071 $ 111,110
================ ================
NOTE 5 - INTANGIBLE ASSETS, NET
During 2002, Online Vacation Center Holdings, Inc. purchased the rights to
the Renaissance Cruises name and customer database. Online Vacation Center
Holdings, Inc. also registered two trade names and marks for Online
Vacation Center, Inc. These costs were capitalized and are being amortized
over the expected 15-year useful lives of the trademarks.
During 2006, Online Vacation Center Holdings, Inc. acquired Phoenix
International Publishing, LLC. A third-party company was hired to prepare a
valuation to assist management of the Company in its allocation of the
purchase price, primarily through the determination of the fair value and
remaining useful lives of Phoenix's intangible assets. The costs related to
Phoenix's intangible assets have been capitalized and are being amortized
over their expected useful life, ranging from 4 to 15 years.
The estimated aggregate amortization expense is $135,593 per year for each
of the three succeeding fiscal years, $111,426 in the fourth succeeding
fiscal year, and $63,093 in the fifth succeeding fiscal year.
15
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Intangible assets consist of the following:
September 30, December 31,
2006 2005
---------------- ----------------
Phoenix International Publishing $ 959,000 $ 0
Renaissance Cruises 50,000 50,000
Other trademarks 6,642 6,642
---------------- ----------------
1,015,642 56,642
Less: Accumulated amortization (26,145) (12,328)
---------------- ----------------
Intangible assets, net $ 989,497 $ 44,314
================ ================
NOTE 6 - DEFERRED REVENUES
Deferred revenue consists of sales commission received from vacation
travel suppliers in advance of passenger cruise travel dates, net of
cancellations and amounts received on publishing to be produced in the
future. The advance sales commission and publishing revenue is considered
unearned revenue and recorded as deferred revenue in the accompanying
consolidated balance sheets. At September 30, 2006 and December 31, 2005,
deferred revenues were $569,200 and $479,434, respectively.
NOTE 7 - CUSTOMER DEPOSITS
Deposits received from customers in advance of passenger cruise travel
dates are considered unearned revenues and recorded as customer deposit
liabilities in the accompanying consolidated balance sheets. Customer
deposits are subsequently recognized as revenues upon completion of
passenger travel. At September 30, 2006 and December 31, 2005, customer
deposits were $1,608,516 and $1,575,475, respectively.
NOTE 8 - SUBORDINATE DEBENTURES
On November 16, 2000 Online Vacation Center Holdings, Inc. issued an 8%
Subordinate Debenture (the "first Debenture") in the amount of $2,000,000
to Pacific Tour Services, Inc. that was due on January 1, 2008. The first
Debenture accrued interest on the unpaid principal balance at a rate of 8%
per annum. On June 27, 2001 Online Vacation Center Holdings, Inc. issued an
8% Subordinate Debenture (the "second Debenture") in the amount of
$1,000,000 to Pacific Tour Services, Inc. that was due on January 1, 2008.
The second Debenture accrued interest on the unpaid principal balance at a
rate of 8% per annum. Immediately prior to the share exchange agreement the
debentures were exchanged into shares of common stock of Online Vacation
Center Holdings, Inc. and then Pacific Tour Services, Inc. subsequently
exchanged the shares for shares of common stock of Online Vacation Center
Holdings Corp., in accordance with the share exchange agreement.
16
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 - INCOME TAXES
The provision (benefit) for income taxes from continued operations for the
nine month period ended September 30, 2006 and 2005 consist of the
following:
September 30,
--------------------------------------
2006 2005
---------------- ----------------
Current:
Federal $ (59,350) $ 0
State $ 4,636 0
---------------- ----------------
(54,714) 0
Deferred:
Federal $ 221,736 $ 459,369
State 36,872 72,186
---------------- ----------------
258,608 531,555
Tax (benefit) from the
decrease in valuation allowance (0) (1,164,967)
---------------- ----------------
Provision (benefit) for income taxes, net $ 203,894 $ (633,413)
================ ================
The difference between income tax expense computed by applying the federal
statutory corporate tax rate and actual income tax expense is as follows:
September 30,
--------------------------------------
2006 2005
---------------- ----------------
Statutory federal income tax rate 35.0% 35.0%
Decrease in valuation allowance 0.0% (102.5)%
State income taxes 5.5% 5.5%
Other 4.5% 6.3%
Gain on sale of cigar assets 6.1% 0.0%
---------------- ----------------
Effective tax rate 51.1% (55.7)%
================ ================
Other includes tax rate differentials and the true-up of permanent tax
differences from prior periods. The gain on sale of cigar assets is the
result of the transaction wherein the Company distributed the assets
relating to the cigar business to Alan Rubin in exchange for 2.7 million
shares of stock. The Company recognized gain on each asset distributed
based upon the difference between the fair market value and the Company's
17
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
adjusted basis in each asset at the time of closing.
Deferred income taxes result from temporary differences in the recognition
of income and expenses for the financial reporting purposes and for tax
purposes. The tax effect of these temporary differences representing
deferred tax asset and liabilities result principally from the following:
September 30, December 31,
2006 2005
---------------- -------------------
Net operating loss carry-
forwards and AMT tax credit $ 593,746 $ 832,088
Depreciation and amortization (16,685) 85,568
Accruals and other 280,481 198,492
---------------- -------------------
Deferred income tax asset $ 857,542 $ 1,116,148
================ ===================
The net deferred tax assets and liabilities are comprised of the following:
September 30, December 31,
2006 2005
---------------- -------------------
Deferred tax assets
Current $ 247,966 $ 234,809
Non-current 609,576 881,339
---------------- -------------------
Net deferred income tax asset $ 857,542 $ 1,116,148
================ ===================
NOTE 10 - STOCK OPTION COMPENSATION
On March 16, 2006, 1,860,000 stock options were granted to management and
directors under the 2005 Management and Director Equity Incentive and
Compensation Plan. All options have a five-year life and an exercise price
of $1.27.
Plan Type # Options Granted Grant Date Final Vest
--------- ----------------- ---------- ----------
ISO 100,000 3/16/2006 3/16/2006
ISO 100,000 3/16/2006 3/16/2007
ISO 160,000 3/16/2006 3/16/2008
Non-Qualified 200,000 3/16/2006 3/16/2006
Non-Qualified 1,300,000 3/16/2006 3/16/2008
Compensation cost recognized in the nine-month period ended September 30,
2006 was $111,771. Compensation cost was calculated using the Black-Scholes
model with the following assumptions: $1.27 exercise price; average
remaining life between 2.5 and 3.5 years, depending on the option vesting;
$0.85 stock price; 4.44% interest rate; 40% volatility; 5% forfeiture rate.
18
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Gross compensation cost to be recognized over the next two years is
$313,998.
Compensation Compensation
ISOs NQ cost, gross Forfeitures cost, net
---- -- ----------- ----------- ---------
Q1 $ 14,069 $ 30,620 44,689 5% 42,455
Q2 7,388 28,894 36,283 5% 34,468
Q3 7,469 33,731 36,681 5% 34,847
Q4 7,469 29,212 36,681 5% 34,847
---------- ----------- ---------- -- ----------
2006 $ 36,396 $ 117,938 154,334 5% 146,618
Q1 6,633 28,577 35,210 5% 33,450
Q2 3,556 28,894 32,451 5% 30,828
Q3 3,595 29,212 32,807 5% 31,167
Q4 3,595 29,212 32,807 5% 31,167
---------- ----------- ---------- -- ----------
2007 $ 17,380 $ 115,895 133,275 5% 126,611
Q1 2,892 23,497 26,388 5% 25,069
---------- ----------- ---------- -- ----------
2008 $ 2,892 $ 23,497 26,388 5% 25,069
Total $ 56,668 $ 257,330 313,998 5% 298,298
========== =========== ========== ==========
NOTE 11 - RELATED PARTY TRANSACTIONS
Effective October 2005, Online Vacation Center Holdings, Inc. engaged
Richard A. McKinnon to provide consulting services. In consideration for
such services Mr. McKinnon received a monthly fee of $10,000. Mr. McKinnon
continues to serve as a consultant to the Company at the same fee rate. Mr.
McKinnon is currently serving as Chairman of the Company.
NOTE 12 - COMMITMENTS AND CONTIGENCIES
Lease Commitments
-----------------
Online Vacation Center Holdings, Inc. has entered into a lease for
approximately 10,000 square feet of corporate office space in Plantation,
Florida. Total monthly lease payments, which include a proportionate share
of building operating expenses, are $16,182 through June 2007 and increase
approximately three percent each year thereafter. The current lease term is
through June 30, 2008.
Executive Employment Agreement
------------------------------
On March 16, 2006, the Company entered into an executive employment
agreement with its President and Chief Executive Officer, Edward B. Rudner.
The Company will pay an initial annual base salary of $300,000, payable
bi-weekly. The base salary is subject to annual automatic incremental
19
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
increases of the greater of the percentage increase in the consumer price
index or 6% of the previous year's base salary. In addition, the Company
issued incentive stock options to purchase 300,000 shares of common stock
and nonqualified stock options to purchase 200,000 shares of common stock
which are exercisable at 150% of the fair market value of the Company's
common stock as of the effective date of the share exchange ($1.27). All of
the nonqualified stock options and incentive stock options to purchase
100,000 shares vested immediately. Incentive stock options to purchase
100,000 shares of common stock vest on March 15, 2007 and the remaining
100,000 incentive stock options vest on March 15, 2008. All of the options
were issued under the 2005 Management and Director Equity Incentive and
Compensation Plan.
As of the effective date of the share exchange, Online Vacation Center
Holdings, Inc. had an obligation under the terms of its employment
agreement with Mr. Rudner for compensation and benefits in the amount of
$579,990. The obligation has been assumed by the Company. In August 2006,
the Company's board of directors voted to establish the Online Vacation
Center Holdings Corp. Deferred Compensation Plan in order to provide for
payments to be made to Mr. Rudner for this obligation. The Company will
make a series of twenty-six (26) cash payments totaling $579,990 to Mr.
Rudner, commencing on January 12, 2007.
Other Contract Obligations
--------------------------
During the course of business, the Company has entered into contracts for
marketing, telephone and other related expenses. At September 30, 2006, the
Company has obligations under the terms of these contracts in the amount of
$91,791, $179,467 and $0 for the three-month period ended December 31, 2006
and the years ended December 31, 2007, and 2008, respectively.
At September 30, 2006, the Company had the following future minimum
obligations for rental lease commitments, employment agreements and other
contract obligations as follows:
Year Amount
---- -----------------
2006 $ 275,052
2007 $ 927,797
2008 $ 675,618
2009 and thereafter $ 423,477
Benefit Plan
------------
The Company participates in a multi-employer 401 (k) Plan managed by a
professional employer organization the Company retains for administering
payroll and employee benefits programs. Contributions to the Plan are at
the discretion of the Company's board of directors. No contributions were
approved as of September 30, 2006.
Settlement Obligation
---------------------
The Company is involved from time to time in various legal claims and
20
ONLINE VACATION CENTER HOLDINGS CORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
actions arising in the ordinary course of business. In November 2004, the
Company reached a settlement agreement with a travel company whereby the
Company paid $200,000 and agreed to pay $175,000 over twenty months
commencing January 2005 with interest on the outstanding balance at 8% per
annum.
The balance recorded for the Settlement obligation as of December 31, 2003
was $636,403 and was accrued during 2003. In 2004, an additional $4,412 was
accrued for the Settlement obligation, increasing the balance recorded to
$640,815. As a result of the Settlement Agreement, the difference between
the balance of $640,815 that the Company had accrued and the Settlement Sum
of $375,000 was recorded as a gain in the accompanying statement of
consolidated operations for the year ended December 31, 2004, as this was a
one-time event that did not result from the Company's core operations and
the settlement gain had been realized. The obligation was paid in full in
2005.
Regulatory Matters
------------------
The Company believes it is in compliance with all federal regulatory
requirements, including the CAN-SPAM Act of 2003 which regulates commercial
electronic mail on a nationwide basis. The Company adheres to the law by
properly representing the nature of its commercial email messages, not
tampering with source and transmission information and obtaining email
addresses through lawful means.
NOTE 13 - SUBSEQUENT EVENT
On October 3, 2006, Online Vacation Center Holdings Corp. consummated the
acquisition of La Fern, Inc., a Miami Lakes, Florida travel agency,
operating as eLeisureLink.com, that provides a one stop location for
vacation values, pursuant to the terms of an Acquisition Agreement, dated
October 3, 2006, by and among Online Vacation Center Holdings Corp., a
Florida corporation, La Fern, Inc. d/b/a/ Leisure Link International, a
Florida corporation, and Lawrence Fishkin, an individual.
Pursuant to the Acquisition Agreement, Online Vacation Center Holdings
Corp. purchased and acquired all of the issued and outstanding ownership
interests of La Fern, Inc. for $ 25,000 cash and a $ 375,000 Convertible
Note, bearing interest at 6% per annum, with principal payable at maturity
of October 1, 2009 and interest payable semi-annually on April 1, 2007 and
on each April 1 and October 1 thereafter. The note may not be prepaid and
shall be convertible at the election of Holder prior to maturity into
187,500 shares of Online Vacation Center Holdings Corp. common stock at a
conversion price equal to $2.00 per share.
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
Online Vacation Center Holdings Corp. (the "Company") is a Florida holding
company, focused on building a network of diversified vacation sellers with a
range of products that can be cross-sold to an extensive customer base. Target
businesses will be financially and technologically sound and provide a high
degree of personalized service to help customers research, plan and purchase a
vacation.
The company provides vacation travel services through the following wholly
owned subsidiaries:
o Online Vacation Center, Inc.- an internet-based vacation seller focused
on serving the affluent retiree market
o Thoroughbred Travel LLC - an upscale travel agency based in Houston,
Texas that operates under the Journeys Unlimited name.
Additionally, the company, through its wholly owned subsidiary Phoenix
International Publishing LLC, is the U.K.'s leading publisher of consumer
magazines and guides about travel to the U.S. and Canada.
The following discussion and analysis should be read in conjunction with the
Company's financial statements and notes thereto included as exhibits to this
report. This discussion contains certain forward-looking statements that involve
risks and uncertainties. The Company's actual results and the timing of certain
events could differ materially from those discussed in these forward-looking
statements as a result of certain factors, including, but not limited to, those
set forth herein and elsewhere in this information statement.
Results of Operations
---------------------
Nine Months Ended September 30, 2006 Compared To Nine Months Ended
------------------------------------------------------------------
September 30, 2005
------------------
Revenues. Revenues decreased $917,712, or 15%, to $5,083,352 for the nine month
period ended September 30, 2006 from $6,001,064 for the nine month period ended
September 30, 2005. Gross profit decreased $1,094,804, or 18%, to $4,906,260 for
the nine month period ended September 30, 2006 from $6,001,064 for the nine
month period ended September 30, 2005. The decrease was primarily due to fewer
customers traveling during the second and third quarters of 2006 as compared to
the same period in 2005.
Operating expenses. Operating expenses, which include sales and marketing
expenses and general and administrative expenses, were $4,512,962 for the nine
month period ended September 30, 2006 as compared to $4,683,486 for the nine
month period ended September 30, 2005, a decrease of $170,524 or 4%. The
decrease was principally due to a decrease in sales and marketing expenses and
management compensation which was partially offset by an increase in
professional fees as described below. For the nine month period ended September
30, 2006, sales and marketing expenses were $1,416,514 as compared to $1,784,132
for the nine month period ended September 30, 2005, a decrease of $367,618 or
21%. Sales and marketing expenses primarily consist of sales salaries,
commissions, and marketing expenses. The decrease is primarily due to a decrease
22
in co-op marketing projects in the first quarter of 2006. For the nine month
period ended September 30, 2006, general and administrative expenses were
$3,096,448 as compared to $2,899,354 for the nine month period ended September
30, 2005, an increase of $197,094 or 7%. General and administrative expenses
primarily include management compensation, professional services, and occupancy
costs. For the nine month period ended September 30, 2006, management
compensation expenses were $1,788,561 as compared to $2,150,729 for the nine
month period ended September 30, 2005, a decrease of $362,168 or 17%. This
decrease was primarily due to a salary decrease related to a new employment
agreement with the company's president. For the nine month period ended
September 30, 2006, professional services expenses were $747,027 as compared to
$254,879 for the nine month period ended September 30, 2005, an increase of
$492,148 or 193%. The increase was due to consulting, legal, and accounting
expenses that were associated with the company's reverse merger transaction and
acquisition strategy.
Income from Operations. For the nine month period ended September 30, 2006,
income from operations was $393,298 as compared to $1,317,578 for the nine month
period ended September 30, 2005, a decrease of $924,280 or 70%. The decrease was
primarily due to a decrease in revenues.
Other Income (Expense). Other income increased to $5,366 for the nine month
period ended September 30, 2006 as compared to ($180,580) for the nine month
period ended September 30, 2005. The increase in other income was due to a
decrease in interest expense associated with the subordinated debenture
discussed below and an increase in interest income on the company's
interest-bearing cash accounts.
Earnings from Continuing Operations. For the nine month period ended September
30, 2006, earnings from continuing operations were $398,664 as compared to
$1,136,998 for the nine month period ended September 30, 2005, a decrease of
$738,334 or 65%. The decrease was primarily due to a decrease in revenues.
Provision (Benefit) for Income Taxes. The provision for income taxes increased
to $203,894 for the nine month period ended September 30, 2006 as compared to
($633,413) for the nine month period ended September 30, 2005. The increase in
the provision for income taxes resulted primarily from a decrease of the
valuation allowance benefit. For the nine month period ended September 30, 2006,
the non-cash U.S. income tax provision, which includes a tax expense of $24,443
related to the gain on the sale of the assets relating to the cigar business to
Alan Rubin in exchange for 2.7 million shares of stock, was $203,894 as compared
to $531,555 for the nine month period ended September 30, 2005, a decrease of
$327,661. For the nine month period ended September 30, 2006, the valuation
allowance benefit was $0 as compared to $1,164,967 for the nine month period
ended September 30, 2005. SFAS No. 109, "Accounting for Income Taxes," requires
that Online Vacation Center record a valuation allowance when it is "more likely
than not that some portion or all of the deferred tax assets will not be
realized." The valuation allowance was decreased to $1,164,968 or 65% of the
gross deferred tax asset of $1,792,258 in 2004 and decreased to $0 or 0% of the
gross deferred tax asset of $1,116,148 in 2005 as described below.
At December 31, 2002, Online Vacation Center recorded a valuation allowance of
$2,217,158 or 80% of the gross deferred tax asset of $2,771,447. Online Vacation
Center decreased the valuation allowance in 2003, 2004, and March 31, 2005. At
June 30, 2005, Online Vacation Center had its most profitable quarter to date.
Net income before taxes and future revenue increased as compared to the same
three month period ending June 30, 2004. Historically, the second quarter of the
year is the time that most bookings travel, therefore it would be expected that
advanced bookings would significantly decrease. Instead, advanced bookings
increased 40% as compared to the same period in 2004. Based on this information,
23
management concluded at that time that it was no longer more likely than not
that a portion of the deferred tax asset would not be realized and consequently,
the company removed the valuation allowance. Accordingly, Online Vacation Center
recorded a net non-cash tax benefit in the quarter ended June 30, 2005 of
$644,163, resulting primarily from the effect of a $1,007,748 reversal of the
valuation allowance on Online Vacation Center's deferred tax assets, partly
offset by a $363,585 non-cash U.S. income tax provision (prior to the impact of
the valuation allowance).
Net Income. For the nine month period ended September 30, 2006, net income was
$194,770 as compared to $1,770,411 for the nine month period ended September 30,
2005, a decrease of $1,575,641 or 89%. The decrease was primarily due to an
increase in the provision for income taxes and a decrease in revenues.
Three Months Ended September 30, 2006 Compared To Three Months Ended
--------------------------------------------------------------------
September 30, 2005
------------------
Revenues. Revenues decreased $352,709, or 22%, to $1,260,148 for the three month
period ended September 30, 2006 from $1,612,857 for the three month period ended
September 30, 2005. Gross profit decreased $529,801, or 33%, to $1,083,056 for
the three month period ended September 30, 2006 from $1,612,857 for the three
month period ended September 30, 2005. The decrease was due to fewer customers
traveling during the third quarter of 2006 as compared to the same period in
2005.
Operating expenses. Operating expenses include sales and marketing expenses and
general and administrative expenses. For the three month period ended September
30, 2006, sales and marketing expenses were $489,972 as compared to $519,758 for
the three month period ended September 30, 2005, a decrease of $29,786 or 6%.
Sales and marketing expenses primarily consist of sales salaries, commissions,
and marketing expenses. The decrease was primarily due to a slight decrease in
co-op marketing projects. For the three month period ended September 30, 2006,
general and administrative expenses were $939,786 as compared to $936,410 for
the three month period ended September 30, 2005, an increase of $3,376 or 0.4%.
General and administrative expenses primarily include management compensation,
professional services, and occupancy costs. For the three month period ended
September 30, 2006, management compensation expenses were $602,133 as compared
to $668,692 for the three month period ended September 30, 2005, a decrease of
$66,559 or 10%. This decrease was primarily due to a salary decrease due to a
new employment agreement with the company's president. For the three month
period ended September 30, 2006, professional services expenses were $139,972 as
compared to $120,011 for the three month period ended September 30, 2005, an
increase of $19,961 or 16%. The increase was due to the cost of board of
director fees, which were not incurred when the company was private.
Income (Loss) from Operations. For the three month period ended September 30,
2006, income from operations was ($346,702) as compared to $156,689 for the
three month period ended September 30, 2005, a decrease of $503,391 or 321%. The
decrease was primarily due to a decrease in revenues.
Other Income (Expense). Other income increased to $27,152 for the three month
period ended September 30, 2006 as compared to ($59,387) for the three month
period ended September 30, 2005. The decrease in other expenses was due to a
decrease in interest expense associated with the subordinated debenture
discussed below and an increase in interest income on the company's
interest-bearing cash accounts.
24
Earnings (Loss) from Continuing Operations. For the three month period ended
September 30, 2006, earnings from continuing operations were ($319,550) as
compared to $97,302 for the three month period ended September 30, 2005, a
decrease of $416,852 or 428%. The decrease was primarily due to a decrease in
revenues.
Provision (Benefit) for Income Taxes. The provision for income taxes decreased
to ($155,823) for the three month period ended September 30, 2006 as compared to
$39,407 for the three month period ended September 30, 2005. The decrease in the
provision for income taxes resulted from a decrease in earnings from continuing
operations.
Net Income (Loss). For the three month period ended September 30, 2006, net
income was ($163,727) as compared to $57,895 for the three month period ended
September 30, 2005, a decrease of $221,622 or 383%. The decrease was primarily
due to a decrease in revenues.
Liquidity and Capital Resources
Cash as of September 30, 2006 was $2,915,387 as compared to $2,213,182 as of
December 31, 2005, an increase of $702,206. As of September 30, 2006, the
Company had a working capital surplus of $320,549 as compared to $66,702 as of
December 31, 2005, an increase of $253,847. Total liabilities as of September
30, 2006 were $3,706,267 as compared to $5,949,096 as of December 31, 2005, a
decrease of $2,242,829. Shareholders' equity as of September 30, 2006 was
$3,597,005 as compared to a deficit of $1,346,736 as of December 31, 2005, an
increase of $4,943,740. The decrease in liabilities and increase in
shareholders' equity resulted primarily from the conversion of all outstanding
subordinated debentures to shares of Online Vacation Center Holdings, Inc.'s
common stock prior to the share exchange agreement, as discussed below, as well
as the increase in capital related to the Phoenix International Publication LLC
acquisition.
On November 16, 2000 Online Vacation Center Holdings, Inc. issued an 8%
Subordinate Debenture (the "first Debenture") in the amount of $2,000,000 to
Pacific Tour Services, Inc. that was due on January 1, 2008. The first Debenture
accrued interest on the unpaid principal balance at a rate of 8% per annum. On
June 27, 2001 Online Vacation Center Holdings, Inc. issued an 8% Subordinate
Debenture (the "second Debenture") in the amount of $1,000,000 to Pacific Tour
Services, Inc. that was due on January 1, 2008. The second Debenture accrued
interest on the unpaid principal balance at a rate of 8% per annum. Immediately
prior to the share exchange agreement the debentures were exchanged into shares
of common stock of Online Vacation Center Holdings, Inc. and then Pacific Tour
Services, Inc. subsequently exchanged the shares for shares of common stock of
Online Vacation Center Holdings Corp., in accordance with the share exchange
agreement.
Management believes that the existing cash and cash expected to be provided by
operating activities will be sufficient to fund the short term capital and
liquidity needs of its operations. The Company may choose to seek to sell equity
or debt securities or obtain credit lines from financial institutions to meet
its longer-term liquidity and capital requirements, which includes strategic
growth through mergers and acquisitions. There is no assurance that the Company
will be able to obtain additional capital or financing in amounts or on terms
acceptable to the Company, if at all or on a timely basis.
The Company has historically been dependent on its relationships with four major
cruise lines: Celebrity Cruises, Princess Cruises, Norwegian Cruise Line and
25
Royal Caribbean Cruise Line. The Company also depends on third party service
providers for processing certain fulfillment services.
The domestic and international leisure travel industry is seasonal and is
sensitive to global events that are out of its control. The results of the
Company have been subject to fluctuations caused by the seasonal variations in
the travel industry and by global events. The company expects these variations
to continue in the future.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's principal
executive officer and principal financial officer, evaluated the effectiveness
of the Company's disclosure controls and procedures as of the end of the period
covered by this report. The term "disclosure controls and procedures," as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls
and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits
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 include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including its
principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of the Company's
disclosure controls and procedures as of the end of the period covered by this
report, the Company's principal executive officer and principal financial
officer concluded that, as of such date, the Company's disclosure controls and
procedures were effective.
Changes in Internal Controls
No change in the Company's internal control over financial reporting occurred
during the last fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
PART II: OTHER INFORMATION
--------------------------
ITEM 1: Legal Proceedings
None.
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3: Defaults upon Senior Securities
None.
ITEM 4: Submission of Matters to a vote of Securities Holders
None.
26
ITEM 5: Other Information
None.
ITEM 6: Exhibits
31.1 302 Certification (CEO)
31.2 302 Certification (Principal Financial Officer)
32.1 906 Certification (CEO)
32.2 906 Certification (Principal Financial Officer)
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SIGNATURES
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Pursuant to 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.
ONLINE VACATION CENTER
HOLDINGS CORP
By: /s/ Edward B. Rudner
---------------------------------------------
Edward B. Rudner, Principal Executive Officer
and Principal Financial Officer
DATED: November 13, 2006
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