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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
COMMISSION FILE NUMBER 33-4734-D
---------
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
(Exact name of registrant as specified in charter)
OREGON 93-0950786
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
211 EAST 7TH STREET, 10TH FLOOR, AUSTIN, TEXAS 78701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 391-2000
-------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 31, 2000, the Company
had outstanding 3,056,883 shares of its common stock, par value $0.0001.
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GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
UNAUDITED AUDITED
SEPTEMBER 30, DECEMBER 31,
2000 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,594,312 $ 273,189
Available for sale securities 324,110 1,123,037
Cash-restricted 221,500 221,500
Accounts receivable, net of allowance for
doubtful accounts of $29,108 and $29,108 in 2000 and 1999 2,303,236 563,755
Due from affiliate, net of allowance for
doubtful accounts of $248,223 and $163,130 in 2000 and 1999 -- 128,405
Accrued investment income 24,393 5,206
Other prepaid expenses 206,287 43,833
Rooms/cabins held for sale, net of allowance for unsaleable
inventory of $346,849 in 2000 and $0 in 1999 3,542,789 2,425,525
Prepaid hotel cost 297,702 47,576
Prepaid cruise and tour cost 224,939 92,835
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Total Current Assets 9,739,268 4,924,861
PROPERTY AND EQUIPMENT, AT COST, NET OF
Accumulated depreciation 1,724,114 1,240,418
OTHER ASSETS
Other assets 114,339 11,680
Intangible assets, net of accumulated amortization 1,105,369 615,687
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TOTAL ASSETS $ 12,683,090 $ 6,792,647
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,414,023 $ 532,595
Other current liabilities 201,918 125,224
Current portion of long-term debt 823,000 783,675
Deferred hotel revenue 2,258,613 445,808
Deferred cruise and tour revenue 213,864 102,774
Deferred subscription revenue 13,112 13,112
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Total Current Liabilities 6,924,530 2,003,188
OTHER LIABILITIES
Long-term debt 4,025,476 1,852,634
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Total Other Liabilities 4,025,476 1,852,634
STOCKHOLDERS' (DEFICIT)
Preferred stock, no par value; authorized
10,000,000 shares; none issued and outstanding
Common stock $.0001 par value; authorized
30,000,000 shares; issued and outstanding
3,056,883 shares in 2000 and 3,024,883
in 1999, respectively 305 302
Additional paid-in capital 6,701,671 6,610,474
Accumulated deficit (4,968,892) (3,673,951)
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Total Stockholders' Equity 1,733,084 2,936,825
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,683,090 $ 6,792,647
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements
2
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GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
UNAUDITED
THREE MONTHS ENDED
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SEPTEMBER 30, SEPTEMBER 30,
2000 1999
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<S> <C> <C>
REVENUES
Travel revenue $ 9,555,711 $ 7,227,424
Publishing revenue 788,568 675,609
Investment income (5,491) 40,066
Other revenue 80,608 10,250
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TOTAL REVENUE 10,419,396 7,953,349
COST OF SALES
Travel cost 8,357,039 5,893,082
Publishing cost 751,591 462,962
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TOTAL COST OF SALES 9,108,630 6,356,044
GROSS PROFIT 1,310,766 1,597,305
OPERATING EXPENSES
Selling, general & administrative expense 1,613,875 970,098
Salaries 1,118,848 464,208
Depreciation and amortization 101,791 49,497
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TOTAL OPERATING EXPENSES 2,834,514 1,483,802
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NET INCOME/(LOSS) BEFORE INCOME TAX (1,523,748) 113,503
INCOME TAX EXPENSE -- --
------------- -------------
NET INCOME/(LOSS) $ (1,523,748) $ 113,503
============= =============
Average Common Equivalent Shares
Basic
3,056,883 3,024,883
Diluted
3,056,883 3,024,883
Net Income/(Loss) per common share
Basic $ (0.50) $ 0.04
============= =============
Diluted $ (0.50) $ 0.04
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
3
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GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
UNAUDITED
NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
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<S> <C> <C>
REVENUES
Travel revenue $ 26,242,004 $ 19,309,902
Publishing revenue 3,121,638 1,771,239
Investment income 25,349 122,682
Other revenue 152,300 24,520
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TOTAL REVENUE 29,541,291 21,228,343
COST OF SALES
Travel cost 21,685,611 15,854,318
Publishing cost 2,212,893 1,177,113
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TOTAL COST OF SALES 23,898,504 17,031,431
GROSS PROFIT 5,642,787 4,196,912
OPERATING EXPENSES
Selling, general & administrative expense 3,692,735 2,583,772
Salaries 2,967,900 1,226,130
Depreciation and amortization 277,093 136,916
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TOTAL OPERATING EXPENSES 6,937,728 3,946,819
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NET INCOME/(LOSS) BEFORE INCOME TAX (1,294,941) 250,093
INCOME TAX EXPENSE -- --
------------- -------------
NET INCOME/(LOSS) $ (1,294,941) $ 250,093
============= =============
Average Common Equivalent Shares
Basic
3,056,883 3,024,883
Diluted
3,056,883 3,024,883
Net Income/(Loss) per common share
Basic $ (0.42) $ 0.08
============= =============
Diluted $ (0.42) $ 0.08
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
4
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GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
UNAUDITED
NINE MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME/(LOSS) $ (1,294,941) $ 250,093
Adjustments to reconcile net income/loss to cash provided
by operating activities:
Depreciation and amortization 277,093 136,916
Changes in operating assets and liabilities:
Cash-restricted -- (34,500)
Accounts receivable (1,739,481) (204,235)
Receivable from affiliates 128,405 (38,061)
Accrued investment income (19,187) 3,825
Rooms/cabins held for sale (1,117,264) (985,857)
Prepaid expenses (162,454) 71,539
Prepaid hotel cost (250,126) (30,314)
Prepaid cruise and tour cost (132,104) (119,377)
Other assets (102,659) --
Accounts payable 2,881,426 (245,016)
Other current liabilities 76,694 163,797
Short term debt 39,325 (66,920)
Deferred hotel revenue 1,812,805 (137,865)
Deferred cruise and tour revenue 111,090 131,828
Deferred subscription revenue -- (16,330)
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Net cash provided (used) by operating activities 508,622 (1,120,476)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable short-term investments 823,608 764,601
Investment in intangible assets (567,974)
Purchase of property and equipment (707,176) (312,346)
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Net cash provided (used) by investing activities (451,542) 452,255
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 91,200 --
Proceeds from long term debt 2,172,842 1,050,000
Repayments of notes payable -- --
------------- -------------
Net cash provided (used) by financing activities 2,264,042 1,050,000
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Net increase (decrease) in cash 2,321,123 381,779
Cash at beginning of period 273,189 236,452
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Cash at end of period $ 2,594,312 $ 618,231
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
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GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
1. GENERAL
The accompanying unaudited financial statements have been prepared in conformity
with the accounting principles stated in the audited financial statements for
the year ended December 31, 1999 and reflect all adjustments which are, in the
opinion of management, necessary for a fair statement of the financial position
as of September 30, 2000 and the results of operations for the periods
presented. These statements have not been audited or reviewed by the Company's
independent certified public accountants. The operating results for the interim
periods are not necessarily indicative of results for the full fiscal year.
The notes to consolidated financial statements appearing in the Company's Annual
Report on form 10-KSB for the year ended December 31, 1999 filed with the
Securities & Exchange Commission should be read in conjunction with this
Quarterly Report on Form 10-QSB. Except as provided in Note 2, there have been
no significant changes in the information in those notes other than from normal
business activities of the Company.
2. RECEIVABLE FROM AFFILIATE
The Company has a receivable from an affiliate in the amount of $248,223. The
receivable is secured by approximately 120,000 shares of common stock in a
company which is traded over the counter. At December 31, 1999 the Company had
recorded an allowance of $163,130 against this receivable. With the continuing
decline in the value of the security, in the third quarter, the Company
increased the allowance to $248,223, the full amount of the receivable.
3. ROOMS/CABINS HELD FOR SALE
As an integral part of its business, the Company publishes magazines directed to
niche markets. In lieu of cash for advertising in these magazines, the Company
receives a substantial number of room or person night credits that it holds for
resale to its customers in the ordinary course of business. Beginning with the
second quarter 2000 the Company began providing for an allowance for unsaleable
rooms. The addition to this allowance in the third quarter was $248,223. The
increase in the allowance was recorded as a reduction of advertising revenue in
the third quarter. If the allowance had not been increased, advertising revenue
for the third quarter would have been $ 1,094,236.
4. PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of Grand Adventures
Tour & Travel Publishing Corporation and its subsidiaries which are Grand
Adventures Tour & Travel (UK) Limited, Lawson Interline Travel Limited and
Lawson Travel Sales Limited. All significant intercompany transactions have been
eliminated in the preparation of the accompanying financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The financial information set forth in the following discussion should be read
in conjunction with, and qualified in its entirety by, the financial statements
of the Company included elsewhere herein.
GENERAL
In the quarter ended September 30, 2000, the Company's activities focused on
addressing issues related to a software failure, as more fully discussed in the
second quarter 10QSB, the integration of the Lawson acquisition and
implementation of the new customer relationship management software and related
systems.
A summary of the significant third quarter developments includes the following:
o As more fully explained in the Company's 10QSB filed for the second
quarter, on June 30, 2000 the Company filed suit against a software
vendor in Travis County, Texas. The suit, which alleges that the
software failed to perform as represented and caused significant
damages, was transferred to U.S. District Court. At the time of the
filing of this 10QSB, the parties to the suit are engaged in the
discovery process. A trial date has not yet been set.
o Company personnel continued to expend significant efforts to the
recovery from the software failure. The efforts included contacting
hotels to verify travel; processing refunds to passengers whose
reservations were not confirmed by the software; reconciliations of
balances with hotels and cruise lines; reprocessing of credit cards for
passenger payments, and public relations initiatives to maintain the
Company's client base.
o Effective August 1, 2000, subject to regulatory approval, the Company
completed the acquisition of the assets and business of Lawson
International Travel Services (Lawson) of London, England. The Company
received final regulatory approval for the purchase on September 27,
2000. Therefore, the accompanying financial statements include the
operations of Lawson for the months of August and September.
The principal terms of the purchase are:
(a) Payment in cash at closing of approximately $600,000 to Lawson.
(b) Issuance of 32,000 shares of the Company's common stock to Lawson.
(c) Execution of an ongoing consulting agreement with Lawson for 60
months at a minimum of $14,600 per month and a maximum of $24,000
per month. The monthly consulting fee will be determined by the
parties every six months.
(d) A grant of an option to Lawson to purchase an additional 32,000
shares of the Company's common stock at $5.00 per share for five
years.
Lawson was acquired through a newly formed, wholly-owned English
corporation known as Grand Adventures Tour & Travel (UK) Limited. Due
to regulatory and tax considerations, the acquired assets and business
are owned by two newly-formed subsidiary corporations: Lawson Interline
Travel Limited and Lawson Travel Sales Limited. The Company will
operate throughout Europe under the trade name of "Lawson International
Holidays".
The Company plans to develop the British and European markets by adding
the sale of cruises and expanding the offering of hotel and resort
products. To this end, the Company launched the "European Marketing
Plan" in September and will begin distributing promotional material to
locations throughout Europe in November 2000. The European Marketing
Plan will follow the Company's established business model of exchanging
advertising for rooms/cabins in properties and cruise ships owned by
the advertisers. In addition, the acquisition will provide an
additional market for sale of the rooms/cabins that the Company
receives in exchange for advertising in its North American
publications. In order to facilitate the anticipated increased sales
volume, the Company will be making a substantial investment in
computers, telephone systems and software prior to the end of the year.
Lawson is the largest interline travel sales company in Europe with
approximately $12 million in hotel and resort sales in 1999.
o On July 7, 2000, the Company announced that it had selected Siebel
Software as its customer relationship management software solution. In
September, the Company executed a development agreement with Adjoined
Technologies, Inc. of Miami, Florida for the services related to the
customization and implementation of the Siebel Software for use as the
Company's travel booking and customer relationship management
operations. The use of the Siebel Software will also facilitate the
Company's development of its eCommerce applications and the direct
booking of travel from the
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Company's web sites. Management projects that the Company will begin
using the Siebel Software in early 2001 and that it will have on-line
booking capability by the second quarter of 2001.
o In two separate $1,000,000 transactions during the third quarter the
Company issued $2,000,000 in convertible debentures to Renaissance
Capital of Dallas, Texas. Both issues provide for the quarterly payment
of interest at 8% per annum, are due in four years and are convertible
by the holder into the Company's common stock. The first issue, in
July, has a conversion ratio of one share for each $3.10 of debenture
or a total of 322,580 shares. The second issue, in September, has a
conversion ratio of one share for each $3.00 of debenture or a total of
333,333 shares.
o During the third quarter, the Company continued to experience
significant increases in phone call volume, web site transactions and
advertising contracts. As a result, the Company added new personnel
primarily in the reservations and advertising areas in order to
accommodate this increase in business. At September 30, 2000 the
Company had 169 full-time employees - 127 in the United States and 42
in London.
o New travel bookings (either paid in full or under deposit) were
approximately $7.3 million in the third quarter of 2000 and new
advertising contracts for the Company's publications were approximately
$1.0 million. The Company requires a deposit at the time of booking
with full payment due before travel. Most of the advertising contracts
are twelve-month commitments and therefore are recognized into income
over the contract period. Expenses associated with generating these
bookings and advertising contracts were expensed as incurred.
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
Total current assets increased $2.6 million during the quarter to $9.7 million
and current liabilities increased approximately $3.2 million to $6.9 million.
The primary cause for the increase in current assets and current liabilities is
related to the acquisition of Lawson International Holidays. A secondary cause
of the change in financial condition is the rollout and recall of software as
discussed in the previous sections of this 10QSB and the 10QSB for the second
quarter 2000.
Total cash and investment securities, net of related short term borrowings,
increased approximately $2.1 million during the current quarter. The restricted
cash balance of $221 thousand represents a portion of the Company's certificates
of deposit pledged as a reserve for charge backs against the Company's
Visa/MasterCard credit card processing and also pledged against various letters
of credit to hotel/cruise vendors. The letters of credit serve as security for
the vendors to allow the Company to make last minute bookings with these vendors
without having to pay in advance of travel. None of these letters of credit have
been drawn on to date.
Accounts receivable balances are comprised of cash advertising revenue due from
vendors that advertised in the Company's Publications, commissions due from
cruise lines and hotels, as well as receivables from passengers who traveled
prior to September 30, 2000.
The balance due from affiliates is secured by a short-term promissory note
collateralized by shares in a publicly traded company. The agreement calls for
the shares to be sold on the open market over time with the proceeds being used
to pay off the balance due the Company. Due to the decline in the market price
of the shares, the Company increased the allowance for doubtful accounts related
to this item to the full face amount of the receivable.
RESULTS OF OPERATIONS
Overall Operating Results
The Company had net loss for the quarter ended September 30, 2000 of $1.524
million, as compared to net income of $114 thousand for the comparable prior
year quarter. Management believes that, in large part, this loss was due to the
software failure in the second quarter.
Revenue
Gross revenue for the quarter ended September 30, 2000, including approximately
$1.8 million attributable to European operations, increased $2.4 million, or 31%
over the comparable 1999 quarter levels. Travel sales increased $2.3 million, or
32%, over the third quarter 1999. In addition, advertising and subscription
revenues increased $113,000, or 17%, over this same time frame. A substantial
number of these advertising contracts call for the Company to receive a number
of room or person nights credits in lieu of cash payment. Management anticipates
that both travel and advertising sales will continue to grow with the aid of a
stronger distribution network for its publications and a consistent and
increased publishing schedule. Management also believes that the revenues from
the publishing and travel portions of its business are integrally tied to one
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another - improved hotel sales, for example, facilitate sales of advertising to
hotels and increased hotel advertising improves the likelihood of sales of rooms
within the hotels that advertise.
The Company sells advertising over a given number of issues and advertising
revenues are recognized as the applicable publications are printed and
distributed. In the case of annual advertising contracts, revenue is recognized
pro-rata over the term of the contract.
As discussed in the preceding sections, the Company experienced a software
failure in the second quarter. Management believes that some reservations were
lost in the software failure and that some funds may be recoverable from
passengers in the future. Any such recoveries will be reflected in income at the
time of the recovery.
Cost of Goods Sold
The gross margin for travel sales for the quarter ended September 30, 2000 was
12.5% which represents approximately a 6 point decrease relative to the 1999
third quarter margin of 18.5%. Margins for travel sales can fluctuate depending
on a number of factors relative to the products being sold including, but not
limited to, competition, location, and availability of supply. In the third
quarter, two factors operated to reduce the Company's margins, as follows:
a. Cruise prices were very low. Since the Company's commission is based on
the selling price of the cruise only without regard to taxes and port
charges, which stay constant regardless of the overall cruise rate, as
selling prices decline not only does the Company's commission decrease,
the rate of commission also decreases. Management anticipates that
cruise prices will increase in the first quarter 2001.
b. Two factors caused the Company's hotel margins to be lower than in
previous quarters. First, as part of its effort to regain market share
following its software problems, the Company conducted a sale on
certain hotels and resorts. Second, historically the third quarter is a
lower margin quarter than the first and second quarters.
Publishing margin for the current quarter was a positive 4.6% as compared to a
positive 31% for the prior year quarter. The reduction in margins in the third
quarter was caused by the increase of an allowance for unsaleable rooms and
cabins. This additional allowance reduced advertising revenue in the third
quarter by $305,000.
Operating Expenses
Operating expenses for the current quarter, including expenses attributable to
European operations, increased 66% over the prior year quarter. The primary
increases in expenses relate to increased staffing at both the support and
reservation personnel levels. Over the past eighteen months the Company added
reservation, sales, marketing, accounting, and information services personnel in
order to service both the increase in telephone and web site inquiries.
With the anticipated increase in sales, the Company believes that the following
types of operating expenses will vary with travel sales and generally increase
as travel sales increase: reservation personnel costs, credit card fees,
telephone, and postage and delivery expenses. The actual levels of these
expenses will be a function of numerous factors including but not limited to the
experience, closing capabilities, and product knowledge of the reservation
staff.
NEW ACCOUNTING PRONOUNCEMENTS
FASB Statement 131 presents new standards for disclosures about segment
reporting. The Company does not believe that this accounting standard applies to
the Company as all operations of the Company are integrated for financial
reporting and decision making purposes.
In January 2000, the Financial Accounting Standards Board, Emerging Issues Task
Force, issued EITF 99-17, "Accounting for Barter Advertising Transactions". EITF
99-17 is effective for transactions occurring after January 20, 2000. This
pronouncement requires that revenues and expenses should be recognized from
advertising barter transactions at the fair value of the advertising surrendered
or received only when an entity has a historical practice of receiving or paying
cash for similar advertising transactions. Management does not believe that EITF
99-17 applies to the Company.
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INFLATION
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future because of the short time frame between reservation
bookings and the dates of travel. This situation is not expected to change as a
result of the Lawson acquisition.
FOREIGN CURRENCY RISK
The Company has entered into contracts with certain hotels/resorts located
primarily in Europe which stipulate conversion of U.S. dollars into different
foreign currencies at time of travel. The Company is currently evaluating its
foreign currency risk in regard to these contracts. To date, the amount of
Company sales of these properties has been immaterial to the Company's financial
operations and the Company has not experienced any erosion of margins on sales
of these properties due to currency conversion rates. There can be no assurance
given that foreign currency risk will not have a material adverse affect on
future foreign travel sales.
The Company's acquisition of Lawson is denominated in British Pounds Sterling.
As such, the Company is exposed to the rate associated with the fluctuation of
the U.S. Dollar relative to the British Pound.
Following the Lawson acquisition, the Company will be exposed to additional
foreign currency risk due to expanded offerings in Europe and the Middle East.
The Company has arranged a forward purchase facility with National Westminster
Bank of London to minimize the effects of this currency risk.
FORWARD-LOOKING INFORMATION
From time to time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by the Company with the Securities and Exchange Commission.
Words or phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The Company
wishes to ensure that such statements are accompanied by meaningful cautionary
statements, so as to maximize to the fullest extent possible the protections of
the safe harbor established in the Reform Act. Accordingly, such statements are
qualified in their entirety by reference to and are accompanied by the following
discussion of certain important factors that could cause actual results to
differ materially from such forward-looking statements.
Management is currently unaware of any trends or conditions other than those
previously mentioned in this management's discussion and analysis that could
have a material adverse effect on the Company's consolidated financial position,
future results of operations, or liquidity. However, investors should also be
aware of factors that could have a negative impact on the Company's prospects
and the consistency of progress in the areas of revenue generation, liquidity,
and generation of capital resources. These include: (i) variations in the mix of
hotel, cruise, and magazine revenues, (ii) possible inability to attract
investors for its equity securities or otherwise raise adequate funds from any
source should the Company seek to do so, (iii) increased governmental
regulation, (iv) increased competition, (v) unfavorable outcomes to litigation
involving the Company or to which the Company may become a party in the future
and, (vi) a very competitive and rapidly changing operating environment.
Furthermore, reference is also made to other sections of this report that
include factors that could adversely impact the Company's business and financial
performance.
The risks identified here are not all inclusive. New risk factors emerge from
time to time and it is not possible for Management to predict all of such risk
factors, nor can it assess the impact of all such risk factors on the Company's
business or the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.
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PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a. The annual Shareholders' meeting was held at the Company's corporate
offices in Austin, Texas on June 5, 2000. The number of qualified
shareholder votes attending the meeting either in person or by proxy
totaled 2,678,601 shares. The total outstanding number of common shares of
the Company as of April 21, 2000, the date of record for the Shareholder
meeting totaled 3,024,884 shares. Therefore, a quorum was present.
b. The Shareholders elected the following individuals to the Board of
Directors to serve until the next annual meeting:
Matthew O'Hayer, Chairman of the Board
Robert Sandner, Director
Robert G. Rader, Director
Duane K. Boyd, Director
Mr. O'Hayer received 2,675,601 votes for, 0 votes abstaining, and 3,000
votes against
Mr. Sandner received 2,675,601 votes for, 0 votes abstaining, and 3,000
votes against
Mr. Rader received 2,675,601 votes for, 0 votes abstaining, and 3,000
votes against
Mr. Boyd received 2,675,601 votes for, 0 votes abstaining, and 3,000
votes against
c. The Shareholders voted to increase the number of shares authorized by the
Company's Qualified Stock Option Plan to 720,000 from 450,000. The vote was
1,665,953 in favor, 85,769 opposed and 10,222 abstaining.
d. The Shareholders voted to reincorporate the Company in the State of
Delaware. The vote was 1,738,421 in favor, 18,300 opposed and 2,623
abstaining.
There being no further business, the Shareholder meeting was adjourned.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
b. Reports on Form 8-K
During the quarter, the Company filed a report on Form 8-K as follows:
1. On August 11, 2000 the Company filed an 8-K regarding the completion
of the Lawson acquisition and the issuance of convertible debt to
Renaissance Capital of Dallas, Texas.
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<PAGE> 12
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) Grand Adventures Tour & Travel
Publishing Corporation
By /s/ Joseph S. Juba
--------------------------
Joseph S. Juba, President/
Chief Operating Officer
Date November 21, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ Robert R. Roe
-----------------
Robert R. Roe, Chief Financial Officer/Vice President
Date November 21, 2000
By /s/ Matthew O'Hayer
-------------------
Matthew O'Hayer, Chairman of the Board and Chief
Executive Officer
Date November 21, 2000
By /s/ Robert Sandner
------------------
Robert Sandner, Director
Date November 21, 2000
By /s/ Robert Rader
----------------
Robert Rader, Director
Date November 21, 2000
By /s/ Duane K. Boyd
-----------------
Duane K. Boyd, Director
Date November 21, 2000
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
