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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31,JUNE 30, 1997
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from--------------------to--------------------from-------------------to--------------------
COMMISSION FILE NUMBER 0-25990
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INTRAV, INC.
(Exact name of registrant as specified in its charter)
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MISSOURI 43-1323155
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7711 BONHOMME AVENUE, ST. LOUIS, MISSOURI 63105
(Address of principal executive offices)
(314) 727-0500
(Registrant's telephone number, including area code)
NO CHANGES
(Former name, former address and former fiscal year, if changechanged since
last report)
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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 reports) and (2) has been subject to
such filing requirements for the past 90 days.
YES /X//x/ NO / /
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The Company had 5,136,6005,087,600 shares of common stock outstanding at April 30,July 31, 1997.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
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INTRAV, INC.
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)(In thousands, except earnings per share)
THREE MONTHS ENDED
MARCH 31,
-------------------------------------------------Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
1997 1996 1997 1996
---- ---- (UNAUDITED)---- ----
(Unaudited) (Unaudited)
Program revenues $ 27,17423,905 $ 31,39616,478 $ 51,079 $ 47,873
Cost of operations 22,023 25,368
-------------- ---------------18,892 13,127 40,915 38,496
---------- ---------- ---------- ----------
Gross profit 5,151 6,0285,013 3,351 10,164 9,377
Selling, general and administrative 3,747 3,8923,651 3,970 7,398 7,862
Depreciation and amortization 304338 448 -------------- ---------------642 895
---------- ---------- ---------- ----------
Operating income 1,100 1,688(loss) 1,024 (1,067) 2,124 620
Investment income 201 389248 395 450 784
Interest expense (64) (486)
-------------- ---------------(21) (494) (85) (978)
---------- ---------- ---------- ----------
Income (loss) before provision for income taxes 1,237 1,5911,251 (1,166) 2,489 426
Provision (credit) for income taxes 445 568
-------------- ---------------450 (415) 896 153
---------- ---------- ---------- ----------
Net income 792 1,023
============== ===============(loss) 801 (751) 1,593 273
========== ========== ========== ==========
Net income (loss) per common share $ 0.150.16 $ 0.19
============== ===============(0.14) $ 0.31 $ 0.05
========== ========== ========== ==========
Weighted average number of common shares
outstanding 5,152 5,285
============== ===============5,114 5,192 5,133 5,238
========== ========== ========== ==========
See notes to financial statements.
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INTRAV, INC.
BALANCE SHEETS
(IN THOUSANDS)
MARCH 31,JUNE 30, DECEMBER 31,
ASSETS 1997 1996
----------- --------------------- ------------
(UNAUDITED)
Current assets:
Cash and cash equivalents $ 6,79616,247 $ 6,670
Restricted cash 2,727687 1,917
Marketable securities - 776
Restricted marketable securities 4,7484,729 4,751
Prepaid program costs 6,34111,757 9,821
Prepaid expenses 1,0011,559 868
Other current assets 1,1251,085 1,520
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Total current assets 22,73836,064 26,323
Property and equipment - net 17,50019,701 17,569
Prepaid promotion costs 8,494and other assets 8,066 8,702
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Total $ 48,73263,831 $ 52,594
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,1372,674 $ 3,298
Accrued expenses 2,6323,789 3,897
Deferred revenue 28,07244,403 29,096
Income taxes payable 415766 616
Due to affiliate - 427
Deferred income taxes 2,402 2,404
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Total current liabilities 35,65854,034 39,738
Deferred compensation 1,0841,156 1,012
Deferred income taxes 5,063 5,063
Long-term debt 3,000- 3,000
Shareholders' equity:
Preferred stock, $.01 par value - authorized, 5,000,000
shares; issued and outstanding, none
Common stock, $.01 par value - authorized, 20,000,000
shares; issued and5,325,000 shares; outstanding, 5,151,6005,087,600
shares in 1997 and 5,151,600 shares in 1996 53 53
Additional paid-in capital 22,189 22,189
Retained earnings (16,907)(16,743) (17,055)
Unrealized loss on marketable securities (4) (2)
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5,331---------
5,495 5,185
Less cost of common stock in treasury, 173,400237,400
shares in 1997 and 173,400 in 1996 (1,404)(1,917) (1,404)
---------- --------------------
Total shareholders' equity 3,9273,578 3,781
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Total $ 48,73263,831 $ 52,594
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See notes to financial statements.
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INTRAV, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREESIX MONTHS ENDED
MARCH 31,JUNE 30,
-----------------------------------
1997 1996
---- ------------- ----------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7921,593 $ 1,023273
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 304 448
Amortization of bond premium - 18
Amortization of deferred financing costs - 5642 941
Gain on sale of marketable securities - (35)
Deferred income taxes (4) (350)(1,023)
Changes in assets and liabilities which provided (used) cash:
Restricted cash (810) 4301,230 837
Prepaid expenses and other assets 3,555 3,207(1,992) (8,128)
Other current assets 395 (464)435 (141)
Accounts payable and accrued expenses (2,426) (1,544)(732) (265)
Deferred revenue (1,024) (8,806)15,307 18,727
Deferred compensation 72 41144 82
Income taxes payable (201) 568
----------- ------------150 (275)
--------- ----------
Net cash provided by (used in) operating activities 653 (5,459)
----------- ------------16,773 10,993
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (235) (110)(2,773) (300)
Sales of marketable securities 779 6,540798 9,385
Purchases of marketable securities - (4,306)
----------- ------------(5,504)
--------- ----------
Net cash provided by (used in) investing activities 544 2,124
----------- ------------(1,975) 3,581
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (3,000) (351)
Dividends paid (644) (660)(1,281) (1,308)
Purchase of treasury stock - (716)(513) (1,404)
Net cash received from (paid to) Windsor, Inc. (427) -
----------- --------------------- ----------
Net cash provided by (used in)used in financing activities (1,071) (1,376)
----------- ------------(5,221) (3,063)
--------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 126 (4,711)9,577 11,511
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,670 12,178
----------- --------------------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6,79616,247 $ 7,467
=========== ============23,689
========= ==========
See notes to financial statements.
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INTRAV, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
DESCRIPTION OF BUSINESS
Intrav, Inc. (the "Company") is a leading designer, organizer, marketer and
operator of deluxe, escorted, international travel programs. The Company's
programs are designed to appeal to higher income individuals desiring
first-class travel experiences. The Company markets substantially all of its
programs via direct mail through sponsoring "affinity groups", or directly to
the ultimate traveler.
On December 31, 1996, INTRAV acquired all the outstanding common stock of
Clipper Cruise Line from Windsor, Inc., a company controlled by Barney A.
Ebsworth, INTRAV's Chairman of the Board and majority stockholder. Due to
the common ownership and control of Mr. Ebsworth over both INTRAV and
Clipper, the acquisition was accounted for in a manner similar to a
pooling-of-interests method and, accordingly, all financial data has been
restated to include the accounts and results of operations of Clipper for all
periods presented.
Clipper is a leading designer, organizer, marketer and operator of deluxe,
escorted, domestic and
international travelsmall ship adventure cruises. SimilarContrary to INTRAV, Clipper's
programs are primarily marketed through U.S. tour operators and retail travel
agents. A small part of its programs are designed to appeal to higher-income individuals desiring
first-class travel experiences and are primarily marketed through sponsoring
"affinity groups," or directly. Similar to the ultimate traveler.INTRAV, Clipper's programs appeal to
higher-income, well educated travelers desiring first class travel
experiences with educational substance. Clipper's travelers cruise primarily
on its two cruise ships, the M/V Yorktown Clipper and the M/V Nantucket
Clipper.
The unaudited financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. However, in the opinion of management of the Company, the
financial statements include all adjustments, which consist of normal
recurring accruals, necessary to present fairly the financial information for
such periods. These financial statements should be read in conjunction with
the audited financial statements for the year ended December 31, 1996
contained in the Company's Annual Report on Form 10-K, dated March 28, 1997,
as filed with the Securities and Exchange Commission.
DIVIDEND DECLARATION
On MayAugust 1, 1997, the Company declared a dividend of $0.125 per share, for
shareholders of record on May 30,August 29, 1997, to be paid on June 16, 1997September 15, 1997.
STOCK REPURCHASE PROGRAM/STOCK OPTION GRANTPROGRAM
In January 1996, the Board of Directors approved a Stock Repurchase Program
whereby the Company intends to purchase up to 300,000 shares of common stock
over an unspecified period of time as market conditions allow. Such
repurchased shares may be used to fund the Company's stock option plan. As
of March 31,June 30, 1997, the Company had purchased 173,400237,400 shares. On March 19,
1997, the Company granted options to purchase 200,000 shares to the Company's
President and Chief Executive Officer.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
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GENERAL
The Company recognizes the revenues and related costs of operations upon the
completion of each tour departure. The actual results reflect the timing of
the completion of such tour departures. Because of the timing of recognition
of revenues and related costs, quarterly comparisons from year-to-year may
not be indicative of the Company's level of business activity for the
compared quarters or be indicative for the results of operations for the
year.
The Company's business tends to be seasonal, with higher activity generally
occurring in the summer, early fall, and winter months.
Program revenues include revenues from the sale of base travel programs, as
well as optional products and services, including sightseeing, program
extensions, domestic airfare, and medical and educational seminars.
Cost of operations include the costs of airfare, ship, hotel and other
accommodations and services included in the base programs and optional
products and services. Also included are the costs of creating and
distributing promotional materials and promotional expenses for each program.
PROGRAM REVENUES
Program revenues for the three months ended March 31,June 30, 1997 compared to 1996,
decreased $4.2increased $7.4 million, or 13.4%45.1%, from $31.4$16.5 million in 1996 to $27.2$23.9 million
in 1997. This decreaseincrease was due to 1,339 fewer569 additional travelers, representing a
16.4%13.5% decrease, from 8,1774,208 travelers in 1996 to 6,8384,777 travelers in 1997. The
decreaseincrease in travelers was primarily attributable to the scheduled operation
of more second quarter tour departures of European cruise programs in 1997
compared to 1996. The average revenue per traveler also increased $1,088, of
27.8%, from $3,916 in 1996 to $5,004 in 1997, resulting from the operation of
the Circle Pacific South program which sold for $30,800 per traveler, and
increased per traveler revenue from the Clipper Cruise Line operation.
Program revenues for the six months ended June 30, 1997 compared to 1996,
increased $3.2 million, of 6.7%, from $47.9 million in 1996 to $51.1 million
in 1997. This increase was due to the $533 increase in average revenue per
traveler, from $3,865 in 1996 to $4,398 in 1997. This increase was partially
offset by 770 fewer travelers, representing a 6.2% decrease, from 12,385 in
1996 to 11,615 in 1997, due to the reduced numberlevel of travelers participating
on the Trans Panama Canal program which operated in the first quarter of 1997
compared to 1996. This decrease was partially offset by a $134 increase in the average
revenue per traveler, or 3.5%, from $3,840 in 1996 to $3,974 in 1997.
COST OF OPERATIONS
Cost of operations for the three months ended March 31,June 30, 1997 compared to 1996,
decreased $3.4increased $5.8 million, or 13.4%43.9%, from $25.4$13.1 million in 1996 to $22.0$18.9 million
in 1997. This decreaseincrease reflects the decreasedincreased level of program costs
resulting from feweradditional travelers. The average cost per traveler increased
$118$835 per traveler, from $3,103$3,120 in 1996 to $3,221$3,955 in 1997. Costs1997, primarily due to
the operation of the Circle Pacific South program. Cost of operations
increaseddecreased as a percentage of program revenues from 80.8%79.7% in 1996 to 81.0%79.0% in
1997 due to reduced program revenues and a constant level of promotional
expenses associated with the programs operating in the first quarter of 1997
compared to 1996.
GROSS PROFIT
Gross profit for the three months ended March 31, 1997 compared to 1996,
decreased $0.8 million or 14.5%, from $6.0 million in 1996 to $5.2 million in
1997, as a result of decreased revenues and higher relative costs of
operations in 1997. Gross profit decreased as a percentage of revenues from
19.2% in 1996 to 19.0% in 1997, primarily due to the reduced level of program
revenues and a constant level of promotional expenses associated with the
programs operating in the first quarter of 1997 compared to 1996.
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Cost of operations for the six months ended June 30, 1997 compared to 1996,
increased $2.4 million, or 6.3%, from $38.5 million in 1996 to $40.9 million
in 1997. The increase reflects the operation of higher priced programs,
including the Circle Pacific South program, and is partially offset by the
decrease in travelers. The average cost per traveler increased $415, from
$3,108 in 1996 to $3,523 in 1997. Cost of operations decreased as a
percentage of revenues from 80.4% in 1996 to 80.1% in 1997.
GROSS PROFIT
Gross profit for the three months ended June 30, 1997 compared to 1996,
increased $1.7 million, or 49.6%, from $3.3 million in 1996 to $5.0 million
in 1997, as a result of increased program revenues and lower relative
operating costs in 1997. Gross profit increased as a percentage of program
revenues from 20.3% in 1996 to 21.0% in 1997.
Gross profit for the six months ended June 30, 1997 compared to 1996,
increased $0.8 million, or 8.4%, from $9.4 million in 1996 to $10.2 million
in 1997, as a result of increased program revenues and lower relative direct
operating costs in 1997. Gross profit as a percentage of program revenues
increased from 19.6% in 1996 to 19.9% in 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSESsEXPENSES
Selling, general, and administrative expenses for the three months ended March
31,June
30, 1997 compared to 1996, decreased $0.2$0.3 million, or 3.7%8.0%, from $3.9$4.0 million
in 1996 to $3.7 million in 1997. This decrease was primarily due to lower
incentive compensation and credit card transaction fees and office operating expenses.fees. Selling, general and
administrative expenses increaseddecreased as a percentage of program revenues from
12.4%24.1% in 1996 to 13.8%15.3% in 1997 due to the decreasereduced level of expenses and the
increase in program revenues.
Selling, general, and administrative expenses for the six months ended June
30, 1997 compared to 1996, decreased $0.5 million, or 5.9%, from $7.9 million
in 1996 to $7.4 million in 1997. Selling, general, and administrative
expenses decreased as a percentage of program revenues from 16.4% in 1996 to
14.5% in 1997.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization, primarily relating to the cruise ships and
internally developed software, for the three months ended March 31,June 30, 1997
compared to 1996, decreased $140,000,$110,000, or 31.3%24.6%, from $448,000 in 1996 to
$304,000.$338,000 in 1997. Depreciation and amortization decreased as a precentagepercentage of
program revenues from 1.4%2.7% in 1996 to 1.1%1.4% in 1997.
Depreciation and amortization for the six months ended June 30, 1997 compared
to 1996, decreased $253,000, or 28.3%, from $895,000 in 1996 to $642,000 in
1997. This decrease was primarily due to the reduced depreciation resulting
from the extension of the anticipated useful lives of the Clipper Cruise Line
ships. Depreciation and amortization decreased as a percentage of program
revenues from 1.9% in 1996 to 1.3% in 1997.
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INVESTMENT INCOME
Investment income for the three months ended March 31,June 30, 1997 compared to 1996,
decreased $188,000$147,000 from $389,000$395,000 in 1996 to $201,000$248,000 in 1997. This decrease
was due to a lower level of investable cash resulting from the acquisition of
Clipper Cruise Line on December 31, 1996. The average monthly balance of
cash and marketable securities during the firstsecond quarter decreased from $25.6$29.5
million in 1996 to $12.5$16.3 million in 1997.
Investment income for the six months ended June 30, 1997 compared to 1996,
decreased $334,000, from $784,000 in 1996 to $450,000 in 1997, due to the
reduced level of investable cash and marketable securities referred to above.
INTEREST EXPENSE
Interest expense, consisting of amounts paid for draws made on the Company's
$10.0 million revolving credit facility, totaled $64,000$21,000 for the three months
ended March 31,June 30, 1997. The 1996 amount totaled $486,000,$494,000, and represented
amounts paid on the U.S. Government Financing Bonds, relating to the cruise
ships and the outstanding loan balance owed to Windsor, Inc.
Interest expense for the six months ended June 30, 1997 totaled $85,000.
During the second quarter, the Company paid off all outstanding draws on the
revolving credit facility. The 1996 amount totaled $978,000 on the
borrowings referred to above.
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to fund its operations, capital expenditures, dividend
payments and treasury stock purchases through cash flows generated from
operations and from retained earnings.
Net cash provided by (used in) operating activities for the threesix months ended March 31,June 30,
1997 and 1996, was $653,000$16.8 million and $(5.5)$11.0 million, respectively. The Company
recognizes program revenues as income upon the completion of each tour
departure. Deferred revenue balances consist of amounts received from
travelers for tour departures which have not been completed. Of the $28.1$44.4
million of deferred revenue at March 31,June 30, 1997, approximately $18.9$28.4 million, or
67.4%64.0%, relates to tour departures which will be completed by JuneSeptember 30,
1997. The balance of the deferred revenue, $9.2 million, relates to deposits
and payments for tour departures which will be completed after March 31,
1997.
The Company paid cash dividends of $644,000$1,281,000 and purchased 64,000 shares of
its common stock from the open market during the threesix months ended March 31,June 30,
1997.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Not applicable.
(b) Reports on Form 8-K. The Company filed Form 8-K on January 14, 1997,
announcing the Company completed the acquisition of Clipper Cruise Line
on December 31, 1996. The Company also filed Form 8-K/A on March 14,
1997, which included the financial statements of the acquired companies
and the restated financial statements of the consolidated Company.None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registration has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTRAV, INC.
(Registrant)
Date: May 1,August 6, 1997 /s/ Michael A. DiRaimondo
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Michael A. DiRaimondo
Senior Vice President and Chief Financial Officer
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