1
Exhibit 13
INTRAV
1996
Annual Report
2
Five-Year Financial Summary
(Amounts in thousands except share and traveler data)
Year Ended December 31,
--------------------------------------------------------
1996 1995 1994 1993 1992<F*>
INCOME STATEMENT DATA:
Program revenues $126,081 $114,845 $108,876 $ 85,900 $ 98,318
Cost of operations 101,651 91,035 83,934 69,712 79,631
--------------------------------------------------------
Gross profit 24,430 23,810 24,942 16,188 18,687
Operating income 5,657 6,888 7,502 2,132 3,886
Net income (loss) 3,165 4,147 4,379 (2) 1,043
Net income per common share<F**> 0.61 0.80 0.88 - 0.21
Dividends per common share<F**> 0.60 0.25 0.90 - -
OPERATING DATA:
Number of travelers 27,334 24,569 22,826 19,354 21,390
Average revenue per traveler $ 4,613 $ 4,674 $ 4,770 $ 4,438 $ 4,596
Average gross profit per traveler 894 969 1,093 836 874
BALANCE SHEET DATA:
Cash, cash equivalents and
marketable securities $ 14,114 $ 31,224 $ 28,180 $ 18,932 $ 16,039
Total current assets 26,323 41,495 37,280 29,887 27,036
Total assets 52,594 68,966 62,285 57,711 54,582
Total current liabilities 39,738 47,730 46,557 33,466 29,689
Total long-term debt 3,000 10,317 11,019 11,731 12,443
Shareholders' equity (deficit) 3,781 4,970 (265) (389) (424)
<FN>
<F*> Operations conducted as a division of Windsor through September 30,1992.
<F**> Per share data is calculated using 5,195,000 shares outstanding for
1996; 5,200,000 shares outstanding for 1995; and 5,000,000 shares
outstanding for years 1994 and 1993.
3
1996 was a significant year for our company. Revenues from INTRAV
program operations reached $99.5 million, a record in the company's 38-year
history. The increase was due to 2,304 more travelers participating on INTRAV
programs in 1996. This is an increase of 14.2%, from 16,192 in 1995 to 18,496
in 1996.
[PHOTO]
This increase was partially offset by a decrease in the average revenue
per traveler, from $5,495 in 1995 to $5,388 in 1996. INTRAV also experienced
an increase of 14.1% in the cost of operations, from $73.9 million in 1995 to
$84.3 million in 1996. This increase was due to the growth in sales level,
higher costs of promoting programs, and higher relative costs associated with
the operation of certain cruise programs.
Gross profit as a percentage of program revenue decreased from 16.9% in
1995 to 15.4% in 1996, and net income declined from $3.5 million in 1995 to
$3.0 million in 1996.
INTRAV has taken significant steps to improve the outlook for our
company's performance in the future.
On December 31, 1996, we completed the acquisition of Clipper Cruise
Line. Clipper Cruise Line operates unique cruise itineraries aboard its two
ships, M/V Yorktown Clipper and M/V Nantucket Clipper, along the coastal
waters of the United States and Canada, and in the Caribbean. These North
American itineraries substantially diversify the travel programs currently
offered by INTRAV.
The acquisition of Clipper Cruise Line enhances the overall value and
earnings potential of INTRAV. The profile of Clipper's travelers is
consistent with that of INTRAV, and the cash flow characteristics of
Clipper's operations will enhance INTRAV's cash generation capabilities and
strong balance sheet.
The historical financial statements of Intrav, Inc. contained in this
annual report have been restated for all periods prior to the acquisition to
reflect the combined financial position and results from operations of
Intrav, Inc. and Clipper Cruise Line on a pooling-of-interest basis.
INTRAV's management remains committed to the excellent service and
company performance upon which our 38-year reputation is based. To position
INTRAV for the future, the Board of Directors appointed Paul H. Duynhouwer
President and Chief Executive Officer of INTRAV in January 1997. Paul has
served as President of Clipper Cruise Line since 1989.
The cash flow characteristics of INTRAV remain strong as evidenced by
the $.50 per share dividend paid in 1996. In addition, the acquisition of
Clipper Cruise Line was financed primarily with cash generated from our
operations.
With the dedicated efforts of our employees, the support of our valued
industry partners and our steadfast commitment to customer service, INTRAV
and Clipper Cruise Line look forward to the challenges of the future.
/s/ Barney A. Ebsworth
Barney A. Ebsworth
Chairman of the Board
INTRAV - 1996 Annual Report [1]
4
Management's Discussion and Analysis
Overview
INTRAV is a leading designer, organizer, marketer, and operator of
deluxe, escorted, international travel programs. These programs are designed
to appeal to higher-income individuals desiring first-class travel
experiences. Since 1959, nearly 400,000 travelers have participated in the
Company's travel programs.
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. The Stock
Purchase Agreement included an initial payment of approximately $9.9 million
and the assumption of indebtedness of $5.5 million owed by Clipper to
Windsor, with an additional $0.2 million to be paid on or before March 31,
1997. Additional consideration of up to $3.0 million may be paid to the
extent the cumulative net cruise revenues of Clipper exceed $70.0 million in
the period January 1, 1997, through December 31, 2000. Due to the common
ownership and control of Mr. Ebsworth over both INTRAV and Clipper, the
acquisition has been accounted for in a manner similar to the
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 prior to the acquisition.
Clipper is a leading designer, organizer, marketer and operator of
deluxe, escorted, domestic and international travel cruises. Similar to
INTRAV, its programs are designed to appeal to higher income individuals
desiring first-class travel experiences and are primarily marketed via direct
mail through sponsoring "affinity groups," or directly to the ultimate
traveler. Clipper's travelers cruise primarily on its two cruise ships, the
M/V Yorktown Clipper and the M/V Nantucket Clipper.
For the three years ended December 31, 1996, the Company recorded an
average gross profit of $24.4 million and average income before income taxes
of $6.2 million, representing 20.9% and 5.2% of average program revenue,
respectively.
Except for the historical information contained herein, the matters
discussed herein are forward-looking statements that involve certain risks
and uncertainties that could cause actual results to differ materially from
those in the forward looking statements. Potential risks and uncertainties
include such factors as the Company's ability to successfully integrate the
operations of Clipper; overall economic conditions; reduced demand for the
Company's travel programs due to periods of widespread international unrest
or other factors; fluctuations in travel program costs after the Company has
established the selling prices of such programs; competitors' actions and
other risks described in the Company's filings with the Securities and
Exchange Commission. In addition, the forward-looking statements assume the
continued operation of the two Clipper Cruise Line ships consistent with
their recent capacity and cruise price levels. These forward-looking
statements represent the Company's judgment as of the date hereof.
Results of Operations
The following table sets forth for the periods indicated the actual
percentages which certain items in the Consolidated Statements of Income bear
to program revenues:
Percentage of Program Revenues
Year Ended December 31,
1996 1995 1994
-----------------------------
Program revenues 100.0% 100.0% 100.0%
Cost of operations 80.6 79.3 77.1
-----------------------------
Gross profit 19.4 20.7 22.9
Selling, general and
administrative 13.4 13.2 14.3
Depreciation and amortization 1.5 1.5 1.7
-----------------------------
Operating income 4.5 6.0 6.9
Investment income 1.3 1.6 1.2
Interest expense (1.8) (2.0) (1.9)
-----------------------------
Income before income taxes 4.0 5.6 6.2
Income taxes 1.5 2.0 2.2
-----------------------------
Net income 2.5% 3.6% 4.0%
=============================
Program Revenues
Program revenues in 1996 were $126.1 million, compared to $114.8
million and $108.9 million in 1995 and 1994, respectively.
The 9.8% increase in 1996 from 1995 was due to 2,765 more travelers, an
increase of 11.3%, from 24,569 travelers in 1995 to 27,334 in 1996. The
increase in travelers was partially offset by a decrease in the average
revenue per traveler, from $4,674 in 1995 to $4,613 in 1996 due to a greater
percentage of travelers participating on lower-priced trips.
[2] INTRAV - 1996 Annual Report
5
The 5.5% increase in 1995 from 1994 was primarily due to 1,743
additional travelers, representing a 7.6% increase from 22,826 travelers in
1994 to 24,569 travelers in 1995. The average revenue per traveler decreased
from $4,770 in 1994 to $4,674 in 1995.
Cost of Operations
Cost of operations includes the costs of airfare, ship, hotel and other
accommodations and services included in the base program, as well as costs of
optional products and services including sightseeing, program extensions,
additional airfare, and medical and educational seminars. Also included are
the costs of creating and distributing promotional materials and other
promotional expenses for each program.
Cost of operations totaled $101.7 million in 1996, compared to $91.0
million in 1995 and $83.9 million in 1994. The increases were primarily due
to the increased sales levels.
In 1996, the Company experienced increases in the costs of promoting
and operating the programs compared to the 1995 and 1994 operations. The
increased promotional expenses resulted from higher paper costs and a greater
number of brochures mailed.
Gross Profit
Gross profit totaled $24.4 million, or 19.4% of program revenue in
1996. This compares to $23.8 million, or 20.7% of program revenue in 1995 and
$24.9 million, or 22.9% of program revenue in 1994, respectively.
The increase in 1996 was due to the increased sales level. This
increase was partially offset by the increased cost of promoting the programs
and higher operating costs associated with certain cruise programs. The 1995
decrease from 1994 was primarily due to the increased costs of promoting the
Around the World departures in 1995 compared to 1994.
The Company completed three Around the World departures in 1996 and is
currently offering two departures of this program in 1997. Assuming the
Company does not operate a third departure in 1997 or recognize significant
increases in other program activity, the Company would expect its gross
profit to be less than the 1996 level.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, consisting primarily of
compensation and related expenses, and office operating expenses, totaled
$16.9 million, $15.1 million and $15.6 million in 1996, 1995 and 1994,
respectively. These amounts represented 13.4%, 13.2% and 14.3% of program
revenues. The 1996 amount included approximately $1.0 million paid to a key
employee, pursuant to an existing employment agreement, prior to INTRAV's
acquisition of Clipper.
Depreciation and Amortization
Depreciation and amortization, primarily relating to the cruise ships
and internally developed software, totaled $1.9 million, $1.8 million and
$1.9 million in 1996, 1995 and 1994, respectively. These amounts represented
1.5%, 1.5% and 1.7% of program revenues.
Investment Income
Investment income totaled $1.6 million, $1.9 million and $1.3 million
in 1996, 1995 and 1994, respectively. The reduced level of investment income
in 1996 was due to decreased levels of investable cash generated from
operations. In 1996, the Company's average monthly balance of cash and
marketable securities was $29.3 million, earning a 5.6% rate of return.
The anticipated level of investment income for 1997 will be less than
historical amounts due to the reduced level of investable cash and marketable
securities resulting from the use of available amounts at December 31, 1996
in the acquisition of Clipper Cruise Line.
INTRAV - 1996 Annual Report [3]
6
Management's Discussion and Analysis
Interest Expense
Interest expense, consisting of amounts paid on the U.S. Government
Guaranteed Financing Bonds, relating to the cruise ships and the outstanding
loan balance owed Windsor, totaled $1.9 million, $2.4 million and $2.1
million in 1996, 1995 and 1994, respectively.
The anticipated level of interest expense for 1997 is expected to be
significantly reduced since the U.S. Government Bonds and a major portion of
the outstanding loan to Windsor were retired prior to INTRAV acquiring
Clipper. Interest expense in 1997 is expected to consist of amounts paid for
draws made on the Company's $10.0 million revolving credit facility.
Income Taxes
The Company's effective tax rates were 35.0%, 35.2% and 34.7% for 1996,
1995 and 1994, respectively. The inclusion of nontaxable interest income and
effects of state taxes are the primary factors for the effective tax rate to
differ from the statutory federal income tax rate.
Liquidity and Capital Resources
During 1996, INTRAV continued to fund its operations, capital
expenditures and dividend payments through cash flows generated from
operations and from retained earnings.
Net cash provided by operations before working capital items was $5.5
million, $7.0 million and $6.6 million in 1996, 1995 and 1994, respectively.
Due to the timing of certain payments for program costs and the receipt of
customer deposits associated with future tours, net cash provided by
operations, including working capital items, was $1.8 million, $5.2 million
and $16.2 million in 1996, 1995 and 1994, respectively.
Deferred revenue, representing payments received from travelers for
tour departures that have not been completed, amounted to $29.1 million at
December 31, 1996, representing a 9.0% decrease from $32.0 million at
December 31, 1995. This decrease is due to the reduced number of travelers
expected to participate on the Trans-Panama Canal program in 1997 compared to
1996. Of this amount, 80.8%, or $23.5 million, relates to tour departures
that will be completed by March 31, 1997. The remaining balance relates to
tour departures that will be completed from April 1, 1997, through March 31,
1998.
The Company paid dividends of $3.2 million, $2.8 million and $3.0
million during 1996, 1995 and 1994, respectively.
During 1996, the Company repurchased 173,600 shares in the open market
for an aggregate of $1.4 million.
INTRAV completed the acquisition of Clipper Cruise Line on December 31,
1996. In connection with this transaction, INTRAV entered into a $10.0
million revolving credit facility agreement. INTRAV financed the acquisition
primarily from its working capital, which had the effect of significantly
reducing cash and marketable securities at December 31, 1996, and included a
$3.0 million draw on the credit facility.
Foreign Currency Hedging Program
Many of the Company's travel programs necessitate the purchase of
services from suppliers located outside the United States and certain of its
arrangements with suppliers are denominated in foreign currencies. As a
result, the Company is exposed to the risk of fluctuating currency values. To
protect the U.S. dollar value of its foreign currency transactions, the
Company may enter into "forward contracts" which are commitments to buy
foreign currencies in the future at a contracted rate. The Company does not
believe that fluctuations in the value of the U.S. dollar in relation to the
currency of its suppliers has had a material adverse effect on the Company's
results of operations.
Inflation
Inflation affects the costs incurred by the Company in its purchases of
program components from its suppliers and in certain portions of its selling,
general and administrative expenses. The Company has offset the effects of
inflation through price increases and controlling its expenses. The Company's
ability to increase prices is limited by competitive factors as well as the
need to maintain acceptable pricing for the markets to which it sells its
programs. In management's opinion, inflation has not had a significant impact
on the operations in the three years ended December 31, 1996.
[4] INTRAV - 1996 Annual Report
7
Consolidated Statements of Income
(Amounts in thousands except share data)
Years Ended December 31,
----------------------------------------------
1996 1995 1994
Program revenues $ 126,081 $ 114,845 $ 108,876
Cost of operations 101,651 91,035 83,934
----------------------------------------------
Gross profit 24,430 23,810 24,942
Selling, general and administrative (including related
party expenses of $985, $1,199, and $947) (Notes 9 and 11) 16,924 15,135 15,587
Depreciation and amortization 1,849 1,787 1,853
----------------------------------------------
Operating income 5,657 6,888 7,502
Investment income 1,643 1,883 1,265
Interest expense (including related party expenses
of $813, $1,086, $728) (1,904) (2,370) (2,058)
----------------------------------------------
Income before provision for income taxes and
extraordinary item 5,396 6,401 6,709
Provision for income taxes (Note 6) 1,887 2,254 2,330
----------------------------------------------
Net income before extraordinary item 3,509 4,147 4,379
Extraordinary item-loss related to early
extinguishment of debt (net of tax benefit
of $194,000) (Note 10) (344) -- --
----------------------------------------------
Net income $ 3,165 $ 4,147 $ 4,379
==============================================
Net income per common share:
Income before extraordinary item $ 0.68 $ 0.80 $ 0.88
Extraordinary item (0.07) -- --
----------------------------------------------
Net income per common share $ 0.61 $ 0.80 $ 0.88
----------------------------------------------
Weighted average number of common shares
outstanding 5,195,000 5,200,000 5,000,000
==============================================
See accompanying notes to consolidated financial statements.
INTRAV - 1996 Annual Report [5]
8
Consolidated Balance Sheets
(Amounts in thousands except share data)
December 31,
-----------------------
1996 1995
ASSETS:
Current assets:
Cash and cash equivalents $ 6,670 $12,178
Restricted cash (Note 3) 1,917 2,283
Marketable securities (Notes 7 and 8) 776 12,234
Restricted marketable securities (Notes 3 and 8) 4,751 4,529
Prepaid program costs 9,821 8,153
Prepaid expenses 868 532
Other current assets 1,520 1,586
-----------------------
Total current assets 26,323 41,495
Property and equipment - net (Note 4) 17,569 18,271
Prepaid promotion costs and other assets 8,702 9,200
-----------------------
Total $52,594 $68,966
=======================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 3,298 $ 2,869
Accrued expenses 3,897 3,368
Deferred revenue 29,096 31,976
Income taxes payable 616 536
Payable to Windsor, Inc. (Notes 1 and 11) 427 5,628
Current maturities of long term debt - 702
Deferred income taxes (Note 6) 2,404 2,651
-----------------------
Total current liabilities 39,738 47,730
Deferred compensation (Note 9) 1,012 673
Deferred income taxes (Note 6) 5,063 5,276
Long term debt - less current maturities (Note 10) 3,000 10,317
Commitments and contingencies (Note 7) -- --
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 5,325,000 shares;
outstanding, 5,151,600 shares in 1996 and
5,325,000 in 1995 53 53
Additional paid-in capital 22,189 11,940
Retained earnings (accumulated deficit) (17,055) (7,099)
Unrealized gain (loss) on marketable securities
(Note 8) (2) 76
-----------------------
5,185 4,970
Less cost of common stock in treasury, 173,400
shares in 1996 (1,404) -
-----------------------
Total shareholders' equity 3,781 4,970
-----------------------
Total $52,594 $68,966
=======================
See accompanying notes to consolidated financial statements.
[6] INTRAV - 1996 Annual Report
9
Consolidated Statements of Cash Flow
(Amounts in thousands)
Years Ended December 31,
------------------------------------------
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,165 $ 4,147 $ 4,379
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary item 122 -- --
Depreciation and amortization 1,849 1,787 1,853
Amortization of bond premium 68 53 78
Amortization of deferred financing costs 15 18 18
Gain on sale of marketable securities (62) (248) -
Loss on disposal of equipment - 35 34
Deferred income taxes (415) 1,181 239
Changes in assets and liabilities which provided
(used) cash:
Restricted cash 366 2,810 (527)
Prepaid expenses and other assets (1,864) (5,522) 1,132
Other current assets 66 169 332
Accounts payable and accrued expenses 958 (1,105) 1,625
Deferred revenue (2,880) 1,632 6,358
Deferred compensation 340 285 154
Income taxes payable 80 (6) 542
------------------------------------------
Net cash provided by operating activities 1,808 5,236 16,217
------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,120) (944) (530)
Sales of marketable securities 28,200 17,052 6,187
Purchases of marketable securities (17,093) (19,737) (8,736)
------------------------------------------
Net cash provided by (used in) investing
activities 9,987 (3,629) (3,079)
------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long term debt (11,019) (712) (712)
Proceeds from revolving line of credit 3,000 -- --
Net proceeds from issuance of common stock -- 2,669 --
Dividends paid (3,182) (2,831) (3,000)
Purchase of treasury stock (1,404) -- --
Proceeds from short-term borrowings -- 3,000 683
Payments on short-term borrowings -- (3,000) (2,617)
Distribution to Windsor, Inc. for acquisition of
Clipper Cruise Line (9,727) -- --
Net cash received from (paid to) Windsor, Inc. 5,029 1,337 (400)
------------------------------------------
Net cash provided by (used in) financing
activities (17,303) 463 (6,046)
------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (5,508) 2,070 7,092
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 12,178 10,108 3,016
------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6,670 $ 12,178 $ 10,108
==========================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for taxes $ 1,582 $ 580 $ 1,198
Noncash contribution of capital 10,249 -- --
Cash paid for interest 1,847 2,317 1,861
See accompanying notes to consolidated financial statements.
INTRAV - 1996 Annual Report [7]
10
Consolidated Statements of Shareholders' Equity
(Amounts in thousands except share data)
Common Stock
------------
Unrealized
Retained Gain Total
Number of Additional Earnings (Loss) on Share-
Outstanding Paid-In (Accumulated Investment Treasury holders'
Shares Amount Capital Deficit) Securities Stock Equity
-----------------------------------------------------------------------------
BALANCES AT JANUARY 1, 1994,
as previously reported 5,000,000 $50 $ 351 $ 1,787 $ 36 $ -- $ 2,224
Acquisition of Clipper Cruise Line, treated
as a pooling-of-interest (Note 1) -- -- 8,923 (11,581) -- -- (2,658)
----------------------------------------------------------------------------
BALANCES AT JANUARY 1, 1994,
as restated 5,000,000 50 9,274 (9,794) 36 -- (434)
Net income -- -- -- 4,379 -- -- 4,379
Dividends -- -- -- (4,500) -- -- (4,500)
Unrealized loss on investment
securities (Note 8) -- -- -- -- (538) -- (538)
----------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1994 5,000,000 50 9,274 (9,915) (502) -- (1,093)
Issuance of common stock 325,000 3 2,666 -- -- -- 2,669
Net income -- -- -- 4,147 -- -- 4,147
Dividends -- -- -- (1,331) -- -- (1,331)
Unrealized gain on investment
securities (Note 8) -- -- -- -- 578 -- 578
----------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1995 5,325,000 53 11,940 (7,099) 76 -- 4,970
Contributed capital (Note 1) -- -- 10,249 -- -- -- 10,249
Acquisition of Clipper Cruise Line (Note 1) -- -- -- (9,939) -- -- (9,939)
Net income -- -- -- 3,165 -- -- 3,165
Dividends paid to INTRAV, Inc. shareholders -- -- -- (2,596) -- -- (2,596)
Dividends paid to Windsor, Inc. -- -- -- (586) -- -- (586)
Unrealized loss on investment
securities (Note 8) -- -- -- -- (78) -- (78)
Purchase of 173,400 shares of common
stock for treasury -- -- -- -- -- (1,404) (1,404)
----------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1996 5,325,000 $53 $22,189 $(17,055) $ (2) $(1,404) $ 3,781
============================================================================
See accompanying notes to consolidated financial statements.
[8] INTRAV - 1996 Annual Report
11
Notes to Consolidated Financial Statements
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Amounts in thousands except share data)
1. Description of Business and Basis of presentation
Intrav, Inc. ("INTRAV" or 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, the Company acquired all the outstanding common
stock of Clipper Cruise Line ("Clipper") consisting of Clipper Cruise Line,
Inc. ("CCL"), Clipper Adventure Cruises, Inc. ("CAC"), Republic Cruise Line,
Inc. ("RCL") and Liberty Cruise Line, Inc. ("LCL") from Windsor, Inc.
("Windsor"), a company controlled by Barney A. Ebsworth, the Company's
Chairman of the Board and majority stockholder. The Stock Purchase Agreement
included an initial payment of approximately $9,900 and the assumption of
indebtedness of $5,500 owed by Clipper to Windsor, with an additional $213 to
be paid on or before March 31, 1997. Additional consideration of up to
$3,000 may be paid to the extent the cumulative net cruise revenues ("as
defined") of Clipper exceed $70,000 in the period January 1, 1997, through
December 31, 2000. Due to the common ownership and control of Mr. Ebsworth
over both INTRAV and Clipper, the acquisition has been accounted for in a
manner similar to the 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 prior to the acquisition.
Clipper is a leading designer, organizer, marketer and operator of
deluxe, escorted, domestic and international travel cruises. Similar to
INTRAV, its programs are designed to appeal to higher-income individuals
desiring first-class travel experiences and are primarily marketed via direct
mail through sponsoring "affinity groups," or directly to the ultimate
traveler. Clipper's travelers cruise primarily on its two cruise ships from
RCL and LCL, and in the past, Clipper has chartered an additional ship from
Discoverer Reederei. As used herein, the term "Company" refers to both
Intrav, Inc. and Clipper.
The consolidated financial information does not contain any material
adjustments to conform the accounting policies of Clipper to that of the
Company. All intercompany transactions have been eliminated.
Separate net sales, net income and related per share amounts of the
separate entities are presented in the following table:
1996 1995 1994
------------------------------------------
PROGRAM
REVENUES:
INTRAV $ 99,525 $ 88,967 $ 80,355
Clipper 26,556 25,878 28,521
------------------------------------------
Total $126,081 $114,845 $108,876
==========================================
NET INCOME:
INTRAV $ 3,053 $ 3,543 $ 4,072
Clipper 112 604 307
------------------------------------------
Total $ 3,165 $ 4,147 $ 4,379
==========================================
NET INCOME PER
COMMON SHARE:
INTRAV $ 0.59 $ 0.68 $ 0.81
Clipper 0.02 0.12 0.07
------------------------------------------
Total $ 0.61 $ 0.80 $ 0.88
==========================================
2. Summary of Significant Accounting Policies
PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements of
the Company include the accounts of INTRAV and its wholly owned subsidiaries
CCL, CAC, RCL and LCL. All significant intercompany accounts and
transactions have been eliminated.
REVENUE RECOGNITION -- Program revenues are recognized as income upon
completion of each tour. Deferred revenue consists of amounts received for
tours which have not yet been completed.
PROMOTION AND PROGRAM COSTS -- The Company expenses promotion costs as
incurred, except for direct-response advertising. Direct-response
advertising and program costs are deferred until the revenue from the related
program is recognized. Promotion expenses were $17,712, $13,770 and $13,880
for 1996, 1995 and 1994, respectively.
CURRENCY HEDGES -- The Company may enter into contracts to buy foreign
currencies in the future to protect the U.S. dollar value of certain foreign
currency transactions. Except in the infrequent instance of cancellation of
non-U.S. currency cost commitments, the Company's practices relating to these
contracts do not expose the Company to currency risk from exchange-rate
movements because the gains and losses on them offset losses and gains
INTRAV - 1996 Annual Report [9]
12
Notes to Consolidated Financial Statements
on the cost commitments being hedged. Gains and losses on currency forward
contracts are deferred and recognized in the same period as the hedged
transactions (see Note 7).
CASH EQUIVALENTS -- For purposes of reporting cash flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
MARKETABLE SECURITIES -- The Company's marketable securities, including
restricted amounts, have been classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
holding gains and losses, net of taxes, reported as a separate component of
shareholders' equity.
PROPERTY, AMORTIZATION AND DEPRECIATION -- Property and equipment is
recorded at cost. Amortization and depreciation are computed using
accelerated and straight-line methods over the estimated useful lives of the
individual assets. Capitalized software costs are amortized over 5 to 8
years, office furniture and equipment is depreciated over 5 to 7 years, and
leasehold improvements are amortized over the life of the related lease. The
cruise ships are depreciated over 25 years and cruise ship equipment over 5
to 7 years. The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of, for 1996. SFAS No. 121 requires that
long-lived assets and certain identifiable intangibles to be held and used by
an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. SFAS No. 121 also requires that long-lived assets and certain
identifiable intangibles to be disposed of be reported at the lower of
carrying amount or fair value less cost to sell. Adoption of this standard
had no material impact on the Company's financial condition or results of
operations.
INCOME TAXES -- Deferred income taxes reflect the tax consequences on
future years of differences between tax and financial reporting amounts.
Under this method, deferred tax assets and liabilities are determined based
on temporary differences between the financial statement and tax bases of
assets and liabilities by applying enacted tax rates applicable to future
years in which the differences are expected to reverse.
Prior to the acquisition discussed in Note 1, Clipper's results of
operations were included in the consolidated U.S. Corporate income tax return
of Windsor. Clipper's provision for income taxes is computed as if it filed
an annual return on a separate company basis. The current portion of the
income tax provision is satisfied via a charge or credit to "Payable to
Windsor" account. In the future, Clipper will file a consolidated return
with INTRAV.
USE OF MANAGEMENT ESTIMATES -- The preparation of financial statements
in conformity with generally accepted accounting principles requires that
management make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. The reported amounts of
revenues and expenses during the reporting period may also be affected by the
estimates and assumptions management is required to make. Actual results may
differ from those estimates.
COMPUTATION OF NET INCOME PER COMMON SHARE -- Net income per common
share is computed by dividing net income by the weighted average number of
shares outstanding. Common share equivalents, in the form of stock options,
are excluded from the calculations as they have no materially dilutive effect
on the per share amounts.
3. Restricted Cash and Marketable Securities
U.S. law requires Clipper to maintain financial protection for
passenger advance payments for Company-operated cruises embarking in U.S.
ports. The Company has established escrow arrangements to comply with the
law and has voluntarily extended the escrow protection to all advance
passenger payments for such cruises. Under the arrangements, monies received
from passengers for cruises are held in escrow accounts until the respective
cruises have been completed. At December 31, 1996 and 1995, cash equivalents
and marketable securities amounting to $6,668 and $6,812, respectively, were
held in escrow.
[10] INTRAV - 1996 Annual Report
13
4. Property and Equipment
Property and equipment at December 31, 1996 and 1995, consist of the
following:
1996 1995
----------------------------
Cruise ships $ 26,885 $ 26,227
Computer hardware and software 3,642 3,340
Office furniture and equipment 2,542 2,456
Cruise ship equipment 559 507
Leasehold improvements 107 107
Warehouse facilities 46 46
----------------------------
33,781 32,683
Less accumulated depreciation (16,212) (14,412)
----------------------------
Total $ 17,569 $ 18,271
============================
5. Operating Leases
The Company leases various office facilities and equipment under
noncancellable operating leases. At December 31, 1996, future minimum
payments under these leases with initial or remaining terms of one year or
more were:
Office
Space Other Total
------------------------------------
1997 $ 664 $247 $ 911
1998 672 52 724
1999 697 34 731
2000 710 17 727
2001 and thereafter 725 3 728
------------------------------------
Total $3,468 $353 $3,821
====================================
Windsor Management Corporation, as agent for Windsor Real Estate Inc.,
an affiliated entity, is the lessor of the office space (see Note 11).
Rental expense for the years ended December 31, 1996, 1995 and 1994,
was $866, $955 and $902, respectively.
6. Income Taxes
Provisions for income taxes consist of the following:
Years Ended December 31,
1996 1995 1994
------------------------------------
Current:
Federal $2,174 $1,005 $2,019
State 128 68 72
Deferred:
Federal (393) 1,087 237
State (22) 94 2
------------------------------------
Total $1,887 $2,254 $2,330
====================================
Factors causing the effective tax rate to differ from the statutory
federal income tax rate were:
Years Ended December 31,
1996 1995 1994
----------------------------------
Statutory rate 34.0% 34.0% 34.0%
Nontaxable
interest income (0.1) (1.4) (1.0)
State and local income
taxes, net of U.S.
federal income tax
benefit 1.1 2.6 1.7
----------------------------------
Effective rate 35.0% 35.2% 34.7%
==================================
INTRAV - 1996 Annual Report [11]
14
The Company's current and noncurrent deferred taxes included in the
balance sheets as of December 31, 1996, and 1995, consisted of the following
deferred tax assets and liabilities:
1996
-------------------------------
Deferred Deferred
Tax Tax Net
Assets Liabilities Liability
-------------------------------
Property and equipment $ -- $4,919 $4,919
Promotional costs -- 2,912 2,912
Accruals 221 -- (221)
Deferred compensation 311 -- (311)
Unrealized loss on
marketable securities 1 -- (1)
Other -- 169 169
-------------------------------
Total $533 $8,000 $7,467
===============================
Current $222 $2,626 $2,404
Noncurrent 311 5,374 5,063
-------------------------------
Total $533 $8,000 $7,467
===============================
1995
-------------------------------
Deferred Deferred
Tax Tax Net
Assets Liabilities Liability
-------------------------------
Property and equipment $ -- $5,025 $5,025
Promotional costs -- 3,278 3,278
Accruals 242 -- (242)
Deferred Compensation 211 -- (211)
Unrealized gain on
marketable securities -- 44 44
Other -- 33 33
-------------------------------
Total $453 $8,380 $7,927
===============================
Current $242 $2,893 $2,651
Noncurrent 211 5,487 5,276
-------------------------------
Total $453 $8,380 $7,927
===============================
7. Commitments and Contingencies
CHARTER AGREEMENTS --- As of December 31, 1996, the Company had
agreements to charter cruise ships and aircraft for its group travel programs
in 1997 and 1998 amounting to $10,317. Commitments generally may be canceled
with penalties from 10 percent to 100 percent.
PROFIT-SHARING PLAN --- INTRAV sponsors a profit-sharing plan covering
substantially all employees. Clipper participates in a multi-employer
profit-sharing plan sponsored by Windsor, Inc., an affiliated company,
covering substantially all employees. At their discretion, each Company may
match a percentage of the employees' before-tax contributions and may also make
nonmatching contributions. An employee is not required to make before-tax
contributions in order to receive a company nonmatching contribution. Company
contributions, for both companies, which are subject to the discretion of the
Board of Directors, amounted to approximately $372, $482 and $820 for 1996,
1995 and 1994, respectively.
STANDBY LETTERS OF CREDIT --- As of December 31, 1996, the Company had
standby letters of credit in place totaling approximately $550. The Company
expects that none of its standby letters of credit will be drawn on.
CURRENCY CONTRACTS --- The Company utilizes foreign currency forward
contracts to hedge against fluctuations in the costs of the currencies used
for its international travel programs. At December 31, 1996, the Company had
contracts to purchase $1,850 (U.S. equivalent) of non-U.S. currencies for
1997 program operations.
8. Marketable Securities
At December 31, 1996, and 1995, the Company's investments in marketable
securities (including restricted amounts) are classified as
available-for-sale and include the following:
1996
---------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------------------------------------------
U.S. Treasury
and agency
securities $4,759 $ -- $ (7) $4,752
State and local
government
debt securities 772 4 -- 776
---------------------------------------------
Total $5,531 $ 4 $ (7) $5,528
=============================================
[12] INTRAV - 1996 Annual Report
15
1995
-------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-------------------------------------------
U.S. Treasury
and agency
securities $14,683 $104 $ -- $14,787
State and local
government
debt securities 1,961 15 -- 1,976
-------------------------------------------
Total $16,644 $119 $ -- $16,763
===========================================
The contractual maturities of debt securities as of December 31, 1996,
are as follows:
Amortized Fair
Cost Value
--------------------
Less than one year $3,260 $3,248
One to five years 2,271 2,280
--------------------
Total $5,531 $5,528
====================
The proceeds from sales of securities were $28,200, $17,052 and $6,187
for 1996, 1995 and 1994, respectively. The gross realized gains and (losses)
were $67 and $(4) for 1996, $279 and $(30) for 1995, and $51 and $(97) for
have been included in shareholders' equity were $(123), $905 and $(84) for
1996, 1995 and 1994, respectively. For the purposes of determining gross
realized gains and losses, the cost of securities sold is based upon specific
identification.
9. Deferred Compensation
Clipper entered into an Incentive Bonus Agreement with one of its key
employees on January 1, 1990 (as amended in December 1996), continuing for
each full calendar year of empolyment through December 31, 1999. Under the
agreement, the empolyee earns a minimum annual deffered bonus of $50 plus 5%
of the first $1,000 of annual pre-tax earnings of Clipper (as defined in the
agreement) and 10% of any annual pre-tax earnings of Clipper in excess of
$1,000. The cumulative bonus amount vests at 10% per year, with vested bonus
amount earning interest at 10% per year. The Company recognized expense
under this agreement of $340, $285 and $154 for 1996, 1995 and 1994,
respectively.
The agreement also provided for an additional bonus upon the sale of
Clipper based on a percentage of the net sales price (as defined). In
connection with the acquisition discussed in Note 1, the employee received a
bonus of approximately $1,000.
10. Long-term Debt
At December 31, 1995, long-term debt consisted of two series of United
States Government Guaranteed Financing Bonds with an aggregate outstanding
balance of $11,019, due in installments through 2012, which carried interest
rates from 9.85% to 10.20%. The Company had pledged the cruise ships as
collateral under the terms of the agreements.
In December 1996, the Company prepaid $10,518 to retire the outstanding
principal of both series of bonds. As required under the bond agreements,
the Company paid an additional $416 prepayment premium for the early
retirement of the bonds. Accordingly, the Company recorded an extraordinary
loss of $538 ($344 net of taxes) consisting of the prepayment premium and the
write-off of deferred financing costs related to the early extinguishment of
the debt.
On December 31, 1996, the Company entered into a $10,000 revolving
credit facility agreement with Boatmen's National Bank of St. Louis. The
agreement includes a provision for a $1,250 reduction of the available amount
on the first anniversary date of the agreement and expires on December 31,
1999. The Company had outstanding borrowings of $3,000 at December 31, 1996.
The agreement provides that the Company may select among various draw
arrangements with varying maturities and interest rates. At December 31,
1996, the interest rate was 8.25%. The Company has pledged its personal
property, including the cruise ships, as collateral and must comply with
certain financial covenants, under the terms of the agreement.
INTRAV - 1996 Annual Report [13]
16
Notes to Consolidated Financial Statements
11. Related Party Transactions
The Company leases its principal offices from Windsor Management
Corporation, as agent for Windsor Real Estate, Inc. Windsor Management
Corporation and Windsor Real Estate, Inc. are wholly owned subsidiaries of
Windsor. The lease expires at December 31, 2001, and includes a renewal
option for one additional five-year period. Annual rent under the lease is
$664, plus various escalation payments.
Windsor also provides certain administrative services, principally for
employee benefits, legal, tax and insurance matters, for which it charges a
fee. Fees paid to Windsor for these services totaled $67, $352 and $110 in
1996, 1995 and 1994, respectively.
The payable to Windsor is primarily interest-bearing and results from
the various transactions between the Company and Windsor. The Company paid
interest at rates of 7%, 10.25% and 7% for 1996, 1995 and 1994, respectively.
12. Incentive Stock Plan
The Company has an incentive stock plan, whereby incentive stock
options, nonqualifying stock options, restricted stock and stock appreciation
rights may be granted to officers, key employees and outside directors to
purchase a specified number of shares of common stock at a price not less
than the fair market value at the date of grant and for a term not to exceed
10 years. The maximum number of shares available under the plan is 500,000.
During 1995, the Company issued options to purchase an aggregate of 300,000
shares of common stock at an exercise price of $10.50 per share. Each such
option vests over a five-year period with 20% vesting each year. During
1997, options to purchase 88,000 shares were forfeited.
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation. Accordingly, no compensation cost has been recognized for the
stock option plan. Had compensation cost for the Company's stock option plan
been determined based on the fair value at the grant date for awards in 1995
consistent with the provisions of SFAS No. 123, the Company's net income per
share would have been reduced to the pro forma amounts indicated below:
1995
Net income - as reported $4,147
======
Net income - pro forma $3,709
======
Net income per common share - as reported $ 0.80
======
Net income earnings per common share - pro forma $ 0.71
======
The fair value of each option grant is estimated on the date of grant
using the Black-Scholer option-pricing model with the following assumptions
for stock options granted in 1995; dividend yield of 4.76%; expected
volatility of 0.37501%; risk-free interest rate of 6.5%; and expected lives
of 10 years.
13. Quarterly Results of Operations (Unaudited)
The results of operations for 1996 and 1995 were as follows:
(Amounts in thousands except share data)
Quarter Ended
1996
-------------------------------------------
March 31 June 30 Sept. 30 Dec. 31
-------------------------------------------
Program revenues $31,363 $16,449 $42,181 $36,088
Cost of operations 25,369 13,126 34,230 28,926
-------------------------------------------
Gross profit $ 5,994 $ 3,323 $ 7,951 $ 7,162
===========================================
Net income (loss) $ 1,023 $ (751) $ 2,310 $ 582
===========================================
Net income (loss)
per share $ 0.20 $ (0.15) $ 0.44 $ 0.12
===========================================
1995
-------------------------------------------
March 31 June 30 Sept. 30 Dec. 31
-------------------------------------------
Program revenues $27,810 $17,415 $34,343 $35,276
Cost of operations 22,431 13,511 27,342 27,750
-------------------------------------------
Gross profit $ 5,379 $ 3,904 $ 7,001 $ 7,526
===========================================
Net income $ 783 $ 141 $ 1,696 $ 1,527
===========================================
Net income
per share $ 0.16 $ 0.02 $ 0.32 $ 0.28
===========================================
[14] INTRAV - 1996 Annual Report
17
Independent Auditors' Report
To the Board of Directors and Shareholders
Intrav, Inc.
We have audited the accompanying consolidated balance sheets of Intrav,
Inc. as of December 31, 1996 and 1995, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Intrav, Inc. at December
31, 1996 and 1995, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
February 14, 1997
INTRAV - 1996 Annual Report [15]
18
General Corporate Information
EXECUTIVE OFFICERS
Paul H. Duynhouwer
President and Chief Executive Officer
Michael A. DiRaimondo
Senior Vice President and Chief Financial Officer
Richard L. Burkemper
Senior Vice President --- Sales and Marketing
Brenda J. Stehle
Senior Vice President --- Operations
DIRECTORS
Barney A. Ebsworth
Chairman of the Board
Intrav, Inc.
Paul H. Duynhouwer
President and Chief Executive Officer
Intrav, Inc.
John B. Biggs
Senior Vice President --- Wealth Management
Boatmen's Trust Company
William H.T. Bush
Chairman of the Board
Bush, O'Donnell & Co., Inc.
Frederic V. Malek
Chairman
Thayer Capital Partners
TRANSFER AGENT AND REGISTRAR
Boatmen's Trust Company
510 Locust Street
St. Louis, MO 63101
Telephone: (314) 456-1373
INDEPENDENT AUDITORS
Deloitte & Touche LLP
One City Centre
St. Louis, MO 63101
GENERAL COUNSEL
Peper, Martin, Jensen, Maichel and Hetlage
720 Olive Street
St. Louis, MO 63101
INVESTOR RELATIONS
Shareholders may obtain, without charge, a copy of the Company's 1996 Annual
Report on Form 10-K, as filed with the Securities and Exchange Commission, by
directing inquiries to:
Intrav, Inc.
Investor Relations
7711 Bonhomme Avenue
St. Louis, MO 63105-1961
Telephone: (314) 727-0500, extension 328
NOTICE OF ANNUAL MEETING
The 1997 Annual Meeting of Shareholders will be held at the Ritz-Carlton
Hotel, St. Louis, located at 100 Carondelet Plaza, St. Louis, MO, at 11:00 a.m.
on Wednesday, May 21, 1997.
STOCK LISTING
The common shares of Intrav, Inc. are traded on the NASDAQ Stock Market under
the trading symbol "TRAV." As of February 28, 1997, there were
144 shareholders of record, and approximately
1,700 beneficial shareholders.
MARKET PRICE RANGE
1996 1995
----------------------------------------------
HIGH LOW HIGH LOW
First Quarter 8 19/32 6 17/32 <F*> <F*>
Second Quarter 8 7/8 7 1/4 11 7 1/2
Third Quarter 8 1/2 6 3/4 8 3/8 7 21/32
Fourth Quarter 8 11/32 5 3/4 8 1/8 6 11/32
<FN>
<F*> Company commenced trading on NASDAQ Stock Market on May 18, 1995.
DIVIDENDS PAID PER SHARE
(to Intrav, Inc. shareholders)
1996 1995
------------------
First Quarter $0.125 $ --
Second Quarter 0.125 --
Third Quarter 0.125 0.125
Fourth Quarter 0.125 0.125
------------------
Year $0.50 $0.25
==================
[16] INTRAV - 1996 Annual Report