TRAVEL SERVICES INTERNATIONAL INC
8-K, 2000-02-28
TRANSPORTATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)        FEBRUARY 11, 2000
                                                --------------------------------

                       TRAVEL SERVICES INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     FLORIDA
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

       000-29298                                           52-2030324
- ------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)
- --------------------------------------------------------------------------------

                             220 CONGRESS PARK DRIVE
                           DELRAY BEACH, FLORIDA 33445
- --------------------------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code          (561) 266-0860
                                                  ------------------------------

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

ITEM 5.      OTHER EVENTS.

             Travel Services, International, Inc. (the "COMPANY") announced in a
press release dated February 11, 2000, its results for the quarter and year
ending December 31, 1999.

             The Company's Press Release is attached hereto as Exhibit 99.1.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

      EXHIBIT
      NUMBER                          DESCRIPTION
- --------------------------------------------------------------------------------
       99.1                Press Release, dated February 11, 2000, announcing
                           the results of the Registrant for the quarter and
                           year ending December 31, 1999.
- --------------------------------------------------------------------------------

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 TRAVEL SERVICES

                                                 INTERNATIONAL, INC.

Dated: February 11, 2000                         By: /s/ Suzanne B. Bell
                                                    ----------------------------
                                                     Suzanne B. Bell
                                                     Senior Vice President

<PAGE>

                                 EXHIBIT INDEX

      EXHIBIT
      NUMBER                          DESCRIPTION
- --------------------------------------------------------------------------------
       99.1                Press Release, dated February 11, 2000, announcing
                           the results of the Registrant for the quarter and
                           year ending December 31, 1999.
- --------------------------------------------------------------------------------


                                                                    EXHIBIT 99.1

                      TRAVEL SERVICES INTERNATIONAL REPORTS

                    1999 FOURTH QUARTER AND YEAR-END RESULTS

DELRAY BEACH, FL-- (FEBRUARY 11, 2000) -- Travel Services International, Inc.
(Nasdaq: TRVL), a leading specialized distributor of leisure travel services,
today reported increases in net revenues of 24.9% and 44.0% for the quarter and
year ended December 31, 1999, respectively, as compared to the same periods in
1998.

Net revenues in the fourth quarter of 1999 totaled $40.4 million, an increase of
$8.1 million over net revenues for the fourth quarter of 1998. Net revenues
increased as a result of acquisitions completed early in 1999 as well as
increases in transaction volume and net revenue per transaction in various
reporting segments. As anticipated, however, net income decreased to $925,000,
or $0.07 diluted earnings per share, for the 1999 fourth quarter, as compared to
$2.4 million, or $0.17 diluted earnings per share, for the corresponding period
in the prior year.

For the year ended December 31, 1999, net revenues totaled $187.0 million, an
increase of $57.2 million over net revenues for the corresponding prior year
period. Net income decreased, as expected, to $7.4 million, or $0.53 diluted
earnings per share, for the year ended December 31, 1999, as compared to $12.4
million, or $0.99 diluted earnings per share, for the corresponding prior year
period.

Joseph Vittoria, the Company's Chairman and Chief Executive Officer commented:
"We are very pleased with the continued revenue growth and net results of the
outbound, lodging and other segments. Acquisitions in the outbound and other
segments in 1999 have performed particularly well and we expect them to
contribute significantly to our profitability in 2000.

Net revenues and gross margins in the cruise segment were burdened throughout
the year by ineffective marketing during the early months of 1999, as well as
the additional advertising spending required to rebuild our momentum. We are
encouraged, however, by current cruise booking trends."

Within the outbound reporting segment, net revenues in the fourth quarter
increased 103.3% as compared to prior year period, of which 37.4% was from
internal growth and the remainder from the inclusion of AHI International
Corporation, which was acquired in February 1999. The internal growth was the
result of a combination of increases in transaction volume and net revenue per
transaction.

Within the cruise reporting segment, net revenues in the fourth quarter of 1999
decreased by 19.2%, a significant amount of which is attributable to sales
volumes that were below certain contract targets for commission volume
incentives. The remainder was due primarily to adverse booking trends during the
first half of the year and lower commission yields. Initial cruise cabin sales
results in the call centers and through the Internet for January indicate
improving trends as compared to the prior year.

<PAGE>

Within the lodging reporting segment, net revenues in the fourth quarter of 1999
increased 39.0%, to $9.3 million, primarily due to an increase in transaction
volume attributable to new hotel contracts.

Within the other reporting segment, net revenues in the fourth quarter increased
by 50.3%, of which 26.7% was from internal growth and the remainder from the
inclusion of Lifestyle Vacation Incentives, which was acquired in February 1999.
The internal growth was primarily the result of increases in both volume and net
revenue per transaction at 1-800-Flycheap.

General and administrative expenses increased by $2.5 million in the fourth
quarter of 1999 over same the period in 1998, of which $1.2 million was related
to 1999 acquisitions and the remainder attributable to increases at the
operating subsidiaries.

The Company continued to invest in its Internet technology during the fourth
quarter of 1999. An enhanced version of the Company's website was released on
January 2, 2000. The new mytravelco.com site offers real time cruise pricing and
availability, 20,000 pages of destination content, live messaging with Company
sales agents, virtual tours and chat. The Company expects to introduce its
online cruise booking engine by early spring of 2000. The Company also continues
to receive interest in other potential Internet, technology and strategic
initiatives and alliances.

John Balson, the Company's President and Chief Operating Officer, stated: "We
are quickly moving to establish a major leisure travel Internet presence. The
combination of our proprietary technology, our commitment to provide frequent
high lifetime value customers with the information and interactive community
services needed to plan their vacations, and timely fulfillment is driving a
substantial improvement in cruise Internet sales. Shortly, we will add tour
packages and lodging sales opportunities to mytravelco.com. Our more than
doubling of website traffic, e-mail and live agent contacts has significantly
increased our Internet cruise sales to over 11% of our business. We are
encouraged that this improvement was achieved without a substantial increase in
first quarter Internet marketing spending. Concurrently, the traditional call
center cruise business is also improving."

Travel Services International, Inc. is a leading specialized distributor of
leisure travel products including cruise vacations, vacation packages, domestic
and international airline tickets and European auto rentals, and is a leading
provider of travel services such as electronic hotel reservations, specialized
hotel programs and services and incentive travel programs. The Company provides
travel agents and travelers a unique combination of specialized expertise, the
ability to compare options from multiple travel providers and competitive
prices.

More information about the Company may be obtained through the Company's
websites www.mytravelco.com and www.flycheap.com.

                                       ###

STATEMENTS CONTAINED IN THIS PRESS RELEASE REGARDING FUTURE OR ANTICIPATED
FINANCIAL OR OPERATING PERFORMANCE AND RESULTS, SALES, REVENUE, EXPENSES,
INDIVIDUAL REPORTING SEGMENTS, MARKETING PLANS AND INITIATIVES, THE INTERNET,
ACQUISITIONS, OPERATIONAL INITIATIVES, TECHNOLOGY, THE ECONOMY AND OTHER
STATEMENTS THAT ARE NOT HISTORICAL FACTS ARE FORWARD LOOKING STATEMENTS. PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND ACTUAL RESULTS
COULD DIFFER

<PAGE>

SIGNIFICANTLY FROM ANY RESULTS ANTICIPATED IN OR SUGGESTED BY ANY FORWARD
LOOKING STATEMENT. THE FORWARD LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS
AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO RISKS AND UNCERTAINTIES
ASSOCIATED WITH: SUCCESSFUL DEPLOYMENT AND INTEGRATION OF SYSTEMS, FACTORS
AFFECTING INTERNAL GROWTH AND MANAGEMENT OF GROWTH, AVAILABILITY OF ADEQUATE
FINANCING ON ACCEPTABLE TERMS, THE COMPANY'S ABILITY TO IMPLEMENT ITS STRATEGIC
TECHNOLOGY, MARKETING, ACQUISITION, INTERNET AND OPERATIONAL INITIATIVES, THE
TRAVEL INDUSTRY, THE ABILITY TO RECRUIT AND RETAIN APPROPRIATE PERSONNEL, THE
COST, AVAILABILITY AND EFFECTIVENESS OF ADVERTISING, SEASONALITY, QUARTERLY
FLUCTUATIONS AND GENERAL ECONOMIC CONDITIONS, DEPENDENCE ON PERSONNEL,
TECHNOLOGY AND TRAVEL PROVIDERS, AND OTHER FACTORS, INCLUDING THOSE DISCUSSED IN
THE COMPANY'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998.


<PAGE>

<TABLE>
<CAPTION>
                       TRAVEL SERVICES INTERNATIONAL, INC.
                         HISTORICAL STATEMENTS OF INCOME
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                            THREE MONTHS ENDED            TWELVE MONTHS ENDED
                                                                DECEMBER 31,                  DECEMBER 31,
                                                      ----------------------------    ---------------------------
                                                          1998            1999           1998            1999
                                                      ------------    ------------    ------------   ------------
                                                               (UNAUDITED)
<S>                                                   <C>             <C>             <C>            <C>
Net revenues                                          $     32,307    $     40,363    $    129,855   $    187,042
Operating expenses                                          17,661          25,666          70,920        115,202
                                                      ------------    ------------    ------------   ------------
     Gross profit                                           14,646          14,697          58,935         71,840

General and administrative expenses                          9,664          12,216          34,550         55,378
Goodwill amortization                                          824           1,114           2,628          4,316
                                                      ------------    ------------    ------------   ------------
     Income from operations                                  4,158           1,367          21,757         12,146

Interest expense and other, net                               (230)           (174)             28           (112)
                                                      ------------    ------------    ------------   ------------
     Income before income taxes                              4,388           1,541          21,729         12,258

Provision for income taxes                                   2,027             616           9,310          4,903
                                                      ------------    ------------    ------------   ------------
     Net income                                       $      2,361    $        925    $     12,419   $      7,355
                                                      ============    ============    ============   ============

Diluted earnings per share                            $       0.17    $       0.07    $       0.99   $       0.53
                                                      ============    ============    ============   ============

Shares used in computing diluted earnings per share     13,720,242      13,970,694      12,516,196     13,884,610
                                                      ============    ============    ============   ============
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                       TRAVEL SERVICES INTERNATIONAL, INC.
                                 BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

                                                                  DECEMBER 31,   DECEMBER 31,
                                                                      1998         1999
                                                                  ------------   -----------
                            ASSETS
<S>                                                                 <C>          <C>
Current Assets:
  Cash and cash equivalents                                         $ 26,084     $ 16,032
  Accounts receivable, net                                            15,460       20,509
  Receivables and notes from affiliates and employees                    250          235
  Prepaid expenses                                                         0            0
  Prepaid income taxes                                                 2,920        4,391
  Deferred income taxes                                                  827        1,228
  Prepaid expenses and other current assets                            4,856       11,069
                                                                    --------     --------
     Total current assets                                             50,397       53,464

Property and equipment, net                                           22,504       34,446
Goodwill, net                                                        105,773      142,189
Notes receivable from employees                                          410          346
Other assets                                                           1,045        1,039
                                                                    --------     --------
     Total assets                                                   $180,129     $231,484
                                                                    ========     ========

                  LIABILITIES AND STOCKHOLDERS'
                            EQUITY

Current Liabilities:
  Current maturities of long-term debt                                   257          264
  Trade payables and accrued expenses                                 27,412       42,282
                                                                    --------     --------
     Total current liabilities                                        27,669       42,546

Borrowings under line of credit                                           --       14,700
Long-term debt, net of current portion                                 2,888        2,623
Deferred income taxes                                                  3,774        8,627
Other long-term liabilities                                              501          449
                                                                    --------     --------
     Total liabilities                                                34,832       68,945
                                                                    --------     --------
Commitments and contingencies

Stockholders' Equity:
Preferred stock, $0.01 par value;  1,000,000 shares authorized;
  none outstanding
Common stock, $0.01 par value;  50,000,000 shares authorized;
  13,376,969 and 13,962,086 shares outstanding, respectively             134          140
Additional paid-in capital                                           129,623      139,504
Retained earnings                                                     15,540       22,895
                                                                    --------     --------
     Total stockholders' equity                                      145,297      162,539
                                                                    --------     --------
     Total liabilities and stockholders' equity                     $180,129     $231,484
                                                                    ========     ========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                       TRAVEL SERVICES INTERNATIONAL, INC.
                    SELECTED REPORTING SEGMENT FINANCIAL DATA
                                 (IN THOUSANDS)

                                   ----------------------       ----------------------
                                     THREE MONTHS ENDED          TWELVE MONTHS ENDED
                                         DECEMBER 31,                DECEMBER 31,
                                   ----------------------       ----------------------
                                     1998          1999           1998          1999
                                   ----------------------       ----------------------
                                        (UNAUDITED)
<S>                                <C>           <C>            <C>           <C>
OUTBOUND
Net revenues                       $  6,006      $ 12,208       $ 45,560      $ 73,347

Gross profit                          1,367         4,990         16,437        31,831
% of Net revenues                      22.8%         40.9%          36.1%         43.4%

Income before income taxes (1)          129         3,438         11,456        24,501
% of Net revenues                       2.2%         28.2%          25.1%         33.4%

CRUISE
Net revenues                         15,274        12,337         58,673        60,325

Gross profit                          8,023         2,210         31,877        17,844
% of Net revenues                      52.5%         17.9%          54.3%         29.6%

Income before income taxes (1)        4,284        (2,085)        17,934           503
% of Net revenues                      28.1%       -16.9%           30.6%          0.8%

LODGING
Net revenues                          6,705         9,321         12,430        25,717

Gross profit                          3,569         5,221          5,955        11,750
% of Net revenues                      53.2%         56.0%          47.9%         45.7%

Income before income taxes (1)        2,312         3,605          3,361         6,322
% of Net revenues                      34.5%         38.7%          27.0%         24.6%

OTHER
Net revenues                          4,322         6,497         13,192        27,653

Gross profit                          1,687         2,276          4,666        10,415
% of Net revenues                      39.0%         35.0%          35.4%         37.7%

Income before income taxes (1)          848         1,005          1,845         5,748
% of Net revenues                      19.6%         15.5%          14.0%         20.8%

TOTAL
Net revenues                         32,307        40,363        129,855       187,042

Gross profit                       $ 14,646      $ 14,697       $ 58,935      $ 71,840
% of Net revenues                      45.3%         36.4%          45.4%         38.4%
</TABLE>

   (1)  Excludes goodwill amortization, software amortization and support
        expenses, expenses of corporate headquarters, interest expense and
        certain other expenses recorded at corporate headquarters



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