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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 SEPTEMBER 30, 1996
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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
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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 change 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/ NO / /
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The Company had 5,151,400 shares of common stock outstanding at
October 31, 1996.
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Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
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INTRAV, INC.
STATEMENTS OF INCOME
(Amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- -----------------------------
1996 1995 1996 1995
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Program revenues $35,374 $28,221 $69,177 $58,921
Cost of operations 30,733 23,966 59,827 50,107
------- ------- ------- -------
Gross profit 4,641 4,255 9,350 8,814
Selling, general and administrative 2,865 2,515 8,747 7,604
------- ------- ------- -------
Operating income 1,776 1,740 603 1,210
Investment income 345 331 856 942
------- ------- ------- -------
Income before provision for income taxes 2,121 2,071 1,459 2,152
Provision for income taxes 763 735 525 764
------- ------- ------- -------
Net income 1,358 1,336 934 1,388
======= ======= ======= =======
Net income per common share $ 0.26 $ 0.25 $ 0.18 $ 0.27
======= ======= ======= =======
Weighted average number of common shares
outstanding 5,151 5,325 5,209 5,162
======= ======= ======= =======
See notes to financial statements.
</TABLE>
2
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INTRAV, INC.
BALANCE SHEETS
(Amounts in thousands except share data)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1996 1995
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(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,290 $ 9,066
Marketable securities 8,429 12,234
Accounts receivable 759 795
Prepaid program costs 15,991 7,706
Prepaid expenses 264 148
------- -------
Total current assets 32,733 29,949
Property and equipment - net 2,138 2,311
Prepaid promotion costs 8,528 7,674
------- -------
Total $43,399 $39,934
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,251 $ 1,548
Accrued expenses 4,031 2,259
Deferred revenue 31,409 25,511
Income taxes payable 62 536
Deferred income taxes 1,878 2,839
------- -------
Total current liabilities 38,631 32,693
Deferred income taxes 547 547
Stockholders' 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; 5,325,000 shares issued and outstanding 53 53
Additional paid-in capital 3,017 3,017
Retained earnings 2,553 3,571
Unrealized gain on marketable securities 2 53
Treasury stock (at cost: 173,600 shares in 1996) (1,404) -
------- -------
Total stockholders' equity 4,221 6,694
------- -------
Total $43,399 $39,934
======= =======
See notes to financial statements.
</TABLE>
3
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INTRAV, INC.
STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 934 $ 1,388
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation 450 400
Amortization of bond premium 36 34
Deferred income taxes (1,012) 194
Changes in assets and liabilities which provided (used) cash:
Accounts receivable 36 69
Prepaid expenses (9,255) (13,045)
Accounts payable and accrued expenses 1,475 (86)
Deferred revenue 5,898 10,826
Income taxes payable (474) 184
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Net cash provided by (used in) operating activities (1,912) (36)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment - net (277) (477)
Sales of marketable securities 12,009 8,602
Purchases of marketable securities (8,240) (12,150)
------- --------
Net cash provided by (used in) investing activities 3,492 (4,025)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of stock - 2,673
Purchase of treasury stock (1,404) -
Dividends paid (1,952) (2,166)
Cash received from affiliate - 598
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Net cash provided by (used in) financing activities (3,356) 1,105
------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,776) (2,956)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,066 8,951
------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,290 $ 5,995
======= ========
See notes to financial statements.
</TABLE>
4
<PAGE> 5
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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.
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, 1995
contained in the Company's Annual Report on Form 10-K, dated March 29, 1996,
as filed with the Securities and Exchange Commission.
DIVIDEND DECLARATION
On November 1, 1996, the Company declared a dividend of $0.125 per share,
for stockholders of record on November 29, 1996, to be paid on December 16,
1996.
STOCK REPURCHASE PROGRAM
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 September 30, 1996, the Company had purchased 173,600 shares.
5
<PAGE> 6
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 September 30, 1996 compared to
1995, increased $7.2 million or 25.3%, from $28.2 million in 1995 to $35.4
million in 1996. This increase was due to 1,919 more travelers,
representing a 34.7% increase, from 5,536 travelers in 1995 to 7,455
travelers in 1996. The increase in travelers was primarily attributable to
the scheduled operation of more third quarter tour departures of the
Mediterranean cruise programs in 1996 compared to 1995. This increase was
partially offset by a $353 decrease in the average revenue per traveler, or
6.9%, from $5,098 in 1995 to $4,745 in 1996.
Program revenues for the nine months ended September 30, 1996 compared to
1995, increased $10.3 million or 17.4%, from $58.9 million in 1995 to $69.2
million in 1996. This increase was due to 2,627 more travelers,
representing a 20.9% increase, from 12,563 travelers in 1995 to 15,190
travelers in 1996. The additional travelers were primarily attributable to
the USAA Welcome Aboard programs which were new in 1996. The average
revenue per traveler decreased $136, or 2.9%, from $4,690 in 1995 and $4,554
in 1996.
COST OF OPERATIONS
Cost of operations for the three months ended September 30, 1996 compared to
1995, increased $6.8 million or 28.2%, from $23.9 million in 1995 to $30.7
million in 1996. This increase reflects the increased level of program
costs resulting from more travelers. The average cost per traveler decreased
$207 per traveler, from $4,329 in 1995 to $4,122 in 1996. Costs of
operations increased as a percentage of program revenues from 84.9% in 1995
to 86.9% in 1996 due to higher promotional expenses associated with the
programs operating in the third quarter of 1996.
Cost of operations for the nine months ended September 30, 1996 compared to
1995, increased $9.7 million or 19.4%, from $50.1 million in 1995 to $59.8
million in 1996. This increase reflects the additional costs necessary to
support the increase in travelers. The average cost per traveler decreased
$50 per traveler, from $3,988 in 1995 to $3,938 in 1996. Costs of
operations increased as a percentage of program revenues from
6
<PAGE> 7
85.0% in 1995 to 86.5% in 1996 due to higher promotional expenses associated
with the programs operating in the first nine months of 1996.
GROSS PROFIT
Gross profit for the three months ended September 30, 1996 compared to 1995,
increased $0.4 million or 9.1%, from $4.2 million in 1995 to $4.6 million in
1996, as a result of increased revenues and higher relative costs of
operations in 1996. Gross profit decreased as a percentage of revenues from
15.1% in 1995 to 13.1% in 1996, primarily due to the increased promotional
expenses incurred for the programs operating in the third quarter of 1996.
Gross profit for the nine months ended September 30, 1996 compared to 1995,
increased $0.5 million or 6.1%, from $8.8 million in 1995 to $9.3 million in
1996, as a result of higher revenues and higher relative costs of operations
in 1996. Gross profit decreased as a percentage of revenues from 15.0% in
1995 to 13.5% in 1996, primarily due to the increased promotional expenses
incurred for the programs operating in the first nine months of 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three months ended
September 30, 1996 compared to 1995, increased $0.4 million, or 13.9%, from
$2.5 million in 1995 to $2.9 million in 1996. This increase was primarily
due to higher incentive compensation, credit card transaction fees, and
expenses associated with operating as a publicly traded company (directors
fees, shareholder communications, and filing fees). Selling, general and
administrative expenses decreased as a percentage of revenues from 8.9% in
1995 to 8.1% in 1996 due to the increase in program revenues.
Selling, general and administrative expenses for the nine months ended
September 30, 1996 compared to 1995, increased $1.1 million, or 15.0%, from
$7.6 million in 1995 to $8.7 million in 1996. This increase was primarily
due to higher compensation costs, list management expenses, credit card
transaction fees, and public company expenses. Selling, general and
administrative expenses decreased as a percentage of revenues from 12.9% in
1995 to 12.6% in 1996 due to the increased expenses being offset by the
increase in program revenues.
INVESTMENT INCOME
Investment income for the three months ended September 30, 1996 compared to
1995, increased $14,000 from $331,000 in 1995 to $345,000 in 1996. This
increase was due to a higher rate of return earned on a lower level of
investable cash. The average monthly balance of cash and marketable
securities during the third quarter decreased from $25.7 million in 1995 to
$24.5 million in 1996.
Investment income for the nine months ended September 30, 1996 compared to
1995, decreased $86,000 from $942,000 in 1995 to $856,000 in 1996 due
primarily to the inclusion of $100,000 of gains recognized on the sale of
marketable securities in 1995.
7
<PAGE> 8
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 used in operating activities for the nine months ended September
30, 1996 and 1995, was $1.9 million and less than $0.1 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 $31.4 million of deferred revenue at September 30, 1996,
approximately $28.4 million, or 90.5%, relates to tour departures which will
be completed by December 31, 1996. The balance of the deferred revenue,
$3.0 million, relates to deposits and payments for tour departures which
will be completed during 1997.
The Company paid cash dividends of $1,952,000 and purchased 173,600 shares
of its common stock from the open market for $1,404,000 during the nine
months ended September 30, 1996.
8
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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 did not file any reports on Form 8-K
during the quarter for which this reporT Was filed.
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: November 1, 1996 /s/ Michael A. DiRaimondo
-------------------------------------------------
(Michael A. DiRaimondo)
Senior Vice President and Chief Financial Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,290
<SECURITIES> 8,429
<RECEIVABLES> 759
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 32,733
<PP&E> 5,768
<DEPRECIATION> 3,630
<TOTAL-ASSETS> 43,399
<CURRENT-LIABILITIES> 38,631
<BONDS> 0
<COMMON> 53
0
0
<OTHER-SE> 4,168
<TOTAL-LIABILITY-AND-EQUITY> 43,399
<SALES> 69,177
<TOTAL-REVENUES> 70,033
<CGS> 59,827
<TOTAL-COSTS> 59,827
<OTHER-EXPENSES> 8,747
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,459
<INCOME-TAX> 525
<INCOME-CONTINUING> 934
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 934
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
