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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, 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----------------
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 5,054,850 shares of common stock outstanding at
October 31, 1997.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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<TABLE>
INTRAV, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ --------------------
1997 1996 1997 1996
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Program revenues $36,423 $42,209 $87,502 $90,083
Cost of operations 29,806 34,230 70,721 72,725
------- ------- ------- -------
Gross profit 6,617 7,979 16,781 17,358
Selling, general and administrative 4,072 3,902 11,470 11,764
Depreciation and amortization 338 447 979 1,343
------- ------- ------- -------
Operating income 2,207 3,630 4,332 4,251
Investment income 293 482 743 1,266
Interest expense -- (504) (85) (1,484)
------- ------- ------- -------
Income before provision for income taxes 2,500 3,608 4,990 4,033
Provision for income taxes 900 1,298 1,796 1,451
------- ------- ------- -------
Net income $ 1,600 $ 2,310 $ 3,194 $ 2,582
======= ======= ======= =======
Net income per common share $ 0.32 $ 0.44 $ 0.63 $ 0.50
======= ======= ======= =======
Weighted average number of common shares
outstanding 5,074 5,192 5,113 5,209
======= ======= ======= =======
See notes to consolidated financial statements.
</TABLE>
2
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<TABLE>
INTRAV, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1997 1996
------------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,777 $ 6,670
Restricted cash 2,059 1,917
Marketable securities -- 776
Restricted marketable securities 4,730 4,751
Prepaid program costs 15,299 9,821
Prepaid expenses 1,732 868
Other current assets 1,145 1,520
-------- --------
Total current assets 33,742 26,323
Property and equipment - net 20,054 17,569
Prepaid promotion costs and other assets 6,776 8,702
-------- --------
Total $ 60,572 $ 52,594
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,470 $ 3,298
Accrued expenses 6,354 3,897
Deferred revenue 37,082 29,096
Income taxes payable 1,684 616
Due to affiliate -- 427
Deferred income taxes 2,402 2,404
-------- --------
Total current liabilities 49,992 39,738
Deferred compensation 1,318 1,012
Deferred income taxes 5,063 5,063
Long-term debt -- 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 5,325,000 shares; outstanding, 5,054,850
shares in 1997 and 5,151,600 shares in 1996 53 53
Additional paid-in capital 22,189 22,189
Retained earnings (accumulated deficit) (15,774) (17,055)
Unrealized loss on marketable securities (4) (2)
-------- --------
6,464 5,185
Less cost of common stock in treasury, 270,15
shares in 1997 and 173,400 in 1996 (2,265) (1,404)
-------- --------
Total shareholders' equity 4,199 3,781
-------- --------
Total $ 60,572 $ 52,594
======== ========
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
INTRAV, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------------
1997 1996
---- ----
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,194 $ 2,582
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 979 1,343
Amortization of bond premium 4 20
Amortization of deferred financing costs -- 12
Gain on sale of marketable securities (2) 1
Deferred income taxes (2) (1,012)
Changes in assets and liabilities which provided (used) cash:
Restricted cash (142) 342
Prepaid expenses and other assets (4,435) (9,637)
Other current assets 375 (159)
Accounts payable and accrued expenses 1,629 2,376
Deferred revenue 7,986 4,547
Deferred compensation 306 160
Income taxes payable 1,068 452
------- --------
Net cash provided by operating activities 10,960 1,027
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (3,446) (507)
Sales of marketable securities 2,776 14,514
Purchases of marketable securities (1,982) (10,499)
------- --------
Net cash (used in) provided by investing activities (2,652) 3,508
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (3,000) (351)
Dividends paid (1,913) (1,952)
Purchase of treasury stock (861) (1,404)
Net cash received from (paid to) Windsor, Inc. (427) --
------- --------
Net cash used in financing activities (6,201) (3,707)
------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,107 828
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,670 12,178
------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,777 $ 13,006
======= ========
See notes to consolidated financial statements.
</TABLE>
4
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INTRAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
DESCRIPTION OF BUSINESS
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, INTRAV acquired all the outstanding common stock of
Clipper Cruise Line ("Clipper") 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, marketer and operator of domestic and
international small ship adventure cruises. Contrary to INTRAV, Clipper's
programs are primarily marketed through U.S. tour operators and retail travel
agents. A small part of its programs are marketed through sponsoring
"affinity groups,". Similar to 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 October 31, 1997, the Company declared a dividend of $0.125 per share, for
shareholders of record on November 28, 1997, to be paid on December 15, 1997.
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
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allow. Such repurchased shares may be used to fund the Company's stock option
plan. As of September 30, 1997, the Company had purchased 270,250 shares.
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 of 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, 1997 compared to
1996, decreased $5.8 million, or 13.7%, from $42.2 million in 1996 to $36.4
million in 1997. This decrease was due to 1,581 fewer travelers,
representing a 16.0% decrease, from 9,905 travelers in 1996 to 8,324
travelers in 1997. The decrease in travelers was primarily attributable to
two travel programs that generated fewer travelers in 1997 than in 1996. The
average revenue per traveler increased $115, representing a 2.7% increase,
from $4,261 in 1996 to $4,376 in 1997.
Program revenues for the nine months ended September 30, 1997 compared to
1996, decreased $2.6 million, or 2.9%, from $90.0 million in 1996 to $87.5
million in 1997. This decrease was due to the 2,229 fewer travelers
representing a 10.1% decrease, from 22,168 in 1996 to 19,939 in 1997. The
reduction in travelers is primarily due to the two programs referred to
above. This decrease was partially offset by an increase in the average
revenue per traveler of $325, or 8.0%, from $4,063 in 1996 to $4,388 in 1997.
COST OF OPERATIONS
Cost of operations for the three months ended September 30, 1997 compared to
1996, decreased $4.4 million, or 12.9%, from $34.2 million in 1996 to $29.8
million in 1997. This decrease reflects the decreased level of program costs
resulting from fewer travelers. Cost of operations increased as a percentage
of program revenues from 81.1% in 1996 to 81.8% in 1997. This increase was
due to the increase in promotional expenses as a percent of revenue, from
13.9% in 1996 to 15.8% in 1997.
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Cost of operations for the nine months ended September 30, 1997 compared to
1996, decreased $2.0 million, or 2.8%, from $72.7 million in 1996 to $70.7
million in 1997. The decrease reflects the decrease in travelers. The
average cost per traveler increased $266, from $3,280 in 1996 to $3,546 in
1997, resulting from an increase in promotional cost. Cost of operations
increased as a percentage of revenues from 80.7% in 1996 to 80.8% in 1997.
GROSS PROFIT
Gross profit for the three months ended September 30, 1997 compared to 1996,
decreased $1.4 million, or 17.1%, from $8.0 million in 1996 to $6.6 million
in 1997, as a result of decreased program revenues and higher relative
operating costs in 1997. Gross profit decreased as a percentage of program
revenues from 18.9% in 1996 to 18.2% in 1997.
Gross profit for the nine months ended September 30, 1997 compared to 1996,
decreased $0.6 million, or 3.3%, from $17.4 million in 1996 to $16.8 million
in 1997, as a result of decreased program revenues and higher relative
promotional costs in 1997. Gross profit as a percentage of program revenues
decreased from 19.3% in 1996 to 19.2% in 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses for the three months ended
September 30, 1997 compared to 1996, increased $0.2 million, or 4.3%, from
$3.9 million in 1996 to $4.1 million in 1997. This increase was primarily due
to severance pay expense for two senior executives who departed in the third
quarter of 1997. Selling, general and administrative expenses increased as a
percentage of program revenues from 9.2% for 1996 to 11.2% in 1997.
Selling, general, and administrative expenses for the nine months ended
September 30, 1997 compared to 1996, decreased $0.3 million, or 2.5%, from
$11.8 million in 1996 to $11.5 million in 1997. This decrease was primarily
due to lower incentive compensation and credit card fees and was partially
offset by increased severance pay expense. Selling, general, and
administrative expenses were unchanged as a percentage of program revenues,
13.1% in 1996 and 1997.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization, primarily relating to the Clipper Cruise Line
ships and internally developed software, for the three months ended September
30, 1997 compared to 1996, decreased $110,000, or 24.6%, from $448,000 in
1996 to $338,000 in 1997. Depreciation and amortization decreased as a
percentage of program revenues from 1.1% in 1996 to 0.9% in 1997.
Depreciation and amortization for the nine months ended September 30, 1997
compared to 1996, decreased $364,000, or 27.1%, from $1,343,000 in 1996 to
$979,000 in 1997. This decrease was primarily due to reduced depreciation
resulting from a change in the estimated useful lives of the Clipper Cruise
Line ships. The change in estimated useful lives of the Clipper ships was
made, by management , at the completion of the appraisals of the Clipper
ships, which were performed in connection with INTRAV's acquisition of
Clipper. The effect of the change in the estimated useful lives of the
Clipper ships was to decrease depreciation expense for the three months and
nine months ended September 30, 1997 by approximately $156,000 and $467,000,
respectively. The effect of the change in the estimated useful lives of the
ships on net income and net income
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per common share for the three months and nine months ended September 30, 1997
was an increase of $100,000 and $0.02 and $300,000 and $0.06, respectively.
Depreciation and amortization decreased as a percentage of program revenues from
1.5% in 1996 to 1.1% in 1997.
INVESTMENT INCOME
Investment income for the three months ended September 30, 1997 compared to
1996, decreased $189,000 from $482,000 in 1996 to $293,000 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 and Clipper's
acquisition of a third ship, which was completed at the end of June 1997.
The average monthly balance of cash and marketable securities during the
third quarter decreased from $35.7 million in 1996 to $20.0 million in 1997.
Investment income for the nine months ended September 30, 1997 compared to
1996, decreased $523,000, from $1,266,000 in 1996 to $743,000 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, was $0 for the three months ended
September 30, 1997. The 1996 amount totaled $504,000, 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 nine months ended September 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 $1,484,000
on the borrowings referred to above.
LIQUIDITY AND CAPITAL RESOURCES
The Company funded its operations, capital expenditures, dividend payments
and treasury stock purchases through cash flows generated from operations.
Net cash provided by operating activities for the nine months ended September
30, 1997 and 1996 was $11.0 million and $1.0 million, respectively. Included
in cash used in investing activities for the nine months ended September 30,
1997 was $2.7 million to fund the purchase of the new ship, M/V Clipper
Adventurer.
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 $37.1
million of deferred revenue at September 30, 1997, approximately $32.1
million, or 86.5%, relates to tour departures which will be completed by
December 31, 1997.
As of October 31, 1997 the Company had received a commitment from its lender
to increase its revolving credit facility from $10.0 million to $15.0
million, extend the term to December 31, 2000 and reduce the interest rate
and fees. It is the Company's intention to fund the purchase and
rehabilitation of the M/V Clipper Adventurer from the proceeds of its
revolving credit facility to the extent necessary.
The Company paid cash dividends of $1.9 million and purchased 96,850 shares
of its common stock from the open market during the nine months ended
September 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) None.
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.
INTRAV, INC.
(Registrant)
Date: November 6, 1997 /s/ Wayne L. Smith II
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Wayne L. Smith II
Executive Vice President and Chief Financial
Officer
(Principal Financial Officer)
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<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000942317
<NAME> INTRAV, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 10,836
<SECURITIES> 4,730
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,742
<PP&E> 37,226
<DEPRECIATION> 17,172
<TOTAL-ASSETS> 60,572
<CURRENT-LIABILITIES> 49,992
<BONDS> 0
<COMMON> 53
0
0
<OTHER-SE> 4,146
<TOTAL-LIABILITY-AND-EQUITY> 60,572
<SALES> 87,502
<TOTAL-REVENUES> 88,245
<CGS> 70,721
<TOTAL-COSTS> 70,721
<OTHER-EXPENSES> 12,449
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<INCOME-TAX> 1,796
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