<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
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 JUNE 30, 1998
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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)
----------------------------------
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)
----------------------------------
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 / /
----------------------------------
The Company had 5,144,850 shares of common stock outstanding at July 31, 1998.
<PAGE> 2
<TABLE>
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------------------------------------------
INTRAV, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except earnings per share)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
1998 1997 1998 1997
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Program revenues $ 22,057 $ 23,905 $ 48,776 $ 51,079
Cost of operations 16,615 18,892 38,216 40,915
--------- --------- --------- ---------
Gross profit 5,442 5,013 10,560 10,164
Selling, general and administrative 3,482 3,651 6,852 7,398
Depreciation and amortization 513 338 869 642
--------- --------- --------- ---------
Operating income 1,447 1,024 2,839 2,124
Investment income 290 248 438 450
Interest expense (263) (21) (263) (85)
--------- --------- --------- ---------
Income before provision for income taxes 1,474 1,251 3,014 2,489
Provision for income taxes 531 450 1,085 896
--------- --------- --------- ---------
Net income $ 943 $ 801 $ 1,929 $ 1,593
--------- --------- --------- ---------
Basic earnings per share of stock:
Earnings per share $ 0.18 $ 0.16 $ 0.38 $ 0.31
--------- --------- --------- ---------
Weighted average number of shares
outstanding 5,112 5,114 5,101 5,133
--------- --------- --------- ---------
Diluted earnings per share of stock:
Earnings per share $ 0.18 $ 0.16 $ 0.37 $ 0.31
--------- --------- --------- ---------
Weighted average number of shares
outstanding 5,240 5,124 5,212 5,139
--------- --------- --------- ---------
See notes to consolidated financial statements.
</TABLE>
2
<PAGE> 3
<TABLE>
INTRAV, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 1998 1997
----------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,840 $ 5,951
Restricted cash 18,360 4,720
Restricted marketable securities 4,790 4,745
Prepaid program costs 12,950 7,182
Prepaid expenses 947 811
Deferred income taxes 716 716
Other current assets 1,808 1,240
--------- ---------
Total current assets 45,411 25,365
Property and equipment - net 36,282 26,198
Prepaid promotion costs 5,763 5,155
Other Assets 75 83
--------- ---------
Total $ 87,531 $ 56,801
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,737 $ 3,455
Accrued expenses 5,938 5,102
Deferred revenue 51,133 26,838
Deferred compensation - 1,451
--------- ---------
Total current liabilities 60,808 36,846
Deferred income taxes 6,988 6,988
Long-term debt 12,800 7,450
Shareholders' equity:
Preferred stock, $.01 par value - authorized, 5,000,000
shares; issued and outstanding, none - -
Common stock, $.01 par value; 20,000,000 shares
authorized; 5,325,000 shares issued and 5,144,850 and
5,071,850 shares outstanding as of June 30, 1998 and
December 31, 1997, respectively 53 53
Additional paid-in capital 22,186 22,228
Retained earnings (accumulated deficit) (14,008) (14,660)
--------- ---------
8,231 7,621
Less cost of common stock in treasury - 180,150
shares at June 30, 1998 and 253,150 at December 31, 1997 (1,296) (2,104)
--------- ---------
Total shareholders' equity 6,936 5,517
--------- ---------
Total $ 87,531 $ 56,801
========= =========
See notes to consolidated financial statements.
</TABLE>
3
<PAGE> 4
<TABLE>
INTRAV, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------------
1998 1997
---- ----
(UNAUDITED)
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES: <C>
Net income $ 1,929 $ 1,593
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 869 642
Amortization of bond premium 10
Deferred income tax (4)
Changes in assets and liabilities which provided (used) cash:
Restricted cash (13,641) (7,262)
Prepaid expenses and other assets (6,504) (1,992)
Other current assets (567) 435
Accounts payable and accrued expenses 1,118 (582)
Deferred revenue 24,295 15,307
Deferred compensation (1,451) 144
--------- ---------
Net cash provided by operating activities 6,058 8,281
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (10,953) (2,773)
Sales of marketable securities 2,500 798
Purchases of marketable securities (2,555) -
--------- ---------
Net cash used in investing activities (11,008) (1,975)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility 11,500 -
Payments on revolving credit facility (6,150) (3,000)
Dividends paid (1,277) (1,281)
Proceeds from sale of (purchase of) treasury stock 766 (513)
Net cash paid to Windsor, Inc. - (427)
--------- ---------
Net cash provided by (used in) financing activities 4,839 (5,221)
--------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (111) 1,085
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,951 6,670
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,840 $ 7,755
--------- ---------
See notes to consolidated financial statements.
</TABLE>
4
<PAGE> 5
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INTRAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
DESCRIPTION OF BUSINESS
INTRAV, Inc. ("INTRAV" or the "Company") is a leading operator of deluxe,
escorted travel programs and cruises. Its programs and cruises are designed
to attract affluent, well-educated individuals desiring first-class travel
and cruise experiences. In 1997, INTRAV offered and operated 82 travel
programs with 305 departures. Its programs include cruises aboard its
subsidiary Clipper Cruise Line's 100-passenger M/V Nantucket Clipper and
138-passenger M/V Yorktown Clipper, and as of April 1998, cruises aboard its
newly renovated 122-passenger, M/S Clipper Adventurer. Also included are
INTRAV's Around the World by Private Concorde and L1011 Jet programs as well
as other land and cruise programs in Europe, Asia, Africa, Australia,
Antarctica, the Caribbean and South America. Since 1959, over 400,000
travelers have participated in INTRAV's worldwide travel programs and
cruises.
The tour and cruise industry in the U.S. comprises wholesale tour operators
and cruise operators which package tours and cruises using retail travel
agency outlets as their primary distribution system. INTRAV, however, has
historically functioned as a designer, packager and retailer of its own
products, marketing to "affinity groups" in the educational, cultural and
professional market, i.e., university alumni associations, museums, medical
associations, etc., through the use of direct mail.
The increased costs of postage, paper and printing, and the deteriorating
direct-mail conversions of promotions sponsored by affinity groups warranted
an adjustment in INTRAV's marketing strategy to include distribution through
retail travel agents. With the acquisition of Clipper Cruise Line, Inc., and
related companies on December 31, 1996, INTRAV was able to utilize Clipper's
established travel agent relationships to market to the general public,
without losing its established position in the affinity group market.
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, 1997
contained in the Company's Annual Report on Form 10-K, dated March 27, 1998,
as filed with the Securities and Exchange Commission. Results of operations
for the six months ended June 30, 1998 are not necessarily indicative of the
results which may be expected for the full year ending December 31, 1998.
LONG-TERM DEBT
In February 1998, the Company amended the revolving credit facility to
increase permitted borrowings from $15 million to $20 million. As of June
30, 1998, the Company had outstanding borrowings of $12,800,000.
5
<PAGE> 6
DIVIDEND DECLARATION
On August 3, 1998, the Company declared a regular quarterly dividend of
$0.125 per share, for shareholders of record on August 31, 1998, to be paid
on September 15, 1998. On May 1, 1998, the Company declared a regular
quarterly dividend of $0.125 per share, for shareholders of record on May 29,
1998, paid on June 15, 1998.
On August 1, 1997, the Company declared a regular quarterly dividend of
$0.125 per share, for shareholders of record on August 29, 1997, paid on
September 15, 1997. On May 1, 1997, the Company declared a regular quarterly
dividend of $0.125 per share, for shareholders of record on May 30, 1997,
paid on June 16, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
- ------------------------------------------------------------------------------
GENERAL
The Company generally recognizes the revenues and related costs of operations
upon the completion of each tour or cruise departure. The actual results
reflect the timing of the completion of such 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 comparable quarters or be indicative of the results of
operations for the full 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 June 30, 1998 compared to the
second quarter of 1997, decreased $1.8 million, or 7.5%, from $23.9 million
to $22.1 million. The decrease in revenues was primarily attributable to a
lower average revenue per traveler from $5,004 in 1997 to $4,562 in 1998 due
to a change in the mix of programs offered. This decrease resulted primarily
from the absence of a private jet charter program, Circle Pacific South in
the second quarter 1998, which the Company operated in the second quarter of
1997 at a price of $30,800 per passenger.
Program revenues for the six months ended June 30, 1998 compared to the first
six months of 1997 decreased $2.3 million, or 4.5% from $51.1 million to
$48.8 million. This decrease was due primarily to 779 fewer travelers
representing a 6.7% decrease, from 11,615 in 1997 to 10,836 in 1998 as the
Company reduced certain low margin programs. This was partially offset by an
increase in the average revenue per traveler of $103, from $4,398 in 1997 to
$4,501 in 1998.
6
<PAGE> 7
COST OF OPERATIONS
Cost of operations for the three months ended June 30, 1998 compared to the
second quarter of 1997, decreased $2.3 million, or 12.2%, from $18.9 million
to $16.6 million. Cost of operations decreased as a percentage of program
revenues from 79.0% in 1997 to 75.3% in 1998. This decrease was primarily
attributable to the decline in the average cost per traveler, from $3,955 in
1997 to $3,436 in 1998, as the Company replaced its lower margin programs
with higher margin programs. Furthermore, the Company has been focusing on
improving its return on promotional expenditures. Consequently, promotional
expenses declined from $3.5 million in 1997 to $3.0 million in 1998. As a
percentage of program revenues, promotional expenses declined from 14.7% in
1997 to 13.5% in 1998.
Cost of operations for the six months ended June 30, 1998 compared to the
corresponding period of 1997 decreased $2.7 million, or 6.6% from $40.9
million to $38.2 million. Cost of operations decreased as a percentage of
revenues from 80.1% in 1997 to 78.4% in 1998. Program costs and promotional
expenses declined both in aggregate and as a percentage of revenues due to
the Company's focus on higher margin programs and more effective promotional
expenditures.
GROSS PROFIT
Gross profit for the three months ended June 30, 1998 compared to the second
quarter of 1997, increased $0.4 million, or 8.0%, from $5.0 million to $5.4
million. Gross profit as a percentage of program revenues, increased from
21.0% in 1997 to 24.7% in 1998.
Gross profit for the six months ended June 30, 1998 compared to the
corresponding period of 1997 increased $0.4 million or 3.9% from $10.2
million to $10.6 million. Gross profit as a percentage of program revenues
increased from 19.9% in 1997 to 21.6 % in 1998. The increase in gross
profits and gross profit margins for both the second quarter and six months
was attributable to the Company's focus on higher margin travel programs and
increasing the number of travelers per promotional dollar expended.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three months ended June
30, 1998 compared to the second quarter of 1997, decreased $0.2 million, or
5.4%, from $3.7 million to $3.5 million. This decrease was primarily due to
reductions in salary, incentive compensation and credit card fee expenses.
Selling, general and administrative expenses increased as a percentage of
program revenues from 15.3% in 1997 to 15.8% in 1998 as a result of lower
revenues.
Selling, general and administrative expenses for the six months ended June
30, 1998 compared to the corresponding period of 1997, decreased $0.5
million, or 6.8%, from $7.4 million to $6.9 million. This decrease was
primarily due to reductions in salary, incentive compensation, and credit
card fee expenses. Selling, general and administrative expenses decreased as
a percentage of program revenues from 14.5% in 1997 to 14.0% in 1998. The
reductions in the expenses in both the second quarter and six months resulted
primarily from realizing the cost advantages of integrating the Clipper
Cruise Line operations within INTRAV.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization, primarily relating to the Clipper Cruise Line
ships and internally developed software, for the three months ended June 30,
1998 compared to the second quarter of 1997, increased $175
7
<PAGE> 8
thousand, or 51.8%, from $338 thousand to $513 thousand. Depreciation and
amortization increased as a percentage of program revenues from 1.4% in 1997
to 2.3% in 1998.
Depreciation and amortization, for the six months ended June 30, 1998
compared to the corresponding period of 1997, increased $227 thousand, or
35.4%, from $642 thousand to $869 thousand. Depreciation and amortization
increased as a percentage of program revenues from 1.3% in 1997 to 1.8% in
1998. This increase in both the second quarter and the six months was
primarily related to the introduction of the M/S Clipper Adventurer in April
1998 at a total cost of $17.7 million.
INVESTMENT INCOME
Investment income for the three months ended June 30, 1998 compared to the
second quarter of 1997, increased $42 thousand from $248 thousand to $290
thousand. This increase was due to a higher average interest rate (1998,
5.0%; 1997, 4.7%) and higher level of investable funds. The average monthly
balance of cash and marketable securities during the second quarter increased
from $20.9 million in 1997 to $23.3 million in 1998.
Investment income for the six months ended June 30, 1998 compared to the
corresponding period of 1997, decreased $12 thousand from $450 thousand to
$438 thousand. This decrease was attributable to the non-reoccurrence of
interest received from the tax audit for the years 1992 to 1994 that was
included in the first quarter 1997 investment income. The average interest
rate was 4.8% in 1998, and 5.5% in 1997. The average monthly balance of cash
and marketable securities during the first six months increased from $16.3
million in 1997 to $18.1 million in 1998.
INTEREST EXPENSE
Interest accrued on amounts borrowed against the Company's $20.0 million
revolving credit facility, was $293 thousand for the three months ended June
30, 1998. However, $30 thousand of this amount was capitalized as it related
to the conversion-in-progress of the M/S Clipper Adventurer. Consequently,
interest expensed in the second quarter of 1998 was $263 thousand. Interest
expense in the second quarter of 1997 totaled $21 thousand and represented
interest paid on amounts borrowed to acquire Clipper Cruise Line on December
31, 1996.
Interest accrued for the six months ended June 30, 1998 was $533 thousand.
However, $270 thousand of this amount was capitalized as it related to the
conversion-in-progress of the M/S Clipper Adventurer. Interest expensed in
the year-to-date period of 1998 was $263 thousand. Interest expense in the
first six months of 1997 totaled $85 thousand and represented interest paid
on amounts borrowed to acquire Clipper Cruise Line on December 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company funded its operations, capital expenditures, and dividend
payments through cash flows generated from operations and draws made on the
Company's $20.0 million revolving credit facility.
Net cash provided by operating activities for the six months ended June 30,
1998 and 1997 was $6.1 million and $8.3 million, respectively. Included in
cash used in investing activities for the six months ended June 30, 1998 was
$10.3 million to fund the renovation of the M/S Clipper Adventurer.
The Company recognizes program revenues as income upon the completion of each
tour and cruise departure. Deferred revenue balances consist of amounts
received from travelers for tour and cruise departures which have
8
<PAGE> 9
not been completed. Of the $51.1 million of deferred revenue at June 30,
1998, approximately $32.7 million, or 64.0%, related to tour and cruise
departures which will be completed by September 30, 1998.
The Company paid cash dividends of $1.3 million but raised $766 thousand of
cash proceeds from issuing 73 thousand shares of common stock from its
treasury during the six months ended June 30, 1998 in satisfaction of stock
purchase options exercised by past Company employees.
***
The statements contained in this report that are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, demand for the Company's travel programs, unforeseen natural or
political events and other risks or uncertainties as detailed in the
Company's Securities and Exchange Commission filings.
9
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
- ------------------------------------------------------------------------------
(a) The Annual Meeting of Shareholders was held on May 21, 1998.
(b) The following directors were elected at the Annual Meeting of
Shareholders:
John B. Biggs, Jr.
Barney A. Ebsworth
The following directors continued their term of office after the
Annual Meeting of Shareholders:
William H. T. Bush
Wayne L. Smith II
Paul H.Duynhouwer
Robert H. Chapman
(c) The following nominees for election as director received the votes
indicated:
<TABLE>
<CAPTION>
For Withheld Abstain
--- -------- -------
<S> <C> <C> <C>
John B. Biggs, Jr. 4,962,846 3,910 0
Barney A. Ebsworth 4,959,646 7,110 0
</TABLE>
The proposal to amend the 1995 Incentive Stock Plan (i) to increase
the maximum number of shares that may be issued under the Plan from
500,000 to 750,000, and (ii) to limit the maximum number of shares
which may be issued under the Plan to any participant to 500,000
was approved by the vote indicated:
For: 4,887,298
Against: 79,458
Broker non-votes: 0
Abstain: 0
10
<PAGE> 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------------------------------------------
(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: August 4, 1998 /s/ Wayne L. Smith II
------------------------------------
Wayne L. Smith II
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 24,220
<SECURITIES> 4,790
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45,411
<PP&E> 54,567
<DEPRECIATION> 18,285
<TOTAL-ASSETS> 87,531
<CURRENT-LIABILITIES> 60,808
<BONDS> 0
<COMMON> 53
0
0
<OTHER-SE> 6,882
<TOTAL-LIABILITY-AND-EQUITY> 87,531
<SALES> 48,776
<TOTAL-REVENUES> 49,214
<CGS> 38,216
<TOTAL-COSTS> 38,216
<OTHER-EXPENSES> 7,721
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 263
<INCOME-PRETAX> 3,014
<INCOME-TAX> 1,085
<INCOME-CONTINUING> 1,929
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,929
<EPS-PRIMARY> .38
<EPS-DILUTED> .37
</TABLE>
