<PAGE> 1
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 MARCH 31, 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)
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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)
-------------------------------
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 5,109,850 shares of common stock outstanding at
April 30, 1998.
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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
MARCH 31,
1998 1997
----------------------------------------
(UNAUDITED)
<S> <C> <C>
Program revenues $ 26,719 $ 27,174
Cost of operations 21,601 22,023
---------- ----------
Gross profit 5,118 5,151
Selling, general and administrative 3,369 3,747
Depreciation and amortization 357 304
---------- ----------
Operating income 1,392 1,100
Investment income 148 201
Interest expense - (64)
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Income before provision for income taxes 1,540 1,237
Provision for income taxes 555 445
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Net income $ 985 $ 792
========== ==========
Basic net income per common share $ 0.19 $ 0.15
========== ==========
Weighted average number of common shares
outstanding (Basic EPS) 5,089 5,152
========== ==========
Diluted net income per common share $ 0.19 $ 0.15
========== ==========
Weighted average number of common shares
and equivalents outstanding (Diluted EPS) 5,172 5,153
========== ==========
See notes to consolidated financial statements.
</TABLE>
2
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<TABLE>
INTRAV, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,545 $ 5,951
Restricted cash 8,592 4,720
Restricted marketable securities 4,794 4,745
Prepaid program costs 5,429 7,182
Prepaid expenses 1,131 811
Deferred income taxes 716 716
Other current assets 1,715 1,241
----------- -----------
Total current assets 26,922 25,365
Property and equipment - net 35,525 26,198
Prepaid promotion costs and other assets 5,573 5,155
Other Assets 78 83
----------- -----------
Total $ 68,098 $ 56,801
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,699 $ 3,455
Accrued expenses 4,261 5,102
Deferred revenue 28,031 26,838
Deferred compensation - 1,451
----------- -----------
Total current liabilities 35,991 36,846
Deferred income taxes 6,988 6,988
Long-term debt 18,950 7,450
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, 5,100,850
shares in 1998 and 5,071,850 shares in 1997 53 53
Additional paid-in capital 22,190 22,231
Retained earnings (accumulated deficit) (14,313) (14,660)
Unrealized loss on marketable securities (3) (3)
----------- -----------
7,927 7,621
Less cost of common stock in treasury, 224,150
shares in 1998 and 253,150 in 1997 (1,758) (2,104)
----------- -----------
Total shareholders' equity 6,169 5,517
----------- -----------
Total $ 68,098 $ 56,801
=========== ===========
See notes to consolidated financial statements.
</TABLE>
3
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<TABLE>
INTRAV, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
1998 1997
---- ----
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 985 $ 792
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 357 304
Amortization of bond premium 6
Deferred income tax (4)
Changes in assets and liabilities which provided (used) cash:
Restricted cash (3,872) (810)
Prepaid expenses and other assets 1,015 3,555
Other current assets (474) 395
Accounts payable and accrued expenses (597) (2,627)
Deferred revenue 1,193 (1,024)
Deferred compensation (1,451) 72
--------- ---------
Net cash provided by (used in) operating activities (2,838) 653
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (9,680) (235)
Sales of marketable securities 2,500 779
Purchases of marketable securities (2,555) -
--------- ---------
Net cash provided by (used in) investing activities (9,735) 544
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit 11,500 -
Dividends paid (638) (644)
Proceeds from sale of treasury stock 305 -
Net cash (paid to) Windsor, Inc. - (427)
--------- ---------
Net cash provided by (used in) financing activities 11,167 (1,071)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,406) 126
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,951 6,670
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,545 $ 6,796
========= =========
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 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. These programs included cruises aboard its
subsidiary Clipper Cruise Line's 100-passenger M/V Nantucket Clipper and
138-passenger M/V Yorktown Clipper, (and beginning in April 1998, will include
cruises aboard its newly renovated 122-passenger, M/S Clipper Adventurer).
Also included were INTRAV's Around the World by Private Concorde as well as
other land and cruise programs to 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.
LONG-TERM DEBT
In February 1998, the Company amended the revolving credit facility and
increased permitted borrowings from $15 million to $20 million. As of March
31, 1998, the Company had outstanding borrowings of $18,950,000.
5
<PAGE> 6
DIVIDEND DECLARATION
On May 1, 1998, the Company declared a dividend of $0.125 per share, for
shareholders of record on May 29, 1998, to be paid on June 15, 1998.
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 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 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 March 31, 1998 compared to 1997,
decreased $0.5 million, or 1.9%, from $27.2 million in 1997 to $26.7 million
in 1998. The decrease in revenues was primarily attributable to a planned
reduction in the number of departures from the prior year.
COST OF OPERATIONS
Cost of operations for the three months ended March 31, 1998 compared to
1997, decreased $0.4 million, or 1.9%, from $22.0 million in 1997 to $21.6
million in 1998. Cost of operations decreased as a percentage of program
revenues from 81.0% in 1997 to 80.8% in 1998. This decrease was due
primarily to a $0.5 million decrease in promotional expenses from $4.5
million in 1997 to $4.0 million in 1998. As a percent of program revenues,
promotional expenses declined from 16.6% in 1997 to 14.9% in 1998.
GROSS PROFIT
Gross profit for the three months ended March 31, 1998 compared to 1997,
decreased $33 thousand, or 0.6%, from $5.151 million in 1997 to $5.118
million in 1998. As a percent of program revenues, gross profit increased
from 19.0% in 1997 to 19.2% in 1998.
6
<PAGE> 7
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses for the three months ended
March 31, 1998 compared to 1997, decreased $378 thousand, or 10.1%, from
$3.747 million in 1997 to $3.369 million in 1998. 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 13.8% in 1997 to 12.6% in 1998.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization, primarily relating to the Clipper Cruise Line
ships and internally developed software, for the three months ended March 31,
1998 compared to 1997, increased $53 thousand, or 17.4%, from $304 thousand
in 1997 to $357 thousand in 1998. Depreciation and amortization increased as
a percentage of program revenues from 1.1% in 1997 to 1.3% in 1998.
INVESTMENT INCOME
Investment income for the three months ended March 31, 1998 compared to 1997,
decreased $53 thousand from $201 thousand in 1997 to $148 thousand in 1998.
This decrease was due to a lower average interest rate (1998, 4.2%; 1997,
4.8%) and 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 monthly balance of cash and marketable securities during
the first quarter increased from $12.9 million in 1997 to $14.2 million in
1998.
INTEREST EXPENSE
Interest paid on amounts borrowed against the Company's $20.0 million
revolving credit facility, was $136 thousand for the three months ended March
31, 1998. However, the entire amount was capitalized as it related to the
conversion-in-progress of the M/S Clipper Adventurer. Consequently, there
was no interest expense recognized during the three months ended March 31,
1998. Interest expense in 1997 totaled $64 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, the sale of marketable
securities and draws made on the Company's $20.0 million revolving credit
facility.
Net cash provided by (used in) operating activities for the three months
ended March 31, 1998 and 1997 was ($2.8) million and $0.7 million,
respectively. Included in cash used in investing activities for the three
months ended March 31, 1998 was $9.2 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 not been
completed. Of the $28.0 million of deferred revenue at March 31, 1998,
approximately $18.3 million, or 65.4%, relates to tour and cruise departures
which will be completed by June 30, 1998.
The Company paid cash dividends of $638 thousand and issued 29 thousand
shares of its common stock from its treasury during the three months ended
March 31, 1998 in satisfaction of stock purchase options exercised by past
Company employees.
7
<PAGE> 8
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: May 4, 1998 /s/ Wayne L. Smith II
-------------------------------------------
Wayne L. Smith II
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
8
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 13,137
<SECURITIES> 4,794
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,922
<PP&E> 53,301
<DEPRECIATION> 17,776
<TOTAL-ASSETS> 68,098
<CURRENT-LIABILITIES> 35,991
<BONDS> 0
<COMMON> 53
0
0
<OTHER-SE> 7,874
<TOTAL-LIABILITY-AND-EQUITY> 68,098
<SALES> 26,719
<TOTAL-REVENUES> 26,867
<CGS> 21,601
<TOTAL-COSTS> 21,601
<OTHER-EXPENSES> 3,726
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,540
<INCOME-TAX> 555
<INCOME-CONTINUING> 985
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 985
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
</TABLE>
