<PAGE>
<PAGE>
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 MARCH 31, 1999
--------------
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
--------------------------------
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)
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 5,114,200 shares of common stock outstanding at April
30, 1999.
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------------------------------------------------
<TABLE>
INTRAV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in thousands except per share data)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1999 1998
------- -------
<S> <C> <C>
Revenues $25,874 $26,719
Cost of operations 19,986 21,601
------- -------
Gross profit 5,888 5,118
Selling, general and administrative 3,942 3,369
Depreciation and amortization 721 357
------- -------
Operating income 1,225 1,392
Investment income 130 148
Interest expense (315) -
------- -------
Income before provision for income taxes 1,040 1,540
Provision for income taxes 374 555
------- -------
Net income $ 666 $ 985
======= =======
Basic earnings per share of common stock $ 0.13 $ 0.19
------- -------
Weighted average number of common shares
outstanding 5,119 5,089
------- -------
Diluted earnings per share of common stock $ 0.13 $ 0.19
------- -------
Weighted average number of common shares
outstanding 5,261 5,172
------- -------
See accompanying notes to consolidated financial statements.
</TABLE>
2
<PAGE>
<PAGE>
<TABLE>
INTRAV, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands except share data)
<CAPTION>
MARCH 31, DECEMBER 31,
-------------------------
ASSETS 1999 1998
---------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,314 $ 845
Restricted cash 9,175 10,582
Restricted marketable securities - 4,025
Prepaid program costs 8,946 8,348
Other current assets 3,451 2,818
-------- --------
Total current assets 22,886 26,618
Property and equipment - net 54,202 54,655
Prepaid promotion costs 5,281 4,961
Other assets 373 324
-------- --------
Total $ 82,742 $ 86,558
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,333 $ 5,347
Accrued expenses 5,734 6,606
Note payable 5,500 5,500
Deferred revenue 37,503 29,836
-------- --------
Total current liabilities 53,070 47,289
-------- --------
Deferred income taxes 7,867 7,867
-------- --------
Long-term debt 12,000 20,800
-------- --------
Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000
shares authorized; issued and outstanding
- none - -
Common stock, $0.01 par value; 20,000,000
shares authorized; issued - 5,325,000 shares;
outstanding - 5,114,200 shares in 1999 and
5,155,450 shares in 1998 53 53
Additional paid-in capital 22,694 22,694
Accumulated deficit (10,422) (10,449)
-------- --------
Total 12,325 12,298
Treasury stock - at cost; 210,800 and 169,550
shares of common stock in 1999 and 1998 (2,520) (1,696)
-------- --------
Total shareholders' equity 9,805 10,602
-------- --------
Total $ 82,742 $ 86,558
======== ========
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
<PAGE>
<TABLE>
INTRAV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1999 1998
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 666 $ 985
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 721 357
Amortization of bond premium - 6
Changes in assets and liabilities which
provided (used) cash:
Restricted cash 1,407 (3,872)
Prepaid expenses and other assets (967) 1,015
Other current assets (633) (474)
Accounts payable and accrued expenses (1,886) (2,048)
Deferred revenue 7,667 1,193
-------- -------
Net cash provided by (used in)
operating activities 6,975 (2,838)
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (268) (9,680)
Proceeds from sales of marketable securities 4,025 2,500
Purchases of marketable securities - (2,555)
-------- -------
Net cash provided by (used in)
investing activities 3,757 (9,735)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (payments) of long-term debt (8,800) 11,500
Purchase of common stock for treasury (824) -
Proceeds from sale of treasury stock - 305
Dividends paid (639) (638)
-------- -------
Net cash (used in) provided by
financing activities (10,263) 11,167
-------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 469 (1,406)
CASH AND CASH EQUIVALENTS,
BEGINNING OF QUARTER 845 5,951
-------- -------
CASH AND CASH EQUIVALENTS,
END OF QUARTER $ 1,314 $ 4,545
======== =======
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
<PAGE>
- ------------------------------------------------------------------------
INTRAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Intrav, Inc. ("INTRAV" or the "Company") designs, markets and operates
deluxe, escorted, worldwide travel programs and cruises. The Company
provides a diverse offering of programs primarily to affluent, well-
educated, mature individuals in the United States who desire substantive
travel experiences. Its small cruise ship programs allow its travelers
to visit secluded places of natural beauty and cultural interest aboard
four Company owned and operated ships and others that it charters. The
Company also offers programs that use privately chartered jet aircraft,
which allow its travelers to visit locations not as conveniently or
comfortably served by commercial airlines.
In December 1996, the Company acquired Clipper Cruise Line, Inc.
("Clipper") which offered cruise programs in the United States, Central
America and the Caribbean Islands on its two small cruise ships, the M/V
Nantucket Clipper and the M/V Yorktown Clipper. The acquisition of
Clipper provided the Company with additional products and expertise in
the small-ship cruise market and expanded its distribution capabilities
through Clipper's travel agent network. Since the Clipper acquisition,
the Company has expanded its small-ship programs through the acquisition
of two additional small cruise ships, the M/S Clipper Adventurer, which
began operations in April 1998, and the M/S Clipper Odyssey, which it
will begin operating in November 1999.
The acquisition of Clipper in 1996 from Windsor, Inc., a company
controlled by Barney A. Ebsworth, the Company's founder, Chairman of the
Board and majority shareholder, included a Stock Purchase Agreement with
an initial payment of approximately $9,900 and the assumption of
indebtedness of $5,500 owed by Clipper to Windsor, with an additional
$213 paid to Windsor during 1997. Additional consideration of up to
$3,000 may be paid to the extent the cumulative net cruise revenues (as
defined), of Clipper exceed $70,000 in the period January 1, 1997
through December 31, 2000. Net cruise revenues (as defined) were
$64,145 through March 31, 1999. Due to the common ownership and control
of Mr. Ebsworth over both INTRAV and Clipper, the acquisition has been
accounted for in a manner similar to the 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 prior to
the acquisition.
ACCOUNTING POLICIES
Interim Adjustments - 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, 1998
contained in the Company's Annual Report on Form 10-K, dated March 31,
1999, as filed with the Securities and Exchange Commission. Results of
operations for the
5
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<PAGE>
three months ended March 31, 1999 are not necessarily indicative of the
results which may be expected for the full year ending December 31,
1999.
Earnings Per Share of Stock - Basic earnings per share of stock is
computed using the weighted average number of common shares outstanding
during the applicable period. Diluted earnings per share of stock is
computed using the weighted average number of common shares outstanding
and common stock equivalents (outstanding stock options). Weighted
average shares of common stock and common stock equivalents used in the
calculation of basic and diluted earnings per share are summarized as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1999 1998
----- -----
<S> <C> <C>
Weighted average number of common shares
outstanding (Basic EPS) 5,119 5,089
Stock option equivalents 142 83
----- -----
Weighted average number of common shares and
equivalents outstanding (Diluted EPS) 5,261 5,172
===== =====
</TABLE>
Stock option equivalents included in the diluted earnings per share
calculation were determined using the treasury stock method. Under the
treasury stock method and Statement of Financial Accounting Standards
No. 128 ("SFAS 128"), outstanding stock options are dilutive when the
average market price of the Company's common stock exceeds the option
price during a period. In addition, proceeds from the assumed exercise
of dilutive options along with the related tax benefit are assumed to be
used to repurchase common shares at the average market price of such
stock during the period.
6
<PAGE>
<PAGE>
LONG-TERM DEBT
The Company has a $30,000 revolving credit facility agreement with
NationsBank, N.A. which expires on November 1, 2003. The agreement
includes provisions for periodic reductions of the available amount to
$15,000. The Company had outstanding borrowings of $12,000 as of March
31, 1999.
DIVIDEND DECLARATION
On May 3, 1999, the Company declared a regular quarterly dividend of
$0.125 per share, for shareholders of record on May 28, 1999, to be paid
June 15, 1999.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
- ------------------------------------------------------------------------
GENERAL
The Company recognizes the revenues and related costs of operations as
services are provided, generally upon completion of a tour; however,
revenues for certain significant or long duration tours are recognized
on a proportionate basis based on number of days traveled.
Revenues include revenues from the sale of base travel programs, as well
as optional products and services, including sightseeing, program
extensions, 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 for each program and promotional
expenses, including commissions paid to travel agents and others.
REVENUES
Revenues for the three months ended March 31, 1999 compared to the first
quarter of 1998, declined $0.8 million, or 3.2%, from $26.7 million to
$25.9 million. The decrease in revenues was primarily attributable to a
decline in the number of travelers from 6,001 in 1998 to 4,926 in 1999
due primarily to our systematic reduction of big-ship programs offered.
The average revenue per traveler actually increased $801, from $4,452 in
1998 to $5,253 in 1999 due to a higher percentage of revenues, derived
from small-ship programs replacing certain big-ship programs. Revenues
included $0.4 million of charter hire revenue pertaining to our bareboat
charter of the M/S Clipper Odyssey to Spice Islands Cruises Ltd., former
owner of the M/S Clipper Odyssey.
7
<PAGE>
<PAGE>
The following table presents for the periods indicated, the Company's
revenues by mode of transportation:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1999 1998
------- -------
(in thousands)
<S> <C> <C>
Small Ships $15,670 $13,438
Private Jets 2,965 3,009
Big Ships 4,566 8,753
Other 2,673 1,519
------- -------
Total $25,874 $26,719
======= =======
</TABLE>
COST OF OPERATIONS
Cost of operations for the three months ended March 31, 1999 compared to
the first quarter of 1998, declined $1.6 million, or 7.5%, from $21.6
million to $20.0 million. This decrease was primarily attributable to
the reduced number of travelers mentioned above. Cost of operations
declined as a percentage of revenues from 80.8% in 1998 to 77.2% in 1999
due primarily to the Company's reducing its lower yielding big-ship
cruise programs, increasing its higher margin small-ship programs and
focusing on improving the effectiveness of its promotional expenditures.
As a result of the latter, promotional expenses decreased $0.5 million,
from $4.0 million in 1998 to $3.5 million in 1999. Promotional expenses
as a percentage of revenues declined from 14.9% in 1998 to 13.7% in
1999.
GROSS PROFIT
Gross profit for the three months ended March 31, 1999 compared to the
first quarter of 1998, increased $0.8 million, or 15.0%, from $5.1
million to $5.9 million. Gross profit as a percentage of program
revenues, increased from 19.2% in 1998 to 22.8% in 1999. The increase
in gross profit and gross profit margin was attributable to the
Company's continued focus on higher margin travel programs, the M/S
Clipper Odyssey charter hire revenue and the decline in promotional
expenses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three months ended
March 31, 1999 compared to the first quarter of 1998 increased $0.6
million, or 17.0%, from $3.4 million to $3.9 million. This increase was
primarily attributable to additional administrative personnel associated
with the M/S Clipper Adventurer and the anticipated start-up of the
Clipper Odyssey and additional selling expenses associated with the
Millennium trips (special trips scheduled to include the period December
31, 1999 and January 1, 2000). Selling, general and administrative
expenses increased as a percentage of revenues from 12.6% in 1998 to
15.2% in 1999 as a result of lower revenues and the additional personnel
and selling expenses.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization, primarily relating to the Company-owned
cruise ships and internally developed software, for the three months
ended March 31, 1999 compared to the first quarter of 1998, increased
$0.4 million, or 102.0%, from $0.4 million to $0.7 million. The
increase was primarily due to the
8
<PAGE>
<PAGE>
depreciation of the M/S Clipper Adventurer which did not operate in the
first quarter of 1998 and the depreciation of the M/S Clipper Odyssey
which was acquired in November 1998 and is currently on charter to its
former owners. Depreciation and amortization increased as a percentage
of program revenues from 1.3% in 1998 to 2.8% in 1999.
INVESTMENT INCOME
Investment income for the three months ended March 31, 1999 compared to
the first quarter of 1998 decreased $18 thousand from $148 thousand to
$130 thousand. This decrease was due primarily to a decrease in
investable cash balances. The average monthly balance of cash and
marketable securities decreased from $14.2 million in the first quarter
of 1998 to $12.2 million in the first quarter of 1999, while the average
interest rate was 4.2% in 1998 and in 1999.
INTEREST EXPENSE
Interest expense incurred for the three months ended March 31, 1999 was
$315 thousand, of which $261 thousand was attributable to the Company's
bank revolving credit facility and $54 thousand was attributable to the
$5.5 million one-year promissory note to Spice Islands (the seller of
the Oceanic Odyssey). In 1998, the Company capitalized $136 thousand of
interest expense incurred in the first quarter related to the conversion
of the M/S Clipper Adventurer, which had not yet been placed in service.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations, capital expenditures and dividend
payments through cash flows generated from operations and its bank
revolving credit facility.
Net cash provided by (used in) operating activities for the three months
ended March 31, 1999 and 1998 was $7.0 million and ($2.8 million),
respectively. Included in cash provided by operating activities for the
three months ended March 31, 1999 was $0.7 million from net income, $1.4
million from restricted cash and $7.7 million from deferred revenue,
partially offset by $1.6 million used for prepaid expenses and other
current assets and $1.9 million used to reduce accounts payable and
accrued expenses.
The Company generally recognizes revenues as income upon the completion
of each tour or cruise. Deferred revenue balances consist of amounts
received from travelers for tours and cruises, which have not been
completed. Of the $37.5 million of deferred revenue at March 31, 1999,
approximately $22.3 million, or 59.5%, related to tour and cruise
departures, scheduled to be completed by June 30, 1999.
Net cash provided by (used in) investing activities for the three months
ended March 31, 1999 and 1998 was $3.8 million and ($9.7 million)
respectively. Included in cash provided by investing activities for the
three months ended March 31, 1999 was $4.0 million provided by proceeds
from the sale of marketable securities, offset by $0.3 million used in
the purchase of property and equipment.
Net cash provided by (used in) financing activities for the three months
ended March 31, 1999 and 1998 was ($10.3 million) and $11.2 million,
respectively. During the three months ended March 31, 1999, the Company
repaid $8.8 million of its borrowings under the revolving credit
facility, with cash made available primarily by replacing certain cash
escrow requirements with a surety bond. The Company also paid dividends
of $0.6 million and repurchased 41,250 shares of common stock, in the
open market, for an aggregate of $0.8 million during the first quarter
of 1999.
9
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<PAGE>
On November 12, 1998, the Company completed the purchase of the 120-
passenger luxury cruise ship Oceanic Odyssey from Spice Islands, a non-
affiliated third party for a purchase price of $16.0 million. The
Company made a cash payment of $10.5 million, provided by borrowings
from its revolving credit facility, and delivered its one-year
promissory note in the amount of $5.5 million at the time of closing.
Cash flow from operations together with draws against the revolving
credit facility will provide an additional $2.5 million for renovation
of the M/S Clipper Odyssey, for retirement of the $5.5 million one-year
note payable to the seller of the M/S Clipper Odyssey and for other
capital expenditures as needed.
In March 1999, the Company filed with the Securities and Exchange
Commission a registration statement for the proposed public offering by
the Company of 500,000 shares of common stock and by the Revocable Trust
of Barney A. Ebsworth of 2,000,000 shares of common stock (plus an
aggregate of up to 375,000 shares which may be sold pursuant to an over-
allotment option granted to the underwriters). The Company has
withdrawn the registration statement due to adverse market conditions.
YEAR 2000 COMPATIBILITY
The Company relies on computer systems, related software applications
and other control devices in operating and monitoring certain aspects of
its business, including but not limited to, its financial systems (such
as general ledger and accounts payable modules), billing and
reservations systems, internal networks, telecommunications equipment
and shipboard navigational systems and equipment. The Company also
relies, directly and indirectly, on the internal and external systems of
various independent business enterprises, such as its suppliers, third-
party contractors, customers and financial organizations for their
accurate exchange with the Company and use in general operations of date
related information.
The Company has initiated a Year 2000 compliance program. As part of
its compliance program, the Company has developed a plan to: (i)
identify all "business-critical" software that requires modification for
the Year 2000 and complete an estimate of the time and other resources
required to complete software modifications; (ii) receive written or
oral confirmation from its "business-critical" vendors that the services
or equipment supplied by such vendors is or will be Year 2000 compliant;
(iii) institute a formal communication process to keep senior management
and the Board of Directors of the Company apprised of significant Year
2000 issues; and (iv) develop a schedule for completing necessary Year
2000 modifications in a timely manner. The Company is underway with the
inventory and assessment phases of its Year 2000 plan for "business-
critical" infrastructure and application software.
The Company's plan has been implemented through various phases,
depending upon the functional area and the internal or external nature
of the system involved. For internal systems, the Company has
progressed furthest and is generally in the system conversion and
testing phase, notably for its internally-developed passenger billing
and reservation system. This application should be ready for user
testing by mid-1999. A substantial portion of the other office-based
software and hardware is believed to be Year 2000 compliant based upon
vendor representations, with systems testing yet to be completed. The
Company has also substantially completed the inventory, assessment and
detailed analysis phases of its Year 2000 plan for ship-based "business-
critical" navigational and operational equipment and systems. These
"business-critical" systems for the Company's four ships should be Year
2000 compliant by June 30, 1999.
The Company believes that the final phases of its Year 2000 plan will be
completed in advance of December 31, 1999. The Company has not incurred
and, based upon the information available to the Company at this time,
does not expect to incur significant expenditures to address the Year
2000 issue. Year 2000 expenses to the Company, consisting primarily of
personnel time, the accelerated replacement of systems and software, and
outside consultation have totaled less than $0.2 million for the three
years ended December 31, 1998.
10
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<PAGE>
Year 2000 expenses for the three months ended March 31, 1999, totaled
less than $0.1 million. Projected costs to the Company for the
completion of its Year 2000 program are expected to be less than $0.6
million. The Company does not believe that its Year 2000 program has
resulted in or will result in the postponement of its other significant
information technology projects.
As part of its Year 2000 program, the Company plans to complete a
contingency plan in 1999 which addresses the most reasonably likely
"business-critical" worst-case scenarios. However, the Company cannot
be certain that third parties supporting the Company's systems or
providing goods and services to the Company have resolved or will
resolve all Year 2000 issues in a timely manner. There can be no
assurance that third parties will achieve timely Year 2000 compliance.
Failure by the Company or any such third party to successfully address
the relevant Year 2000 issues could result in disruptions to the
Company's business and the incurrence of significant expenses by the
Company. Additionally, the Company could be adversely affected by any
disruption to third parties with which the Company does business if
suppliers of goods and services to those third parties have not
successfully addressed their Year 2000 issues.
* * *
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements in this Form 10-Q which contain more than historical information
may be considered forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) which are subject to risks
and uncertainties.
Forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Potential risks and uncertainties include
such factors as unanticipated catastrophic events; changes in program
costs and fluctuations of currency exchange rates; loss of key travel
suppliers; ongoing access to the Concorde in the United States;
competition within the travel industry; loss of key personnel; liability
claims by travelers; loss of one or more of the Company's ships;
regulations relative to the operation of passenger vessels and charters;
Year 2000 risks; general economic conditions; and other risks described
from time to time in the Company's filings with the Securities and
Exchange Commission. In addition, the forward-looking statements assume
the continued operation of our three ships consistent with their recent
capacities and cruise price levels, and the commencement of operations
of the M/S Clipper Odyssey in November 1999. These forward-looking
statements represent the Company's judgment as of the date hereof.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------------
(a) The Company's principal interest rate risk is associated with its
long-term debt. The Company has a $30.0 million revolving credit
facility with a bank which expires on November 1, 2003. The
Company may select among various borrowing arrangements with
varying maturities and interest rates. At March 31, 1999, the
annual interest rates on the borrowings ranged from 6.6% to 6.7%.
Assuming a hypothetical 1% increase in the weighted-average
interest rate during the first quarter 1999, interest expense would
have increased $32 thousand.
11
<PAGE>
<PAGE>
The Company enters into non-U.S. currency commitments for the
charter of cruise ships and aircraft for its international travel
programs. The Company may enter into forward contracts to buy
foreign currency at a stated U.S. dollar amount to hedge against
fluctuating currency values. As of March 31, 1999, the Company
had non-U.S. currency commitments equivalent to $3.0 million, of
which the Company has purchased forward contracts with a U.S.
dollar equivalency of $3.0 million. Therefore, management believes
the fluctuations in currency values would not have a material
effect on the Company's cash flows or earnings.
12
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
- -------------------------------------------------------------------------
On March 23, 1999, the shareholders of the Company were presented
with a proposal to amend the Restated Articles of Incorporation of
the Company to add provisions designed to prevent persons who are
not citizens of the United States, as defined therein, from holding
in the aggregate more than 24.9% of the outstanding shares of common
stock of the Company (the "Amendment"). Of the 5,114,200 shares of
common stock outstanding and entitled to vote on the Amendment
4,272,933 of such shares were voted for the Amendment, 3,770 shares
were voted against the Amendment, 1,800 shares abstained from voting
on the Amendment and no broker non-votes were received with respect
to the Amendment.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(a) 27(i) Financial Data Schedule
(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, 1999 /s/ Wayne L. Smith II
-----------------------------
Wayne L. Smith II
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
13
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
27(i) Financial Data Schedule.
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 10,489
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,886
<PP&E> 74,311
<DEPRECIATION> 20,109
<TOTAL-ASSETS> 82,742
<CURRENT-LIABILITIES> 53,070
<BONDS> 0
<COMMON> 53
0
0
<OTHER-SE> 9,752
<TOTAL-LIABILITY-AND-EQUITY> 82,742
<SALES> 25,874
<TOTAL-REVENUES> 26,004
<CGS> 19,986
<TOTAL-COSTS> 19,986
<OTHER-EXPENSES> 4,663
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 315
<INCOME-PRETAX> 1,040
<INCOME-TAX> 374
<INCOME-CONTINUING> 666
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 666
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
