10-Q 1 form10q_.htm FORM 10-Q 6-30-12 form10q_.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
(Mark One)
 
     
þ
  
QUARTERLY report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
   
For the quarterly period ended June 30, 2012
 
OR
 
     
o
  
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 0-33347
 
Ambassadors Group, Inc.
 
 (Exact name of registrant as specified in its charter)
 
     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  
91-1957010
(I.R.S. Employer
Identification No.)

     
Dwight D. Eisenhower Building
2001 South Flint Road
Spokane, WA
(Address of Principal Executive Offices)
  
99224
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (509) 568 -7800
 
 
 
 
 
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.
 
þ
  
Yes
o
  
No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ
  
Yes
o
  
No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o
  
Large accelerated  filer
þ
  
Accelerated filer
o
  
Non-accelerated filer (Do not check if a smaller reporting company)
o
  
Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
o
  
Yes
þ
  
No
 
The number of shares outstanding of the registrant’s Common Stock, $0.01 par value, as of July 27, 2012 was 17,604,307.
 

 
 
 




 
AMBASSADORS GROUP, INC.
FORM 10-Q QUARTERLY REPORT
 
 
TABLE OF CONTENTS
 
   
Page
PART I – FINANCIAL INFORMATION
    
Item 1. Financial Statements (Unaudited)
    
Consolidated Balance Sheets
  
1
Consolidated Statements of Operations
  
2
Consolidated Statements of Comprehensive Income
  
3
Consolidated Statements of Cash Flows
  
4
Notes to Consolidated Financial Statements
  
5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
17
Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
23
Item 4. Controls and Procedures
  
23
     
PART II – OTHER INFORMATION
    
Item 1. Legal Proceedings
  
24
Item 1A. Risk Factors
  
24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     24
Item 6. Exhibits
  
24
     
SIGNATURES
  
25
     
EXHIBIT INDEX
    





 
 
 


 
PART I
FINANCIAL INFORMATION
 
 
Item 1. FINANCIAL STATEMENTS
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of June 30, 2012 and December 31, 2011
(in thousands, except share and per share data)
 
   
UNAUDITED
    
AUDITED
  
   
June 30,
    
December 31,
  
   
2012
    
2011
  
ASSETS
            
Current assets:
            
Cash and cash equivalents
   $ 3,062     $ 19,519  
Available-for-sale securities and other
     78,875       39,128  
Prepaid program costs and expenses
     24,825       13,299  
Accounts receivable
     1,556       1,395  
Deferred tax assets
     301       668  
       Total current assets
     108,619       74,009  
Property and equipment, net
     27,297       26,104  
Available-for-sale securities
     714       700  
Intangibles
     3,505       3,421  
Goodwill
     9,781       9,781  
Other long-term assets
     85       85  
      Total assets
   $ 150,001     $ 114,100  
                 
LIABILITIES
                
Current liabilities:
                
Accounts payable and accrued expenses
   $ 10,662     $ 5,858  
Participants’ deposits
     53,508       27,396  
Foreign currency exchange contracts
     584       1,671  
Other liabilities
     97       112  
      Total current liabilities
     64,851       35,037  
Participants’ deposits
     819       -  
Foreign currency exchange contracts
     50       102  
Deferred tax liability
     1,941       2,004  
      Total liabilities
     67,661       37,143  
                 
Commitments and Contingencies (Note 9)
                
                 
STOCKHOLDERS’ EQUITY
                
Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued and outstanding
     -       -  
Common stock, $.01 par value; 50,000,000 shares authorized; 17,606,409 and 17,588,088 shares issued and outstanding, respectively
     172       172  
Additional paid-in capital
     802       314  
Retained earnings
     81,671       77,489  
Accumulated other comprehensive loss
     (305 )     (1,018 ) 
      Stockholders’ equity
     82,340       76,957  
      Total liabilities and stockholders’ equity
   $ 150,001     $ 114,100  
 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
-1-
 
 
 
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three and six months ended June 30, 2012 and 2011
(in thousands, except per-share amounts)
   
Six months ended
    
Three months ended
  
   
June 30,
    
June 30,
  
   
2012
    
2011
    
2012
    
2011
  
Net revenue, non-directly delivered programs
   $ 27,843     $ 30,580     $ 27,754     $ 30,615  
Gross revenue, directly delivered programs
     4,225       5,221       3,047       4,527  
Gross revenue, internet and advertising
     2,203       1,917       1,005       914  
Total revenue
     34,271       37,718       31,806       36,056  
Cost of sales, directly delivered programs
     2,899       3,565       2,013       3,079  
Cost of sales, internet and advertising
     303       262       133       129  
Gross margin
     31,069       33,891       29,660       32,848  
Operating expenses:
                                
     Selling and marketing
     15,170       19,534       6,483       9,439  
     General and administrative
     8,591       8,503       4,384       4,120  
Total operating expenses
     23,761       28,037       10,867       13,559  
Operating income
     7,308       5,854       18,793       19,289  
Other income (expense):
                                
     Interest and dividend income
     859       751       618       416  
     Foreign currency and other income (expense)
     (3 )     171       (5 )     (10 )
Total other income
     856       922       613       406  
Income before income tax provision
     8,164       6,776       19,406       19,695  
Income tax provision
     (1,872 )     (2,074 )     (5,208 )     (6,264 )
Net income
   $ 6,292     $ 4,702     $ 14,198     $ 13,431  
                                 
Weighted-average common shares outstanding - basic
     17,600       17,841       17,602       17,672  
Weighted-average common shares outstanding - diluted
     17,600       18,010       17,602       17,824  
                                 
Net income per share - basic
   $ 0.36     $ 0.26     $ 0.81     $ 0.76  
Net income per share - diluted
   $ 0.36     $ 0.26     $ 0.81     $ 0.75  

 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
 
 
 
-2-
 
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For the three and six months ended June 30, 2012 and 2011
(in thousands)
 
   
Six months ended June 30,
    
Three months ended June 30,
  
   
2012
    
2011
    
2012
    
2011
  
Net income
     6,292       4,702       14,198       13,431  
Unrealized gain (loss) on foreign currency exchange contracts, net of income tax benefit (provision) of ($399), $95, $75, $536
     740       (177 )     (192 )     (996 )
Unrealized gain (loss) on available-for-sale securities, net of income tax benefit (provision) of  $14, ($165), $70, ($183)
     (27 )     306       (135 )     339  
Comprehensive income
   $ 7,005     $ 4,831     $ 13,871     $ 12,774  

 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
 
-3-
 
 AMBASSADORS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the six months ended June 30, 2012 and 2011
(dollars in thousands)
 
 
  2012
    
  2011
  
Cash flows from operating activities:
          
Net income
 $ 6,292     $ 4,702  
Adjustments to reconcile net income to net cash provided by operating activities:
              
Depreciation and amortization
   2,412       2,364  
Stock-based compensation
   720       938  
Deferred income tax benefit
   (80 )     (582 )
Gain on foreign currency exchange contracts
   -       (20 )
Loss on disposition and impairment of property and equipment
   -       66  
Excess tax benefit (shortfall) from stock-based compensation
   232       (15 )
Change in assets and liabilities:
              
Accounts receivable and other assets
   (161 )     714  
Prepaid program costs and expenses
   (11,526 )     (20,585 )
Accounts payable, accrued expenses, and other current liabilities
   3,865       4,792  
Participants’ deposits
   26,931       27,321  
Net cash provided by operating activities
   28,685       19,695  
               
Cash flows from investing activities:
              
Purchase of available-for-sale securities
   (69,537 )     (47,881 )
Proceeds from sale of available-for-sale securities
   29,734       37,142  
Purchase of property and equipment
   (2,704 )     (1,895 )
Proceeds from sale of property and equipment
   -       19  
Purchase of intangibles
   (293 )     (213 )
Net cash used in investing activities
   (42,800 )     (12,828 )
               
Cash flows from financing activities:
              
Repurchase of Common Stock
   -       (6,091 )
Dividend payment to shareholders
   (2,110 )     (2,143 )
Proceeds from exercise of stock options
   -       131  
Excess tax shortfall (benefit) from stock-based compensation
   (232 )     15  
Net cash used in financing activities
   (2,342 )     (8,088 7)
               
Net decrease in cash and cash equivalents
   (16,457 )     (1,221 )
Cash and cash equivalents, beginning of period
   19,519       6,838  
Cash and cash equivalents, end of period
 $ 3,062     $ 5,617  
 
The accompanying notes are an integral part of the consolidated financial statements.

 
 
 
-4-
 
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company
 
Ambassadors Group, Inc. (the “Company”, “we”, “us” or “our”) is a socially conscious educational company primarily engaged in organizing and promoting differentiated worldwide travel programs for students and professionals.  In addition, we operate an education oriented research website called BookRags that provides study guides, lesson plans and other educational resources to students and teachers.  These consolidated financial statements include the accounts of Ambassadors Group, Inc., and our wholly owned subsidiaries, Ambassador Programs, Inc., BookRags, Inc., World Adventures Unlimited, Inc., Ambassadors Unlimited, LLC, AGI Hong Kong Limited, Beijing People to People Education Consultation Co., Ltd, and Marketing Production Systems, LLC. All significant intercompany accounts and transactions, which are of a normal recurring nature, are eliminated in consolidation.
 
Our operations are organized in two reporting segments, 1) “Ambassador Programs and Other,” which provides educational travel services to students and professionals through multiple itineraries within five travel program types and corporate overhead, and 2) “BookRags,” which provides online research capabilities through book summaries, critical essays, online study guides, lesson plans, biographies, and references to encyclopedia articles.
 
2. Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being materially misleading. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2012 are not indicative of the results that may be expected for the year ending December 31, 2012.
 
For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011.
 
3. Investments and Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market, and we consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

Our financial instruments are measured and recorded at fair value. Our non-financial assets, including property and equipment, intangible assets and goodwill, are measured at fair value upon acquisition, reviewed annually, and are fully assessed if there is an indicator of impairment. An adjustment would be made to record non-financial assets at fair value only when an impairment charge is recognized.


 
-5-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Fair value is determined for assets and liabilities using a three-tiered hierarchy, based upon significant levels of inputs as follows:

-  
Level 1 – Quoted prices in active markets for identical assets or liabilities.

-  
Level 2 – Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

-  
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.


The following tables summarize the composition of our investments at June 30, 2012 and December 31, 2011 (in thousands):
 
                 
Classification on Balance Sheet
June 30, 2012
  
Amortized Cost
  
Unrealized Gains (Losses)
    
Aggregate Fair Value
  
Cash and cash equivalents
  
Short-term available-for-sale securities
  
Long-term available-for-sale securities
Auction rate securities (“ARS”), greater than one year
   $ 1,000   $ (286 )   $ 714   $ -     $ -   $ 714
Money market funds, ninety days or less
     71     -       71     71       -     -
Municipal securities1
                                        
One year or less
     48,989     26       49,015     -       49,015     -
After one year through three years
     16,315     116       16,431     -       16,431     -
Greater than three years through five years
     13,113     316       13,429     -       13,429     -
Total
   $ 79,488   $ 172     $ 79,660   $ 71     $ 78,875   $ 714
                                         
                                         
                       
Classification on Balance Sheet
December 31, 2011
  
Amortized Cost
  
Unrealized Gains (Losses)
    
Aggregate Fair Value
  
Cash and cash equivalents
  
Short-term available-for-sale securities
  
Long-term available-for-sale securities
ARS, greater than one year
   $ 1,000   $ (300 )   $ 700   $ -     $ -   $ 700
Money market funds,  ninety days or less
     14,503     -       14,503     14,503       -     -
Municipal securities1
                                        
One year or less
     3,639     (1 )     3,638     -       3,638     -
After one year through three years
     16,679     118       16,797     -       16,797     -
Greater than three years through five years
     18,295     398       18,693     -       18,693     -
Total
   $ 54,116   $ 215     $ 54,331   $ 14,503     $ 39,128   $ 700
 
1Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.




 
-6-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 
The following table details the fair value measurements of assets and liabilities within the three levels of the fair value hierarchy at June 30, 2012 and December 31, 2011 (in thousands):

       
Fair Value Measurements at Reporting Date Using
         
June 30, 2012
  
Fair Market
Value
  
Quoted Prices in Active Markets for Identical Assets (Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Other Unobservable Inputs
 (Level 3)
Financial assets:
  
 
  
 
  
 
  
 
ARS
   $ 714   $ -   $ -   $ 714
Money market funds
     71     71     -     -
Municipal securities1
     78,875     78,875     -     -
Foreign currency exchange contracts
     321     -     321     -
Total financial assets
   $ 79,980   $ 78,946   $ 321   $ 714
Financial liabilities:
                        
Foreign currency exchange contracts
     955     -     955     -
Total financial liabilities
   $ 955   $ -   $ 955   $ -
                         
                         
                         
         
Fair Value Measurements at Reporting Date Using
           
December 31, 2011
  
Fair Market
Value
  
Quoted Prices in Active Markets for Identical Assets (Level 1)
  
Significant Other Observable Inputs
 (Level 2)
  
Significant Other Unobservable Inputs
(Level 3)
Financial assets:
                        
ARS
   $ 700   $ -   $ -   $ 700
Money market funds
     14,503     14,503     -     -
Municipal securities1
     39,128     39,128     -     -
Foreign currency exchange contracts
     115     -     115     -
Total financial assets
   $ 54,446   $ 53,631   $ 115   $ 700
Financial liabilities:
                        
Foreign currency exchange contracts
     1,888     -     1,888     -
Total financial liabilities
   $ 1,888   $ -   $ 1,888   $ -
                         
 
 
1 At June 30, 2012, municipal securities consisted of a 56/38/6 percent split between holdings in short-term municipal security funds, municipal revenue bonds and municipal general obligation bonds, respectively. As part of our investment policy, during the first  quarter of 2012, we began investing in debt funds comprised of short-term municipal securities. At December 31, 2011, municipal securities consisted of an 83/17 split between municipal revenue bonds and municipal general obligation bonds, respectively, and no short-term municipal funds. In addition, the underlying credit rating of the municipal securities at June 30, 2012 and December 31, 2011 were A+, A1 or better as defined by S&P 500 and Moody’s, respectively.

Money market funds and municipal securities are classified as Level 1 assets because market prices are readily available for these investments. Level 2 financial assets and liabilities represent the fair value of our foreign currency exchange contracts that were valued using pricing models that take into account the contract terms, as well as multiple inputs where applicable, such as equity prices, interest rate yield curve, option volatility and currency rates. Level 3 financial assets represent the fair value of our auction-rate securities (“ARS”), which were valued using a pricing model that takes into account the average life of the underlying collateral, the rate of return, and the spread used for similar issuances.

 
-7-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Fair value measurements on a recurring basis using Level 3 inputs only consist of available-for-sale ARS.  The following table presents a reconciliation for the three and six months ended June 30, 2012 and 2011, of available-for-sale ARS measured at fair value on a recurring basis using Level 3 inputs (in thousands):

   
Six months ended 
June 30,
    
Three months ended 
June 30,
   
2012
    
2011
    
2012
    
2011
Beginning balance
   $ 700     $ 1,250     $ 703     $ 1,249
Total realized / unrealized losses:
                              
Included in earnings
     -       -       -       -
Included in OCI
     14       -       11       1
Purchases, sales, issuances, and settlements, net
     -       -       -       -
Ending balance
   $ 714     $ 1,250     $ 714     $ 1,250

The credit markets have experienced uncertainty, which may continue to impact the markets where our ARS would be offered. During the six months ended June 30, 2012, we experienced one failed ARS auction, representing principal of $1.0 million. This remaining ARS continues to be classified as a long-term asset due to the high probability that the ARS may fail in future auctions. The next scheduled auction for this ARS is March 7, 2013. We have determined that there is no other-than-temporary impairment on this security, since we do not intend and are not required to sell this security before we have recovered the amortized cost basis, there has been no further deterioration of the credit rating of this investment, interest payments at coupon rate continue to be received and we expect to recover the amortized cost basis of this security. We will continue to reassess liquidity in future reporting periods based on several factors, including the success or failure of future auctions, possible failure of the investment to be redeemed, deterioration of the credit rating of the investment, market risk and other factors.
 
 
In determining the fair value of bond and ARS investments, we consider the individual ratings of each holding. With regard to bonds, we consider the following: the underlying rating of the issuer irrespective of the insurance; the performance of the issuer; the term of the bond; and the quality of bond insurance provided by the rating of the bond insurer. With regard to valuation of our ARS, we consider the underlying credit quality of comparable student loan portfolios, the average life of the underlying student loan assets, and apply a discount related to the illiquidity of our ARS due to past failed auctions. Based on these inputs, we have applied a discount of 351-basis points to the London interbank offered rate resulting in a valuation of $0.7 million from a costs basis of $1.0 million as of June 30, 2012. At the reporting dates and in the future, we recognize that this investment is subject to general credit, liquidity, market and interest rate risks, which have been exacerbated by the current global financial environment. The fair value of this investment accordingly will continue to change, and we will continue to evaluate its carrying value.


 
-8-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes the balances of accumulated other comprehensive income (“AOCI”) and the gain (loss) recognized in other comprehensive income (“OCI”) related to unrealized gains and losses for available-for-sale securities in the periods indicated (in thousands):
 
 
Accumulated Other Comprehensive Income (Loss)
  
 
Available-for-sale securities
  
 
2012
      
2011
  
Balance, January 1,
 $ 135         $ (177 )
Other comprehensive income (loss), net of income taxes
   (27 )         306  
Balance, June 30,
 $ 108         $ 129  

 
4. Derivative Financial Instruments
 
The majority of our travel programs take place outside of the United States and most foreign suppliers require payment in currency other than the U.S. dollar. Accordingly, we are exposed to foreign currency risk relative to changes in foreign currency exchange rates between those currencies and the U.S. dollar for our non-directly delivered programs. We use forward contracts that allow us to acquire the foreign currency at a fixed price for a specified point in time and to provide a hedge against foreign currency risk. All of our derivatives are cash flow hedges and at June 30, 2012, all contracts qualified for cash flow hedge accounting.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income or loss and reclassified into earnings in the same period during which the hedged transaction is recognized in earnings, which is primarily during the second and third quarters of the year when our student travel programs occur. Gains or losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

At June 30, 2012, the following forward contracts were outstanding (in thousands):
 
   
Notional Amount
    
Matures
Forward contracts: 
            
     Euro
    
            6,300
    
July 2012 - July 2013
     British pound
    
            3,220
    
July 2012 - June 2013
     Canadian dollar
    
            2,380
    
February 2013 - June 2013
     Australian dollar
    
            1,880
    
July 2012 - July 2013
     New Zealand dollar
    
               315
    
March 2013 - July 2013
 
 
 



 
-9-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The fair value of our forward contracts were as follows (in thousands):

 
June 30, 2012
 
Derivatives designated as hedging instruments
  
Derivatives not designated as hedging instruments
  
Total Net
 
Assets
  
Liabilities
  
Assets
  
Liabilities
  
Liabilities
Forward contracts
 $ 321   $ 955   $ -   $ -   $ 634
                             
 
December 31, 2011
 
Derivatives designated as hedging instruments
  
Derivatives not designated as hedging instruments
  
Total Net
 
Assets
  
Liabilities
  
Assets
  
Liabilities
  
Liabilities
Forward contracts
 $ 115   $ 1,888   $ -   $ -   $ 1,773

The net liabilities and asset derivatives at June 30, 2012 and December 31, 2011 are reported in the consolidated balance sheet as current and long-term ‘foreign currency exchange contracts.’

The following table summarizes the balances of AOCI and the gain (loss) recognized in OCI for derivatives designated as hedging instruments (in thousands):
 
 
Accumulated Other Comprehensive Income (Loss)
  
 
Foreign currency exchange contracts
  
 
2012
    
2011
  
Balance, January 1,
 $ (1,153 )   $ 1,210  
Other comprehensive income (loss), net of income taxes
   740       (177 )
Balance, June 30,
 $ (413 )   $ 1,033  

 
Unrealized losses on forward contracts recorded in AOCI at June 30, 2012, which are expected to be realized in net revenue during the next 12 months, were approximately $0.4 million. This amount was computed using the fair value of the cash flow hedges at June 30, 2012, and may change before actual reclassification from AOCI.
 
For the three and six months ended June 30, 2012 and 2011, the amount of gains or losses recognized in the income statement for derivatives designated as hedging instruments were as follows (in thousands):

Location of gain (loss) reclassed
from AOCI (effective portion)
  
Gain (loss) reclassed from AOCI
 (effective portion)
           
Three and six months ended June 30,
           
2012
  
2011
 Net revenue, non-directly delivered
 programs
  
$
             (607)
    
$
            1,559
 
-10-
 
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
For the three and six months ended June 30, 2012 and 2011, the amount of gains or losses recognized in the income statement for derivatives not designated as hedging instruments were as follows (in thousands):

       
Amount of Gain
Derivative not designated as nnhedging
instruments
  
Location of Gain Recognized in
Income on Derivative
  
Three and six
months ended
 June 30, 2012
    
Three and six months ended
 June 30, 2011
Forward contracts
  
Foreign currency and other expense
   $ 2     $ 183

 
5.   Stock-Based Compensation

Under our 2009 Equity Participation Plan we have outstanding options to purchase shares of our Common Stock and restricted stock awards held by eligible employees, non-employee directors and consultants as granted by the Compensation Committee of the Board of Directors.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in the three and six months ended June 30, 2012 and 2011.

   
 Six months
ended
  
Six months
ended
  
Three months
 ended
  
Three months
 ended
     June 30, 2012  
June 30, 2011
  
June 30, 2012
  
June 30, 2011
Expected dividend yield
  
              4.39
  
%
  
                 2.16
  
%
  
              4.72
  
%
  
              2.17
  
%
Expected stock price volatility
  
            60.85
  
%
  
               62.01
  
%
  
            60.61
  
%
  
            63.60
  
%
Risk-free interest rate
  
              1.79
  
%
  
                 1.95
  
%
  
              1.89
  
%
  
              1.89
  
%
Expected life of options
  
              4.47
  
Years
  
                 5.27
  
Years
  
              4.46
  
Years
  
              4.75
  
Years
Estimated fair value per option granted
  
$1.89
      
$4.69
      
$1.83
      
$4.59
    

The dividend yield is based on expected quarterly cash dividends paid to our shareholders. Expected stock price volatility is based on historical volatility of our stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. Additionally, an annualized forfeiture rate of 12.7 percent is used as a best estimate of future forfeitures based on our historical forfeiture experience. The stock-based compensation expense is adjusted in later periods if the actual forfeiture rate is different from the estimate.

Total stock-based compensation expense recognized in the consolidated statement of operations for the quarter ended June 30, 2012 was $0.4 million before income taxes. Of the total stock-based compensation expense during the quarter, stock option expense was $0.2 million, restricted stock award expense was $0.2 million, and the related total deferred tax benefit was $0.1 million. Total stock-based compensation expense recognized in the consolidated statement of operations for the six months ended June 30, 2012 was $0.7 million before income taxes. Of the total stock-based compensation expense recognized in 2012, stock option expense was $0.4 million, restricted stock award expense was $0.3 million, and the related total deferred tax benefit was $0.2 million.


-11-
 
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 
The following table presents information about outstanding common stock options and restricted grants as of June 30, 2012:
 
   
Options and Awards Outstanding
  
Options Exercisable
         
Range of Exercise Prices
  
Shares
  
Weighted-
Average
Remaining
Contractual
Life (years)
  
Weighted-Average
 Exercise Price
  
Shares
    
Weighted-
Average
 Exercise Price
Restricted Stock Awards
                          
   $0 .00  
         385,122
  
                 2.19
    
 N/A
  
 N/A
      
 N/A
Stock Options                          
   $4.52 - 6.93    368,209      9.44     $ 4.73     4,000    $     6.21 
   6.94 - 10.39  
         283,699
  
                 4.98
    
              9.15
  
         213,685
      
              9.29
   10.40 - 13.86  
         447,119
  
                 7.60
    
            11.52
  
         183,599
      
            11.65
   13.87 - 17.32  
         279,734
  
                 3.89
    
            16.90
  
         279,734
      
            16.90
   17.33 - 20.79  
            7,328
  
                 5.86
    
            18.41
  
            7,328
      
            18.41
   20.80 - 24.25  
            1,000
  
                 3.12
    
            21.09
  
            1,000
      
            21.09
   24.26 - 27.72  
         179,146
  
                 3.73
    
            27.07
  
         179,146
      
            27.07
   27.73 - 31.18  
            6,937
  
                 4.30
    
            29.48
  
            6,937
      
            29.48
   31.19 - 34.65  
            4,448
  
                 4.84
    
            34.65
  
            4,448
      
            34.65
Total Stock Options    1,577,620    6.43     $ 9.98    879,877    $    16.19 
Combined   1,962,742    5.60     $ 9.98    879,877    $    16.19 

 
At June 30, 2012, the aggregate intrinsic value of outstanding stock options and restricted stock was $2.4 million, and the aggregate intrinsic value of exercisable stock options and restricted stock was zero based on our $5.44 closing stock price at June 30, 2012. As of June 30, 2012, total unrecognized stock-based compensation expense related to non-vested stock options and non-vested restricted stock awards was approximately $3.4 million, which is expected to be recognized over approximately 3.86 years. During the quarter ended June 30, 2012, there were no stock options exercised, and the total fair value of options which vested was $0.1 million.

The following table presents information about stock option and restricted stock activity during the six months ended June 30, 2012:
 
 
Restricted
 Stock
Awarded
  
Weighted-Average Grant Date Fair
 Value
  
Stock
 Options
  
Weighted-
Average
 Exercise Price
Balance at December 31, 2011
         374,957
  
$
                 8.82
  
      1,962,321
  
$
            11.56
Granted
           43,120
    
                 5.12
  
         116,620
    
              5.12
Forfeited
         (24,924)
    
                 9.22
  
       (501,321)
    
              7.39
Vested
           (8,031)
    
                 9.34
  
 N/A
    
 N/A
Exercised
 N/A
    
 N/A
  
                 -
    
                 -
Balance at June 30, 2012
         385,122
  
$
                 8.37
  
      1,577,620
  
$
            12.41



-12-
 
 

AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 
6. Net Income and Dividends per Sharep

The following table presents a reconciliation of basic and diluted income per share computations (in thousands, except per share data and anti-dilutive stock option counts):

   
Six months ended June 30,
  
Three months ended June 30,
   
2012
  
2011
  
2012
  
2011
Numerator:
                        
   Net income
  
$
          6,292
  
 $
        4,702
  
$
        14,198
  
 $
      13,431
                         
Denominator:
                        
   Weighted-average shares outstanding
    
        17,215
    
      17,513
    
        17,217
    
      17,344
     Effect of unvested restricted stock awards
     considered participating securities
    
             385
    
            328
    
             385
    
            328
   Weighted-average shares outstanding – basic
    
        17,600
    
      17,841
    
        17,602
    
      17,672
     Effect of dilutive common stock options
    
                 -
    
            169
    
                 -
    
            152
   Weighted-average shares outstanding – diluted
    
        17,600
    
      18,010
    
        17,602
    
      17,824
                         
   Net income per share – basic
  
$
            0.36
  
 $
           0.26
  
$
            0.81
  
 $
           0.76
                         
   Net income per share – diluted
  
$
            0.36
  
$
           0.26
  
$
            0.81
  
$
           0.75
                         
Cash dividends declared per share
  
$
            0.12
  
$
           0.12
  
$
            0.06
  
 $
           0.06
                         
Stock options excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive
    
  1,402,714
    
 1,105,954
    
  1,253,287
    
 1,201,527

 
7. Segment Reporting

Our operations are organized in two reporting segments, 1) “Ambassador Programs and Other,” which provides educational travel services to students and professionals through multiple itineraries within five travel program types and corporate overhead, and 2) “BookRags,” which provides online research capabilities through book summaries, critical essays, online study guides, lesson plans, biographies, and references to encyclopedia articles.

Ambassador Programs and Other’s gross margin is comprised of gross receipts less direct program costs, including accommodations, transportation, speakers, facilitators, and event costs. BookRags’ gross margin is comprised of content and subscription and advertising revenues via www.BookRags.com, less affiliate commissions and amortization of intangible assets directly associated with sales.



 
-13-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Segment information for the three and six months ended June 30, 2012 and 2011 were as follows (in thousands):

 
Six months ended June 30, 2012
  
Six months ended June 30, 2011
 
Ambassador Programs and Other (1)
          
Ambassador Programs and Other (1)
        
             
BookRags
  
Consolidated
  
BookRags
  
Consolidated
Total revenue
 $ 32,068   $ 2,203   $ 34,271   $ 35,801   $ 1,917   $ 37,718
Gross margin
 $ 29,169   $ 1,900   $ 31,069   $ 32,236   $ 1,655   $ 33,891
Depreciation and amortization
 $ 2,137   $ 275   $ 2,412   $ 2,124   $ 240   $ 2,364
Operating income
 $ 6,489   $ 819   $ 7,308   $ 5,219   $ 635   $ 5,854
Income tax provision
 $ 1,679   $ 193   $ 1,872   $ 1,874   $ 200   $ 2,074
Net income
 $ 5,636   $ 656   $ 6,292   $ 4,246   $ 456   $ 4,702
Total additions to property, plant, and equipment
 $ 3,283   $ 113   $ 3,396   $ 1,767   $ 128   $ 1,895
Total additions to goodwill and intangible assets
 $ -   $ 293   $ 293   $ -   $ 213   $ 213
Intangible assets, excluding goodwill
 $ -   $ 3,505   $ 3,505   $ -   $ 3,361   $ 3,361
Total assets
 $ 132,802   $ 17,199   $ 150,001   $ 142,278   $ 15,438   $ 157,716
                                   
 
Three months ended June 30, 2012
  
Three months ended June 30, 2011
 
Ambassador Programs and Other (1)
              
Ambassador Programs and Other (1)
            
                     
BookRags
  
Consolidated
  
BookRags
  
Consolidated
Total revenue
 $ 30,801   $ 1,005   $ 31,806   $ 35,142   $ 914   $ 36,056
Gross margin
 $ 28,788   $ 872   $ 29,660   $ 32,063   $ 785   $ 32,848
Depreciation and amortization
 $ 1,096   $ 133   $ 1,229   $ 1,090   $ 121   $ 1,211
Operating income
 $ 18,451   $ 342   $ 18,793   $ 19,032   $ 257   $ 19,289
Income tax provision
 $ 5,160   $ 48   $ 5,208   $ 6,189   $ 75   $ 6,264
Net income
 $ 13,884   $ 314   $ 14,198   $ 13,237   $ 194   $ 13,431

 

(1)  
Ambassador Programs and Other include all travel programs offered by Ambassador Programs and World Adventures Unlimited as well as corporate overhead.

Any intercompany sales or services provided are eliminated upon consolidation.

8. Supplemental Disclosures of Consolidated Statements of Cash Flows

Our non-cash investing and financing activities during the six months ended June 30, 2012 and 2011 were as follows (in thousands):

 
June 30, 2012
  
June 30, 2011
Unrealized gain (loss) on foreign currency exchange contracts
$
            1,139
  
$
              (276)
Unrealized gain (loss) on available-for-sale securities
$
                (42)
  
$
                471
Property and equipment
$
                692
  
$
              (106)

 
9.  Commitments and Contingencies
 
On July 14, 2009, a securities class action was filed against us and certain of our executive officers on behalf of all persons or entities who purchased our Common Stock between February 8, 2007 and October 23, 2007, in the United States District Court for the Eastern District of Washington. As previously disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 18, 2011, an agreement was reached to settle the securities class action. Under the terms of the settlement, our insurance carriers have paid the settlement amount of $7.5 million, in complete settlement of all claims, without any admission of wrongdoing or liability by the Company or any party in the action. Throughout the litigation, the Company and the individual defendants have denied, and continue to deny, the allegations made against them. The settlement agreement, which includes a release for all defendants and other provisions common in such agreements, was preliminarily approved by the Court on September 6, 2011. The Court held a hearing to consider final approval of the settlement, the plan of allocation, and the motion for the award of plaintiffs’ attorneys’ fees on November 30, 2011, but delayed ruling on these matters pending submission of additional materials by the lead plaintiff. The lead plaintiff submitted the requested additional materials on December 30, 2011, January 17, 2012, and March 19, 2012. On June 28, 2012, the Court entered a final order approving the settlement and related matters. As the settlement is covered and was funded by the Company’s insurance carrier, the settlement is not expected to have a material adverse effect on our business, financial condition or results of operations.

 
-14-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
On October 27, 2009, we were informed by the SEC that it had issued a formal order of investigation with respect to trading in the Company’s securities. We believe that the investigation was for the period August through December 2007. The SEC indicated that the investigation should not be construed as an indication that any violation of law has occurred or as an adverse reflection upon any person, entity or security. The Company has been informed that the U.S. Department of Justice, which had been involved in the investigation, has closed its investigation and is not taking enforcement action against the Company or any of its officers, directors or employees.

Other than as disclosed herein, we are not a party to any other material pending legal proceedings other than ordinary routine litigation incidental to our business; the outcome of which we believe will not have a material adverse effect on our business, financial condition, cash flows or results of operations. These matters are subject to inherent uncertainties and management’s view of these matters may change in the future. Adverse outcomes in some or all of the matters described in this section may result in significant monetary damages or injunctive relief against us that would adversely affect our results of operations.

We are subject to the possibility of various loss contingencies, including claims, suits and complaints, arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether new accruals are required.

Under our Bylaws, our directors and officers have certain rights to indemnification by us against certain liabilities that may arise by reason of their status or service as directors or officers. We maintain director and officer insurance, which covers certain liabilities arising from our obligation to indemnify our directors and officers and former directors in certain circumstances. No material indemnification liabilities were accrued at June 30, 2012.

10.  Recently Issued Accounting Pronouncements
 
In May 2011, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that provides a consistent definition of fair value and common requirements of and disclosure about fair value between GAAP and International Financial Reporting Standards. The guidance states the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets. Enhanced disclosure requirements will require companies to disclose quantitative information about unobservable inputs used, a description of the valuation processes used, and a qualitative discussion about the sensitivity of the measurements for recurring Level 3 fair value measurements. For assets and liabilities not recorded at fair value but where fair value is disclosed, companies must report the level in the fair value hierarchy of assets and liabilities. This new guidance became effective for interim and annual periods beginning January 1, 2012, which did not have a material impact on our consolidated financial statements.


 
-15-
 
AMBASSADORS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 
In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” This update, effective for interim and annual reporting periods beginning after December 15, 2011, requires that the total of comprehensive income, the components of net income, and the components of other comprehensive income be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This update does not change what items are reported in other comprehensive income or the requirement to report reclassification of items from other comprehensive income to net income. Effective December 2011, the FASB issued ASU No. 2011-12, “Deferral of the Effective Date for Amendments to Presentation Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,” which deferred the requirement to present separate line items on the income statement for reclassification adjustments of items out of accumulated other comprehensive income into net income. This deferral is temporary until the FASB reconsiders the operational concerns and needs of financial statement users. We adopted the new guidance as of March 31, 2012, and it did not have a material effect on our consolidated financial statements.
 
In September 2011, the FASB issued new accounting guidance regarding the performance of the two-step quantitative impairment testing of goodwill.  Under the guidance, companies would be allowed to assess on a qualitative basis whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount before performing quantitative tests. If after performing appropriate qualitative assessments the company determines the reporting unit’s fair value is more likely than not to exceed its carrying value, then no further quantitative testing will need to be performed. This new guidance became effective for annual and interim periods after December 15, 2011, and did not have a material impact on our consolidated financial statements.
 
11. Sale of Corporate Headquarters

On April 4, 2012, the Company’s board of directors approved the listing for sale of the corporate headquarters building located in Spokane, Washington. Management may relocate its headquarters to a new leased location also in Spokane upon sale. The Company will continue to classify the building as an asset held for use until the sale is probable and it becomes unlikely that significant changes to the plan will be made. The initial listing price for the building itself and underlying land is $13.3 million. The asset has a total net carrying value, including all related assets, of approximately $16.0 million and is recoverable as an asset held for use. However, the Company will continue to reassess the fair value of the building at each reporting period to determine whether the building qualifies as an asset held for sale and if the carrying value is recoverable as the proposed sale process continues. If the carrying value is not deemed to be recoverable based on current market conditions, the Company may be required to record impairment charges for these assets in the future.


-16-
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q.
 
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange act”). Forward-looking statements may appear throughout this report, including without limitation, statements in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. For a detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, please refer to Item 1A Risk Factors disclosure in our Annual Report on Form 10-K filed on March 12, 2012. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Introduction

Ambassadors Group, Inc. is a socially conscious education company primarily engaged in organizing and promoting worldwide educational travel programs for students through a direct to consumer revenue model. We operate student travel programs primarily using the People to People brand under a long-term exclusive license agreement. We have been traveling students on People to People programs for over 50 years and with over 500,000 alumni. We believe that our association with that brand and our own 45 years of experience in the educational travel industry give us both a stong awareness in the market and a high level of credibility.
 
Our core program offering is an international destination trip for U.S. students in the 11 to 17 year old age group (“Student Ambassadors Program”). We also offer domestic destination travel programs for U.S. students and international students from over 60 countries focused on leadership and education (“Student Leadership Program”). During 2011, we began to expand our in-bound travel programs by establishing a Beijing office traveling Chinese students on U.S. destination trips (“People to People – China”).

In addition to our People to People student programs, we operate professional travel programs for adults under the People to People brand (“Citizen Ambassadors Program”) and a student travel operation under the Discovery Student Adventures brand (“DSA”).  Our DSA program is associated with Discovery Student Education and operates through a teacher recruited revenue model. Lastly, we operate BookRags (www.bookrags.com), an education oriented research website which provides study guides, lesson plans and other educational resources to students and teachers. The site attracts students and teachers each month to its millions of pages of content, which includes internally developed material, licensed material, and user-generated content.

As further discussed below, our operating results depend on the number of travelers that attend our programs (“travelers” or “delegates”), the fees we are able to charge for each traveler (“gross revenue”), and the direct costs associated with the traveler’s itinerary including airfare, hotel charges, meal costs, event and location fees, chaperone costs, tour manager fees, and the cost of in-country travel (“cost of sales”). Our business is highly seasonal and the second quarter is typically our highest period for gross revenue and cost of sales activity. The majority of sales and marketing expenses are incurred in the third and fourth quarters of the year to attract delegates, while the associated revenue is generally recognized in the second and third quarter of the following fiscal year.



 
-17-
 

Executive Summary

Our strategy is to maintain our high quality and unique out-of-classroom educational experiences while increasing our volume of business. In order to grow the business our operating plans include: introducing new marketing channels while expanding and refining existing channels; building and preserving high quality customer relationships; and introducing new educational travel programs and experiences independently and through strategic alliances. As we complete the peak 2012 travel season and head into the 2013 selling and marketing campaign season, we continue to focus on growing customer relationships. We are focused on early and frequent engagement with current and target delegates and their families. We have engaged our customers earlier than in previous travel campaigns, which has generated over 1,000 enrollments for the 2013 travel season in advance of our peak season that begins in mid-August and runs through late November. We are focused on maintaining a successful, cost effective direct marketing campaign while strengthening other lead generation and revenue channels to broaden our presence in social media and drive growth in enrollments going forward. We believe our strategy will improve the productivity of our marketing efforts and ultimately improve our costs to acquire delegates.

Results of Operations

Consolidated financial results for the three and six months ended June 30, 2012 and 2011 were as follows (in thousands):
 
   
Three Months Ended June 30,
   
2012
  
2011
  
$ Change
    
% Change
Total revenue
  
$
           31,806
  
$
             36,056
  
$
           (4,250)
    
-12%
Cost of goods sold
    
            2,146
    
               3,208
    
           (1,062)
    
-33%
Gross margin
    
           29,660
    
             32,848
    
           (3,188)
    
-10%
   Selling and marketing expenses
    
            6,483
    
               9,439
    
           (2,956)
    
-31%
General and administrative expenses
  
4,384
    
4,120
    
               264
    
6%
Operating income
    
           18,793
    
             19,289
    
             (496)
    
-3%
Other income
    
               613
    
                  406
    
               207
    
51%
Income before income tax provision
    
           19,406
    
             19,695
    
             (289)
    
-1%
Income tax provision
    
           (5,208)
    
              (6,264)
    
            1,056
    
-17%
Net income
  
$
           14,198
  
$
             13,431
  
$
               767
    
6%
                         
                         
                         
   
Six Months Ended June 30,
   
2012
  
2011
  
$ Change
    
% Change
Total revenue
  
$
           34,271
  
$
             37,718
  
$
           (3,447)
    
-9%
Cost of goods sold
    
            3,202
    
               3,827
    
             (625)
    
-16%
Gross margin
    
           31,069
    
             33,891
    
           (2,822)
    
-8%
   Selling and marketing expenses
    
           15,170
    
             19,534
    
           (4,364)
    
-22%
General and administrative expenses
  
            8,591
    
               8,503
    
                 88
    
1%
Operating income
    
            7,308
    
               5,854
    
            1,454
    
25%
Other income
    
               856
    
                  922
    
               (66)
    
-7%
Income before income tax provision
    
            8,164
    
               6,776
    
            1,388
    
20%
Income tax provision
    
           (1,872)
    
              (2,074)
    
               202
    
-10%
Net income
  
$
            6,292
  
$
               4,702
  
$
            1,590
    
34%
 
 
-18-
 
 


During the three months ended June 30, 2012, we traveled 12,042 delegates compared to 13,262 during the second quarter of 2011. During the six months ended June 30, 2012, we traveled 12,789 delegates compared to 13,582 delegates traveled during the same period in 2011. Overall, our gross revenue decreased during the three and six months ended June 30, 2012 compared to the same periods in 2011, due to the decrease in delegates traveled from our core Student Ambassadors Program as well as from declines in two of our non-core programs, Student Leadership and Citizens. This expected decline in travel revenue was partially offset by an increase in revenue from BookRags reflecting increased content sales.

Associated with the decrease in delegates traveled, gross margin decreased $3.2 million and $2.8 million, respectively, during the second quarter and first six months of 2012 compared to 2011. Gross margin as a percentage of gross revenues declined to 36.5 percent during the second quarter of 2012 compared to 37.7 percent during the second quarter of 2011, primarily due to higher airfare expense associated with rising fuel costs and higher foreign exchange rates year-over-year increasing our land vendor payments. For those same reasons, gross margin as a percentage of gross revenue during the first six months of 2012 was 37 percent compared to 38.1 percent during the first six months of 2011.

The continuation of several cutting initiatives reduced operating expenses by $2.7 million and $4.3 million, respectively, during the second quarter and first six months of 2012 compared to those same periods in 2011.  In line with our strategy to reduce overall operating expenses to maximize profitability, these reductions consisted mainly of lower marketing expenses related to travel campaigns and reduced personnel costs associated with a reduction in staffing. These savings were offset by increased legal and professional expenses primarily related to the previously disclosed proxy contest.
 
Other income during the second quarter of 2012 increased $0.2 million compared to the second quarter of 2011 due primarily to realized gains from the sale of municipal bonds during the quarter. During the first six months of 2012 compared to the same period in 2011, other income decreased $0.1 million. The prior year six-month period included a $0.2 million gain as a result of the de-designation of derivative contracts after exiting foreign currency positions following the tsunami in Japan.
 
We record income tax provisions using an effective income tax rate applied to pre-tax income for the three and six months ended June 30, 2012 and 2011, respectively. The difference from our statutory rate of 34 percent and the decrease in the effective tax rate on a year-over-year basis is primarily due to the impact of tax exempt interest income earned during the periods in relation to net income.
 
In spite of the decline in delegate counts, our cost cutting initiatives discussed above helped increase profitability in the second quarter and first six months of 2012 compared to the same period in 2011. As a result, net income increased $0.8 million and $1.6 million, respectively, in the three and six months ended June 30, 2012, compared to the same periods in 2011.

Results of Operations by Segment
 
Segment results of operations for the three and six months ended June 30, 2012 and 2011 were as follows (in thousands):
  
 
-19-
 
 
Three months ended June 30 2012,
  
Three months ended June 30 2011,
  
 
Ambassador Programs and Other (1)
          
Ambassador Programs and Other (1)
            
                 
BookRags
  
Consolidated
  
BookRags
    
Consolidated
  
Total revenue
 $ 30,801   $ 1,005   31,806   $ 35,142   $ 914     $ 36,056  
Cost of goods sold
   2,013     133   2,146     3,079     129       3,208  
Gross margin
   28,788     872   29,660     32,063     785       32,848  
Selling and marketing expenses
   6,164     319   6,483     9,081     358       9,439  
General and administrative expenses
   4,173     211   4,384     3,950     170       4,120  
Operating income
   18,451     342   18,793     19,032     257       19,289  
Other income
   593     20   613     394     12       406  
Income before income tax provision
   19,044     362   19,406     19,426     269       19,695  
Income tax provision
   (5,160 )   (48 ) (5,208 )   (6,189 )   (75 )     (6,264 )
Net income
 $ 13,884   $ 314   14,198   $ 13,237   $ 194     $ 13,431  
                                     
 
 
Six months ended June 30 2012,
  
Six months ended June 30 2011,
  
 
Ambassador Programs and Other (1)
            
Ambassador Programs and Other (1)
                
                       
BookRags
  
Consolidated
  
BookRags
    
Consolidated
  
Total revenue
 $ 32,068   $ 2,203   34,271   $ 35,801   $ 1,917     $ 37,718  
Cost of goods sold
   2,899     303   3,202     3,565     262       3,827  
Gross margin
   29,169     1,900   31,069     32,236     1,655       33,891  
Selling and marketing expenses
   14,466     704   15,170     18,886     648       19,534  
General and administrative expenses
   8,214     377   8,591     8,131     372       8,503  
Operating income
   6,489     819   7,308     5,219     635       5,854  
Other income
   826     30   856     901     21       922  
Income before income tax provision
   7,315     849   8,164     6,120     656       6,776  
Income tax provision
   (1,679 )   (193 ) (1,872 )   (1,874 )   (200 )     (2,074 )
Net income
 $ 5,636   $ 656   6,292   $ 4,246   $ 456     $ 4,702  
 

(1)  
Ambassador Programs and Other include all travel programs offered by Ambassador Programs and World Adventures Unlimited as well as corporate overhead.


Key Performance Non-GAAP Financial Indicators

We analyze our performance on a net income, cash flow and liquidity basis in accordance with generally accepted accounting principles (“GAAP”) as well as on a non-GAAP operating, cash flow and liquidity basis referred to below as “non-GAAP operating results” or “non-GAAP cash flows and liquidity measures.” These measures and related discussions are presented as supplementary information in this analysis to enhance the readers’ understanding of, and highlight trends in, our core financial results. Any non-GAAP financial measure used by us should not be considered in isolation or as a substitute for measures of performance or liquidity prepared in accordance with GAAP.

2012 Net Enrollments
 
Net enrollments on a forward looking basis consist of all active participants, which we define as those who have enrolled in our programs less those who have already withdrawn for the travel year referenced, including travel that has already been completed. This is a point in time measurement that we use as an indication of future gross revenues for our travel programs. Enrolled revenue consists of estimated gross receipts to be recognized, in the future, upon travel of an enrolled participant and may not result in the actual gross receipts eventually recognized due both to withdrawals from our programs and expected future enrollments. This non-GAAP measure relates to our travel programs only and does not include anticipated revenue for BookRags.
 
 
 
-20-
 
   
As of July 22,
  
   
Delegates
  
Enrollment detail for travel year
  
2012
    
2011
    
Change
    
  % Change
  
Student Ambassadors
   17,356     19,179     (1,823 )   -9.5 %
Total, all programs
   21,262     24,007     (2,745 )   -11.4 %
 
 
Deployable Cash

Deployable cash is a liquidity measure which is calculated as the sum of cash, cash equivalents, short-term available-for-sale securities and prepaid program costs and expenses less the sum of accounts payable, accrued expenses and other short-term liabilities (excluding deferred taxes) and participant deposits. We believe the deployable cash measurement is useful in understanding cash available to deploy for current and future business opportunities, as it represents an estimate of excess cash available for strategic actions. This non-GAAP measure is based on conservative assumptions, such as 100 percent of participants’ deposits being forfeited even though a portion is non-refundable and should not be construed as the maximum amount of cash sources available to run the business. See the ‘Liquidity’ section below for explanations of cash sources and uses.
 
Deployable Cash Reconciliation (in thousands)
   
June 30,
    
December 31,
  
   
2012
    
2011
    
2011
  
Cash, cash equivalents and short-term available-for-sale securities
   $ 81,937     $ 89,977     $ 58,647  
Prepaid program cost and expenses
     24,825       23,815       13,299  
Less: Participants’ deposits
     (54,327 )     (61,757 )     (27,396 )
Less: Accounts payable / accruals / other liabilities
     (10,759 )     (10,732 )     (5,970 )
Deployable cash
   $ 41,676     $ 41,303     $ 38,580  
 
Free Cash Flow

Free cash flow is calculated as cash flow from operations less the purchase of property, equipment and intangible assets. Management believes this non-GAAP measure is useful to investors in understanding the cash generated or distributed within the current period for future use in operations. See the ‘Liquidity’ section below for explanations of cash sources and uses.

Free Cash Flow Reconciliation (in thousands)
 
Six months ended June 30,
  
 
  2012
    
  2011
    
  $ Change
  
Cash flow provided by operations
 $ 28,685     $ 19,695     8,990  
Purchase of property, equipment and intangibles
   (2,997 )     (2,108 )   (889 )
Free cash flow
 $ 25,688     $ 17,587     8,101  


 
-21-
 
 
Liquidity
 
Total assets at June 30, 2012 were $150.0 million, of which 54.6 percent, or $81.9 million, were cash, cash equivalents and short-term available-for-sale securities. At June 30, 2011, total assets were $157.7 million, of which 57.0 percent, or $90.0 million, were cash, cash equivalents and short-term available-for-sale securities. The decrease in cash, cash equivalents and short-term available-for-sale securities year-over-year was a result of lower participant deposits collected due primarily to the lower delegate count volume discussed above.
 
Cash provided by operations was $28.7 million and $19.7 million during the six months ended June 30, 2012 and 2011, respectively. The increase in cash provided by operations was primarily due to the timing of recurring prepaid program costs offset by lower participant deposits collected.
 
Cash used in investing activities was $42.8 million and $12.8 million during the three months ended June 30, 2012 and 2011, respectively. The increase in cash used in investing activities was primarily due to a net increase in cash used in the purchases of available-for-sale securities as a result of the timing of our decision to transfer a portion of our investment portfolio to new account managers in an attempt to diversify our holdings.
 
Cash used in financing activities was $2.3 million and $8.1 million during the six months ended June 30, 2012 and 2011, respectively. The change in cash used in financing activities was a result of no cash being used for repurchase of our Common Stock in the second quarter of 2012.
 
Capital Resources
 
We maintain an unsecured revolving line of credit with Wells Fargo Bank, National Association, which at June 30, 2012, had an unused line of credit of $20.0 million. In order to utilize this line of credit, we must comply with certain covenants. These covenants include deployable cash greater than zero, tangible net worth greater than $40.0 million and net income after taxes for the current and previous three quarters of greater than $2.0 million through June 30, 2013, increasing to $4.0 million as of September 30, 2013 and each quarter thereafter. At June 30, 2012, we were in compliance with all covenants.

During the first six months of 2012 we engaged in a proxy contest with certain stockholders which was settled in May 2012. The Company incurred $1.3 million in additional expenses and legal fees in connection with the proxy contest.
 
Contractual Obligations
 
We do not have any material capital expenditure commitments for 2012. Our business is not capital intensive and we believe that existing cash and cash equivalents and cash flows from operations will be sufficient to fund our anticipated operating needs and capital expenditures through 2012. For additional information related to our contractual obligations, please refer to our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K filed on March 12, 2012.
 
Critical Accounting Policies and Estimates
 
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported disclosures of assets, liabilities, revenue and expenses. Our estimates are based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business.  We consider that our most critical accounting estimates are related to the valuation of available-for-sale securities, valuation of goodwill and intangible assets, foreign currency exchange contracts, revenue recognition, and contingencies and litigation as they require us to make assumptions that may be highly uncertain at the time the accounting estimates were made and changes in them are reasonably likely to occur from period to period.  There are other items within our consolidated financial statements that require estimation but are not deemed to be critical.  Changes in estimates used in these and other items could have a material impact on our consolidated financial statements. For a more complete discussion, please refer to our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K filed on March 12, 2012.
 
 
-22-
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
There has been no significant change to our market risks as discussed in ‘Market Risk,’ as part of Item 7, ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ in our Annual Report on Form 10-K filed on March 12, 2012.
 
Item 4. Controls and Procedures
 
(a) Evaluation of disclosure controls and procedures
 
As of June 30, 2012, the end of the period covered by this report, our chief executive officer and chief financial officer reviewed, evaluated and concluded that our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) were effective.  These controls and procedures are designed to ensure information required to be disclosed in our Form 10-Q filed or submitted under the Exchange Act is recorded, processed, summarized, and reported on a timely basis, and has been accumulated and communicated to our management including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
(b) Changes in internal control over financial reporting
 
In the three months ended June 30, 2012, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
-23-
 
PART II
OTHER INFORMATION
 
Item 1. Legal Proceedings
 
The information contained in Note 9, “Commitments and Contingencies” to our consolidated financial statements is incorporated by reference to this Item.
 
Item 1A. Risk Factors
 
As of the date of this report, there have been no material changes to our risk factors, as discussed in Item 1A, ‘Risk Factors,’ contained in our Annual Report on Form 10-K filed on March 12, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On various dates between May 2004 and May 2011 our Board of Directors has authorized the repurchase of Common Stock in the open market or through private transactions (the “Repurchase Plan”). The current balance of the Repurchase Plan is $13.5 million in shares that may be repurchased. During the three and six months ended June 30, 2012, we repurchased zero shares of our Common Stock.
 
Item 6. Exhibits

 
31.1  
Certification under Section 302 of the Sarbanes-Oxley Act of 2002
    
 
 
31.2  
Certification under Section 302 of the Sarbanes-Oxley Act of 2002
    
 
 
32.1  
Certification under Section 906 of the Sarbanes-Oxley Act of 2002
    
 
 
32.2  
Certification under Section 906 of the Sarbanes-Oxley Act of 2002
    
 
-24-
 
 
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.
 
 
AMBASSADORS GROUP, INC.
 
Date: August 7, 2012
By:  
/s/ JEFFREY D. THOMAS 
  
   
Jeffrey D. Thomas 
  
   
Chief Executive Officer 
 
  
Date: August 7, 2012
By:  
/s/ ANTHONY F. DOMBROWIK 
  
   
Anthony F. Dombrowik 
  
   
Senior Vice President, Chief Financial Officer 
 
  


 
 
-25-
 
EXHIBIT INDEX
 
 
31.1  
Certification under Section 302 of the Sarbanes-Oxley Act of 2002
    
 
 
31.2  
Certification under Section 302 of the Sarbanes-Oxley Act of 2002
    
 
 
32.1  
Certification under Section 906 of the Sarbanes-Oxley Act of 2002
    
 
 
32.2  
Certification under Section 906 of the Sarbanes-Oxley Act of 2002
    

-26-