##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 (Amendment No. 1)
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 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: 0-26420
 
 AMBASSADORS INTERNATIONAL, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
    
    91-1688605(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 1071 Camelback Street
Newport Beach, California 92660
 (Address of Principal Executive Offices)
 Registrants Telephone Number, Including Area Code: (949) 759-5900
 
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 Yes o No þ
 The
number of shares of the registrants Common Stock outstanding as
of June 1, 2009 was
11,173,267.




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##### 



AMBASSADORS INTERNATIONAL, INC.  FORM 10-Q QUARTERLY REPORT
  
 TABLE OF CONTENTS
 PART I FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets at March 31, 2009 (unaudited) and December 31, 2008
    
    
    2Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and
2008 (unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and
2008 (unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Item 4T. Controls and Procedures
    
    
    22PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    24SIGNATURES
    
    
    25EXHIBIT INDEX
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 Ambassadors International, Inc.
 
 Condensed Consolidated Balance Sheets
 (in thousands, except share and per share data)
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    5,164
    
    
    $
    10,105Restricted cash
    
    
    17,259
    
    
    
    16,625Accounts and other receivables, net of allowance of $20 at
March 31, 2009 and December 31, 2008
    
    
    2,913
    
    
    
    2,367Inventory
    
    
    1,664
    
    
    
    1,839Prepaid costs and other current assets
    
    
    3,824
    
    
    
    3,522Assets held for sale
    
    
    26,703
    
    
    
    28,593Total current assets
    
    
    57,527
    
    
    
    63,051Property, vessels and equipment, net
    
    
    127,858
    
    
    
    130,461Goodwill
    
    
    3,591
    
    
    
    6,275Deferred
income taxes
    
    
    746
    
    
    
    746Other intangibles, net
    
    
    7,282
    
    
    
    7,282Other assets
    
    
    290
    
    
    
    541Total assets
    
    $
    197,294
    
    
    $
    208,356Liabilities:Current liabilities:Accounts payable
    
    $
    13,248
    
    
    $
    15,663Passenger and participant deposits
    
    
    19,131
    
    
    
    17,221Accrued expenses
    
    
    5,934
    
    
    
    11,186Current portion of long term debt
    
    
    948
    
    
    
    948Deferred
income taxes
    
    
    746
    
    
    
    746Liabilities
related to assets held for sale
    
    
    21,279
    
    
    
    14,978Total current liabilities
    
    
    61,286
    
    
    
    60,742Long term debt net of discount of $9,598 at March 31, 2009 and $12,436
at December 31, 2008, respectively
    
    
    87,402
    
    
    
    86,679Total liabilities
    
    
    148,688
    
    
    
    147,421Commitments and contingencies (Note 10)Stockholders equity:Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, $.01 par value; 40,000,000 shares authorized; 11,318,067
shares issued and outstanding at March 31, 2009 and December 31, 2008,
respectively
    
    
    108
    
    
    
    108Additional paid-in capital
    
    
    110,497
    
    
    
    111,246Accumulated deficit
    
    
    (62,284
    )
    
    
    (50,872
    )Accumulated other comprehensive income
    
    
    285
    
    
    
    453Total stockholders equity
    
    
    48,606
    
    
    
    60,935Total liabilities and stockholders equity
    
    $
    197,294
    
    
    $
    208,356
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  2




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Ambassadors International, Inc.
 
 Condensed Consolidated Statements of Operations
 (in thousands, except per share data)
 Three Months EndedMarch 31,2009
    
    
    2008(unaudited)Revenues:Passenger ticket revenue
    
    $
    12,452
    
    
    $
    18,757Onboard and other cruise revenue
    
    
    2,949
    
    
    
    5,246Travel, incentive and event related
    
    
    1,756
    
    
    
    3,72717,157
    
    
    
    27,730Costs and operating expenses:Cruise operating expenses:Compensation and benefits
    
    
    2,034
    
    
    
    4,611Passenger expenses
    
    
    1,103
    
    
    
    1,380Materials and services
    
    
    6,608
    
    
    
    10,121Repairs and maintenance
    
    
    1,670
    
    
    
    2,229Commissions and other cruise operating expenses
    
    
    1,131
    
    
    
    2,50612,546
    
    
    
    20,847Selling and tour promotion
    
    
    1,886
    
    
    
    6,416General and administrative
    
    
    3,106
    
    
    
    9,422Impairment charge
    
    
    2,684
    
    
    
    Depreciation and amortization
    
    
    2,758
    
    
    
    3,21422,980
    
    
    
    39,899Operating loss from continuing operations
    
    
    (5,823
    )
    
    
    (12,169
    )Other income (expense):Interest and dividend income
    
    
    25
    
    
    
    302Interest expense
    
    
    (1,649
    )
    
    
    (2,546
    )Other, net
    
    
    271
    
    
    
    632(1,353
    )
    
    
    (1,612
    )Loss from continuing operations before income taxes
    
    
    (7,176
    )
    
    
    (13,781
    )Income tax provision (benefit)
    
    
    3
    
    
    
    (5
    )Loss from continuing operations
    
    
    (7,179
    )
    
    
    (13,776
    )Income (loss) from discontinued operations, net of tax (Note 2)
    
    
    (4,233
    )
    
    
    1,265Net loss
    
    $
    (11,412
    )
    
    $
    (12,511
    )Earnings (loss) per share from continuing operations:Basic
    
    $
    (0.63
    )
    
    $
    (1.27
    )Diluted
    
    $
    (0.63
    )
    
    $
    (1.27
    )Weighted-average common shares outstanding:Basic
    
    
    11,318
    
    
    
    10,890Diluted
    
    
    11,318
    
    
    
    10,890Earnings (loss) per share from discontinued operations:Basic
    
    $
    (0.38
    )
    
    $
    0.12Diluted
    
    $
    (0.38
    )
    
    $
    0.11Weighted-average common shares outstanding:Basic
    
    
    11,318
    
    
    
    10,890Diluted
    
    
    11,318
    
    
    
    11,350Earnings (loss) per share:Basic
    
    $
    (1.01
    )
    
    $
    (1.15
    )Diluted
    
    $
    (1.01
    )
    
    $
    (1.15
    )Weighted-average common shares outstanding:Basic
    
    
    11,318
    
    
    
    10,890Diluted
    
    
    11,318
    
    
    
    10,890
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  3




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Ambassadors International, Inc.
 
 Condensed Consolidated Statements of Cash Flows 
(in thousands)
 Three Months EndedMarch 31,2009
    
    
    2008(unaudited)Cash flows from operating activities:Net loss
    
    $
    (11,412
    )
    
    $
    (12,511
    )Less: Income (loss) from discontinued operations
    
    
    (4,233
    )
    
    
    1,265Loss from continuing operations
    
    
    (7,179
    )
    
    
    (13,776
    )Adjustments to reconcile net loss to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    2,758
    
    
    
    3,214Amortization of debt discount and offering costs
    
    
    721
    
    
    
    703Share-based compensation expense (benefit)
    
    
    (749
    )
    
    
    402Impairment Loss
    
    
    2,684
    
    
    
    Foreign currency translation
    
    
    (9
    )
    
    
    Change in assets and liabilities, net of effects of business acquisitions and
dispositions:Accounts and other receivables
    
    
    (546
    )
    
    
    (2,363
    )Inventory
    
    
    175
    
    
    
    (579
    )Prepaid costs and other current assets
    
    
    (300
    )
    
    
    (4,049
    )Other assets
    
    
    251
    
    
    
    230Accounts payable and accrued expenses
    
    
    (7,667
    )
    
    
    1,415Passenger and participant deposits
    
    
    1,910
    
    
    
    14,207Discontinued operations
    
    
    4,055
    
    
    
    4,042Net cash (used in) provided by operating activities
    
    
    (3,896
    )
    
    
    3,446Cash flows from investing activities:Restricted cash
    
    
    (634
    )
    
    
    (2,341
    )Purchase of property, vessels and equipment
    
    
    (155
    )
    
    
    (2,488
    )Discontinued operations
    
    
    (85
    )
    
    
    (780
    )Net cash used in investing activities
    
    
    (874
    )
    
    
    (5,609
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    
    
    
    
    21Payments on long term debt
    
    
    
    
    
    
    (1,663
    )Discontinued operations
    
    
    (171
    )
    
    
    (901
    )Net cash used in financing activities
    
    
    (171
    )
    
    
    (2,543
    )Net decrease in cash and cash equivalents
    
    
    (4,941
    )
    
    
    (4,706
    )Cash and cash equivalents, beginning of period
    
    
    10,105
    
    
    
    21,998Cash and cash equivalents, end of period
    
    $
    5,164
    
    
    $
    17,292
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  4




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Ambassadors International, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (unaudited)
 1.
    
    Description of the Company and Basis of Presentation
 The Company
    
    
    Cruise This segment operates the Windstar Cruises brand within ACG. ACG,
through its wholly-owned subsidiary, AICG, acquired Windstar Cruises, an
international-flagged small luxury ship cruise line that operates a three-ship fleet that
includes the 312-passenger Wind Surf, 148-passenger Wind Spirit, and 148-passenger Wind
Star. The Companys 2009 Windstar Cruises schedule includes destinations in the Greek
Isles, Caribbean Islands and Costa Rica and cruises on the Mediterranean, the Adriatic,
and the Panama Canal.
 Empress of the North American
Queen ®
 
    
    Travel and Events Operating under the Ambassadors, LLC brand, this segment
develops, markets, and manages meetings and incentive programs for a nationwide roster
of corporate clients utilizing incentive travel, merchandise award programs and
corporate meeting management services. Though March 31, 2009, it also provided a
comprehensive hotel reservation, registration and travel services for meetings,
conventions, expositions and trade shows referred to as Housing. In February 2009,
the Company announced its intention to sell the Travel and Events business. As of
March 31, 2009, the Company evaluated the recoverability of goodwill related to its
travel and events segment and recorded an impairment charge of $2.7 million. On April 16,
2009, certain assets of Housing were sold and the buyer assumed certain liabilities
associated with Housing. Housing comprised the majority of Travel and Events
revenue and earnings. The Company will complete all scheduled programs associated with
the Events business throughout 2009. After the completion of the scheduled events, the
Company will exit the business in an orderly fashion. See note 11, Subsequent Events.
 
    
    Corporate and Other This segment consists of general corporate assets and
other activities which are not directly related to the Companys cruise or travel and
events segments.
  5




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Seasonality
  Basis of Presentation
   Reclassifications
   Fair Value Measurements
   
    
    Level 1  quoted prices for identical instruments in active markets;
 
    
    Level 2  quoted prices for similar instruments in active markets; quoted prices
for identical or similar instruments in markets that are not active; and model-derived
valuations in which significant inputs and significant value drivers are observable in
active markets; and
 
    
    Level 3  valuations derived from valuation techniques in which one or more
significant inputs or significant value drivers are unobservable.
   6




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Restricted Cash
  March 31,
    
    
    December 31,2009
    
    
    2008Restricted cash to secure credit card processing
    
    $
    11,278
    
    
    $
    10,644Restricted cash to secure letters of credit
    
    
    5,981
    
    
    
    5,981Balance
    
    $
    17,259
    
    
    $
    16,625
  Revenue Recognition
  Passenger Ticket Revenue and Onboard and Other Cruise Revenues
  Travel, Incentive and Event Related
   7




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Property, Vessels and Equipment
   Long-lived Assets including Intangible Assets
  Income Taxes
  Drydocking
   8




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Accounting for Stock Options
  Three Months EndedMarch 31,2009
    
    
    2008Compensation cost related to stock options
    
    $
    74
    
    
    $
    202Compensation cost related to restricted stock
    
    
    (823
    )
    
    
    200Total stock-based compensation costs
    
    $
    (749
    )
    
    $
    402
  Recent Accounting Pronouncements
 Interim Disclosures
about Fair Value of Financial Instruments
   9




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Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock Accounting for Derivative Instruments and
Hedging Activities
 Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets
 Business Combinations
 2.
    
    Discontinued Operations
  March 31, 2009
    
    
    March 31, 2008Total revenue
    
    $
    13,959
    
    
    $
    29,356Income (loss) from
discontinued
operations before
taxes
    
    
    (4,276
    )
    
    
    1,164Income tax benefit
    
    
    43
    
    
    
    101Income (loss) from
discontinued
operations, net of
taxes
    
    $
    (4,233
    )
    
    $
    1,265
  March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)Assets held for saleAccounts receivable, net
    
    $
    12,993
    
    
    $
    15,311Costs in excess of billings
    
    
    3,868
    
    
    
    5,283Insurance receivables
    
    
    6,552
    
    
    
    6,313Inventory
    
    
    1,875
    
    
    
    All other assets
    
    
    1,415
    
    
    
    1,686$
    26,703
    
    
    $
    28,593Liabilities related to assets held for sale:Accounts payable and accrued expenses
    
    $
    8,887
    
    
    $
    4,137Billings in excess of costs
    
    
    6,290
    
    
    
    4,253Note payable
to bank
    
    
    1,756
    
    
    
    1,927All other liabilities
    
    
    4,346
    
    
    
    4,661$
    21,279
    
    
    $
    14,978
  10




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3.
    
    Inventory
  March 31, 
2009
    
    
    December 31,
 2008Food, souvenirs and supplies
    
    $
    1,254
    
    
    $
    1,519Fuel
    
    
    410
    
    
    
    320$
    1,664
    
    
    $
    1,839
 4.
    
    Prepaid costs and other current assets
  March 31,
 2009
    
    
    December 31, 
2008Current portion of prepaid drydocking costs
    
    $
    1,133
    
    
    $
    1,266Prepaid program and tour costs
    
    
    1,869
    
    
    
    418Current portion of prepaid offering costs
    
    
    53
    
    
    
    50Other prepaid costs and other current assets
    
    
    769
    
    
    
    1,788$
    3,824
    
    
    $
    3,522
 5.
    
    Long term obligations
  March 31,
 2009
    
    
    December 31, 
2008Guaranteed principal payment to MARAD
    
    $
    948
    
    
    $
    9483.75% Convertible Senior Notes, net
of unamortized discount and offering
costs of $9,598 and $12,436,
respectively
    
    
    87,402
    
    
    
    86,67988,350
    
    
    
    87,627Less: current portion
    
    
    948
    
    
    
    948Non-current portion
    
    $
    87,402
    
    
    $
    86,679
 Guaranteed Principal Payment
 American Queen ® American Queen ®
  11




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3.75% Convertible Senior Notes
       Year Ended December 31,2009
    
    $
    9482010
    
    
    2011
    
    
    2012
    
    
    97,00097,948Less: Unamortized discount and offering costs
    
    
    (9,598
    )Less: current portion
    
    
    (948
    )Non-current portion
    
    $
    87,402
 6.
    
    Comprehensive loss
  Three Months EndedMarch 31,2009
    
    
    2008Net loss
    
    $
    (11,412
    )
    
    $
    (12,511
    )Change in unrealized gain (loss) on foreign currency translation
    
    
    (168
    )
    
    
    327$
    (11,580
    )
    
    $
    (12,184
    )
  12




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7.
    
    Earnings (Loss) Per Share
   Three Months EndedMarch 31,2009
    
    
    2008Numerator:Loss from continuing operations
    
    $
    (7,179
    )
    
    $
    (13,776
    )Denominator:Weighted-average shares outstanding  basic
    
    
    11,318
    
    
    
    10,890Weighted-average shares outstanding  diluted
    
    
    11,318
    
    
    
    10,890Loss per share from continuing operations:Basic and diluted
    
    $
    (0.63
    )
    
    $
    (1.27
    )Numerator:Income (loss) from discontinued operations
    
    $
    (4,233
    )
    
    $
    1,265Denominator:Weighted-average shares outstanding  basic
    
    
    11,318
    
    
    
    10,890Weighted-average shares outstanding  diluted
    
    
    11,318
    
    
    
    11,350Earnings (loss) per share from discontinued operations:Basic
    
    $
    (0.38
    )
    
    $
    0.12Diluted
    
    $
    (0.38
    )
    
    $
    0.11Numerator:Net-loss
    
    $
    (11,412
    )
    
    $
    (12,511
    )Denominator:Weighted-average
shares outstanding  basic
    
    
    11,318
    
    
    
    10,890Weighted-average
shares outstanding  diluted
    
    
    11,318
    
    
    
    10,890Earnings (loss)
per share:Basic and
diluted
    
    $
    (1.01
    )
    
    $
    (1.15
    )
 8.
    
    Business Segments
    13




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Three Months EndedMarch 31,2009
    
    
    2008Revenue from continuing operations:Cruise
    
    $
    15,401
    
    
    $
    24,003Travel and events
    
    
    1,756
    
    
    
    3,727Total
revenue from continuing operations
    
    $
    17,157
    
    
    $
    27,730
 Three Months EndedMarch 31,2009
    
    
    2008Operating
income (loss) from continuing operations:Cruise
    
    $
    (3,334
    )
    
    $
    (11,393
    )Travel and events
    
    
    (2,836
    )
    
    
    376Corporate and other
    
    
    347
    
    
    
    (1,152
    )Total
operating loss from continuing operations
    
    $
    (5,823
    )
    
    $
    (12,169
    )
 9.
    
    Income Taxes
    10.
    
    Commitments and Contingencies
   14




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11.
    
    Subsequent Events
     15




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
  Wind Surf Wind Spirit Wind Star
    
    
    Increase our sales and marketing efficiencies to drive more sales, which will enable us
to scale our campaigns to a level appropriate for a company of our size;
 
    
    Increase onboard margins and guest satisfaction by replacing and/or directly managing
key onboard services;
 
    
    Reduce operational costs by renegotiating key vendor contracts or eliminating certain
third party relationships that will allow for significant direct cost savings, efficiency
gain and product improvements.
 Critical Accounting Policies
    16




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Revenue Recognition
  Passenger Ticket Revenue and Onboard and Other Cruise Revenues
  Travel, Incentive and Event Related
   Property, Vessels and Equipment
   Drydocking
   17




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Long-Lived Assets Including Intangibles
  Income Taxes
  Statistical Terminology and Information for Cruise Operations
 Available Passenger Cruise Days (APCD)
  Occupancy
  Passenger Cruise Days
   Three Months EndedMarch 31,2009
    
    
    2008(unaudited)Passengers Carried
    
    
    6,456
    
    
    
    7,221Occupancy Percentage
    
    
    85.0
    %
    
    
    95.0
    %Passenger Cruise Days
    
    
    45,192
    
    
    
    50,547APCD
    
    
    53,144
    
    
    
    53,256
  18




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COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2009 TO THE THREE MONTHS ENDED MARCH 31,
2008
 Revenue
  Cruise Operating Expenses
  Selling and Tour Promotion Expenses
  General and Administrative Expenses
  Depreciation and Amortization
  Operating Loss
  Other Income (Expense)
 Queen of the West Empress of the North Queen of the West
  19




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Income Taxes
  Net Loss
  Liquidity and Capital Resources
         20




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Events of Default Under Debt Agreements
   Trends and Uncertainties
  Cautionary Note Regarding Forward-Looking Statements
  
    
    our ability to effectively and efficiently operate our cruise operations;
 
    
    our ability to effectively and expeditiously divest Majestic America Line;
 
    
    customer cancellation rates;
 
    
    competitive conditions in the industry in which we operate;
 
    
    marketing expenses;
 
    
    extreme weather conditions;
  21




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
    
    the impact of new laws and regulations affecting our business;
 
    
    negative incidents involving cruise ships, including those involving the health
and safety of passengers;
 
    
    cruise ship maintenance problems and emergency ship repairs;
 
    
    reduced consumer demand for vacations and cruise vacations;
 
    
    changes in fuel, food, payroll, insurance and security costs;
 
    
    changes in relationships with certain travel providers;
 
    
    changes in vacation industry capacity;
 
    
    other economic and geo-political factors and other considerations affecting the
travel industry;
 
    
    changes in United States maritime tax laws;
 
    
    potential claims related to our reinsurance business; and
 
    
    the potentially volatile nature of the reinsurance business.
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
  
 Item 4T. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   22




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##### Table of Contents



Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
   23




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##### Table of Contents



Item 6. Exhibits.
 Exhibit No.
    
    Description10.1
    
    
    Membership Interest Purchase Agreement, dated May 1, 2009, by
and among Ambassadors International, Inc., Ambassadors Marine
Group, LLC and Bellwether Financial Group, Inc. (incorporated
by reference to Exhibit 10.1 to our Current Report on form 8-K
filed on May 5, 2009)10.2
    
    
    Letter Agreement, dated May 13, 2009, by and among Ambassadors
International, Inc., Ambassadors Marine Group, LLC and
Bellwether Financial Group, Inc. (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on
May 15, 2009)10.3
    
    
    Severance Agreement and General Release of All Claims between
Laura L. Tuthill and the Company, dated February 6, 2009
(incorporated by reference to Exhibit 10.1 to our Current
Report on form 8-K filed on February 11, 2009)10.4
    
    
    Severance Agreement and General Release of All Claims between
Joseph M. McCarthy and the Company, dated February 6, 2009
(incorporated by reference to Exhibit 10.1 to our Current
Report on form 8-K filed on February 11, 2009)10.5
    
    
    Asset Purchase Agreement, dated April 16, 2009, by and among
Travel And Events Services, LLC, Ambassadors, LLC and
Ambassadors International, Inc. (incorporated by reference to
Exhibit 10.1 to our Current Report on form 8-K filed on April
20, 2009)31.1
    
    
    Certification of Chief Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1)31.2
    
    
    Certification of Chief Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1)32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)32.2
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)
 
 (1)
    
    Attached hereto.  24




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##### Table of Contents



Signatures
 
 AMBASSADORS INTERNATIONAL, INC.
(Registrant)Date: June 4, 2009
    By:
    /s/ Mark T. DetillionMark T. DetillionChief Financial Officer,
(Principal Financial Officer and 
Duly Authorized Officer)  25




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description10.1
    
    
    Membership Interest Purchase Agreement, dated May 1, 2009, by
and among Ambassadors International, Inc., Ambassadors Marine
Group, LLC and Bellwether Financial Group, Inc. (incorporated
by reference to Exhibit 10.1 to our Current Report on form 8-K
filed on May 5, 2009)10.2
    
    
    Letter Agreement, dated May 13, 2009, by and among Ambassadors
International, Inc., Ambassadors Marine Group, LLC and
Bellwether Financial Group, Inc. (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on
May 15, 2009)10.3
    
    
    Severance Agreement and General Release of All Claims between
Laura L. Tuthill and the Company, dated February 6, 2009
(incorporated by reference to Exhibit 10.1 to our Current
Report on form 8-K filed on February 11, 2009)10.4
    
    
    Severance Agreement and General Release of All Claims between
Joseph M. McCarthy and the Company, dated February 6, 2009
(incorporated by reference to Exhibit 10.1 to our Current
Report on form 8-K filed on February 11, 2009)10.5
    
    
    Asset Purchase Agreement, dated April 16, 2009, by and among
Travel And Events Services, LLC, Ambassadors, LLC and
Ambassadors International, Inc. (incorporated by reference to
Exhibit 10.1 to our Current Report on form 8-K filed on April
20, 2009)31.1
    
    
    Certification of Chief Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1)31.2
    
    
    Certification of Chief Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1)32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)32.2
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)
 
 (1)
    
    Attached hereto.  26