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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
                     to



Commission file number: 0-26420



AMBASSADORS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 91-1688605                         
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|1071 Camelback Street                                         |  |                                    
|Newport Beach, California                                     |  | 92660                              
|(Address of Principal Executive Offices)                      |  | (Zip Code)                         



Registrants
Telephone Number, Including Area Code: (949) 759-5900



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes  x    No ̈



The number of shares of the registrants Common Stock outstanding as of April 26, 2005 was 10,329,501.



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##### Table of Contents

AMBASSADORS INTERNATIONAL, INC.



FORM 10-Q QUARTERLY REPORT



TABLE OF CONTENTS



|              |  |                       |  |                                                                                                     |  |     
|------------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------- |  | ----
|              |  |                       |  |                                                                                                     |  | Page
|PART I        |  | FINANCIAL INFORMATION |  |                                                                                                    
|              |  |                       | 
|              |  | Item 1.               |  | Financial Statements                                                                                |  |     
|              |  |                       | 
|              |  |                       |  | Consolidated Balance Sheets at March 31, 2005 (unaudited) andDecember 31, 2004                      |  | 1   
|              |  |                       | 
|              |  |                       |  | Consolidated Statements of Income for the Three MonthsEnded March 31, 2005 and 2004 (unaudited)     |  | 2   
|              |  |                       | 
|              |  |                       |  | Consolidated Statements of Cash Flows for the Three MonthsEnded March 31, 2005 and 2004 (unaudited) |  | 3   
|              |  |                       | 
|              |  |                       |  | Notes to Consolidated Financial Statements                                                          |  | 4   
|              |  |                       | 
|              |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition andResults of Operations                |  | 11  
|              |  |                       | 
|              |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                          |  | 17  
|              |  |                       | 
|              |  | Item 4.               |  | Controls and Procedures                                                                             |  | 17  
|              |  |                      
|PART II       |  | OTHER INFORMATION     |  |                                                                                                    
|              |  |                       | 
|              |  | Item 1.               |  | Legal Proceedings                                                                                   |  | 19  
|              |  |                       | 
|              |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                         |  | 19  
|              |  |                       | 
|              |  | Item 6.               |  | Exhibits                                                                                            |  | 19  
|              | 
|SIGNATURES    |  | 20                   
|              | 
|EXHIBIT INDEX |  | 21                   



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##### Table of Contents

PART 1 - FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------



Ambassadors International, Inc.



Consolidated Balance Sheets

(in thousands, except share data)



|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                  |  | March 31,2005 |         |   | December 31,2004 |  
|                                                                                                                                                  |  | (unaudited)   |         |   |                  |  
|Assets:                                                                                                                                           |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                                                   |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                         |  | $             | 20,487  |   |                  | $ | 39,474  |  
|Available-for-sale securities                                                                                                                     |  |               | 77,067  |   |                  |   | 58,441  |  
|Accounts receivable, net of allowance of $24 and $52 in 2005 and 2004, respectively                                                               |  |               | 6,283   |   |                  |   | 4,128   |  
|Premiums receivable                                                                                                                               |  |               | 11,408  |   |                  |   | 10,040  |  
|Deferred policy acquisition costs                                                                                                                 |  |               | 2,083   |   |                  |   | 1,758   |  
|Reinsurance recoverable                                                                                                                           |  |               | 1,212   |   |                  |   | 1,597   |  
|Prepaid reinsurance premiums                                                                                                                      |  |               | 1,509   |   |                  |   | 1,207   |  
|Deferred income taxes                                                                                                                             |  |               | 258     |   |                  |   | 335     |  
|Prepaid program costs and other current assets                                                                                                    |  |               | 4,711   |   |                  |   | 2,592   |  
|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                              |  |               | 125,018 |   |                  |   | 119,572 |  
|Property and equipment, net                                                                                                                       |  |               | 760     |   |                  |   | 664     |  
|Goodwill                                                                                                                                          |  |               | 8,996   |   |                  |   | 6,275   |  
|Other intangibles                                                                                                                                 |  |               | 1,481   |   |                  |   |        |  
|Deferred income taxes                                                                                                                             |  |               | 2,473   |   |                  |   | 2,575   |  
|Other assets                                                                                                                                      |  |               | 1,794   |   |                  |   | 575     |  
|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                                      |  | $             | 140,522 |   |                  | $ | 129,661 |  
|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Liabilities:                                                                                                                                      |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                                              |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                                  |  | $             | 1,514   |   |                  | $ | 2,144   |  
|Participant deposits                                                                                                                              |  |               | 10,788  |   |                  |   | 6,797   |  
|Accrued and other expenses                                                                                                                        |  |               | 4,500   |   |                  |   | 2,311   |  
|Loss and loss adjustment expense reserves                                                                                                         |  |               | 6,270   |   |                  |   | 6,134   |  
|Unearned premiums                                                                                                                                 |  |               | 7,605   |   |                  |   | 6,409   |  
|Deferred gain on retroactive reinsurance                                                                                                          |  |               | 318     |   |                  |   | 522     |  
|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                         |  |               | 30,995  |   |                  |   | 24,317  |  
|Non-current participant deposits                                                                                                                  |  |               | 157     |   |                  |   | 404     |  
|Other liabilities                                                                                                                                 |  |               | 102     |   |                  |   | 114     |  
|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                                 |  |               | 31,254  |   |                  |   | 24,835  |  
|                                                                                                                                                  |  |              
|Commitments and contingencies                                                                                                                     |  |               |         |   |                  |   |         |  
|                                                                                                                                                  |  |              
|Stockholders equity:                                                                                                                             |  |               |         |   |                  |   |         |  
|Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued                                                                         |  |               |        |   |                  |   |        |  
|Common stock, $.01 par value; 20,000,000 shares authorized; 10,328,001 and 9,974,922 shares issued and outstanding in 2005 and 2004,
respectively |  |               | 104     |   |                  |   | 100     |  
|Additional paid-in capital                                                                                                                        |  |               | 92,290  |   |                  |   | 88,578  |  
|Retained earnings                                                                                                                                 |  |               | 18,017  |   |                  |   | 17,514  |  
|Deferred compensation                                                                                                                             |  |               | (1,096  | ) |                  |   | (1,199  | )
|Accumulated other comprehensive loss                                                                                                              |  |               | (47     | ) |                  |   | (167    | )
|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                        |  |               | 109,268 |   |                  |   | 104,826 |  
|                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                        |  | $             | 140,522 |   |                  | $ | 129,661 |  
|                                                                                                                                                  |  |               |         |   |                  |   |         |  



See Notes to
Consolidated Financial Statements.



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##### Table of Contents

Ambassadors International, Inc.



Consolidated Statements of Income

(in thousands, except per share data)



|                                                         |  |                             |        |   |      |   |       
|-------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------
|                                                         |  | Three Months EndedMarch 31,
|                                                         |  | 2005                        |        |   | 2004
|                                                         |  | (unaudited)                
|Revenues:                                                |  |                             |        |   |      |   |       
|Travel, incentive and event management related           |  | $                           | 5,172  |   |      | $ | 4,871 
|Net insurance premiums earned                            |  |                             | 2,596  |   |      |   |      
|License fees and other                                   |  |                             | 213    |   |      |   | 101   
|                                                         |  |                             |        |   |      |   |       
|                                                         |  |                             | 7,981  |   |      |   | 4,972 
|                                                         |  |                             |        |   |      |   |       
|Costs and operating expenses:                            |  |                             |        |   |      |   |       
|Cost of software and technology related sales            |  |                             | 300    |   |      |   | 13    
|Selling and tour promotion                               |  |                             | 840    |   |      |   | 810   
|General and administrative                               |  |                             | 2,627  |   |      |   | 2,598 
|Loss and loss adjustment expenses                        |  |                             | 1,261  |   |      |   |      
|Insurance acquisition costs and other operating expenses |  |                             | 1,050  |   |      |   | 86    
|                                                         |  |                             |        |   |      |   |       
|                                                         |  |                             | 6,078  |   |      |   | 3,507 
|                                                         |  |                             |        |   |      |   |       
|Operating income                                         |  |                             | 1,903  |   |      |   | 1,465 
|                                                         |  |                             |        |   |      |   |       
|Other income:                                            |  |                             |        |   |      |   |       
|Interest and dividend income, net                        |  |                             | 607    |   |      |   | 305   
|Realized gains on sale of available-for-sale securities  |  |                             |       |   |      |   | 40    
|Other, net                                               |  |                             | (6     | ) |      |   | 68    
|                                                         |  |                             |        |   |      |   |       
|                                                         |  |                             | 601    |   |      |   | 413   
|                                                         |  |                             |        |   |      |   |       
|Income before income taxes                               |  |                             | 2,504  |   |      |   | 1,878 
|Provision for income taxes                               |  |                             | 985    |   |      |   | 695   
|                                                         |  |                             |        |   |      |   |       
|Net income                                               |  | $                           | 1,519  |   |      | $ | 1,183 
|                                                         |  |                             |        |   |      |   |       
|Earnings per share:                                      |  |                             |        |   |      |   |       
|Basic                                                    |  | $                           | 0.15   |   |      | $ | 0.12  
|Diluted                                                  |  | $                           | 0.15   |   |      | $ | 0.12  
|                                                         |  |                            
|Weighted-average common shares outstanding:              |  |                             |        |   |      |   |       
|Basic                                                    |  |                             | 10,111 |   |      |   | 9,982 
|Diluted                                                  |  |                             | 10,473 |   |      |   | 10,275
|                                                         |  |                            
|Dividends per common share                               |  | $                           | 0.10   |   |      | $ | 0.10  



See Notes to
Consolidated Financial Statements.



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Ambassadors International, Inc.



Consolidated Statements of Cash Flows

(in thousands)



|                                                                                            |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                            |  | Three Months EndedMarch 31, |        
|                                                                                            |  | 2005                        |         |   | 2004 |  
|                                                                                            |  | (unaudited)                 |        
|Cash flows from operating activities:                                                       |  |                             |         |   |      |   |         |  
|Net income                                                                                  |  | $                           | 1,519   |   |      | $ | 1,183   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                                               |  |                             | 195     |   |      |   | 238     |  
|Amortization of deferred compensation                                                       |  |                             | 103     |   |      |   |        |  
|Undistributed earnings (losses) from equity investments                                     |  |                             | (30     | ) |      |   | (21     | )
|Change in assets and liabilities, net of effects of business acquisitions and dispositions: |  |                             |         |   |      |   |         |  
|Accounts receivable                                                                         |  |                             | (2,145  | ) |      |   | (3,288  | )
|Premiums receivable                                                                         |  |                             | (1,368  | ) |      |   | (3,490  | )
|Deferred policy acquisition costs                                                           |  |                             | (325    | ) |      |   | (367    | )
|Reinsurance recoverable                                                                     |  |                             | 385     |   |      |   | (512    | )
|Prepaid insurance premiums                                                                  |  |                             | (302    | ) |      |   | (325    | )
|Prepaid program costs and other current assets                                              |  |                             | (1,923  | ) |      |   | (1,254  | )
|Other assets                                                                                |  |                             | 166     |   |      |   |        |  
|Accounts payable and accrued and other expenses                                             |  |                             | 2,008   |   |      |   | 2,565   |  
|Current and non-current participant deposits                                                |  |                             | 3,744   |   |      |   | (620    | )
|Loss and loss adjustment expense reserves                                                   |  |                             | 136     |   |      |   | 2,982   |  
|Unearned premiums                                                                           |  |                             | 1,196   |   |      |   | 1,396   |  
|Deferred gain on retroactive reinsurance                                                    |  |                             | (204    | ) |      |   | 339     |  
|Other liabilities                                                                           |  |                             | (12     | ) |      |   | (11     | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                         |  |                             | 3,143   |   |      |   | (1,185  | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Cash flows from investing activities:                                                       |  |                             |         |   |      |   |         |  
|Proceeds from sale of available-for-sale securities                                         |  |                             | 3,131   |   |      |   | 54,592  |  
|Purchase of available-for-sale securities                                                   |  |                             | (21,555 | ) |      |   | (13,552 | )
|Purchase of other investments                                                               |  |                             | (286    | ) |      |   |        |  
|Cash paid for acquisitions of subsidiaries, net of cash received                            |  |                             | (1,485  | ) |      |   | (15     | )
|Purchase of property and equipment                                                          |  |                             | (50     | ) |      |   | (23     | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                                         |  |                             | (20,245 | ) |      |   | 41,002  |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Cash flows from financing activities:                                                       |  |                             |         |   |      |   |         |  
|Proceeds from exercise of stock options                                                     |  |                             | 715     |   |      |   | 217     |  
|Dividends paid on common stock                                                              |  |                             | (1,016  | ) |      |   | (1,000  | )
|Cash paid on current and non-current debt                                                   |  |                             | (1,584  | ) |      |   |        |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in financing activities                                                       |  |                             | (1,885  | ) |      |   | (783    | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                             | (18,987 | ) |      |   | 39,034  |  
|Cash and cash equivalents, beginning of year                                                |  |                             | 39,474  |   |      |   | 43,609  |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Cash and cash equivalents, end of year                                                      |  | $                           | 20,487  |   |      | $ | 82,643  |  
|                                                                                            |  |                             |         |   |      |   |         |  



See Notes to
Consolidated Financial Statements.



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Ambassadors International, Inc.



Notes to Consolidated Financial Statements



|1. | Description of the Company and Basis of Presentation
|-- | ----------------------------------------------------



The Company



Ambassadors International, Inc. (the Company) was founded in 1967 as a travel services company and reincorporated in Delaware in 1995.
Ambassadors Group, Inc. (AGI) represented the entire operations of the Company until 1996 when Ambassadors Performance Group, LLC (APG or the Performance Group) commenced operations. Ambassadors Services Group,
Inc. (ASG or the Services Group) commenced operations in 1998 and Ambassadors Technology Corporation (ATC or the Technology Group) commenced operations in 2002. On February 28, 2002, the Company
completed a spin-off of its wholly owned subsidiary, AGI, into a separate publicly traded company. Cypress Reinsurance, Ltd (Cypress Re) commenced operations in 2004.



In January 2004, the Company realigned its business operations and consolidated the Performance Group, the Services Group
and the Technology Group into one segment, called Ambassadors.



In December 2003, the Company formed Cypress Re and registered it as a Class 3 Reinsurer pursuant to Section 4 of the Bermuda Monetary Authority Act to carry on business in that capacity subject to the provisions of the Bermuda Monetary
Authority Act.



In February 2005, the Company acquired BellPort
Group, Inc. (BellPort). BellPort is a marina company operating facilities in both the United States and Mexico.



As of March 31, 2005, the following further describes the operations of the Companys business segments:



| |  |  | Ambassadors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. Provides comprehensive hotel reservation, registration and travel services for meetings, conventions, expositions and trade shows. Develops, markets and distributes event portfolio management
technology solutions for corporations and large associations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cypress ReReinsures property and casualty risks written by licensed U.S. insurers. The lines of business that are currently being reinsured include commercial auto
liability, commercial physical damage and workers compensation. These risks are associated with members of highly selective affinity groups or associations.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Corporate and OtherConsists of general corporate assets (primarily cash and cash equivalents and investments) and other activities which are not directly related to the
Ambassadors or Cypress Re segments. As of February 2005, Corporate and Other also includes the operations of BellPort.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Basis of Presentation



The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles
(GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by United States generally accepted
accounting principles for complete financial statements. In the opinion of management all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month
period ended March 31, 2005 are not necessarily indicative of the results that may be expected for future periods or the year ending December 31, 2005.



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Ambassadors International, Inc.



Notes to Consolidated Financial Statements(Continued)



The consolidated balance sheet at December 31, 2004 has been derived from the audited consolidated
financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. For further information refer to the consolidated
financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the year ended December 31, 2004.



Accounting for Stock Options



As permitted by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, the Company
accounts for its stock-based employee compensation plans under the intrinsic value method. Because all options granted under the Companys plans had an exercise price equal to the market value of the underlying common stock on the date of
grant, no stock-based compensation cost is reflected in net income.



The following table presents the effects on net income and earnings per share if the Company had recognized compensation expense under the fair value recognition provisions of SFAS No. 123 (in thousands, except per share data):



|                                                                                                                                            |  |                             |       |   |      |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                                            |  | Three Months EndedMarch 31, |      
|                                                                                                                                            |  | 2005                        |       |   | 2004 |  
|Net income, as reported                                                                                                                     |  | $                           | 1,519 |   |      | $ | 1,183 |  
|Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             | (174  | ) |      |   | (95   | )
|                                                                                                                                            |  |                             |       |   |      |   |       |  
|Net income, pro forma                                                                                                                       |  | $                           | 1,345 |   |      | $ | 1,088 |  
|                                                                                                                                            |  |                             |       |   |      |   |       |  
|Earnings per sharebasic                                                                                                                    |  |                             |       |   |      |   |       |  
|As reported                                                                                                                                 |  | $                           | 0.15  |   |      | $ | 0.12  |  
|Pro forma                                                                                                                                   |  |                             | 0.13  |   |      |   | 0.11  |  
|                                                                                                                                            |  |                            
|Earnings per sharediluted                                                                                                                  |  |                             |       |   |      |   |       |  
|As reported                                                                                                                                 |  | $                           | 0.15  |   |      | $ | 0.12  |  
|Pro forma                                                                                                                                   |  |                             | 0.13  |   |      |   | 0.11  |  



Dividends Declared



On September 2, 2003, the Board of Directors authorized a new dividend
policy paying stockholders $0.40 per share annually, distributable at $0.10 per share on a quarterly basis. Accordingly, a dividend of approximately $1,000,000 was paid on March 23, 2004 to stockholders of record on March 9, 2004, a dividend of
approximately $974,000 was paid on June 16, 2004 to stockholders of record on June 1, 2004, a dividend of approximately $987,000 was paid on September 14, 2004 to stockholders of record on August 30, 2004, a dividend of approximately $996,000 was
paid on December 15, 2004 to stockholders of record on November 30, 2004 and a dividend of approximately $1,016,000 was paid on March 15, 2005 to stockholders of record on February 28, 2005.



The Company and its Board of Directors intend to continually review the
dividend policy to ensure compliance with capital requirements, regulatory limitations, the Companys financial position and other conditions which may affect the Companys desire or ability to pay dividends in the future.



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Ambassadors International, Inc.



Notes to Consolidated Financial Statements(Continued)



Recent Accounting Pronouncements



In December 2004, FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which is
a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123R supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (ABP No. 25) and
amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS 123R is similar to the approach described is SFAS 123. However SFAS 123R requires all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair values. Upon adoption of SFAS No. 123R, pro forma disclosure of the impact of share-based payments to employees is no longer permitted.



In April 2005, the Securities and Exchange Commission (SEC)
approved a new rule for public companies which delays the effective date of SFAS 123R. Under the SECs rule, SFAS 123R is now effective for public companies for annual periods that begin after June 15, 2005. The company expects to adopt SFAS
No. 123R on January 1, 2006, using the modified retrospective method. Under this method, compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123R for all share-based payments
granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123R that remain unvested on the effective date.



|2. | Business Acquisitions and Investments
|-- | -------------------------------------



In December 2002, ATC acquired certain of the assets and business of Bluedot Virtual Event Organization, Inc. (Bluedot Software) out of
Chapter 11 bankruptcy. Bluedot Software, located in San Francisco, California, develops, markets and distributes event portfolio management solutions for corporations and large associations. The purchase price consisted of debtor-in possession
financing and other costs of $308,000, the assumption of liabilities and future contingent payments to the sellers covering the twenty-four months following the closing date. The Company allocated the excess purchase price to an intangible asset,
purchased software, of $607,000. The amortization period for this intangible asset was five years. During 2003, the Company provided an additional investment of approximately $21,000 which was allocated to purchased software. In December 2003, the
Company consolidated the operations of the Technology Group into its corporate headquarters in Newport Beach, California and accordingly wrote off the unamortized balance of the intangible asset and recorded approximately $389,000 related to the
write-down of assets, lease exit costs and employee relocation expenses due to the closure of the San Francisco office. At March 31, 2005, approximately $148,000 remained unpaid and is included in accounts payable and other liabilities in the
accompanying balance sheet.



During the first twelve months
following the closing, the Technology Group was required to pay the greater of (i) 5% of the gross revenues actually received in each quarter allocable to the assets purchased, or (ii) $25,000 per quarter as the First Year Minimum Payments. During
the second year following the closing, ATC was required to pay the greater of (i) 5% of the gross revenues actually received in each quarter allocable to the assets purchased, or (ii) $15,000 per quarter as the Second Year Minimum Payments. As of
December 31, 2004, Ambassadors had paid $160,000 for the first and second year minimum contingent payments and recorded these payments as an adjustment to the purchase price.



In March 2002, APG acquired a 49% ownership interest in ITI. ITI develops, markets and manages meetings and incentive
programs for a select roster of corporate clients utilizing incentive travel and corporate meeting management services. The terms of the purchase agreement call for contingent payments through 2005 based upon actual income before income taxes
multiplied by APGs 49% ownership interest calculated based on a predefined multiplier. Total payments related to ITIs fiscal 2002 results were $2.5 million of which approximately $1.9 million was paid during 2003 and was allocated to
intangible assets (license). The remaining



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Ambassadors International, Inc.



Notes to Consolidated Financial Statements(Continued)



purchase price of $542,000 was paid during 2002 and was allocated to goodwill. Total payments related to ITIs fiscal 2003 results were $0.6 million and
was allocated to intangible assets (license). Total payments related to ITIs fiscal 2004 results were $0.3 million and was allocated to intangible assets (license). In the fourth quarter of 2004, the Company wrote off the goodwill and
unamortized balance of the intangible asset. As of March 31, 2005, the Companys obligation related to ITIs fiscal 2005 results is estimated to be approximately $47,000 which has been included in accounts payable in the accompanying
balance sheet.



License fees earned from ITI are included in
the operations of Ambassadors and represent approximately $99,000 and $101,000 for the three months ended March 31, 2005 and 2004, respectively. The Company also recorded its proportional share of the earnings and management fees from ITI of
approximately $31,000 and $90,000 for the three months ended March 31, 2005 and 2004, respectively, which are included in other income. At March 31, 2005 and 2004, the Company had approximately $130,000 and $133,000, respectively, in receivables
related to license and management fees and approximately $7,000 and $843,000, respectively, in undistributed earnings from ITI.



On February 1, 2005, the Company acquired 100% of the outstanding stock of BellPort. BellPort, located in Newport Beach, California, is a marina company
operating facilities in both the United States and Mexico. The purchase was completed in February 2005 for consideration of $1,280,000 in cash and the issuance of 184,717 shares of the Companys common stock, of which 130,389 shares were issued
to related parties. In addition to the cash and stock consideration, the Company assumed a credit facility of approximately $1,568,000 which the Company paid off in full on February 11, 2005. In connection with the acquisition, the Company was
granted a twelve month option to purchase a 34% interest in BellPort Japan, a marina operator, owner and developer of waterfront real estate, including both residential communities and marina facilities, located in Japan.



BellPort has a 50% ownership interest in Deer Harbor WI, LLC
(DHWI). DHWI owns a marina facility in Deer Harbor, Orcas Island, Washington. As of March 31, 2005, the Company had recorded its proportional share of losses from DHWI of approximately $37,000 which are included in other income.



|3. | Reinsurance
|-- | -----------



The Company reinsures property and casualty risks written by licensed U.S. insurers through its subsidiary, Cypress Re. The lines of business that are
being reinsured include commercial auto liability, commercial physical damage and workers compensation. These risks are associated with members of highly selective affinity groups or associations. Members whose risk is reinsured under a
program must meet certain loss control program qualifications. A member of a group must pass certain pre-qualification criteria that are part of the underwriting review by a third party.



The assumed reinsurance transactions are typically reinsured through a quota share agreement in which Cypress Re agrees to
accept a certain fixed percentage of premiums written from the ceding company and in general assumes the same percentage of purchased reinsurance, direct acquisition costs and ultimate incurred claims.



Cypress Re retains the first layer of risk on a per policy basis, which
ranges from $250,000 to $500,000 and the third party reinsurer (through excess of loss reinsurance) retains the next layer up to the policy limits of $1.0 million. Cypress Re retains losses up to the aggregate reinsurance limit, which varies with
each quota share reinsurance agreement and the third party reinsurer then pays losses in excess of Cypress Res aggregate reinsurance limit up to $5.0 million. Cypress Re is responsible for any additional losses in excess of the aggregate
reinsurance limit.



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Ambassadors International, Inc.



Notes to Consolidated Financial Statements(Continued)



In 2004, the Company transferred its investment interest in two insurance programs to its
wholly-owned subsidiary, Cypress Re. On March 29, 2004, Cypress Re entered into a reinsurance agreement which incorporated the terms and conditions of the above interest of these programs. The quota share reinsurance agreement covered a retroactive
period from July 1, 2002 through March 29, 2004, as well as a prospective period from March 29, 2004 to June 30, 2004. The reinsurance agreement meets the requirements of SFAS No. 113 Accounting and Reporting for Reinsurance of Short-Duration
and Long-Duration Contracts and has both prospective and retroactive elements.



During 2004, Cypress Re entered into additional quota share reinsurance agreements. These reinsurance agreements represent participation in selective property and casualty programs. The reinsurance agreements meet the
requirements of SFAS No. 113. One of the quota share reinsurance agreements covers a retroactive period from January 1, 2003 through May 31, 2004 and a prospective period from June 1, 2004 through December 31, 2004. The other agreements contains
only prospective components.



Accounting for prospective
reinsurance transactions results in premiums and related acquisition costs being recognized over the remaining period of the insurance contracts reinsured. As a result, unearned premium reserves, deferred policy acquisition costs and ceded prepaid
reinsurance premiums of $7.6 million, $2.1 million and $1.5 million, respectively, were recorded on the balance sheet as of March 31, 2005.



Accounting for retroactive reinsurance transactions results in the reinsurer reimbursing the ceding company for liabilities incurred as a result of past
insurable events covered by the underlying policies reinsured. Loss and loss adjustment expenses are initially recorded at the estimated ultimate payout amount and any gain from any such transaction is deferred and amortized into income. Loss and
loss adjustment expense reserves are adjusted for changes in the estimated ultimate payout and the original deferred gain is recalculated and reamortized to the balance that would have existed had the changes in estimated ultimate payout been
available at the inception of the transaction, resulting in a corresponding charge or credit to income in the period that the changes in estimated ultimate payout are made. As of March 31, 2005, the deferred gain on retroactive reinsurance was $0.3
million and Cypress Re recognized in income $0.2 million and none of the previously deferred gain in March 31, 2005 and 2004, respectively.



As of March 31, 2005, premiums receivable, reinsurance recoverable and loss and loss adjustment expense reserves of $1.8 million, $1.1 million and $2.5
million, respectively, related to retroactive reinsurance were recorded on the Companys balance sheet. The March 31, 2005 loss and loss adjustment expense reserves balance includes $0.4 million for incurred but not reported claims.



Cypress Re retrocedes risk to the ceding company under specific excess and
aggregate loss treaties. Cypress Re remains obligated for amounts ceded in the event that the reinsurer does not meet its obligations.



Premiums receivable at March 31, 2005 is comprised of funds held in trust, by the ceding company, of approximately $8.7 million and deferred and not yet
due premiums, from the ceding company of approximately $2.7 million. The funds held in trust primarily consist of high grade corporate bonds, government bonds and money market funds.



As of March 31, 2005, reinsurance recoverable and prepaid reinsurance premiums of $1.2 million and $1.5 million,
respectively, relate to a single reinsurer. Cypress Res exposure to credit loss in the event of non-payment or nonperformance is limited to these amounts.



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Ambassadors International, Inc.



Notes to Consolidated Financial Statements(Continued)



The effect of reinsurance on premiums written and earned for the year ended March 31, 2005 was as
follows (in thousands):



|             |  |                             |       |   |        |   |       |  
|------------ |  | --------------------------- | ----- | - | ------ | - | ----- | -
|             |  | Three Months EndedMarch 31, |      
|             |  | Written                     |       |   | Earned |  
|Assumed      |  | $                           | 4,442 |   |        | $ | 3,246 |  
|Ceded        |  |                             | (952  | ) |        |   | (650  | )
|             |  |                             |       |   |        |   |       |  
|Net premiums |  | $                           | 3,490 |   |        | $ | 2,596 |  
|             |  |                             |       |   |        |   |       |  



As of March 31, 2005,
the Company has issued approximately $9,898,000 in letters of credit related to property and casualty insurance programs which expire at various dates through 2005.



|4. | Comprehensive Income
|-- | --------------------



The components of comprehensive income are as follows (in thousands):



|                                                                                                     |  |                             |       |      |   |      
|---------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                                                                                                     |  | Three Months EndedMarch 31,
|                                                                                                     |  | 2005                        |       | 2004
|Net income                                                                                           |  | $                           | 1,519 |      | $ | 1,183
|Change in unrealized gain on marketable equity securities, net of income tax expense of $84 and $445 |  |                             | 118   |      |   | 660  
|                                                                                                     |  |                             |       |      |   |      
|                                                                                                     |  | $                           | 1,637 |      | $ | 1,843
|                                                                                                     |  |                             |       |      |   |      



|5. | Earnings Per Share
|-- | ------------------



The following table presents a reconciliation of basic and diluted earnings per share (EPS) computations and the number of dilutive securities
(stock options) that were included in the dilutive EPS computation (in thousands).



|                                            |  |                             |        |      |   |       
|------------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                            |  | Three Months EndedMarch 31,
|                                            |  | 2005                        |        | 2004
|Net income                                  |  | $                           | 1,519  |      | $ | 1,183 
|                                            |  |                             |        |      |   |       
|Denominator:                                |  |                             |        |      |   |       
|Weighted-average shares outstandingbasic   |  |                             | 10,111 |      |   | 9,982 
|Effect of dilutive common stock options     |  |                             | 362    |      |   | 293   
|                                            |  |                             |        |      |   |       
|Weighted-average shares outstandingdiluted |  |                             | 10,473 |      |   | 10,275
|                                            |  |                             |        |      |   |       



For the three months
ended March 31, 2005 and 2004 there were approximately zero and 79,000 stock options outstanding, respectively, for which the exercise price exceeded the average common stock market value. The effects of the shares which would be issued upon the
exercise of these options have been excluded from the calculation of diluted EPS because they are anti-dilutive.



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Ambassadors International, Inc.



Notes to Consolidated Financial Statements(Continued)



|6. | Common Stock Repurchase Program
|-- | -------------------------------



In November 1998, the Board of Directors of the Company authorized the repurchase of the Companys common stock (up to $20.0 million) in the open
market or through private transactions. This repurchase program is ongoing and as of March 31, 2005, the Company has repurchased 1,051,500 shares for approximately $12.4 million. During the quarter ended June 30, 2004, the Company repurchased
300,000 shares for $3,675,000. The Company made no additional repurchases during fiscal 2004 or the quarter ended March 31, 2005.



|7. | Business Segments
|-- | -----------------



In January 2004, the Company realigned its business operations and consolidated the Performance Group, the Services Group and the Technology Group into
one segment, called Ambassadors. Also, during the first quarter of 2004 the Company launched its reinsurance business segment, Cypress Re. Corporate and Other consists of general corporate assets (primarily cash and cash equivalents, investments and
goodwill) and the operations of BellPort. Selected financial information related to these segments is as follows (in thousands):



|                         |  |                             |       |   |      |   |       |  
|------------------------ |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                         |  | Three Months EndedMarch 31, |      
|                         |  | 2005                        |       |   | 2004 |  
|Revenue:                 |  |                             |       |   |      |   |       |  
|Ambassadors              |  | $                           | 5,271 |   |      | $ | 4,972 |  
|Cypress Re               |  |                             | 2,596 |   |      |   |      |  
|Corporate and Other      |  |                             | 114   |   |      |   |      |  
|                         |  |                             |       |   |      |   |       |  
|Total revenue            |  | $                           | 7,981 |   |      | $ | 4,972 |  
|                         |  |                             |       |   |      |   |       |  
|Operating income (loss): |  |                             |       |   |      |   |       |  
|Ambassadors              |  | $                           | 2,222 |   |      | $ | 2,048 |  
|Cypress Re               |  |                             | 285   |   |      |   | (86   | )
|Corporate and Other      |  |                             | (604  | ) |      |   | (497  | )
|                         |  |                             |       |   |      |   |       |  
|Total operating income   |  | $                           | 1,903 |   |      | $ | 1,465 |  
|                         |  |                             |       |   |      |   |       |  



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



The following discussion of the Companys financial condition and the results of operations should be read in conjunction with the consolidated
financial statements and notes thereto included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties and other factors that may cause the Companys
actual results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, among others, those identified under Cautionary Note Regarding Forward-Looking
Statements and elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2004.



Critical Accounting Policies



Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these
financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and costs and expenses during the period. We
evaluate our estimates and judgments, including those which impact our most critical accounting policies on an ongoing basis. We base our estimates and judgments on historical experience and on various other factors that are believed to be
reasonable under the circumstances, within the framework of current accounting literature.



Our businesses are seasonal. The majority of our operating results are recognized in the first and second quarters of each fiscal year. Our annual results would be adversely affected if our revenue were to be
substantially below seasonal norms during the first and second quarters of the year.



The following is a list of the accounting policies that we believe require the most significant judgments and estimates, and that could potentially result in materially different results under different assumptions or
conditions.



Revenue Recognition



We recognize revenue when persuasive evidence of an arrangement exists, the
service fee is fixed or determinable, collectibility is reasonably assured and delivery has occurred.



Travel, Incentive and Event Management Related



We bill travel participants, mainly consisting of large corporations, in advance, and when cash is received it is recorded as a participant deposit. We pay for certain direct program costs such as airfare, hotel, rail
passes and other program costs in advance of travel, which are recorded as prepaid program costs. We recognize travel revenue and related costs when travel convenes and classify such revenue as travel, incentive and event management related. This
revenue is reported on a net basis, reflecting the net effect of gross billings to the client less any direct program costs.



Revenue from hotel reservation, registration and related travel services are recognized when the convention commences. Revenue from the sale of incentive
merchandise is recognized when the merchandise is shipped, the service has been provided or when the redemption periods have expired. Revenue from pre-paid certificate-based merchandise incentive programs is deferred until our obligations are
fulfilled or upon our estimates (based upon historical trends) that it is remote that the certificates will be redeemed. These revenues are classified as travel, incentive and event management related. These revenues are reported on a net basis,
reflecting the net effect of gross billings to the client less any direct program or merchandise costs.



Event management related revenue also includes software and technology related sales which is derived from a combination of license and maintenance fees
and services provided with enterprise software tools. The



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services provided include hosting of data, development and workflow configuration. Revenue from contracts with multiple elements is recognized using the
residual method in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions. Revenue from development contracts is recognized in accordance with SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Such development contracts pertain to a combination
of customization and enhancement programs of our event management software performed at the request of clients. These contracts cover program periods of three to nine months and do not involve significant revisions to estimates due to their
short-term nature. At March 31, 2005 and 2004, the Company did not have any receivables or contracts outstanding in connection with any long-term development contracts. Revenue from contracts relating to only maintenance or hosting of data is
recognized on the straight-line basis over the period that the services are provided.



Net Insurance Premiums Earned



Insurance
premiums are recognized as revenue over the period of the insurance contracts in proportion to the amount of the insurance coverage provided. The insurance contracts are typically twelve months in duration and are considered short-duration
contracts. Unearned premiums represent the unearned portion of the insurance contracts as of the balance sheet date.



Ceded reinsurance premiums relate to reinsurance purchased (excess of loss and aggregate stop loss) to mitigate potential losses from severe adverse loss
development, both on a per accident claim basis and in the aggregate. These ceded reinsurance transactions are recognized as a reduction of premium revenue in the same manner in which the insurance contract is recognized as premium revenue.



License Fees and Other



Revenue from license fees is recognized based on a contracted percentage of
total program receipts recorded from the licensing source.



The
Company recognizes revenue for marina management and related services in accordance with the respective management contracts.



Deferred Policy Acquisition Costs



Deferred policy acquisition costs represent those costs, commissions and other costs of acquiring insurance, that vary with and are primarily related to
the production of new and renewal insurance. These costs are deferred and amortized over the terms of the policies or reinsurance treaties to which they relate. Deferred policy acquisition costs represent those costs directly related to the unearned
premiums as of the balance sheet date. The Company considers anticipated investment income in determining the recoverability of these costs. At March 31, 2005, management believes its deferred policy acquisition costs are recoverable.



Reserve for Loss and Loss Adjustment Reserves



The liability for losses and loss-adjustment expenses includes an amount
determined from loss reports and individual cases and an amount for losses incurred but not reported. We use an independent actuarial firm to provide ultimate projected loss ratios on the insurance programs that we participate in. Such liabilities
are based on estimates and, while we believe that the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. Anticipated deductible recoveries from insureds are recorded as reinsurance recoverables at the
time the liability for unpaid claims is established. Other recoveries on unsettled claims, such as salvage and subrogation are recorded upon collection.



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Reinsurance



In the normal course of business, Cypress Re seeks to reduce the loss that may arise from catastrophes or other events that cause unfavorable underwriting
results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsured policy.



With respect to retroactive reinsurance contracts, the amount by which the
liabilities associated with the reinsured policies exceed the amounts paid is amortized to income over the estimated remaining settlement period. The effects of subsequent changes in estimated or actual cash flows are accounted for by adjusting the
previously deferred amount to the balance that would have existed had the revised estimate been available at the inception of the reinsurance transaction, with a corresponding charge or credit to income.



Long-Lived Assets



Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually or sooner whenever
events or changes in circumstances indicate that they may be impaired. We evaluate recoverability using both subjective and objective factors. Subjective factors include the evaluation of industry and product trends and our strategic focus.
Objective factors include our best estimates of projected future earnings and cash flows. We use a discounted cash flow model to estimate the fair market value of each of our subsidiaries when performing our impairment tests. Assumptions used
include growth rates for revenues and expenses, investment yields on deposits, any future capital expenditure requirements and appropriate discount rates. We established reporting units based on our current reporting structure. For purposes of
testing goodwill for impairment, goodwill has been allocated to these reporting units to the extent it related to each reporting unit. Intangible assets with definite lives are amortized over their estimated useful lives and reviewed for impairment
at least annually or sooner whenever events or changes in circumstances indicate that they may be impaired. We amortize our acquired intangible assets with definite lives over periods ranging from 2 to 20 years.



Income Taxes



We account for income taxes in accordance with the provisions of Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income Taxes. SFAS No. 109 requires an asset and liability approach which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In making such determination, a
review of all available positive and negative evidence must be considered, including scheduled reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance.



COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2005 TO THE THREE MONTHS ENDED
MARCH 31, 2004:



Revenue



Total revenue for the three months ended March 31, 2005 was $8.0 million,
compared to $5.0 million for the three months ended March 31, 2004. For the quarter ended March 31, 2005, $2.6 million of the increase in revenue was primarily attributable to the addition of insurance net premiums earned generated by Cypress Re and
$0.3 million was contributed by the Ambassadors segment.



Cost of Software
and Technology Related Sales



Cost of software and
technology related sales were $0.3 million for the quarter ended March 31, 2005, compared to $13,000 for the quarter ended March 31, 2004. The increase was due to the increase in event management related sales.



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Selling and Tour Promotion Expenses



Selling and tour promotion expenses were $0.8 million for the quarter ended March 31, 2005, and were relatively consistent
to the comparable quarter of 2004.



General and Administrative Expenses



General and administrative expenses were $2.6 million for
the quarter ended March 31, 2005, and were relatively consistent to the comparable quarter of 2004.



Loss and Loss Adjustment Expenses



Loss and loss adjustment expenses were $1.3 million for the three months ended March 31, 2005 and related to the insurance operations of Cypress Re which began operations in 2004. We did not incur loss and adjustment
expense in the three months ended March 31, 2004.



Insurance Acquisition
Costs and Other Operating Expenses



Insurance acquisition
costs and other operating expenses were $1.1 million for the three months ended March 31, 2005, compared to $0.1 million for the three months ended March 31, 2004. The increase in insurance acquisition costs and other operating expenses is directly
related to the development of the Cypress Re segment since it began operations in the first quarter of 2004.



Operating Income



We
recorded operating income of $1.9 million for the quarter ended March 31, 2005, compared to operating income of $1.5 million in the comparable quarter of 2004. The change is the result of the changes described above.



Other Income



Other income for the three months ended March 31, 2005 was $0.6 million, compared to $0.4 million for the three months ended
March 31, 2004. The increase was a result of improved yields on our investment portfolio which were partially offset by decreases in income and service fees on minority investments.



Income Taxes



We recorded income tax expense of $1.0 million for the quarter ended March 31, 2005, compared to tax expense of $0.7 million for the quarter ended March
31, 2004, a change of $0.3 million over the comparable quarter in 2004. The effective tax rate for the quarter ended March 31, 2005 was 39.3%, compared to a rate of 37.0% for the quarter ended March 31, 2004. The increase in the effective tax rate
is primarily due to the change in the Companys investment portfolio such that tax-exempt interest income represents approximately 1% of the Companys investment income for the quarter ended March 31, 2005, compared to 66% for the quarter
ended March 31, 2004.



Net Income



Net income for the quarter ended March 31, 2005 was $1.5 million, compared
to $1.2 million for the comparable quarter of 2004. The change is the result of the changes described above.



Liquidity and Capital Resources



Net cash provided by operating activities for the three months ended March 31, 2005 was approximately $3.1 million, compared to net cash used in operating activities for the three months ended March 31, 2004 of $1.2



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million. The change in net cash primarily relates to timing differences in the collection of current assets and the payment of current liabilities combined
with the increase in net income.



Net cash used in investing
activities for the three months ended March 31, 2005 was approximately $20.2 million, compared to cash provided by investing activities for the three months ended March 31, 2004 of $41.0 million. The change is due to the timing differences in
reinvesting matured securities and cash paid for acquisitions.



We do not have any material capital expenditure commitments for 2005.



The terms of our acquisition of Bluedot Software included minimum contingent consideration of $100,000 in 2003 and $60,000 in 2004. As of December 31, 2004, we paid $160,000, satisfying our minimum payments for 2003
and 2004. The terms of our investment in Incentive Travel, Inc. (ITI) included contingent payments due in March 2005 based upon fiscal 2004 income. As of March 31, 2005, we paid approximately $286,000 based upon 2004 income. We have also
accrued approximately $47,000 a payment based upon the current estimate of 2005 income.



On February 1, 2005, we acquired 100% of the outstanding stock of BellPort Group, Inc. (BellPort). BellPort, located in Newport Beach, California, is a marina company operating facilities in both the
United States and Mexico. The BellPort acquisition was completed for consideration of $1,280,000 in cash and the issuance of 184,717 shares of our common stock. In addition to the cash and stock consideration, we assumed a credit facility of
approximately $1,568,000, which we paid off in full on February 11, 2005. In connection with the acquisition, we were granted a twelve-month option to purchase a 34% interest in BellPort Japan, a marina operator, owner and developer of waterfront
real estate, including both residential communities and marina facilities, located in Japan.



Net cash used in financing activities for the three months ended March 31, 2005 and 2004 was $1.9 million and $0.8 million, respectively, a change of $1.1 million. Current period activity consisted of a $0.10 per
share cash dividend paid to common stockholders and the repayment of all debt assumed in conjunction with the BellPort acquisition. These payments were partially offset by the proceeds received from the exercise of employee stock options during the
period. Net cash used in financing activities for the three months ended March 31, 2004 consisted of a $0.10 per share cash dividend paid to common stockholders partially offset by the proceeds received from the exercise of employee stock options.



On September 2, 2003, the Board of Directors authorized a new
dividend policy paying stockholders $0.40 per share annually, distributable at $0.10 per share on a quarterly basis. Accordingly, a dividend of approximately $1,000,000 was paid on March 23, 2004 to stockholders of record on March 9, 2004, a
dividend of approximately $974,000 was paid on June 16, 2004 to stockholders of record on June 1, 2004, a dividend of approximately $987,000 was paid on September 14, 2004 to stockholders of record on August 30, 2004, a dividend of approximately
$996,000 was paid on December 15, 2004 to stockholders of record on November 30, 2004 and a dividend of approximately $1,016,000 was paid on March 15, 2005 to stockholders of record on February 28, 2005.



We and our Board of Directors intend to continually review the dividend
policy to ensure compliance with capital requirements, regulatory limitations, our financial position and other conditions which may affect our desire or ability to pay dividends in the future.



In the ordinary course of business we may from time to time be required to
enter into letters of credit related to our insurance programs and for our travel related programs with airlines, travel providers and travel reporting agencies. As of March 31, 2005, we have issued approximately $9,898,000 in letters of credit
related to property and casualty insurance programs which expire at various dates through 2005. As of March 31, 2005, we have issued approximately $850,000 in letters of credit related to normal business operations which expire at various



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dates through 2006. We have a $15 million line of credit to support the outstanding letters of credit. Pursuant to the line of credit, we are subject to
certain covenants, which include, among other things, a requirement for unencumbered liquid assets. As of March 31, 2005, we were in compliance with these covenants.



Under Bermuda regulations, Cypress Re is required to maintain surplus greater than 20% of gross written premiums or 10% of
loss and loss adjustment expense reserves. As of March 31, 2005, Cypress Re has $10.1 million of contributed capital from us which is in excess of the required statutory capital and surplus of $0.9 million.



In November 1998, our Board of Directors authorized the repurchase of our
common stock in the open market or through private transactions up to $20.0 million. In the second quarter of 2004, we repurchased 300,000 shares for $3,675,000. We do not believe that any future repurchases will have a significant impact on our
liquidity.



Our cash, cash equivalents and available-for-sale
securities totaled $97.6 million at March 31, 2005. We believe that cash, cash equivalents, available-for-sale securities and cash flows from operations will be sufficient to meet our anticipated operating cash needs for at least the next twelve
months. We continue to pursue further acquisitions of related travel and performance improvement, service and other businesses, although no assurance can be given that definitive agreements for any acquisition will be entered into or, if they are
entered into, that any acquisition will be consummated on terms favorable to us. We could use cash and financing sources discussed herein, or financing sources that subsequently become available, to fund additional acquisitions or investments. In
addition, we may consider issuing additional debt or equity securities in the future to fund potential acquisitions or investments, to refinance existing debt, or for general corporate purposes. If a material acquisition or investment is completed,
our operating results and financial condition could change materially in future periods. However, no assurance can be given that additional funds will be available on satisfactory terms, or at all, to fund such activities.



Trends and Uncertainties



The results of operations and financial position of our business may be
affected by a number of trends or uncertainties that have, or we reasonably expect could have, a material impact on income from continuing operations, cash flows and financial position. Such trends and uncertainties include the repercussions of war
with Iraq or terrorist acts, our acquisition of or investment in complementary businesses and significant changes in estimates for potential claims or other general estimates related to our reinsurance business. We will also, from time to time,
consider the acquisition of or investment in businesses, services and technologies that might affect our liquidity requirements.



Cautionary Note Regarding Forward Looking Statements



Statements contained in this Quarterly Report on Form 10-Q of the Company, which are not historical in nature, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. A forward-looking statement may contain words such as expect, anticipate, outlook, could, target, project,
intend, plan, believe, seek, estimate, should, may, assume, continue, and variations of such words and similar expressions. These statements
are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by
our forward looking statements. We have based our forward looking statements on our managements beliefs and assumptions based on information available to our management at the time the statements are made. Such risks and uncertainties include,
among others:



| |  |  | general economic financial and business conditions;
| | - |  | ---------------------------------------------------



| |  |  | overall conditions in the travel services and insurance markets;
| | - |  | ----------------------------------------------------------------



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| |  |  | potential claims related to the Companys reinsurance business;
| | - |  | ---------------------------------------------------------------



| |  |  | the potentially volatile nature of the reinsurance business;
| | - |  | ------------------------------------------------------------



| |  |  | the impact of competition;
| | - |  | --------------------------



| |  |  | the Companys ability to successfully acquire and integrate companies;
| | - |  | ----------------------------------------------------------------------



| |  |  | a decline in corporate meeting demand caused by terrorism, war, weather conditions or health and safety concerns;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | the cyclical nature of the travel industry, including business travel;
| | - |  | ----------------------------------------------------------------------



| |  |  | potential liability related to accidents or disasters causing injury to participants or attendees to the Companys programs or events;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our dependence upon travel suppliers and the risks associated with a deterioration in our relationships with these travel suppliers; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other factors discussed in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.
| | - |  | ---------------------------------------------------------------------------------------------------------



A more complete discussion of these risks and uncertainties, as well as other
factors, may be identified from time to time in the Companys filings with the Securities and Exchange Commission, including the Companys Annual Report on Form 10-K, or in the Companys press releases. We disclaim any obligation to
publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



The Company is exposed to changes in financial market conditions in the normal course of business due to its use of certain financial instruments. Market
risk generally represents the risk that losses may occur in the values of financial instruments as a result of movements in interest rates and equity prices.



There have been no material changes in the reported market risks or the overall credit risk of the Companys portfolio since December 31, 2004. See
further discussion of these market risks and related financial instruments in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.



|Item 4. | Controls and Procedures
|------- | -----------------------



The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Companys
disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Companys desired disclosure control objectives. Also, the Company has investments in certain unconsolidated entities. As the Company
does not control or manage these entities, the Companys disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those the Company maintains with respect to the Companys
consolidated subsidiaries.



As required by Securities and
Exchange Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of management, including the Companys Chief



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Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures as
of the end of the quarter covered by this report. Based on the foregoing, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective at the reasonable
assurance level.



During the first quarter of 2005, the Company
implemented additional controls over its tax accounting and reporting through the outsourcing of these functions to a third party tax consulting firm. The Company expects this change to improve its internal controls over financial reporting for its
tax processes. Other than the change noted above, there have been no additional changes in the Companys internal controls over financial reporting during the Companys most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Companys internal controls over financial reporting.



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##### Table of Contents

PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



The Company is not a party to any material pending legal proceedings. The Company is from time to time threatened or involved in litigation incidental to its business. The Company believes that the outcome of all current litigation will not
have a material adverse effect on its business, financial condition, cash flows or results of operations.



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



On February 1, 2005, we acquired 100% of the outstanding stock of BellPort. In connection with the acquisition, we issued 184,717 shares of the
Companys common stock, of which 130,389 shares were issued to related parties. The shares were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.



|Item 6. | Exhibits
|------- | --------



| | (a) | Exhibits:
| | --- | ---------



|     |  |                                                                                                                                                                                                                    
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Agreement and Plan of Merger, dated February 1, 2005, by and among, Ambassadors, BellPort, BellPort Acquisition Corp. #1, BellPort Acquisition Corp. #2 and Paul Penrose, as company
stockholder representative (1)
|     | 
|10.1 |  | Option Agreement, dated February 1, 2005, by and between Ambassadors International, Inc. and BellJa Holding Company, Inc. (1)                                                                                      
|     | 
|21.1 |  | Subsidiaries of Ambassadors International, Inc. (2)                                                                                                                                                                
|     | 
|31.1 |  | Certification under Section 302 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              
|     | 
|31.2 |  | Certification under Section 302 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              
|     | 
|32.1 |  | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              
|     | 
|32.2 |  | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              

---

|(1) | Filed as an exhibit of the same number to a Current Report on Form 8-K filed on February 3, 2005, and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(2) | Filed herewith.
|--- | ---------------



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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 INTERNATIONAL, INC.
|                  |  |  |  |  |  |     |  | (Registrant)                   
|                  |  |  |  | 
|Date: May 5, 2005 |  |  |  |  |  | By: |  | /s/    BRIAN R.
SCHAEFGEN      
|                  |  |  |  |  |  |     |  |                                 |  | Brian R. Schaefgen,    
|                  |  |  |  |  |  |     |  |                                 |  | Chief Financial Officer



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Exhibit Index



|            |  |                                                                                                                                                                                                                    
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                        
|            | 
|2.1         |  | Agreement and Plan of Merger, dated February 1, 2005, by and among, Ambassadors, BellPort, BellPort Acquisition Corp. #1, BellPort Acquisition Corp. #2 and Paul Penrose, as company
stockholder representative (1)
|            | 
|10.1        |  | Option Agreement, dated February 1, 2005, by and between Ambassadors International, Inc. and BellJa Holding Company, Inc. (1)                                                                                      
|            | 
|21.1        |  | Subsidiaries of Ambassadors International, Inc. (2)                                                                                                                                                                
|            | 
|31.1        |  | Certification under Section 302 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              
|            | 
|31.2        |  | Certification under Section 302 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              
|            | 
|32.1        |  | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              
|            | 
|32.2        |  | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                              

---

|(1) | Filed as an exhibit of the same number to a Current Report on Form 8-K filed on February 3, 2005, and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(2) | Filed herewith.
|--- | ---------------



21