FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For Quarter Ended March 31, 1998
Commission File Number: 0-20961
COMMODORE HOLDINGS LIMITED
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
BERMUDA
--------------------------------------------------------------
(State or other Jurisdiction of incorporation or organization)
N/A
------------------------------------
(IRS Employer Identification Number)
4000 HOLLYWOOD BOULEVARD, SUITE 385, SOUTH TOWER, HOLLYWOOD, FL 33021
---------------------------------------------------------------------
(Address of Principal Offices)
(954) 967-2100
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant has (1) 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) been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Common Stock $.01 par value
---------------------------
(Class)
6,281,933 Shares of Common Stock outstanding at May 14, 1998
<PAGE>
Commodore Holdings Limited
Table of Contents
Page No.
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 2
Consolidated Statements of Earnings 3
Consolidated Statement of Stockholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. A - Exhibits 10
B - Reports on Form 8-K 10
<PAGE>
COMMODORE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1998 1997
------------ ---------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 2,569,507 $ 3,530,563
Restricted cash 238,574 191,273
Trade and other receivables, net 440,357 321,191
Insurance claim receivable 179,802 305,038
Due from affiliate 594,857 471,294
Inventories 1,128,322 1,870,128
Prepaid expenses 3,398,423 3,050,353
Other current assets 76,290 76,290
----------- -----------
Total current assets 8,626,132 9,816,130
Property and equipment, net 39,201,388 37,193,102
Long-term receivable - affiliate 1,166,034 1,117,913
Investments - restricted 4,629,000 4,629,000
Other assets 2,083,319 361,667
----------- -----------
$55,705,873 $53,117,812
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt 4,392,408 $ 4,392,408
Accounts payable 5,423,356 5,512,270
Accrued liabilities 1,277,949 1,576,504
Due to affiliate 974,883 574,873
Customer deposits 7,638,392 5,674,811
Accrued interest 72,934 72,934
----------- -----------
Total current liabilities 19,779,922 17,803,800
Long-term debt 14,641,379 16,837,582
Convertible subordinated debentures 2,150,000 --
Minority interest in subsidiary 79,552 135,037
Stockholders' equity
Preferred stock - authorized 10,000,000 shares
of $.01 par value; issued and outstanding 442,055
shares in 1998 and 1,027,230 in 1997 4,420 10,272
Common stock - authorized 100,000,000 shares
of $.01 par value; issued and outstanding
6,181,933 shares in 1998 and 5,581,933 in 1997 61,819 55,819
Paid-in capital 14,197,953 14,012,051
Retained earnings 4,790,828 4,263,251
----------- -----------
Total stockholders' equity 19,055,020 18,341,393
----------- -----------
$55,705,873 $53,117,812
=========== ===========
</TABLE>
The accomppanying notes are an integral part of these statements Page 2
<PAGE>
COMMODORE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS AND FOR SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------ ------------------------------
1998 1997 1998 1997
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenues $13,857,825 $ 13,773,240 $25,385,648 $ 25,907,727
Expenses
Operating 10,703,128 11,257,595 19,051,803 20,700,484
Marketing, selling and administrative 1,767,927 2,009,314 3,990,585 3,742,908
Depreciation and amortization 546,786 419,201 1,055,983 910,900
----------- ------------ ------------ ------------
13,017,841 13,686,110 24,098,371 25,354,292
----------- ------------ ------------ ------------
Operating income 839,984 87,130 1,287,277 553,435
Other income (expense)
Other income -- -- -- --
Interest income 113,776 97,973 259,290 200,781
Interest expense (422,283) (473,494) (886,309) (955,837)
Minority interest in loss of
consolidated joint venture 100,614 453,971 154,943 542,048
----------- ------------ ------------ ------------
(207,893) 78,450 (472,076) (213,008)
----------- ------------ ------------ ------------
Earnings before provision for
income taxes 632,091 165,580 815,201 340,427
Provision for income taxes -- -- -- --
----------- ------------ ------------ ------------
Provision for preferred stock dividend 69,500 70,000 142,000 140,000
----------- ------------ ------------ ------------
Net earnings available for
common stockholders $ 562,591 $ 95,580 $ 673,201 $ 200,427
============ ============ ============ ============
Earnings per share available for common
stockholders - Basic $ 0.10 $ 0.02 $ 0.12 $ 0.04
============ ============ ============ ============
Weighted average number of common stock
outstanding - Basic 5,605,266 5,581,933 5,593,471 5,581,933
============ ============ ============ ============
Earnings per share available for common
stockholders - Diluted $ 0.08 $ 0.02 $ 0.12 $ 0.05
============ ============ ============ ============
Weighted average number of common stock
outstanding - Diluted 7,939,137 6,964,586 7,445,053 6,924,313
============ ============ ============ ============
</TABLE>
The accompanying note are an integral part of these statements Page 3
<PAGE>
COMMODORE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
--------------------- ---------------------- ADDITIONAL
NUMBER OF PAR NUMBER OF PAR PAID-IN RETAINED
SHARES VALUE SHARES VALUE CAPITAL EARNINGS TOTAL
----------- ------- ---------- ------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at
September 30, 1997 1,027,230 $10,272 5,581,933 $55,819 $14,012,051 4,263,251 $18,341,393
Fair value of options to
nonemployees -- -- -- -- 126,751 -- 126,751
Conversion of Preferred
to Common (600,000) (6,000) 600,000 6,000
Preferred stock dividend 14,825 148 -- -- 59,151 (287,624) (228,325)
Net earnings -- -- -- -- -- 815,201 815,201
--------- ------- --------- ------- ----------- --------- -----------
Balances at
March 31, 1998 442,055 $ 4,420 6,181,933 $61,819 $14,197,953 4,790,828 $19,055,020
========= ======= ========= ======= =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these statements Page 4
<PAGE>
COMMODORE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net earnings $ 815,201 $ 340,427
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation of property and equipment 1,055,983 910,900
Amortization of deferred drydock 916,809 606,391
Fair value of options to nonemployees 126,751 9,600
(Increase) decrease in operating assets
Restricted cash (47,301) 1,035,057
Trade and other receivables (119,166) 254,410
Insurance receivable 125,236 923,899
Due from affiliate (123,563) --
Inventory 741,806 623,641
Prepaid expenses and other current assets (1,264,879) (322,386)
Other assets 2,500 6,250
Increase (decrease) in operating liabilities
Accounts payable (88,914) (1,933,359)
Accrued liabilities (298,555) (358,870)
Due to affiliate 400,010 800,419
Customer deposits 1,963,581 (819,938)
Accrued interest -- 5,166
----------- -----------
Net cash provided by operating activities 4,205,499 2,081,607
Cash Flows from investing activities
Capital expenditures (3,064,269) (524,257)
Long-term receivable - affiliate (48,121) --
Deposit on vessel charter (1,000,000) --
(Decrease) in minority interest in subsidiary (55,485) (42,099)
----------- -----------
Net cash used in investing activities (4,167,875) (566,356)
Cash flows from financing activities
Principal payments of long-term debt (2,196,203) (812,960)
Proceeds from sale of convertible subordinated debentures 1,425,848 --
Preferred stock dividends paid (228,325) (200,949)
----------- -----------
Net cash used in financing activities (998,680) (1,013,909)
----------- -----------
Net (decrease) increase in cash and cash equivalents (961,056) 501,342
Cash and cash equivalents at beginning of period 3,530,563 3,476,165
----------- -----------
Cash and cash equivalents at end of period $ 2,569,507 $ 3,977,507
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for interest $ 845,707 $ 966,470
=========== ===========
Cash paid during the period for taxes $ -- $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements Page 5
<PAGE>
COMMODORE HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Financial Statements for the six months ended March 31, 1998 and 1997,
included herein have been prepared by Commodore Holdings Limited (the "Company")
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. All adjustments which are, in the opinion of management,
necessary for a fair statement for the results of the three and six months are
included. Certain information and footnote disclosure normally included in
Financial Statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. These financial statements should be read in conjunction with the
financial statements for the year ended September 30, 1997, contained in the
Company's annual report on Form 10-K.
2. Fair value of options to nonemployees. During the first six months of fiscal
1998, the Company issued warrants to purchase 379,952 shares of common stock to
nonemployees providing a variety of consulting services to the Company. Under
the application of FASB #123 the Company has valued these warrants at
approximately $403,000. Accordingly, this amount is being recognized over the
various vesting periods of the warrants.
3. Earnings Per Share. The Company's basic earnings per share is calculated by
dividing net earnings available for common stockholders by the weighted average
shares outstanding during the period. The computation of diluted earnings per
share includes all dilutive common stock equivalents in the weighted average
shares outstanding.
Financial Accounting Standards Board (FASB) Statement No. 128 "Earnings Per
Share" requires the dual presentation of basic and diluted earnings per share on
the face of the statement of earnings. The reconciliation between the
computation is as follows:
<TABLE>
<CAPTION>
THREE NET NET
MONTHS ENDED EARNINGS- BASIC BASIC EARNINGS- DILUTED DILUTED
MARCH 31, BASIC SHARES EPS DILUTED SHARES EPS
- ------------ --------- --------- ----- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
1998 $562,591 5,605,266 $0.10 $670,134 7,939,137 $0.08
1997 $ 95,580 5,581,933 $0.02 $165,580 6,964,586 $0.02
</TABLE>
<TABLE>
<CAPTION>
SIX NET NET
MONTHS ENDED EARNINGS- BASIC BASIC EARNINGS- DILUTED DILUTED
MARCH 31, BASIC SHARES EPS DILUTED SHARES EPS
- ------------ --------- --------- ----- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
1998 $673,201 5,593,471 $0.12 $859,398 7,445,053 $0.12
1997 $200,427 5,581,933 $0.04 $340,427 6,942,313 $0.05
</TABLE>
Included in diluted shares are common stock equivalents relating to options,
warrants, convertible debt and preferred stock of 2,333,871 and 1,382,653 for
the three months ended March 31, 1998 and 1997, respectively and 1,851,582 and
1,342,380 for the six months ended March 31, 1998 and 1997, respectively. Net
earnings were adjusted to calculate the diluted earnings per share by adding
back $107,543 and $186,197 of provision for preferred stock dividend and
interest expense relating to the convertible debentures, for the three and six
months ending March 31, 1998, respectively. Net earnings were adjusted to
calculate the diluted earnings per share by adding back $70,000 and $140,000 of
provision for preferred stock dividend for the three and six months ending March
31, 1997, respectively.
Page 6
<PAGE>
4. Debt offering. In December, 1997 the Company sold $2,150,000 of its 7%
convertible subordinated debentures that become due on December 31, 2003. The
Company sold these debentures at a 20% discount. The net proceeds to the Company
were $1,425,848 after deducting brokers' commissions and expenses of the
offering. The discount and expenses of the offering totaled approximately
$724,152 and are included in Other assets. This amount is being charged to
interest expense over the term of the debentures.
5. Joint Venture. In March 1998 the Company chartered the Enchanted Capri
(ex-Island Holiday) for a period ending on January 1, 2003. In April 1998 the
Company entered into an agreement for a joint venture ("Capri Cruises") with
Casino America Inc., the owner and operator of five riverboat and dockside
casinos. Pursuant to the agreement Casino America and the Company will jointly
operate cruises in strategic markets. The Enchanted Capri is the first ship that
will be operated by Capri Cruises. The Company has assigned its deposit on the
charter of the Enchanted Capri to Capri Cruises and is reflecting its $1,000,000
downpayment made in March 1998 for the charter of the ship under Other assets.
The Enchanted Capri will begin operating a series of two- and five-day cruises,
from New Orleans, in June 1998.
Page 7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following is an analysis of the Company's results of operations, liquidity
and capital resources. To the extent that such analysis contains statements
which are not of a historical nature, such statements are forward-looking
statements, which involve risks and uncertainties. These risks include competing
in a saturated industry against modern and larger fleets; the ability of the
Company to obtain additional financing for the acquisition of additional ships;
a high percentage of debt on assets owned by the Company, the potential for
additional governmental regulations; the need for expensive upgrades and/or
maintenance to aging vessels; general economic factors in markets where the
Company operates; and other factors discussed in the Company's filings with the
Securities and Exchange Commission.
RESULTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 1998 AND 1997
Three Months Ended March 31, 1998, Compared to Three Months Ended March 31, 1997
Revenues increased by $84,585, or 0.6%, for the quarter ended March 31, 1998
compared to the quarter ended March 31, 1997 primarily due to higher passenger
yields on the Company's New Orleans program as well as an increase in the amount
paid for the adult spaces utilized by the Semester-at-Sea program on the
Universe Explorer. These increases were partially offset by the Universe
Explorer operating only 21 days for its Caribbean program in January 1998 versus
28 days in January 1997.
The Company's operating expenses decreased by $554,467, or 4.9%, primarily due
to lower worldwide fuel costs as well as lower food costs, on the Enchanted
Isle, achieved through better purchasing policies. Additionally, the Universe
Explorer was out of service for 14 days in January 1998 to carry out additional
SOLAS modifications to the vessel. The Company's marketing, selling and
administrative expenses decreased by $241,387, or 12.0%, for the three months
ended March 31, 1998 compared to the three months ended March 31, 1997, due to
lower marketing costs as a result of the early strong demand for the Enchanted
Isle's 7-day Caribbean cruise program out of New Orleans.
Depreciation expense for the quarter ended March 31, 1998 increased by $127,585
or 30.4% due to the additional capital expenditures incurred by the Company in
conjunction with meeting its SOLAS requirements on the two vessels.
Seawise's interest in the Company's Sea-Comm joint venture is reflected in the
$100,614 and $453,971 line item for "Minority interest in loss of consolidated
joint venture" for the three months ended March 31, 1998 and 1997. Sea-Comm lost
$201,429 during the three months ended March 31, 1998 versus $908,851 during the
three months ended March 31, 1997. The decrease in the losses was due primarily
to an increase in the amount paid by Seawise to Sea-Comm for cabins on the
Universe Explorer during fiscal 1998.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
Six Months Ended March 31, 1998, Compared to Six Months Ended March 31, 1997
Revenues decreased by $522,079, or 2.0%, for the six months ended March 31, 1998
compared to the six months ended March 31, 1997 primarily due to 21 fewer
operating days on the Enchanted Isle in October 1998. The Enchanted Isle was in
drydock to effect the necessary repairs and modifications to comply with the
SOLAS requirements for that vessel. The Universe Explorer operated only 21 days
for its Caribbean program in January 1998 versus 28 days in January 1997,which
also adversely affected revenues.
The Company's operating expenses decreased by $1,648,681, or 8.0%, primarily due
to 28 fewer operating days in the first six months of fiscal 1998. Additionally
the Company's fuel expense was lower than the comparable six months in fiscal
1997 due to lower worldwide fuel prices and the Universe Explorer being out of
service for 14 days in January 1998 to carry out additional SOLAS modifications
to the vessel. The Company's marketing, selling and administrative expenses
Page 8
<PAGE>
increased by $247,677, or 6.6%, for the six months ended March 31, 1998 compared
to the six months ended March 31, 1997, due to increased marketing efforts
related to the Universe Explorer Caribbean program.
Seawise's interest in the Company's Sea-Comm joint venture is reflected in the
$154,943 and $542,048 line item for "Minority interest in loss of consolidated
joint venture" for the six months ended March 31, 1998 and 1997. Sea-Comm lost
$310,196 during the first six months of fiscal 1998 versus $1,085,181 during the
first six months of fiscal 1997. The decrease in the losses was due primarily to
an increase in the amount paid by Seawise to Sea-Comm for cabins on the Universe
Explorer during fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficiency was $11,153,790, and $7,987,670, for
March 31, 1998 and September 30, 1997, respectively. The Company's working
capital deficiency was primarily due to the inclusion, in non-current assets, of
a $4,629,000 deposit securing the Company's FMC bond. The corresponding
liability, customer deposits, is included in current liabilities. The other
increases in the Company's working capital deficit were the result of cash flow
used in investing activities, primarily capital expenditures to the Enchanted
Isle and the Universe Explorer for SOLAS modifications as well an increase in
customer deposits due to increased demand for the Company's cruises in the
Caribbean and Alaska.
Cash flows from operations provided $4,205,499 and $2,081,607 for the first six
months of fiscal 1998 and 1997, respectively. The improvement in cash flows
for fiscal 1998 is primarily attributable to the improvement in net earnings,
which was partially offset by increases in prepaid expenses associated with
drydock expenses. The lower cash flows for fiscal 1997 primarily represent a
decrease in restricted cash which resulted from a more favorable credit card
processing agreement entered into by the Company in November 1996, which was
partially offset by increases in accounts payable.
Cash flows from investing activities used $4,167,875 and $566,356 for the six
months ended March 31, 1998 and 1997, respectively. During the six months ended
March 31, 1998 the Company invested $3,064,269 in capital expenditures for SOLAS
work on both of the Company's vessels as well as $1,000,000 as a downpayment for
the charter of the Company's third vessel.
Cash flows from financing activities used $998,680 during the six months ended
March 31, 1998 compared to $1,013,909 during the six months ended March 31,
1997. This decrease was primarily due to the receipt of $1,425,848 in proceeds
from the Company's private offering described below, which was partially offset
by an increase in principal payments on the Company's long-term debt associated
with the commencement of additional principal payments pursuant to the terms of
the Company's loan agreement.
At March 31, 1998, the Company owed $19,033,787 to the Company's lender. The
loan is secured by substantially all the assets of the Company and bears
interest at LIBOR plus 2%.
In December 1997, the Company completed a private offering (the "Private
Offering") of $2,150,000 in principal amount of 7% convertible debentures (the
"Debentures"). The Company sold these debentures at a 20% discount. The
Debentures are convertible into shares of Common Stock of the Company at the
option of the holder thereof based on the average closing sale price of the
Common Stock for the five trading days immediately prior to conversion, but in
no event less than $3.131 or more than $4.00 per share. The Debentures are also
convertible at the option of the Company, provided the Common Stock trades above
a certain price for a specified period. The Company has registerd the shares of
Common Stock issuable upon conversion of the Debentures, under the Securities
Act of 1933, as amended (the "Securities Act"). The Company generated $1,425,848
in proceeds after deducting brokerage commissions and expenses of the Private
Offering.
The Company used the proceeds from the Private Offering primarily to enter into
a contract with Cruise Charter, Ltd. for the charter of the M/V Enchanted Capri
(ex-Island Holiday).
In June 1997, the FASB issued Statement of Financial Accounting Standard No. 130
(SFAS 130), "Reporting Comprehensive Income" and No. 131 (SFAS 131),
"Disclosures About Segments of an Enterprise and Related Information." These
statements are effective for fiscal years commencing after December 15, 1997.
The Company will be required to comply with the provisions of these statements
in fiscal 1999. The Company has not assessed the effect that these new standards
will have on its consolidated financial statements and/or disclosures.
The Company's computerized reservation system and accounting system have already
been reprogrammed to be Year 2000 compliant. The Company has additional
computerized systems onboard its vessels that will require some reprogramming
which is expected to be carried out during the current fiscal year. The cost of
the reprogramming, which is being done by an outside vendor is not expected to
exceed $5,000 per vessel.
INFLATION
The impact of inflation on the Company's operations has not been significant to
date. There can be no assurance that a high rate of inflation in the future
would not have an adverse effect on the Company's operations.
Page 9
<PAGE>
Part II: Other Information
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On December 24, 1997, the Company granted warrants to purchase an
aggregate of 54,952 shares of Common Stock to a broker dealer and
officers and partners of a second broker dealer in connection with the
Private Offering. The warrants are exercisable at $3.76 per share,
which exceeded the market value of the Common Stock on the date of
grant, and expire on December 15, 2002. The grant of warrants was
exempt from registration pursuant to Section 4(2) and/or Regulation D
of the Securities Act.
On February 18, 1998, the Company granted warrants to purchase an
aggregate of 300,000 shares of Common Stock to the officers and
partners of a broker dealer in exchange for financial consulting
services. The warrants are exercisable at $3.30 per share, which
exceeded the market value of the Common Stock on the date of the grant,
and expire on February 17, 2003. The grant of warrants was exempt from
registration pursuant to Section 4(2) of the Securities Act.
On March 2, 1998, the Company granted warrants to purchase an aggregate
of 25,000 shares of Common Stock to three persons in exchange for
financial consulting services. The warrants are exercisable at $4.00
per share, which exceeded the market value of the Common Stock on the
date of the grant, and expire on March 2, 2003. The grant of warrants
was exempt from registration pursuant to Section 4(2) of the Act.
On March 9, 1998, the Company issued 100,000 shares of its Common Stock
to a ship broker as payment for a brokerage commission due in
connection with the Company's charter of the M/V Enchanted Capri
(formerly M/V Island Holiday). Such shares are being held in escrow
pending delivery of the ship. The number of shares of Common Stock
issued to the broker was based on the fair market value of the Common
Stock on the date of issuance thereof. The issuance of the Common Stock
was exempt from registration pursuant to Section 4(2) of the Act.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
(a) The Annual Meeting of Shareholders was held on Wednesday, February
11, 1998 at the offices of Broad and Cassel, Miami Center, 201 Biscayne
Boulevard, Suite 3000, Miami, FL 33131.
(b) The following individuals were elected directors until the annual
meeting of shareholders to be held in the year 2001 or until their
successors are elected and qualified:
VOTES AGAINST ABSTENTIONS AND
VOTES FOR OR WITHHELD BROKER NON-VOTES
--------- ------------- ----------------
Jeffrey I. Binder 4,027,269 13,800 -
Frederick A. Mayer 4,031,869 9,200 -
All of the nominees were members of the previous Board of Directors and
there has been no change in the Board of Directors as a result of this
election. The term of office for each of the following directors
continued after the meeting: Mark Maged, Ralph DeMartino, Arnold
Francis and Gordon Hill.
(c) The shareholders also voted to appoint Grant Thornton LLP as the
Company's independent auditors for the 1998 fiscal year and to
authorize the Board of Directors to set their fee.
VOTES AGAINST ABSTENTIONS AND
VOTES FOR OR WITHHELD BROKER NON-VOTES
--------- ------------- ----------------
4,019,519 11,500 10,050
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
27 Financial Data Schedule
B. Reports on Form 8-k
No reports on Form 8-k were filed during the quarter ended March 31, 1998.
Page 10
<PAGE>
SIGNATURE
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.
COMMODORE HOLDINGS LIMITED
(Registrant)
/s/ ALAN PRITZKER
-----------------------
ALAN PRITZKER
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
May 15, 1998
Page 11
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 2,569,507
<SECURITIES> 0
<RECEIVABLES> 440,357
<ALLOWANCES> 0
<INVENTORY> 1,128,322
<CURRENT-ASSETS> 8,626,132
<PP&E> 44,076,283
<DEPRECIATION> 4,876,895
<TOTAL-ASSETS> 55,705,873
<CURRENT-LIABILITIES> 19,779,922
<BONDS> 16,791,379
0
4,420
<COMMON> 61,819
<OTHER-SE> 18,988,781
<TOTAL-LIABILITY-AND-EQUITY> 55,705,873
<SALES> 0
<TOTAL-REVENUES> 25,385,648
<CGS> 0
<TOTAL-COSTS> 24,098,371
<OTHER-EXPENSES> 888,309
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<INCOME-TAX> 0
<INCOME-CONTINUING> 815,201
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 815,201
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
