Royal Olympic Cruise Lines (ROCLF) Inactive
Filed: 29 Jul 03, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the three months ended February 28, 2003.
Commission File Number 0-29602
ROYAL OLYMPIC CRUISE LINES INC.
(Exact name of registrant as specified in its charter)
87 Akti Miaouli, 185 38 Piraeus, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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| Form 20-F | ý | Form 40-F | o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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| Yes | o | No | ý |
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
This document contains 13 pages.
This report contains the Condensed Consolidated Financial and Other Data (unaudited) of Royal Olympic Cruise Lines Inc. (the "Company") for the three months ended February 28, 2003.
ROYAL OLYMPIC CRUISE LINES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Expressed in thousands of U.S. Dollars, except per share data)
| | Three months ended | |||||
|---|---|---|---|---|---|---|
| | February 28, 2003 | February 28, 2002 | ||||
| | (Unaudited) | (Unaudited) | ||||
NET REVENUES | $ | 25,866 | $ | 9,480 | ||
EXPENSES | ||||||
| Operating | 24,637 | 10,967 | ||||
| Selling and administrative expense | 6,197 | 3,919 | ||||
| Depreciation | 4,585 | 3,033 | ||||
LOSS FROM OPERATIONS | 9,553 | 8,439 | ||||
OTHER INCOME / EXPENSES | ||||||
| Interest expense | 3,663 | 2,154 | ||||
| Exchange (loss) gain | (1,575 | ) | 200 | |||
| Other non-operating (loss) gain | (2,123 | ) | 218 | |||
NET LOSS | $ | 16,914 | $ | 10,175 | ||
NET LOSS PER SHARE (*) | ||||||
| Net loss | $ | 1,21 | $ | 0.73 | ||
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ROYAL OLYMPIC CRUISE LINES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Expressed in thousands of U.S. Dollars, except share capital)
| | February 28, 2003 | November 30, 2002 | ||||||
|---|---|---|---|---|---|---|---|---|
| | (Unaudited) | (Audited) | ||||||
| ASSETS | ||||||||
CURRENT ASSETS | ||||||||
| Cash | $ | 753 | $ | 3,356 | ||||
| Other Current Assets | 37,854 | 43,592 | ||||||
| Total current assets | $ | 38,607 | $ | 46,948 | ||||
PROPERTY AND EQUIPMENT, NET | 453,554 | 458,041 | ||||||
| OTHER ASSETS | 2,441 | 3,446 | ||||||
| TOTAL | $ | 494,602 | $ | 508,435 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
| Short-term borrowings and current portion of long-term debt | $ | 43,562 | $ | 23,926 | ||||
| Other current liabilities | 69,135 | 64,886 | ||||||
| Total current liabilities | $ | 112,697 | $ | 88,812 | ||||
LONG TERM DEBT | 319,085 | 339,055 | ||||||
| OTHER LONG TERM LIABILITIES | 17,714 | 18,547 | ||||||
SHAREHOLDERS' EQUITY | ||||||||
| Preferred Stock ($.01 par value; 5 million Shares authorised) | — | — | ||||||
| Common Stock ($.01 par value; 50 million Shares authorised; 13,997,500 shares issued and outstanding) | 140 | 140 | ||||||
| Additional paid-in capital | 111,864 | 111,864 | ||||||
| (Accumulated losses) / Retained Earnings | (66,898 | ) | (49,984 | ) | ||||
| Total shareholders' equity | $ | 45,106 | $ | 62,020 | ||||
| TOTAL | $ | 494,602 | $ | 508,435 | ||||
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ROYAL OLYMPIC CRUISE LINES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
| | For the three months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| | February 28, 2003 | February 28, 2002 | ||||||
| | (Unaudited) | (Unaudited) | ||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (16,914 | ) | $ | (10,175 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 4,585 | 3,033 | ||||||
| Amortization of dry-docking | 951 | 674 | ||||||
| Financial instruments receivable/payable | 2,120 | (218 | ) | |||||
| Interest payable | 213 | 206 | ||||||
| Unrealised exchange loss on indebtedness | 415 | — | ||||||
| Changes in operating assets and liabilities | 7,278 | 4,042 | ||||||
Net cash used in operating activities | $ | (1,352 | ) | $ | (2,438 | ) | ||
Net cash used in investing activities | $ | (99 | ) | $ | (1,250 | ) | ||
Cash flows from financing activities | ||||||||
| Proceeds from issue of new debt | 1,650 | 3,897 | ||||||
| Proceeds from restricted cash | 4,011 | — | ||||||
| Repayment of capital lease obligation | (4,201 | ) | — | |||||
| Repayment of existing debt | (2,613 | ) | (3,401 | ) | ||||
| Net cash (used in)/provided by financing activities | $ | (1,153 | ) | $ | 496 | |||
| Net decrease in cash | $ | (2,603 | ) | $ | (3,192 | ) | ||
| Cash, beginning of the period | 3,356 | 4,302 | ||||||
Cash, end of the period | $ | 753 | $ | 1,110 | ||||
Supplemental disclosures regarding cash flow information:
Interest paid amounted to $2,797 and $4,686 for the three months ended February 28, 2003 and February 28, 2002, respectively. Capitalised interest of $464 was recognised during the three months ended February 28, 2002.
During the quarter ended February 28, 2002, the Company incurred a capital lease obligation of $17,567 in connection with a lease agreement to acquire the vessel "Seawing." See Notes to Condensed Consolidated Financial Statements.
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ROYAL OLYMPIC CRUISE LINES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A—Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. They do not include all the information and footnotes required by 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 February 28, 2003 are not necessarily indicative of the results that may be expected for the year ending November 30, 2003. Certain amounts in prior periods have been reclassified to conform with the current period's presentation.
Note B—Property and Equipment
Property and equipment is analysed as follows:
| | February 28, 2003 | November 30, 2002 | |||||
|---|---|---|---|---|---|---|---|
| | (In thousands) | ||||||
| Vessels | $ | 531,359 | $ | 531,313 | |||
| Furniture and equipment | 4,790 | 4,737 | |||||
| Less: accumulated depreciation | (82,595 | ) | (78,009 | ) | |||
| Total property and equipment, net | $ | 453,554 | $ | 458,041 | |||
Note C—Financial Instruments
In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended ("Statement No. 133"), which is required to be adopted in years beginning after June 15, 2000. The Company adopted Statement No. 133 effective December 1, 2000, as required. Statement No. 133 requires that the Company recognise all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a fair value hedge, changes in the fair value of derivatives will be offset against the change in fair value of the hedged firm commitment through earnings.
The financial instruments that expired during the first quarter of 2003, together with the mark to market valuation of all outstanding instruments as at February 28, 2003, resulted in a loss of $2,120,444.
Note D—Subsequent Events
Financing
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2002 from Fortis Bank (Nederland) N.V. ("Fortis Bank") to facilitate the Company's capital lease obligation, thus fully repaying the outstanding amount.
The moratorium agreements in d, f, and g above include the pledging of certain charter payments signed after June 17, 2003, in favour of the banks that granted the moratorium. Any proceeds from the vessel "Seawing" are pledged to Fortis Bank.
Operating
No material events took place in the period subsequent to February 28, 2003 up to the date of this report.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three months ended February 28, 2003 compared to three months ended February 28, 2002
GENERAL
Royal Olympic Cruise Lines Inc. (together with its consolidated subsidiaries, the "Company") earns revenues primarily from (i) the sale of passenger tickets including, in certain cases, transportation to and from the point of embarkation/disembarkation, primarily for cruise vacations; (ii) the sale of tour package excursions; (iii) the sale of goods and services on board its cruise ships, such as duty free sales, casino gaming, liquor and gift shop items; (iv) the sale of trip cancellation insurance and medical insurance; (v) port charges paid by passengers; and (vi) the chartering of vessels to various groups and organisations.
The cruise season in the eastern Mediterranean, where the Company offers the majority of its cruise itineraries and has historically derived the majority of its revenue, commences in March / April and continues through November of each year. As a result, the operations of the Company are seasonal and results for interim periods are not necessarily indicative of the results for the whole year. During the first quarter of its financial year, the Company has traditionally incurred net losses.
The September 11, 2001 terrorist attacks, the political unrest in the Middle East and military action in Iraq have had, and continue to have, a negative impact on the demand for travel services generally, and on the Company's business and its results.
MAJOR EVENTS IN FIRST QUARTER
Financing
In December 2002, Fortis Bank extended a $1.65 million overdraft facility to the Company to pay part of the capital lease obligation of $5.4 million in connection with the "Seawing". The overdraft facility was repayable in 3 monthly instalments of $550,000 each in February, March, and April 2003, at a rate of LIBOR plus 3%. The first instalment of $550,000 was paid on February 3, 2003 and the balance was paid on April 11 and April 15, 2003 (as described in Note D "Subsequent Events").
Operating
In the first quarter of 2003, "Olympia Voyager", "Olympia Explorer", "Olympia Countess" and "Seawing" were deployed. "Olympia Voyager" and "Olympia Explorer" were deployed in South America. The "Seawing" and the "Olympia Countess" operated under charter agreements in the Far East and South Africa, respectively.
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RESULTS OF OPERATIONS—COMPANY
The following table presents statements of operations data as a percentage of total revenues:
| | 3 MONTHS ENDED FEBRUARY 28 | ||||
|---|---|---|---|---|---|
| | 2003 | 2002 | |||
| REVENUES | 100 | % | 100 | % | |
| OPERATING EXPENSES | 95.2 | 115.7 | |||
| SELLING & ADMIN. EXPENSES | 24.0 | 41.3 | |||
| DEPRECIATION | 17.7 | 32.0 | |||
| OPERATING LOSS | 36.9 | 89.0 | |||
| INTEREST EXPENSE | 14.2 | 22.7 | |||
| OTHER (LOSS) / INCOME | (14.3 | ) | 4.4 | ||
| NET LOSS | 65.4 | 107.3 | |||
REVENUES
For the first quarter of fiscal year 2003, net revenues increased by $16.4 million or 173% to $25.9 million, compared to $9.5 million for the same period of the last fiscal year. This was mainly the result of four vessels sailing in the first quarter of fiscal year 2003 ("Olympia Voyager", "Olympia Explorer", "Seawing" and "Countess"), compared to only two in the same period of the last fiscal year ("Olympia Voyager" and "Triton"). Furthermore, the tragic events of September 11, 2001 had adversely affected the operation during the same period of the last fiscal year. "Olympia Voyager" sailed in the first quarter of fiscal year 2002 and had an average occupancy of 68%, 69 days with an average revenue per passenger per day of $116, compared to an average occupancy of 76%, 89 days and an average revenue per passenger per day of $128 in the same period this fiscal year. Furthermore, the "Olympia Explorer", being a new vessel, managed to command higher revenues per passenger per day than older vessels.
Passenger cruise days ("p.c.d.") sold increased by 158,534 or 210% for the first quarter of fiscal year 2003 to 233,853 p.c.d, compared to 75,319 p.c.d in the same period of the last fiscal year.
Occupancy increased by 8.5% for the first quarter of fiscal year 2003 to 80.69%, compared to 72.19% for the same period of the last fiscal year.
Net revenues per p.c.d. decreased by 12% to $111 for the first quarter of fiscal year 2003, compared to $126 for the same period of the last fiscal year.
OPERATING EXPENSES
Operating expenses increased by $13.7 million or 124.6% to $24.6 million for the first quarter of fiscal year 2003, compared to $11.0 million for the same period of the last fiscal year. This was primarily due to the two additional vessels placed in operation in the first quarter of fiscal year 2003 compared to the same period of the last fiscal year.
As a percentage of revenue, operating expenses decreased to 95.2% for the three months ended February 28, 2003, compared to 115.7% in the same period of the last fiscal year. This was primarily the effect of substantially higher revenues.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses increased by $2.3 million or 58.1% to $6.2 million for the first quarter of fiscal year 2003, compared to $3.9 million in the same period of the last fiscal year. General
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and administrative expenses increased by $1.5 million to $4.9 million during the first quarter of fiscal year 2003, from $3.4 million during the first quarter of fiscal year 2002. This increase was due mainly to higher payroll costs ($0.9 million), credit card expenses of $0.4 million being recorded as administrative expenses in order to more effectively monitor selling costs (in the first quarter of fiscal year 2002, these amounts were netted against revenues), and $0.2 million of higher insurance expenses mainly as a result of increased premiums for Directors' and Officers' liability coverage. Payroll costs increased when compared to the same period of the last fiscal year mainly because of the redundancies that had taken place in the first quarter of fiscal year 2002 as a result of the September 11, 2001 events. Selling and marketing expenses increased by $0.8 million to $1.3 million in the first quarter of fiscal year 2003, compared to $0.5 million during the same period of the last fiscal year. As selling and marketing expenses are recognized based on the level of revenues, this expense was in line with increased revenues in the first quarter of fiscal year 2003, compared to the same period of the last fiscal year.
As a percentage of revenue, selling and administrative expenses decreased to 24.0% for the first quarter of fiscal year 2003 as compared to 41.3% for the same period of the last fiscal year.
DEPRECIATION
Depreciation increased by $1.6 million to $4.6 million for the first quarter of fiscal year 2003, from $3 million for the same period of the last fiscal year. This increase is primarily due to the acquisition of the "Olympia Explorer" which was depreciated as of May 2002. The quarterly depreciation of the "Olympia Explorer" is $1.3 million. Furthermore, depreciation of $0.2 million was recorded on "Solaris" during the first quarter of fiscal year 2003 whereas no depreciation was recorded in the same period of the last fiscal year, as the vessel was then classified as held for sale and thus not depreciated.
As a percentage of revenue, depreciation decreased to 17.7% for the first quarter of fiscal year 2003, compared to 32% for the same period of the last fiscal year.
INTEREST EXPENSE
Interest expense increased by 70% or $1.5 million, to $3.7 million in the first quarter of fiscal year 2003, from $2.2 million for the same period of the last fiscal year. This was primarily due to the acquisition of the "Olympia Explorer", which contributed $1.25 million to interest expense during the first quarter of fiscal year 2003. The rest of the amount relates primarily to additional interest resulting from the increased principal in arrears owed to Fortis Bank ($0.1 million), the additional interest on the subordinated loans from the shareholders granted April 2002 (approx. $45,000) as well as the arrangement fees ($0.1 million) on the additional loans. Lower interest expense due to lower LIBOR rates of $0.3 million and the lower interest charge on the capital lease obligation ($0.1 million) were offset by the reduction of HULL962 capitalized interest ($0.5 million), which was deducted in the first quarter of fiscal year 2002, none of which existed in the same quarter this fiscal year.
NON OPERATING ITEMS (INCOME / EXPENSES)
When comparing the non-operating items in the first quarter of fiscal year 2003 to the same period in fiscal year 2002, the following should be noted:
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LOSS FROM OPERATIONS; NET LOSS
Losses from operations during the first quarter of fiscal year 2003 have increased by $1.1 million to $9.5 million, compared to $8.4 million for the first quarter of fiscal year 2002.
Net loss increased by 66.2% or $6.7 million, to $16.9 million for the first quarter of fiscal year 2003, from $10.2 million in the same period of the last fiscal year. The increase was primarily due to the higher interest expense resulting from the acquisition of the "Olympia Explorer", the additional loss on the valuation of the financial instruments, the exchange loss, and additional depreciation and selling and administrative expenses.
As a percentage of revenue, net loss decreased to 65.4% for the first quarter of fiscal year 2003, compared to 107.3% for the same period of the last fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash used by operating activities was $1.4 million for the three months ended February 28, 2003, compared to $2.4 million for the same period of the last fiscal year.
Net cash used in investing activities (capital expenditures) for the three months ended February 28, 2003 amounted to
$0.1 million compared to $1.3 million for the corresponding period of the last fiscal year.
Net cash used in financing activities for the three months ended February 28, 2003, was $1.2 million, compared to $0.5 million of cash provided by financing activities for the same period of the last fiscal year.
Funding Sources. As at February 28, 2003, the Company had $0.8 million in cash. These funds, in addition to the cash generated from operations, the overdraft facility of $9.1 million with Fortis Bank, and the funds held in the debt reserve and retention accounts, are being used to finance the Company's obligations.
As at February 28, 2003, the credit facility with Fortis Bank included a $9.1 million revolving credit facility for working capital and a $13 million guarantee to cover certain obligations to the United States Maritime Commission in connection with our cruises to and from the U.S., and other short-term obligations approved by the lender. This facility was reduced to $8 million during May 2003 and to $4 million, effective June 29, 2003. For winter 2003/2004, Fortis Bank agreed to contribute up to $9 million to facilitate the FMC bond, conditional upon a number of payments of interest and principal (per a moratorium agreement reached June 19, 2003 (see Note D "Subsequent Events" g above), a first mortgage on the"Seawing" being provided to Fortis Bank (should the Company purchase the"Seawing" which is currently under a capital lease agreement), the pledging of all net proceeds from the"Seawing" to Fortis Bank (should the Company sell the vessel to a third party), no other events of default occurring, and the scrapping of certain vessels expected to generate $6.5 million for the Company. Silk Navigation has agreed to provide a further $2 million guarantee towards this facility.
The debt reserve account, with a balance of $3.4 million as at February 28, 2003, has been used to settle the $2.4 million interest due April 25, 2003 on the "Olympia Explorer".
The retention account of the "Olympia Voyager" of $0.3 million has been used to cover part of the June 2003 interest instalment.
Overall Indebtedness. Overall indebtedness has decreased by $0.3 million to $362.7 million in the first quarter of fiscal year 2003, compared to $363 million for the year ended November 30, 2002.
The net decrease of $0.3 million resulted from an increase in overall indebtedness of $2.3 million and a reduction of $2.6 million as a result of principal payments.
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The increase in overall indebtedness of $2.3 million is explained by:
Principal payments totaling $2.6 million were made as follows:
The aggregate annual maturities of our indebtedness are as follows:
| Year | Principal Amount | ||
|---|---|---|---|
2003 | $ | 22.5 million | |
| 2004 | 47.1 million | ||
| 2005 | 26.2 million | ||
| 2006 | 27.1 million | ||
| 2007 | 48.9 million | ||
| Thereafter | 190.9 million | ||
| Total | $ | 362.7 million | |
Obligations under leases. We lease various facilities from related parties under non-cancelable operating lease agreements with terms ranging from 2 to 7 years. Rent expense under all operating leases was approximately $0.2 million for the quarter ended February 28, 2003.
Future minimum lease payments under these non-cancelable operating and capital leases as of February 28, 2003 were as follows (in thousands):
| Year | Operating Leases Third Parties | Operating Related Parties | Capital Leases | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2003 | $ | 350 | $ | 146 | — | |||||
| 2004 | 455 | 205 | 5,382 | |||||||
| 2005 | 455 | 215 | 5,382 | |||||||
| 2006 | 425 | — | — | |||||||
| 2007 | 248 | — | — | |||||||
| Thereafter | 10 | — | — | |||||||
| Total Minimum Lease Payments | $ | 1,943 | $ | 566 | $ | 10,764 | ||||
| Amounts representing interest | ($ | 1,273 | ) | |||||||
| Present Value of Minimum Lease Payments (including current portion of $4,554) | $ | 9,491 | ||||||||
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The following critical accounting policies are identified as areas where management is able to exercise its discretion in terms of estimates used.
1. Dry-docking: Expenses associated with dry-docking are deferred in the year they are incurred and are amortized on a straight line basis over the period to the next dry-docking, which is usually two years. The period of the next dry-docking is based on an estimate made by management based on its belief of when the next dry-docking will take place.
2. Allowance for Doubtful Accounts: We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific agent's inability to meet its financial obligations to us (e.g., bankruptcy filings, substantial down-grading of credit scores, past experience with the agent), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on the length of time the receivables are past due.
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DISCLOSURE CONTROLS AND PROCEDURES
An evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of February 28, 2003 was carried out by the Company under the supervision and with the participation of the Company's management, including its chief executive officer and chief financial officer. Based on that evaluation, the chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Subsequent to the date of the most recent evaluation of the Company's internal controls, there were no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
FORWARD—LOOKING STATEMENTS
Certain statements in this Form and in the future filings by the Company with the Securities and Exchange Commission, in the Company's press releases, and in oral statements made by or with the approval of an authorized executive officer constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions which may impact levels of disposable income of consumers and pricing and passenger yields for the Company's cruise products; consumer demand for cruises; pricing policies followed by competitors of the Company; increases in cruise industry capacity in the Eastern Mediterranean and other areas in which the Company operates; changes in tax laws and government regulations applicable to the Company; the ability of the Company to implement its shipbuilding program and to expand its business outside the Eastern Mediterranean market especially during the winter season where it has less experience; delivery of the new vessels on schedule and at the contracted price; weather patterns; unscheduled ship repairs and dry-docking; and incidents involving cruise vessels at sea.
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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.
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|---|---|---|---|
| ROYAL OLYMPIC CRUISE LINES INC. | |||
Date: July 29, 2003 | |||
| By: | /s/ YIANNOS PANTAZIS Yiannos Pantazis Chief Executive Officer | ||
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