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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark one)
[X] Quarterly Report Under to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2004
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission file number 333-112603
CATSKILL LITIGATION TRUST
-------------------------
(Exact Name of Small Business Issuer as Specified in Its Declaration of Trust)
DELAWARE 16-6547621
- ------------------------------------ ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
C/O CHRISTIANA BANK & TRUST COMPANY
1314 King Street
Wilmington, Delaware 19801
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(302) 888-7400
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [ ]
As of August 11, 2004, 22,702,896 Units of beneficial interest were
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No[X]
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CATSKILL LITIGATION TRUST
FORM 10-QSB
INDEX
PART I - FINANCIAL INFORMATION Page
ITEM 1. CONDENSED FINANCIAL STATEMENTS
Condensed Balance Sheet as of June 30, 2004 (unaudited) 3
Condensed Statements of Operations for the three months ended June
30, 2004 and for the period January 12, 2004 (Date of Inception) to
June 30, 2004 (unaudited) 4
Condensed Statement of Cash Flows for the period January 12, 2004
(Date of Inception) to June 30, 2004 (unaudited) 5
Notes to Condensed Financial Statements 6-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION 9-11
ITEM 3. CONTROLS AND PROCEDURES 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12-13
SIGNATURES 14
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CATSKILL LITIGATION TRUST
CONDENSED BALANCE SHEET
June 30, 2004
(Unaudited)
ASSETS
Current Assets
Cash $ 151,918
---------
Total Current Assets 151,918
---------
TOTAL ASSETS $ 151,918
=========
LIABILITIES AND TRUST DEFICIENCY
Current Liabilities
Accrued legal and administrative expenses $ 90,370
Line of credit-related party 250,000
---------
Total Current Liabilities 340,370
Trust Deficiency
Units of Beneficial Interest: authorized
22,702,896; issued and outstanding 22,702,896 3,428
Accumulated deficit (191,880)
---------
Total Trust Deficiency (188,452)
---------
TOTAL LIABILITIES AND TRUST DEFICIENCY $ 151,918
=========
The accompanying notes are an integral part of these financial statements.
3
CATSKILL LITIGATION TRUST
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
January 12, 2004
Three months ended (Date of Inception)
June 30, 2004 to June 30, 2004
------------------------------------------
General and Administrative Expenses:
Litigation Trustee Fees $30,000 $ 56,130
Administrative Trustee Fees 1,500 7,500
Consulting Fees 5,000 11,000
Legal Fees 12,109 83,314
Accounting Fees 9,270 26,453
Interest Expense 3,428 3,428
Other 3,341 4,331
------------------------------------------
Total General and Administrative Expenses 64,648 192,156
Other Income 276 276
------------------------------------------
Net Loss ($64,372) ($191,880)
==========================================
Loss per unit outstanding ($ 0.00) ($ 0.01)
==========================================
Weighted average units outstanding 22,702,896 22,702,896
==========================================
4
The accompanying notes are an integral part of these financial statements.
CATSKILL LITIGATION TRUST
CONDENSED STATEMENT OF CASH FLOWS
For the period January 12, 2004 (Date of Inception)
to June 30, 2004
(Unaudited)
OPERATING ACTIVITIES
Net Loss ($191,880)
Adjustments to reconcile net loss to net cash used in operations:
Imputed interest expense 3,428
Increase in accrued legal and administrative expenses 90,370
---------
Net cash used in operating activities ($ 98,082)
Cash flow from financing activities
Increase in line of credit-related party 250,000
---------
Cash-beginning of period --
---------
Cash end of period $ 151,918
=========
The accompanying notes are an integral part of these financial statements.
5
Notes to Condensed Financial Statements--June 30, 2004 (Unaudited)
NOTE 1 - THE TRUST
The Catskill Litigation Trust is a Delaware statutory trust (the
"Litigation Trust") formed by Empire Resorts, Inc. ("Empire Resorts"),
Monticello Raceway Management, Inc., ("MRMI"), Monticello Casino
Management, LLC, Monticello Raceway Development Company, LLC ("MRDC")
and Mohawk Management, LLC ("Mohawk"). On January 12, 2004, 22,702,896
units of beneficial interest were issued to the members and
stockholders of those entities. At that time, Empire Resorts, Catskill
Development, L.L.C. ("Catskill"), MRMI, Mohawk, Joseph E. Bernstein,
Paul A. deBary (Messrs. Bernstein and deBary are hereinafter referred
to as the "Litigation Trustees") and Christiana Bank and Trust Company
(the "Administrative Trustee") entered into the Declaration of Trust of
Catskill Litigation Trust (the "Declaration of Trust").
In the Declaration of Trust, Catskill, MRDC and Mohawk assigned to the
Litigation Trust all of their claims under or related to the alienation
and frustration of their agreements and business relations with the St.
Regis Mohawk Tribe and their rights to any judgment or settlement that
may arise from any litigation relating to two litigations entitled
Catskill Development, L.L.C., Mohawk Management L.L.C. and Monticello
Raceway Development Company L.L.C., Plaintiffs v. Park Place
Entertainment Corporation, Defendant and Catskill Development, L.L.C.,
Mohawk Management, L.L.C., Monticello Raceway Development Company,
L.L.C., Plaintiffs v. Gary Melius, Ivan Kaufman, Walter Horn, President
R.C. - St. Regis Management Company, et al, Defendants (hereinafter
referred to as the "Litigation"). If at any time the Litigation
Trustees determine, in their absolute discretion, that the assets of
the Litigation Trust are not sufficient to justify its continuance, the
Litigation Trustees are authorized to terminate the Litigation Trust.
In addition, the Litigation Trust is to terminate on the date that all
litigation has been fully prosecuted to final judgment or dismissal,
including all appeals, and all Litigation Trust assets have been
distributed to the Litigation Trust's beneficiaries.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
BASIS OF PRESENTATION
These condensed financial statements have been prepared in accordance
with accounting principles for interim financial statements generally
accepted in the United States of America, and with Form 10-QSB and Item
310 of Regulation SB of the Securities and Exchange Commission.
Accordingly, they do not contain all the information and footnotes
required by accounting principles generally accepted in the United
States of America for annual financial statements. In the opinion of
the Litigation Trustees, the accompanying condensed financial
statements contain all the adjustments necessary (consisting only of
normal recurring accruals) to make the financial statements of the
Litigation Trust not misleading.
Operating results for the period January 12, 2004 (date of inception)
to June 30, 2004 are not necessarily indicative of the results that
would be expected for the period January 12, 2004 (date of inception)
to December 31, 2004. For further information, refer to the financial
6
statement as of January 12, 2004 and the footnotes related thereto
contained in the Litigation Trust's Form S-1 filed on April 22, 2004
with the Securities and Exchange Commission.
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the Litigation Trustees to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
INCOME TAXES
For federal income tax purposes, the Litigation Trust is treated as a
grantor trust. Under the grantor trust rules, each holder of a unit of
beneficial interest is treated as the owner of his or her share of the
Litigation Trust's assets. The treatment of income and expense items
under accounting principles generally accepted in the United States of
America may differ from the tax treatment of such items. Expenses
incurred by the Litigation Trust will be capitalized for tax purposes.
NOTE 3 - LINE OF CREDIT-RELATED PARTY
Empire Resorts, a related party, has provided the Litigation Trust with
a line of credit of up to $2,500,000. The line of credit can be used to
pay all expenses of the Litigation Trust permitted under the
Declaration of Trust, including but not limited to professional fees
and the fees and expenses of the Litigation and Administrative
Trustees. The line of credit is non-interest bearing and is to be
repaid from any amounts received from litigation settlements or awards.
The line of credit expires upon the termination of the Litigation
Trust.
On April 1, 2004, $250,000 was drawn against the line of credit.
The Litigation Trust imputed interest on the borrowings at Empire
Resorts' borrowing rate (5.50% per annum at June 30, 2004). Interest
expense for the three months ended June 30, 2004 and for the period
January 12, 2004 (date of inception) to June 30, 2004 amounted to
$3,428 and was deemed contributed capital to the Litigation Trust.
NOTE 4 - DISTRIBUTIONS
The distribution of any net proceeds from litigation settlements or
awards, after amounts are applied to cover all current or expected
expenses of the Litigation Trust, is to be made at the sole discretion
of the Litigation Trustees and will be distributed as follows:
First: To pay the Litigation Trustees their fees arising from
litigation settlements or awards. (See Note 6)
Second: To reimburse $7,500,000 to Empire Resorts for expenses incurred
in connection with the Litigation prior to the formation of the
Litigation Trust and, in addition, to repay Empire Resorts any amounts
outstanding under the line of credit.
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Third: If any amount remains after the above requirements are met, such
amount remaining is to be divided among the beneficiaries of the
Litigation Trust in proportion to their ownership of Units as of the
date the distribution is made.
NOTE 5 - ACCRUED LEGAL AND ADMINISTRATIVE EXPENSES
June 30, 2004
Legal fees related to litigation $29,962
Litigation trustee fees 30,000
Accounting fees 16,770
Consulting fees 8,500
Administrative trustee fees 1,500
Other fees and expenses 3,638
------------
$90,370
============
NOTE 6 - COMMITMENTS AND CONTINGENCIES
COMPENSATION OF LITIGATION TRUSTEES
Each of the two Litigation Trustees is entitled to annual compensation
of $60,000 plus reimbursement of expenses incurred carrying out the
purpose of the Litigation Trust. In addition, one litigation trustee is
entitled to 4%, and the other 1%, of any litigation settlements or
awards.
COMPENSATION OF THE ADMINISTRATIVE TRUSTEE
The Administrative Trustee is entitled to a $5,000 acceptance fee
(which includes the first month administrative fee) and a monthly
administrative fee of $500. In addition, the Administrative Trustee is
entitled to a custody fee on certain cash balances and marketable
securities of .5% per annum on the first $10,000,000 of fair value and
3% on the excess and reimbursement for certain fees and expenses.
EXPENSES PAID PRIOR TO THE FORMATION OF THE LITIGATION TRUST
As discussed in Note 4, the Litigation Trust is obligated to pay to
Empire Resorts up to $7,500,000. This amount represents expenses
incurred prior to the formation of the Litigation Trust. The amount is
payable solely from the proceeds of litigation settlements or awards.
REPAYMENTS OF AMOUNTS DRAWN UNDER THE LINE OF CREDIT-RELATED PARTY
As discussed in Note 3, the expenses of the Litigation Trust are
expected to be paid from draws under the line of credit. Amounts drawn
under the line of credit are to be repaid from any amounts received
from litigation settlements or awards.
NOTE 7 - CERTAIN RELATIONSHIPS
The Litigation Trustees are both currently members of Empire Resorts'
Board of Directors.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Statements
This Report on Form 10-QSB contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements
other than statements of historical facts included in this Report, including
without limitation, the statements under "General," and "Liquidity and Capital
Resources," are forward-looking statements. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the Cautionary Statements.
The following discussions should be read in conjunction with our
financial statements and the related notes thereto and other financial
information appearing elsewhere in this report. The following discussion
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in the
forward-looking statements as a result of various factors, including those
discussed elsewhere in this report.
General
We are a statutory trust created under Delaware law. Our formation was
a condition to the consolidation of Empire Resorts, Inc. ("Empire Resorts"),
Monticello Raceway Management, Inc., ("MRMI"), Monticello Casino Management, LLC
("MCM"), Monticello Raceway Development Company, LLC ("MRDC") and Mohawk
Management, LLC ("Mohawk"). Also as a condition to that consolidation, each of
Catskill Development, L.L.C. ("Catskill"), MRDC, and Mohawk, agreed to assign to
us all of their claims under or related to the alienation and frustration of
their agreements and business relations with the St. Regis Mohawk Tribe. That
assignment included rights to any proceeds from any settlement or award that may
arise from any litigation relating to that claim. Our litigation claims arise
from the efforts of each of Catskill, MRDC, and Mohawk to develop with the St.
Regis Mohawk Tribe a gaming casino in Monticello, New York. We spent several
years and substantial funds to develop and obtain required approvals for the
casino. Subsequently, Park Place Entertainment Corporation, the world's largest
gaming corporation and Atlantic City's largest casino operator, entered into an
agreement providing for the St. Regis Mohawk Tribe to commit their future casino
development efforts exclusively to Park Place Entertainment Corporation. That
agreement conflicted with the Mohawk Tribe's agreements with Catskill, MRDC and
Mohawk.
There is one lawsuit presently pending and one lawsuit that has been
discontinued. The first lawsuit is Catskill Development, L.L.C., Mohawk
Management, L.L.C., and Monticello Raceway Development Company, L.L.C.,
Plaintiffs. v. Park Place Entertainment Corporation, Defendant. (Civil Action
No. 00CIV8660 (CM) (GAY)) (United States District Court Southern District of New
York) referred to herein as the "PPE case". This lawsuit had initially been
dismissed on a motion for summary judgment. However, those rulings have been
appealed. In addition, the trial court vacated the earlier decision granting
summary judgment to Park Place Entertainment, in order to allow additional
discovery proceedings. The second lawsuit is Catskill Development, L.L.C.,
Mohawk Management, L.L.C., and Monticello Raceway Development Company, L.L.C.,
Plaintiffs. against Gary Melius, Ivan Kaufman, Walter Horn, President R.C. - St.
Regis Management Company, et al, Defendants. (Index No. 891/03) (Supreme Court
of the State of New York County of Sullivan). This lawsuit has been discontinued
under an agreement that permits it to be refiled at a future date without being
barred by the statute of limitations. Our purposes are the prosecution of our
litigation claims through the recovery of any settlement or final judgments and
the distribution of the net amount of any such recoveries to our beneficiaries.
9
The administration of our Litigation Trust will involve the
authentication and payment of fees and expenses for legal and related services
in connection with our litigation claims, reporting and regulatory compliance
and the maintenance of litigation, financial and unitholder records.
Administrative expenses are currently estimated to be approximately $200,000 per
year, including the fees of the litigation and administrative trustees, auditors
and accountants and other support services. Legal fees and other expenses
involved in our litigation claims are impossible to predict with any degree of
accuracy. No assurance can be given that the amounts available to us for the
payment of such expenses under our line of credit will be sufficient to carry
our litigation claims through to a successful conclusion or that alternative
funds will be available for such purpose.
Our unit holders will only be entitled to the net proceeds from any
settlement or award, if any, of our litigation claims after the payment of our
expenses, the fees of our litigation trustees, any amounts outstanding under our
line of credit and $7,500,000 to Empire Resorts for reimbursement of prior
expenses incurred in connection with our litigation claims.
RESULTS OF OPERATIONS
For the period January 12, 2004 (date of inception) through June 30, 2004, we
reported a net loss of $191,880. Included in this net loss are legal fees
related to litigation of $77,598 and administrative expenses of $114,558 offset
by interest income of $276, but no proceeds from any litigation. For the three
months ended June 30, 2004, we reported a net loss of $64,372 compared to a net
loss of $127,507 for the period January 12, 2004 (date of inception) through
March 31, 2004. Included in these net losses are legal fees related to
litigation of $12,109 and $65,489, respectively, and administrative expenses of
$52,263 and $62,018 respectively, offset by interest income of $276 for the
three months ending June 30, 2004, but no proceeds from any litigation.
The second quarter results reflect reduced legal fees related to litigation due
to lack of activity in our lawsuits. The District Judge in the PPE case has
advised the parties that, despite our arguments to the contrary, it is
appropriate to wait for a decision by the New York Court of Appeals in another
case before ruling on the pending motions in the PPE case. The Court of Appeals
decision is not expected to be issued until the fourth quarter of 2004 and we
cannot estimate with any certainty how long it may be before any ruling on the
pending motions in the PPE case is issued thereafter.
On June 1, 2004, we filed a Voluntary Discontinuance and Tolling Agreement with
respect to the second lawsuit. Since there are many issues of fact and law in
the PPE case which relate to matters that are also at issue in the second
lawsuit, we believe that, as long as the right to recommence the suit without
regard to the Statute of Limitations was preserved, the discontinuance of this
suit was appropriate in order to avoid the cost of maintaining two separate
lawsuits.
LIQUIDITY AND CAPITAL RESOURCES
Empire Resorts has provided us with an irrevocable line of credit of up
to $2,500,000 to provide funds to pay any and all of our expenses permitted
under the Declaration of Trust. No interest is payable on amounts advanced under
our line of credit. Amounts outstanding under our line of credit are to be
repaid by us from proceeds received from any settlement or award in connection
with our litigation claims after payment of an amount necessary to pay our
Litigation Trustees the fees for their services as set forth in the Declaration
of Trust. Repayments of amounts outstanding under our line of credit may be made
in whole or in part from time to time at any time without notice. We may
10
reborrow any amounts so repaid. Our line of credit will remain in full force and
effect until our termination.
Empire Resorts is a holding company, owning all the capital stock or
membership interests of certain other entities. Empire Resorts is therefore
dependent on these other entities to pay dividends or make distributions in
order to generate internal cash flow and to satisfy its obligations, including
its obligations under our line of credit. There can be no assurance, however,
that these other entities will generate enough revenue to pay cash dividends or
make cash distributions. In addition, these entities may enter into contracts
that limit or prohibit their ability to pay dividends or make distributions.
During the fiscal year ended December 31, 2003 and for the six months
ended June 30, 2004, Empire Resorts sustained net operating losses of
approximately $8.0 and $8.2 million, respectively, during such periods.
Therefore, there can be no assurance that Empire Resorts will have the ability
to meet its obligations under our line of credit.
ITEM 3. CONTROLS AND PROCEDURES
(a) The Litigation Trust carried out an evaluation, under the supervision and
with the participation of the Trust's management, including Joseph E. Bernstein
(acting Chief Executive Officer) and Paul A. deBary (acting Chief Financial
Officer), the Litigation Trust's Litigation Trustees, of the effectiveness of
the design and operation of the Litigation Trust's "disclosure controls and
procedures", as such term is defined in Exchange Act Rule 15d-15e, as of the end
of the period covered by this report. Based upon that evaluation, Messrs.
Bernstein and deBary have concluded that the Litigation Trust's disclosure
controls and procedures were effective as of the end of the period covered by
this report to provide reasonable assurance that information required to be
disclosed by the Trust in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms.
(b) There have been no significant changes in the Litigation Trust's internal
controls or in other factors that could significantly affect the Litigation
Trust's internal controls subsequent to the date the Litigation Trust carried
out this evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute assurance that the objectives of the
control system are met. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a statutory trust created under Delaware law. Our formation was
a condition to the consolidation of Empire Resorts with MRMI, MCM, MRDC, and
Mohawk. Also as a condition to that consolidation, each of Catskill, MRDC and
Mohawk, agreed to assign to us all of their claims under or related to the
alienation and frustration of their agreements and business relations with the
St. Regis Mohawk Tribe. That assignment included rights to any proceeds from any
settlement or award that may arise from any litigation relating to that claim.
Our litigation claims arise from the efforts of each of Catskill, MRDC and
Mohawk to develop with the St. Regis Mohawk Tribe a gaming casino in Monticello,
New York. We spent several years and substantial funds to develop and obtain
required approvals for the casino. Subsequently, Park Place Entertainment
Corporation, the world's largest gaming corporation and Atlantic City's largest
casino operator, entered into an agreement providing for the St. Regis Mohawk
Tribe to commit their future casino development efforts exclusively to Park
Place Entertainment Corporation. That agreement conflicted with the Mohawk
Tribe's agreements with Catskill MRDC and Mohawk. There is one lawsuit presently
pending and one lawsuit that has been discontinued. The first lawsuit is
Catskill Development, L.L.C., Mohawk Management, L.L.C., and Monticello Raceway
Development Company, L.L.C., Plaintiffs. v. Park Place Entertainment
Corporation, Defendant. (Civil Action No. 00CIV8660 (CM)(GAY)) (United States
District Court Southern District of New York). This lawsuit had initially been
dismissed on a motion for summary judgment. However, those rulings have been
appealed. In addition, the trial court vacated the earlier decision granting
summary judgment to Park Place Entertainment, in order to allow additional
discovery proceedings. The second lawsuit is Catskill Development, L.L.C.,
Mohawk Management, L.L.C., and Monticello Raceway Development Company, L.L.C.,
Plaintiffs. against Gary Melius, Ivan Kaufman, Walter Horn, President R.C. - St.
Regis Management Company, et al, Defendants. (Index No. 891/03) (Supreme Court
of the State of New York County of Sullivan). This lawsuit has been discontinued
under an agreement that permits it to be refiled at a future date without being
barred by the statute of limitations. Our purposes are the prosecution of our
claims now through the recovery of any settlement or final judgments and the
distribution of the net amount of any such recoveries to our beneficiaries.
ITEM 6. EXHIBITS AND REPORTS ON 8-K
a: Exhibits
*31.1 Certification of Acting Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2 Certification of Acting Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1 Certification of the Acting Chief Executive Officer pursuant to
18 U.S.C. Section 1350 adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*32.2 Certification of the Acting Chief Financial Officer pursuant to
18 U.S.C. Section 1350 adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*Filed herewith
b. Reports on Form 8-K
12
None.
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CATSKILL LITIGATION TRUST
(Registrant)
DATE: August 17, 2004 By: /s/ Joseph E. Bernstein
----------------------------------
Joseph E. Bernstein
Litigation Trustee
DATE: August 17, 2004 By: /s/ Paul A. deBary
----------------------------------
Paul A. deBary
Litigation Trustee
14
