FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-9624
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International Thoroughbred Breeders, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2332039
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 1300, 1105 N. Market St., PO Box 8985, Wilmington, Delaware, 19899-8985
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(Address of principal executive offices) (Zip Code)
(302) 427-7599
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(Registrant's telephone number,including area code)
211 Benigno Blvd., Suite 210, Bellmawr, NJ 08031
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(Former name, former address and former fiscal year,
if changed since last report.)
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 last 90 days.
Yes X No
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the latest practicable date.
Class Outstanding at May 19, 2004
- ------------------------------ ---------------------------
Common Stock, $ 2.00 par value 7,802,134 Shares
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
FORM 10-Q
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED MARCH 31, 2004
(Unaudited)
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets
as of March 31, 2004 and June 30, 2003............1-2
Consolidated Statements of Operations
for the Three Months and Nine Months ended
March 31, 2004 and 2003...........................3
Consolidated Statement of Stockholders' Equity
for the Nine Months ended March 31, 2004..........4
Consolidated Statements of Cash Flows
for the Nine Months ended
March 31, 2004 and 2003...........................5
Notes to Financial Statements............................6-24
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.....25-32
Item 4. Controls and Procedures..................................32
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.........................33
SIGNATURES.................................................................34
CERTIFICATIONS .........................................................35-37
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004 AND JUNE 30, 2003
ASSETS
March 31, June 30,
2004 2003
(UNAUDITED)
------------ -----------
CURRENT ASSETS:
Cash and Cash Equivalents $ 7,223,936 $ 6,123,641
Restricted Cash 420,000 0
Accounts Receivable 223,571 193,689
Prepaid Expenses 593,230 488,414
Spare Parts Inventory 992,211 1,078,740
Other Current Assets 38,379 390,458
Assets of Discontinued Operations 400,873 399,785
------------ -----------
TOTAL CURRENT ASSETS 9,892,200 8,674,727
------------ -----------
PLANT & EQUIPMENT:
Leasehold Improvements - Port of Palm Beach 913,394 953,110
Equipment 1,975,323 1,278,175
Vessel Not Placed in Service - Royal Star 1,084,163 0
------------ -----------
3,972,880 2,231,285
LESS: Accumulated Depreciation and Amortization 736,455 306,494
------------ -----------
TOTAL PLANT & EQUIPMENT - NET 3,236,425 1,924,791
------------ -----------
OTHER ASSETS:
Notes Receivable 26,600,000 33,000,000
Mortgage Contract Receivable - Related Party 13,750,000 0
Deposit on Mortgage Contract Receivable 0 4,000,000
Deposits and Other Assets - Related Parties 7,498,636 6,687,266
Deposits and Other Assets - Non-Related Parties 334,975 535,239
------------ -----------
TOTAL OTHER ASSETS 48,183,611 44,222,505
------------ -----------
TOTAL ASSETS $ 61,312,236 $ 54,822,023
============ ===========
See Notes to Consolidated Financial Statements.
1
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004 AND JUNE 30, 2003
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, June 30,
2004 2003
(UNAUDITED)
------------- -------------
CURRENT LIABILITIES:
Accounts Payable $ 1,525,576 $ 2,264,499
Accrued Expenses 1,279,696 2,341,209
Short-Term Debt 4,099,454 2,934,330
Short-Term Debt - Related Parties 183,164 183,164
Liabilities of Discontinued Operations 308,397 301,197
------------- -------------
TOTAL CURRENT LIABILITIES 7,396,287 8,024,399
------------- -------------
LONG-TERM LIABILITIES:
Long-Term Debt - Net of Current Portion 5,180,433 0
Long-Term Debt - Related Parties 257,014 985,017
------------- -------------
TOTAL LONG-TERM LIABILITIES 5,437,447 985,017
------------- -------------
DEFERRED INCOME 8,226,540 8,226,540
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Series A Preferred Stock, $100 Par Value,
Authorized 500,000 Shares, 362,489
Issued and Outstanding 36,248,875 36,248,875
Common Stock, $2 Par Value, Authorized
25,000,000 Shares, Issued, 11,480,279
and 11,480,278, respectively and
Outstanding, 7,802,134 and 8,252,133,
respectively 22,960,557 22,960,555
Capital in Excess of Par 20,191,982 20,191,984
(Deficit) (subsequent to June 30, 1993,
date of quasi-reorganization) (37,302,464) (40,189,608)
------------- -------------
42,098,950 39,211,806
LESS:
Treasury Stock, 3,678,146 and
3,228,146 Shares,
respectively, at Cost (1,839,073) (1,614,073)
Deferred Compensation, Net (7,915) (11,666)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 40,251,962 37,586,067
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,312,236 $ 54,822,023
============= =============
See Notes to Consolidated Financial Statements.
2
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------ -----------------------------
2004 2003 2004 2003
-------------- ------------- ------------- -------------
OPERATING REVENUES:
Gaming $ 7,989,901 $ 7,498,768 $ 20,432,796 $ 18,528,671
Fare 1,076,704 889,464 2,358,272 2,118,151
On Board 544,548 442,085 1,395,253 1,294,969
Other 86,554 78,826 232,112 145,998
-------------- ------------- -------------- -------------
NET OPERATING REVENUES 9,697,707 8,909,143 24,418,433 22,087,789
-------------- ------------- -------------- -------------
OPERATING COSTS AND EXPENSES:
Gaming 2,329,487 1,976,157 6,488,191 5,548,638
Fare 1,113,253 951,004 2,732,424 2,526,678
On Board 262,609 220,803 689,206 617,811
Maritime & Legal Expenses 1,781,171 1,665,867 5,050,119 4,446,554
General & Administrative Expenses 937,503 955,077 2,737,332 3,106,225
General & Administrative Expenses - Parent 571,136 309,809 1,179,085 1,265,466
ITG Vegas Bankruptcy Costs 20,078 300,130 388,759 300,130
Development Costs 327,656 153,507 486,852 295,614
Depreciation & Amortization 203,038 34,991 514,007 164,140
-------------- ------------- -------------- -------------
TOTAL OPERATING COSTS AND EXPENSES 7,545,931 6,567,345 20,265,975 18,271,256
-------------- ------------- -------------- -------------
OPERATING INCOME 2,151,776 2,341,798 4,152,458 3,816,533
-------------- ------------- -------------- -------------
OTHER INCOME (EXPENSE):
Interest and Financing Expenses (361,344) (387,186) (1,363,067) (976,025)
Interest Income 80,785 40,391 251,514 254,439
Other Income 16,239 4,468 16,239 0
-------------- ------------- -------------- -------------
TOTAL OTHER INCOME (EXPENSE) (264,320) (342,327) (1,095,314) (721,586)
-------------- ------------- -------------- -------------
INCOME BEFORE TAX PROVISION 1,887,456 1,999,471 3,057,144 3,094,947
Less: Income Tax Expense 122,400 121,000 170,000 210,000
-------------- ------------- -------------- -------------
NET INCOME $ 1,765,056 $ 1,878,471 $ 2,887,144 $ 2,884,947
============== ============= ============== =============
NET INCOME PER COMMON SHARE:
BASIC $ 0.23 $ 0.23 $ 0.36 $ 0.28
============== ============= ============== =============
DILUTED $ 0.17 $ 0.23 $ 0.29 $ 0.28
============== ============= ============== =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING - Basic 7,802,134 8,252,133 7,977,224 10,207,869
============== ============= ============== =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING - Diluted 10,108,167 8,252,133 10,129,978 10,207,869
============== ============= ============== =============
See Notes to Consolidated Financial Statements.
3
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2004
Preferred Common
-------------------------- ----------------------------
Number of Number of
Shares Amount Shares Amount
------------ ------------ ------------- -------------
BALANCE - JUNE 30, 2003 362,489 $ 36,248,875 11,480,278 $ 22,960,555
Shares Issued for Fractional Exchanges With Respect
to the One-for-twenty Reverse Stock Split effected
on March 13, 1992 --- --- 1 2
Purchase of Shares for Treasury in connection with
REB Trustee --- --- --- ---
Amortization of Deferred Compensation Costs --- --- --- ---
Net Income for the Nine Months Ended March 31, 2004 --- --- --- ---
------------ ------------ ------------- -------------
BALANCE - MARCH 31, 2004 362,489 $ 36,248,875 11,480,279 $ 22,960,557
============ ============ ============= =============
Capital Treasury Deferred
in Excess Stock Compen-
of Par (Deficit) At Cost sation Total
------------ ------------ ----------- --------- -----------
BALANCE - JUNE 30, 2003 $ 20,191,984 $ (40,189,608) $ (1,614,073) $ (11,666) $ 37,586,067
Shares Issued for Fractional Exchanges With Respect
to the One-for-twenty Reverse Stock Split effected
on March 13, 1992 (2) --- --- --- ---
Purchase of Shares for Treasury in connection with
REB Trustee --- --- (225,000) --- (225,000)
Amortization of Deferred Compensation Costs --- --- --- 3,750 3,750
Net Income for the Nine Months Ended March 31, 2004 --- 2,887,144 --- --- 2,887,144
------------ ------------ ----------- --------- -----------
BALANCE - MARCH 31, 2004 $ 20,191,982 $ (37,302,464) $ (1,839,073) $ (7,915) $ 40,251,962
============ ============ =========== ========= ===========
See Notes to Consolidated Financial Statements.
4
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
March 31,
------------------------------
2004 2003
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
INCOME BEFORE DISCONTINUED OPERATIONS $ 2,887,144 $ 2,884,947
Adjustments to reconcile income to net cash provided
by operating activities:
Depreciation and Amortization 514,007 164,140
Changes in Operating Assets and Liabilities -
(Increase) in Restricted Cash & Investments (420,000) 0
(Increase) in Accounts Receivable (29,880) (226,278)
Decrease in Other Assets 438,608 29,783
(Increase) in Prepaid Expenses (104,816) (515,792)
(Decrease) Increase in Accounts Payable and
Accrued Expenses (1,800,432) 1,909,029
------------- --------------
CASH PROVIDED BY OPERATING ACTIVITIES BEFORE
DISCONTINUED OPERATIONS 1,484,631 4,245,829
CASH PROVIDED BY DISCONTINUED OPERATING ACTIVITIES 7,200 0
------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,491,831 4,245,829
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits on Purchase of Palm Beach Princess Mortgage 0 (500,000)
Purchase and Improvements of Royal Star (1,084,163) 0
Security Deposit on New Bare Boat Charter-
Related Party MJQ Corp. (600,000) 0
Deposits on Purchase of Additional Vessel 0 (300,000)
Investment in Port Lease 0 (250,000)
Capital Expenditures (657,441) (885,185)
Decrease in Other Investment Activity 200,266 262,129
Decrease in Other Investment Activity - Related Parties 116,013 0
------------- --------------
CASH (USED IN) INVESTING ACTIVITIES
BEFORE DISCONTINUED INVESTING ACTIVITIES (2,025,325) (1,673,056)
CASH PROVIDED BY DISCONTINUED INVESTING ACTIVITIES 0 0
------------- --------------
NET CASH (USED IN) INVESTING ACTIVITIES (2,025,325) (1,673,056)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds Received on Refinance of Note 6,400,000 0
Proceeds from Related Party Loans 0 207,346
Proceeds from Bank Financing 0 200,000
Principal Payments on Short Term Notes (4,765,124) (140,029)
Decrease in Balances Due to/From Subsidiaries 6,113 0
------------- --------------
CASH PROVIDED BY FINANCING ACTIVITIES
BEFORE DISCONTINUED FINANCING ACTIVITIES 1,640,989 267,317
CASH (USED IN) DISCONTINUED FINANCING ACTIVITIES (6,113) 0
------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,634,876 267,317
------------- --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,101,382 2,840,090
LESS CASH AND CASH EQUIVALENTS FROM
DISCONTINUED OPERATIONS (1,087) 1,217
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 6,123,641 796,610
------------- --------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 7,223,936 $ 3,637,917
============= ==============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 633,490 $ 282,082
Income Taxes $ 256,517 $ 3,448
Supplemental Schedule of Non-Cash Investing and Financing Activities:
On October 15, 2003, the Company issued a promissory note in the amount of
$9,750,000, reclassed a deposit of $4,000,000 and recorded an asset of
$13,750,000 to record the purchase of the Ship Mortgage Obligation associated
with the Palm Beach Princess.
On October 15, 2003, the Company issued a promissory note in the amount of
$225,000 to purchase an additional 450,000 shares of its Common Stock.
See Notes to Consolidated Financial Statements.
5
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Nature of Operations - ITG Vegas, Inc. ("ITGV"), a subsidiary of
International Thoroughbred Breeders, Inc., is currently engaged in an
entertainment cruise and casino ship business under a bareboat charter of the
vessel M/V Palm Beach Princess (the "Palm Beach Princess"). The Palm Beach
Princess performs fourteen cruises weekly, that is, a daytime and an evening
cruise each day. Each cruise is of five to six hours duration. During each
cruise, the Palm Beach Princess offers a range of amenities and services to her
passengers, including a full casino, sit-down buffet dining, live musical shows,
discotheque, bars and lounges, swimming pool and sundecks. The casino occupies
15,000 square feet aboard the ship and is equipped with approximately 430 slot
machines, all major table games (blackjack, dice, roulette and poker), and a
sports wagering book.
(B) Principles of Consolidation - The accounts of all subsidiaries are
included in the consolidated financial statements. All significant intercompany
accounts and transactions have been eliminated in consolidation.
(C) Classifications - Certain prior years' amounts have been reclassified
to conform with the current years' presentation.
(D) Spare Parts Inventory - Spare parts inventory consists of operating
supplies, maintenance materials and spare parts. The inventories are carried at
cost. It is necessary that these parts be readily available so that the daily
cruise operations are not cancelled due to mechanical failures.
(E) Depreciation and Amortization - Depreciation of property and equipment
were computed by the straight-line method at rates adequate to allocate their
cost or adjusted fair value in accordance with generally accepted accounting
principles over the estimated remaining useful lives of the respective assets.
Amortization expense consists of the write off of major vessel repairs and
maintenance work normally completed at dry dock in the fall of each year. These
expenses are written off during a one year period following the dry dock period.
For the nine months ended March 31, 2004, the amortized expense was $80,295.
Long-lived assets and certain identifiable intangibles held and used by the
Company are reviewed for impairment whenever events or changes in circumstances
warrant such a review. The carrying value of a long-lived or amortizable
intangible asset is considered impaired when the anticipated undiscounted cash
flow from such asset is separately identifiable and is less than its carrying
value. In that event, a loss is recognized based on the amount by which the
carrying value exceeds the fair value of the asset. Losses on long-lived assets
to be disposed of are determined in a similar manner, except that fair values
are reduced for the cost of disposition. Effective January 4, 2002, SFAS 142
requires an annual impairment review based on fair value for all intangible
assets with indefinite lives. The Company performed an impairment test of its
intangible assets with indefinite lives during the fiscal year 2003 and
concluded that there was no impairment.
(F) Assets and Liabilities of Discontinued Operations - At March 31, 2004
and June 30, 2003, the remaining net assets and liabilities of Garden State Park
and Freehold Raceway were classified as either "Assets of Discontinued
Operations" or "Liabilities of Discontinued Operations."
(G) Deferred Income - The gain from the sale of our Garden State Park
property on November 28, 2000 in the amount of $1,439,951 and the gain from our
sale of the El Rancho property on May 22,
6
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2000 in the amount of $2,786,589 have been deferred until such time as the notes
receivable on the sales have been collected. Other amounts included in Deferred
Income are fees/charges to Leo Equity Group, Inc. in the amount of $3,000,000
and to MJQ Corp. in the amount of $1,000,000 in connection with the final
settlement with the Brennan Trustee. (See Footnote 15 Related Party
Transactions) These amounts have been deferred until such time as the funds are
received.
(H) Revenue Recognition - Casino revenue consists of gaming winnings net of
losses. Net income is the difference between wagers placed and winning payout to
patrons and is recorded at the time wagers are made. The vast majority of the
wagers are in the form of cash and we do not grant credit to our customers to a
significant extent. Fare revenues consist of admissions to our vessel and are
recognized as earned. On board revenues consist primarily of ancillary
activities aboard the vessel such as the sale of food and beverages, cabin
rental, gift shop, spa facility and skeet shooting. These revenues are
recognized on the date they are earned.
(I) Cash and Cash Equivalents - The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents. As of March 31, 2004, funds classified as cash and cash
equivalents, which are primarily those of the Palm Beach Princess operations
under debtor-in-reorganization, are only available under bankruptcy court
approval guidelines.
(J) Restricted Cash - Restricted cash represents funds which have been put
in an escrow account previously established for the benefit of our Chapter 11
pre-petition creditors. During the nine month period ending March 31, 2004
payments of $1,254,000 were disbursed from this account.
(K) Concentrations of Credit Risk - Financial instruments which potentially
subject the Company to concentrations of credit risk are cash and cash
equivalents. The Company places its cash investments with high credit quality
financial institutions and currently invests primarily in U.S. government
obligations that have maturities of less than 3 months. The amount on deposit in
any one institution that exceeds federally insured limits is subject to credit
risk.
(L) Use Of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
(M) Recently Issued Accounting Pronouncements - In December 2002 the FASB
issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an Amendment of FASB Statement No. 123". SFAS No. 148 amends FASB
Statement No. 123, "Accounting for Stock-Based Compensation", to provide
alternative methods of transition for an entity that voluntarily changes to the
fair-value-based method of accounting for stock-based employee compensation. It
also amends the disclosure provisions of thatstatement to require prominent
disclosure about the effects on reported net income and earnings per share and
the entity's accounting policy decisions with respect to stock-based employee
compensation. Certain of the disclosure requirements are required for all
companies, regardless of whether the fair value method or intrinsic value method
is used to account for stock-based employee compensation arrangements. This
amendment to SFAS 123 became effective for financial
7
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
statements for fiscal years ended after December 15, 2002 and for interim
periods beginning after December 15, 2002. Accordingly, we have adopted the
disclosure provisions of this statement in fiscal 2003. Presently, the Company
does not have any circumstances that would require the implementation of these
standards. Accordingly, the Company believes the adoption of these statements
will have no impact on its financial position or results of operations
In January 2003 the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46 ("FIN") No. 46, "Consolidation of Variable Interest
Entities". In December 2003 the FASB issued FIN No. 46 (Revised) ("FIN 46-R") to
address certain FIN 46 implementation issues. This interpretation requires that
the assets, liabilities and results of operations of a Variable Interest Entity
("VIE") be consolidated into the financial statements of the enterprise that has
a controlling interest in the VIE. The provisions of this interpretation were
effective immediately for all arrangements entered into with new VIEs created
after January 31, 2003, and became effective during the period ended March 31,
2004 for any VIE created on or before January 31, 2003. Based upon our review,
we do not believe we have any such entities or arrangements that would require
disclosure or consolidation.
In March 2003 the Emerging Issues Task Force published Issue No. 00-21
"Accounting for Revenue Arrangements with Multiple Deliverables" (EITF 00-21).
EITF 00-21 addresses certain aspects of the accounting by a vendor for
arrangements under which it performs multiple revenue generating activities and
how to determine whether such an arrangement involving multiple deliverables
contains more than one unit of accounting for purposes of revenue recognition.
The guidance in this Issue is effective for revenue arrangements entered in
fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 on July
1, 2003 did not have any impact on our financial statements.
(2) ITG VEGAS, INC. CHAPTER 11 PLAN OF REORGANIZATION
On January 3, 2003, ITG Vegas, Inc.("ITGV"), our subsidiary operating the
Palm Beach Princess, and MJQ Corporation ("MJQ"), which owns the Palm Beach
Princess vessel, an entity owned by Francis W. Murray, filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of Florida, Palm Beach Division (the "Bankruptcy Court"), In re: ITG
Vegas, Inc., Case No. 03-30038. The petition did not cover the Parent company,
ITB, nor any other of ITB's subsidiaries. The Palm Beach Princess continued to
operate as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court
and in accordance with the applicable provisions of the Bankruptcy Code and
orders of the Bankruptcy Court. We had previously entered into a Master
Settlement Agreement to purchase from the Chapter 11 Trustee for the Bankruptcy
Estate of Robert E. Brennan (the "Trustee") the promissory note of MJQ
Corporation for $13.75 million. We did not have funds necessary to complete that
purchase by January 6, 2003, the date required for payment of the balance of
such purchase price. Therefore, on January 3, 2003, in order to protect our
invested deposits and operation of the vessel, ITGV (together with MJQ
Corporation) filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code.
On September 12, 2003, the Bankruptcy Court issued an order confirming the
Amended Joint Chapter 11 Plan of Reorganization (the "Plan") in the Chapter 11
Cases of ITG Vegas, Inc. and MJQ Corporation (ITG Vegas, Inc. and MJQ
Corporation being hereinafter called the "Debtors"). The Plan is a plan of
reorganization under Chapter 11 of the Bankruptcy Code which was jointly
proposed by the Debtors.
As of October 15, 2003, the effective date of the Plan (the "Effective
Date"), all claims, debts, liens, security interests and encumbrances of and
against the Debtors and against all property of their
8
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
respective bankruptcy estates, which arose before confirmation, were discharged,
except as otherwise provided in the Plan or confirmation order.
Post-confirmation, each of the Debtors will continue as reorganized debtors.
The Plan included the following principal features:
1. On the Effective Date, all Allowed Administrative Expense Claims and all
Allowed Priority Tax Claims and Allowed Priority Non-Tax Claims were paid in
full (to the extent not already paid).
2. All pre-petition non-insider (non-affiliate), non-insured unsecured debt
of the Debtors will be paid in two installments, one-half on the Effective Date
and one-half (with interest thereon at 8% per year from the Effective Date) on
the six month anniversary of the Effective Date. The holders of such unsecured
pre-petition debt will receive security interests in the cash bank maintained on
board the Vessel (approximately $700,000) and in all of the shore side furniture
and equipment to secure the Plan payments to them. During the nine months ended
March 31, 2004 payments of $1,254,000 were disbursed from an escrow account
previously established for the benefit of the creditors. In addition, an amount
equal to $70,000 will be paid monthly into escrow as further collateral for the
holders of such debt.
3. All non-insider claims covered by insurance will be entitled to payment
in accordance with the insurance coverages. There are no policy limits on the
Debtors' liability coverages and the holders of these claims will be required to
pursue the insurance proceeds for payment, except with respect to the
deductible, for which the Debtors shall remain obligated.
4. The Debtor's principal creditor, Donald F. Conway as Chapter 11 Trustee
for the Bankruptcy Estate of Robert E. Brennan (the "Brennan Trustee"), will
receive payment in full of all obligations over a period not to exceed three
years. Significantly, the Debtors' obligations to the Brennan Trustee have been
combined with the Company's indebtedness to the Brennan Trustee, for all of
which the Debtors and the Company will be jointly and severally liable. All of
the obligations to the Brennan Trustee will be secured by a first priority ship
mortgage against the Vessel and, with certain exceptions, first priority
security interests in all of the other assets of the Debtors, subject to the
security interests being granted in favor of the pre-petition unsecured
creditors as described in paragraph 2 above.
5. The payment obligations to the Brennan Trustee will consist of the
following:
(a) The balance of the purchase price that had been payable by ITG
Vegas for the purchase of the ship mortgage against the Vessel, in the amount of
$9,750,000;
(b) The balance of the Company's indebtedness to the Brennan Trustee
in respect to the purchase of stock in the Company, in the principal amount of
$1,511,035.70, plus interest thereon from December 13, 2002 to January 23, 2003
at 9% per annum and thereafter at 11% per annum until the Effective Date;
(c) A new obligation of the Company for the purchase of an additional
450,000 shares of the Company's stock from the Brennan Trustee, at $.50 per
share, or $225,000;
The amounts described in subparagraphs (a), (b) and (c) are
collectively called the "Payment Obligations" and totaling $11,623,414 as of
October 15, 2003. A forbearance fee of
9
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
$350,000 also accrued to the Brennan Trustee on the Effective Date.
The Payment Obligation shall accrue interest at 12% per annum. Monthly
payments of $400,000 will be required to be made to the Brennan Trustee, to be
applied first to interest accrued and then to principal. In addition, the
Brennan Trustee shall be entitled to payment of a Stay Bonus in the amount of
$200,000 if the Payment Obligation shall not have been paid in full within 12
months afterthe Effective Date, and an additional $100,000 if the Payment
Obligation shall not have been paid in full within 24 months after the Effective
Date. Beginning with ITG Vegas' 2004 internal accounting year (commencing
December 29, 2003) and annually thereafter, 75% of ITG Vegas' Free Cash Flow (as
defined in the Plan) for the period shall be paid to the Brennan Trustee as a
Sweep Payment, to be applied first to accrued and unpaid interest, then to
principal on the Payment Obligation, and thereafter to any unpaid Stay Bonuses.
6. Restrictions are imposed under the Plan on ITG Vegas making payments to
affiliated entities, including the Parent company. Payment of indebtedness to
affiliated entities of ITG Vegas generally will be subordinated and intercompany
advances and transfers from ITG to affiliated entities generally will be
prohibited, except that, if no default exists in the obligations to the Brennan
Trustee, (i) $50,000 per month may be paid by ITG Vegas to MJQ Corporation in
respect of the bareboat charter fee for use of the Vessel and (ii) $100,000 per
month will be permitted to be paid by ITG Vegas to the Company under the Tax
Sharing Agreement between them. The Company has entered into a Tax Sharing
Agreement with ITG Vegas effective on the Effective Date, pursuant to which ITG
Vegas will compensate the Company for the tax savings realized as a result of
ITG Vegas' inclusion in the Company's consolidated group of companies for
federal income tax purposes, in the amount of $100,000 per month, provided that
no such payments are permitted to be made if any default exists in respect of
the obligations to the Brennan Trustee.
The maximum amount of funds permitted to be up streamed by ITG Vegas to the
Company is $100,000 per month under the Tax Sharing Agreement (and, beginning in
2005, 25% of ITGV's annual Free Cash Flow, as defined). The Company has no other
source of funds presently available. For these reasons, and since the $100,000
per month tax sharing payment will be suspended at any time when the Debtors are
not current in payment of their obligations to the Brennan Trustee, no assurance
can be given that the Company will be able to function as a going concern and
pay its debts as they become due.
The foregoing summary of the Plan, the Payment Obligations to the Brennan
Trustee and the terms thereof are not intended to be complete. For further
information about the Payment Obligations and collateral therefor, the covenants
of the Company and the Debtors, events of default and other terms agreed to in
principle among the Debtors, the Company and the Brennan Trustee, reference is
made to the Amendment to the Master Settlement Agreement, effective October 15,
2003 attached as an exhibit to our Form 10-Q for the quarter ended December 31,
2003.
7. All of the outstanding shares of stock in ITG Vegas are owned by
International Thoroughbred Gaming Development Corporation ("ITGD"), which is a
wholly owned subsidiary of the Company. While ITGD will pledge all of its shares
of stock in ITG Vegas as additional collateral to the Brennan Trustee, in all
other respects the Company's indirect stock ownership of ITG Vegas is not
affected by the Plan.
10
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
By reaching the foregoing consensual plan of reorganization by agreement
with the Brennan Trustee, the Debtors have avoided the costs and delays of a
contested confirmation hearing with their largest creditor and developed a Plan
believed to be feasible.
(3) MORTGAGE CONTRACT RECEIVABLE - RELATED PARTY
Effective February 20, 2002 we entered into a Master Settlement Agreement
with the Chapter 11 Trustee (the "Trustee") for the Bankruptcy Estate of Robert
E. Brennan. In accordance with the Master Settlement Agreement, through our Palm
Beach Princess, Inc. subsidiary (which has been merged into ITGV) we entered
into a Purchase and Sale Agreement which provide for our purchase from the
Brennan Trustee of the promissory note of MJQ Corporation which is secured by a
ship mortgage against the vessel M/V Palm Beach Princess (the "Ship Mortgage
Obligation") for a purchase price of $13.75 million. Prior to the Effective Date
of ITGV's Plan of Reorganization (described in Note 2 above), Palm Beach
Princess, Inc. and its successor by merger, ITGV, were not obligated to complete
the purchase of the Ship Mortgage Obligation and were not liable for any failure
to pay the purchase price - the sole express remedy of the Brennan Trustee in
the event of a default was to terminate the Purchase and Sale Agreement, keep
the Ship Mortgage Obligation and cause forfeiture of our installment payments
previously made. We therefore did not accrue the purchase price as a liability
on our balance sheet. In negotiating a consensual Chapter 11 Plan among ITGV,
MJQ Corporation, the Brennan Trustee and other creditors, the Company agreed to
be liable for payment of the balance of the purchase price of the Ship Mortgage
Obligation (which was $9.75 million as of the Effective Date of the Plan). The
parent company and ITGV agreed to be jointly and severally liable for payment of
all obligations to the Brennan Trustee. As a result, the unpaid portion of the
purchase price of the Ship Mortgage Obligation and interest accrued to October
15, 2003 (which was capitalized) are recorded as liabilities on our balance
sheet, and the mortgage contract receivable is reflected as an asset, after
October 15, 2003. The Ship Mortgage Obligation will be delivered to the Company
upon full payment of our indebtedness to the Brennan Trustee, at which time the
Company, as owner of the Ship Mortgage Obligation, will be entitled to all of
the benefits thereof. If, however, we are unable to make all of the payments
when due under the Purchase and Sale Agreement (as modified in connection with
the Master Settlement Agreement) or otherwise default in performance of the
terms of any of our obligations to the Brennan Trustee, subject to applicable
grace periods, the Brennan Trustee may cause the liquidation of our only
operating business, the Palm Beach Casino Line, all of the assets of which are
pledged to secure our indebtedness to the Brennan Trustee, and/or the Brennan
Trustee may sell the mortgage receivable.
(4) NOTES RECEIVABLE
A portion of the proceeds from the sale of the non-operating former El
Rancho Hotel and Casino in Las Vegas to Turnberry/Las Vegas Boulevard, LLC
("Turnberry") on May 22, 2000 was used by us to purchase a Turnberry promissory
note in the face amount of $23,000,000. The Company and its wholly owned
subsidiary, Orion Casino Corporation (collectively, the "Company") have entered
into a Letter of Intent with Cherry Hill at El Rancho LP, a limited partnership
affiliated with Turnberry Associates, providing for monetization (through a sale
and a loan) of the promissory note payable to the Company by Turnberry/Las Vegas
Boulevard, LLC in the face amount of $23 million (the "Las Vegas Note"). The
Letter of Intent sets forth the parties mutual understanding and agreement in
principle with respect to terms and conditions upon which the Company would sell
the Las Vegas Note to Cherry Hill at El Rancho LP (the "Buyer") and is legally
binding upon the parties.
11
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following is a summary of the principal terms of sale of the Las Vegas
Note. The summary does not purport to be a complete summary and is qualified in
its entirety by reference to the complete Letter of Intent.
In exchange for the Las Vegas Note, the Company will receive cash payments
from the Buyer of $2.8 million, a non-recourse loan in the amount of $5 million,
and a promissory note of indeterminate value and collectibility to be issued by
an affiliate of the Buyer. The Company will not be liable for payments of
principal on the $5 million loan included in the foregoing purchase price.
However, the Company will be obligated to pay interest and fees aggregating
$600,000 per year for five (5) years in order to obtain the loan. Closing of our
sale of the Las Vegas Note is expected to occur prior to June 30, 2004. In
February 2004 the Company received $6.4 million of the intended proceeds.
A portion of the proceeds from the sale on November 30, 2000 of our Garden
State Park property in Cherry Hill, New Jersey, to Realen-Turnberry/Cherry Hill,
LLC ("Realen") was paid in the form of a promissory note in the face amount of
$10 million (the "Note.") Under the Note, the interest rate will be adjusted
from time to time since the interest actually payable will be dependent upon,
and payable solely out of, the buyer's net cash flow available for distribution
to its equity owners ("Distributable Cash"). After the buyer's equity investors
have received aggregate distributions equal to their capital contributions plus
an agreed upon return on their invested capital, the next $10 million of
Distributable Cash will be paid to us. We will thereafter receive payments under
the Note equal to 33 1/3 % of all Distributable Cash until the maturity date,
which occurs on the 15th anniversary of the issuance of the Note. The note is
secured only by cash distributions to Realen's sole member. We may convert the
promissory note, at our option, into a 33 1/3 % equity interest in Realen during
the six month period prior to the 15th anniversary of the issuance of the Note.
If not then converted, the Note will be payable at maturity on said 15th
anniversary in an amount equal to (i) the difference, if any, between $10
million and total payments previously made to us under the Note and (ii) 33 1/3
% of any excess of the fair market value of Realen's assets over the sum of its
liabilities (other than the Note) and any unreturned equity investment of its
owners.
In addition, we sold two large bronze sculptures located at the Garden
State Park property to Realen, in exchange for Realen's promissory note due
November 30, 2002, in the principal amount of $700,000. The Chapter 11 Trustee
for the Bankruptcy Estate of Robert E. Brennan (the "Trustee") claimed ownership
of those sculptures, and we settled the resulting litigation over the sculptures
by agreeing that the first $350,000 in principal payments made by Realen under
such note would be remitted to the Trustee (together with one-half of the
interest paid by Realen under such note). As part of the settlement of the
sculpture litigation, the party who sold us the sculptures agreed to reduce the
amount of our obligation for payment of the balance of the sculpture price
(described in Note 5(A) below) by the same principal amount, $350,000, given up
by us to the Trustee.
On February 20, 2004 Turnberry paid $466,363 to the Company in full
satisfaction of the note plus accrued interest due us for the sale of the horse
statues at Garden State Racetrack. As a result, on March 10, 2004, the Company
paid $176,970 in satisfaction of the note we owed on our original purchase of
the statues.
12
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(5) DEPOSITS AND OTHER ASSETS - NON-RELATED PARTIES
The following items are classified as deposits and other assets -
non-related parties:
March 31, 2004 June 30, 2003
-------------- --------------
Port Lease Rights $ 250,000 $ 250,000
Deposit on Ship Purchase (See Note 7-E) -0- 200,000
Other Misc. Assets 84,975 85,239
------------- --------------
Total $ 334,975 $ 535,239
============= ==============
(6) DEPOSITS AND OTHER ASSETS - RELATED PARTIES
The following items are classified as Deposits and Other Assets - Related
Party Transactions (See Note 15):
March 31, June 30,
2004 2003
----------- ------------
Loans to the Ft Lauderdale Project
(OC Realty, LLC) $ 2,034,405 $ 2,034,405
Loan Transferred from Golf Course Project
to OC Realty,LLC 735,584 735,584
Note Receivable from Francis W. Murray * 2,600,749 2,600,749
Security Deposits on new lease for M/V
Palm Beach Princess and a second Vessel 600,000 -0-
Accounts Receivable from Francis W. Murray 35,099 35,099
Loans to Francis W. Murray 93,000 93,000
Advances to OC Realty, LLC 51,470 77,162
Accrued Interest on Loans to the
Ft. Lauderdale Project (OC Realty, LLC) 842,704 606,553
Accrued Interest Transferred from Golf
Course Project to OC Realty, LLC 287,327 287,327
Accounts Receivable from Frank Leo 24,352 23,441
Goodwill on Purchase of GMO Travel 193,946 193,946
----------- ------------
Total Deposits and Other Assets -
Related Parties $ 7,498,636 $ 6,687,266
=========== ============
- --------------------------------------------------------------------------------
* The note receivable from Francis W. Murray is non-recourse except to his
stock in MJQ Corporation which stock was previously owned Michael J. Quigley and
now owned by our CEO, Francis W. Murray, subject to our lien.
13
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(7) NOTES AND MORTGAGES PAYABLE
Notes and Mortgages Payable are summarized below:
March 31, 2004 June 30, 2003
-------------------------------------------------
Interest %
Per Annum Current Long-Term Current Long-Term
------------- -------------------------------------------------
International Thoroughbred Breeders,
Inc.:
- -------------------------------------
Chapter 11 Trustee for the Bankruptcy
Estate of Robert E. Brennan (A) 12% $ 3,917,470 $ 5,079,094 $ 1,511,036 $ -0-
Francis X. Murray (B) 8% 159,164 -0- 159,164 -0-
William H. Warner(B) 12% 24,000 -0- 24,000 -0-
Other Various 25,000 -0- 53,117 -0-
MCJEM, INC. (C) 15% -0- -0- 132,000 -0-
Michael J. Quigley, III (D) 10% -0- -0- 900,000 -0-
Florida Bank, N.A. (E) Prime + .25% -0- -0- 200,000 -0-
ITG Vegas, Inc.:
- -------------------------------------
International Game Technology (F) Various 122,283 101,339 16,709 -0-
Corporate Interiors (G) Prime + 2% -0- -0- 121,468 -0-
Other 0% 34,701 -0- -0- -0-
Garden State Park:
- -------------------------------------
Service America Corporation (H) 6% 160,000 -0- 160,000 -0-
----------------------------------------------
Totals $ 4,442,618 $ 5,180,433 $ 3,277,494 $ -0-
Net Liabilities of Discontinued
Operations - Long Term (160,000) -0- (160,000) -0-
Related Party Notes (183,164) -0- (183,164) -0-
----------------------------------------------
Totals $ 4,099,454 $ 5,180,433 $ 2,934,330 $ -0-
==============================================
- --------------------------------------------------------------------------------
The effective Prime Rate at March 31, 2004 and June 30, 2003 was 4%.
(A) Balance as of June 30, 2003: On December 13, 2002 we issued a twelve
month promissory note in the amount of $1,648,403 including interest of $34,330
to the Brennan Trustee for the Bankruptcy Estate of Robert E. Brennan for the
purchase of 3,228,146 shares of our common stock held or claimed by the Trustee.
The first principal payment of $137,367 was also paid on that date. The Stock
Purchase Note was secured by a security interest in proceeds and payments
receivable under the $10 million Realen Note.
14
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Balance as of March 31, 2004: In connection with the Plan of Reorganization
we became liable for the purchase of the Ship Mortgage Obligation in the amount
of $9.75 million and that obligation was combined with the unpaid balance of the
Stock Purchase Note, and an additional 450,000 shares for $225,000 , plus
accrued interest, for a total amount due the Brennan Trustee of $11,623,414
("The Payment Obligation"). Effective October 15, 2003 we became jointly and
severally liable with ITG Vegas for the payment of the Payment Obligation. If we
are unable to continue to make timely payments of the Payment Obligation the
3,678,146 shares of stock, which have been pledged as security, could be sold by
the Brennan Trustee and the assets of ITG Vegas, which also secured the Payment
Obligation could be liquidated by the Brennan Trustee. The sale of said shares
by the Trustee along with other uncontrollable stock transfer events could
effect the preservation of our tax net operating loss carry forwards (NOL's). As
of June 30, 2003 the Company had $147,000,000 available in tax net operating
loss carry forwards which can be used to offset taxable income. Loss of our
NOL's would cause the Company to pay Federal Income taxes on its reported
taxable income and reduce reportable net income. At March 31, 2004, $4,421,591
of the long term portion of the note will be due durring the period between
April 1, 2005 through March 31, 2006 and $657,503, will be due the following
twelve month period beginning April 1, 2006. (See Note 2)
(B) On March 1, 2003, we issued a promissory note for a line of credit up
to $225,000 bearing interest at 8% to Francis X. Murray. The outstanding balance
on the line of credit note at March 31, 2004 was $187,560. In fiscal 2003, we
issued promissory notes for $24,000 bearing interest at 12% to William H.
Warner, Secretary of the Company. The outstanding balance on the notes at March
31, 2004 was $24,000. The proceeds from both notes were used as working capital.
(C) On March 10, 2004 the Company paid the amount due on the Note to MCJEM,
Inc. in full from the proceeds of the Las Vegas Note. (See Note 4.)
(D) On January 26, 2001, we borrowed $1,000,000 from Michael J. Quigley,
III at an annual interest rate of 10%. Principal and interest on the note was
due on or about April 25, 2001. On May 14, 2001, the loan was modified to be due
on demand. On February 20, 2004 the Company paid in full its indebtedness to
Michael J. Quigley, III in the amount of $1,206,850 which included accrued
interest.
(E) On March 19, 2003, we issued a two month promissory note in the amount
of $200,000 bearing interest at prime plus .25% to Florida Bank, N.A. The
proceeds of such note were used to fund a escrow deposit in connection with a
charter/purchase of an offshore gaming vessel. The escrow deposit was returned
to us on May 7, 2003 following the expiration of the negotiation period, and we
have satisfied the note to Florida Bank, N.A.
(F) On December 6, 2002, Palm Beach Princess, Inc. issued a twenty-four
month promissory note in the amount of $21,000 bearing interest at 8% to
International Game Technology for the purchase of gaming equipment. A payment of
$2,100 was paid on delivery of the equipment and 23 consecutive monthly
installments of $854.80 were to be paid on the balance. As a result of the
institution of proceedings by our subsidiary, ITGV, under Chapter 11 of the
bankruptcy code, payments have been delayed until the effective date of the Plan
of Reorganization (See Note 2). On December 22, 2003, ITG Vegas, Inc. issued a
twenty-four month promissory note in the amount of $231,716 bearing interest at
8.5% to International Game Technology for the purchase of gaming equipment. A
payment of $30,000 was paid on delivery of the equipment and 24 consecutive
monthly installments of $10,532.85 are to be paid on the balance. At March 31,
2004, the principal balance on the
15
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
International Game Technology note was $122,282.
(G) On April 30 2003, ITG Vegas, Inc. issued a one year promissory note in
the amount of $161,958 bearing interest at prime plus 2% to Corporate Interiors
for the purchase of office furniture. Monthly payments of $13,496.46 were being
paid on the note.
(H) In connection with the January 28, 1999 lease transactions for the
Garden State Park facility, the Company purchased a liquor license located at
Garden State Park owned by an unaffiliated third party, Service America
Corporation (the "Holder"), for $500,000 financed by a five (5) year promissory
note at a 6% interest rate. Yearly principal payments of $80,000 plus interest
are due on December 28, 2002 and December 28, 2003. The payments due on December
28, 2002 and 2003 have not been made as of May 15, 2004.
(8) PURCHASE OF M/V ROYAL STAR
During the quarter ended December 31, 2003 our subsidiary, Royal Star
Entertainment, LLC, a Delaware limited liability company, purchased the vessel
M/V Royal Star ("Royal Star"). As of March 31, 2004 the Company has capitalized
$1,084,163 for the purchase and for legal and professional fees in connection
with the purchase and has expensed an additional approximated $133,000 for
administrative start-up costs. The Royal Star is a 232 foot vessel, built in
1985 and operates under the flag of St. Vincent and Grenadines. We anticipate
that the vessel will need extensive improvements and outfitting costing between
$5 and $6 million before being placed in service as a gaming vessel. We are
seeking financing in order to make these improvements. Financing may be
restricted by the Brennan Trustee. Funds which we may wish to spend for
improvements are restricted by the Brennan Trustee and we must make simultaneous
dollar for dollar payments to the Brennan Trustee for each dollar spent on
improvements. In December 2003 we paid the Trustee a prepayment of $1,200,000 on
our obligation to him in order to obtain his permission to purchase the Royal
Star. Depreciation will not be computed on the Royal Star until it is placed in
service.
(9) LONG TERM DEBT - RELATED PARTIES
The following items are classified as short and long-term debt (See Note 15
- - Related Party Transactions):
March 31, June 30,
2004 2003
--------------------------
Loan from Francis W. Murray $ 250,000 $ 250,000
Accrued Wages due and Advances from Francis W. Murray 7,014 404,204
Advances from MJQ Corporation (FWM ownership) -0- 330,813
------------ ---------
Total Long Term Debt - Related Parties $ 257,014 $ 985,017
============ =========
(10) NET INCOME PER COMMON SHARE
Income per common share is computed by dividing net income by the weighted
average number of shares of common stock outstanding. On December 13, 2002, the
Company purchased 3,228,145 shares of its Common Stock from the Trustee and on
October 15, 2003 the effective date of the court approval of our Chapter 11
Bankruptcy Plan, we purchased an additional 450,000 shares
16
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
from the Trustee and have accounted for the transaction on the cost method of
accounting for treasury stock. For the three and nine months ended March 31,
2004, options to purchase 2,075,000 shares of Common Stock at $.269 per share
and on options to purchase 661,500 shares of Common Stock at $.50 per share
(which includes 455,000 options having been authorized but not issued) were used
in the computation of diluted income per share because the exercise price of
those options were below theaverage market price, however, the number of shares
that would have been issued from the exercise of stock options has been reduced
by the number of shares that could have been purchased from the proceeds at the
average market price of the Company's stock. An additional 121,388 shares to be
issued to Mr. Quigley and Mr. Warner (See Note 14) were also considered
outstanding for the diluted income per share calculation. The additional shares
that would have been issued decreased the stated earnings per share for the
three and nine month periods ended March 31, 2004. Options and warrants to
purchase 4,046,500 shares of Common Stock at various prices per share, for the
three and nine months ended March 31, 2003 were not included in the computation
of income per share because the exercise price of those options and warrants was
above market value.
(11) COMMITMENTS AND CONTINGENCIES
See Note 2 for commitments and contingencies with respect to the Chapter 11
Plan of Re-Organization. See Note 3 for commitments and contingencies with
respect to our purchase of the Ship Mortgage Obligation from the Brennan
Trustee. In the event the Company is unable to make all the payments under the
agreements with the Brennan Trustee or otherwise defaults in performance of the
terms of such indebtedness, the Company stands to lose its only operating
business. Subject to applicable grace periods, the Brennan Trustee can cause the
liquidation of our only operating business, the Palm Beach Princess line.
See Note 15 for additional commitments and contingencies of the Company and
transactions with related parties.
Effective December 1, 2000, we entered into a five-year employment contract
with Francis W. Murray, our Chief Executive Officer. The contract provides for
annual compensation of $395,000, a $1,500 monthly automobile expense allowance,
a country club annual dues allowance and travel and entertainment reimbursements
for business expenses reasonably incurred by him in addition to participation in
various other benefits provided to our employees. As part of his employment
contract, Mr. Murray was awarded options to purchase 2,000,000 shares of our
Common Stock. On January 4, 2003, we began deferring payments of compensation
due to Mr. Murray due to a lack of funds resulting from the institution of
proceedings by our subsidiary, ITGV, under Chapter 11 of the bankruptcy code.
During the quarter all of the accrued but unpaid wages in the amount of $662,154
were paid to Mr. Murray.
With the sale of our Freehold Raceway property on January 28, 1999 we
assumed full responsibility for the costs associated with the clean up of
petroleum and related contamination caused by the leakage of an underground
storage tank which was removed in 1990, prior to our purchase of Freehold
Raceway. In February 2000 the N.J. Department of Environmental Protection
approved our remedial investigation workplan ("RIW"). Under the RIW numerous
test wells were drilled and the soil tested and monitored to determine the
extent and direction of the flow of underground hazardous material and reports
and conclusions of the tests were prepared for the State of New Jersey. However,
prior to obtaining a remedial action workplan from the State of New Jersey, the
work was
17
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
stopped due to a lack of funds resulting from the institution of proceedings by
our subsidiary, ITGV, under Chapter 11 of the bankruptcy code. At this time we
are unable to predict the effects that such delay may cause, but it is likely
that some retesting of the wells may be necessary. Prior to the delays it was
estimatedthat the cost to remediate the site would be approximately $750,000. As
of June 30, 1999 we had accrued $362,000 and we accrued an additional amount of
approximately $388,000 during fiscal 2001 as the scope of the project was
further defined. Such accruals were made with the help of the environmental
consulting firm engaged by the Company. These costs include drilling of test
wells and monitoring, lab testing, engineering and administrative reports,
equipment and remediation of the site through a "pump and treat" plan. The
Company has made payments of approximately $93,600, $200,000, and $323,000
during fiscal years 2000, 2001, 2002 respectively which were charged against the
accrued balances. As of March 31, 2004 the accrued balance was $130,398. It is
estimated that completion of the site clean up will take approximately 18 months
from the time the work is reinstated. It is unlikely that the Company will
receive any insurance reimbursement for our costs of this remediation project.
In connection with the January 28, 1999 sale and lease transactions for the
Garden State Park facility, we purchased a liquor license owned by an
unaffiliated third party, Service America Corporation, for $500,000 financed by
a five (5) year promissory note at a 6% interest rate. At December 31, 2002, the
unpaid principal balance was $160,000. Yearly principal payments of $80,000 plus
interest were due on December 28, 2002 and 2003 and these payments have not been
made as of May 14, 2004. The Company entered into a sale and lease agreement for
the lease of our premises from Jan. 28, 1999 to May 29, 2001 and the sale of a
10 acre portion to be used as an OTB facility. Under the terms of our sale and
lease agreement the lessee/buyer had the right to (i) take possession of the
liquor license if during the three year period from Jan. 28, 1999 until Jan. 27,
2002 it had a use for the liquor license at the OTB facility and (ii) to
transfer the license to its name by paying Garden State Park $100,000. The
lesee/buyer had transferred the license to its name by paying us $100,000.
During the three year period Jan. 28, 1999 to Jan. 28, 2002 no OTB facility was
built and the lessee/buyer did not have a use for the liquor license. By the
terms of the contract the Company has the right to re-acquire the liquor license
for $100,000 and has exercised such right. However, the lessee/buyer has refused
to perform. The Company believes it will need to take legal action to enforce
its right to the liquor license.
Through ITGV, we have negotiated with the Port of Palm Beach District a new
operating agreement and lease of space in a new office complex constructed at
the Port of Palm Beach adjacent to a new cruise terminal effective, as modified,
May 5, 2003. The term of the initial lease is five years at $183,200 per year
payable monthly. We are also required to make tenant improvements to the new
space in a minimum amount of $333,000. The actual cost to make the improvements
was approximately $950,000. We have the right to a credit of up to the minimum
amount of improvements required of $333,000 against the initial term of our five
year lease.
On March 1, 2004 we entered into a Dockage Space Agreement between the
Company and the City of Riviera Beach for approximately 160 feet of concrete
dock space at the City Marina. The term is for one year for a fee of $10,000 per
month. The lease is renewable subject to the approval of the City. This
Agreement is intended only for the purpose of making available the assigned
space for vessels other than a day-cruise gaming ship. Further, the Company
understands that in the event it wishes to dock a day-cruise gaming ship that it
will be required to enter into a new agreement with the City.
18
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following summarizes commitments on non-cancelable contracts and
leases.
Twelve Months Ended March 31,
------------------------------------------------------------ There-
2005 2006 2007 2008 2009 after Total
---------- ---------- ---------- -------- ------- ------- -----------
Minimum Amounts due
to Brennan Trustee $ 5,120,000 $ 5,020,000 $ 687,000 $ -- $ -- $ -- $ 10,827,000
Employee Contracts 722,883 688,476 -- 1,411,359
Boat Charter Fees 600,000 600,000 250,000 -- -- -- 1,450,000
Operating Leases 279,267 209,891 151,296 116,602 38,867 -- 795,923
---------- ---------- ---------- -------- ------- ------- -----------
Total $ 6,722,150 $ 6,518,367 $ 1,088,296 $ 116,602 $ 38,867 $ -- $ 14,484,282
========== ========== ========== ======== ======= ======= ===========
LEGAL PROCEEDINGS
We are a defendant in various lawsuits incidental to the ordinary course of
business. It is not possible to determine with any precision the probable
outcome or the amount of liability, if any, under these lawsuits; however, in
the opinion of the Company and its counsel, the disposition of these lawsuits
will not have a material adverse effect on our financial position, results of
operations, or cash flows.
Our subsidiary, ITG Vegas, Inc., successor by merger to Palm Beach
Princess, Inc., initiated proceedings under Chapter 11 of the Bankruptcy Code on
January 3, 2003. (See Note 1.)
(12) TREASURY SHARES PURCHASED
On December 13, 2002, the Company issued a promissory note in the amount of
$1,648,403 to purchase 3,228,145 shares of its Common Stock from the Chapter 11
Trustee for the bankruptcy estate of Robert E. Brennan. In connection with our
Chapter 11 Plan of Reorganization, effective October 15, 2003, we purchased an
additional 450,000 shares for $225,000, and the total amount of our debt for the
purchases of stock as of October 15, 2003 was $1,873,413 which also includes
accrued interest. Such indebtedness was combined with the obligations to
purchase the Ship Mortgage Obligation, and is payable over the next three years
together with interest at 12% per annum. (See Note 2). If we are unable to
continue to make timely payments on any of our debt to the Brennan Trustee the
3,678,145 shares of stock, which have been pledged as security, could be sold by
the Trustee and the Trustee may cause the liquidation of our only operating
business. The sale of said shares by the Trustee along with other uncontrollable
stock transfer events could effect the preservation of our tax net operating
loss carry forwards (NOL's). As of June 30, 2003 the Company had $147 million
available in tax net operating loss carry forwards which can be used to offset
taxable income. Loss of our NOL's would cause the Company to pay Federal Income
taxes on its reported taxable income and reduce reportable net income.
19
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS
As of March 31, 2004, in assessing the fair value of financial instruments,
the Company has used a variety of methods and assumptions, which were based on
estimates of market conditions and loan risks existing at that time. For certain
instruments, including cash and cash equivalents, investments, non-trade
accounts receivable and loans, and short-term debt, it was estimated that the
carrying amount approximated fair value for the majority of these instruments
because of their short-term maturity. The carrying amounts of long term debt
approximate fair value since theCompany's interest rates approximate current
interest rates. On our notes receivable from Turnberry and Realen, we have
elected to defer the gain on the sale and the interest to be accrued until such
time that collectability can be determined (See Note 4).
(14) STOCK OPTIONS AND WARRANTS
At a meeting of the Board of Directors of the Company held September 11,
2003, the Board unanimously authorized future grants of stock options for up to
385,000 shares of common stock, at an exercise price of $0.50 per share, to the
ITG Vegas, Inc. management team, which included 180,000 shares earmarked for
Francis X. Murray, son of the Company's Chairman, subject, however, to
confirmation of ITG Vegas' Plan of Reorganization and subject to the prior
payment of all obligations of the Company to the Bankruptcy Trustee.
Accordingly, no such options will be issued or granted until the Bankruptcy
Trustee shall have been paid in full, at which time the Company will be
authorized (but not obligated) to grant such options provided that the grantee
is still employed by the Company at that time.
Also at the September 11, 2003 meeting of the Company's Board of Directors,
the Board unanimously authorized the future grant of options to purchase an
additional 20,000 shares of common stock to Mr. Francis X. Murray, at $0.50 per
share, subject to confirmation of ITG Vegas' Plan of Reorganization and the
prior payment of all obligations of the Company to the Bankruptcy Trustee. No
such options shall be granted or issued until the Bankruptcy Trustee shall have
been paid in full, at which time the Company will be authorized (but not
obligated) to grant such options. Such action was taken in order to compensate
Mr. F.X. Murray for his having personally guaranteed a loan of $300,000 for the
Company and for his providing to the Bankruptcy Trustee a personal guaranty for
portions of the Company's obligations.
At a meeting of the Board of Directors of the Company held on November 18,
2003, the Board authorized the future grant of options to purchase 25,000 shares
of common stock to each non-employee director, Mr. James Murray and Mr. Walter
ReDavid, at $.50 per share, as compensation for their services as directors,
subject, however, to the prior payment of all obligations of the Company to the
Bankruptcy Trustee. Accordingly, no such options will be issued or granted until
the Bankruptcy Trustee shall have been paid in full, at which time the Company
will be authorized (but not obligated) to grant such options provided that the
grantee is still serving as a director of the Company at that time.
Also at the November 18, 2003 meeting of the Board, the Board authorized
the future grant of shares of common stock to each of Mr. Francis W. Murray and
Mr. Robert J. Quigley as compensation in lieu of their respective salaries if
they continued to defer payment of their deferred salary existing on November
18, 2003. In the case of Mr. Quigley, his salary which had been
20
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
deferred since January 3, 2003 accounted to $36,669 as of November 18,
2003. Mr. Murray has subsequently elected to take has accrued salary in cash
payments. The Board also authorized payment of the unpaid principal of a $24,000
loan to the Company by Mr. William H. Warner, the Company's Secretary in the
form of a future grant of shares. The Company will be authorized to pay any
accrued salary to Mr. Quigley and the unpaid loan principal to Mr. Warner in
shares of common stock, valued for such purpose at $.50 per share, subject to
the prior payment of all obligations of the Company to the Bankruptcy Trustee.
No such shares will be granted until the Bankruptcy Trustee shall have been paid
in full, at which time the Company will be authorized (but not obligated) to
grant such shares provided that the grantee (Mr. Quigley or Mr. Warner, as
applicable) agrees to accept such shares (valued at $.50 per share) in payment
of a portion, specified by the grantee, of the Company's obligation to him.
At March 31, 2004, total employee options outstanding were 3,111,500 and
total non-employee options outstanding were 425,000. At March 31, 2004 all of
the employee and non-employee options were exercisable.
At March 31, 2004, total warrants outstanding were 710,000. All warrants
were exercisable at March 31, 2004.
(15) RELATED PARTY TRANSACTIONS
During the third quarter of Fiscal 2001, we invested in two projects in
which our Chairman, President and Chief Executive Officer, Francis W. Murray,
also has a pecuniary interest. In connection with one such project, the Board of
Directors approved advances, as loans, of up to $1.5 million to a limited
partnership in which Francis W. Murray owned, at that time, an 80% equity
interest and owned the general partner, the proceeds of which were to be used to
pay costs and expenses for development of a golf course in Southern California.
Mr. Murray's equity interest in the limited partnership, indirectly through his
ownership of the general partner, as of December 26, 2002, was 64%. At December
26, 2002, loans of $735,584 were outstanding on such project and we had accrued
$155,945 of interest due on the loans. On December 26, 2002, the limited
partnership's indebtedness to us was assumed by OC Realty, LLC, a Florida
limited liability company which is owned by Francis W. Murray and which owns the
second real estate project described below. Such indebtedness is due December
31, 2004 and bears an interest rate of 6%.
In the second project, Mr. Murray is participating in the development of an
oceanfront parcel of land, located in Fort Lauderdale, Florida, which has
received all governmental entitlements from the City of Fort Lauderdale and the
state of Florida to develop a 14-story building to include a 5-story parking
garage, approximately 6,000 square feet of commercial space and a residential
9-story tower. The property had been owned by MJQ Development, LLC, which was
owned by Michael J. Quigley, III until December 26, 2002 when the property was
acquired by OC Realty, LLC, the entity owned by Mr. Murray. Mr. Quigley has no
relationship to Robert J. Quigley, one of our directors. OC Realty is developing
a condominium hotel resort on the property as discussed above. As of March 31,
2004, we had lent $2,034,405 in total to MJQ Development and we have accrued
interest in the amount of $842,704 on the loan. Upon the acquisition of the
property, OC
21
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Realty assumed MJQ Development's indebtedness to us. These loans bear interest
at 12% and will be repayable out of the first proceeds, after payment of bank
debts, generated by the sale of the condominiums. We will also have the right to
receive, as participation interest, from available cash flow of OC Realty if the
project is successful, a priority return of our investment and a priority
profits interest for up to three times our investment. Repayment of these loans
and our participation interest will be subject to repayment of, first, bank debt
of approximately $5.5 million (at present) incurred in the purchase of the real
property and, second, construction financing expected to amount to $25 to $30
million and third, capital invested by a joint venture partner (expected to be
up to $6.5 million) plus a 15% per annum return thereon. At the time the loans
to MJQ Development were approved, Mr. Murray stood to receive a substantial
contingent benefit from MJQ Development for his participation in the project.
Fair value and collectability of the original investment of $2,034,405 and
accrued interest was determined by the joint venture through projections
evidencing our collection upon build out and sale of the project.
In order to raise the capital with which to proceed in the development of
the Ft. Lauderdale property, OC Realty placed the Ft. Lauderdale property in a
joint venture in connection with which the other joint venture partner was to
fund up to $6.5 million for development and receive a 50% equity interest. Our
loan and participation interest will be payable out of OC Realty's 50% share of
distributions after repayment of debt and the new investor's capital investment
and 15% annual return thereon. However, the joint venture partner has
discontinued its funding obligation for the project. OC Realty has loaned funds
to the joint venture to meet its current requirements. In addition, OC Realty is
in discussions with third parties to replace its joint venture partner and is
considering entering into a development agreement with a nationally recognized
developer to aid the marketability of the project. The Company has assessed the
collectability of the advances made to OC Realty based on comparable sales of
like units in the marketplace which suggest demand is strong and prospective
sales of the project's inventory of units will be more than adequate to meet its
obligations including our outstanding notes payable.
Effective April 30, 2001, we entered into a bareboat charter with MJQ
Corporation, pursuant to which we are chartering the vessel M/V Palm Beach
Princess for the purpose of operating an entertainment casino cruise business
from the Port of Palm Beach, Florida. Michael J. Quigley, III was a principal of
MJQ Corporation. In October 2002, Francis W. Murray, our Chairman, President and
Chief Executive Officer purchased the stock of MJQ Corporation and has been an
officer and director of MJQ Corporation. Francis X. Murray, the son of Francis
W. Murray, is President and a director of MJQ Corporation and Vice President of
our subsidiary, ITG Vegas, Inc., which operates the vessel. Under the bareboat
charter agreement, which is on a month to month basis, we are obligated to pay
$50,000 per month as the charter hire fee to MJQ Corporation. All costs of
operating the vessel incurred by MJQ Corporation on our behalf are to be
reimbursed by us to MJQ Corporation. In addition, as described in Note 3 and 7-A
above, we have entered into an amended Master Settlement Agreement with the
Chapter 11 Trustee of the Bankruptcy Estate of Robert E. Brennan, MJQ
Corporation and others to purchase from the Trustee the Ship Mortgage Obligation
of MJQ Corporation, having an original balance of principal and interest
outstanding of approximately $15.7 million for a purchase price of $13.75
million. Pursuant to the Master Settlement Agreement, MJQ Corporation and its
officers and directors (including Francis W. Murray) exchanged mutual releases
with the Trustee and others having claims to the Ship Mortgage Obligation.
On November 13, 2002, the Company and MJQ Corporation signed an agreement
and bill of sale which transferred maintenance materials and spare parts
inventory previously maintained by
22
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MJQ Corporation to Palm Beach Princess, Inc. The value of the parts inventory
sold and assigned was $1,103,125. Payment for the inventory was made by way of
offsets on amounts previously due to Palm Beach Princess, Inc. by MJQ
Corporation. Fair value of this inventory was determined by actual invoice
prices and estimates made by the Palm Beach Princess ship engineers.
Subsequent to our receipt of $6.4 million on February 20, 2004 from Cherry
Hill at El Rancho, LP, the entity affiliated with Turnberry Associates, (See
Note 3) we used a portion of the funds to (i) repay the loan due on a note to
Mr. Michael J. Quigley in the amount of $1,206,850; (ii) pay the amount due in a
note to MCJEM, Inc. in the amount of $176,970; (iii) pay Mr. Francis W. Murray
for his deferred salary in the amount of $662,154; (iv) reduce advances given to
the Company by Mr. Murray and his entities in the amount of $371,536 and (v)
place a $600,000 deposit on new bare boat charters for the vessel M/V Palm Beach
Princess and a second vessel.
We entered into an agreement to purchase all of the shares of outstanding
stock of Leo Equity Group, Inc. Mr. Francis W. Murray had been a director of Leo
Equity Group, Inc. Closing on the Leo Equity Group, Inc. stock purchase occurred
effective October 27, 2002. The purchase price payable by us for the stock in
Leo Equity Group, Inc. was $250,000, payable without interest in 10 monthly
installments of $25,000 each. As of March 31, 2003, this note was paid in full.
We also agreed to reduce the exercise price of previously granted options held
by the seller, Frank A. Leo (our former director and chairman), to purchase
200,000 shares of our common stock, from $4.00 per share to $.50 per share,
while conditioning exercise of such options upon our first having consummated
the purchase of the shares required to be purchased by us from the Trustee under
the Stock Purchase Agreement. Due to the uncertainties that these options will
be exercisable, the Company has not recorded any expense for the change in
exercise price. The purpose of such acquisition was to enable us to obtain the
lease and operating agreement with the Port of Palm Beach District which had
been owned by Leo Equity Group, Inc.
Through the purchase of Leo Equity, we also purchased the assets and
operations of GMO Travel which was a 100% owned subsidiary of Leo Equity. GMO
Travel provides reservations and travel services for our Palm Beach Princess
subsidiary and other non-ship related travel activities. Travel services for the
Palm Beach Princess include reservations and travel services for its numerous
foreign employees and our customers, many of which rely on air travel to reach
our location. The goodwill recorded in the amount of $193,946 represents the
fair value of GMO Travel based on its discounted cash flows and the synergies
and cost savings gained by the Palm Beach Princess.
The Master Settlement Agreement with the Chapter 11 Trustee for the
Bankruptcy Estate of Robert E. Brennan included a final settlement by the
Trustee with numerous parties. Among those parties were Frank A. Leo, Leo Equity
Group, Inc., Michael J. Quigley III and MJQ Corporation. During the quarter
ended March 31, 2002 the Company charged Leo Equity Group $3,000,000 and MJQ
Corporation $1,000,000 for their portion of expenses incurred by us and a
success fee for the efforts of International Thoroughbred Breeders, Inc. in
connection with the final settlement with the Trustee. Prior to our acquisition
of Leo Equity Group, Inc., Leo Equity Group, Inc. assigned to us certain
receivables in the approximate amount of $3 million, including the receivables
of approximately $2.6 million due it from Michael J. Quigley III, in payment of
this obligation. We have deferred all income from these transactions until such
time as payment is received. That $2.6 million debt from Mr. Quigley is a
non-recourse obligation which is payable solely from pledged shares of his stock
in MJQ Corporation (the "MJQ Debt"). Mr. Francis W. Murray purchased the
23
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MJQ Corporation stock subject to our lien securing payment of the MJQ Debt. The
Campany has reviewed the balance sheet of MJQ Corp and believes that the fair
value of the Palm Beach Princess and it's other assets exceeds MJQ Corp's
liabilities by an amount sufficient to assure payment of debt in its evaluation
of the collectibility of the amount payable to which is secured by stock of MJQ
Corporation.
On January 26, 2001, we borrowed $1,000,000 from Michael J. Quigley, III at
an annual interest rate of 10%. Principal and interest on the note was due on or
about April 25, 2001. On May 14, 2001, the loan was modified to be due on
demand. On February 20, 2002 Mr. Quigley released his security interest in the
Realen Note in connection with the Master Settlement Agreement. On February 20,
2004 the Company paid in full its indebtedness to Michael J. Quigley in the
amount of $1,206,850 which included accrued interest.
On July 12, 2002, we borrowed $300,000 from Francis W. Murray at an annual
interest rate of 6%. Repayment is restricted due to the Amended Master
Settlement Agreement signed with the Trustee and as of March 31, 2004, the
$250,000 balance on the note is classified as Long-Term Debt - Related Parties
on the balance sheet.
Francis X. Murray, Vice President of our ITG Vegas, Inc. subsidiary and son
of Francis W. Murray, our President, CFO and CEO agreed to loan the company up
to $225,000 in the form of a line of credit. As of March 31, 2004 these loans
totaled $159,164. (See Note 7-B)
(16) SUBSEQUENT EVENTS
In connection with our bankruptcy plan of reorganization, on April 15, 2004
a final distribution to our unsecured creditors was made in the amount of
$769,650.
24
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Forward-Looking Statements
We have made forward-looking statements in this Form 10-Q, including the
information concerning possible or assumed future results of our operations and
those preceded by, followed by or that include words such as "anticipates,"
"believes," "expects," "intends," or similar expressions. For those statements,
we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. You should
understand that the following important factors, in addition to those discussed
under "Risk Factors" in our most recent Annual Report on Form 10-K, could affect
our future results and could cause those results to differ materially from those
expressed in our forward-looking statements:
o risk of default under the settlement with the Brennan Trustee as a
result of which, subject to applicable grace periods, the Brennan
Trustee could cause the liquidation of our only operating business,
the Palm Beach Princess line, and could sell stock in ITB that was
pledged to him, which may result in the loss of our NOL's;
o termination of the bareboat charter under which we operate our gaming
business;
o lack of cash flow for the Parent Company to continue to operate and
pay its debts as a result of the Chapter 11 proceedings of our
operating subsidiary and agreed upon restrictions in connection with
such subsidiary's indebtedness;
o general economic and business conditions affecting the tourism
business in Florida;
o competition;
o changes in laws regulating the gaming industry;
o fluctuations in quarterly operating results as a result of seasonal
and weather considerations; and
o events directly or indirectly relating to our business causing our
stock price to be volatile.
Liquidity and Capital Resources
Cash flow and liquidity during the nine month period ended March 31, 2004
included two major sources of cash. Operationally we generated approximately $4
million in cash from the operations of the Palm Beach Casino Line operation.
Additionally, in February 2004 we received $6.4 million on advances as part of a
Letter of Intent signed with Cherry Hill at El Rancho LP, a limited partnership
affiliated with Turnberry Associates to provide for monetization of the
promissory note payable to the Company by Turnberry/Las Vegas Boulevard, LLC
(Las Vegas Note) in the face amount of $23 million. Additionally during the most
recent quarter Turnberry paid $466,363 in full satisfaction of a note due the
Company for the sale of horse statues at Garden State Park. Such cash inflows
were used in part to pay down a significant portion of our outstanding debts.
Payments to the Brennan Trustee in the amount of $3,100,000 were made on his
indebtedness for principal and interest and $350,000 was used to pay Forbearance
fees to the trustee. On February 20, 2004 the Company paid in full its
indebtedness to Michael J. Quigley in the amount of $1,206,850 which included
accrued interest. On March 10, 2004 the Company paid in full its indebtedness to
MCJEM, Inc. in the amount of $176,970 which included accrued interest.
During the third quarter the Company reduced the amounts that we owed to
Francis W. Murray for deferred salary of $662,154 and reduced advances made by
him and entities owned by Mr. Murray to the
25
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
Company. Additionally we used approximately $1,084,000 in cash for the purchase
of and ongoing improvements to a second vessel and approximately $660,000 for
the purchase of equipment for our vessels and our offices. In February 2004 we
placed a $600,000 deposit on new bare boat charters for a the vessel M/V Palm
Beach Princess and a second vessel. During the nine month period we also
disbursed $1,254,000 to our pre-petition bankruptcy creditors and deposited an
additional $420,000 in an escrow account for future disbursement to our
creditors.
On January 3, 2003, ITG Vegas, Inc. ("ITGV"), our subsidiary operating the
Palm Beach Princess, and MJQ Corporation ("MJQ"), an entity owned by Francis W.
Murray, filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Southern District of Florida, Palm Beach Division (the "Bankruptcy
Court"), in re: ITG Vegas, Inc., Case No. 03-30038. The petition does not cover
the Parent Company ITB, nor any other of ITB's subsidiaries. The Parent Company
had used all of the available funds that we had prior to the bankruptcy filing
to pay some of our expenses however during the most recent quarter we received
an initial $6.4 million on the monetization of our Las Vegas Note which
permitted the parent Company to pay the majority of its remaining existing
liabilities and to establish reserve funds to pay future expenses.
The Bankruptcy filing had severely limited our ability to make timely
payments by our Parent to its CEO, creditors and corporate vendors which has
affected our ability to retain the professional services and vendors who serve
our company. On September 12, 2003 the United States Bankruptcy Court for the
Southern District of Florida (Palm Beach Division) issued an order confirming
the Amended Joint Chapter 11 Plan of Reorganization (the "Plan") in the Chapter
11 cases of ITG Vegas, Inc., the Company's wholly owned subsidiary, and MJQ
Corporation. On the effective date of the Plan, October 15, 2003, and so long as
the ITGV subsidiary remains current with its obligations to the Donald F.
Conway, as Chapter 11 Trustee for the bankruptcy estate of Robert E. Brennan
("the Brennan Trustee") then ITGV will be permitted to upstream $100,000 per
month to the Parent Company. (See the paragraphs below concerning the bankruptcy
order). The currently monthly budgeted cash expenses, including payroll (but
exclusive of the Chairman) are approximately $100,000 per month. The Company
continues to incur expenses for exploring potential opportunities in various
foreign countries. If the company were to discontinue its exploration of these
opportunities additional funds could be used for payment of Parent Company
expenses but the Company would lose the potential business opportunities. So
long as the Brennan Bankruptcy Trustee continues to be our principal creditor,
payments to the Parent company from the Palm Beach Princess will be limited to
$100,000 per month. We intend to re-finance that debt as soon as reasonably
possible in order to eliminate or lessen restrictions on our operating
subsidiary to provide cash to the Parent Company.
On October 15, 2003, the Chapter 11 Plan of Reorganization (the "Plan") in
the Chapter 11 cases of ITG Vegas, Inc., the Company's wholly owned subsidiary,
and MJQ Corporation became effective. On the effective date all claims, debts,
liens, security interests and encumbrances of and against the Debtors and
against all property of their respective bankruptcy estates, which arose before
confirmation, were discharged, except as otherwise provided in the Plan or
confirmation order. Post-confirmation, each of the Debtors will continue as
reorganized debtors. See Note 2 to the financial statements for a summary of our
obligations in connection with the Plan.
26
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
Monthly payments of $400,000 with interest at 12% will be required to be
made to the Brennan Trustee, to be applied first to interest accrued and then to
principal. In addition, the Brennan Trustee shall be entitled to payment of a
Stay Bonus in the amount of $200,000 if the Payment Obligation shall not have
been paid in full within 12 months after the Effective Date, and an additional
$100,000 if the Payment Obligation shall not have been paid in full within 24
months after the Effective Date. Beginning with ITG Vegas' 2004 internal
accounting year (commencing December 29, 2003) and annually thereafter, 75% of
ITG Vegas' Free Cash Flow (as defined in the Plan) for the period shall be paid
to the Brennan Trustee as a Sweep Payment to be applied to the aforesaid debt.
Under the Plan, the maximum amount of funds permitted to be upstreamed by
ITG Vegas to the Parent Company without the consent of the Brennan Trustee is
$100,000 per month as a tax sharing payment (See Note 2 to the financial
statements). The Parent Company has no other source of funds presently
available. For these reasons, and since the $100,000 per month tax sharing
payment will be suspened at any time when Debtors are not current in payment of
their obligations to the Brennan Trustee, no assurance can be given that the
Company will be able to function as a going concern and pay its debts as they
become due.
In connection with our purchase of a second vessel, the Trustee required a
prepayment of $950,000 to be applied to the Ship Mortgage payment. Additionally
we were required to pay the final installment of the forbearance fee in the
amount of $250,000. Our use of ITG-Vegas funds to pay for improvements of the
second vessel is restricted by the Brennan Trustee and, if permitted to be
spent, ITG-Vegas must make simultaneous dollar for dollar payments to the
Brennan Trustee for each dollar spent on improvements.
In the event the Company is unable to make all the payments under the
agreements with the Brennan Trustee or otherwise defaults in performance of the
terms of such indebtedness, the Company stands to lose its only operating
business. Subject to applicable grace periods, remedies available to the Brennan
Trustee, if we default, include the liquidation of our only operating business,
the Palm Beach Princess line. Additionally, if we default (subject to the
applicable grace periods) the 3,678,146 shares of stock which we are buying from
the Brennan Trustee, all of which are pledged to the Brennan Trustee, could be
sold by the Brennan Trustee. The sale of these shares by the Trustee along with
other uncontrollable stock transfer events could affect the preservation of our
tax net operating loss tax carry forwards (NOL's). As of June 30, 2003 the
Company had $147,000,000 available in tax net operating loss carry forwards
which can be used to offset taxable income. Loss of our NOL's would cause the
Company to pay Federal Income taxes on its reported taxable income and reduce
reportable net income.
International Thoroughbred Breeders, Inc. and its wholly owned subsidiary,
Orion Casino Corporation (collectively the "Company") have entered into a Letter
of Intent with Cherry Hill at El Rancho LP, a limited partnership affiliated
with Turnberry Associates, providing for monetization (through a sale and a
loan) of the promissory note payable to the Company by Turnberry/Las Vegas
Boulevard, LLC in the face amount of $23 million (the "Las Vegas Note"). In
exchange for the Las Vegas Note, the Company will receive cash payments from the
Buyer of $2.8 million, a non-recourse loan in the amount of $5 million, and a
promissory note of indeterminate value and collectibility to be issued by an
affiliate of the Buyer. The Company will not be liable for payments of principal
of the $5 million loan included in the foregoing purchase price. However, the
Company will be obligated to pay interest and fees aggregating $600,000 per year
for five (5) years in order to obtain the loan. In February 2004 the Company
received $6.4 million of the intended proceeds. Closing on the transaction is
expected to occur prior to June 30, 2004. The proceeds from this transaction
have permitted the parent Company to pay the majority of its previously
outstanding payables, payoff several of the notes due by the Company and
establish reserve funds for working capital.
27
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
We are in default on the principal and interest payments due to Service
America in the approximate amount of $160,000 for the purchase of the liquor
license at Garden State Park. The Company is continuing to negotiate new terms
under this note but if unsuccessful the creditor may bring action to attempt to
collect this debt.
ITGV's cash flow from operations of the vessel is seasonal. The period July
1st to December 31st is a seasonably slow period for the vessel operation. The
period from January 1st to June 30th has been a period of increased activity and
profits for the vessel. Certain of ITGV's operating costs, including the charter
fee payable to the vessel's owner, fuel costs and wages, are fixed and cannot be
reduced when passenger loads decrease or when rising fuel or labor costs cannot
be fully passed through to customers. Passenger and gaming revenues earned from
the vessel must be high enough to cover such expenses.
Unless and until ITGV successfully emerges from its Chapter 11 case and
pays in full all the debts to the Brennan Trustee, a possible source of cash (in
addition to the $100,000 per month tax sharing payments as mentioned above)
include the promissory note we received when we sold our Garden State Park real
property in November, 2000. This Note is in the face amount of $10 million,
issued by Realen-Turnberry/Cherry Hill, LLC, the purchaser of the Cherry Hill
property (the "$10 Million Note"). Under the Note, interest and principal
payments will be dependent upon, and payable solely out of, the obligor's net
cash flow available for distribution to its equity owners. After the obligor's
equity investors have received aggregate distributions equal to their capital
contributions plus an agreed upon return on their invested capital, the next $10
million of distributable cash will be paid to us, and following our receipt of
the face amount of the Note we will receive 33 1/3% of all distributable cash of
the obligor until maturity of the Note. The probable timing and amounts of
payments under this Note cannot be predicted.
Our working capital as of March 31, 2004 was $2,495,912 as compared to
$650,328 at June 30, 2003. The increase in working capital during the past nine
months was primarily the result of positive operating results and the
monetization of the Las Vegas Note, offset by those disbursements disclosed
above and recording the note obligation for the purchase of the ship mortgage
from the Brennan Trustee of which the current portion is $3,917,470.
Results of Operations for the Three Months Ended March 31, 2004 and 2003
Overall
Revenue for the three months ended March 31, 2004 increased $788,564 from
$8,909,143 in Fiscal 2003 to $9,697,707 in Fiscal 2004 primarily as a result of
increased revenues generated by the Palm Beach Princess operations during the
comparable periods. Overall operating expenses increased $978,585 from
$6,567,345 in the three month period in Fiscal 2003 to $7,545,930 in Fiscal 2004
primarily as the result of an increase in Palm Beach Princess operating costs
during the comparable quarters. The Parent Company's general and administrative
expenses increased $261,327 as a result of legal fees and administrative costs
incurred in connection with costs associated with the purchase of the Ship
Mortgage and our common stock from the Brennan Trustee and our search for new
funding for working capital. Development costs increased $174,149 as a result of
increased activity in the Company's exploration of business opportunities.
Bankruptcy costs decreased $280,052 as a result of fewer legal and
administrative costs as a result of the bankruptcy order being finalized in
October, 2003.
For the third quarter of Fiscal 2004, our net income was $1,765,057 or $.23
per share and $.17 per
28
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
share on a diluted basis as compared to income for the comparable period in the
prior fiscal year of $1,878,471 or $.23 per share on a basic and diluted basis.
During the three months ended March 31, 2004, we included in the diluted
earnings per share calculation, 2,857,838 options whose exercise price was lower
than our weighted average price of the common stock or shares that have been
authorized but not issued.
Vessel Operations
During the three months ended March 31, 2004, total net revenue from vessel
operations was $9,611,153 as compared to $8,830,318 for the three months ended
March 31, 2003. The increase in revenue of $780,835 during the comparable
quarters primarily resulted from an increase in casino gaming revenue primarily
the result of an increase in the passenger count of 6.8%, offset by a slight
decrease in the average revenue per passenger during the comparable periods. Net
fare and on board income increased $289,703 as a result of increased passager
count. Casino operating expenses which also includes food, beverage and
entertainment increased $353,330 from $1,976,157 or 26% of gross casino revenue
in Fiscal 2003 to $2,329,487 or 29% of gross casino revenue in Fiscal 2004.
Maritime and Legal costs to operate the ship increased $115,305 from $1,665,867
in Fiscal 2003 to $1,781,171 in Fiscal 2004. Expenses incurred in the Chapter 11
proceeding decreased $280,052 as a result of our plan of re-organization being
approved on September 12, 2003. Interest and financing fees decreased $236,968
as a result of the interest on the Trustee Note being recognized by the Parent
Company, effective October 15, 2003. Income before state income tax expense for
the third quarter of operation in Fiscal 2004 was $3,069,362 as compared to
$2,521,180 in the comparable quarter of Fiscal 2003, an increase of $548,182 for
the quarter.
The Palm Beach Princess performs fourteen cruises weekly, that is, a
daytime and an evening cruise each day. Each cruise is of five to six hours
duration. During each cruise, the Palm Beach Princess offers a range of
amenities and services to her passengers, including a full casino, sit-down
buffet dining, live musical shows, discotheque, bars and lounges, swimming pool
and sundecks. The casino occupies 15,000 square feet aboard the ship and is
equipped with approximately 430 slot machines, all major table games (blackjack,
dice, roulette and poker), and a sports wagering book. During the third quarter
of Fiscal 2004 the ship completed 174 cruises compared to 177 cruises during the
same period last year.
29
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
The following is a comparative summary of income and expenses of the Palm
Beach Princess operation for the three month periods ended March 31, 2004 and
2003:
Three Months Ended
March 31,
--------------------------------------
Description 2004 2003 Change
-------------------------------------- ----------- ----------- ----------
Passenger Count 82,076 76,855 5,221
Number of Cruises 174 177 (3)
Operating Revenue:
Gaming $ 7,989,901 $ 7,498,768 $ 491,133
Fare 2,557,525 2,345,527 211,998
On Board 1,036,805 845,164 191,641
Less: Promotional Allowances (1,973,078) (1,859,142) (113,936)
----------- ----------- ---------
Net Operating Revenue 9,611,153 8,830,317 780,836
----------- ----------- ---------
Operating Costs and Expenses:
Gaming 2,329,487 1,976,157 353,330
Fare 960,941 872,179 88,761
On Board 262,609 220,803 41,806
Maritime and Legal Expenses 1,781,171 1,665,867 115,305
General and Administrative Expenses 937,503 955,077 (17,574)
Professional Fees - Bankruptcy 20,078 300,130 (280,052)
Interest and Financing Fees 49,806 286,774 (236,968)
Depreciation and Amortization 200,197 32,151 168,046
----------- ----------- ---------
Total Operating Costs and Expenses 6,541,792 6,309,138 232,654
----------- ----------- ---------
Income Before State Income
Tax Expense $ 3,069,361 $ 2,521,179 $ 548,182
=========== =========== =========
Results of Operations for the Nine Months Ended March 31, 2004 and 2003
Overall
Revenue for the nine months ended March 31, 2004 increased $2,330,645 from
$22,087,789 in Fiscal 2003 to $24,418,434 in Fiscal 2004 primarily as a result
of increased revenues generated by the Palm Beach Princess operations during the
comparable periods. Operating expenses increased $1,994,719 from $18,271,256 in
the nine month period in Fiscal 2003 to $20,265,975 in Fiscal 2004 primarily the
result of a 5.3% increase in the passenger count during the period and costs
associated with the bankruptcy filing of $388,759, partially offset by a slight
decrease in corporate general and administrative expenses during the comparable
periods. Development costs increased by $191,238 to $486,852 as a result of
increased activity in the Company's exploration for new business opportunities.
Net Income for the nine months ended March 31, 2004 was
30
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
$2,887,144 as compared to net income of $2,884,947 for the comparative period
last year. The slight increase was the result of an increase in operating income
reduced by additional interest and financing expense in connection with our
purchase of the Ship Mortgage and purchase of our common stock from the Brennan
Trustee. Net Income per share for the nine months ended March 31, 2004 was $.36,
and on a diluted basis was $.29, as compared to net income per share for the
nine months ended March 31, 2003 of $.28 on a basic and diluted basis. For the
nine months ended March 31, 2004 we included in the diluted earnings per share
calculation, 2,857,838 options whose exercise price was lower than our weighted
average price of the common stock or shares that have been authorized but not
issued.
Vessel Operations
During the nine months ended March 2004, total net revenue from vessel
operations was $24,186,322 as compared to $21,910,595 for the nine months ended
March 31, 2003. The increase in revenue of $2,275,727 during the comparable
periods primarily resulted from an increase in casino gaming primarily the
result of an increase in the passenger count of 5.3% and an approximate 3.4%
increase in the average revenue per passenger during the comparable periods. Net
fare and on board income also increased $340,406 or 10.0% due to the increase in
passager count. Casino operating expenses which also includes food, beverage and
entertainment increased $939,553 from $5,548,638 or 30% of gross casino revenue
in Fiscal 2003 to $6,488,191 or 32% of gross casino revenue in Fiscal 2004.
Maritime and legal costs to operate the ship increased $603,566 from $4,446,554
in Fiscal 2003 to $5,050,119 in Fiscal 2004, also primarily due to the scheduled
wet dock maintenance during the second quarter. Administrative expenses
decreased 11% in Fiscal 2004. Income before state income taxes from operation of
the vessel for the nine months ended March 31, 2004 was $5,586,147 as compared
to $4,746,682 for the nine months ended March 31, 2003. During the nine months
ended March 31, 2004 the ship completed 520 cruises as compared to 530 cruises
during the corresponding period last year. During this year 12 cruises were
missed due to wet dock maintenance.
31
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS FOR THE THREE AND NINE MONTHS
ENDED MARCH 31, 2004
The following is a comparative summary of income and expenses of the Palm
Beach Princess operation for the nine month periods ended March 31, 2004 and
2003:
Nine Months Ended
March 31,
---------------------------------------
Description 2004 2003 Change
-------------------------------------- ---------- ----------- ------------
Passenger Count 200,485 190,387 10,098
Number of Cruises 520 530 (10)
Operating Revenue:
Gaming $ 20,432,796 $ 18,497,475 $ 1,935,321
Fare 5,777,102 5,602,098 175,004
On Board 2,633,764 2,333,733 300,031
Less: Promotional Allowances (4,657,340) (4,522,711) (134,629)
---------- ----------- -----------
Net Operating Revenue 24,186,322 21,910,595 2,275,727
---------- ----------- -----------
Operating Costs and Expenses:
Gaming 6,488,191 5,548,638 939,553
Fare 2,527,627 2,382,961 144,666
On Board 689,206 617,811 71,395
Maritime and Legal Expenses 5,050,119 4,446,554 603,566
General and Administrative Expenses 2,542,695 3,423,421 (880,726)
Professional Fees - Bankruptcy 388,759 300,130 88,629
Interest and Financing Fees 412,636 296,545 116,091
Depreciation and Amortization 500,940 147,853 353,087
---------- ----------- -----------
Total Operating Costs and Expenses 18,600,173 17,163,913 1,436,261
---------- ----------- -----------
Income Before State Income
Tax Expense $ 5,586,147 $ 4,746,682 $ 839,466
========== =========== ===========
Item 4. - CONTROLS AND PROCEDURES
Under the direction of our Chief Executive Officer and Chief Financial
Officer, we evaluated our disclosure controls and procedures and internal
control over financial reporting and concluded that (i) our disclosure controls
and procedures were effective as of March 31, 2004, and (ii) no change in
internal control over financial reporting occurred during the quarter ended
March 31, 2004, that has materially affected, or is reasonably likely to
materially affect, such internal control over financial reporting.
32
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this Form 10-Q:
Number Description
------ -----------
31.1 Certification of the Chief Executive Officer and Chief Financial
Office pursuant to Rule13a-14 of the Securities Exchange Act of
1984 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to 18 USC
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer pursuant to 18 USC
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Report on Form 8-K
Date Subject Matter
----------------- ----------------------------------------
February 24, 2004 Letter of Intent for Financing Agreement
33
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
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.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
May 24, 2004 /s/Francis W. Murray
----------------------------------
Francis W. Murray
President, Chief Executive Officer
and Chief Financial Officer
34
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF THE SECURITIES AND EXCHANGE
ACT OF 1934
I, Francis W. Murray, certify that:
1. I have reviewed this quarterly report on Form 10-Q of International
Thoroughbred Breeders;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and we have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information
relating to the registrant and its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures, and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors:
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 24, 2004 /s/Francis W. Murray
------------ --------------------------------------------------------
Chairman/Chief Executive Officer/Chief Financial Officer
35
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q of
International Thoroughbred Breeders, Inc. (the "Company") for the period ended
March 31, 2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Francis W. Murray, Chief Executive Officer of the
Company, hereby certify pursuant to 18 U.S.C. ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/Francis W. Murray
- ------------------------
Name: Francis W. Murray
Title: President and CEO
May 24, 2004
- ------------
Date
36
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q of
International Thoroughbred Breeders, Inc. (the "Company") for the period ended
March 31, 2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Francis W. Murray, Chief Financial Officer of the
Company, hereby certify pursuant to 18 U.S.C. ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/Francis W. Murray
- ------------------------------
Name: Francis W. Murray
Title: Chief Financial Officer
May 24, 2004
- ------------
Date
37