U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
FORM 12b-25
Sec. File Number 0-9624 Cusip Number 460491 80 6
[Check One]
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form -SAR For the
Period Ended: March 31, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form -SAR
For the Transition Period Ended _____________________
- --------------------------------------------------------------------------------
Read Instructions (on back page) Before Preparing Form.
Please Print or Type
Nothing in this form shall be constructed to imply
that the Commission has verified any
information contained herein
If the notification relates to a portion of the
filing checked above, identify the Item[s]
to which the notification relates:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant
International Thoroughbred Breeders, Inc.
- --------------------------------------------------------------------------------
Former Name If Applicable
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
1105 N. Market St., Suite 1300
- --------------------------------------------------------------------------------
City, State and Zip Code
Wilmington, DE 19899
- --------------------------------------------------------------------------------
PART II - RULES 12b-25[b] and [c]
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant
to Rule 12-b-25[b], the following should be completed.
[Check box if appropriate]
[X] [a] The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expenses;
[X] [b] The subject annual report, semi-annual report, transition report
on From 10-K, Form 2-F, Form 11-K, Form -SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] [c] The accountant's statement or other exhibit required by Rule
12b-25[c] has been attached if applicable.
PART III - NARRATIVE
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-k, 10-Q
or -SAR or the transition report or portion thereof, could not be filed within
the prescribed time period. {Attach Extra Sheet if Needed} SEE ATTACHED
- --------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------
[1] Name and telephone number of person to contact in regard to this
notification
Francis W. Murray 302 427-7599
-------------------- ------------- --------------
[Name] [Area Code] [Telephone No.]
[2] Have all other periodic reports required under Section 13 or 15[d] of
the Securities and Exchange Act of 1934 or Section 10 of the
Investment Company Act of 1940 during the preceding 12 months [or for
such shorter period that the registrant was required to file such
reports] been filed? If answer is no, identify report[s].[X] Yes [ ]No
[3] It is anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
- --------------------------------------------------------------------------------
International Thoroughbred Breeders, Inc.
- --------------------------------------------------------------------------------
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 16, 2005 By/s/Francis W. Murray
-----------------------
President and CEO
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
[other than an executive officer], evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violation [See 18 U.S.C. 1001]
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 [17CFR 240.12b-25] of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of the public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25, but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amendment notification.
International Thoroughbred Breeders, Inc.
Form 12b-25
Form 10Q for Period Ended March 31, 2005
Part III - Narrative
The Registrant is unable to complete the preparation of the Form 10-Q
report on a timely basis due to additional and unusual operational and
administrative work loads as a result of preparing the vessel M/V Big Easy for
service. When ready for sailing, after receiving all necessary Governmental and
Coast Guard permits, estimated to be during our fourth fiscal quarter, the
vessel will be operated as our second casino cruise ship.
Part IV - Other Information
For the three months ending March 31, 2005
The Registrant anticipated reporting Net Income in the range of $650,000 to
$700,000, or approximately $.06 per share on a diluted basis as compared to Net
Income of $1,765,056, or $.17 per share on a diluted basis for the comparative
period. The decrease in Net Income was primarily caused by 1) an increase in the
start up costs for the Big Easy of approximately $1,110,000 which were expensed
during the quarter and 2) an increase in depreciation and interest expense for
the Palm Beach Princess as a result of the capital leasing arrangements which
were effective in July 2004. These increased expenses were partially offset by
better operating results, before interest and depreciation expense for the Palm
Beach Princess. During the three months revenues on board the Palm Beach
Princess increased approximately $500,000 and expenses before interest and
depreciation remained stable.
For the nine months ending March 31, 2005
The Registrant anticipates reporting a (Loss) from Operations before an
Extraordinary Item in the range of ($1,750,000) to ($1,800,000) as compared to
Income from Operations before Extraordinary Items of $2,887,144 for the
comparable period. The decrease in Income from Operations before Extraordinary
Items for the nine months ending March 31, 2005 was primarily caused by 1) a
decrease in revenues as a result of several hurricanes effecting our operations
during the first quarter of our fiscal year, 2) an increase in the start up
costs for the Big Easy of approximately $1,740,000 which were expensed during
the nine month period and an increase in depreciation and interest expense taken
on the Palm Beach Princess as a result of the capital leasing arrangements
effective in July, 2004, and 3) an impairment of our Second Cherry Hill Note
receivable in the amount of $450,000 of which $100,000 was recorded during the
three month period ending March 31, 2005.
As a result of the hurricanes and inclement weather we were forced to
cancel 33 cruises during the nine months ending March 31, 2005.
International Thoroughbred Breeders, Inc.
Form 12b-25
Form 10-Q for Period Ended March 31, 2005
Part III - Narrative (continued)
During the first quarter of Fiscal 2005 we recorded Extraordinary Income of
$3,560,000, net of income tax, which is reflected in our nine month results.
This income was from the collection of fees charged to Leo Equity Group, Inc.
and Palm Beach Maritime Corporation (formerly MJQ Corporation) in connection
with the final settlement with the Chapter 11 Trustee for the Bankruptcy Estate
of Robert E. Brennan.
After taking into account the Extraordinary Item the Registrant anticipates
reporting Net Income in the range of $1,700,000 to $1,800,000 or approximately
$.16 per diluted share for the nine months ending March 31, 2005, as compared to
a net income of $2,887,144, or $.29 per diluted share for the nine months ended
March 31, 2004.