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 [ ] Form 10-Q [ ] Form -SAR
[ X ] 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 December 31, 2005
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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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant International Thoroughbred Breeders, Inc.
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Former Name If Applicable
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Address of Principal Executive Office (Street and Number)
1105 N. Market St., Suite 1300
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City, State and Zip Code
Wilmington, DE 19899
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PART II - RULES 12b-25[b] and [c]
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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
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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
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PART IV - OTHER INFORMATION
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[1] Name and telephone number of person to contact in regard to this
notification
Francis W. Murray 856 931-8163
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[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.
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International Thoroughbred Breeders, Inc.
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has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2006 By:/s/Francis W. Muuray
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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 10-K for the transition period July 1, 2005 to December 31, 2005
Part III - Narrative
On February 1, 2006 the Company removed the Big Easy from service and the
Registrant is unable to complete the preparation of the Form 10-K report on a
timely basis due to additional and unusual operational and administrative work
loads as a result of the removal of the vessel M/V Big Easy from service.
Part IV - Other Information
The Registrant anticipates reporting a net (Loss) in the range of
($12,000,000) to ($12,500,000) for the six months ended December 31, 2005, as
compared to a net (Loss) of ($1,900,035) for the prior year. The anticipated net
(Loss) for the transitional six month fiscal year ending December 31, 2005 was
primarily caused by 1) the start up and operational costs of the Big Easy; 2) a
decrease in revenues of the Palm Beach Princess for the six months ended
December 31, 2005, caused in part by the dry dock of the Palm Beach Princess for
the period October 17,2005 to October 26, 2005; and 3) interest expense of
approximately $4.4 million on financing from our primary lender.
The United States Coast Guard issued Big Easy her Certificate of Inspection
on October 11, 2005, following an extensive and unexpected delay in receiving
such certification. The vessel's first official cruise to international waters
was October 18, 2005. Due to the approaching Hurricane Wilma, the vessel was
ordered out of the Port for safe haven following her afternoon cruise on October
19, 2005. Hurricane Wilma struck Florida on October 24, 2005. Due to damages
caused by Hurricane Wilma and vessel schedule conflicts, Big Easy was unable to
sail commercially until November 6, 2005. The unexpected delay in receiving the
vessel's Certificate of Inspection, and the subsequent delays, damage and
inconveniences caused by Hurricane Wilma immediately following the maiden voyage
had a compounding, adverse effect on the Company's ability to retain personnel.
As a result, the Company experienced greater-than-normal attrition of Big Easy
personnel, particularly those who carried Coast Guard-issued Merchant Marine
Cards (i.e. also known as z-cards, these are issued by Coast Guard and serve as
required documentation for those working on US-flagged vessels to fill Coast
Guard-mandated muster station requirements). As the number of Merchant Marine
Card personnel became increasingly inadequate, it became increasingly difficult
for management to meet muster station requirements, often forcing the
cancellation of many sailings, particularly in December and January. Coast Guard
stopped issuing Merchant Marine Cards suddenly and expectedly sometime in
October, 2006. Adverse sea conditions in November and December were generally
unfavorable for commercial sailing and were a contributing factor to several
missed sailings. As a result of these numerous challenges, the vessel was able
to make only nineteen sailings in November, twenty-four sailings in December and
eight sailings in January. On January 31, 2006, the Coast Guard denied the
Company's request to provide an extension to complete certain mandated work and
removed the vessel's Certificate of Inspection. On January 31, 2006,
approximately one hundred Coast Guard Merchant Marine Card applications relating
to Big Easy remained unprocessed by Coast Guard twelve weeks or longer.
We were having challenges attracting customers to Big Easy given her
inconsistent schedule of sailings. The initial delay in receiving a Certificate
of Inspection and subsequent inconsistencies in scheduling caused significant
negative cash flow and made advertising and promotional efforts difficult from
both a financial and practical planning perspective. The lack of a consistent
commercial service schedule caused insignificant customer support resulting in
negative results for six months ending December 31, 2005. During the operating
period, we were losing approximately $1,200,000 per month. These losses
continued into January, 2006. On February 1, 2006, we suspended operations
indefinitely. During the six month period ending December 31, 2005, the Big Easy
operation sustained losses of approximately $8 Million.
The Palm Beach Princess operations for six months were materially impacted
during the six months ending December 31, 2005, particularly by a scheduled dry
docking period and Hurricane Wilma. During the six months, total net operating
revenue from the vessel operations declined by approximately $660,000 to $13
million. During the six month period the Palm Beach Princess sustained a (loss)
of approximately ($600,000) as compared to last year when the profit before
state taxes was approximately $400,000 for the same period. During the six
months ended December 31, 2005, 24 cruises were missed due to the scheduled dry
dock, 2 cruises were cancelled due to hurricane Wilma, and 23 cruises were
cancelled due to inclement weather.