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]
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form -SAR
For the Period Ended:
[ ] 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 _____________________
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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 302 427-7599
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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 By/s/Francis W. Murray
April 2,2007 --------------------
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
Intetional 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 year ended December 31, 2006
Part III - Narrative
On December 4 and on December 7, 2006, the Company and 6 of its
subsidiaries filed voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of
Florida. The Registrant is unable to complete the preparation of the Form 10-K
report on a timely basis due to additional and unusual administrative work loads
as a result of the Bankruptcy filing.
Part IV - Other Information
The Registrant anticipates reporting a net (Loss) in the range of ($25
million) to ($27 million) for the year ended December 31, 2006, as compared to a
net (Loss) of approximately ($15.5 million) for the six months ended December
31, 2005. The anticipated net (Loss) was primarily caused by 1) the carrying and
operational costs of the Big Easy vessel of approximately $4.7 million before
interest expense; 2) recording an impairment loss on the two Cherry Hill Notes
of approximately $9.4 million; 3) interest and financing expenses of
approximately $10.6 million on our PDS financing, charter hire fees, and the
costs warrants issued to our creditors; 4) recording an impairment in the amount
of approximately $2.5 million for loans the Company advanced to a real estate
project for the development of a golf course in Southern California, its related
accrued interest and accrued interest on loans we have made to a real estate
project in Fort Lauderdale, FL; 5) carrying costs of the Royal Star vessel of
approximately $1.6 million; 6) general corporate and other development costs of
approximately $2.8 million; 7) depreciation expense of $2.9 million, partially
offset by the operating income before interest expense on the Palm Beach
Princess operation of approximately $5.5 million. During the comparative twelve
month period ended December 31, 2005 the Palm Beach Princess recorded a profit
before interest expense of approximately $5.9 million.
Under Chapter 11, the Company is operating its businesses as a
debtor-in-possession ("DIP") under court protection from creditors and
claimants. Since the Chapter 11 filing, all orders sufficient to enable the
Company to conduct normal business activities, have been entered by the
bankruptcy court. While the Company is subject to Chapter 11, all transactions
not in the ordinary course of business require the prior approval of the
bankruptcy court.
As a consequence of the Chapter 11 filing, pending litigation against the
Company is generally stayed, and no party may take any action to collect its
pre-petition claims except pursuant to order of the bankruptcy court. April 6,
2007 will be the last date by which holders of pre-filing date claims against
the Debtors can file such claims.
The Company is negotiating with various parties for the sale of particular
assets, deployment of the Big Easy vessel and the re-financing of the PDS debt.
The outcome of any of these actions or our Chapter 11 filing cannot be predicted
at this time.