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 September 30, 2002
---------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------------- ---------------------------
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)
211 Benigno Boulevard Suite 210 , Bellmawr, New Jersey 08031
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(856)931-8163
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(Registrant's telephone number, including area code)
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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
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 November 15, 2002
Common Stock, $ 2.00 par value 11,480,277 Shares
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
FORM 10-Q
QUARTERLY REPORT
for the Three Months ended September 30, 2002
(Unaudited)
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets
as of September 30, 2002 and June 30, 2002.................1-2
Consolidated Statements of Operations
for the Three Months ended
September 30, 2002 and 2001................................3
Consolidated Statement of Stockholders' Equity
for the Three Months ended September 30, 2002..............4
Consolidated Statements of Cash Flows
for the Three Months ended
September 30, 2002 and 2001................................5
Notes to Consolidated Financial Statements.........................6-18
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..........19-22
Item 4. Controls and Procedures.....................................22
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................23
SIGNATURES ............................................................24
CERTIFICATIONS................................................................25
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2002 AND JUNE 30, 2002
ASSETS
September 30,
2002 June 30,
(UNAUDITED) 2002
------------ -------------
CURRENT ASSETS:
Cash and Cash Equivalents $ 627,223 $ 796,610
Accounts Receivable 63,427 37,682
Prepaid Expenses 478,777 190,639
Other Current Assets 427,403 391,596
Net Assets of Discontinued
Operations - Current 120,953 123,569
------------- --------------
TOTAL CURRENT ASSETS 1,717,783 1,540,096
------------- --------------
EQUIPMENT:
Equipment 749,827 723,420
LESS: Accumulated Depreciation and
Amortization 147,543 113,061
------------- --------------
TOTAL EQUIPMENT, NET 602,284 610,359
------------- --------------
OTHER ASSETS:
Notes Receivable 33,000,000 33,000,000
Note Receivable of Discontinued
Operations - Long-Term 0 0
Deposit on Purchase of Palm Beach
Princess Mortgage 4,000,000 3,500,000
Deposits and Other Assets 7,302,180 7,277,839
------------- --------------
TOTAL OTHER ASSETS 44,302,180 43,777,839
------------- --------------
TOTAL ASSETS $ 46,622,247 $ 45,928,294
============= ==============
See Notes to Consolidated Financial Statements.
1
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2002 AND JUNE 30, 2002
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30,
2002 June 30,
(UNAUDITED) 2002
------------- ------------
CURRENT LIABILITIES:
Accounts Payable $ 1,424,008 $ 1,324,351
Accrued Expenses 1,245,684 1,353,811
Short-Term Debt 1,350,338 1,062,280
------------- ------------
TOTAL CURRENT LIABILITIES 4,020,030 3,740,442
------------- ------------
DEFERRED INCOME 8,226,540 8,226,540
------------- ------------
LONG-TERM DEBT 0 0
------------- ------------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Series A Preferred Stock,
$100 Par Value, Authorized 500,000
Shares, 362,488 Issued and
Outstanding 36,248,775 36,248,775
Common Stock, $2 Par Value,
Authorized 25,000,000 Shares,
Issued and Outstanding, 11,480,277
and 11,480,275, respectively 22,960,553 22,960,549
Capital in Excess of Par 20,192,086 20,192,090
(Deficit) (subsequent to
June 30, 1993, date of
quasi-reorganization) (45,010,321) 45,423,435)
------------- ------------
34,391,093 33,977,979
LESS:
Deferred Compensation, Net (15,416) (16,667)
------------- ------------
TOTAL STOCKHOLDERS' EQUITY 34,375,677 33,961,312
------------- ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 46,622,247 $ 45,928,294
============= ============
See Notes to Consolidated Financial Statements.
2
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
Three Months Ended
September 30,
-------------------------
2002 2001
-------------------------
REVENUE:
Revenue from Operations $ 6,319,402 $ 5,939,469
Other Income 25 77,877
Interest Income 99,748 144,336
------------ ------------
TOTAL REVENUES 6,419,175 6,161,682
------------ ------------
EXPENSES:
Cost of Revenues:
Operating Expenses 4,289,340 4,288,569
Depreciation & Amortization 76,220 10,794
General & Administrative Expenses -
Palm Beach Princess 716,245 747,674
General & Administrative Expenses -
Parent 489,354 514,419
Development Costs 90,896 46,615
Interest and Financing Expenses 317,005 76,483
------------ ------------
TOTAL EXPENSES 5,979,061 5,684,554
------------ ------------
INCOME BEFORE TAX PROVISION 440,114 477,128
State Income Tax Expense 27,000 22,000
------------ ------------
NET INCOME $ 413,114 $ 455,128
============ ============
NET BASIC AND DILUTED INCOME
PER COMMON SHARE $ 0.04 $ 0.04
============ ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,480,272 11,480,269
============ ============
See Notes to Consolidated Financial Statements.
3
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
Preferred Common
-------------------------- --------------------------
Number of Number of
Shares Amount Shares Amount
------------ ------------ ------------ ------------
BALANCE - JUNE 30, 2002 362,488 $ 36,248,775 11,480,275 $ 22,960,549
Shares Issued for Fractional Exchanges With Respect to the
One-for-twenty Reverse Stock Split effected on March 13, 1992 0 0 2 4
Amortization of Deferred Compensation Costs --- --- --- ---
Net Income for the Three Months Ended September 30, 2002 --- --- --- ---
------------ ------------ ------------ ------------
BALANCE - SEPTEMBER 30, 2002 362,488 $ 36,248,775 11,480,277 $ 22,960,553
============ ============ ============ ============
Capital Deferred
in Excess Compen-
of Par (Deficit) sation Total
------------ -------------- ---------- ------------
BALANCE - JUNE 30, 2002 $ 20,192,090 $ (45,423,435)$ (16,667)$ 33,961,312
Shares Issued for Fractional Exchanges With Respect to the
One-for-twenty Reverse Stock Split effected on March 13, 1992 (4) --- --- ---
Amortization of Deferred Compensation Costs --- --- 1,251 1,251
Net Income for the Three Months Ended September 30, 2002 --- 413,114 --- 413,114
------------ -------------- ---------- ------------
BALANCE - SEPTEMBER 30, 2002 $ 20,192,086 $ (45,010,321)$ (15,416)$ 34,375,677
============ ============== ========== ============
See Notes to Consolidated Financial Statements.
4
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
Three Months Ended
September 30,
-------------------------
2002 2001
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
INCOME BEFORE DISCONTINUED OPERATIONS $ 413,114 $ 455,128
------------ -----------
Adjustments to reconcile income to net cash provided by
(used in) operating activities:
Depreciation and Amortization 77,470 12,044
(Gain) on Sale of Fixed Assets 0 (77,577)
Changes in Operating Assets and Liabilities -
(Increase) Decrease in Accounts Receivable (25,746) 109,122
(Increase) in Other Assets (26,761) (40,561)
Decrease (Increase) in Prepaid Expenses 19,483 (264,596)
(Decrease) in Accounts Payable and Accrued Expenses (8,469) (387,573)
------------ -----------
CASH (USED IN) OPERATING ACTIVITIES BEFORE
DISCONTINUED OPERATIONS 449,091 (194,013)
CASH (USED IN) PROVIDED BY DISCONTINUED OPERATING ACTIVITIES 0 0
------------ -----------
NET CASH (USED IN) OPERATING ACTIVITIES 449,091 (194,013)
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits on Purchase of Palm Beach Princess Mortgage (500,000) (500,000)
Proceeds from Auction of Garden State Park Fixed Assets 1,189,755
Capital Expenditures (26,407) (155,345)
Loans made on Development Projects 0 (365,000)
(Increase) Decrease in Other Investment Activity (91,510) 0
------------ -----------
CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES
BEFORE DISCONTINUED INVESTING ACTIVITIES (617,917) 169,410
CASH PROVIDED BY (USED IN) DISCONTINUED INVESTING ACTIVITIES 0 0
------------ -----------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (617,917) 169,410
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Short-Term Loans 0 0
Principal Payments on Short Term Notes (776) 0
Decrease in Balances Due to/From Subsidiaries 216 193,228
------------ -----------
CASH PROVIDED BY FINANCING ACTIVITIES
BEFORE DISCONTINUED FINANCING ACTIVITIES (560) 193,228
CASH (USED IN) DISCONTINUED FINANCING ACTIVITIES (216) 0
------------ -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (776) 193,228
------------ -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (169,602) 168,625
LESS CASH AND CASH EQUIVALENTS FROM
DISCONTINUED OPERATIONS 216 (11,832)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
BEFORE DISCONTINUED OPERATIONS 796,610 1,361,287
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 627,224 $ 1,518,080
============ ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 0 $ 0
Income Taxes $ 0 $ 0
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
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared
assuming International Thoroughbred Breeders, Inc. and subsidiaries
(collectively, the "Company") will continue as a going concern. As described in
Note 5 below we entered into a Master Settlement Agreement to purchase from the
Chapter 11 Trustee for the Bankruptcy Estate of Robert E. Brennan the promissory
note of MJQ Corporation for $13.75 million. Should the Company not be able to
obtain the financing necessary to make the balloon payment scheduled for January
6, 2003 in the amount of $9.75 million, it may lose its only operating business
and source of revenues and will forfeit the $4 million in deposit payments. To
date the Company has not been able to obtain such financing.
On October 25, 2002 the Company received a Letter of Interest for a
proposed $8 million financing, subject to additional due diligence. Principal
and interest of 7% per annum would be due monthly, based on a 5 year
amortization, with a balloon payment due 3 years from closing. Additionally the
bank would take a security interest (which may be subordinated to up to $3
million in prior liens) in our $10 million note due from the sale of our Garden
State Park property. It is the Company's intent to borrow an additional $2
million on this note to satisfy the entire payment of $9.75 million due to the
Trustee for the purchase of the Ship Mortgage.
Other possible sources of cash include the promissory note we received when
we sold our Las Vegas real property in May 2000 in the amount of $23 million. We
may attempt to borrow on this Note but such borrowing is expected to be
difficult to obtain as the timing and amounts of payments under the Note remains
unpredictable.
The financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
(A) Nature of Operations - We are 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 400 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.
6
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(C) Classifications - Certain prior years' amounts have been reclassified
to conform with the current years' presentation.
(D) 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.
(E) Net Assets of Discontinued Operations - At September 30, 2002 and June
30, 2002, the remaining net assets and liabilities of Garden State Park and
Freehold Raceway were classified as "Net Assets of Discontinued Operations."
(F) Revenue Recognition - The Company recognized the revenues associated
with the casino operation on the Palm Beach Princess as they were earned.
(G) Cash and Cash Equivalents - The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents.
(H) 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.
(I) 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.
(J) 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. Options and warrants to purchase 4,046,500 and 3,104,000 shares,
respectively, of Common Stock at various prices per share, for the three months
ended September 30, 2002 and 2001, respectively, were not included in the
computation of income per share because the exercise price of those options and
warrants were above market value.
(2) 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 interest rate under such note 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 equity
investors in the buyer have received total distributions equal to their capital
contributions plus an agreed upon return on their invested capital, the next $23
million of
7
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 30th anniversary of our purchase of the note. We may convert
the promissory note, at our option, into a 33 1/3% equity interest in the buyer
during a six month period beginning at the 15th anniversary of the issuance of
the note. If not then converted, the note will convert into a 33 1/3% equity
interest in the buyer at the 30th anniversary of its issuance.
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. 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 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 Brennan Bankruptcy Trustee (together with one-half
of the interest paid by Realen under such note). The remaining $350,000 of the
$700,000 note is classified in other current assets on our balance sheet as of
June 30, 2002. 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 4(A) below) by
the same principal amount, $350,000, given up by us to the Trustee.
8
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(3) DEPOSITS AND OTHER ASSETS
The following items are classified as deposits and other assets (See Note 8
- - Related Party Transactions):
September 30, June 30,
2002 2002
------------ -----------
Loans including accrued interest to the Ft Lauderdale Project $ 2,450,659 $ 2,526,074
Loans including accrued interest to the Golf Course Project in California 877,503 911,169
Loans to the South American Gaming Projects 349,472 349,472
Deposits on Port Lease 125,000 75,000
Accounts Receivable from MJQ Corporation 864,588 521,583
Accounts Receivable from Frank Leo 21,262 13,804
Accounts Receivable from Francis W Murray 20,563 19,236
Other Misc. Assets 46,489 25,252
Assets Assigned from Leo Equity Group, Inc. (See Note 8):
Note Receivable from Michael J Quigley III * 2,600,749 2,600,749
Accounts Receivable from MJQ Corp 21,000 21,000
Accounts Receivable from Ft Lauderdale Project 8,000 8,000
Loans to Francis W Murray 93,000 93,000
Accounts Receivable from GMO Travel 113,500 113,500
------------ -----------
Total Deposits and Other Assets $ 7,302,180 $ 7,277,839
============ ===========
* The note receivable from Michael J. Quigley III is non-recourse except to his
stock in MJQ Corporation. If the Company consummates its purchase of stock in
MJQ Corporation from Mr. Quigley, the Company will assume that debt of Mr.
Quigley and accordingly would not receive cash in payment of this receivable.
9
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(4) DISCONTINUED OPERATIONS
The net assets of the operations to be disposed of included in the
accompanying consolidated balance sheets as of September 30, 2002 and June 30,
2002 consist of the following:
September 30, June 30,
2002 2002
--------- -----------
Classified As:
Current Assets $ 414,951 $ 415,166
Current Liabilities (293,998) (291,597)
Deferred Income -0- -0-
--------- ----------
Net Assets of Discontinued Operations $ 120,953 $ 123,569
========= ==========
(4) NOTES AND MORTGAGES PAYABLE
Notes and Mortgages Payable are summarized below:
September 31, 2002 June 30, 2002
--------------------------- ----------------------
Interest
% Per
Annum Current Long-Term Current Long-Term
------------- -------------- ----------- ----------- ---------
International Thoroughbred
Breeders Inc.:
MCJEM, INC. (A) 15% $ 132,000 $ -0- $ 132,000 $ -0-
Michael J. Quigley, III (B) 10% 900,000 -0- 900,000 -0-
First Insurance Funding Corp.(C) 6.95% 314,677 -0- -0- -0-
Other Various 3,661 -0- 30,280 -0-
Garden State Park:
Service America Corporation (D 6% 160,000 -0- 160,000 -0-
------------- -------- ----------- --------
Totals $ 1,510,338 $ -0- $ 1,222,280 $ -0-
Less:
Net Liabilities of Discontinued
Operations - Current (160,000) -0- (160,000) -0-
------------- -------- ----------- --------
Totals $ 1,350,338 $ -0- $ 1,062,280 $ -0-
============= ======== =========== ========
(A) Our promissory note payable to MCJEM, INC. represents the balance of
the purchase price owing from our purchase of two large bronze sculptures
located on the Garden State Park property.
10
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(B) 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. As collateral for the loan, we pledged the $10 million Realen Note
and the $23 million note issued to us by Turnberry (the "Turnberry Note"). On
February 20, 2002 Mr. Quigley released his security interest in the Realen Note
in connection with the Master Settlement Agreement with, among other parties,
Donald F. Conway, the Chapter 11 Trustee for the Bankruptcy Estate of Robert E.
Brennan (the "Trustee"). (See Note 5.)
(C) Our directors and officers liability policy was financed by First
Insurance Funding Corp. for a $314,677 one year promissory note at a 6.95%
interest rate.
(D) In connection with the January 28, 1999 lease transactions for the
Garden State Park facility, the Company purchased equipment located at Garden
State Park and a liquor license 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.
(5) COMMITMENTS AND CONTINGENCIES
See Note 8 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.
We are responsible for remediation costs associated with an environmental
site on the Freehold Raceway property. We have accrued what we believe to be the
total cost of remediation. At September 30, 2002, the remaining balance of such
accrual was $130,398 for remediation costs. These accrued costs are expected to
be incurred during the next twenty months.
In connection with the January 28, 1999 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 September 30, 2002, the unpaid
principal balance was $160,000. Yearly principal payments of $80,000 plus
interest are due on December 28, 2002 and December 28, 2003.
Effective February 20, 2002 (See Note ), we entered into a Master
Settlement Agreement with the Chapter 11 Trustee (the "Trustee") for the
Bankruptcy Estate of Robert E. Brennan and a related Stock Purchase Agreement,
and, through our Palm Beach Princess, Inc. subsidiary, a Purchase and Sale
Agreement, described below. These agreements followed many months of negotiation
with the Trustee of the details of the transactions outlined in the letter of
intent that had been signed by the parties effective April 30, 2001. It was on
the basis of the letter of intent, initially, and then the Master Settlement
11
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Agreement that we have been operating the vessel M/V Palm Beach Princess and
conducting a casino cruise business since April 30, 2001.
As permitted by the Master Settlement Agreement with the Trustee, we have
entered into a bareboat charter with MJQ Corporation, pursuant to which we have
chartered the vessel M/V Palm Beach Princess for the purpose of operating a
casino cruise business from the Port of Palm Beach, Florida. Under the bareboat
charter agreement, we are obligated to pay $50,000 per month as a charter hire
fee to the vessel's owner, MJQ Corporation. Other parties to the Master
Settlement Agreement include MJQ Corporation, Leo Equity Group, Inc. and Francis
W. Murray, our Chairman, who is also a director and officer of MJQ Corporation
and has purchased the stock of MJQ Corporation (See Note 9-F) and a director of
Leo Equity Group, Inc. (See Note 8, Related Party Transactions and 9-D.)
In accordance with the Master Settlement Agreement, through our Palm Beach
Princess, Inc. subsidiary we entered into a Purchase and Sale Agreement which
provides for our purchase from the Trustee of the promissory note of MJQ
Corporation, having an outstanding balance of principal and interest of
approximately $15.7 million as of June 30, 2002 and secured by a ship mortgage
against the M/V Palm Beach Princess (the "Ship Mortgage Obligation"). The
purchase price payable by us for the Ship Mortgage Obligation is $13.75 million.
We began making payments on account of such purchase price effective April 30,
2001, in monthly installments of $250,000. Such monthly installments continued
under the terms of the Purchase and Sale Agreement through July 31, 2002, at
which time a $9.75 million balloon payment was to be due. However, before July
31, 2002, we exercised our right to extend the time for payment of the balance
of the purchase price for up to three (3) additional months, to October 31,2002,
by paying $70,000 for the first one month extension, an additional $80,000 for
the second month extension and an additional $100,000 for the third month
extension , which additional payments will not be credited towards the purchase
price. On October 30, 2002, the Master Settlement Agreement was amended to
provide for a further extension of the due date for payment of the $9.75 million
balance under the Purchase and Sale Agreement until January 6, 2003, subject to
our payment of $220,000 as an extention fee in two installments of $110,000, the
first of which has been paid on October 30, 2002, the second of which is due on
December 1, 2002. In the event that the balloon payment is not made when due on
the extended date of January 6, 2003 (or any other default on our part occurs
which is not cured within the applicable grace period), at the election of the
Trustee all of our monthly $250,000 payments (which would total $4.0 million)
would be forfeited as liquidated damages and the Trustee would have the right to
take possession and control of the vessel M/V Palm Beach Princess, but we would
not have any further liability for any unpaid balance of the purchase price of
the Ship Mortgage Obligation. The Trustee would also have the right to take over
operating assets used in connection with the vessel, including the onboard cash
bank, inventories, supplies and equipment, and the Trustee would assume current
liabilities including trade debt and payroll. In the event the current assets so
acquired by the Trustee are less than the amount of the current liabilities so
assumed by the Trustee, we would be liable to the Trustee for such deficiency.
The second agreement which we entered into with the Trustee pursuant to the
Master Settlement Agreement is a Stock Purchase Agreement. Under this Agreement,
which superseded all prior agreements and understandings between us and the
Trustee for the purchase of our common stock held or claimed by the Trustee, we
agreed to purchase up to approximately 2,235,000 shares of our common stock at a
purchase price of $0.50 per share on July 11, 2002. We desired to purchase these
shares in order to preserve our net operating loss carryforwards which otherwise
may be lost if the shares are transferred. As collateral security for our
payment of the purchase price for these shares, we have granted to the
12
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Trustee a security interest in all proceeds of (including all payments that
might be made in the future under) the $10 million Realen Note, described in
Note 2 above (in connection with which Michael J. Quigley, III released his
prior security interest in the Realen Note).
We did not pay the purchase price under the Stock Purchase Agreement on
July 11, 2002 (which price, at that date, was $892,500 for 1,785,000 shares). On
October 30, 2002, the Stock Purchase Agreement was amended to provide for an
extension of the due date on the purchase of the shares until December 13, 2002
at which time the Trustee has agreed to accept payment of the purchase price in
the form of a twelve month promissory note bearing interest at 9%.
Through a subsidiary, 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. We are
required to make tenant improvements to the new space, estimated to cost
approximately $600,000, construction of which was to have commenced by July 30,
2002. While we have obtained a commitment for the construction financing, we had
not begun construction by July 30, 2002 and received a notice from the Port's
attorney asserting that we may be in default in that regard. We intend to
proceed with construction of the required improvements to the leased space in
due course and expect to be able to cure the potential default. We will have the
right to a credit of up to $333,000 of construction costs against the initial
term of our five year lease.
In other transactions related to our acquisition of the Ship Mortgage
Obligation, we entered into an agreement to purchase the outstanding shares of
stock in Leo Equity Group, Inc., and another agreement to purchase the
outstanding shares in MJQ Corporation, in order to acquire control of the Palm
Beach Princess business on a long-term basis. Leo Equity Group, Inc. owned the
agreement with the Port of Palm Beach under which the Palm Beach Princess vessel
has been operating, and by our agreement to purchase the stock in Leo Equity
Group, Inc., the shareholder of Leo Equity Group, Inc. has permitted us to
negotiate a new long-term agreement with the Port which would replace Leo Equity
Group's agreement with the Port. Further, the term of our bareboat charter of
the vessel from MJQ Corporation was scheduled to expire on July 31, 2002.
Therefore, by agreeing to contract for the purchase of the shares of Leo Equity
Group, Inc. and MJQ Corporation, we are in a position to control both the rights
to the Port agreement and the ownership of the vessel itself (subject to the
rights of the Trustee to take over such assets if we fail to pay the balance of
the purchase price for the Ship Mortgage Obligation when due).
The purchase price we have agreed to pay for the stock in Leo Equity Group,
Inc. is $250,000, payable in ten consecutive monthly installments of $25,000
each, without interest. As further consideration, we also agreed to reduce the
exercise price of the seller's previously granted options to purchase 200,000
shares of our common stock, to $0.50 per share. In consideration of the sale to
us of the stock in MJQ Corporation, we agreed to assume $3.7 million of
indebtedness owing by MJQ Corporation's sole stockholder, of which $1.1 million
is owing to Francis W. Murray, our Chairman, and $2.6 million is owing to Leo
Equity Group, Inc. Leo Equity Group, Inc. agreed to assign its rights to such
$2.6 million receivable as described in Note 8, Related Party Transactions, and
therefore our assumption of the foregoing indebtedness to Leo Equity Group, Inc.
will not entail any cash payment. Mr. Murray has indicated that he would be
willing to defer payment of all or a portion of the assumed indebtedness owing
to him. Terms for the satisfaction of such indebtedness have not yet been worked
out between us and Mr. Murray See Note 8 below, Related Party Transactions.
13
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In addition to the commitments described above, we are in the process of
negotiating other potential acquisitions of gaming related businesses in foreign
countries. While we explore each business opportunity, including performance of
due diligence, and pending negotiation of definitive agreements, we have lent
approximately $600,000 to persons and entities having rights to certain of these
gaming opportunities. If such acquisitions are concluded, the businesses in
foreign countries would involve a significant additional investment and would
entail substantial risks (including political risks). There can be no assurance
that definitive agreements will be concluded or that we would be able to obtain
necessary funds to proceed, and there is no assurance that we will be able to
recover our loans should we not proceed.
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.
(6) FAIR VALUE OF FINANCIAL INSTRUMENTS
As of September 30, 2002, in assessing the fair value of financial
instruments, we have 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 our interest rates approximate current interest
rates that would be available to us in the market place.
Management believes that the carrying amounts of the two long-term notes
receivable approximate fair value and will continue to evaluate the fair value
of these instruments.
(7) STOCK OPTIONS AND WARRANTS
(A) EMPLOYEE AND NON-EMPLOYEE OPTIONS
At September 30, 2002, total employee options outstanding were 3,111,500
and total non-employee options outstanding were 225,000. At September 30, 2001,
3,136,500 of the employee options and 300,000 of the non-employee options,
respectively, were exercisable.
(B) WARRANTS
At September 30, 2002, total warrants outstanding were 710,000. All
warrants were exercisable at September 30, 2002.
(8) RELATED PARTY TRANSACTIONS
During the third quarter of Fiscal 2001, we invested in two projects in
which our Chairman,
14
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, the proceeds of which were to be used
to pay costs and expenses for development of a golf course in Southern
California. A limited partnership, the general partner of which is owned by Mr.
Murray, has acquired an option to purchase certain real estate in Southern
California on which it intends to construct a golf club. The project is a
long-term one, requiring environmental, engineering and other studies,
regulatory approvals, other governmental entitlements and substantial additional
funding. Loans by us to the limited partnership will bear interest at an annual
rate of 12%, and we will have the right to convert our loans into a 50% equity
interest in the limited partnership (which percentage interest would be reduced
if additional investments by others are made in the limited partnership). Mr.
Murray's equity interest in the limited partnership, indirectly through his
ownership of the general partner, as of September 30, 2002, is 64%, and will be
reduced proportionally if we exercise our right to convert our loans into
equity. At September 30, 2002, $735,584 has been loaned to such project and we
have accrued $141,919 of interest due on the loan.
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 owner, MJQ Development which is owned by Michael J.
Quigley, III, is developing a condominium hotel resort. Mr. Quigley has no
relationship to Robert J. Quigley, one of our directors and former president. At
September 30, 2002, we have lent $2,034,304 in total to the property owner and
we have accrued interest in the amount of $416,355 of interest due on the loan.
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 have the right to convert our loan into an equity interest
(subject to receiving certain third party approvals), which would entitle us to
receive a priority return of our investment and a priority profits interest
equal to three times our investment. Repayment of these loans (and receipt of
any return if we convert our loans to equity) will be subject to repayment of,
first, bank debt of approximately $3.8 million (at present) incurred in the
purchase of the real property and, second, construction financing expected to
amount to $25 to $30 million. If the project is successful, Mr. Murray stands to
receive a contingent benefit, which could be substantial, from the owner for his
participation in the project, but only after the Company and the owner have
received priority returns of their investment and priority shares of profits.
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. As collateral for the loan, we pledged the $10 million Realen Note and
the $23 million Turnberry Note. On February 20, 2002 Mr. Quigley released his
security interest in the Realen Note in connection with the Master Settlement
Agreement. (See Note 4.)
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
15
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
President of our subsidiary, Palm Beach Princess, Inc., which operates the
vessel. Under the bareboat charter agreement, 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 5 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 a
balance of principal and interest outstanding of approximately $15.7 million as
of September 30, 2002 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 and his son) exchanged mutual releases with the
Trustee and others having claims to the Ship Mortgage Obligation.
Also, as set forth in Note 5 above, in separate transactions, we entered
into agreements to purchase all of the shares of outstanding stock of each of
MJQ Corporation and Leo Equity Group, Inc. Mr. Francis W. Murray is as of
October 2002, the owner of MJQ Corporation and has been an officer and director
of MJQ Corporation and a director of Leo Equity Group, Inc. In consideration of
the sale of the MJQ stock to us, we have agreed to assume $1.1 million of
indebtedness owing by Michael J. Quigley, III to Francis W. Murray and $2.6
million of indebtedness owing by Michael J. Quigley to Leo Equity Group, Inc.
Since Leo Equity Group, Inc. is assigning its right to receive payment of such
$2.6 million of indebtedness to us as payment of the success fee charged to Leo
Equity Group, Inc. in connection with the Master Settlement Agreement described
below, no cash outlay is expected to be made in assuming the indebtedness owing
to that entity. Mr. Murray has indicated that he would be willing to defer
payment of all or a portion of the assumed indebtedness owing to him. Final
terms for satisfaction of such indebtedness have not yet been completed. Closing
on the Leo Equity Group, Inc. purchase occurred on October 15, 2002 ( See Note
9-D). The purchase price payable by us for the stock in Leo Equity Group, Inc.
is $250,000, payable without interest in 10 monthly installments of $25,000
each. 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 $0.50 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. The purpose of our contracting for such
acquisitions is to enable us to continue the Palm Beach Princess business on a
long term basis, subject to our ability to finance the balance of the purchase
price for the Ship Mortgage Obligation due to the Trustee.
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 we 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. Leo Equity Group, Inc. has 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,
for payment of this obligation. We have deferred all income from these
transactions until such time as payment is received.
On July 12, 2002, we borrowed $300,000 from Francis W. Murray at an annual
interest rate of 6%. The note is due on demand and interest is payable monthly.
16
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For additional information regarding related party transactions see
Footnote 15 in the consolidated financial statements included in the Company's
Form 10-K for the fiscal year ended June 30, 2002.
(9) SUBSEQUENT EVENTS
(A) The Company did not pay the purchase price for the stock to be
purchased by it in July, 2002, under the Stock Purchase Agreement with the
Chapter 11 Trustee for the Bankruptcy Estate of Robert E. Brennan. The number of
shares to be purchased at that time is believed to be 1,785,000 shares, the
purchase price of which was $892,500. The Stock Purchase Agreement was amended
on October 30, 2002 whereby the Company agreed to buy up to 3,793,146 shares at
$.50 per share and the Trustee would accept payment in 12 equal installments
beginning December 13, 2002 with interest at 9%. The purchase price per share is
to be $.50 per share.
(B) Under the Purchase and Sale Agreement between the Company's subsidiary,
Palm Beach Princess, Inc., and the Brennan Chapter 11 Trustee, a balloon payment
of $9.75 million originally was scheduled to be due on July 31, 2002. The
Company exercised its right under the Purchase and Sale Agreement to extend the
time for payment thereof until October 31, 2002. On October 30, 2002, the
Purchase and Sale Agreement was amended to extend the closing date to January 6,
2003. See Note 5. There is a substantial risk that the Company may not be able
to borrow the necessary funds in order to make the balloon payment by the
extended closing date of January 6, 2003 in which case the Trustee may terminate
the Company's bareboat charter of the M/V Palm Beach Princess and the Company
may lose its only operating business.
(C) The Company and MJQ Development, LLC (the entity developing the ocean
front property in Ft. Lauderdale) have agreed in principle to a transaction for
MJQ Development, LLC to acquire our receivable for the golf course project in
Southern California.
(D) The Company closed on the stock purchase of Leo Equity Group, Inc. On
October 15, 2002. (See Notes 5 and 8)
(E) On October 25, 2002 the Company received a Letter of Interest for a
proposed $8 million financing, subject to additional due diligence. Principal
and interest of 7% per annum would be due monthly, based on a 5 year
amortization, with a balloon payment due 3 years from closing. Additionally the
bank would take a security interest (which may be subordinated to up to 3
million in prior liens) in our $10 million note due from the sale of our Garden
State Park property. It is the Company's intent to borrow an additional $2
million on this note to satisfy the entire payment of $9.75 million due to the
Trustee for the purchase of the Ship Mortgage. There can be no assurances that
the proposed loan will be received.
(F) In October 2002, Francis W. Murray purchased all of the outstanding
stock of MJQ Corporation from Michael J. Quigley III. See Notes 3, 5 and 8.
17
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2002
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 "Rise
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 general economic and business conditions;
o competition;
o execution of our new business strategy;
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 three month period ended September 30,
2002 included approximately $1.3 million in cash generated by the Palm Beach
Princess operations (prior to cash payments of 500,000 used for the payments to
the Chapter 11 Trustee of the Bankruptcy Estate of Robert E. Brennan). Such cash
flow was used, in part, to fund $500,000 of the payments on account of the
purchase price of the Ship Mortgage Obligation against the Palm Beach Princess
and $250,000 of extension fees to extend the closing under the Purchase and Sale
Agreement as described below and to explore other potential business
opportunities. We are exploring gaming related business opportunities in various
foreign countries and expect to continue to incur expenses for exploring
potential business opportunities in the future. As of September 30, 2002, we
have made loans of approximately $350,000 in relation to the foreign projects
and an additional $90,896 has been funded and expensed in various foreign
projects during the three months ended September 30, 2002. We are currently
dependent upon operations of the Palm Beach Princess vessel for substantially
all of our cash flow. We currently estimate that approximately $200,000 per
month is needed from operation of the vessel to cover overhead expenses of
International Thoroughbred Breeders, Inc.
Under our bareboat charter of the vessel, we are obligated to pay $50,000
per month as the charter hire fee to the vessel's owner, MJQ Corporation. In
order to obtain the bareboat charter, we negotiated and on February 20, 2002
entered into a Master Settlement Agreement with the Chapter 11 Trustee of the
Bankruptcy Estate of Robert E. Brennan (the "Trustee"), MJQ Corporation and
others. Pursuant to the Master Settlement Agreement we have incurred the
following financial commitments:
18
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2002
o For the purchase of the Ship Mortgage Obligation, we paid
$250,000 per month through July 31, 2002, and an additional $9.75
million balloon payment was due at that time. As permitted by the
Master Settlement Agreement we have extended the date for payment
of the balloon payment on a month-to-month basis until October
31, 2002 by paying extension fees of $70,000 for the first month,
an additional $80,000 for the second month and an additional
$100,000 for the third month. On October 30, 2002, the Master
Settlement Agreement was amended to provide for a further
extension of the due date for the Purchase and Sale Agreement
until January 6, 2003 by paying a first installment of $110,000
of a $220,000 extension fee with the balance due on December 1,
2002. If we fail to make the balloon payment by the extended date
of January 6, 2003 or otherwise are in default under the Purchase
and Sale Agreement for the Ship Mortgage Obligation, and such
default is not cured within the applicable grace period, then the
Trustee may elect to terminate the bareboat charter under which
we operate the vessel M/V Palm Beach Princess, and the Trustee
would then retain, as liquidated damages, all of the monthly
payments we previously had made but we would have no further
liability for payment of the purchase price. Upon such
termination, we also would be liable to the Trustee for any
amount by which the current liabilities assumed by the Trustee
pursuant to the Purchase and Sale Agreement exceed the current
assets acquired by the Trustee.
o We were obligated to purchase approximately 1,785,000 shares of
our common stock from the Trustee at $0.50 per share (aggregate
purchase price of approximately $892,500), on July 11, 2002. On
October 30, 2002, the Stock Purchase Agreement was amended to
provide for an extension of the due date on the purchase of the
shares until on December 13, 2002 whereby the Company agreed to
buy up to 3,793,146 shares at $.50 per share and the Trustee
would accept payment in 12 equal installments beginning December
13, 2002 with interest at 9%. The purchase price per share is to
be $.50 per share.
We also are committed to making the tenant improvements to new office space
at the Port of Palm Beach. The cost of such improvements is expected to be
approximately $600,000. We have received a commitment for financing such cost
and expect that funding will be available before November 30, 2002.
We will need to obtain approximately $10 million in financing in order to
make the balloon payment of the purchase price of the Ship Mortgage Obligation
due on January 6, 2003. We are seeking financing in order to fully pay such
obligation to the Trustee. Failure to obtain such financing may result in the
loss of our only operating business and source of working capital.
Substantially all of our revenues are currently derived from our operation
of the M/V Palm Beach Princess. The cash flow from operations of the vessel is
seasonal and we may generate excess funds in some months and insufficient funds
in other months. 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 our
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
19
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2002
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.
Other possible sources of cash include the two promissory notes we received
when we sold our Garden State Park real property in November, 2000 and our Las
Vegas real property in May, 2000. One such 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"), and the other promissory note is
in the face amount of $23 million, issued by Turnberry/Las Vegas Boulevard, LLC,
purchaser of our Las Vegas real property (the "$23 Million Note"). Under both
Notes, 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 in the case
of the $10 Million Note, and the next $23 million of distributable cash in the
case of the $23 Million Note, 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 these Notes cannot be predicted. We are attempting to borrow on
these Notes for additional working capital but such borrowing is expected to be
difficult to obtain as long as the timing and amounts of payments under the
Notes remain unpredictable.
While management believes that the $10 Million Note and the $23 Million
Note owned by us have substantial value and, ultimately, should generate
significant cash payments to us, the timing of receipt of any such payments
cannot be accurately predicted and we may not receive substantial payments under
the notes for one year or more. At the same time, we have utilized available
cash over the last several months, and expect to incur further costs in the
development of projects which, while believed by management to be worthwhile,
are expected to take more than one year before generating cash returns to us. We
will seek to borrow against the notes in order to obtain funds for our short
term obligations and current expenses and also for capital expenditures of any
new business we enter. However, there can be no assurance that we will be able
to borrow the necessary funds.
On October 25, 2002 the Company received a Letter of Interest for a
proposed $8 million financing, subject to additional due diligence. Principal
and interest of 7% per annum would be due monthly, based on a 5 year
amortization, with a balloon payment due 3 years from closing. Additionally the
bank would take a security interest (which may be subordinated to up to $3
million in prior liens) in our $10 million note due from the sale of our Garden
State Park property. It is the Company's intent to borrow an additional $2
million on this note to satisfy the entire payment of $9.75 million due to the
Trustee for the purchase of the Ship Mortgage. However, there can be no
assurances that the proposed financing will be received.
Our working capital as of September 30, 2002 was a negative ($2,302,247) as
compared to a negative ($2,200,346) at June 30, 2002. The decrease in working
capital during the past three months was primarily caused by the use of cash to
make payments of $500,000 on the Ship Mortgage Obligation, pay the extension
fees of $250,000 on the purchase and to fund on-going development projects
partially offset by the cash provided by operating activities.
20
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2002
Results of Operations for the Three Months Ended September 30, 2002 and 2001
Revenue from for the three months ended September 30, 2002 increased
$257,493 from $6,161,682 in Fiscal 2002 to $6,419,175 in Fiscal 2003 primarily
as a result of revenues generated by the Palm Beach Princess operations.
Expenses increased $294,507 from $5,684,554 in the three month period in Fiscal
2002 to $5,979,061 in Fiscal 2003 primarily the result of an increase in
financing costs primarily associated with the amended Purchase and Sale
Agreement for the Palm Beach Princess operation in the amount of $250,000, an
increase in development costs and a decrease in corporate general and
administrative expenses primarily the result of the relocation costs during the
prior fiscal year.
Effective April 30, 2001, we chartered the vessel M/V Palm Beach Princess
for the purpose of operating an entertainment and casino cruise business out of
the Port of Palm Beach, Florida. During the three months ending September 30,
2002, total revenue from the boat activities was $6,308,088 as compared to
$5,941,037 for the three months ended September 30, 2001. The increase in
revenue of $367,050 during the comparable quarters primarily resulted from an
increase in casino gaming revenue primarily the result of an increase in gaming
activity partially offset by a decrease in passenger fare revenue primarily the
result of a decrease in passenger count during the comparable quarters. Total
expenses before income taxes for the comparable periods increased $236,425 from
$5,043,299 for the three months ended September 30, 2001 to $5,279,724 for the
three months ended September 30, 2002 primarily as a net result of an increase
in marketing and promotional costs associated with the increase in the gaming
activity, $250,000 in financing fees offset by a decrease in other operating
expenses. Net income for the first quarter of operation in Fiscal 2003 was
$1,001,364 as compared to $897,739 in the comparable quarter of Fiscal 2002.
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 400 slot machines, all major table games (blackjack,
dice, roulette and poker), and a sports wagering book. During Fiscal 2003, out
of the 182 scheduled cruises, none were cancelled as compared to Fiscal 2002
where out of 182 scheduled cruises, 2 were cancelled for weather.
For the first quarter of Fiscal 2003, our income was $413,114 as compared
to income for the comparable period in prior fiscal year of $455,128 or $0.04
per share during each of the comparable quarters.
Inflation
To date, inflation has not had a material effect on the Company's
operations.
Item 4. - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure
that information required
21
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2002
to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. As
of November 14, 2002, we completed an evaluation, under the supervision and with
the participation of our management, including our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our chief executive
officer and chief financial officer concluded that the Company's disclosure
controls and procedures were effective.
CHANGES IN INTERNAL CONTROLS
There have not been any significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
22
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
Part II
OTHER INFORMATION
Item 6.
The Company did not file any reports on Form 8-K with respect to the
quarter ended September 30, 2002.
23
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.
November 19, 2002 /s/Francis W. Murray
----------------------------------------------------
Francis W. Murray, President, Chief Executive Officer
and Chief Financial Officer
24
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-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including 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 as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; 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:_______________
/s/Francis W.Murray____________
Chairman/Chief Executive Officer/Chief Financial Officer
25
Exhibit 99.1
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 three months
ended September 30, 2002 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
November 19, 2002
26
Exhibit 99.2
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 three months
ended September 30, 2002 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
November 19, 2002
27