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 December 31, 1995
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
International Thoroughbred Breeders, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-2332039
(I.R.S. Employer Identification No.)
P.O. Box 1232, Cherry Hill, New Jersey 08034
(Address of principal executive offices, Zip Code)
(609) 488-3838
(Registrant's telephone number, including area code)
(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 February 2, 1996
Common Stock, 11,451,445 Shares
$ 2.00 par value
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND JUNE 30, 1995
ASSETS
<TABLE>
December 31,
1995 June 30,
(UNAUDITED) 1995
<CAPTION>
CURRENT ASSETS:
<S> <C> <C>
Cash $ 3,338,022 $ 4,167,811
Short-Term Investments 15,759,747 7,633,483
TOTAL CASH AND CASH EQUIVALENTS 19,097,769 11,801,294
Restricted Cash and Investments 417,137 2,151,411
Accounts Receivable - Net 3,319,527 2,285,792
Prepaid Expenses 517,559 1,143,007
Other Current Assets 26,133 22,795
TOTAL CURRENT ASSETS 23,378,125 17,404,299
LAND, BUILDINGS, EQUIPMENT AND LIVESTOCK:
Land and Buildings 75,416,206 74,296,090
Construction In Progress 858,720 0
Equipment 3,911,937 3,666,168
Livestock 17,517 17,517
TOTAL LAND, BUILDINGS, EQUIPMENT
AND LIVESTOCK 80,204,380 77,979,775
LESS: Accumulated Depreciation 2,238,419 1,570,024
TOTAL LAND, BUILDINGS, EQUIPMENT
AND LIVESTOCK - NET 77,965,961 76,409,751
OTHER ASSETS:
Deposits and Other Assets 386,495 392,531
Goodwill - Net 3,207,168 3,262,464
TOTAL OTHER ASSETS 3,593,663 3,654,995
TOTAL ASSETS $ 104,937,749 $ 97,469,045
</TABLE>
See Notes to Financial Statements.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND JUNE 30, 1995
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
December 31,
1995 June 30,
(UNAUDITED) 1995
<CAPTION>
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 7,113,243 $ 6,656,061
Notes and Mortgages Payable - Current Portion 3,211,421 1,341,399
State Income Taxes Payable 81,294 115,600
TOTAL CURRENT LIABILITIES 10,405,958 8,113,060
DEFERRED INCOME 1,618,561 1,550,451
NOTES AND MORTGAGES PAYABLE
Long Term Portion 14,411,632 15,599,097
COMMITMENTS AND CONTINGENCIES 0 0
SHAREHOLDERS' EQUITY:
Series A (Convertible) Preferred Stock $100.00
Par Value,
Authorized 500,000 Shares, Issued and
Outstanding,
362,461 and 362,450 Shares, Respectively 36,246,075 36,244,975
Common Stock $2.00 Par Value, Authorized
25,000,000 Shares,
Issued and Outstanding, 11,451,453 and
9,551,386 Shares, Respectively 22,902,905 19,102,771
Capital in Excess of Par 13,596,570 11,959,643
Retained Earnings (subsequent to June 30, 1993,
date of quasi-reorganization,
total deficit eliminated $102,729,936) 5,756,048 4,899,048
TOTAL SHAREHOLDERS' EQUITY 78,501,598 72,206,437
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 104,937,749 $ 97,469,045
</TABLE>
See Notes to Financial Statements.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
Preferred
Number of
Shares Amount
<CAPTION>
<S> <C> <C>
BALANCE - JUNE 30, 1995 362,450 $ 36,244,975
Common Stock Shares Issued --- ---
Shares Issued for Fractional Exchanges
With Respect to the
One-for-twenty Reverse Stock Split effected
on March 13, 1992 11 1,100
Net Income for the Six Months Ended
December 31, 1995 --- ---
BALANCE - DECEMBER 31, 1995 362,461 $ 36,246,075
</TABLE>
<TABLE>
Common
Number of
Shares Amount
<CAPTION>
<S> <C> <C>
BALANCE - JUNE 30, 1995 9,551,386 $ 19,102,771
Common Stock Shares Issued 1,900,000 3,800,000
Shares Issued for Fractional Exchanges
With Respect to the
One-for-twenty Reverse Stock Split effected
on March 13, 1992 67 134
Net Income for the Six Months Ended
December 31, 1995 --- ---
BALANCE - DECEMBER 31, 1995 11,451,453 $ 22,902,905
</TABLE>
<TABLE>
Capital
in Excess Retained
of Par Earnings
<CAPTION>
<S> <C> <C>
BALANCE - JUNE 30, 1995 $ 11,959,643 $ 4,899,048
Common Stock Shares Issued 1,638,162 ---
Shares Issued for Fractional Exchanges
With Respect to the
One-for-twenty Reverse Stock Split effected
on March 13, 1992 (1,234) ---
Net Income for the Six Months Ended
December 31, 1995 --- 857,000
BALANCE - DECEMBER 31, 1995 $ 13,596,570 $ 5,756,048
</TABLE>
<TABLE>
Total
<CAPTION>
<S> <C>
BALANCE - JUNE 30, 1995 $ 72,206,437
Common Stock Shares Issued 5,438,162
Shares Issued for Fractional Exchanges
With Respect to the
One-for-twenty Reverse Stock Split effected
on March 13, 1992 ---
Net Income for the Six Months Ended
December 31, 1995 857,000
BALANCE - DECEMBER 31, 1995 $ 78,501,598
</TABLE>
See Notes to Financial Statements.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
Three Months Ended
December 31,
1995 1994
<CAPTION>
<S> <C> <C>
REVENUES:
Revenue from Operations $ 20,586,034 $ 10,516,821
Investment Income (88,735) 210,496
TOTAL REVENUES 20,497,299 10,727,317
EXPENSES:
Cost of Revenues 7,529,308 3,234,960
Operating Expenses 9,502,444 5,667,763
Depreciation & Amortization 375,641 144,156
General & Administrative Expenses 1,707,781 1,322,572
Interest Expense 283,234 0
TOTAL EXPENSES 19,398,408 10,369,451
INCOME FROM OPERATIONS
BEFORE TAXES 1,098,891 357,866
Income Tax Expense 91,475 0
NET INCOME $ 1,007,416 $ 357,866
NET INCOME PER SHARE $ 0.10 $ 0.04
</TABLE>
<TABLE>
Six Months Ended
December 31,
1995 1994
<CAPTION>
<S> <C> <C>
REVENUES:
Revenue from Operations $ 34,148,787 $ 17,610,828
Investment Income 103,630 702,703
TOTAL REVENUES 34,252,417 18,313,531
EXPENSES:
Cost of Revenues 11,208,117 4,513,337
Operating Expenses 16,957,041 10,300,015
Depreciation & Amortization 730,256 286,486
General & Administrative Expenses 3,809,075 2,809,216
Interest Expense 568,653 0
TOTAL EXPENSES 33,273,142 17,909,054
INCOME FROM OPERATIONS
BEFORE TAXES 979,275 404,477
Income Tax Expense 122,275 0
NET INCOME $ 857,000 $ 404,477
NET INCOME PER SHARE $ 0.09 $ 0.04
</TABLE>
See Notes to Financial Statements.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
Six Months End
December 31,
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1995
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash Received from Customers $ 33,178,162
Cash Paid to Suppliers and Employees (30,709,591)
Interest Received 216,152
Interest Paid (166,233)
Cash Used to Purchase Trading Securities (300,000)
Cash Received from Sale of Trading Securities 67,485
Change in Restricted Cash & Investments 1,734,274
NET CASH PROVIDED BY OPERATIONS 4,020,249
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Livestock 5,000
Proceeds from Sale of Equipment 0
Payment on Option to Purchase Freehold Racetrack 0
Capital Expenditures (1,793,677)
(Increase) Decrease in Other Investment Activity (7,314)
NET CASH USED BY INVESTING ACTIVITIES (1,795,991)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Common Stock 5,438,162
Principal Payments on Long Term Notes (365,944)
NET CASH USED BY FINANCING ACTIVITIES 5,072,217
NET INCREASE IN CASH AND CASH EQUIVALENTS 7,296,475
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 11,801,294
CASH AND CASH EQUIVALENTS AT
END OF THE PERIOD $ 19,097,769
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities
During the six months ended December 31, 1995, Land and Improvements
at a total cost of $975,000 was financed through Long Term Note.
During the six months ended December 31, 1995, the Company recorded
an unrealized holding loss of $180,000 on trading securities.
See Notes to Financial Statements.
<TABLE>
Six Months End
December 31,
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1994
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash Received from Customers $ 17,114,809
Cash Paid to Suppliers and Employees (19,586,605)
Interest Received 406,725
Interest Paid 0
Cash Used to Purchase Trading Securities 0
Cash Received from Sale of Trading Securities 900,000
Change in Restricted Cash & Investments 2,420,848
NET CASH PROVIDED BY OPERATIONS 1,255,777
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Livestock 178,359
Proceeds from Sale of Equipment 8,500
Payment on Option to Purchase Freehold Racetrack (1,150,000)
Capital Expenditures (313,772)
(Increase) Decrease in Other Investment Activity (7,572)
NET CASH USED BY INVESTING ACTIVITIES (1,284,485)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Common Stock 0
Principal Payments on Long Term Notes (25,000)
NET CASH USED BY FINANCING ACTIVITIES (25,000)
NET INCREASE IN CASH AND CASH EQUIVALENTS (53,708)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 16,076,091
CASH AND CASH EQUIVALENTS AT
END OF THE PERIOD $ 16,022,382
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities
During the six months ended December 31, 1995, Land and Improvements
at a total cost of $975,000 was financed through Long Term Note
During the six months ended December 31, 1995, the Company recorded
an unrealized holding loss of $180,000 on trading securities.
See Notes to Financial Statements.
<PAGE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Consolidation - The accounts of all wholly owned
subsidiaries are included in the consolidated financial
statements. All material intercompany transactions have been
eliminated.
(B) Classifications - Certain prior year amounts have been
reclassified to conform with the current year's presentation.
(C) Allowance for Bad Debts - The Company recognizes bad
debts on the allowance method. Bad debt allowance at December 31,
1995 was $20,000.
(D) Construction in Progress - Construction in progress
represents development costs in conjunction with the acquisition
of the El Rancho Hotel and Casino (See Note 11) which the Company
defers such as legal and consulting fees, license applications
and land acquisitions incurred for prospective gaming projects.
Such costs totaling $858,720 are included in construction in
progress in the accompanying consolidated balance sheet at
December 31, 1995. It is anticipated that these costs will be
expensed assuming the opening of a casino on the premises which
is tentatively scheduled for sometime in 1998.
(E) Goodwill - Goodwill is the excess of the cost of
acquired net assets over their fair value. It is being amortized
over 30 years under the straight line method. Accumulated
amortization at December 31, 1995 is $390,461.
Management of the Company evaluates the periods of goodwill
amortization to determine whether later events and circumstances
warrant revised estimates of useful lives. Management also
evaluates whether the carrying value of goodwill has become
impaired. This evaluation is done by analyzing the projected
undiscounted cash flow from related operations.
(F) Revenue Recognition - The Company recognizes the
revenues associated with horse racing at Garden State Park and
Freehold Raceway as they are earned. Costs and expenses
associated with horse racing revenues are charged against income
in those periods in which the horse racing revenues are
recognized. Other costs and expenses are recognized as they
actually occur throughout the year. Deferred income primarily
consists of prepaid purse income.
(G) Deferred Income Taxes - Deferred income taxes reflect
the tax consequences on future years of differences between the
tax bases of assets and liabilities and their financial reporting
amounts.
(H) Cash Flows - The Company considers all highly liquid
debt instruments purchased with a maturity of three months or
less to be cash equivalents.
(I) Concentrations of Credit Risk - As of December 31, 1995,
financial instruments which potentially subject the Company to
concentrations of credit risk are cash and cash equivalents and
receivables arising primarily from event planning customers whose
credit is routinely evaluated. 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. The Company believes no significant
concentration of credit risk exists with respect to these cash
investments.
(2) OPINION OF MANAGEMENT
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three and six months ended December 31,
1995 are not necessarily indicative of the results that may be
expected for the year ended June 30, 1996. The unaudited
consolidated financial statements should be read in conjunction
with the consolidated financial statements and footnotes thereto
included in the Company's Form 10-K for the year ended June 30,
1995.
(3) NOTES AND MORTGAGES PAYABLE
The following table summarizes the outstanding notes and
mortgages payable with regard to the purchase of Freehold
Raceway:
<TABLE>
December 31, 1995
Interest % Current Long-Term
<CAPTION>
<S> <C> <C> <C>
Mortgage 80% of Prime $625,000 $11,875,000
(not to exceed 6%)
Mortgage 80% of Prime 225,000 2,153,299
Note Prime 1,685,000 0
Totals $2,535,000 $14,028,299
</TABLE>
On July 21, 1995, Freehold Raceway completed the purchase of a
4.659 acre section of land, previously leased for parking space,
from an unrelated party. The purchase price was $975,000 with
$400,000 plus accrued interest to be paid in cash on January 2,
1996 and the balance financed by a three year $575,000 note at an
eight percent per annum rate. The note, secured by a purchase
money mortgage on the land, is payable in three yearly principal
installments of $191,666 commencing July 31, 1996 plus accrued
interest. At December 31, 1995, $591,666 of the principal
balance was classified as short term and $383,334 was classified
as long term.
(4) INCOME TAX EXPENSE
Effective July 1, 1993, the Company adopted the provisions
of Statement of Financial Standards (SFAS) No. 109, Accounting
for Income Taxes. This Statement requires that deferred income
taxes reflect the tax consequences on future years of differences
between the tax bases of assets and liabilities and their
financial reporting amounts. The effect of adoption of this
Statement on current and prior financial statements is
immaterial.
When the Company incurs income taxes in the future, any
future income tax benefits resulting from the utilization of net
operating losses and other carryforwards existing at June 30,
1993 to the extent resulting from a quasi-reorganization of the
Company's assets effective June 30, 1993, will be excluded from
the results of operations and credited to paid in capital.
Freehold Raceway incurred a state income tax liability for
the three and six months ended December 31, 1995 and does not
have the benefit of any state income tax loss carryforwards to
offset this liability. A provision of $91,475 and $122,275 was
made for the respective three and six month periods for this
liability.
A reconciliation of income tax expense at the Federal
statutory rate to income tax expense at the Company's effective
rate is as follows:
<TABLE>
Three Months Ended December 31,
1995 1994
<CAPTION>
<S> <C> <C>
Income Taxes at
the Federal Statutory Rate $373,623 $121,674
Utilization of Tax
Depreciation (373,623) (121,674)
State Income Tax -
Net of Federal Tax
Benefit 91,475 0
Provisions of Income Taxes $91,475 $0
</TABLE>
<TABLE>
Six Months Ended December 31,
1995 1994
<CAPTION>
<S> <C> <C>
Income Taxes at
the Federal Statutory Rate $332,953 $137,522
Utilization of Tax
Depreciation (332,953) (137,522)
State Income Tax -
Net of Federal Tax
Benefit 122,275 0
Provisions of Income Taxes $122,275 $0
</TABLE>
At June 30, 1993, the Company went through a quasi-reorganization in
accordance with generally accepted accounting
principles. The effect of the quasi-reorganization was to
decrease asset values for financial reporting, but not for
Federal income tax purposes. Accordingly, depreciation expense
for Federal income tax purposes continues to be based on amounts
that do not reflect the accounting quasi-reorganization.
The Company has a net operating loss carryforward of
approximately $165,000,000 at December 31, 1995, expiring in the
years after June 30, 2001 through June 30, 2009. SFAS No. 109
requires the establishment of a deferred tax asset for all
deductible temporary differences and operating loss
carryforwards. Because of the uncertainty that the Company will
generate income in the future sufficient to fully or partially
utilize these carryforwards, however, any deferred tax asset is
offset by an allowance of the same amount pursuant to SFAS No.
109. Accordingly, no deferred tax asset is reflected in these
financial statements.
(5) COMMITMENTS AND CONTINGENCIES
The Company's wholly owned subsidiary, International
Thoroughbred Gaming Development Corporation (ITG), is responsible
for implementing the development of casino gaming business
opportunities. In January 1996, the Company purchased the El
Rancho Hotel and Casino property from an unrelated party, Las
Vegas Entertainment Network, Inc. ("LVEN"). The Company plans to
develop the site through Orion Casino Corporation, a newly formed
wholly owned Nevada subsidiary of ITG. The acquisition of the
twenty-one acre El Rancho property, which is located on the Las
Vegas strip, was for $43.5 million in cash and notes, plus
contingent consideration of up to $160 million (but not as a part
of the purchase price), which is dependent on future "adjusted
cash flow" as contractually defined, to LVEN from the
development of the property by Orion. The purchase price of
$43,500,000 consisted of approximately $12.5 million paid in cash
(exclusive of final adjustments) with the balance financed by:
1) a $6.5 million unsecured mortgage note due March 15, 1996 at
an 8% interest rate; 2) assumption of a $14 million first
mortgage note, which is due December 20, 1996, secured by the
land and building at a 13% interest rate (the Company and LVEN
are each responsible for one-half of the 13% interest payments
due on July 25, 1996 and December 20, 1996); and 3) a $10.5
million second mortgage note which is payable only to the extent
that certain contingent events occur. (See Note 11) In addition
to the funds capitalized during this fiscal year of approximately
$850,000, the Company is committed to approximately $3,200,000
per year in carrying costs, related to the above described
project. The Company's financial commitment could increase if
circumstances warrant.
On November 2, 1995, Robert E. Brennan resigned as Chairman
of the Board and Chief Executive Officer of the Company. Mr.
Brennan resigned these positions at the urging of the Company's
Board of Directors based on actions taken by New Jersey
regulatory authorities which oversee the casino and horse racing
industries in the state. The New Jersey Division of Gaming
Enforcement ("Division") filed a complaint with the New Jersey
Casino Control Commission ("Commission") seeking to prohibit the
Company's two racetracks, Garden State Park ("Garden State") and
Freehold Raceway ("Freehold") from conducting industry business
with any casino licensees. Garden State and Freehold currently
receive revenues from parimutuel wagering on races, including
their own, simulcast to certain of the Atlantic City casinos.
The Division based its complaint on the fact that Mr. Brennan,
who is also a principal shareholder of the Company, had been
found in a June 1995 decision by Judge Richard Owen of the United
States District Court for the Southern District of New York to be
"liable for violating federal securities laws in the years 1982
to 1985." None of the alleged securities law violations involved
the Company, its securities, or its operations. The Division
claims that Mr. Brennan's participation in the Company's
racetrack subsidiaries "would be inimical to the policies of the
Casino Control Act" and according to the Division, this would
disqualify him and the Company's two New Jersey racetracks from
continued licensure with the Commission. Mr. Brennan has denied
committing any violations of the federal securities laws and is
currently appealing Judge Owen's decision.
The Division subsequently indicated a willingness to seek to
resolve the complaint provided that Mr. Brennan resign as
Chairman of the Board and a director of the Company and provided
further that Mr. Brennan enter into an agreement which would
place his approximately 2,900,000 shares of the Company's common
stock into an irrevocable dispositive trust, which would provide
for the liquidation of all such shares if the United States Court
of Appeals for the Second Circuit affirms Judge Owen's decision.
he Company and Mr. Brennan continue to engage in settlement
discussions with the Division and the Commission regarding this
matter.
The Company was also advised by the New Jersey Racing
Commission, which annually grants permits for the conduct of
parimutuel racing at Garden State and Freehold, that the Racing
Commission is considering the issuance
of a Notice of Intention to suspend or revoke the permits held by
Garden State and Freehold based on Judge Owen's
decision. At a subsequent meeting, a representative of the
Racing Commission indicated that the previously described
proposed resolution by the Division regarding Mr. Brennan would
be presented to the Racing Commission for its consideration. The
Racing Commission is currently engaged in discussions with the
Company and with Mr. Brennan seeking to resolve this matter.
George E. Norcross III and Roger Bodman have been elected to
the Company's Board of Directors filling the vacancies created by
the resignation of Mr. Brennan and an earlier unrelated
resignation of another board member. Robert J. Quigley has been
elected to serve the balance of Mr. Brennan's term as Chairman of
the Board.
In December 1995, Garden State Race Track, Inc. entered into
an agreement with an unaffiliated party, The Four B's of
Vineland, New Jersey, to sell a 56 acre parking lot tract at the
Garden State Park which is presently unused for racing purposes.
This property has previously been the subject of a development
agreement between the Company and Gale and Wentworth of Florham
Park, New Jersey. The contract calls for a purchase price of $11
million for the property, subject to normal closing adjustments.
The agreement, which is subject to standard real estate
contingencies including the receipt of all necessary governmental
approvals to construct a retail shopping center of approximately
300,000 square feet on the site, also provides the purchaser a
period of time to evaluate the feasibility of the project. No
assurances can be given that the purchaser will proceed with the
contract after that period of time has expired or, if it does,
that all contingencies will be met thereafter.
(6) INVESTMENT INCOME
Investment income consists of interest income and realized
and unrealized gains on trading securities. In computing the
realized gain, cost was determined under the specific
identification method.
Management determines the appropriate classification of its
investments in debt and equity securities at the time of purchase
and reevaluates such determination at each balance sheet date.
Trading securities are securities bought and held principally for
the purpose of selling them in the near term and are reported at
fair value, with unrealized gains and losses included in
operations for the current year.
Investment loss for the three months ended December 31, 1995
includes an unrealized holding loss of $230,000 on trading
securities. Investment income for the six months ended December
31, 1995 includes the unrealized holding loss of $230,000
recognized during the second quarter offset by an unrealized
holding gain of $50,000 on trading securities recognized during
the first quarter of the fiscal year. For the three and six
months ended December 31, 1994, there were no unrealized holding
gains or losses. Interest income for the three and six months
ended December 31, 1995 was $141,265 and $283,630, respectively,
and $210,496 and $362,703 for the respective three and six month
period in fiscal 1995.
(7) REGULATION S STOCK OFFERING
In December 1995, the Company completed a Regulation S
"Offshore" private offering to four foreign investors for 1.9
million shares of Common Stock at a price per share of $3.00.
The proceeds of approximately $5,440,000, net of expenses, will
be used by the Company for working capital purposes and to fund
possible future acquisitions. (See Note 11)
(8) NET INCOME PER SHARE
Income per share for the three and six month periods ended
December 31, 1995 and 1994 is computed on the weighted average
number of shares outstanding. The Convertible Preferred Stock
has not been included in the computations because the conversion
period has expired. The number of shares used in the
computations were 9,660,627 and 9,551,328 for the three months
ended December 31, 1995 and 1994, respectively and for the
respective six month periods were 9,603,043 and 9,551,314.
(9) PRO FORMA INFORMATION
On February 2, 1995, ITB completed the purchase of all of
the outstanding stock of Freehold Raceway.
The following unaudited pro forma combined results of
operations for the six months ended December 31, 1994 account for
the acquisition as if it had occurred on July 1, 1994. The pro
forma results give effect to depreciation of fixed assets
purchased, amortization of goodwill, and interest expense.
<TABLE>
Pro Forma Combined Results of Operations
For The Six Months Ended December 31,
1994
<CAPTION>
<S> <C>
Total Revenues $36,350,388
Net Earnings (Loss) 1,866,010
Net Earnings (Loss)
Per Common Share $0.19
Weighted Average Number of
Shares Outstanding 9,551,314
</TABLE>
These pro forma amounts may not be indicative of results
that actually would have occurred if the combination had been in
effect on the dates indicated or which may be obtained in the
future.
(10) NEW AUTHORITATIVE PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities", is effective for fiscal years beginning after
December 15, 1993. The Company adopted SFAS 115 on June 30,
1994. (See Note 3) The adoption of SFAS No. 115 did not have a
material effect on the financial statements.
SFAS No. 114, "Accounting by Creditors for Impairment of a
Loan" is effective for fiscal years beginning after December 15,
1994. The Company does not have any loans that are subject to an
impairment assessment as defined by SFAS No. 114.
SFAS No. 121, "Accounting For the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" is effective
for fiscal years beginning after December 15, 1995. The Company
will adopt SFAS 121 on July 1, 1996. The adoption of SFAS No.
121 will not have a material effect on the financial statements.
(11) SUBSEQUENT EVENTS
On January 24, 1996, the Company purchased the El Rancho
Hotel and Casino property from an unrelated party, Las Vegas
Entertainment Network, Inc. ("LVEN"). The Company plans to
develop the site through Orion Casino Corporation, a newly formed
wholly owned Nevada subsidiary of ITG. The acquisition of the
twenty-one acre El Rancho property, which is located on the Las
Vegas strip, was for $43.5 million in cash and notes, plus
contingent consideration of up to $160 million (but not as a part
of the purchase price), which is dependent on future "adjusted
cash flows" as contractually defined.
The purchase price of $43,500,000 consisted of approximately
$12.5 million paid in cash (exclusive of final adjustments) with
the balance financed by: 1) a $6.5 million unsecured mortgage
note due March 15, 1996 at an 8% interest rate; 2) assumption of
a $14 million first mortgage note, which is due December 20,
1996, secured by the land and building at a 13% interest rate
(the Company and LVEN are each responsible for one-half of the
13% interest payment due on July 25, 1996 and December 20, 1996);
and 3) a $10.5 million second mortgage note which is payable only
to the extent that certain contingent events occur.
The following unaudited pro forma combined results of
operations account for the acquisition as if it had occurred on
July 1, 1994.
<TABLE>
Pro Forma Combined Results of Operations
For The Six Months Ended December 31,
1995 1994
<CAPTION>
<S> <C> <C>
Total Revenues $ 33,927,417 $17,988,531
Net Income(Loss) (1,175,500) (1,628,023)
Net Income(Loss) Per Share $ (0.12) $ (0.17)
</TABLE>
The pro forma results give effect to additional expenses
which are generated directly by the acquisition.
On February 6, 1996, the Company announced that Robert J.
Quigley was named President of the Company effective February 12,
1996. He has been a director of ITB since its inception in 1980
and previously served as President of ITB from March, 1988 to
June, 1992.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1994 AND 1993
An independent accountant has reviewed the financial
information herein in accordance with standards established by
the American Institute of Certified Public Accountants. All
adjustments and additional disclosures proposed by said
independent accountants have been reflected in the data
presented.
REVIEW REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
International Thoroughbred Breeders, Inc.
and Subsidiaries
We have reviewed the accompanying consolidated balance sheet of
International Thoroughbred Breeders, Inc., and subsidiaries as of
December 31, 1995, and the related consolidated statement of
shareholders' equity for the six month period then ended, the
consolidated statements of operations for the three and six month
periods ended December 31, 1995 and 1994, and the consolidated
statement of cash flows for the six month periods ended December
31, 1995 and 1994. These financial statements are the
responsibility of the company's management.
We conducted our reviews in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the consolidated financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet as of
June 30, 1995, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year
then ended (not presented herein); and in our report dated
September 25, 1995, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance
sheet as of June 30, 1995, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from
which it has been derived.
MORTENSON AND ASSOCIATES, P.C.
Certified Public Accountants
Cranford, NJ
February 5, 1996
<PAGE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
FOR THE QUARTER ENDED DECEMBER 31, 1995
AND FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
OPERATIONS
Total revenues for the three months ended December 31, 1995
and 1994 were $20,497,299 and $10,727,317 respectively. Total
revenues for the six months ended December 31, 1995 and 1994 were
$34,252,417 and $18,313,531 respectively. The approximate 87%
and 91% increases are primarily the net result of the purchase of
Freehold Raceway in January, 1995, which significantly increased
racetrack revenues during the comparable periods.
The Company realized net income from operations before taxes
of $1,007,416 and $857,000 for the respective three and six month
periods ended December 31, 1995 as compared to net income from
operations before taxes of $357,866 and $404,477 for the
comparable periods in fiscal 1995. The increases of $452,523 and
$647,550 in net income before taxes for the six and three month
periods just ended primarily resulted from: 1) the net increased
income generated by the purchase of Freehold Raceway reduced by a
decrease in net income generated by Garden State Park;
partially offset by 2) increased interest expense of $568,653 and
$283,234 primarily associated with the mortgages on Freehold
Raceway for the comparable periods;and 3) a decrease in
investment revenue for the six and three month periods.
Depreciation expense for the six and three months ended
December 31, 1995 was $730,256 and $375,641 reflecting a $443,770
and $231,485 increase for the comparable periods primarily
associated with the purchase of Freehold Raceway.
Garden State Park:
During the three and six months ended December 31, 1995,
Garden State Park realized income of $187,723 and $254,036,
respectively before income tax and interest due the parent
company of $3,418,201 and $6,788,601 for the respective three and
six month periods.
Quarterly and year-to-date net income at Garden State Park
for the current fiscal year as compared to the net losses for
last year are as follows:
<TABLE>
Net Income Net
Fiscal 1996 Fiscal 1995 Decrease
<CAPTION>
<S> <C> <C> <C>
1st Quarter $ 66,313 $ 295,903 $ (229,590)
2nd Quarter 187,723 557,014 (369,291)
Year-to-Date $ 254,036 $ 852,917 $ (598,881)
</TABLE>
During the three months ended December 31, 1995, Garden State
Park's revenue decreased $285,242 or 3% when compared to the same
period last year, primarily reflecting the net effect of: 1) an
18% decrease in revenues generated from the simulcasting of
Garden State Park races into other New Jersey racetracks; 2) a
33% decrease in revenues generated from the simulcast of other
New Jersey racetracks into Garden State Park; 3) a 16% decrease
in revenues generated by live on-track racing; partially offset
by 4) a 46% increase in revenues generated from the simulcasting
of the live races to out-of-state racetracks. Expenses increased
$84,049 or 1% for the three months ending December 31, 1995 when
compared to the same period last year. The decrease in revenues
and increase in expenses primarily accounted for the racetrack
realizing net income from operations of $187,723 for the three
months ended December 31, 1995 as compared to income of $557,014
during the three months ended December 31, 1994.
During the six months ended December 31, 1995 Garden State's
revenue decreased $1,014,717 or 6% when compared to the same
period last year, primarily reflecting the net effect of: 1)
decreased revenues generated by simulcasting to and from the
other New Jersey racetracks; 2) decreased revenues generated by
live on-track racing; and 3) the increased revenues generated by
out-of-state simulcasting as discussed above. Expenses decreased
$415,836 or 3% for the six months ending December 31, 1995 when
compared to the same period last year primarily as a result of a
decrease in general and administrative costs. As a result of
decreased revenues and expenses, Garden State Park realized
income of $254,036 for the first half of fiscal 1996 as compared
to income of $852,917 for the first half of fiscal 1995.
Garden State Park's 1995 Standardbred (Harness) Racing Meet
began September 8, 1995 and ran 53 dates on a four night per week
basis until December 9, 1995.
On-track wagering during the 1995 Harness Meet, through
December 9, 1995, averaged $182,103 over 53 dates of live racing.
During the 1994 Harness Meet in fiscal 1995, on-track wagering
averaged $207,747 over 55 dates of live racing.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
FOR THE QUARTER ENDED DECEMBER 31, 1995
AND FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
The following summarizes th average handle associate
simulcast activity at Garden State Park during the first
of both fiscal 1996 and 1995.
<TABLE>
July 1 thru December
FISCAL 1996
Number Average
of Days Handle
<CAPTION>
SIMULCAST OF GARDEN STATE
PARK RACES TO:
<S> <C> <C> <C>
In-State Tracks and Casinos (S) 53 $ 427,785
Out-Of-State Tracks (S) 53 929,190
SIMULCAST OF RACES TO GARDEN
STATE PARK FROM:
Monmouth Park (T) 48 $ 70,985
Atlantic City Racetrack (T) 38 46,048
The Meadowlands (T) 66 76,023
Freehold Racetrack (S) 99 29,426
The Meadowlands (S) 36 76,122
Out-Of-State Tracks (T,S) 182 229,560
</TABLE>
T=Thoroughbred Races S=Standardbred (Harn
<TABLE>
July 1 thru December
FISCAL 1995
Number Average
of Days Handle
<CAPTION>
SIMULCAST OF GARDEN STATE
PARK RACES TO:
<S> <C> <C> <C>
In-State Tracks and Casinos (S) 55 $ 492,100
Out-Of-State Tracks (S) 55 658,699
SIMULCAST OF RACES TO GARDEN
STATE PARK FROM:
Monmouth Park (T) 49 $ 86,378
Atlantic City Racetrack (T) 40 69,464
The Meadowlands (T) 69 106,952
Freehold Racetrack (S) 109 34,353
The Meadowlands (S) 37 95,697
Out-Of-State Tracks (T,S) 183 218,306
</TABLE>
T=Thoroughbred Races S=Standardbred (Harn
Garden State Park's 1996 Thoroughbred Meet began January 12,
1996 and is scheduled to run through May 24, 1996. Racing was
conducted three times a week during the month of January and is
scheduled for four nights a week during the remainder of the
meet, for a total of 72 racing dates. Racing will be conducted
at night on all dates included in the schedule. As of February
2, 1996, severe inclement weather, which has affected the
northeastern portion of the United States, has caused the Company
to cancel 5 out of its intended 11 nights of scheduled
Thoroughbred racing and five nights of simulcast receiving.
Attendance and handles on many of the completed live racing
programs were also adversely affected by weather conditions. It
is anticipated that this severe weather, which has also caused
most other racetracks in the northeastern United States to limit
their live racing programs, will have an adverse impact on
earnings from live racing programs in January and February which
will be included in the Company's third quarter results. At this
time it is uncertain whether all or a portion of the lost live
racing days will be rescheduled.
The Company has received approval from the New Jersey Racing
Commission to run a 53 night harness meet from September 6
through December 7, 1996.
Freehold Raceway:
The Company completed the outstanding stock acquisition of
Freehold Racing Association, Inc. ("FRA") and Atlantic City
Harness, Inc., ("ACH") the operating companies of Freehold
Raceway, and CIRCA 1850, Inc., a small real estate holding
company to be effective for operations as of January 1, 1995.
Freehold Raceway revenues for the three and six month periods
ended December 31, 1995 were $10,484,104 and $17,653,454
respectively. Expenses for the respective three and six month
periods were $8,739,257 and $15,122,538. During the three and
six months ended December 31, 1995, Freehold Raceway realized
income of $1,744,847 and $2,530,916, respectively before income
tax and interest due the parent company of $157,119 and $199,794
for the respective three and six month periods.
As of February 3, 1996, severe inclement weather, which has
affected the northeastern portion of the United States, has
caused the Company to cancel 4 days of Freehold's scheduled live
ACH racing days and 3 days of simulcast receiving. Attendance
and handles on many of the completed live racing programs were
also adversely affected by weather conditions. It is anticipated
that this severe weather, which has also caused most other
racetracks in the northeastern United States to limit their live
racing programs, will have an adverse impact on earnings from
live racing programs in January and February which will be
included in the Company's third quarter results. At this time it
is uncertain whether all or a portion of the lost live racing
days will be rescheduled.
The Company has received approval from the New Jersey Racing
Commission to run a 99 day FRA harness meet from August 15
through December 31, 1996.
During Fiscal 1996, Freehold Raceway will race under two
separate identities. FRA will race 101 days from August 17, 1995
thru December 30, 1995. ACH has received approval from the New
Jersey Racing Commission to race 108 days from January 1, 1996
through May 27, 1996.
The following table summarizes the average live on-track
handle for the six month fiscal period.
<TABLE>
Fiscal 1996 Fiscal 1995
Number Average Number Average
of Days Handle of Days Handle
<CAPTION>
<S> <C> <C> <C> <C>
FRA - July 1
thru Dec. 31 (6 Months) 99 $ 283,361 109 $323,079
</TABLE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
FOR THE QUARTER ENDED DECEMBER 31, 1995
AND FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
The following summarizes the average handle associated with the
simulcast activity at Freehold Raceway during the six months
ended December 31, 1995 and 1994.
<TABLE>
July 1 thru December 31,
FISCAL 1996
Number Average
of Days Handle
<CAPTION>
SIMULCAST OF FREEHOLD
RACEWAY PARK RACES TO:
<S> <C> <C> <C>
In-State Tracks and Casinos (S) 99 $ 194,164
Out-Of-State Tracks (S) 99 392,704
SIMULCAST OF RACES TO
FREEHOLD RACEWAY FROM:
Atlantic City Racetrack (T) 38 $ 37,932
The Meadowlands (T) 66 51,717
Garden State Park (S) 53 80,887
The Meadowlands (S) 35 148,714
Out-Of-State Tracks (T,S) 169 230,046
</TABLE>
T=Thoroughbred Races S=Standardbred (Harness) Race
<TABLE>
July 1 thru December 31,
FISCAL 1995
Number Average
of Days Handle
<CAPTION>
SIMULCAST OF FREEHOLD
RACEWAY PARK RACES TO:
<S> <C> <C> <C>
In-State Tracks and Casinos (S) 109 $ 212,676
Out-Of-State Tracks (S) 109 292,914
SIMULCAST OF RACES TO
FREEHOLD RACEWAY FROM:
Atlantic City Racetrack (T) 39 $ 54,053
The Meadowlands (T) 69 63,736
Garden State Park (S) 55 83,228
The Meadowlands (S) 35 150,317
Out-Of-State Tracks (T,S) 169 188,921
</TABLE>
T=Thoroughbred Races S=Standardbred (Harness) Race
LIQUIDITY AND FINANCIAL RESOURCES
Consolidated and Racetracks
The Company's working capital as of December 31, 1995 was
$12,972,167 which represents a decrease of $2,959,342 from the
first half of fiscal 1995. The decrease from December 31, 1994
is primarily the net result of: 1) the utilization of
approximately $5,300,000 in cash associated with the purchase of
Freehold racetrack; 2) the utilization of approximately $850,000
associated with the acquisition of property to be used for future
gaming projects (See Notes 1 & 11); 3) an net increase in cash
of approximately $5,440,000 as a result of a Regulation S
"Offshore" private offering (See Note 6); and 4) increased cash
flows from operations. Working capital increased $3,680,928 from
June 30, 1995 primarily as a result of: 1) the increase in cash
as a result of the offshore offering; and 2) increased cash
flows from operations as discussed above; partially offset by
3) the reclassification of $1,325,000 from long term notes
payable to current (See Note 1-C); and 4) an increase in short
term debt of $591,667 as a result of the purchase of land at
Freehold Raceway (See Note 2-D).
It is currently estimated that the Company is committed to a
minimum of $3,200,000 per year in carrying costs for the El
Rancho Hotel and Casino property, purchased on January 24, 1996,
which includes interest, real estate taxes, security, maintenance
and other related costs. A promissory note associated with the
purchase of the El Rancho Hotel and Casino in Las Vegas, Nevada
in the amount of $6,500,000 together with accrued interest at a
rate of 8% is due on March 15, 1996 and an assumed $14,000,000
first mortgage note at a 13% interest rate is due December 20,
1996 (the Company and LVEN are each responsible for one-half of
the 13% interest payments due on July 25, 1996 and December 20,
1996). (See Note 11) A purchase money mortgage note previously
executed by Freehold Raceway has a balloon payment of $1,405,000
due on August 20, 1996 if no extension is negotiated. (See Note
1-B)
It is anticipated that the Company's needs will be funded
through any or several of the following sources; funds generated
by operations, the issuance of debt, sale of stock and or sale of
excess land at Garden State Park (See Note 5). Presently, the
property at Garden State Park is unincumbered with debt or
mortgage. The property at Freehold Raceway and the El Rancho
Hotel and Casino are encumbered with mortgages.
INFLATION
To date, inflation has not had a material effect on the
Company's operations.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The Company did not file any reports on 8-K with respect to
the quarter ended December 31, 1995.<PAGE>
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.
/s/Arthur Winkler
Arthur Winkler
President and Director
February 7, 1996
/s/William H. Warner
William H. Warner
Treasurer, Principal Financial and Accounting Officer
February 7, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 19,097,769
<SECURITIES> 60,000
<RECEIVABLES> 3,339,527
<ALLOWANCES> 20,000
<INVENTORY> 0
<CURRENT-ASSETS> 23,378,125
<PP&E> 80,204,380
<DEPRECIATION> 2,238,419
<TOTAL-ASSETS> 104,937,749
<CURRENT-LIABILITIES> 10,405,958
<BONDS> 0
0
36,246,075
<COMMON> 22,902,905
<OTHER-SE> 19,352,618
<TOTAL-LIABILITY-AND-EQUITY> 104,937,749
<SALES> 34,148,787
<TOTAL-REVENUES> 34,252,417
<CGS> 11,208,117
<TOTAL-COSTS> 28,165,158
<OTHER-EXPENSES> 5,107,984
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 568,653
<INCOME-PRETAX> 979,275
<INCOME-TAX> 122,275
<INCOME-CONTINUING> 857,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 857,000
<EPS-PRIMARY> 0.09
<EPS-DILUTED> 0.09
</TABLE>
