FORM 10Q
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, 1997
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 22-2332039
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 May 15, 1998
Common Stock, $ 2.00 par value 13,978,095 Shares
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND JUNE 30, 1997
ASSETS
<TABLE>
<S><C> <C><C> <C><C>
December 31,
1997 June 30,
(UNAUDITED) 1997
CURRENT ASSETS:
Cash and Cash Equivalents $ 5,048,339 $ 3,784,895
Restricted Cash and Investments 1,555,415 3,730,323
Reserve Escrow Deposits 12,482,195 16,773,824
Accounts Receivable 2,148,590 1,497,254
Prepaid Expenses 989,832 1,396,766
Other Current Assets 896,050 664,226
Land and Improvements
Held for Sale, Net 0 6,762,809
TOTAL CURRENT ASSETS 23,120,421 34,610,097
LAND, BUILDINGS AND EQUIPMENT:
Land and Buildings 69,454,636 69,255,937
Construction In Progress 50,738,584 50,624,333
Equipment 5,448,798 5,261,367
125,642,018 125,141,637
LESS: Accumulated Depreciation
and Amortization 5,052,159 4,278,754
TOTAL LAND, BUILDINGS AND
EQUIPMENT, NET 120,589,859 120,862,883
OTHER ASSETS:
Deposits and Other Assets 919,572 272,337
Deferred Financing Costs, Net 4,402,055 5,907,432
Goodwill, Net 2,985,984 3,041,280
TOTAL OTHER ASSETS 8,307,611 9,221,049
TOTAL ASSETS $ 152,017,891 $ 164,694,029
See Notes to Consolidated Financial Statements.
</TABLE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND JUNE 30, 1997
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S><C> <C><C> <C><C>
December 31,
1997 June 30,
(UNAUDITED) 1997
CURRENT LIABILITIES:
Accounts Payable $ 3,020,744 $ 3,984,638
Accrued Expenses 6,201,459 5,228,655
Purses Payable 0 1,984,050
Current Maturities of
Long-Term Debt 56,190,057 62,963,178
Deferred Revenue 814,374 1,750,572
TOTAL CURRENT LIABILITIES 66,226,634 75,911,093
LONG-TERM DEBT,
Net of Current Portion 12,883,172 13,131,003
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Series A Preferred Stock,
$100.00 Par Value,
Authorized 500,000 Shares,
Issued and Outstanding,
362,477 and 362,470 Shares,
Respectively 36,247,675 36,246,975
Common Stock, $2.00 Par Value,
Authorized 25,000,000 Shares,
Issued and Outstanding, 13,978,092
and 13,978,060 Shares, Respectively 27,956,183 27,956,119
Capital in Excess of Par 25,856,263 25,048,752
(Deficit)(subsequent to
June 30, 1993,
date of quasi-reorganization) (17,112,869) (13,558,246)
TOTAL 72,947,252 75,693,600
LESS: Deferred Compensation, Net 39,167 41,667
TOTAL STOCKHOLDERS' EQUITY 72,908,085 75,651,933
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 152,017,891 $ 164,694,029
See Notes to Consolidated Financial Statements.
</TABLE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
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Preferred
Number of
Shares Amount
BALANCE - JUNE 30, 1997 362,470 $ 36,246,975
Compensation for Options
Granted to Non-Employees --- ---
Shares Issued for Fractional
Exchanges With Respect to the
One-for-twenty Reverse Stock Split
effected on March 13, 1992 7 700
Amortization of Deferred
Compensation Costs --- ---
Gain on Sale of Land --- ---
Net (Loss) for the Six Months Ended
December 31, 1997 --- ---
BALANCE - DECEMBER 31, 1997 362,477 $ 36,247,675
Common
Number of
Shares Amount
BALANCE - JUNE 30, 1997 13,978,060 $ 27,956,119
Compensation for Options
Granted to Non-Employees --- ---
Shares Issued for Fractional
Exchanges With Respect to the
One-for-twenty Reverse Stock Split
effected on March 13, 1992 32 64
Amortization of Deferred
Compensation Costs --- ---
Gain on Sale of Land --- ---
Net (Loss) for the Six Months Ended
December 31, 1997 --- ---
BALANCE - DECEMBER 31, 1997 13,978,092 $ 27,956,183
Capital
in Excess
of Par (Deficit)
BALANCE - JUNE 30, 1997 25,048,752 $(13,558,246)
Compensation for Options
Granted to Non-Employees 808,275 ---
Shares Issued for Fractional
Exchanges With Respect to the
One-for-twenty Reverse Stock Split
effected on March 13, 1992 (764) ---
Amortization of Deferred
Compensation Costs --- ---
Gain on Sale of Land --- 1,687,095
Net (Loss) for the Six Months Ended
December 31, 1997 --- (5,241,718)
BALANCE - DECEMBER 31, 1997 $ 25,856,263 $(17,112,869)
Deferred
Compensation Total
BALANCE - JUNE 30, 1997 $ (41,667) $ 75,651,933
Compensation for Options
Granted to Non-Employees --- 808,275
Shares Issued for Fractional
Exchanges With Respect to the
One-for-twenty Reverse Stock Split
effected on March 13, 1992 --- ---
Amortization of Deferred
Compensation Costs 2,500 2,500
Gain on Sale of Land 1,687,095
Net (Loss) for the Six Months Ended
December 31, 1997 --- (5,241,718)
BALANCE - DECEMBER 31, 1997 $ (39,167) $ 72,908,085
See Notes to Consolidated Financial Statements.
</TABLE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31,1997 AND 1996
(UNAUDITED)
<TABLE>
<S><C> <C><C> <C><C>
Three Months Ended
December 31,
1997 1996
REVENUES:
Revenue from Operations $ 20,635,025 $ 19,928,133
Investment Income 27,065 45,358
TOTAL REVENUES 20,662,090 19,973,491
EXPENSES:
Cost of Revenues:
Purses 7,958,659 7,502,892
Operating Expenses 8,435,141 9,240,609
Depreciation & Amortization 436,009 396,392
General & Administrative Expenses 3,207,931 2,411,009
Non-Employee Option Costs 11,137 133,650
El Rancho Property Development
Carrying Costs 201,548 189,545
TOTAL EXPENSES 20,250,425 19,874,097
OPERATING INCOME (LOSS) 411,665 99,394
OTHER EXPENSES:
Interest Expense 1,826,603 860,262
Amortization of Financing Costs 762,776 204,266
Write Off of Deposits on Land 0 2,585,000
TOTAL OTHER EXPENSES 2,589,379 3,649,528
(LOSS) BEFORE INCOME TAXES (2,177,714) (3,550,134)
Income Tax Expense 20,122 57,600
NET (LOSS) (2,197,836) (3,607,734)
BASIC (LOSS) PER COMMON SHARE $ (0.16) $ (0.31)
WEIGHTED AVERAGE
SHARES OUTSTANDING 13,978,076 11,651,509
Six Months Ended
December 31,
1997 1996
REVENUES:
Revenue from Operations $ 35,132,757 $ 34,175,077
Investment Income 79,133 129,376
TOTAL REVENUES 35,211,890 34,304,453
EXPENSES:
Cost of Revenues:
Purses 12,019,763 11,407,265
Operating Expenses 15,342,495 16,887,763
Depreciation & Amortization 865,613 788,648
General & Administrative Expenses 5,620,142 4,814,858
Non-Employee Option Costs 808,275 162,000
El Rancho Property Development
Carrying Costs 574,042 582,670
TOTAL EXPENSES 35,230,330 34,643,204
OPERATING INCOME (LOSS) (18,440) (338,751)
OTHER EXPENSES:
Interest Expense 3,629,061 1,554,100
Amortization of Financing Costs 1,523,980 404,307
Write Off of Deposits on Land 0 2,585,000
TOTAL OTHER EXPENSES 5,153,041 4,543,407
(LOSS) BEFORE INCOME TAXES (5,171,481) (4,882,158)
Income Tax Expense 70,237 96,810
NET (LOSS) (5,241,718) (4,978,968)
BASIC (LOSS) PER COMMON SHARE $ (0.37) $ (0.43)
WEIGHTED AVERAGE
SHARES OUTSTANDING 13,978,084 11,651,501
See Notes to Consolidated Financial Statements.
</TABLE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<S><C><C> <C><C> <C><C>
Six Months Ended
December 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
NET (LOSS) $(5,241,718) $ (4,978,968)
Adjustments to reconcile net (loss)
income to net cash
provided by operating activities:
Depreciation and Amortization 2,389,593 1,192,955
Compensation for Options Granted 808,275 486,000
Loss on Disposal of Fixed Assets 32,673 0
Write-Off of Deposits 0 2,585,000
Changes in Assets and Liabilities -
Decrease in Restricted Cash and
Investments 2,174,908 1,418,806
(Increase) in Accounts Receivable (651,336) (1,295,380)
(Increase) Decrease in
Other Assets (251,824) 209,448
(Decrease in Prepaid Expenses 406,934 568,897
(Decrease) Increase in Accounts
and Purses Payable
and Accrued Expenses (1,975,140) 229,521
(Decrease) in Deferred Revenue (936,198) (19,527)
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (3,243,833) 396,752
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Land 8,449,904 0
Development of El Rancho Property (114,251) (1,008,095)
Deposits on
New Meico Racetrack Options (600,000) 0
Deposits on Purchase of Land 0 (2,115,000)
Capital Expenditures (449,373) (960,543)
(Increase) Decrease in Other
Investments (27,235) 25,917
NET CASH PROVIDED (USED IN)
INVESTING ACTIVITIES 7,259,045 (4,057,721)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
Long Term Notes 0 827,891
Proceeds from Line of Credit -
Foothill 0 6,162,680
Deferred Financing Costs (22,445) (84,804)
Escrow Deposits Utilized 5,661,749 0
Proceeds from Land Sale to Reserve
Escrow Deposits (1,370,120) 0
Principal Payments on Sun Bank Note (6,000,000) 0
Principal Payments on Short Term Notes (773,121) (600,960)
Principal Payments on Long Term Notes (247,831) (1,817,540)
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (2,751,768) 4,487,267
NET INCREASE IN CASH AND
CASH EQUIVALENTS 1,263,444 826,298
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 3,784,895 4,216,356
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 5,048,339 $ 5,042,654
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 3,535,751 $ 1,454,596
Income Taxes $ 100,000 $ 710
Supplemental Schedule of Non-Cash Investing and Financing Activities:
During the six months ended December 31, 1997 and 1996, the Company
recorded unrealized losses of $20,000 and $40,000,
respectively on trading securities.
During the six months ended December 31, 1996 the Company
issued warrants to purchase 200,000 shares of Common Stock at
a fair value of $324,000 in connection with financing agreements.
There were no warrants issued in the six months
ended December 31, 1997.
See Notes to Consolidated Financial Statements.
</TABLE>
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) BASIS OF PRESENTATION
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, 1997 are not necessarily indicative of the
results that may be expected for the year ended June 30, 1998. 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, 1997.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note
6, the Company is in violation of several non-financial loan covenants with
its major lender. As a result of not obtaining waivers of these violations,
its $55 million Credit Facility has been classified as a current liability and
payment could be demanded immediately. The Company is continuing discussions
with this lender as to the granting of waivers or other remedies that could be
reached in connection with the litigation settlement negotiations described
below.
Additionally, the Company and certain of its directors and stockholders
are involved in various legal proceedings as more fully described in Note 8.
Several of these actions are at a standstill as the parties are in the final
stages of settlement negotiations. Although the parties believe a settlement
is imminent, there can be no assurance that a settlement will be reached or as
to the terms thereof. In the event a settlement cannot be reached, it is not
possible to determine with any precision the probable outcome or the amount of
liability, if any, and the resultant effects on the Company's financial
position, results of operations or cash flows.
Additionally, the Company has sustained a net loss of approximately $17.4
million and $1.1 million during the fiscal years 1997 and 1996, respectively,
and a net loss of $5,241,718 through December 31, 1997. While the Company
believes its projected cash flows will be sufficient to meet its
operating needs through March 1999, there
can be no assurances beyond that date. These projections do not reflect the
impact of its default under the above mentioned credit facility or the effects
of the above mentioned litigation.
While the Company is continuing to monitor and reduce its operating
expenses, including payroll, it is also considering the sale of certain assets
or operations, including the possible sale of the El Rancho property as part
of the litigation settlement negotiations described above and the possible
sale of all or some of its racing operations.
(2) CONSTRUCTION IN PROGRESS
Construction in progress includes the purchase price as well as
preliminary construction costs in conjunction with the development of the El
Rancho property. These costs include real property acquisition costs in the
amount of approximately $43,500,000, capitalized interest of $4,182,007 and
other development costs, in addition to approximately $2.5 million in carrying
costs. As of July 1997, development has been temporarily suspended as
additional funding is being secured. Accordingly, capitalization of interest
costs has been suspended, until the Company obtains additional financing and
resumes construction.
(3) ACQUISITIONS AND DISPOSITIONS
OPTION TO PURCHASE OPERATING LEASES
On July 1, 1997, the Company made a non-refundable payment of $600,000
to purchase an option to acquire the operating leases from D&C Gaming
Corporation ("D&C"), a company owned equally by the Company's CEO and the
President and Chairman of Las Vegas Entertainment Network, Inc. ("LVEN"), to
acquire operating leases for two New Mexico racetracks. The option agreement
has been terminated and D&C has agreed to repay the $600,000 deposit.
LAND AND IMPROVEMENTS HELD FOR SALE - NET
On October 20, 1997, the Company sold a parcel of land contiguous to
Garden State Park for $9,000,000 exclusive of closing costs of approximately
$545,000. The carrying value of such property was $6,767,715. $6,000,000 of
such sales proceeds were used to repay an existing mortgage on the property.
The resulting gain was recorded as an adjustment to Stockholders' Equity in
accordance with accounting principles applicable to a quasi-reorganization
which was effected as of June 30, 1993.
(4) INVESTMENTS
At December 31, 1997, the Company had approximately $1,555,000 which was
classified as restricted cash and investments. These funds are primarily
cash received from horsemen for nomination and entry fees to be applied to
upcoming racing meets, purse winnings held in trust for horsemen and amounts
held for unclaimed ticketholder winnings.
(5) RESERVE ESCROW DEPOSITS
At December 31, 1997, $12,482,195 was held in various reserve cash
escrow deposit accounts that were established in connection with the Company's
two-year $55 million Credit Facility with Credit Suisse First Boston Mortgage
Capital LLC ("Credit Suisse"). The financing agreement provided for reserve
accounts to be held by LaSalle National Bank ("the Depository"). The Company
is currently in default with respect to the Credit Suisse Credit Facility (See
Note 6). As a result, Credit Suisse could apply any remaining escrow amounts
to any outstanding borrowings. Therefore, all balances in the Reserve Escrow
Deposits have been classified as current assets. On the maturity date of the
facility, any amounts remaining on deposit shall, at Credit Suisse's option,
be applied against outstanding borrowings or returned to the Company.
Interest Reserve Account. $10,000,000 of the loan proceeds were placed
in a Interest Reserve Account to fund the monthly interest due on the $55
million Credit Facility (approximately $588,000 per month).
El Rancho Reserve Account. $3,759,615 of the loan proceeds were
deposited to reimburse the Company for expenditures in connection with the
development and carrying costs of the El Rancho property. Through December
31, 1997, the Company has been reimbursed $1,465,000 from this account.
Working Capital Account. $760,000 of the loan proceeds were deposited
for working capital purposes. Upon the sale of certain Garden State property
on October 20, 1997 (See Note 3), the Company deposited an additional
$1,370,120 in this account.
Tax and Insurance Account. $916,898 of the loan proceeds were deposited
into a Tax and Insurance Reserve Account. Each month the Company will make
deposits equal to one-twelfth, or approximately $300,000, of the amount
reasonably estimated by Credit Suisse to be sufficient to pay all taxes,
general and special assessments, water and sewer rents and other similar
charges levied against certain of the Company's properties.
Deferred Maintenance Account. $500,000 of the loan proceeds were
deposited to be used to reimburse the Company's racetracks for maintenance
expenditures.
Environmental Remediation Account.$1,000,000 of the loan proceeds were
deposited to be used to reimburse the Company for expenditures made in
connection with approved environmental remediation expenditures.
The Escrow Accounts are summarized below:
<TABLE>
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Account December 31,
1997
Interest Reserve $ 5,671,960
El Rancho Reserve 2,293,666
Working Capital 2,130,122
Tax and Insurance 977,581
Deferred Maintenance 408,866
Environmental Remediation 1,000,000
Total $ 12,482,195
</TABLE>
(6) NOTES AND MORTGAGES PAYABLE
Notes and Mortgages Payable are summarized below:
<TABLE>
<S> <C> <C><C> <C><C>
Interest % December 31, 1997
Per Annum Current Long-Term
INTERNATIONAL THOROUGHBREDBREEDERS INC.:
Credit Suisse LIBOR Rate plus 7% $ 55,000,000$ -0-
First Boston(A) 12/31/97 rate 12.72%)
Other Various 69,561 -0-
FREEHOLD RACEWAY:
Kenneth R. Fisher (B) 80% of Prime (not to
exceed 6%) 625,000 10,625,000
(12/31/97 rate 6%)
Kenneth R. Fisher (C) 80% of Prime
(12/31/97 rate 6.6%) 225,000 1,684,549
Other 39,696 -0-
GARDEN STATE PARK:
Other Various 230,800 573,623
Totals $ 56,190,057$ 12,883,172
</TABLE>
The effective LIBOR Rate and the Prime Rate at December 31, 1997 was
5.72% and 8.50%, respectively.
(A) On May 23, 1997, the Company entered into a two-year $55 million
Credit Facility with Credit Suisse secured by a pledge of certain of the
personal and real property of the Company and its subsidiaries (the "Credit
Suisse Credit Facility"). Proceeds of this facility were used to repay in
full the Company's $30 million Credit Facility with Foothill Capital
Corporation and will also provide funds for working capital and other general
corporate purposes, including, but not limited to, preliminary development of
the El Rancho property. Interest under the Credit Suisse Credit Facility is
payable monthly in arrears at 7% over the London Interbank Offered Rate
("LIBOR"). The scheduled maturity date of the facility is June 1, 1999. Of
the remaining facility borrowings, approximately $16.8 million was placed in
escrow accounts, financing and closing fees of $4.3 million were incurred and
$3.9 million was used by the Company for general corporate purposes and
repayment of certain financial obligations.
The Credit Suisse Credit Facility is evidenced by a convertible
promissory note (the "Credit Suisse Note") pursuant to which up to $10 million
of the aggregate principal amount of the Credit Suisse Note can be converted,
in certain circumstances, including upon the maturity date of the Credit Suisse
Note, upon the prepayment of $10 million in aggregate principal amount of the
Credit Suisse Note or upon the acceleration of the Credit Suisse Note, at the
option of Credit Suisse, into shares of the Company's Common Stock at a
conversion price of $8.75 per share (subject to adjustment in certain events).
In addition, Credit Suisse was granted warrants to purchase 1,044,000 shares
at an exercise price of $4.375 per share (subject to adjustment in certain
events). The warrants to purchase 546,847 shares are immediately exercisable,
have been valued at approximately $1.6 million and have been recorded as
original issue discount. The warrants to purchase 497,153 shares become
exercisable at such time as Credit Suisse delivers to the Company a firm
commitment for additional funding of no less than $50 million to the Company
in connection with the development of the El Rancho property.
Credit Suisse also received 232,652 shares of Common Stock upon the
conversion into Common Stock of a $10.5 million promissory note issued by the
Company to LVEN in consideration for Credit Suisse's consent and for certain
advisory services in connection with this transaction. Credit Suisse has the
right to receive further shares upon the consummation of a proposed related
acquisition by the Company of Casino-Co., a subsidiary of LVEN, equal to 10%
of the stock consideration paid by the Company for such acquisition. The
Company has granted Credit Suisse certain registration rights with respect to
the warrants and the shares.
The Credit Suisse Credit Facility also provides for both affirmative and
negative covenants, including financial covenants such as tangible net worth,
as defined in the Credit Facility. The Company is not in compliance with
certain non-financial covenants. As a result of not obtaining waivers of
these violations, its $55 million Credit Facility has been classified as a
current liability and could be demanded immediately.
In connection with pending litigation, the minority Board members have
challenged the authorization and enforceability of certain agreements entered
into and actions taken by the Company, including the Credit Facility and
certain related agreements and related actions. (See Note 8).
(B) On February 2, 1995, the Company entered into an agreement with the
former owner of Freehold Raceway whereby the $12.5 million balance of the
purchase price of the Freehold Raceway was financed by an eight year
promissory note at 80% of the prevailing prime rate, not to exceed 6%. Yearly
principal and interest payments during the first five (5) years commencing
January 1, 1996 is based upon a twenty (20) year principal amortization
schedule. During each of the next three (3) years, commencing January 1,
2001, yearly principal and interest payments shall be based upon a ten (10)
year amortization schedule. On January 1, 2003, the entire unpaid principal
balance, together with any accrued interest, becomes due and payable. The
note is secured by a mortgage on the land and buildings at Freehold Raceway.
(C) On February 2, 1995, the seller of Freehold Raceway advanced to
Freehold Raceway $2,584,549 towards the retirement of $5.2 million of existing
debt on Freehold Raceway. The seller received from Freehold Raceway in
fiscal 1995, a promissory note evidencing the indebtedness secured by a
mortgage on the racetrack property and other collateral. Equal monthly
principal installments of $18,750 beginning on February 1, 1995 is paid to
the seller together with accrued interest. Interest is calculated at 80% of
the prime rate at January 1 of each year. The note is secured by a mortgage
on the land and buildings at Freehold Raceway.
(7) INCOME TAX EXPENSE
The Company's income tax expense for the three and six month periods
ending December 31, 1997 and 1996 relates to New Jersey income taxes for its
Freehold Raceway operations.
(8) COMMITMENTS AND CONTINGENCIES
During January 1996 the Company purchased the El Rancho property from
LVEN. The original agreement provided that, following the development of the
property, LVEN would receive as additional consideration an interest in the
"adjusted cash flow" in the amount of 50% for the first six (6) years
following the opening of a casino and 25% thereafter until such time as LVEN
has received $160,000,000, but only after (a) the Company recouped: 1) the
aggregate amount of cash payments applied to the purchase price; 2) payments
made under the $6.5 million note and the $10.5 million note; 3) $2 million;
and 4) any amounts that the Company invested in the property after the
purchase, together with interest at eight percent (8%) per annum from the
date of the investment; (b) LVEN has: 1) received payment of all principal
and interest, if any, remaining outstanding under the $6.5 million note and/or
the $10.5 million note; and 2) recouped $4 million plus any amount invested
in the El Rancho property after the purchase and approved by the Company,
together with interest thereon at a rate of 8% per annum from the date of
investment; and (c) the Company has received an additional $2 million,
together with interest thereon at the rate of 8% per annum from the date of
the purchase. This agreement was amended on May 23, 1997 by the Bi-Lateral
Agreement between the Company and LVEN to limit to $35 million the aggregate
amount for which the Company is entitled to recover under (a) and (c) above.
The term "adjusted cash flow", as defined, refers to cash flow from the
property before taxes, less the payment of any debt retirements and capital
lease payments and less certain fees received or accrued for certain initial
rent or lease payments. The Bi-Lateral Agreement, signed in connection with
the $55 million Credit Suisse Credit Facility, limited the maximum debt
service to be netted against cash flow from operations of the El Rancho
property in computing "adjusted cash flow" to $65 million, with a further
limitation to $27 million in the event that additional financing over the $55
million is not required for the development of the El Rancho property.
On May 23, 1997, the original agreement with LVEN was also amended by a
Tri-Party Agreement among the Company, LVEN and Credit Suisse whereby the
Company is required to acquire Casino-Co, a wholly owned subsidiary of LVEN,
whose principal asset is the $160 million profit participation note described
in the preceding paragraphs. The acquisition may be accomplished by the
purchase of all the stock of Casino-Co. or a merger of the companies. The
Company would be required to issue its stock, the price of which will be
subject to fairness opinions from independent investment banking firms
independently representing the Company and LVEN, to: 1) LVEN in
an amount equal to 90% of the greater of the fairness opinions obtained by the
Company and LVEN; and to 2) Credit Suisse in an amount equal to 10% of the
greater of the fairness opinions obtained by the Company and LVEN. If this
acquisition is approved by the Company's stockholders and Board of Directors,
and completed, the Company's requirement for the sharing of cash flow,
described above, will be canceled.
In connection with the purchase of the El Rancho property, Las Vegas
Communications Corporation ("LVCC"), a subsidiary of LVEN, retained the
exclusive right to manage all aspects of the property's entertainment
activities. The term of the agreement is for ten (10) years commencing on
the date which is six (6) months prior to the projected opening date of the
property, and LVCC shall have the option to renew the agreement for two (2)
consecutive five year terms. The agreement provides LVCC with an annual fee
of $800,000 subject to annual increases and other additional amounts. Pursuant
to the Bi-Lateral Agreement entered into by the Company and LVEN in connection
with the Credit Suisse Credit Facility, the parties agreed to amend the
entertainment management agreement to provide for a lease by the Company to
LVCC of space within the El Rancho Property on or from which all food,
beverage and retail activities will be conducted (exclusive of the mezzanine
space, the rights to which will be retained by the Company). The terms of
such lease arrangements have not been finalized.
In connection with pending litigation, the minority Board members have
challenged the authorization and enforceability of certain agreements entered
into and actions taken by the Company, including the Credit Facility and
certain related agreements and related actions.
Effective January 15, 1997, the Company entered into a ten-year
employment contract with Nunzio P. DeSantis, the Company's Chief Executive
Officer. The contract provides for annual compensation of $450,000, adjusted
annually by increases, if any, in certain Consumer Price Indexes. Mr.
DeSantis will also receive a performance bonus for each fiscal year during the
term of the agreement equal to the excess of the amount, if any, by which the
pre-tax income of the Company exceeds $2 million, limited to an amount equal
to his base salary. As part of his contract, Mr. DeSantis was awarded
options, subject to stockholder approval, to purchase 5,000,000 shares of the
Company's Common Stock at an exercise price of $4 per share.
Upon obtaining stockholder approval
for the awarding of the options, the Company may need to record as
compensation an expense calculated by multiplying the number of shares covered
by the option by the difference between the intrinsic value of each share and
the exercise price at the measurement date. An expense would only be recorded
if the exercise price is below the market price at the measurement date.
Options to purchase 500,000 shares of Common Stock would be exercisable
immediately and options to purchase an additional 500,000 shares of Common
Stock would become exercisable on each succeeding anniversary of the effective
date of the agreement, provided, however, that all options shall be fully
vested if Mr. DeSantis resigns for good reason (as defined in the agreement),
resigns upon a change of control, or if he is discharged without cause. Mr.
DeSantis is entitled to additional fringe benefits, including the use of a
private jet, in connection with the performance of his duties. This contract
is a subject of the pending litigation discussed below.
Effective January 15, 1997, the Company entered into a consulting
contract with Anthony Coelho, the Company's Chairman of the Board, that
provides for $10,000 per month in consulting fees on a month-to-month basis,
$2,500 for each director's meeting he attends and other fringe benefits. As
part of this contract, Mr. Coelho was awarded options, subject to stockholder
approval, to acquire 1,000,000 shares of the Company's Common Stock at $4 per
share. 100,000 shares would become exercisable immediately and options to
acquire 100,000 shares would become exercisable on each succeeding anniversary
of the effective date of the agreement. Upon obtaining stockholder approval
for the awarding of these options, the Company will need to record an expense
calculated by using the fair value of the options at that date. This contract
is a subject of the pending litigation discussed below.
During July 1997, the Company executed an agreement to lease office
space in Albuquerque, New Mexico for a five year period, expiring on July 31,
2002. The lease provides for a monthly rent of approximately $10,000 when
the space is fully occupied. In connection with this lease, the Company has
sub-leased a portion of the premises to AutoLend Group, Inc. ("AutoLend"), for
$600 per month. The sublease is terminable on 30 days written notice. Mr.
DeSantis is the Chairman, Chief Executive Officer and a principal stockholder
of AutoLend and Mr. Coelho is a director.
During October 1997, the Company terminated the employment of the
Company's President, Robert J. Quigley. The severance package approximating
$300,000, payable through December 1998, was expensed in the second quarter of
fiscal year 1998.
The New Jersey Division of Gaming Enforcement ("DGE") is currently
investigating in accordance with its statutory obligation to determine the
qualification of the Company and its directors and significant stockholders in
connection with Garden State Park's and Freehold Raceway's licenses with the
Casino Control Commission ("CCC") and the Racing Commission. The Company has
no information with respect to the potential outcome of such investigation.
In the event that the DGE concludes that one or more of such individuals are
not qualified, the CCC and/or the Racing Commission may require any such
stockholder to divest his interests and any such director may be asked to
resign. Failure of such individuals to comply with such requests could
jeopardize the Company's racing licenses and ability to conduct business with
any casino licensees, including simulcasting to Atlantic City casinos.
LEGAL PROCEEDINGS
On or about September 10, 1997, three actions were filed in Delaware
Court of Chancery in and for New Castle County (the "Chancery Court"), each of
which named the Company as a nominal defendant (collectively, the "Delaware
Actions"). Additionally, on or about February 24, 1998, another action was
filed in the United States District Court for the District of New Jersey
(the "New Jersey District Court")
naming the Company as a nominal defendant. These actions are summarized
below:
Mariucci et. al. v. DeSantis et. al.
The first Delaware Action, captioned John Mariucci, Robert J. Quigley,
Charles R. Dees, Jr., James J. Murray, Francis W. Murray, Frank A. Leo, and
The Family Investment Trust (Henry Brennan as Trustee) v. Nunzio P. DeSantis,
Michael Abraham, Anthony Coelho, Kenneth W. Scholl and Joseph Zappala and
International Thoroughbred Breeders, Inc., C.A. No. 15918NC ("Mariucci"),
alleged, among other things, that (i) NPD had breached the terms of the NPD
Acquisition Agreement by failing to fund a line of credit, (ii) as a result of
such breach, the resignations of Messrs. Mariucci, James Murray and Keonemund
(the "Old Directors") were ineffective and (iii) Messrs. DeSantis, Coelho,
Abraham, Scholl and Zappala (the "New Directors") were misusing the assets of
the Company for their personal benefit. The Mariucci complaint sought an
order (a) pursuant to Section 225 of the Delaware General Corporation Law,
determining that (1) the New Directors were not validly appointed or elected
to the Board and (2) Frank Koenemund, John Mariucci and James Murray,
notwithstanding their resignations upon the
NPD Acquisition, and the accepdance of those resignations by the Company's
Board, continued as directors of the Company (the "Section 225 Claims") and
(b) preserving the status quo pending a final adjudication of the Section 225
Claims. On September 18, 1997, the plaintiffs filed an amended complaint. On
September 26, 1997, the New Directors and the Company filed a motion to
dismiss, or in the alternative, to strike allegations of the amended complaint
(the "Motion to Dismiss"). The Chancery Court granted the Motion to Dismiss
by opinion dated October 14, 1997. The time for appeal of the Chancery Court
order has expired and no appeal has been taken by the plaintiffs.
Quigley et. al. v. DeSantis et. al.
The second Delaware Action, captioned Robert J. Quigley, Frank A. Leo ,
and The Family Investment Trust (Henry Brennan as Trustee) v. Nunzio P.
DeSantis, Michael Abraham, Anthony Coelho, Kenneth W. Scholl, Joseph Zappala,
Joseph A. Corazzi and Las Vegas Entertainment Network, Inc. and International
Thoroughbred Breeders, Inc., C.A. No. 15919NC ("Quigley"), is a derivative
suit brought by two of the Old Directors (Messrs. Quigley and Leo) and the
Family Investment Trust (collectively, the "Quigley Plaintiffs") which
alleges, among other things, that the New Directors have breached their
fiduciary duties to the Company, usurped corporate opportunities belonging to
the Company and incorrectly stated minutes of Board meetings to omit material
discussions. The Quigley complaint alleges that the New Directors entered
into certain agreements on behalf of the Company in violation of the "super-
majority" voting provisions of the Company's By-laws and their fiduciary duty
to the Company, including but not limited to, the Credit Suisse
Loan Agreement, the Tri-Party Agreement, the Bi-Lateral Agreement, the
D&C Gaming option agreement, the DeSantis employment agreement and Coelho
consulting agreement. The Quigley complaint seeks (i) a declaratory judgment
that (a) certain actions taken by the New Directors are null and void and
(b) the "super-majority" provisions of the Company's By-laws remain
in full force and effect, (ii) recission of certain actions taken by the
Company's Board and (iii) damages as a result of the allegedly unauthorized
and allegedly unlawful conduct of the defendants. On November 7, 1997, the
New Directors and the Company filed answers to the Quigley complaint denying
all of the material allegations contained in the Quigley complaint.
On November 18, 1997, the Company filed an amended answer and
counterclaim (the "Counterclaim") against Messrs. Quigley, Leo, Francis Murray
and Dees (collectively, the "Counterclaim Defendants"). The Counterclaim
alleges that the Counterclaim Defendants have breached their fiduciary duty to
the Company by (i) adopting, and subsequently refusing to recognize the
repeal of certain "super-majority" By-law provisions in order to aid Brennan
in retaining control of the Company's business affairs and jeopardizing the
Company's licenses and registrations, (ii) interfering in the Company's hiring
of new independent auditors thereby causing the Company to be delinquent in
its required filings with the Securities and Exchange Commission ("SEC") and
causing the suspension of trading in the Company's stock on the American Stock
Exchange, (iii) using corporate funds for their personal uses and (iv)
usurping corporate opportunities properly belonging to the Company. The
Counterclaim seeks injunctive relief enjoining the Counterclaim Defendants
from, among other things, interfering in the Company's day-to-day business
operations, the establishment of a constructive trust over certain assets of
the Counterclaim Defendants, a declaratory judgement that the "super-majority"
voting provisions have been repealed and money damages. On December 4, 1997,
the Quigley plaintiffs filed a motion to conduct a separate expedited trial on
the "super-majority" By-law issues, which motion was withdrawn by the Quigley
plaintiffs at a February 10, 1998 scheduling conference. At the February
scheduling conference, the Chancery Court scheduled this matter for trial
commencing on May 20, 1998. The Counterclaim Defendants answered the
Counterclaim on January 12, 1998 (the "Counterclaim Answer") and, in the
Counterclaim Answer, Mr. Murray asserted a wrongful discharge and seeks
monetary damages.
Rekulak et. al. v. DeSantis et. al.
The third Delaware Action, captioned James Rekulak v. Nunzio P.
DeSantis, Michael Abraham, Anthony Coelho, Kenneth W. Scholl, Joseph Zappala,
Las Vegas Entertainment Network, Inc. and Joseph A. Corazzi and International
Thoroughbred Breeders, Inc., C.A. No. 15920 ("Rekulak"), is a derivative suit
which in essence repeats the allegations contained in the Quigley complaint
and seeks similar relief. The Rekulak action was consolidated with the
Quigley action pursuant to a stipulation and order dated January 13, 1998.
The trustee of Brennan's Bankruptcy Estate, as well as the SEC, have
participated to a limited extent in discovery in the litigation of the Quigley
and Rekulak actions. The Trustee and the SEC's involvement is predicated
upon overseeing any possible interests of the Bankruptcy Estate and the SEC.
Rekulak et. al. v. DeSantis et. al.
On or about October 8, 1997, James Rekulak filed a complaint in the
Chancery Court captioned Rekulak v. DeSantis, et al., Civil Action No. 15978,
which purports to be a complaint under Section 225 of the Delaware General
Corporation Law and contains substantive allegations that are virtually
identical to those in the complaint in the Mariucci action described above.
On October 8, 1997, the plaintiff in this action sought to have his complaint
consolidated with the complaint in the Mariucci action and represented to the
Chancery Court that he was willing to be bound by the Court's decision on
defendants' Motion to Dismiss the Mariucci action. As set forth above, the
Mariucci action was dismissed by the Chancery Court's opinion dated October
14, 1997, and thereafter, this action was dismissed with prejudice by a
stipulation and order dated February 9, 1998.
Harris v. DeSantis, et al.
The most recent action, filed on February 24, 1998 in
the New Jersey District Court, captioned Myron
Harris, derivatively on behalf of International Thoroughbred Breeders, Inc., a
Delaware corporation v. Nunzio P. DeSantis, Anthony Coelho, Kenneth W. Scholl,
Michael Abraham, Joseph Zappala, Frank A. Leo, Robert J. Quigley, Charles R.
Dees, Jr. and Francis W. Murray ("Harris"), C.A. No. 98-CV-517 (JBS), is a
derivative suit brought by a stockholder of the Company. The factual
allegations and claims asserted in the Harris complaint are virtually
identical to the claims asserted in the Quigley complaint and in the
Counterclaim asserted by the Company in the Quigley action.
The Harris action has been assigned to The Honorable Jerome B. Simandle,
United States District Judge. On April 28, 1998, all defendants in the Harris
action filed a Motion for Reassignment, seeking that the Harris case be
reassigned to The Honorable Joseph H. Rodriguez, United States District Judge,
as Judge Rodriguez had already been assigned two related cases involving
members of the Board. See NPD v. Quigley, et al. and Green v. DeSantis, et
al., discussed below. On May 4, 1998, all defendants filed a motion to
dismiss or in the alternative a motion to stay the Harris action, pending a
resolution of the Quigley action. The plaintiff's response will be due thirty
days subsequent to the filing of the motion. On May 4, 1998, the plaintiff
filed an amended complaint to, among other things, add another stockholder as
an additional plaintiff.
The litigation in the Quigley, Rekulak and NPD actions is at a standstill
as the parties are in the final stages of settlement negotiations. Although
the parties believe that a settlement is imminent, there can be no
assurance that a settlement will be reached or as to the terms thereof. In
the event a settlement cannot be reached, there can be no assurance as to
the outcome of such litigation and the impact the litigation itself or any
resolution thereof may hav eon the Company's financial position, results
of operations or cash flows. As discussed above, the Quigley, Rekulak and
Green actions challenge the authorization and enforceability of certain actions
taken and agreements entered into by the Company, including the Credit
Suisse Credit Facility and related documents. In the event plaintiffs
prevail in such litigation, such actions and agreements may be subject to
modification, termination or revision, the impact of which on the Company
cannot be predicted.
As part of th eproposed settlement, it is the Company's intention to
dispose of the El Rancho property. Howeve, there can be no assurance
that the settlement and subsequent sale of the El Rancho property can be
completed or as to terms thereof.
In November 1997, two separate actions were filed in the New Jersey
District Court agianst various directors of the Company and other affiliated
parties. The Company is not a party to either of these actions, both of
which are summarized below.
NPD, Inc. v. Quigley, et. al.
On November 18, 1997, NPD (the Company's largest stockholder and whose
stockholders are Messrs. DeSantis and Coelho), filed a complaint captioned
NPD, Inc. v. Robert J. Quigley, Francis W. Murray, Frank A. Leo, Charles R.
Dees, Jr., John Mariucci, Frank Koenemund and James J. Murray, C.A. 97-CV-5657
("NPD"), in the New Jersey District Court.
The complaint alleges, among other things, that Messrs. Quigley, Francis
W. Murray, Leo and Dees, each of whom is currently a director
of the Company, and Messrs. Mariucci, Koenemund and James Murray, each of
whom is a former director of the Company, conspired with one another and
Robert E. Brennan ("Brennan") to defraud NPD by (i) approving and
subsequently concealing from NPD the existence
of the "super-majority" voting provision of the Company's By-laws and (ii)
purporting to repeal such provision and subsequently filing suit in an effort
to restore such provision, all of which has had the effect of attempting to
deprive NPD of control of the Company and perpetuating the control of Brennan
and his associates. The NPD suit seeks compensatory and punitive damages. On
January 8, 1998, the defendants served a motion to dismiss NPD's complaint.
NPD has not yet responded to that motion. The Company is not a party to the
NPD suit.
Green v. DeSantis, et. al.
Certain officers, directors and affiliates of the Company are parties to
an action filed on November 30, 1997 by Robert William Green ("Green"), a
stockholder of the Company and Chief Executive Officer of Philadelphia Park,
captioned Robert William Green v. Nunzio DeSantis, Joseph Corazzi, Anthony
Coelho, Las Vegas Entertainment Network, Inc. and NPD, Inc., C.A. 97-
5359(JHR), in the New Jersey District Court.
The complaint alleges, among other things, that the defendants have usurped
certain corporate opportunities at the expense of the Company, have diluted
Green's interest in the Company though the issuance of shares of stock and
have conspired to deprive him of certain rights under an option granted to him
by NPD (the "Green Option"). Subject to regulatory approval, the Green
Option grants Green the right to purchase approximately 50% of the shares of
the Company's Common Stock which are held by NPD. The Green Option terminated
by its terms on January 15, 1998 and Green did not exercise the option by such
date. Green seeks (i) compensatory and punitive damages, (ii) an order
enjoining defendants from transferring, encumbering or alienating the
Company's Common Stock subject to the Green Option, (iii) an order declaring
the issuance of certain shares of Common Stock to be a nullity, and (iv)
reformation of the Green Option to extend the termination date. This action
also raises claims substanially similar to those made in the Quigley action.
The defendants have not yet filed a response to the complaint. The Company
is not a party to this action.
The Company is a defendant in various other lawsuits incident 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 the
Company's financial position, results of operations, or cash flows.
(9) DEFERRED FINANCING COSTS
Deferred financing costs at December 31, 1997 include those amounts
associated with the Credit Suisse Credit Facility. (See Note 6). These
costs of $6,238,732, net of amortization of $1,836,677, are being expensed
over the two year life of the loan. Amortization expense for the three and
six months ended December 31, 1997 was $762,776 and $1,523,980, respectively.
(10) STOCK OPTIONS AND WARRANTS
(A) EMPLOYEE AND NON-EMPLOYEE OPTIONS
On August 21, 1997, the Company granted 300,000 non-qualified stock
options to purchase an aggregate of 300,000 shares of Common Stock to certain
directors. The fair value of options issued recognized as non-employee
option costs during the three months ended December 31, 1997 and 1996 was
$11,137 and $133,650, respectively. The fair value of options issued during
the six months ended December 31, 1997 and 1996 was $808,275 and $162,000,
respectively. At December 31, 1997, total employee options outstanding were
1,300,000 and total non-employee options outstanding were 600,000. Options to
purchase an aggregate of 6,000,000 shares of Common Stock have been granted,
subject to stockholder approval, to the Company's Chief Executive Officer and
its Chairman of the Board and are not reflected in the above numbers.
(B) WARRANTS
The fair value of warrants issued during the six months ended December
31, 1997 and 1996 was $-0- and $324,000, respectively. At December 31, 1997,
total warrants outstanding were 1,671,847 and have been accounted for as
deferred financing costs and costs associated with the acquisition of the El
Rancho property. The deferred financing costs are being amortized over the
terms of the related indebtedness. The fair value of the warrants issued in
connection with the acquisition of the El Rancho property has been capitalized
and will be amortized when the facility becomes operational.
(11) RELATED PARTY TRANSACTIONS
In connection with the NPD acquisition, NPD borrowed the sum of
$2,900,000 from Casino-Co. Mr. Nunzio DeSantis, the Company's Chief Executive
Officer, holds options to acquire 1,500,000 shares of LVEN's common stock at
an exercise price of $1.00 per share. Mr. DeSantis was also paid a commitment
fee by LVEN of $110,000 in connection with a standby financing commitment he
made to LVEN on October 31, 1996 as replacement financing for the El Rancho
property. This standby financing commitment was never drawn upon and was
terminated in January 1997. Mr. DeSantis is a 25% owner in Electric Media
Company, Inc., a subsidiary of LVEN.
Mr. DeSantis owned 80% of Nordic Gaming Corporation, an Ontario
corporation, which purchased the Fort Erie Racetrack in Fort Erie, Canada on
August 27, 1997. The Company was offered, but rejected, the opportunity to
make this investment because of the demands on cash flow. Nordic Gaming
borrowed $182,000 from LVEN for a deposit on the purchase which was repaid to
LVEN at the closing. LVEN has also provided Nordic Gaming with a $1.3 million
secured line of credit to fund operating losses at the Fort Erie Racetrack.
On May 15, 1998, Mr. DeSantis sold his Nordic Gaming shares to Erie Gaming
Organization, Inc., an Ontario corporation which holds the other 20% interest
in Nordic Gaming. In consideration for his shares, Mr. DeSantis received
$10.00 and each of Nordic Gaming, Mr. DeSantis and Erie Gaming each exchanged
mutual general releases. In connection with the pending litigation, the
minority Board members have challenged the decission to reject
the opportunity to purchase the Fort Erie Racetrack. (See Note 8).
During fiscal 1997, the Company paid approximately $217,000, and in the
first six months of fiscal 1998 paid an additional $12,200,
to Southwest Jet Group in connection with the use of a private jet by
certain officers and directors of the Company, including Mr. DeSantis, for
Company business. Southwest Jet Group is a Nevada corporation, owned by
Mr. DeSantis' son, which operates private jets, including one which was
partially financed by Messrs. DeSantis and Corazzi. Messrs. DeSantis and
Corazzi used private jets operated by Southwest Jet Group for certain
personal matters for which the Company advanced approximately $220,000 from
January 15, 1997 to December 31, 1997 and which LVEN has agreed to reimburse
to the Company.
Mr. DeSantis and Mr. Joseph Corazzi, President and Chairman of LVEN, are
the sole stockholders of D&C Gaming Corporation, a Delaware corporation
("D&C"). On July 1, 1997, the Company paid for an option to acquire certain
leasehold interests relating to two New Mexico racetracks from D&C for a non-
refundable deposit of $600,000 which was to be credited towards the purchase
price. The option agreement has been terminated and D&C has agreed to repay
the $600,000 deposit. In the pending litigation, the minority directors have
challenged the authorization and enforceability of certain agreements,
including the option agreement. (See Note 8).
During the six months ended December 31, 1997, the Company paid $60,000
in consulting fees and $3,000 for an auto allowance to Anthony Coelho, the
Company's Chairman, pursuant to an agreement effective January 15, 1997. Mr.
Coelho's consulting agreement is month to month, under which he is to be paid
$10,000 per month for ongoing consulting services, $2,500 for each board
meeting he attends and a $500 monthly automobile allowance. (See Note 8).
Kenneth Scholl, a director of the Company, provides consulting services
to LVEN and certain of its subsidiaries through the Stanford Company of which
he is the President. Until December 31, 1997, LVEN paid Mr. Scholl $10,000
per month through Stanford Company, for consulting services, including his
services as project manager for the El Rancho property. Mr. Scholl is
currently the Secretary of Casino-Co and was its President from March 1996 to
May 19, 1997. Effective January 1, 1998, the Company began paying Mr. Scholl
$10,000 per month for consulting services as project manager for its El Rancho
property.
During the six months ended December 31, 1997, the Company paid
approximately $60,000 in consulting fees and reimbursed expenses to Joseph
Zappala, a director of the Company. Subsequent to December 31, 1997, the
Company has paid approximately $10,000 per month plus expenses to Mr. Zappala
for ongoing consulting services.
The Company paid LVEN $75,000 in September 1997 under a letter agreement
executed in connection with the purchase of the El Rancho property, which
provides for a $25,000 per month fee with respect to maintenance and
supervision of the property prior to and during development. The Company
terminated the letter agreement on December 17, 1997.
The Company subleased a portion of its office space in Albuquerque, New
Mexico to AutoLend Group, Inc. for $600 per month, which sublease is
terminable on 30 days' notice. Mr. DeSantis is the Chairman, Chief Executive
Officer and a principal stockholder of AutoLend and Mr. Coelho is a director.
Mr. Corazzi has been using an office at the Company's Albuquerque office,
although no sublease has been executed for such office.
For additional information regarding related party transactions, see
Footnotes 3 and 8 above.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS
ENDED DECEMBER 31, 1997
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's working capital, as of December 31, 1997, was a deficit of
($43,106,215) which represents an increase in the deficit of approximately
$39,361,000 from the December 31, 1996 working capital (deficit) of
($3,745,126). On May 23, 1997, the Company obtained a Credit Facility from
Credit Suisse First Boston Mortgage Capital LLC ("Credit Suisse"). This two-
year $55 million facility was secured by a pledge of certain of the personal
and real property of the Company and its subsidiaries (the "Credit Suisse
Credit Facility"). Proceeds of this facility were used to repay in full the
Company's $30 million Credit Facility with Foothill Capital Corporation
("Foothill") and were to provide funds for working capital and other general
corporate purposes, including, but not limited to, preliminary development of
the El Rancho property. Interest under the Credit Suisse Credit Facility is
payable monthly in arrears at 7% over the London Interbank Offered Rate
("LIBOR"). Of the remaining facility borrowings, approximately $16.8 million
was placed in escrow accounts (including $10 million in an interest reserve
account, which balance at December 31, 1997 was $5,671,960), financing and
closing fees of $4.3 million were paid and $3.9 million was used by the
Company for general corporate purposes and repayment of certain financial
obligations. At December 31, 1997, the interest rate on the Credit Suisse
Credit Facility was 12.72%. The Company is not in compliance with certain
non-financial covenants of the Credit Suisse Credit Facility. As a result of
not receiving waivers of these violations, Credit Suisse could accelerate the
$55 million loan at anytime and therefore, the loan has been classified as a
current liability. Additionally, all escrow amounts have been classified as
current assets.
In connection with pending litigation, the minority Board members have
challenged the authorization and enforceability of certain agreements entered
into and actions taken by the Company, including the Credit Facility and
certain related agreements and related actions. (See Note 8 to the consolidated
financial statements).
The net loss for the six months ended December 31, 1997 was
($5,241,718). Cash flows used in operating activities amounted to
approximately $3,243,831. The net loss incurred by the Company includes
approximately $3,200,000 of other non-cash expenses.
Cash provided by investing activities was $7,259,045 during the six
months ended December 31, 1997, primarily the result of proceeds of
approximately $8,400,000 from the sale of land at Garden State Park, offset by
a non-refundable payment of $600,000 to purchase an option to acquire certain
leasehold interests, El Rancho development costs of approximately $114,251 and
capital expenditures of approximately $449,373.
Cash used in financing activities was $2,751,768, during the six months
ended December 31, 1997, consisting principally of principal payments made
to Sun Bank in the amount of $6,000,000, deposits of $1,370,120 to escrow
funds as a result of the sale of land at Garden State Park, and payments made
on various short and long term notes of $1,021,000, partially offset by
amounts drawn from the Credit Suisse escrow accounts in the amount of
$5,661,749.
Restricted cash and investments of $1,555,415 as of December 31, 1997
consisted of horsemen's deposits held by the racetracks for race nominations,
purse winnings, and funds held for uncashed mutuel ticket sales due to the
patrons or government authorities. As restricted cash, these cash funds are
not available for other Company operations.
The Company's scheduled principal payment on debt service, excluding
acceleration of the Credit Suisse Note, is expected to be approximately
$1,190,000 during the next twelve months. This amount includes payments due on
the Freehold debt and various other note payments.
Capital expenditures were approximately $450,000 during the first half
of fiscal 1998 and are expected to be approximately $625,000 in fiscal 1998.
Interest on the Credit Suisse Credit Facility debt was approximately
$3,500,000 for the first six months of fiscal 1998. Expenses in connection
with the El Rancho property for carrying costs, including real estate taxes,
utilities, security and maintenance were approximately $574,000 in the six
months ended December 31, 1997. Additionally, professional fees for
consultants, legal and on-going architectural work in connection with the El
Rancho were approximately $114,000 in the six months ended December 31, 1997.
The Company currently estimates that the funds made available from the
$55 million Credit Suisse Credit Facility and placed in the interest reserve
and El Rancho project escrow accounts, together with the Company's cash
balances, will be sufficient to finance the Company's operations and the
expected expenditures and carrying costs of the El Rancho property at least
through March 31, 1999. The Company believes that additional financing in the
amount of $50 million will be sufficient to complete the development of the El
Rancho property under the "CountryLand" theme. The Company has also
considered expanding the CountryLand project to the extent that the
development costs could increase by an additional $25 million. If the Company
is successful in obtaining the necessary funding, it anticipates that once
construction is fully under way at the El Rancho property, it would take
approximately eighteen months to complete and commence gaming operations.
However, due to the pending litigation discussed in Note 8 to the consolidated
financial statements, it is unlikely that any additional funding will be
obtained in order to develop the El Rancho property.
The Company is involved in various lawsuits brought by certain minority
Board members and believes that while such litigation is pending, it is
unlikely that Credit Suisse or another major lending institution will provide
additional funding to the Company. The Company's inability to obtain such
additional funding by March 31, 1999 could have a serious financial impact
upon the Company and its results of operations. If the Company is
unsuccessful in obtaining such additional funding, whether from Credit Suisse
or another lender, by the end of calendar year 1998, it may be necessary to
either (i) establish a joint venture relationship with respect to the El
Rancho property and/or other Company property or (ii) sell the El Rancho
property and/or other corporate assets in order to satisfy the outstanding
Credit Suisse debt in the amount of $55 million, becoming due on June 1, 1999,
if no extension is granted and also to provide funds for working capital
purposes beyond such date.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 6
to the consolidated financial statements, the Company is in violation of
several non-financial loan covenants with its major lender. As a result of
not obtaining waivers of these violations, its $55 million credit facility has
been classified as a current liability and payment could be demanded
immediately. The Company is continuing discussions with this lender as to the
granting of waivers or other remedies that could be reached in connection with
the litigation settlement negotiations described below. (See Note 8 to the
consolidated financial statements).
The Company and certain of its directors and stockholders are involved
in various legal proceedings as more fully described in Note 8 to the
consolidated financial statements. Several of
these actions are at a standstill as the parties are in the final stages of
settlement negotiations. Although the parties believe a settlement is
imminent, there can be no assurance that a settlement will be reached or as to
the terms thereof. In the event a settlement cannot be reached, it is not
possible to determine with any precision the probable outcome or the amount of
liability, if any, and the resultant effects on the Company's financial
position, results of operations or cash flows.
Additionally, the Company has sustained a net loss of approximately $17.4
million and $1.1 million during fiscals 1997 and 1996, respectively, and a net
loss of $5,241,718 through December 31, 1997. While the Company believes its
projected cash flows from operations will be sufficient to meet its operating
needs through March 1999, there can be no assurances beyond that date. These
projections do not reflect the impact of its default under the Credit Suisse
Credit Facility or the effects of the above mentioned litigation.
While the Company is continuing to monitor and reduce its operating
expenses, including payroll, it is also considering the sale of certain assets
or operations, including the possible sale of the El Rancho property, as part
of the litigation settlement negotiations described above and the possible
sale of all or some of its racing operations.
Seasonality and Effect of Inclement Weather
Because horse racing is conducted outdoors, a number of variables
contribute to the seasonality of the business, most importantly weather.
Weather conditions, particularly during the winter months, sometimes cause
cancellation of races or severely curtail attendance, which reduces live and
simulcast wagering both on site and off site.
In addition a disproportionate amount of the Company's revenue is
received during the period September through May of each year because Garden
State Park and Freehold Raceway only conduct simulcast receiving (not live
racing) during the summer months. As a result, the Company's revenue has been
greatest in the second and third quarters of the year.
Impact of Year 2000 on the Company's System
Management is in the process of determining whether all of the Company's
accounting and operational systems are year 2000 compliant. Although there
can be no assurances, management does not expect the costs associated with any
required conversions of systems to ensure year 2000 compliance to be
significant.
Results of Operations for the Three Months Ended December 31, 1997
Total revenues for the three months ended December 31, 1997 and 1996
were $20,662,090 and $19,973,491 respectively. The increase of $688,599 is
primarily the result of increases in revenues generated by Freehold Raceway
and Garden State Park, as is more fully described below.
For the three months ended December 31, 1997, the Company's operating
income was $411,665 as compared to operating income for the same period in the
prior fiscal year of $99,394, an increase of $312,271. Total operating
expenses increased $376,328 or 2%. Direct operating expenses, cost of
revenues and depreciation and amortization decreased $310,084 or, less than
2%. General and administrative expense of $3,207,931 increased $796,922 or
33%, from the prior year amount of $2,411,009. The increase in general and
administrative expenses is principally attributable to: 1) an increase in the
legal, professional and consulting fees associated with the various legal
actions filed in Chancery Court and the DGE investigation (See Note 8 to the
consolidated financial statements); 2) an executive officer hired
January 15, 1997 and corporate administrative salaries which reflect the
additional employees that were hired in the third
quarter of fiscal 1997; 3) severance amounts accrued for a terminated
officer; and 4) corporate, administrative, rent and travel expenses
associated with establishing an executive office in New Mexico. The costs
associated with options granted decreased $122,513 from the comparable three
month period in the prior year. Carrying costs incurred for the El Rancho
property increased $12,000 from the comparable period in fiscal 1996.
During the three months ended December 31, 1997, the Company incurred a
net loss of ($2,197,836) in comparison to a net loss of ($3,607,734) for the
same period in the prior fiscal year. The decrease in losses of $1,409,898
from the three months ended December 31, 1996 primarily resulted from the net
effects of: 1) a non-recurring write-off for the three months ending
December 31, 1996 of $2,585,000 in non-refundable deposits associated with the
option to purchase a parcel of land adjoining the El Rancho property in Las
Vegas; offset by 2) an increase in interest expense of $966,341 which
reflects higher indebtedness levels incurred by the Company and the Company's
current policy of expensing all interest due to the suspended development of
the El Rancho property; 3) an increase of the amortization of financing costs
of $558,510 which reflects the cost associated with the Company's new
indebtedness; and 4) an increase in the operating income as discussed above.
The New Jersey Division of Gaming Enforcement ("DGE") is currently
investigating in accordance with its statutory obligation to determine the
qualification of the Company and its directors and significant stockholders in
connection with Garden State Park's and Freehold Raceway's licenses with the
Casino Control Commission ("CCC") and the Racing Commission. The Company has
no information with respect to the potential outcome of such investigation.
In the event that the DGE concludes that one or more of such individuals are
not qualified, the CCC and/or the Racing Commission may require any such
stockholder to divest his interest and any such director may be asked to
resign. Failure of such individuals to comply with such requests could
jeopardize the Company's racing licenses and ability to conduct business with
any casino licensees, including simulcasting to Atlantic City casinos, which
could have a significant negative impact on the Company's future operations.
Results of Operations for the Six Months Ended December 31, 1997
Total revenues for the six months ended December 31, 1997 and 1996 were
$35,211,890 and $34,304,453 respectively. The increase of $907,437 is
primarily the net result of an increase in revenues at the Company's
racetracks, as more is fully described below, partially offset by a decrease
in investment income of approximately $50,000.
For the six months ended December 31, 1997 the Company incurred an
operating loss of ($18,440) as compared to an operating loss for the same
period in the prior fiscal year of ($338,751), a decrease in the loss of
$320,311. Total operating expenses increased $587,126 or 2%. Direct
operating expenses, cost of revenues and depreciation and amortization
decreased $855,805 or less than 3%. General and administrative expenses of
$5,620,142 increased $805,284, or 17%, from the prior year amount of
$4,814,858. The increase in general and administrative expenses is
principally attributable to: 1) an increase in the legal, professional and
consulting fees associated with the various legal actions filed in Delaware
Chancery Court and the DGE investigation (See Note 8); 2) an executive
officer hired January 15, 1997, and corporate administrative salaries which
reflect the additional employees that were hired in the third quarter of
fiscal 1997; 3) severance amounts accrued for a terminated officer; and 4)
corporate, administrative, rent and travel expenses associated with
establishing an executive office in New Mexico. Carrying costs incurred for
the El Rancho property decreased $8,628 from the comparable period in 1996.
During the six months ended December 31, 1997, the Company incurred a
net loss of ($5,241,718) in comparison to a net loss of ($4,978,968) for the
same period in the prior fiscal year. The increase in losses of $262,750 from
the six months ended December 31, 1996 primarily resulted from the net effects
of: 1) an increase in interest expense of $2,074,961 which reflects higher
indebtedness levels incurred by the Company and the Company's current policy
of expensing all interest due to the suspended development of the El Rancho
property; 2) an increase of the amortization of financing costs of $1,119,673
which reflects the cost associated with the Company's new indebtedness;
partially offset by 3) a non-recurring write-off for the three months ended
December 31, 1996 of $2,585,000 in non-refundable deposits associated with the
option to purchase a parcel of land adjoining the El Rancho property in Las
Vegas; and 4) a decrease in the operating losses as discussed above.
Garden State Park:
Garden State Park's 1997 Harness Meet began
September 5, 1997 and ran 51 dates primarily on a four night per week basis
until December 13, 1997.
Garden State Park's 1998 Thoroughbred Meet began January 1, 1998 and is
scheduled to run through May 23, 1998. The 1998 Thoroughbred Meet was
conducted in the afternoon on the opening day and is being conducted in the
evenings for three times a week during the remainder of the meet, for a total
of 63 racing dates.
The Company has received approval from the New Jersey Racing Commission
to run a 51 night Harness Meet from September 4 through December 12, 1998.
During the three and six months ended December 31, 1997, Garden State
Park realized net income of $775,422 and $1,418,145, respectively.
Comparative quarterly and year-to-date net income (loss) at Garden State
Park are as follows:
<TABLE>
<S> <C><C> <C><C> <C><C>
Net Income (Loss) Net Increase
Fiscal 1998 Fiscal 1997 (Decrease)
1st Quarter $ 662,723$ (122,928)$ 785,651
2nd Quarter 755,422 356,070 399,352
Year-to-Date $ 1,418,145$ 233,142$ 1,185,003
</TABLE>
During the three months ended December 31, 1997, Garden State Park's
revenue increased $114,273 or 1% to $9,744,237 from the $9,629,964 for the
corresponding three month period in the prior fiscal year, primarily
reflecting the effect of an increase in revenues generated from simulcasting
to and from other racetracks, partially offset by a decrease in live wagering
income. Expenses decreased $285,079 or 3% for the three months ended
December 31, 1997. Wages and benefits decreased as a result of the Company's
effort to cut overhead and operating costs. Additional savings were realized
by reducing outside services during simulcast periods and a reduction in
utilities, insurance and materials and supplies. As a result of the increased
revenues and decreased expenses, Garden State Park realized net income of
$755,422, as compared to net income of $356,070 in the same quarter of the
prior fiscal year.
During the six months ended December 31, 1997, Garden State Park's
revenue increased $368,111 or 2% to $16,098,024 from $15,729,913 for the
corresponding six month period in the prior fiscal year, primarily reflecting
the effect of increased revenues generated from simulcasting partially offset
by a decrease in live wagering as discussed above. Expenses decreased
$816,892 or 6% for the six months ended December 31, 1997, primarily as a
result of the cost savings for wages and benefits, insurance, utilities and
outside services. As a result of the increased revenues and decreased
expenses, Garden State Park realized net income of $1,418,145 as compared to
net income of $233,142 during the comparable six month period in the prior
fiscal year.
During the three month period of harness racing ended December 31, 1997,
the average live wagering at Garden State Park was $127,343, a 7% decrease
from the corresponding prior period amount of $151,408. During this period 37
live days of wagering were conducted for the current year and 41 days for the
prior year. During the periods of live racing Garden State Park also
simulcasted its racing signal to other race tracks around the country. The
average simulcast wagering at these tracks increased 16% over the prior year.
During periods of live racing and most other days, Garden State Park receives
simulcasts from other racetracks during the day and evening. The average
daily wagering on simulcasts was $283,225 for the three months ended December
31, 1997, a 3% decrease from the corresponding prior period amount of
$275,008.
During the six month period of harness racing ended December 31, 1997,
the average live wagering at Garden State Park was $133,862 a 13% decrease
from the corresponding prior period amount of $154,242. During this period 51
live days of wagering were conducted during the current year as compared to 55
days for the prior year. During the periods of live racing Garden State Park
also simulcasted its racing signal to other race tracks around the country.
The average simulcast wagering at these tracks increased 17% over the prior
year. During periods of live racing and most other days, Garden State Park
receives simulcasts from other racetracks during the day and evening. The
average daily wagering on simulcasts was $291,447 for the six months ended
December 31, 1997, a slight decrease from the corresponding prior period
amount of $291,612.
Freehold Raceway:
The Company conducts its Harness Meet through Freehold Racing
Association, Inc. ("FRA") and Atlantic City Harness, Inc. ("ACH"), the
operating companies of Freehold Raceway. Freehold Raceway races under two
separate identities. FRA raced 99 days from August 14, 1997 thru December 31,
1997. ACH will race 97 days from January 1, 1998 through May 25, 1998. The
Company has received approval from the New Jersey Racing Commission to run a
92 day FRA harness meet from August 13 through December 31, 1998.
During the three and six months ended December 31, 1997, Freehold
Raceway realized net income before taxes of $1,698,545 and $2,762,087,
respectively.
Comparative quarterly and year-to-date net income before taxes at
Freehold Raceway are as follows:
<TABLE>
<S> <C><C> <C><C> <C><C>
Net Income Before Taxes Net Increase
Fiscal 1998 Fiscal 1997 (Decrease)
1st Quarter $ 1,063,542$ 1,203,898$ (140,356)
2nd Quarter 1,698,545 1,118,505 580,040
Year-to-Date $ 2,762,087$ 2,322,403$ 439,684
</TABLE>
During the three months ended December 31, 1997, Freehold Raceway's
revenue was $10,899,278, a slight increase when compared to the corresponding
three month period in the prior fiscal year. Expenses decreased when compared
to the same period in the prior fiscal year primarily as a result of a
decrease in salary and benefit expense primarily resulting from the Company's
effort to cut overhead and operating costs. The increase in revenues and
decrease in expenses primarily accounted for the racetrack realizing income
before taxes of $1,698,545 for the three months ended December 31, 1997 as
compared to income before taxes of $1,118,505 during the three months ended
December 31, 1996.
During the six months ended December 31, 1997 Freehold Raceway's revenue
was $19,087,777, a slight increase when compared to the corresponding period
in the prior fiscal year. Expenses decreased $238,534 or 2% for the six
months ended December 31, 1997 when compared to the same period in the prior
fiscal year primarily as a result of a decrease in salaries and benefits as
discussed above. As a result of increased revenues and decreased expenses,
Freehold Raceway realized net income before taxes of $2,762,087 for the first
half of fiscal 1998 as compared to net income before taxes of $2,322,403 for
the first half of fiscal 1997.
During the three month period of harness racing ended December 31, 1997,
the average live wagering at Freehold Raceway was $208,308 a 9% decrease from
the corresponding prior period amount of $229,582. During this period 62 live
days of wagering were conducted during the current year and 64 days for the
prior year. During the periods of live racing Freehold Raceway also
simulcasted its racing signal to other race tracks around the country. The
average simulcast wagering at these tracks increased 5% over the prior year.
During periods of live racing and most other days Freehold Raceway receives
simulcasts from other racetracks during the day and evening. The average
daily wagering on simulcast was $350,655 for the three months ended December
31, 1997, a 10% increase from the corresponding prior period amount of
$319,852.
During the six month period of harness racing ending December 31, 1997,
the average live wagering at Freehold Raceway was $216,829 a 13% decrease from
the corresponding prior period amount of $248,819. During this period 99 live
days of wagering were conducted during the current year as compared to 100
days for the prior year. During the periods of live racing Freehold Raceway
also simulcasted its racing signal to other race tracks around the country.
The average simulcast wagering at these tracks increased 7% over the prior
year. During periods of live racing and most other days Freehold Raceway
receives simulcasts from other racetracks during the day and evening. The
average daily wagering on simulcast was $331,600 for the six months ended
December 31, 1997 a 7% increase from the corresponding prior period amount of
$309,361.
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 Form 8-K with respect to the
quarter ended December 31, 1997.
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.
May 22 1998 /s/Nunzio P, DeSantis
Nunzio P. DeSantis, President,
Chief Executive Officer and Director
(Principal Executive Officer)
May 22, 1998 /s/William H. Warner
William H. Warner,
Treasurer
(Principal Financial and Accounting
Officer)
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