<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
XXX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2000.
___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________
TO__________.
Commission File Number 0-24554
Canterbury Park Holding Corporation
----------------------------------------------------------
(Exact name of business issuer as specified in its charter)
Minnesota 41-1775532
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1100 Canterbury Road, Shakopee, Minnesota 55379
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(612) 445-7223
---------------------------
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such report),
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
--- ---
The Company had 3,473,632 shares of common stock, $.01 par value per share,
outstanding as of November 10, 2000.
<PAGE>
Canterbury Park Holding Corporation
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of
September 30, 2000 and December 31, 1999..........................3
Consolidated Statements of Operations for the periods ended
September 30, 2000 and 1999.......................................4
Consolidated Statements of Cash Flows for the periods ended
September 30, 2000 and 1999.......................................5
Notes to Consolidated Financial Statements........................6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS..............................9
PART II. OTHER INFORMATION..........................................................16
Signatures.................................................................16
Exhibit Index..............................................................17
</TABLE>
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,816,703 $ 1,350,052
Accounts receivable 430,819 187,463
Receivable from MHBPA 120,585
Inventory 126,702 72,908
Deposits 20,000 20,000
Prepaid expenses 220,475 136,686
Income tax refund receivable 6,693
----------- -----------
Total current assets 2,735,284 1,773,802
PROPERTY AND EQUIPMENT, net of accumulated depreciation
of $5,179,317 and $4,452,222, respectively 11,080,180 8,084,431
DEFERRED TAX ASSET 246,900 330,800
----------- -----------
$14,062,364 $10,189,033
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,020,223 $ 816,020
Accrued wages and payroll taxes 706,155 154,665
Accrued interest 20,375 7,453
Advance from MHBPA 367,011
Accrued property taxes 358,512 292,546
Payable to horsepersons 168,624 100,538
Income tax payable 90,326
Short term portion of long term debt (Note 2) 273,985
----------- -----------
Total current liabilities 3,638,200 1,738,233
LONG TERM DEBT (Note 2) 1,178,093
COMMITMENTS AND CONTINGENCIES (Note 4)
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 10,000,000 shares authorized,
3,455,999 and 3,371,999, respectively, shares issued and
outstanding 34,560 33,720
Additional paid-in capital 9,881,555 9,493,101
Accumulated deficit (670,044) (1,076,021)
----------- -----------
Total shareholders' equity 9,246,071 8,450,800
----------- -----------
$14,062,364 $10,189,033
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Pari-mutuel $ 5,268,282 $ 4,880,562 $12,838,993 $12,470,123
Card club 4,066,769 7,547,847
Concessions 1,605,586 1,394,934 3,140,626 2,657,951
Admissions and parking 293,524 234,931 484,783 461,784
Programs and racing forms 202,090 202,976 519,325 551,867
Other operating revenue 259,459 211,651 577,726 589,925
----------- ----------- ----------- -----------
11,695,710 6,925,054 25,109,300 16,731,650
OPERATING EXPENSES:
Pari-mutuel expenses
Statutory purses 2,606,739 2,133,489 4,661,561 3,907,222
Host track fees 446,854 466,093 1,496,868 1,499,705
Pari-mutuel taxes 55,316 42,478 129,622 119,518
Minnesota breeders' fund 299,489 234,380 728,519 620,981
Salaries and benefits 3,948,564 1,584,525 8,765,756 4,056,858
Cost of concession sales 572,038 363,800 1,134,029 726,892
Cost of publication sales 297,987 254,239 689,754 661,140
Depreciation and amortization 290,711 188,605 727,095 554,710
Utilities 306,109 229,835 763,522 587,173
Repairs, maintenance and supplies 299,755 208,667 974,757 579,289
Property taxes 64,532 58,186 196,464 172,884
Advertising and marketing 598,269 396,401 1,510,578 1,047,978
Other operating expenses 1,081,300 776,668 2,608,314 1,876,871
----------- ----------- ----------- -----------
10,867,663 6,937,366 24,386,839 16,411,221
NONOPERATING (EXPENSES) REVENUES:
Interest expense (39,953) (5,575) (74,336) (26,836)
Other, net 45,904 7,351 88,752 11,086
----------- ----------- ----------- -----------
5,951 1,776 14,416 (15,750)
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAX 833,998 (10,536) 736,877 304,679
INCOME TAX (EXPENSE) BENEFIT (Note 1) (353,900) 28,000 (330,900) (22,000)
----------- ----------- ----------- -----------
NET INCOME $ 480,098 $ 17,464 $ 405,977 $ 282,679
=========== =========== =========== ===========
BASIC NET INCOME PER COMMON SHARE $ .14 $ .01 $ .12 $ .09
=========== =========== =========== ===========
DILUTED NET INCOME PER COMMON SHARE $ .13 $ .01 $ .11 $ .09
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 405,977 $ 282,679
Adjustments to reconcile net income to net cash provided by
operations:
Depreciation and amortization 727,095 554,710
Increase in accounts receivable (243,356) (144,191)
Increase in other current assets (137,583) (13,085)
Increase / (decrease) in income taxes payable 97,019 (160,875)
Increase in accounts payable and accrued expenses 1,755,693 599,544
Increase in payable to horsepersons 68,086 55,036
Increase / (decrease) in accrued interest 12,922 (100,280)
Decrease / (increase) in deferred tax asset 83,900 (84,620)
Increase / (decrease) in accrued property taxes 65,966 (119,662)
----------- -----------
Net cash provided by operations 2,835,719 1,131,511
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (3,722,844) (224,474)
Proceeds from sale of property and equipment 1,192
----------- -----------
Net cash used in investing activities (3,722,844) (223,282)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 389,294 1,073,854
Payment on advance from MHBPA, net (487,596) (456,368)
Payments on borrowings under credit agreement, net (608,449)
Proceeds from long term installment loan, net 1,452,078
----------- -----------
Net cash provided by financing activities 1,353,776 9,037
NET INCREASE IN CASH 466,651 432,073
CASH AT BEGINNING OF PERIOD 1,350,052 372,171
----------- -----------
CASH AT END OF PERIOD $ 1,816,703 $ 804,244
=========== ===========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies is included in the notes to
consolidated financial statements in the 1999 Annual Report on form 10-KSB.
INCOME TAXES - Income tax expense is computed by applying the estimated
annual effective tax rate to the year-to-date income. For the period ended
September 30,1999, income tax expense of approximately $153,000 is offset
by a reduction in the valuation allowance recorded on the deferred tax
asset related to the Company's net operating loss carryforward.
UNAUDITED FINANCIAL STATEMENTS - The consolidated balance sheet as of
September 30, 2000, the consolidated statements of operations for the three
and nine months ended September 30, 2000 and 1999, the consolidated
statements of cash flows for the nine months ended September 30, 2000 and
1999, and the related information contained in these notes have been
prepared by management without audit. In the opinion of management, all
accruals (consisting of normal recurring accruals) which are necessary for
a fair presentation of financial position and results of operations for
such periods have been made. Results for an interim period should not be
considered as indicative of results for a full year.
2. BANK BORROWINGS
The Company has a general credit and security agreement with Bremer Bank,
including a commercial revolving credit line which provides for maximum
advances of $2,250,000 with interest at the prime rate. The Company had no
borrowings under this credit line at September 30, 2000. The agreement also
provided for a short-term construction loan to finance construction of the
card club facility. The construction loan was converted into a five-year
installment loan on August 1, 2000. The outstanding principal balance of
the loan at September 30, 2000 is $1,452,000 at a floating rate of 9.75%
(the prime rate plus .25%). The credit agreement contains certain covenants
requiring the Company to maintain certain financial ratios. The Company was
in compliance with these requirements as of September 30, 2000. Management
believes that funds available under this credit and security agreement,
along with funds generated from simulcast and card club operations, will be
sufficient to satisfy its liquidity and capital resource requirements
during 2000.
3. OPERATING SEGMENTS
The Company has three reportable operating segments: horse racing, card
club and concessions. The horse racing segment includes simulcast and live
horse racing operations. The card club segment includes operations of the
card club. The concessions segment provides concessions during simulcast
and live racing, in the card club and during special events. The Company's
reportable operating segments are strategic business units that offer
different products and services. They are managed separately because the
segments differ in the nature of the products and services provided as well
as processes to produce those products and services. The horse racing and
card club segments are regulated by the State of Minnesota Racing
Commission.
6
<PAGE>
The accounting policies of the operating segments are the same as those
described in the summary of significant accounting policies.
Certain allocations are made to the Card Club segment by the horse racing
segment for shared facilities. No allocations for shared facilities are
made to concessions, however, the concessions segment pays approximately
25% of gross revenues to the horse racing segment for use of the
facilities.
The following table provides information about the Company's operating
segments (in 000's):
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
------------------------------------------ ------------------------------
Horse Card Horse
Racing Club Concessions Total Racing Concessions Total
---------- -------- ----------- ------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues from external
customers $14,384 $7,548 $3,177 $25,109 $13,985 $2,747 $16,732
Intersegment revenues 552 577 1,129 605 605
Net interest (income)
expense (66) 52 (14) 16 16
Depreciation and
amortization 540 187 727 555 555
Segment income before
income taxes 101 636 163 900 305 222 527
Segment Assets $10,927 $3,028 $ 652 $14,607 $ 9,833 $ 561 $10,394
========== ======== =========== ======= ======== =========== =======
</TABLE>
The following are reconciliations of reportable segment revenue, income
before income taxes, and assets, to the Company's consolidated totals (in
000's):
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
REVENUES
Total revenue for reportable segments $26,238 $17,337
Elimination of intersegment revenues (1,129) (605)
------------- -------------
Total consolidated revenues 25,109 16,732
============= =============
INCOME BEFORE INCOME TAXES
Total segment income before income taxes $ 900 $ 527
Elimination of intersegment income before income taxes (163) (222)
------------- -------------
Total consolidated income before income taxes 737 305
============= =============
September 30, December 31,
2000 1999
------------- ------------
ASSETS
Total assets for reportable segments $14,607 $10,546
Elimination of intercompany receivables (545) (357)
------------- ------------
Total consolidated assets 14,062 10,189
============= ============
</TABLE>
7
<PAGE>
4. CONTINGENCIES
In accordance with an Earn Out Note, given to the prior owner of the
racetrack as part of the consideration paid by the Company to acquire the
racetrack, if (i) off-track betting becomes legally permissible in the
State of Minnesota and (ii) the Company begins to conduct off-track betting
with respect to or in connection with its operations, the Company will be
required to pay to the IMR Fund, L.P. the greater of $700,000 per operating
year, as defined, or 20% of the net pretax profit, as defined, for each of
five operating years. At the date (if any) that these two conditions are
met, the five minimum payments will be discounted back to their present
value and the sum of those discounted payments will be recorded as an
increase to the purchase price. The purchase price will be further
increased if payments become due under the 20% of Net Pre-Tax Profit
calculation. The first payment is to be made 90 days after the end of the
third operating year in which off-track betting is conducted by the
Company. Remaining payments would be made within 90 days of the end of each
of the next four operating years.
5. CURRENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES,
was issued in June 1998. SFAS No. 133 provides a comprehensive standard for
the recognition and measurement of derivatives and hedging activities. The
standard requires all derivatives to be recorded on the balance sheet at
fair value and establishes special accounting for three types of hedges.
SFAS No. 133 is effective for the Company year beginning January 1, 2001.
Management has determined that SFAS No. 133 will have no material impact on
the Company's financial position and results of operations.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin ("SAB") No. 101 that provides the staff's views in
applying generally accepted accounting principles to selected revenue
recognition issues. Companies are required to modify their revenue
recognition policy to comply with SAB No. 101 by the fourth quarter of
fiscal 2000. While the Company does not believe the adoption of SAB No. 101
will have a material impact on its recognition of revenue, it continues to
evaluate the potential impact.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
GENERAL
Canterbury Park Holding Corporation (the "Company") owns and
operates Canterbury Park Racetrack (the "Racetrack"), the only pari-mutuel
horse racing facility in the State of Minnesota and Canterbury Park Card Club
(the "Card Club"), the only facility in the State of Minnesota given the
legislative authority to host unbanked card games in which players compete
against each other and not against the house. The Company receives a
percentage of the wagers or a fee from the players as compensation for
providing the Card Club facility and services. Card Club operations commenced
on April 19, 2000 and contributed significantly to revenues in the second and
third quarters of 2000. The Card Club is open twenty-four hours a day, seven
days a week ("24 / 7"). The Company's revenues for the periods from January
1, 2000 to September 30, 2000 were derived primarily from pari-mutuel
take-out on horse races simulcast to Canterbury Park from racetracks
throughout the country, from live horse racing conducted at Canterbury Park
and from its Card Club operations. During 2000 the Company completed 60 days
of live thoroughbred and quarter horse racing and plans to conduct 256 days
of card club operations and 365 days of simulcast racing. During live race
meets, the Company also televises its races to out-of-state racetracks around
the country and earns additional pari-mutuel revenue on wagers placed at
out-of-state racetracks. In addition to pari-mutuel and card club revenues,
the Company generates revenues from concession and publication sales,
admissions, parking, special events, facility rental, advertising and other
sources.
The Minnesota Racing Commission is authorized by Minnesota law to
regulate Card Club and horse racing operations. The law requires that up to
14% of the gross revenue generated by the Card Club be paid to the
Racetrack's purse fund and the State of Minnesota Breeders' Fund. The Card
Club's operating plan was approved by the Minnesota Racing Commission on
January 19, 2000. The Company hired a vice president of operations for the
Card Club in November 1999 and hired management and supervisory personnel for
the Card Club throughout 2000. The Company conducted an eight-week training
school for card dealers which commenced in late January 2000. The 15,828
square foot Card Club, constructed within the Canterbury Park grandstand
facility, was completed on schedule in mid-April 2000. Expenditures related
to the construction of the Card Club and enhancements to the facility were
approximately $2.3 million. The Company has entered into a lending agreement
with Bremer Bank to provide term financing for approximately 75% of the total
estimated costs of construction. Expenditures related to the acquisition of
furniture, fixtures, equipment and supplies were approximately $700,000 and
were funded with current cash flows.
9
<PAGE>
Revenue collections in the Card Club in the initial months have been
higher than management's expectations. The average daily revenue for the Card
Club was approximately $46,000 year-to-date through September 30, 2000 and
$44,000 in the third quarter of 2000. Management is currently evaluating the
possibility of expanding the Card Club from its current number of 41 tables
to the maximum number of 50 tables allowed by Minnesota law. In the nine
months ended September 30, 2000 the Card Club generated pre-tax operating
income of approximately $630,000 after incurring significant non-recurring
expenses in the second quarter of 2000. These non-recurring expenses included
the development of the comprehensive operating and marketing plans,
recruiting and training of Card Club management, dealers and other personnel,
and development of security, surveillance and other internal control systems
required to safeguard Card Club assets and the public.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999
Total operating revenues increased 50% during the nine months ended
September 30, 2000 compared to the nine months ended September 30, 1999, and
increased 68.9% for the three months ended September 30, 2000 compared to the
three months ended September 30, 1999.
Card Club revenues were approximately $7.5 and $4.1 million for
the nine month and three month periods ended September 30, 2000,
respectively. The Card Club commenced operations on April 19, 2000.
Approximately $5.3 and $2.9 million of card club revenue was generated by the
poker card games "Texas Hold `Em", "Seven Card Stud", and "Omaha" during the
nine and three month periods ended September 30, 2000, respectively. The
remaining $2.2 and $1.2 million of card club revenue for the nine and three
month periods, respectively, is attributable to "California" card games of
"Pai Gow", "Super Nine", and "Minnesota 21" (blackjack). Card Club revenues
represented 30.1% and 34.8% of total revenues for the nine month and three
month periods ended September 30, 2000, respectively.
Concession sales for the nine and three month periods ended
September 30, 2000, increased 18.2% and 15.1%, respectively, compared to the
same periods in 1999 due primarily to concession sales in the Card Club.
Sales of concessions in the Card Club of $770,000 and $440,000 for the nine
and three month periods, respectively, were offset by lower special event
concession revenues due to fewer large outdoor concerts in the third quarter
of 2000 compared to 1999. The Company hosted four days of large outdoor
concerts in 1999, compared to two days of large concerts and one smaller
evening concert in 2000.
Total pari-mutuel revenues increased 3.0% in the nine month period
ended September 30, 2000 compared to the same period in 1999, and 7.9% in the
three month period ended September 30, 2000. Total simulcast handle was down
slightly year-to-date, while live on-track handle increased $1.8 million or
12.8% compared to the same nine month period in 1999 due partly to four
additional race days in the 2000 live race meet. See the "Summary of
Operating Data" below.
10
<PAGE>
Admission and parking revenues for the nine and three month periods
in 2000 were higher than the comparable periods in 1999. The increase is
partly attributable to an increase of 11.1% in attendance on live days in
2000 compared to 1999, but also to the commencement of 24 hour valet parking
on April 19, 2000 to accommodate Card Club patrons.
Other operating revenues increased approximately $48,000 for the
three month period ended September 30, 2000, compared to the same period in
1999, due to increased receipts of marketing sponsorship revenues, higher
vehicle storage revenues and increased check cashing commissions.
SUMMARY OF OPERATING DATA
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPT. 30, 2000 SEPT. 30, 1999
<S> <C> <C>
RACING DAYS
Simulcast only days 214 217
Live and simulcast days 60 56
-------------- --------------
Total Racing Days 274 273
ATTENDANCE
Simulcast only days 91,662 92,865
Live and simulcast days 232,594 209,327
-------------- --------------
Total Attendance 324,256 302,192
ON-TRACK HANDLE
Simulcast only days $ 31,107,000 $ 31,665,000
Live and simulcast days
Live racing 15,673,000 13,898,000
Simulcast racing 13,151,000 12,779,000
OUT-OF-STATE LIVE HANDLE 9,647,000 10,427,000
-------------- --------------
Total Handle $ 69,578,000 $ 68,769,000
AVERAGE DAILY ATTENDANCE
Simulcast only days 428 428
Live and simulcast days 3,877 3,738
ON-TRACK PER CAPITA WAGERING
Simulcast only days $ 339 $ 341
Live and simulcast days 123 127
ON-TRACK AVERAGE DAILY HANDLE
Simulcast only days $ 145,360 $ 145,922
Live and simulcast days 480,400 476,375
</TABLE>
As shown in the table above, total handle for the nine months
ended September 30, 2000 increased by $809,000 or 1.2% compared to total
handle during the nine month period in 1999, primarily due to an increase in
live on-track handle, which was partly offset by a decrease in out-of-state
live handle and a decrease in simulcast handle. On-track live handle in 2000
increased approximately $1,775,000 or 12.8% compared to 1999 due primarily to
four
11
<PAGE>
additional live racing days during the 2000 live meet compared to 1999.
Average daily attendance on live racing days increased 3.7%, boosting the
average daily handle on live race days by .8%. The decrease of $780,000 in
out-of-state live handle is attributed to the loss of the Illinois market on
weekends. The decrease in simulcast handle is composed of an increase in
simulcast handle on live race days offset by a decrease in handle on
simulcast only days. While average daily attendance on simulcast only days
remains the same as last year, the decrease in the per capita wager has
reduced the simulcast average daily handle by .4%.
Total operating expenses increased 48.6% during the nine month
period ended September 30, 2000 compared to the nine month period ended
September 30, 1999, and 56.7% during the three months ended September 30,
2000 compared to the three month period ended September 30, 1999. The
increase in operating expenses for the comparative nine month period is due
primarily to the non-recurring pre-opening costs of the Card Club incurred in
the first and second quarters of 2000, as well as the ongoing costs of
operating the Card Club in the second and third quarters subsequent to
opening on April 19, 2000.
Pari-mutuel expenses have increased 14.1% and 18.5%, respectively,
during the nine and three month periods of 2000 compared to 1999, due
primarily to purse expense attributable to the Card Club. Under Minnesota
law, the Company is required to pay 10% of the first $6 million of gross Card
Club revenues as purse monies. After meeting the $6,000,000 threshold, the
Company must pay 14% of gross Card Club revenues as purse monies. The Company
estimates for each year, an estimated annual effective rate for purse monies
which is applied to gross Card Club revenues throughout the year. Of funds
allocated for purses, the Company pays 10% of the purse monies to the State
of Minnesota Breeders' Fund. The remaining 90% of the purse monies is divided
between thoroughbred (90%), quarterhorse (9%) and standardbred (1%) purse
funds.
Salaries and benefit expenses increased by $4.7 million or 116.1%
for the nine month period ended September 30, 2000 compared the same period
in 1999. Salaries and benefit expenses increased by $2.4 million or 149.2%
for the three month period compared to 1999. The commencement of Card Club
operations on April 19, 2000 is the primary reason for the increase.
Significant labor was required prior to the opening of the Card Club to hire
and train over 300 employees of the Card Club. The Card Club is open 24 hours
per day, seven days per week. Employees were hired to fill positions for
dealers, cage cashiers, security officers, surveillance, chip count,
administrative, and floor managers and supervisors. In addition the Company
continues to add numerous personnel to financial, administrative, marketing,
plant and other support areas to adequately handle the increased volume of
employees and revenue generating activities. Also increasing salaries and
benefit expenses in 2000 was the change in the Company's vacation policy to a
Personal Time Off (PTO) program. This change resulted in increased labor
accruals in 2000, and due to the commitment required to open the Card Club,
few employees used PTO time during the first nine months of 2000. In
addition, the Company experienced an increase in its health insurance rates
effective May 1, 2000. This rate increase, coupled with 300 additional
employees, resulted in the significant increase in costs for health insurance
in 2000 compared to 1999. Because numerous new employees hired were not
eligible for participation in health benefits until the third quarter of
2000, an increase in these medical costs is expected to continue into next
quarter.
12
<PAGE>
Depreciation and amortization expense increased 31.1% in the nine
month period ended September 30, 2000 compared to the same period in 1999.
The increase is attributable to building improvements and capital assets
acquired for the Card Club.
Utility costs increased $176,000 and $76,000 for the nine and
three month periods ended September 30, 2000 compared to September 30, 1999,
respectively, primarily due to the 24 / 7 operations of the Card Club.
Repairs, maintenance and supply costs increased 68.3% and 43.7%
for the nine month and three month periods ended September 30, 2000 compared
to September 30, 1999. The Company spent approximately $100,000 on repaving
and striping the parking lot, which was necessitated by all the additional
traffic the facility has experienced since the opening of the Card Club.
Repairs, maintenance and upgrading of other building systems have also
occurred to support the 24 / 7 operation. Supply expenses have increased due
primarily to items required for operation of the Card Club. Supply expenses
include, uniforms, radios, playing cards, office and computer supplies,
cleaning supplies, concession stand and kitchen supplies, plant supplies and
other.
Advertising and marketing expenses increased in 2000 compared to
1999 due to expenditures related to the opening of the Card Club. The Company
experienced increased costs for the production and broadcast of television
advertising to promote the Card Club and live racing. The Company also hosted
its Card Club Grand Opening on June 2nd through 4th of 2000. In addition, the
Company incurred expenses related to the design and production of a new
Company logo.
Other operating expenses increased $731,000 or 39.1% over the same
nine month period in 1999. Increases due to printing of various Card Club
forms, materials and brochures; personnel expenses, including advertising,
training and orientation; workers' compensation premiums and contract labor
due to the significant staffing requirements when the Card Club opened. The
usage of contract labor has declined due to the hiring of additional staff.
Interest expense increased during the nine month and three month
periods ended September 30, 2000 compared to the same period in 1999. The
Company entered into a short-term construction loan agreement in April, which
converted to a five-year installment loan on August 1, 2000. The original
principal amount on the loan was $1.5 million. Interest accrued at the prime
rate plus .25%, or 9.75% during the 2000 period. The increase in other
nonoperating revenues is due to an increase in interest income which resulted
from higher cash balances in bank deposit accounts.
Income before income taxes was $736,877 for the nine months ended
September 30, 2000 compared to income before income taxes of $304,679 for the
nine months ended September 30, 1999. After income tax expense of $330,900 in
2000, net income is $405,977 compared to net income of $282,679. Income
before income taxes for the quarter ended September 30, 2000 was $833,998
compared to a loss before income taxes of ($10,536) for the quarter ended
September 30, 1999. After income tax expense of $353,900 in the third quarter
of 2000, net income is $480,098 compared to net income of $17,464 for the
third quarter of 1999.
The Company currently anticipates fourth quarter revenues in the
range of $7 million to $8 million, which would bring full-year 2000 revenues
to the range of $32 million to $33 million.
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Fourth quarter earnings are currently anticipated in the range of $.10 to$.15
per diluted share, which would bring full-year earnings to the range of $.21
to $.26 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
During the period January 1, 2000 through September 30, 2000, cash
provided by operating activities was $2,835,719, which resulted principally
from net income of $405,977, an increase in accounts payable and accrued
expenses of $1,755,693 and depreciation and amortization of $727,095. These
items were partially offset by increases in accounts receivable and other
assets of $243,356, and an increase in other current assets of $137,583.
The increase in accounts payable and accrued expenses is due
primarily to increases in amounts payable to vendors due to the expansion of
business and to an increase in accrued salaries and benefits of $551,490
attributable to the addition of over 300 new employees related to the
commencement of Card Club operations in April. New liabilities related to the
Card Club amounted to approximately $979,000 at September 30, 2000. The
Company's policy is to collect a portion of card club wagers to fund a
"jackpot pool" and a "player pool". These accumulations of funds are used to
pay jackpots and to fund promotional purchases for giveaways or prizes in the
Card Club. These funds totaled approximately $559,000 at September 30, 2000.
The outstanding chip liability at September 30, 2000 was approximately
$97,000.
Net cash used in investing activities for the first nine months of
2000 resulted primarily from improvements to the grandstand building, and
acquisitions of property and equipment primarily for the Card Club of
$3,722,844, compared to investments in building improvements and equipment of
$224,474 during the nine month period ended September 30, 1999.
During the period January 1, 2000 through September 30, 2000, cash
provided by financing activities was $1,353,776, resulting primarily from
proceeds from an installment loan from Bremer Bank of $1,452,078 to fund the
construction of the card club. Exercises of stock options during the first
nine months of 2000 provided cash flows from financing activities of
$389,294. These were offset by net payments on the advance from the MHBPA of
$487,596. During the first nine months of 1999, the Company used $608,449 to
pay off its borrowings under a line of credit with Bremer Bank and $456,368
to pay down the advance from the MHBPA. These uses of cash almost entirely
offset the net proceeds received upon the exercise of stock options of
$1,073,854.
The Company renewed its general credit and security agreement with
Bremer Bank, a financial institution located in South Saint Paul, Minnesota
on April 20, 2000. The agreement continues to provide the Company with a
commercial revolving credit line with maximum advances of $2,250,000 and
interest at the prime rate. In addition, it provided the Company with
commitments for two installment loans to fund construction of the Card Club.
The first loan commitment was to provide funding for approximately 75% of the
construction costs of the Card Club at a floating rate of prime plus .25%.
The Company converted the construction loan to a conventional five year
installment loan with a principal amount of $1,586,750 on August 1, 2000. The
variable interest rate on this loan during the period from April 20, 2000
through September 30, 2000 was prime plus .25% or 9.75%. The second
installment loan commitment was for $290,700 to fund approximately 50% of the
acquisition costs of furniture, fixtures, and
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equipment related to the Card Club. The Company used current cash flow to
fund the acquisition costs of these assets and elected to allow the
commitment to expire in August 2000.
The Company is required by statute to segregate purse funds
received from wagering on simulcast races, live horse races and card playing
for future payment as purses for live horse races at the Racetrack or other
uses of Minnesota's horsepersons' association. Pursuant to an agreement with
the Minnesota Horseman's Benevolent and Protective Association, Inc.
("MHBPA"), during the nine months ended September 30, 2000 and 1999, the
Company transferred into a trust account or paid directly to the MHBPA
approximately $4,467,000 and $3,800,000, respectively. At September 30, 2000,
the MHPBA owed the Company $120,585 which it repaid with interest in October
2000.
The Company believes that the funds to be generated from
operations together with funds available under its $2,250,000 line of credit
with Bremer Bank will be sufficient to satisfy its liquidity and capital
resource requirements for the next twelve months.
OPERATING PLAN
At September 30, 2000, the Company had completed its 60-day 2000
live race meet which featured both thoroughbred and quarter horse racing.
The Company's operating plan for the Card Club is to continue to
operate on a 24 / 7 basis. The Company is currently considering an expansion
of the Card Club to the 50 tables authorized by statute. The Company has
implemented various promotions in the Card Club since its opening on April
20, 2000 and continues to strive to blend its teleracing, live horse racing
and card playing operations in its advertising and promotions.
During the fourth quarter of 2000, the Company has installed a
17,400 square foot temporary structure referred to as the "Paddock Pavilion".
The fully heated facility was constructed to accommodate trade shows, large
corporate outings and small to mid-size conventions which may, or may not be,
associated with horse racing or the Card Club. The Paddock Pavilion will
allow the Company to maintain its special event business despite the
reduction in square footage for these events due to construction of the Card
Club.
FACTORS AFFECTING FUTURE PERFORMANCE
From time to time, in reports filed with the Securities and
Exchange Commission, in press releases, and in other communications to
shareholders or the investing public, including this Form 10-QSB, the Company
may make forward-looking statements concerning possible or anticipated future
financial performance, business activities or plans which are typically
preceded by the words "believes," "expects," "anticipates," "intends" or
similar expressions. For such forward-looking statements, the Company claims
the protection of the safe harbor for forward-looking statements contained in
federal securities laws. Shareholders and the investing public should
understand that such forward-looking statements are subject to risks and
uncertainties which could cause actual performance, activities or plans to
differ significantly from those indicated in the forward-looking statements.
Such risks and uncertainties include, but are not limited to: fluctuations in
attendance at the Racetrack and Card Club, changes in the level of wagering
by patrons on horse racing and on the unbanked card games offered at the
Card Club, legislative and regulatory changes, the impact of wagering
products and technologies introduced by competitors; upward pressure on
salary and benefit expense due to the tight labor market; the general health
of the gaming sector; higher than expected expense related to new marketing
initiatives; and other factors discussed from time to time in the Company's
filings with the Securities and Exchange Commission.
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PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly cause this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Canterbury Park Holding Corporation
November 10, 2000 /s/ Randall D. Sampson
-------------------------------------------------
Randall D. Sampson,
President, Chief Executive Officer and Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
27 Financial Data Schedule
</TABLE>
17
