<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
/x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 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 3,451,699 shares of common stock, $.01 par value per share,
outstanding as of August 9, 2000.
<PAGE>
Canterbury Park Holding Corporation
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C> <C>
PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999.............................................3
Consolidated Statements of Operations for the periods ended
June 30, 2000 and 1999..........................................................4
Consolidated Statements of Cash Flows for the periods ended
June 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
</TABLE>
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
----------------------------------------------------------------------------------------------------------------------
JUNE 30,
2000 DECEMBER 31, 1999
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,451,298 $ 1,350,052
Accounts receivable 200,059 187,463
Inventory 189,455 72,908
Deposits 20,000 20,000
Prepaid expenses 445,114 136,686
Income tax refund receivable 113,693 6,693
----------------- ------------------
Total current assets 2,419,619 1,773,802
PROPERTY AND EQUIPMENT, net of accumulated depreciation
of $4,888,606 and $4,452,222, respectively 10,699,292 8,084,431
DEFERRED TAX ASSET 370,800 330,800
----------------- ------------------
$ 13,489,711 $ 10,189,033
================= ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,410,590 $ 816,020
Accrued wages and payroll taxes 528,669 154,665
Accrued interest 14,210 7,453
Advance from MHBPA 305,006 367,011
Accrued property taxes 293,980 292,546
Payable to horsepersons 127,833 100,538
Construction loan payable (Note 2) 1,064,169
----------------- ------------------
Total current liabilities 4,744,457 $ 1,738,233
COMMITMENTS AND CONTINGENCIES (Note 4)
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 10,000,000 shares authorized,
3,451,699 and 3,371,999, respectively, shares issued and
outstanding 34,517 33,720
Additional paid-in capital 9,860,879 9,493,101
Accumulated deficit (1,150,142) (1,076,021)
----------------- ------------------
Total shareholders' equity 8,745,254 8,450,800
----------------- ------------------
$ 13,489,711 $ 10,189,033
================= ==================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Pari-mutuel $ 4,527,572 $ 4,716,646 $ 7,570,711 $ 7,589,561
Card Club Revenues 3,481,078 3,481,078
Concessions 1,141,962 840,450 1,535,040 1,263,017
Admissions and parking 185,019 219,643 191,259 226,853
Programs and racing forms 189,247 218,084 317,235 348,891
Other operating revenue 129,374 174,988 318,267 378,274
------------------- ------------------- -------------------- -------------------
9,654,252 6,169,811 13,413,590 9,806,596
OPERATING EXPENSES:
Pari-mutuel expenses
Statutory purses 1,760,990 1,507,224 2,054,822 1,773,733
Host track fees 551,758 558,233 1,050,014 1,033,612
Pari-mutuel taxes 39,645 53,510 74,306 77,040
Minnesota breeders' fund 268,650 235,010 429,030 386,601
Salaries and benefits 3,761,225 1,619,171 4,817,192 2,472,333
Cost of concession sales 453,641 242,723 561,991 363,092
Cost of publication sales 247,181 262,170 391,767 406,901
Depreciation and amortization 261,241 184,359 436,384 366,105
Utilities 279,956 202,628 457,413 357,338
Repairs, maintenance and supplies 546,053 266,828 675,002 370,622
Property taxes 64,532 57,767 131,932 114,698
Advertising and marketing 756,005 548,741 912,309 651,577
Other operating expenses 1,072,085 739,639 1,527,014 1,100,203
------------------- ------------------- -------------------- -------------------
10,062,962 6,478,003 13,519,176 9,473,855
NONOPERATING (EXPENSES) REVENUES:
Interest expense (25,053) (7,520) (34,383) (21,261)
Other, net 22,875 3,501 42,848 3,735
------------------- ------------------- -------------------- -------------------
(2,178) (4,019) 8,465 (17,526)
------------------- ------------------- -------------------- -------------------
(LOSS) INCOME BEFORE INCOME TAX (410,888) (312,211) (97,121) 315,215
INCOME TAX BENEFIT (EXPENSE)
(Note 1) 159,000 50,000 23,000 (50,000)
------------------- ------------------- -------------------- -------------------
NET (LOSS) INCOME $ (251,888) $ (262,211) $ (74,121) $ 265,215
=================== =================== ==================== ===================
BASIC NET (LOSS) INCOME PER
COMMON SHARE $ (.07) $ (.08) $ (.02) $ .09
=================== =================== ==================== ===================
DILUTED NET (LOSS) INCOME PER
COMMON SHARE $ (.07) $ (.08) $ (.02) $ .08
=================== =================== ==================== ===================
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) / Income $ (74,121) $ 265,215
Adjustments to reconcile net income / (loss) to net cash provided by
operations:
Depreciation and amortization 436,384 366,105
Increase in accounts receivable (12,596) (126,164)
Increase in other current assets (424,975) (170,198)
Decrease in income taxes payable (70,000) (160,875)
Increase in accounts payable and accrued expenses 1,968,574 1,215,610
Increase in payable to horsepersons 27,295
Increase / (decrease) in accrued interest 6,757 (88,809)
Decrease / (increase) in deferred tax asset 40,000 (33,620)
Increase / (decrease) in accrued property taxes 1,434 (31,575)
---------------------- ---------------------
Net cash provided by operations 1,818,752 1,235,689
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (3,051,245) (334,315)
---------------------- ---------------------
Net cash used in investing activities (3,051,245) (334,315)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 331,575 330,466
Payment on advance from MHBPA, net (62,005) (362,215)
Payments on borrowings under credit agreement (net) (608,449)
Proceeds from construction loan 1,064,169
---------------------- ---------------------
Net cash provided by / (used in) financing activities 1,333,739 (640,198)
NET INCREASE IN CASH 101,246 261,176
CASH AT BEGINNING OF PERIOD 1,350,052 372,171
---------------------- ---------------------
CASH AT END OF PERIOD $ 1,451,298 $ 633,347
====================== =====================
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED JUNE 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
June 30,1999, income tax expense of approximately $80,000 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 June
30, 2000, the consolidated statements of operations for the three and six
months ended June 30, 2000 and 1999, the consolidated statements of cash
flows for the six months ended June 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 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 June 30, 2000. The Company also
entered into a construction loan agreement with Bremer Bank on April 20,
2000. The construction loan will be converted into a five year installment
loan in August 2000. Advances on this construction loan totaled $1,064,169
at June 30, 2000. The maximum principal amount of the loan is $1,587,000 at
a floating rate of prime 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 June 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>
Six Months Ended June 30, 2000 Six Months Ended June 30, 1999
----------------------------------------------------------- ------------------------------------------
Horse Card Horse
Racing Club Concessions Total Racing Concessions Total
------------- ------------ ---------------- ------------ ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues from external
customers $8,322 $3,539 $1,553 $13,414 $8,491 $1,316 $9,807
Intersegment revenues 306 265 571 308 308
Net interest expense (24) 15 (9) 17 17
Depreciation and
amortization 354 82 436 366 366
Segment income (loss)
before income taxes 200 (297) (83) (180) 315 48 363
Segment Assets $10,917 $2,434 $576 $13,927 $9,820 $479 $10,299
============= ============= ================ ============ ============ =============== ============
</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>
Six Months Six Months
Ended Ended
June 30,2000 June 30,1999
------------------- -------------------
<S> <C> <C>
REVENUES
Total revenue for reportable segments $13,985 $10,115
Elimination of intersegment revenues (571) (308)
------------------- -------------------
Total consolidated revenues 13,414 9,807
=================== ===================
(LOSS) INCOME BEFORE INCOME TAXES
Total segment (loss) income before income taxes $(180) $363
Elimination of intersegment loss (income) before income
taxes 83 (48)
------------------- -------------------
Total consolidated (loss) income before
income taxes (97) 315
=================== ===================
<CAPTION>
June 30, December 31,
2000 1999
------------------- -------------------
<S> <C> <C>
ASSETS
Total assets for reportable segments $13,927 $10,546
Elimination of intercompany receivables (437) (357)
------------------- -------------------
Total consolidated assets 13,490 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.
The Company does not have investments in derivatives and does not
participate in hedging activities. The Company is currently assessing the
impact SFAS No. 133 will have 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. Card Club operations commenced
on April 19, 2000 and contributed significantly to revenues in the second
quarter. The Card Club is open twenty-four hours a day, seven days a week
("24 / 7"). The Company receives a percentage of the wagers or a fee from the
players as compensation for providing the facility and services. The
Company's revenues for the periods from January 1, 2000 to June 30, 2000 and
January 1, 1999 to June 30, 1999 were derived primarily from pari-mutuel
take-out on horse races simulcast to Canterbury Park from racetracks
throughout the country and from live horse racing conducted at Canterbury
Park. During 2000 the Company plans to conduct 365 days of simulcast racing,
as well as 60 days of live thoroughbred and quarter horse racing which
commenced May 20th and runs through September 4th. 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 revenues, the Company
generates revenues from admissions, parking, publication sales, concession
sales, special events, facility rental, advertising and other sources.
The Minnesota Racing Commission is authorized by Minnesota law to
regulate Card Club operations. 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. Minnesota law requires that
the Racetrack's purse fund and the State of Minnesota Breeders' Fund receive a
total of 10% to 14% of the gross revenue generated by the Card Club.
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 $48,000 through June 30, 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 six months ended June 30, 2000 the Card Club generated a pre-tax operating
loss of approximately $300,000 primarily due to pre-opening expenses. These
pre-opening expenses include the development of the comprehensive operating
and marketing plans, recruiting and training of Card Club management, dealers
and other personnel, acquisition of assets, and development of security,
surveillance and other internal control systems required to safeguard Card
Club assets and the public. If revenue collections continue at current levels
and
9
<PAGE>
if operating expenses including labor and benefit costs stabilize by
the end of the third quarter, management anticipates that the Card Club may
generate an operating profit for fiscal year 2000.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999
Total operating revenues increased 36.8% during the six months ended
June 30, 2000 compared to the six months ended June 30, 1999, and increased
56.5% for the three months ended June 30, 2000 compared to the three months
ended June 30, 1999.
Card Club revenues were $3.5 million for the three month period ended June
30, 2000. The Card Club commenced operations on April 19, 2000. Approximately
$2.5 million of card club revenue was generated by the poker card games "Texas
Hold `Em", "Seven Card Stud", and "Omaha". The remaining $1.0 million of revenue
is attributable to "California" card games of "Pai Gow", "Super Nine", and
"Minnesota 21" (blackjack). Card Club revenues represented 35.5% and 56.4% of
total revenues for the six month and three month periods ended June 30, 2000,
respectively.
Concession sales for the quarter increased 35.9% compared to the same
period in 1999 due to concession sales of $304,000 in the Card Club. Excluding
the concession sales in the Card Club, concession revenues in 2000 were
consistent with revenues in the 1999 comparable periods.
Total pari-mutuel revenues decreased 0.2% in the six month period ended
June 30, 2000 compared to the same period in 1999, consistent with a slight
decrease in total simulcast handle. Live handle decreased only $200,000 compared
to the same period in 1999, despite 23 days of live racing in the 2000 period,
compared to 25 days of live racing in 1999. See the "Summary of Operating Data"
below.
Admission, parking and publication revenues for the six and three month
periods in 2000 were lower than the comparable periods in 1999. The decrease is
partly attributable to lower attendance year-to-date in 2000, but also to a
lower percentage of paid attendance in 2000 due to additional free admission
promotions in the current year. Parking revenues have increased compared to 1999
due to the commencement of 24 hour valet parking on April 19, 2000 to
accommodate Card Club patrons.
Other operating revenues decreased approximately $60,000 and $44,000 in
the six month and three month periods ended June 30, 2000, compared to the same
periods in 1999, due primarily to the timing of receipt of marketing sponsorship
revenues and lower revenues in miscellaneous categories.
10
<PAGE>
SUMMARY OF OPERATING DATA:
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999
<S> <C> <C>
RACING DAYS
Simulcast only days 159 156
Live and simulcast days 23 25
---------------------- -----------------------
Total Racing Days 182 181
ATTENDANCE
Simulcast only days 75,265 73,398
Live and simulcast days 86,317 89,812
---------------------- -----------------------
Total Attendance 161,582 163,210
ON-TRACK HANDLE
Simulcast only days $ 25,110,000 $ 24,390,000
Live and simulcast days
Live racing 5,700,000 5,869,000
Simulcast racing 5,336,000 5,994,000
OUT-OF-STATE LIVE HANDLE 3,497,000 3,928,000
---------------------- -----------------------
Total Handle $ 39,643,000 $ 40,181,000
AVERAGE DAILY ATTENDANCE
Simulcast only days 473 470
Live and simulcast days 3,753 3,592
ON-TRACK PER CAPITA WAGERING
Simulcast only days $ 334 $ 332
Live and simulcast days 128 132
ON-TRACK AVERAGE DAILY HANDLE
Simulcast only days $ 157,925 $ 156,346
Live and simulcast days 479,826 474,520
</TABLE>
As shown in the table above, total handle for the six months ended June 30,
2000 is down $538,000 or 1.3% compared to total handle during the six month
period in 1999 primarily due to a decrease in out-of-state live handle. The
decrease is due primarily to two fewer live racing days in 2000 compared to
1999. On-track handle on live racing days in 2000 is down approximately $827,000
or 7.0% compared to 1999, due to two fewer live racing days in the 2000 period.
Average daily attendance on live racing days has increased 4.5% while the per
capita wager has dropped from $132 to $128 or 3.0%. The combination of these two
factors has increased the on-track average daily handle on live race days by
1.1%. Wagering on simulcast races is slightly higher year-to-date in 2000 than
at June 30, 1999 primarily due to three additional simulcast only race days in
2000. As noted in the table above, average daily attendance, per capita wagering
and on-track average daily handle on simulcast only days have all increased
slightly.
11
<PAGE>
Total operating expenses increased 42.7% during the six month period ended
June 30, 2000 compared to the six month period ended June 30, 1999, and 55.3%
during the three months ended June 30, 2000 compared to the three month period
ended June 30, 1999. These increases are due primarily to pre-opening and
operating costs of the Card Club which opened April 19, 2000.
Pari-mutuel expenses have increased 10.3% and 11.3%, respectively, during
the six and three month periods of 2000 compared to 1999, due 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 $2.3 million or 94.9% for the
six month period ended June 30, 2000 compared the same period in 1999. Salaries
and benefit expenses increased by $2.1 million or 132.3% 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 six
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.
Depreciation and amortization expense increased 19.2% in the six month
period ended June 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 $100,000 and $77,000 for the six and three month
periods ended June 30, 2000 compared to June 30, 1999, respectively, primarily
due to the 24 / 7 operations of the Card Club.
12
<PAGE>
Repairs, maintenance and supplies costs increased 82.1% and 104.6% for the
six month and three month periods ended June 30, 2000 compared to June 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 $427,000 or 38.8% over the same six
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 six month and three month periods
ended June 30, 2000 compared to the same period in 1999. The Company paid
interest on a short-term construction loan totaling approximately $15,000 as of
June 30, 2000. The increase in interest income resulted from higher cash
balances in bank deposit accounts.
The loss before income taxes was ($97,121) for the six months ended
June 30, 2000 compared to income before income taxes of $315,215 for the six
months ended June 30, 1999. After an income tax benefit of $23,000 in 2000,
the net loss is ($74,121) compared to net income of $265,215. The loss before
income taxes for the quarter ended June 30, 2000 was ($410,888) compared to a
loss before income taxes of ($312,211) for the quarter ended June 30, 1999.
After an income tax benefit of $159,000 in the second quarter of 2000, the
net loss is ($251,888) compared to a net loss of ($262,211) for the second
quarter of 1999.
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the period January 1, 2000 through June 30, 2000, cash provided
by operating activities was $1,818,752, which resulted principally from an
increase in accounts payable and accrued expenses of $1,968,574 and
depreciation and amortization of $436,384. These items were partially offset
by increases in accounts receivable and other assets of $575,621, and a
decrease in income taxes payable of $70,000.
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 payroll of $374,004 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
$486,000 at June 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 $281,000 at June 30, 2000. The outstanding chip liability at
June 30, 2000 was approximately $50,000.
Net cash used in investing activities for the first six months of 1999
resulted primarily from improvements to the grandstand building, and
acquisitions of property and equipment primarily for the Card Club of
$3,051,245, compared to investments in building improvements and equipment of
$334,315 during the six month period ended June 30, 1999.
During the period January 1, 2000 through June 30, 2000, cash provided by
financing activities was $1,333,739, resulting primarily from proceeds from a
construction loan from Bremer Bank of $1,064,169. Exercises of stock options
during the first quarter of 2000 provided cash flows from financing activities
of $331,575. These were offset by net payments on the advance from the MHBPA of
$62,005. During the first six months of 1999, the Company used $608,449 to pay
off its borrowings under a line of credit with Bremer Bank and $362,215 to pay
down the advance from the MHBPA. These uses of cash were partially offset by net
proceeds received upon the exercise of stock options of $330,466.
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 made
draws on the construction loan of $1,064,169 through June 30, 2000. The final
draws on the construction loan occurred in August 2000, at which point the
construction loan converted to a conventional five year installment loan with a
principal amount of $1,586,750. The variable interest rate on this loan during
the period of construction was prime plus .25% or 9.75% at June 30, 2000. The
second installment loan commitment was for $290,700 to fund approximately 50% of
the acquisition costs of furniture, fixtures, and equipment related to the Card
Club. The Company used current cash flow to fund the acquisition costs of these
assets and has elected to allow the commitment to expire in August 2000.
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<PAGE>
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 six months ended June 30, 2000 and 1999, the Company transferred into
a trust account or paid directly to the MHBPA approximately $1,900,000 and
$2,000,000, respectively. At June 30, 2000, the Company had an additional
$305,006 liability to the MHBPA which will be paid with interest in 2000 in
accordance with the agreement.
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 June 30, 2000, the Company was in the middle of its 60-day 2000 live
race meet which features both thoroughbred and quarter horse racing.
Operating results during the third quarter of 2000 may be adversely
affected by a reduction in the number of major outdoor concerts hosted by the
Company during that period. The third quarter of the last three years have
included space rental and concession revenues from Lilith Fair which ended its
concert tour in 1999. In addition, the Bob Dylan / Paul Simon concert hosted in
July of 1999 has not been replaced.
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 in July 2000 and continues to
attempt to combine teleracing, live horse racing and card playing in its
advertising and promotions.
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, the Company may comment on anticipated future financial
performance. Such forward-looking statements, including statements contained in
this Report on Form 10-QSB, are subject to risks and uncertainties which may
adversely affect future financial performance, including, but not limited to,
fluctuations in attendance at the Racetrack, changes in the level of wagering by
patrons, continued interest in the unbanked card games offered at the Card Club,
legislative and regulatory changes, the impact of wagering products introduced
by competitors, higher than expected expenses, unprofitable operations of new
initiatives launched by the Company in future periods, and other risks
applicable to the gaming and horse racing industries generally.
15
<PAGE>
PART II
OTHER INFORMATION
<TABLE>
<S> <C>
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
The Company held its Annual Meeting of Shareholders on
June 1, 2000. Shareholders reelected the following directors
for a one year term: Brian C. Barenscheer, Gibson Carothers,
Terence McWilliams, Carin Offerman, Curtis A. Sampson,
Randall D. Sampson, and Dale H. Schenian. Not less than
3,319,833 shares were voted in favor of the reelection of
each of the directors (approximately 99% of all shares
eligible to vote).
In addition, the shareholders approved by a vote of
3,255,915 in favor and 67,177 opposed an amendment to the
Company's 1994 Stock Plan to increase the annual automatic
stock option grant to continuing directors provided in the
Plan from 2,000 shares to 3,000 shares per year.
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K
None
</TABLE>
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
Dated: August 11, 2000 /s/ Randall D. Sampson
----------------------------------
Randall D. Sampson,
President, Chief Executive Officer
and Treasurer
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