Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 2010.
OR
o
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: 001-31569
CANTERBURY
PARK HOLDING CORPORATION
(Exact Name of Registrant as
Specified in Its Charter)
Minnesota
|
|
41-1775532
|
(State or Other
Jurisdiction
of Incorporation or
Organization)
|
|
(I.R.S. Employer
Identification No.)
|
1100 Canterbury Road
Shakopee,
MN 55379
(Address of principal
executive offices and zip code)
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 past 90 days. YES
x
NO
o
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files). YES
o
NO
o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company (as defined in Exchange
Act Rule 12b-2).
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
x
|
Indicate by check mark
whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES
o
NO
x
The Company had 4,037,615 shares of common stock, $.01 par value,
outstanding as of August 12, 2010.
Table of Contents
PART 1 - FINANCIAL INFORMATION
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2010 AND DECEMBER 31, 2009 (Unaudited)
|
|
June 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
ASSETS
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
Cash
|
|
$
|
4,335,065
|
|
$
|
4,741,197
|
|
Restricted
cash
|
|
2,807,730
|
|
949,994
|
|
Short-term
investments
|
|
373,911
|
|
365,894
|
|
Accounts
receivable, net of allowance of $6,500
|
|
504,774
|
|
405,192
|
|
Inventory
|
|
367,797
|
|
178,512
|
|
Prepaid
expenses
|
|
606,723
|
|
465,084
|
|
Income
taxes receivable
|
|
|
|
168,979
|
|
Deferred
income taxes
|
|
425,542
|
|
296,500
|
|
Due
from Minnesota horsemen associations
|
|
34,676
|
|
32,353
|
|
Total
current assets
|
|
9,456,218
|
|
7,603,705
|
|
|
|
|
|
|
|
LONG-TERM
ASSETS
|
|
|
|
|
|
Deposits
|
|
20,000
|
|
20,000
|
|
Deferred
income taxes
|
|
537,000
|
|
28,850
|
|
Long-term
investments
|
|
250,000
|
|
250,000
|
|
Land,
buildings and equipment, net of accumulated depreciation of $18,051,128 and
$18,623,780, respectively
|
|
24,635,841
|
|
23,849,672
|
|
|
|
$
|
34,899,059
|
|
$
|
31,752,227
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
Accounts
payable
|
|
$
|
4,595,209
|
|
$
|
2,061,658
|
|
Card
Casino accruals
|
|
1,542,864
|
|
1,175,383
|
|
Accrued
wages and payroll taxes
|
|
1,504,446
|
|
635,182
|
|
Due
to MHBPA
|
|
146,151
|
|
35,422
|
|
Accrued
property taxes
|
|
509,566
|
|
511,136
|
|
Income
taxes payable
|
|
138,822
|
|
|
|
Payable
to horsepersons
|
|
42,057
|
|
31,444
|
|
Total
current liabilities
|
|
8,479,115
|
|
4,450,225
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS
EQUITY
|
|
|
|
|
|
Common
stock, $.01 par value, 10,000,000 shares authorized, 4,037,615 and 4,021,702,
respectively, shares issued and outstanding
|
|
40,376
|
|
40,217
|
|
Additional
paid-in capital
|
|
15,786,240
|
|
15,648,200
|
|
Retained
earnings
|
|
10,593,328
|
|
11,613,585
|
|
Total
stockholders equity
|
|
26,419,944
|
|
27,302,002
|
|
|
|
$
|
34,899,059
|
|
$
|
31,752,227
|
|
See
notes to condensed consolidated financial statements.
3
Table of Contents
CANTERBURY
PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS
ENDED JUNE 30, 2010 AND 2009 (Unaudited)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
OPERATING
REVENUES:
|
|
|
|
|
|
|
|
|
|
Pari-mutuel
|
|
$
|
3,124,218
|
|
$
|
3,508,009
|
|
$
|
4,945,249
|
|
$
|
5,514,721
|
|
Card
Casino
|
|
5,989,675
|
|
5,110,371
|
|
10,927,083
|
|
10,214,599
|
|
Concessions
|
|
1,624,298
|
|
1,688,373
|
|
2,364,196
|
|
2,474,705
|
|
Other
|
|
758,800
|
|
919,858
|
|
1,080,812
|
|
1,265,073
|
|
Total
Revenues
|
|
11,496,991
|
|
11,226,611
|
|
19,317,340
|
|
19,469,098
|
|
Less:
Promotional Allowances
|
|
(43,112
|
)
|
(52,020
|
)
|
(74,848
|
)
|
(82,985
|
)
|
Net
Revenues
|
|
11,453,879
|
|
11,174,591
|
|
19,242,492
|
|
19,386,113
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
Purse
expense
|
|
1,756,750
|
|
1,808,177
|
|
2,529,374
|
|
2,559,703
|
|
Minnesota
Breeders Fund
|
|
227,242
|
|
239,993
|
|
370,169
|
|
394,882
|
|
Other
pari-mutuel expenses
|
|
450,441
|
|
488,896
|
|
769,514
|
|
833,853
|
|
Salaries
and benefits
|
|
5,160,576
|
|
4,775,900
|
|
9,001,292
|
|
8,475,290
|
|
Cost
of sales
|
|
938,816
|
|
900,121
|
|
1,422,896
|
|
1,378,160
|
|
Depreciation
|
|
496,275
|
|
496,140
|
|
987,975
|
|
1,078,290
|
|
Loss
on disposal of assets
|
|
|
|
|
|
909,540
|
|
|
|
Utilities
|
|
283,121
|
|
262,335
|
|
527,046
|
|
517,592
|
|
Advertising
and marketing
|
|
545,645
|
|
547,825
|
|
708,436
|
|
663,075
|
|
Other
|
|
2,130,553
|
|
1,949,921
|
|
3,341,484
|
|
3,201,498
|
|
|
|
11,989,419
|
|
11,469,308
|
|
20,567,726
|
|
19,102,343
|
|
NONOPERATING
(EXPENSES) REVENUES:
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
(2,562
|
)
|
(2,981
|
)
|
(3,844
|
)
|
(4,435
|
)
|
Other,
net
|
|
3,733
|
|
10,499
|
|
8,268
|
|
12,240
|
|
|
|
1,171
|
|
7,518
|
|
4,424
|
|
7,805
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS)
INCOME BEFORE INCOME TAX BENEFIT (EXPENSE)
|
|
(534,369
|
)
|
(287,199
|
)
|
(1,320,810
|
)
|
291,575
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
TAX BENEFIT (EXPENSE) (Note 1)
|
|
153,400
|
|
114,100
|
|
300,200
|
|
(147,900
|
)
|
|
|
|
|
|
|
|
|
|
|
NET
(LOSS) INCOME
|
|
$
|
(380,969
|
)
|
$
|
(173,099
|
)
|
$
|
(1,020,610
|
)
|
$
|
143,675
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
4,035,993
|
|
3,956,583
|
|
4,034,320
|
|
3,952,280
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF DILUTIVE SHARES OUTSTANDING
|
|
4,035,993
|
|
3,956,583
|
|
4,034,320
|
|
3,962,297
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
NET (LOSS) INCOME PER COMMON SHARE (Note 1)
|
|
$
|
(.09
|
)
|
$
|
(.04
|
)
|
$
|
(.25
|
)
|
$
|
.04
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED
NET (LOSS) INCOME PER COMMON SHARE (Note 1)
|
|
$
|
(.09
|
)
|
$
|
(.04
|
)
|
$
|
(.25
|
)
|
$
|
.04
|
|
See
notes to condensed consolidated financial statements.
4
Table of Contents
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED JUNE 30, 2010 AND 2009 (Unaudited)
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
Operating Activities:
|
|
|
|
|
|
Net
(loss) income
|
|
$
|
(1,020,610
|
)
|
$
|
143,675
|
|
Adjustments
to reconcile net (loss) income to net cash provided by operations:
|
|
|
|
|
|
Depreciation
|
|
987,975
|
|
1,078,290
|
|
Loss
on disposal of assets
|
|
909,540
|
|
|
|
Stock-based
compensation expense
|
|
102,052
|
|
69,511
|
|
Increase
in deferred income taxes
|
|
(634,732
|
)
|
(247,864
|
)
|
Increase
in restricted cash
|
|
(1,857,736
|
)
|
(1,844,417
|
)
|
Increase
in accounts receivable
|
|
(99,582
|
)
|
(453,133
|
)
|
Increase
in other current assets
|
|
(330,924
|
)
|
(365,511
|
)
|
Decrease
in income taxes receivable
|
|
307,801
|
|
395,763
|
|
Increase
in accounts payable and accrued wages and payroll taxes
|
|
3,303,004
|
|
3,463,967
|
|
Increase
in Card Casino accruals
|
|
367,481
|
|
69,214
|
|
(Decrease)
increase in accrued property taxes
|
|
(1,570
|
)
|
8,394
|
|
Increase
(decrease) in payable to horsepersons
|
|
10,613
|
|
(15,287
|
)
|
Increase
in due to MHBPA
|
|
108,406
|
|
106,485
|
|
Net
cash provided by operations
|
|
2,151,718
|
|
2,409,087
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
Additions
to buildings and equipment
|
|
(2,585,198
|
)
|
(625,226
|
)
|
Proceeds
from redemption of investments
|
|
20,476
|
|
57,471
|
|
Purchase
of investments
|
|
(28,493
|
)
|
(57,615
|
)
|
Net
cash used in investing activities
|
|
(2,593,215
|
)
|
(625,370
|
)
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
34,499
|
|
245,495
|
|
Excess
tax benefit from exercise of stock options
|
|
866
|
|
|
|
Net
cash provided by financing activities
|
|
35,365
|
|
245,495
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash
|
|
(406,132
|
)
|
2,029,212
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
4,741,197
|
|
3,745,731
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$
|
4,335,065
|
|
$
|
5,774,943
|
|
|
|
|
|
|
|
Supplemental
disclosure of noncash investing activities:
|
|
|
|
|
|
Additions
to buildings and equipment funded through accounts payable
|
|
$
|
111,298
|
|
$
|
69,213
|
|
Proceeds
from issuance of common stock funded through shares swapped
|
|
$
|
251,530
|
|
$
|
15,880
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
Income
taxes paid, net of refunds
|
|
$
|
33,000
|
|
$
|
|
|
See
notes to condensed consolidated financial statements.
5
Table of Contents
CANTERBURY
PARK HOLDING CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED JUNE 30, 2010 AND
2009 (Unaudited)
The accompanying unaudited condensed consolidated financial statements
have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission and in the opinion of management, contain all
adjustments necessary to present fairly, in accordance with accounting
principles generally accepted in the United States of America (GAAP), the
financial position of Canterbury Park Holding Corporation as of June 30,
2010 and December 31, 2009; the results of its operations for the three
and six months ended June 30, 2010 and 2009; and its cash flows for the
six months ended June 30, 2010 and 2009.
The condensed consolidated balance sheet as of December 31, 2009
was derived from the audited financial statements. All adjustments are of a normal, recurring
nature, except as otherwise disclosed.
Results for an interim period are not necessarily indicative of results
for a full year.
The complete summary of significant accounting policies is included in
the notes to consolidated financial statements in the 2009 Annual Report on Form 10-K.
1.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Business
Canterbury Park Holding
Corporation (the Company) was incorporated under the laws of Minnesota and
acquired land and buildings to conduct pari-mutuel horse racing operations (the
Racetrack) in March 1994. The
Racetrack is located in Shakopee, Minnesota, approximately 25 miles southwest
of downtown Minneapolis. In May 1994,
we commenced year-round horse racing simulcast operations and hosted the first
annual live race meet during the summer of 1995. Our live racing operations are a seasonal
business as we host live race meets each year from May until August. We earn additional pari-mutuel revenue by
televising our live racing to out-of-state racetracks around the country. The Company began hosting unbanked card games
in 2000. This segment, now called the
Canterbury Park Card Casino, operates 24 hours a day, seven days a week. The Card Casino is limited by Minnesota State
law to hosting unbanked card games at a maximum of 50 tables at any one
time. The Card Casino currently offers a
variety of poker and table games. Our
three largest sources of revenues, Card Casino operations, pari-mutuel
operations and concessions sales, generate cash revenues. We also derive revenues from related services
and activities, such as advertising, parking and publication sales and from
other entertainment events and activities held at the Racetrack.
Presentation
The Condensed Consolidated Statement of
Operations and Condensed Consolidated Statement of Cash Flows from the
prior-period have been conformed to the 2010 presentation. This
presentation change had no effect on net income, earnings per share, or
stockholders equity.
Revenue Recognition
Our
revenues are derived primarily from the operations of a Card Casino,
pari-mutuel wagering on simulcast and live horse races, concession sales, and
related activities. Collection revenue
from Card Casino operations is recognized at the time that the wagering process
is complete. Pari-mutuel revenues are
recognized upon occurrence of the live race that is presented for wagering and
after that live race is made official by the respective states racing
regulatory body. Revenues related to
concession sales are recognized as revenue when the service has been performed
or the product has been delivered.
Estimates
The
preparation of the condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the condensed consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these
estimates.
Short-term Investments
Short-term
investments consist of certificates of deposit held by the Company. The maturity dates of these investments vary
but are less than one year in length.
6
Table of Contents
Restricted Cash
Restricted cash
represents refundable deposits and amounts due to horsemen for purses, stakes
and awards, and amounts accumulated in the player pool and jackpot pools to be
used to repay Card Casino players in the form of promotions, giveaways, prizes,
or by other means.
Income Taxes
Income tax expense is computed by applying
the estimated annual effective tax rate to the year-to-date income. Income taxes are accounted for under the
asset and liability method. Deferred tax
assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which those
temporary differences are expected to reverse.
The Company and its
consolidated subsidiaries file income tax returns in the United States (U.S.)
federal jurisdiction. The Company is no
longer subject to U.S. federal examinations by tax authorities for years prior
to 2007 or by State of Minnesota tax authorities for years prior to 2003. We do not believe there will be any material
changes in our unrecognized tax positions over the next twelve months.
Net Income (Loss) Per Share
Basic net income (loss) per common share is based on the weighted
average number of common shares outstanding during each period. The weighted average number of common shares
outstanding for the three and six-month period ended June 30, 2010 were
4,035,993 and 4,034,320, respectively. The
weighted average number of common shares outstanding for the three and
six-month period ended June 30, 2009 were 3,956,583 and 3,952,280,
respectively. Diluted net income per
common share takes into effect the dilutive effect of potential common shares
outstanding. The Companys potential
common shares outstanding are stock options.
After considering the dilutive effect of stock options outstanding, the
weighted average shares used to calculate diluted earnings per share for the
three and six-month periods ended June 30, 2010 were 4,035,993 and
4,034,320, respectively. Weighted
average shares of 126 and 8,296 were considered anti-dilutive and excluded from
the computation of common equivalent shares for the three and six-month period
ended June 30, 2010, as the Company reported a net loss for those
periods. The weighted average shares
used to calculate diluted earnings per share for the three and six-month
periods ended June 30, 2009 were 3,956,583 and 3,962,297,
respectively. Weighted average shares of
74 were considered anti-dilutive and excluded from the computation of common
equivalent shares for the three months ended June 30, 2009, as the Company
reported a net loss for that period.
Recent Accounting Pronouncements
In January 2010,
the FASB issued Accounting Standards Update No. 2010-06 (ASU 2010-06) Fair
Value Measurements and Disclosures. ASU
2010-06 amends Accounting Standards Codification (ASC) 820-10, Fair Value
Measurements and Disclosures, and requires new disclosures surrounding certain
fair value measurements. ASU 2010-06 was
effective for the first interim or annual reporting period beginning on or
after December 15, 2009, except for certain disclosures about purchases,
sales, issuances and settlements in the rollforward of activity in Level 3 fair
value measurements, which are effective for the first interim and annual
reporting periods beginning on or after December 15, 2010. The adoption of
ASU 2010-06 did not have a material effect on the Companys consolidated
financial statements.
In April 2010, the FASB
issued Accounting Standards Update No. 2010-16 (ASU 2010-16) EntertainmentCasinos (Topic 924): Accruals
for Casino Jackpot Liabilities.
ASU 2010-16 codifies the consensus reached in Emerging Issues Task Force
Issue No. 09-F, Casino Base Jackpot Liabilities. ASU 2010-16 amends the ASC to clarify that an
entity should not accrue jackpot liabilities, or portions thereof, before a
jackpot is won if the entity can avoid paying the jackpot. Jackpots should be
accrued and charged to revenue when an entity has the obligation to pay the
jackpot. The guidance in this ASU applies to both base and progressive
jackpots. The amendments in this ASU are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after
December 15, 2010. The amendments should be applied by recording a
cumulative-effect adjustment to opening retained earnings in the period of
adoption. We are currently evaluating the requirements of ASU 2010-16 and have
not yet determined the impact on our consolidated financial statements.
7
Table of Contents
2.
STOCK BASED COMPENSATION
Stock based compensation is
recorded at fair value as of the date of grant and included in the salaries and
benefits expense line item on the consolidated statements of operations and
amounted to $102,052 and $69,511 during the six months ended June 30, 2010
and 2009, respectively.
Each non-employee member of
the Board of Directors receives an annual recurring grant of 3,000
non-qualified stock options on the first business day in February. On February 1, 2010, 15,000 options were
granted to the five non-employee board members with an exercise price per share
equal to the market price on the date of grant of $7.05. The stock options vested over a six-month
period and expire in ten years. The compensation cost associated with this
grant of Board of Director options is $45,450 and will be recognized as expense
over the six-month vesting period. On
February 2, 2009, 15,000 options were granted to the five non-employee
board members with an exercise price per share equal to the market price on the
date of grant of $6.66.
In addition, on February 25,
2010, 86,500 options were granted to employees with an exercise price per share
equal to the market price on the date of grant of $8.28. The stock options vest over a 42-month period
and expire in ten years. The
compensation cost associated with this grant of employee options is $282,355 to
be recognized as expense over the 42-month vesting period. On April 23, 2009, 100,000 options were
granted to employees with an exercise price per share equal to the market price
on the date of grant of $6.00.
The number of shares granted
and the weighted average fair value per share during the periods presented
were:
|
|
Six
Months Ended
|
|
|
|
June 30,
2010
|
|
June 30,
2009
|
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
Fair
Value
|
|
|
|
Fair
Value
|
|
|
|
Grant
|
|
Per
Share
|
|
Grant
|
|
Per
Share
|
|
|
|
|
|
|
|
|
|
|
|
Board
stock options
|
|
15,000
|
|
$
|
3.03
|
|
15,000
|
|
$
|
1.26
|
|
Employee
stock options
|
|
86,500
|
|
$
|
3.79
|
|
100,000
|
|
$
|
1.07
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares
|
|
101,500
|
|
|
|
115,000
|
|
|
|
The fair value of stock
options granted under the Companys 1994 Stock Plan during the first six months
of 2010 and 2009 were estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions and
results:
|
|
2010
|
|
2009
|
|
Dividend yield
|
|
0.00
|
%
|
4.12
|
%
|
Weighted-average
volatility
|
|
43
|
%
|
26
|
%
|
Risk-free interest rate
|
|
2.66
|
%
|
2.93
|
%
|
Expected term of stock
options in years
|
|
6.0
|
|
6.3
|
|
Fair value of stock
options on grant date
|
|
$
|
327,805
|
|
$
|
111,455
|
|
|
|
|
|
|
|
|
|
8
Table of Contents
A summary of stock option
activity as of June 30, 2010 and changes during the six months then ended
is presented below:
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Weighted
|
|
Average
|
|
|
|
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|
|
|
Number
of
|
|
Exercise
|
|
Contractual
|
|
Grant
Date
|
|
Stock Options
|
|
Shares
|
|
Price
|
|
Term
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at January 1, 2010
|
|
403,244
|
|
$
|
10.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
101,500
|
|
$
|
8.10
|
|
|
|
|
|
Exercised
|
|
(50,369
|
)
|
$
|
5.68
|
|
|
|
|
|
Expired/Forfeited
|
|
(75,000
|
)
|
$
|
15.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at June 30, 2010
|
|
379,375
|
|
$
|
9.10
|
|
6.5
Years
|
|
$
|
3,454,094
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
at June 30, 2010
|
|
216,000
|
|
$
|
10.47
|
|
4.4
Years
|
|
$
|
2,260,874
|
|
A summary of stock option
activity as of June 30, 2009 and changes during the six months then ended
is presented below:
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Weighted
|
|
Average
|
|
|
|
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|
|
|
Number
of
|
|
Exercise
|
|
Contractual
|
|
Grant
Date
|
|
Stock Options
|
|
Shares
|
|
Price
|
|
Term
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at January 1, 2009
|
|
470,000
|
|
$
|
11.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
115,000
|
|
$
|
6.09
|
|
|
|
|
|
Exercised
|
|
(59,000
|
)
|
$
|
4.43
|
|
|
|
|
|
Expired/Forfeited
|
|
(85,000
|
)
|
$
|
15.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at June 30, 2009
|
|
441,000
|
|
$
|
9.85
|
|
4.6
Years
|
|
$
|
4,342,630
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
at June 30, 2009
|
|
322,250
|
|
$
|
11.13
|
|
2.7
Years
|
|
$
|
3,588,168
|
|
Employee
Stock Ownership Plan
Prior to 2008, the Company contributed shares of
its common stock to its Employee Stock Ownership Plan (ESOP). However, on October 24, 2008, the
Company announced it would not contribute shares to the ESOP for fiscal
2008. Since then, the Company has not
taken any action to reinstate contributions to the ESOP.
9
Table of Contents
3. FAIR VALUE
ASC 820 defines fair value
as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the
measurement date. ASC 820 also
establishes a fair value hierarchy which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring
fair value. The standard describes three
levels of inputs that may be used to measure fair value:
Level 1
Quoted
prices in active markets for identical assets or liabilities.
Level 2
Observable
inputs other than Level 1 prices such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3
Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
The
Company utilizes the market approach to measure fair value for its financial
assets and liabilities. The market approach uses prices and other
relevant information generated by market transactions involving identical or
comparable assets or liabilities.
Assets and liabilities measured at fair value on a recurring basis for June 30,
2010 and December 31, 2009 are summarized below:
|
|
Fair Value Measurements as of
June 30, 2010
|
|
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
(Certificates of Deposit)
|
|
$
|
373,911
|
|
$
|
|
|
$
|
373,911
|
|
$
|
|
|
Long-term investments
(Certificates of Deposit)
|
|
$
|
250,000
|
|
$
|
|
|
$
|
250,000
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
623,911
|
|
$
|
|
|
$
|
623,911
|
|
$
|
|
|
|
|
Fair Value Measurements as of
December 31, 2009
|
|
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
(Certificates of Deposit)
|
|
$
|
365,894
|
|
$
|
|
|
$
|
365,894
|
|
$
|
|
|
Long-term investments
(Certificates of Deposit)
|
|
$
|
250,000
|
|
$
|
|
|
$
|
250,000
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
615,894
|
|
$
|
|
|
$
|
615,894
|
|
$
|
|
|
4. GENERAL CREDIT AGREEMENT
The Company has a general
credit agreement with Bremer Bank, which provides a revolving credit line. On May 8, 2010, the Company signed an
amendment with Bremer Bank extending the expiration date from June 30,
2010 to May 8, 2011, while keeping previous provisions intact. The Company had no borrowings under this
credit line at June 30, 2010 and December 31, 2009. 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, 2010. The Company
believes that unrestricted funds available in its cash accounts, funds
available under this line of credit, along with funds generated from
operations, will be sufficient to satisfy its liquidity and capital resource
requirements during 2010.
10
Table of Contents
5. OPERATING SEGMENTS
During the first six months
of 2010 and 2009, the Company had three reportable operating segments: horse racing, Card Casino, and
concessions. The horse racing segment
primarily represents simulcast and live horse racing operations. The Card Casino segment primarily represents
operations of Canterbury Parks Card Casino, and the concessions segment
primarily represents food and beverage operations provided during simulcast and
live racing, in the Card Casino, and during special events. The Companys 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 Minnesota Racing Commission (MRC)
regulates the horse racing and Card Casino segments.
The accounting policies of
the operating segments are the same as those described in the summary of
significant accounting policies in the 2009 Annual Report on Form 10-K.
Depreciation, interest expense
and income taxes are allocated to the segments but no allocation is made to
concessions for shared facilities.
However, the concessions segment pays approximately 25% of gross
revenues earned on live racing and special event days to the horse racing segment
for use of the facilities.
The following tables provide
information about the Companys operating segments (in 000s):
|
|
Six Months Ended June 30, 2010
|
|
|
|
Horse Racing
|
|
Card Casino
|
|
Concessions
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenues from external customers
|
|
$
|
5,950
|
|
$
|
10,927
|
|
$
|
2,365
|
|
$
|
19,242
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment
revenues
|
|
275
|
|
|
|
713
|
|
988
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
|
4
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
594
|
|
320
|
|
74
|
|
988
|
|
|
|
|
|
|
|
|
|
|
|
Segment
(loss) income before income taxes
|
|
(1,256
|
)
|
71
|
|
(4
|
)
|
(1,189
|
)
|
|
|
|
|
|
|
|
|
|
|
Segment
(loss) income before income taxes and one-time loss on disposal of assets
|
|
(1,256
|
)
|
981
|
|
(4
|
)
|
(279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Segment
Assets
|
|
$
|
32,492
|
|
$
|
1,628
|
|
$
|
10,057
|
|
$
|
44,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2009
|
|
|
|
Horse
Racing
|
|
Card
Casino
|
|
Concessions
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenues from external customers
|
|
$
|
6,693
|
|
$
|
10,215
|
|
$
|
2,478
|
|
$
|
19,386
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment
revenues
|
|
304
|
|
|
|
686
|
|
990
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
|
8
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
675
|
|
322
|
|
81
|
|
1,078
|
|
|
|
|
|
|
|
|
|
|
|
Segment
(loss) income before income taxes
|
|
(810
|
)
|
1,252
|
|
252
|
|
694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
Segment
Assets
|
|
$
|
28,279
|
|
$
|
2,841
|
|
$
|
9,636
|
|
$
|
40,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Table of Contents
The following are
reconciliations of reportable segment revenue, income before income taxes, and
assets, to the Companys consolidated totals (in 000s):
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
Revenues
|
|
|
|
|
|
Total
net revenue for reportable segments
|
|
$
|
20,230
|
|
$
|
20,376
|
|
Elimination
of intersegment revenues
|
|
(988
|
)
|
(990
|
)
|
Total
consolidated net revenues
|
|
$
|
19,242
|
|
$
|
19,386
|
|
|
|
|
|
|
|
(Loss)
income before income taxes
|
|
|
|
|
|
Total
segment (loss) income before income taxes
|
|
$
|
(1,189
|
)
|
$
|
694
|
|
Elimination
of intersegment income before income taxes
|
|
(132
|
)
|
(402
|
)
|
Total
consolidated (loss) income before income taxes
|
|
$
|
(1,321
|
)
|
$
|
292
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
Assets
|
|
|
|
|
|
Total
assets for reportable segments
|
|
$
|
44,177
|
|
$
|
40,756
|
|
Elimination
of intercompany receivables
|
|
(9,278
|
)
|
(9,004
|
)
|
Total
consolidated assets
|
|
$
|
34,899
|
|
$
|
31,752
|
|
6. COMMITMENTS AND 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 in 1994, 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 this time, management believes that the
likelihood that these two conditions will be met, and that the Company will be
required to pay these amounts is remote.
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 capitalized as part of the purchase price in
accordance with generally accepted accounting principles. The purchase price will be further increased
if payments become due under the 20% of Net Pretax 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.
The Company periodically is
subject to claims or involved in legal proceedings arising in the normal course
of business. At June 30, 2010,
management believes that the resolution of any pending claims or legal proceedings
will not have a material impact on the consolidated financial statements.
7. LOSS ON DISPOSAL OF ASSETS
In January 2010, and in
accordance with Minnesota Statute 240, the Company obtained approval from the
MRC to remodel its existing card room. Construction
and architectural contracts with various firms were signed shortly thereafter,
and the card room was moved to a temporary location on the mezzanine level on January 25,
2010. The Company used cash on hand to
fund the project and avoided drawing on its line of credit. As part of the remodeling project, the
Company disposed of assets during the first quarter of 2010 with an original
cost of $2,354,619 and associated accumulated depreciation of $1,445,079,
resulting in a loss on disposal of $909,540.
The remodeling project was completed during the second quarter of 2010
and on April 14, 2010, Canterbury Park opened its new Card Casino.
12
Table of Contents
ITEM 2:
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
|
The following Managements Discussion and Analysis of Financial Condition
and Results of Operations (MD&A) is intended to help the reader
understand Canterbury Park Holding Corporation, our operations, financial
results, and present business environment.
This MD&A is provided as a supplement to and should be read in
conjunction with our condensed consolidated financial statements and the
accompanying notes to the financial statements (the Notes).
Overview:
Canterbury Park Holding Corporation (the Company) owns and operates
the Canterbury Park Racetrack and Card Casino in Shakopee, Minnesota (the Racetrack). The primary businesses of the Company are
simulcast and live pari-mutuel horse racing, hosting unbanked card games, and
food and beverage operations.
The Racetrack is the only pari-mutuel thoroughbred and quarter horse
racing facility in the State of Minnesota.
The Racetrack earns revenues from pari-mutuel take-out on races
simulcast year-round to Canterbury Park from racetracks throughout the country
and from live race meets featuring thoroughbred and quarter horse racing. Live race meets commence in the month of May and
conclude in August. During live race
meets, the Company televises its races to out-of-state racetracks around the
country, and earns additional pari-mutuel revenue on wagers placed on races at
the out-of-state racetracks.
Canterbury Parks Card Casino (the Card Casino) hosts unbanked card
games in which players compete against each other and not against the
house. The Card Casino is open
twenty-four hours a day, seven days a week.
Under Minnesota law, the Company is required to pay up to 14% of the
gross Card Casino revenues to the Racetracks purse fund and the State of
Minnesota Breeders Fund.
The Company also generates revenues from concessions, as well as from
other activities such as parking fees, program and other racing publication
sales, and corporate sponsorships.
Additional revenues are derived from the use of the Racetrack facilities
for special events such as concerts, craft shows and snowmobile racing.
Operations Review for the
Three and
Six Months Ended June 30,
2010 and June 30, 2009:
The following table sets forth a reconciliation of net income, a GAAP
financial measure, to EBITDA and Adjusted EBITDA, which are non-GAAP measures,
for the periods ended June 30, 2010 and 2009:
|
|
June 30,
|
|
June 30,
|
|
|
|
2010
|
|
2009
|
|
Net (loss) income
|
|
$
|
(1,020,610
|
)
|
$
|
143,675
|
|
Interest income, net of
interest expense
|
|
(4,424
|
)
|
(7,805
|
)
|
Income tax (benefit)
expense
|
|
(300,200
|
)
|
147,900
|
|
Depreciation
|
|
987,975
|
|
1,078,290
|
|
EBITDA
|
|
$
|
(337,259
|
)
|
$
|
1,362,060
|
|
Loss on disposal of assets
|
|
909,540
|
|
|
|
Adjusted EBITDA
|
|
$
|
572,281
|
|
$
|
1,362,060
|
|
EBITDA represents earnings before interest income, income tax expense,
and depreciation and amortization.
EBITDA is not a measure of performance or liquidity calculated in
accordance with generally accepted accounting principles (GAAP), and should
not be considered an alternative to, or more meaningful than, net income as an
indicator of our operating performance, or cash flows from operating activities
as a measure of liquidity. EBITDA has
been presented as a supplemental disclosure because it is a widely used measure
of performance and basis for valuation of companies in our industry. Moreover, other companies that provide EBITDA
information may calculate EBITDA differently than we do. Adjusted EBITDA is calculated as
13
Table of Contents
EBITDA with the addition of material, one-time non-cash expenses. During the six months ended June 30,
2010, this included the loss on disposal of assets during the remodel of our
card room.
Adjusted EBITDA as a percentage of net revenues declined significantly
to 3.0% for the first six months ended June 30, 2010 compared to 7.0% for
the first six months ended June 30, 2009.
Total net revenues decreased $143,621, or 0.7%, during the six months
ended June 30, 2010 compared to the six months ended June 30, 2009,
and increased $279,288, or 2.5%, for the three months ended June 30, 2010
compared to the three months ended June 30, 2009. The six-month variance was
due primarily to a reduction of 10.3% in pari-mutuel revenues and an increase
in Card Casino revenues of 7.0% for the six months ended June 30, 2010
compared to the same period in the prior year. The three-month variance was due
primarily to a reduction of 10.9% in pari-mutuel revenues and an increase in
Card Casino revenues of 17.2% for the three months ended June 30, 2010 compared
to the same period in the prior year.
Pari-mutuel revenues decreased $569,472, or 10.3%, in the six-month
period ended June 30, 2010 compared to the same period in 2009, and
decreased $383,791, or 10.9%, for the three-month period ended June 30,
2010 compared to the same period in 2009.
Total handle wagered for the first half of 2010 was down $3.2 million,
or 10.9%, compared to the same period last year. The decrease is attributable to the economic
recession that has adversely impacted discretionary spending on
entertainment. In addition, inclement
weather during the first half of 2010 resulted in the cancellation of a
significant number of races at racetracks simulcasting their signal to our
racetrack. Severe weather also resulted
in the cancellation of one of the Companys live race days, further adversely
impacting handle wagered. Finally, the
Company believes that an increasing number of Minnesota residents are
unlawfully wagering on horse races over the Internet. See the Summary of Pari-mutuel Data below.
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
Summary of Pari-mutuel Data:
|
|
|
|
|
|
|
|
|
|
|
|
Racing
Days
|
|
|
|
|
|
Simulcast
only
|
|
156
|
|
155
|
|
Live
and Simulcast
|
|
25
|
|
26
|
|
Total Number of Racing Days
|
|
181
|
|
181
|
|
|
|
|
|
|
|
On-Track
Handle
|
|
|
|
|
|
Simulcast
racing handle on simulcast only days
|
|
$
|
14,114,000
|
|
$
|
15,365,000
|
|
Live
and Simulcast days:
|
|
|
|
|
|
Live
racing handle
|
|
3,942,000
|
|
4,871,000
|
|
Simulcast
racing handle
|
|
4,044,000
|
|
4,970,000
|
|
Total
On-Track Handle
|
|
22,100,000
|
|
25,206,000
|
|
|
|
|
|
|
|
Out-of-State
Live Handle
|
|
4,281,000
|
|
4,392,000
|
|
|
|
|
|
|
|
Total Handle
|
|
$
|
26,381,000
|
|
$
|
29,598,000
|
|
|
|
|
|
|
|
On-Track
Average Daily Handle
|
|
|
|
|
|
Simulcast
only racing days
|
|
$
|
90,474
|
|
$
|
99,129
|
|
Live
and simulcast racing days
|
|
$
|
319,440
|
|
$
|
378,500
|
|
Total Card Casino revenue increased $712,484, or 7.0%, for the first
six months of 2010 and $879,304, or 17.2%, for the second quarter of 2010
compared to the same periods in 2009.
The primary source of Card Casino revenue is a percentage of the wagers
received from the players as compensation for providing the Card Casino
facility and services, referred to as the collection revenue. Other revenue includes fees collected for the
administration of tournaments, and amounts earned as reimbursement of the
administrative costs of maintaining jackpot funds. Poker collection revenue fell $328,457, or
5.5%, compared to the first six months of 2009, but increased $112,351, or
4.0%, for the quarter ended June 30 compared to
14
Table of Contents
the same period in 2009. In
addition, Table Games collection revenue increased $861,033, or 24.8%, compared
to the first half of 2009 and $672,675, or 36.0%, for the quarter ended June 30
compared to the same period in 2009. The
increases in the second quarter are largely due to the opening of the Companys
new Card Casino on April 14, 2010.
While the continued economic recession and unlawful wagering on poker
over the Internet continues to adversely affect Card Casino revenues, the
Company believes these factors were more than offset by the new Card Casino
that has provided both an exciting and an inviting atmosphere and sparked an
increase in gaming play by patrons. Total Card Casino revenues represented 56.8%
and 52.3% of net revenues for the six-month and three-month periods ended June 30,
2010, respectively. The three-month
percentage is usually lower in the second quarter of any calendar year due to
substantially increased revenue from live racing. See the Summary of Card Casino Data below:
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
Summary of Card Casino Data:
|
|
|
|
|
|
|
|
|
|
|
|
Poker
Games
|
|
$
|
5,669,000
|
|
$
|
5,998,000
|
|
Table
Games
|
|
4,327,000
|
|
3,466,000
|
|
Total
Collection Revenue
|
|
9,996,000
|
|
9,464,000
|
|
|
|
|
|
|
|
Other
Revenue
|
|
931,000
|
|
751,000
|
|
Total
Card Casino Revenue
|
|
$
|
10,927,000
|
|
$
|
10,215,000
|
|
|
|
|
|
|
|
Number
of Days Offered
|
|
181
|
|
181
|
|
Average
Revenue per Day
|
|
$
|
60,370
|
|
$
|
56,436
|
|
Concessions revenues decreased $110,509, or 4.5%, and $64,075, or 3.8%,
for the six-month and three-month periods ended June 30, 2010,
respectively, compared to the same period in the prior year. The decrease is primarily attributable to
discounted prices in the temporary card room location due to our remodeling
project which was completed on April 14, 2010. In addition, the cancellation of one of our
live racing days due to weather resulted in lower concession sales for that day
compared to the same day in 2009.
Total operating expenses increased $1,465,383, or 7.7%, and $520,111,
or 4.5%, for the six-month and three-month periods ended June 30, 2010,
respectively, compared to the same period in the prior year. Factors contributing to these increases are
discussed in greater detail below.
Total expense for statutory purses and the Minnesota Breeders Fund
decreased 1.9% to $2,899,543 for the first six months ended June 30, 2010
compared to the first six months ended June 30, 2009. The decrease was due primarily to a reduction
in racing purse and breeders fund expenses due to lower live and simulcast
revenues in the first half of 2010 compared to the first half of 2009.
The following table provides additional information regarding purse and
Breeders Fund Expense:
|
|
|
|
|
|
Minnesota
|
|
|
|
Purse Expense
|
|
Breeders Fund Expense
|
|
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Card
Casino
|
|
$
|
1,164,000
|
|
$
|
1,071,000
|
|
$
|
126,000
|
|
$
|
119,000
|
|
|
|
|
|
|
|
|
|
|
|
Simulcast
Horse Racing
|
|
978,000
|
|
1,032,000
|
|
205,000
|
|
227,000
|
|
|
|
|
|
|
|
|
|
|
|
Live
Horse Racing
|
|
387,000
|
|
457,000
|
|
39,000
|
|
49,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,529,000
|
|
$
|
2,560,000
|
|
$
|
370,000
|
|
$
|
395,000
|
|
15
Table of Contents
Salaries and benefits increased $526,002, or 6.2%, in the 2010
six-month period ended June 30 and $384,676, or 8.1%, in the three-month
period ended June 30, 2010 compared to the same periods last year. The increase is primarily due to an increase
in the Federal minimum wage which became effective after the 2009 second
quarter, an increase in hours worked to support the growth in Card Casino
revenues, and an increase in the state unemployment tax rate.
Loss on disposal of assets in the amount of $909,540 were recorded
during the first quarter of 2010 and related to the remodeling of our existing
card room. There was no loss on disposal
of assets during the six-month period ended June 30, 2009.
Other operating expenses increased $139,986, or 4.4%, in the 2010
six-month period ended June 30 and $180,632, or 9.3%, in the three-month
period ended June 30, 2010 compared to the same periods last year. The increase is primarily due to increased
expenditures in support of legislation that would authorize electronic gaming
devices at the Racetrack.
Loss before income taxes was $1,320,810 for the six months ended June 30,
2010 compared to income before income taxes of $291,575 for the six months
ended June 30, 2009. After an income
tax benefit of $300,200 for the six months ended June 30, 2010, net loss
was $1,020,610 in 2010 compared to net income of $143,675 in 2009. For the quarter ended June 30, 2010, the
Company recorded a $534,369 loss before income tax benefit compared to a loss
before income tax benefit of $287,199 for the quarter ended June 30, 2009,
a decrease of $247,170 or 86.1%. After
an income tax benefit of $153,400 in the second quarter of 2010, net loss was
$380,969 compared to a net loss of $173,099 for the second quarter of 2009, a
decrease of $207,870 or 120.1%.
Contingencies:
There have been no material changes in the contingencies reported under
Item 7 in our Annual Report on Form 10-K for our year ended December 31,
2009 and such information is incorporated herein by reference.
Liquidity and Capital Resources:
Cash provided by operating activities during the period January 1,
2010 through June 30, 2010 was $2,151,718 and was the result of several
factors. During the first quarter of
2010, the Company incurred a one-time loss on disposal of assets in the amount
of $909,540 relating to the remodel of our card room. In addition, depreciation during the first
six months of 2010 was $987,975, and the Company experienced an increase in
accounts payable and accrued wages and payroll taxes of $3,303,004, caused
primarily by a seasonal increase of $1.73 million in horsemen payables. These items were somewhat offset by a net
loss of $1,020,610 and an increase in restricted cash of $1,857,736, resulting
primarily from the increase in horsemen payables of $1.73 million. Cash provided by operating activities during
the period January 1, 2009 through June 30, 2009 was $2,409,087,
resulting primarily from net income of $143,675, depreciation of $1,078,290,
and an increase in accounts payable and accrued wages and payroll taxes of
$3,463,967, caused primarily by a seasonal increase of $1.66 million in
horsemen payables, a $617,000 increase in trade accounts payable, and a
$240,000 increase in deferred revenues for corporate sponsorships. These items were partially offset by an
increase in restricted cash of $1,844,417, resulting primarily from the
increase in horsemen payables of $1.66 million.
Pursuant to an agreement with the MHBPA, during the six months ended June 30,
2010 and 2009, the Company transferred into a trust account or paid directly to
the MHBPA approximately $2,225,000 and $2,200,000, respectively.
Net cash used in investing activities for the first six months of 2010
was $2,593,215 due primarily to costs to remodel our card room totaling
approximately $2,271,000. Net cash used
in investing activities for the first six months of 2009 of $625,370 was
primarily due to upgrades to our grandstand totaling approximately $243,000 and
the purchase of equipment for our backside operations totaling approximately
$161,000.
During the period January 1, 2010 through June 30, 2010, cash
provided by financing activities consisted of proceeds and excess tax benefits
received upon the exercise of stock options of $35,365. During
16
Table of Contents
the period January 1, 2009 through June 30, 2009, cash
provided by financing activities consisted solely of proceeds received upon the
exercise of stock options of $245,495.
The Company has a general credit agreement with Bremer Bank, which
provides a revolving credit line of up to $3,000,000 until May 8, 2011
with interest at the prime rate but not less than 4.5% per annum. The Company had no borrowings under the line
of credit at June 30, 2010 or December 31, 2009. The credit agreement contains covenants
requiring the Company to maintain certain financial ratios. The Company was in compliance with these
requirements at all times throughout the quarter ended June 30, 2010.
Unrestricted cash balances at June 30, 2010 were $4,335,065
compared to $4,741,197 at December 31, 2009. The Company believes that
funds available in its cash accounts, amounts available under the general
credit and security agreement, along with funds generated from operations, will
be sufficient to satisfy the liquidity and capital resource requirements of its
business operations during 2010.
Critical Accounting Policies and Estimates:
The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. We base our assumptions, estimates and
judgments on historical experience, current trends and other factors that
management believes to be relevant at the time the consolidated financial
statements are prepared. On a regular
basis, management reviews the accounting policies, assumptions, estimates and
judgments to ensure that our financial statements are presented fairly and in
accordance with generally accepted accounting principles. However, because future events and their
effects cannot be determined with certainty, actual results could differ from
our assumptions and estimates, and such differences could be material.
Our significant accounting policies are included in Note 1 to our
consolidated financial statements in our 2009 Annual Report on Form 10-K.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.
Property and Equipment -
We have
significant capital invested in our property and equipment, which represents
approximately 71.2% of our total assets at June 30, 2010. We utilize our judgment in various ways
including: determining whether an expenditure is considered a maintenance
expense or a capital asset; determining the estimated useful lives of assets;
and determining if or when an asset has been impaired or has been
disposed. Management periodically
reviews the carrying value of property and equipment for potential impairment
by comparing the carrying value of these assets with their related expected
future net cash flows. Should the sum of
the related expected future net cash flows be less than the carrying value, we
will determine whether an impairment loss should be recognized. An impairment loss would be measured by the
amount by which the carrying value of the asset exceeds the fair value of the
asset. To date, we have determined that
no impairment of these assets exists.
Stock
Based Employee Compensation
ASC 718, Compensation
Stock Compensation (ASC 718), requires recognition of employee services
provided in exchange for a share-based payment based on the grant date fair
market value. We utilize our judgment in
determining the assumptions used to determine the fair value of options granted
using a Black-Scholes model.
Commitments and Contractual Obligations:
There have been no material changes in our outstanding commitments and
contractual obligations since those reported at December 31, 2009.
17
Table of Contents
Legislation:
As discussed in our previous filings with the SEC, the Company
supported legislation that would authorize electronic gaming devices at the
Racetrack (referred to as a Racino) during the 2010 session of the Minnesota
Legislature. However, the Minnesota
Legislature adjourned without taking action on the proposed Racino
legislation. Based on the success of
Racinos in several other states, we continue to believe that if a Racino was
authorized at the Racetrack on similar terms to legislation approved in other
states, it would stimulate economic growth in the horse racing and related
agriculture businesses in Minnesota, provide growth and development
opportunities that would add jobs at the Racetrack, and provide new tax revenues
for state and local governments facing significant deficit issues.
The effort to obtain legislative authority
for initiatives favorable to the Company has required, and will continue to
require, substantial expenditures. Due
to the inherent uncertainty of the outcome of legislative activities, there can
be no assurance that any bills favorable to the Companys interests will be
enacted into law, and it is possible bills adverse to the Company could be
enacted.
Forward-Looking Statements:
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 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,
material changes in the level of wagering by patrons, decline in interest in
the unbanked card games offered in the Card Casino, legislative and regulatory
changes, the impact of wagering products and technologies introduced by
competitors; increases in the percentage of revenues allocated for purse fund
payments; increase in compensation and employee benefit costs; the economic
health of the gaming sector; higher than expected expense related to new
marketing initiatives; and other factors discussed under Item 1A in our Annual
Report on Form 10-K for the year ended December 31, 2009 and in the
Companys other filings with the Securities and Exchange Commission.
18
Table of Contents
ITEM 3: QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Canterbury Park is not
required to provide the information requested by this Item as it qualifies as a
smaller reporting company.
ITEM 4: CONTROLS
AND PROCEDURES
(a)
Evaluation of
Disclosure Controls and Procedures:
The Companys Chief Executive Officer, Randall D. Sampson, and Chief
Financial Officer, David C. Hansen, have reviewed the Companys disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of
the end of the period covered by this report.
Based upon this review, these officers have concluded that the Companys
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports that the Company files under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC and that the
disclosure controls are also effective to ensure that information required to
be disclosed in the Companys Exchange Act reports is accumulated and
communicated to management, including the chief executive officer and chief
financial officer, to allow timely decisions regarding required disclosure.
(b)
Changes in Internal Control
Over Financial Reporting:
There has been no change in our internal control over financial
reporting (as defined in Rules 13a-15(f) under the Securities
Exchange Act of 1934) that occurred during our fiscal quarter ended June 30,
2010 that have materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
19
Table of Contents
PART II
OTHER INFORMATION
Item 1.
Legal
Proceedings
Not
Applicable.
Item 1A.
Risk Factors
There
have been no material changes to the Risk Factors reported under Item 1A in the
Form 10-K for the year ended December 31, 2009, and the statement of
risk factors presented therein are incorporated by reference herein.
Item
2.
Unregistered Sales of Equity
Securities
and Use of Proceeds
(a)
Not Applicable.
(b)
Not Applicable.
(c)
On January 16,
2008, the Company announced that its Board of Directors had authorized a
program to repurchase up to an additional 250,000 shares of the Companys
common stock. During the first six
months of 2010, the Company did not repurchase any shares of common stock. As of June 30, 2010, there are 33,457
shares at maximum that the Company may buy back as a result of this repurchase program.
Item 3.
Defaults
Upon Senior Securities
Not Applicable.
Item 4.
Removed
and Reserved
Item 5.
Other
Information
Not Applicable.
Item 6.
Exhibits
(a)
The following
exhibits are included herein:
11
Statement re
computation of per share earnings See Net Income Per Share under Note 1 of
Notes to Consolidated Financial Statements under Part 1, Item 1,
which is incorporated herein by reference.
31.1
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (rules 13a-14 and 15d-14 of the Exchange Act).
31.2
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (rules 13a-14 and 15d-14 of the Exchange Act).
32
Certfications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
1350).
20
Table of Contents
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.
|
Canterbury Park Holding Corporation
|
|
|
Dated: August 16, 2010
|
/s/ Randall D. Sampson
|
|
Randall D. Sampson,
|
|
President, and Chief Executive Officer
|
|
|
Dated: August 16, 2010
|
/s/ David C. Hansen
|
|
David C. Hansen,
|
|
Vice President, and Chief Financial Officer
|
21
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