UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____. |
Commission File Number:
| CANTERBURY PARK HOLDING CORPORATION |
| (Exact Name of Registrant as Specified in Its Charter) |
| (State or Other Jurisdiction of Incorporation or | (I.R.S. Employer | |||
| Organization) | Identification No.) |
(Address of principal executive offices and zip code)
Securities registered pursuant Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered |
| | | |
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.
| ☒ | No | ☐ |
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
| ☒ | No | ☐ |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||
| ☒ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
| Yes | No | ☒ |
The Company had
Canterbury Park Holding Corporation
INDEX
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| PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (unaudited) |
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| Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 |
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Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 |
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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| Item 4. |
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| PART II. |
OTHER INFORMATION |
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| Item 1A. |
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| Item 2. |
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| Item 6. |
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PART 1 – FINANCIAL INFORMATION
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | ||||||||
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance of $ for both periods | ||||||||
| Employee retention credit receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Income taxes receivable | ||||||||
| Total current assets | ||||||||
| LONG-TERM ASSETS | ||||||||
| Deposits | ||||||||
| Other prepaid expenses | ||||||||
| TIF receivable | ||||||||
| Related party receivable | ||||||||
| Operating lease right-of-use assets | ||||||||
| Equity investment | ||||||||
| Land held for development | ||||||||
| Property, plant, and equipment, net | ||||||||
| Total long-term assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Card Casino accruals | ||||||||
| Accrued wages and payroll taxes | ||||||||
| Cash dividend payable | ||||||||
| Accrued property taxes | ||||||||
| Deferred revenue | ||||||||
| Payable to horsepersons | ||||||||
| Current portion of finance lease obligations | ||||||||
| Current portion of operating lease obligations | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Deferred income taxes | ||||||||
| Investee losses in excess of equity investment | ||||||||
| Finance lease obligations, net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, par value, shares authorized, and respectively, shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| OPERATING REVENUES: | ||||||||
| Card Casino | $ | $ | ||||||
| Pari-mutuel | ||||||||
| Food and beverage | ||||||||
| Other | ||||||||
| Total Net Revenues | ||||||||
| OPERATING EXPENSES: | ||||||||
| Purse expense | ||||||||
| Minnesota Breeders’ Fund | ||||||||
| Other pari-mutuel expenses | ||||||||
| Salaries and benefits | ||||||||
| Cost of food and beverage and other sales | ||||||||
| Depreciation and amortization | ||||||||
| Utilities | ||||||||
| Advertising and marketing | ||||||||
| Professional and contracted services | ||||||||
| Other operating expenses | ||||||||
| Total Operating Expenses | ||||||||
| INCOME FROM OPERATIONS | ||||||||
| OTHER (LOSS) INCOME | ||||||||
| Loss from equity investment | ( | ) | ( | ) | ||||
| Interest income, net | ||||||||
| Net Other Loss | ( | ) | ( | ) | ||||
| INCOME BEFORE INCOME TAXES | ||||||||
| INCOME TAX EXPENSE | ( | ) | ( | ) | ||||
| NET INCOME | $ | $ | ||||||
| Basic earnings per share | $ | $ | ||||||
| Diluted earnings per share | $ | $ | ||||||
| Weighted average basic shares outstanding | ||||||||
| Weighted average diluted shares | ||||||||
| Cash dividends declared per share | $ | $ | ||||||
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the three months ended March 31, 2022
| Number of | Common | Additional | Retained | |||||||||||||||||
| Shares | Stock | Paid-in Capital | Earnings | Total | ||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Dividend declared | — | ( | ) | ( | ) | |||||||||||||||
| 401(k) stock match | ||||||||||||||||||||
| Issuance of deferred stock awards | ( | ) | ( | ) | ||||||||||||||||
| Net income | — | |||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ||||||||||||||||
For the three months ended March 31, 2021
| Number of | Common | Additional | Retained | |||||||||||||||||
| Shares | Stock | Paid-in Capital | Earnings | Total | ||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | ||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Dividend distribution | — | ( | ) | ( | ) | |||||||||||||||
| 401(k) stock match | ||||||||||||||||||||
| Issuance of deferred stock awards | ( | ) | ( | ) | ||||||||||||||||
| Net income | — | |||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Stock-based compensation expense | ||||||||
| Stock-based employee match contribution | ||||||||
| Loss from equity investment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| TIF receivable | ( | ) | ( | ) | ||||
| Inventory and prepaid expenses | ( | ) | ( | ) | ||||
| Income taxes receivable/payable | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Deferred revenue | ||||||||
| Card Casino accruals | ( | ) | ||||||
| Accrued wages and payroll taxes | ||||||||
| Accrued property taxes | ||||||||
| Payable to horsepersons | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Investing Activities: | ||||||||
| Additions to land, buildings, and equipment | ( | ) | ( | ) | ||||
| Additions for TIF eligible improvements | ( | ) | ||||||
| Equity investment contributions | ( | ) | ||||||
| (Increase) decrease in related party receivable | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing Activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Cash dividend paid to shareholders | ( | ) | ( | ) | ||||
| Payments for taxes related to net share settlement of equity awards | ( | ) | ( | ) | ||||
| Principal payments on finance lease | ( | ) | ( | ) | ||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net increase in cash, cash equivalents, and restricted cash | ||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
| Schedule of non-cash investing and financing activities | ||||||||
| Additions to land, buildings, and equipment funded through accounts payable | $ | $ | ||||||
| Dividend declared but not yet paid | ||||||||
| Transfer of future TIF reimbursed costs from land, buildings, and equipment | ||||||||
| Change in investee losses in excess of equity investments | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income taxes paid, net of refunds | $ | $ | ||||||
| Interest paid |
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business – Canterbury Park Holding Corporation’s (the “Company,” “we,” “our,” or “us”) Racetrack operations are conducted at facilities located in Shakopee, Minnesota, approximately 25 miles southwest of downtown Minneapolis. In May 1994, the Company commenced year-round horse racing simulcast operations and hosted the first annual live race meet during the summer of 1995. The Company’s live racing operations are a seasonal business as it typically hosts live race meets each year from May until September. The Company earns additional pari-mutuel revenue by televising its live racing to out-of-state racetracks around the country. Canterbury Park’s Card Casino typically operates 24 hours a day, seven days a week and is limited by Minnesota State law to conducting card play on a maximum of 80 tables. The Card Casino currently offers a variety of poker and table games. The Company’s three largest sources of revenues are from Card Casino operations, pari-mutuel operations, and food and beverage sales. The Company also derives revenues from related services and activities, such as admissions, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack. Additionally, the Company is developing underutilized land surrounding the Racetrack in a project known as Canterbury Commons™, with approximately 140 acres originally designated as underutilized. The Company is pursuing several mixed-use development opportunities for this land, directly and through joint ventures.
Basis of Presentation and Preparation – The accompanying condensed consolidated financial statements include the accounts of the Company (Canterbury Park Holding Corporation and its direct and indirect subsidiaries Canterbury Park Entertainment, LLC; Canterbury Park Concessions, Inc.; and Canterbury Development, LLC). Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2021, included in its Annual Report on Form 10-K (the “2021 Form 10-K”).
The condensed consolidated balance sheets and the related condensed consolidated statements of operations, stockholders’ equity, and the cash flows for the periods ended March 31, 2022 and 2021 have been prepared by Company management. In the opinion of management, all adjustments (which include only normal recurring adjustments, except where noted) necessary to present fairly the financial position, results of operations, statement of stockholders’ equity, and cash flows at March 31, 2022 and 2021 and for the periods then ended have been made.
Summary of Significant Accounting Policies – A detailed description of our significant accounting policies can be found in our most recent Annual Report on the 2021 Form 10-K. There were no material changes in significant accounting policies during the three months ended March 31, 2022.
Payable to Horsepersons - The Minnesota Pari-mutuel Horse Racing Act requires the Company to segregate a portion of funds (recorded as purse expense in the statements of operations) received from Card Casino operations and wagering on simulcast and live horse races, for future payment as purses for live horse races or other uses of the horsepersons’ association. Pursuant to an agreement with the Minnesota Horsemen’s Benevolent and Protective Association (“MHBPA”), the Company transferred into a trust account or paid directly to the MHBPA, $
Revenue Recognition – The Company’s primary revenues with customers consist of Card Casino operations, pari-mutuel wagering on simulcast and live horse races, and food and beverage transactions. We determine revenue recognition through the following steps:
| ● | Identification of the contract, or contracts, with a customer |
| ● | Identification of the performance obligations in the contract |
| ● | Determination of the transaction price |
| ● | Allocation of the transaction price to the performance obligation in the contract |
| ● | Recognition of revenue when, or as, we satisfy a performance obligation |
The transaction price for a Card Casino contract is a set percentage of wagers and is recognized at the time that the wagering process is complete. The transaction price for pari-mutuel wagering is the commission received on a wager, exclusive of any track fees and is recognized upon occurrence of the live race that is presented for wagering and after that live race is made official by the respective state’s racing regulatory body. The transaction price for food and beverage contracts is the net amount collected from the customer for these goods. Food and beverage services have been determined to be separate, stand-alone performance obligations and the transaction price is recorded as revenue as the good is transferred to the customer when delivery is made.
Contracts for Card Casino operations and pari-mutuel wagering involve two performance obligations for those customers earning points under the Company’s loyalty program and a single performance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as these wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from what would result if the guidance were applied on an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone redemption value of the points earned, which is determined by the value of a point that can be redeemed for a cash voucher, food and beverage voucher, racing admission, valet parking, or racing forms. Based on past experience, the majority of customers redeem their points for cash vouchers. Therefore, there are no further performance obligations by the Company.
We have two general types of liabilities related to contracts with customers: (1) our MVP Loyalty Program and (2) outstanding chip liability. These are included in the line item Card Casino accruals on the consolidated balance sheet. We defer the full retail value of these complimentary reward items until the future revenue transaction occurs.
The Company offers certain promotional allowances at no charge to patrons who participate in its player rewards program.
We evaluate our on-track revenue, export revenue (as described below), and import revenue (as described below) contracts to determine whether we are acting as the principal or as the agent when providing services, to determine if we should report revenue on a gross or net basis. An entity acts as a principal if it controls a specified service before that service is transferred to a customer.
For on-track revenue and “import revenue,” that is revenue we generate for racing held elsewhere that our patrons wager on, we are entitled to retain a commission for providing a wagering service to our customers. For these arrangements, we are the principal because we control the wagering service; therefore, any charges, including simulcast fees, we incur for delivering the wagering service are presented as operating expenses.
For “export revenue,” when the wagering occurs outside our premises, our customer is the third party wagering site such as a racetrack, Off Track Betting (“OTB”), or advance deposit wagering (“ADW”) provider. Therefore, the revenue we recognize for export revenue is the simulcast host fee we earn for exporting our racing signal to the third party wagering site.
For the three months ended March 31, 2021, the Company recorded as other revenue $
2. STOCK-BASED COMPENSATION
Long Term Incentive Plan and Award of Deferred Stock
The Long Term Incentive Plan (the “LTI Plan”) authorizes the grant of Long Term Incentive Awards that provide an opportunity to Named Executive Officers (“NEOs”) and other Senior Executives to receive a payment in cash or shares of the Company’s common stock to the extent of achievement at the end of a period greater than one year (the “Performance Period”) as compared to Performance Goals established at the beginning of the Performance Period. Currently, there are
Board of Directors Stock Option, Deferred Stock Awards, and Restricted Stock Grants
The Company’s Stock Plan currently authorizes annual grants of restricted stock, deferred stock, stock options, or any combination of the three, to non-employee members of the Board of Directors at the time of the Company’s annual shareholders’ meeting as determined by the Board prior to each such meeting. Deferred stock awards represent the right to receive shares of the Company's common stock upon vesting. Options granted under the Plan generally expire years after the grant date. Restricted stock and deferred stock grants to non-employee directors generally vest
Employee Deferred Stock Awards
The Company's Stock Plan permits its Compensation Committee to grant stock-based awards, including deferred stock awards, to key employees and non-employee directors. The Company has made deferred stock grants that vest over to years.
During the three months ended March 31, 2022, the Company granted employees deferred stock awards totaling
Employee deferred stock transactions during the three months ended March 31, 2022 are summarized as follows:
| Weighted | ||||||||
| Average | ||||||||
| Deferred | Fair Value | |||||||
| Stock | Per Share | |||||||
| Non-Vested Balance, December 31, 2021 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Non-Vested Balance, March 31, 2022 | $ | |||||||
Stock-based compensation expense related to the LTI Plan, deferred stock awards, and restricted stock awards is included on the Condensed Consolidated Statements of Operations and totaled approximately $
3. NET INCOME PER SHARE COMPUTATIONS
The following is a reconciliation of the numerator and denominator of the earnings per common share computations for the three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Net income (numerator) amounts used for basic and diluted per share computations: | $ | $ | ||||||
| Weighted average shares (denominator) of common stock outstanding: | ||||||||
| Basic | ||||||||
| Plus dilutive effect of stock options | ||||||||
| Diluted | ||||||||
| Net income per common share: | ||||||||
| Basic | $ | $ | ||||||
| Diluted | ||||||||
4. GENERAL CREDIT AGREEMENT
The Company has a general credit and security agreement with a financial institution, which provides a revolving credit line up to $
5. OPERATING SEGMENTS
The Company has reportable operating segments: horse racing, Card Casino, food and beverage, and development. The horse racing segment primarily represents simulcast and live horse racing operations. The Card Casino segment represents operations of Canterbury Park’s Card Casino. The food and beverage segment represents food and beverage operations provided during simulcast and live racing, in the Card Casino, and during special events. The development segment represents our real estate development operations. 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 process to produce those products and services. The Minnesota Racing Commission regulates the horse racing and Card Casino segments.
Depreciation, interest, and income taxes are allocated to the segments, but no allocation is made to the food and beverage segment for shared facilities. However, the food and beverage segment pays approximately
The following tables represent a disaggregation of revenues from contracts with customers along with the Company’s operating segments (in 000’s):
| Three Months Ended March 31, 2022 | ||||||||||||||||||||
| Horse Racing | Card Casino | Food and Beverage | Development | Total | ||||||||||||||||
| Net revenues from external customers | $ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues | ||||||||||||||||||||
| Net interest income | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Segment income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||||||
| Segment tax expense (benefit) | ( | ) | ( | ) | ||||||||||||||||
| March 31, 2022 | ||||||||||||||||||||
| Segment Assets | $ | $ | $ | $ | $ | |||||||||||||||
| Three Months Ended March 31, 2021 | ||||||||||||||||||||
| Horse Racing | Card Casino | Food and Beverage | Development | Total | ||||||||||||||||
| Net revenues from external customers | $ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues | ||||||||||||||||||||
| Net interest income | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Segment income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Segment tax expense (benefit) | ( | ) | ( | ) | ||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| Segment Assets | $ | $ | $ | $ | $ | |||||||||||||||
The following are reconciliations of reportable segment revenues, income before income taxes, and assets, to the Company’s consolidated totals (in 000’s):
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues | ||||||||
| Total net revenue for reportable segments | $ | $ | ||||||
| Elimination of intersegment revenues | ( | ) | ( | ) | ||||
| Total consolidated net revenues | $ | $ | ||||||
| Income before income taxes | ||||||||
| Total segment income (loss) before income taxes | $ | $ | ( | ) | ||||
| Elimination of intersegment (income) loss before income taxes | ( | ) | ||||||
| Total consolidated income before income taxes | $ | $ |
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Assets | ||||||||
| Total assets for reportable segments | $ | $ | ||||||
| Elimination of intercompany balances | ( | ) | ( | ) | ||||
| Total consolidated assets | $ | $ | ||||||
6. COMMITMENTS AND CONTINGENCIES
The Company entered into a Cooperative Marketing Agreement (the “CMA”) with the Shakopee Mdewakanton Sioux Community (“SMSC”), which became effective March 4, 2012, was amended in the first quarter of each of 2015, 2016, 2017, 2018, and in June 2020 (as described below in Note 7) and will expire on December 31, 2022. The CMA contains certain covenants that, if breached, would trigger an obligation to repay a specified amount related to such covenant. At this time, management believes it unlikely that any breach of a covenant will occur, and that therefore the possibility that the Company will be required to pay the specified amount related to any covenant breach is remote.
Effective on December 21, 2021, the Company entered into a Contribution and Indemnity Agreement ("Indemnity Agreement") with affiliates of Doran Companies ("Doran") in connection with the debt refinancing on the Doran Canterbury I, LLC joint venture. Under the Indemnity Agreement, the Company is obligated to indemnify Doran for loan payment amounts up to $
The Company is periodically involved in various claims and legal actions arising in the normal course of business. Management believes that the resolution of any pending claims and legal actions at March 31, 2022 and as of the date of this report, will not have a material impact on the Company’s consolidated financial positions or results of operations.
In August 2018, the Company entered into a Contract for Private Redevelopment with the City of Shakopee in connection with a Tax Increment Financing District (“TIF District”). On January 25, 2022, the Company received the fully executed First Amendment to the Contract for Redevelopment among the Master Developer, the City and the Authority, which is effective as of September 7, 2021. Under this contract, the Company is obligated to construct certain infrastructure improvements within the TIF District, and will be reimbursed for the cost of TIF eligible improvements by the City of Shakopee by future tax increment revenue generated from the developed property, up to specified maximum amounts. The total amount of funding that Canterbury will be paid as reimbursement under the TIF program for these improvements is not guaranteed and will depend on future tax revenues generated from the developed property.
7. COOPERATIVE MARKETING AGREEMENT
As discussed above in Note 6, on March 4, 2012, the Company entered into the CMA with the SMSC. The primary purpose of the CMA is to increase purses paid during live horse racing at Canterbury Park’s Racetrack in order to strengthen Minnesota’s thoroughbred and quarter horse industry. Under the CMA, as amended, this is achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments have no direct impact on the Company’s consolidated financial statements or operations.
Under the CMA, as amended, SMSC also agreed to make “Marketing Payments” to the Company relating to joint marketing efforts for the mutual benefit of the Company and SMSC, including signage, joint promotions, player benefits, and events.
As noted above and affirmed in the Fifth Amendment, SMSC is obligated to make an annual purse enhancement of $
The amounts earned from the marketing payments are recorded as a component of other revenue and the related expenses are recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three months ended March 31, 2022, the Company recorded $
Under the CMA, the Company agreed for the term of the CMA, which is currently scheduled to terminate on December 31, 2022, that it would not promote or lobby the Minnesota legislature for expanded gambling authority and will support the SMSC’s lobbying efforts against expanding gambling authority.
8. REAL ESTATE DEVELOPMENT
Equity Investments
Doran Canterbury I, LLC
On April 2, 2018, the Company’s subsidiary Canterbury Development LLC, entered into an Operating Agreement (“Operating Agreement”) with an affiliate of Doran Companies (“Doran”), a national commercial and residential real estate developer, as the two members of a Minnesota limited liability company named Doran Canterbury I, LLC (“Doran Canterbury I”). Doran Canterbury I was formed as part of a joint venture between Doran and Canterbury Development LLC to construct an upscale apartment complex on land adjacent to the Company’s Racetrack (the “Project”). Doran Canterbury I has completed developing Phase I of the Project, which includes 321 units, a heated parking ramp, and a clubhouse.
On September 27, 2018, Canterbury Development LLC contributed approximately
Doran Canterbury II, LLC
In connection with the execution of the Amended Doran Canterbury I Agreement, on August 18, 2018, Canterbury Development LLC entered into an Operating Agreement with Doran Shakopee, LLC as the two members of a Minnesota limited liability company entitled Doran Canterbury II, LLC (“Doran Canterbury II”). Under the Doran Canterbury II Operating Agreement, Doran Canterbury II will pursue development of Phase II of the Project. Phase II will include an additional 300 apartment units. Canterbury Development’s equity contribution to Doran Canterbury II for Phase II was approximately
Canterbury DBSV Development, LLC
On June 16, 2020, Canterbury Development LLC, entered into an Operating Agreement with an affiliate of Greystone Construction, as the two members of a Minnesota limited liability company named Canterbury DBSV Development, LLC ("Canterbury DBSV"). Canterbury DBSV was formed as part of a joint venture between Greystone and Canterbury Development LLC for a multi-use development on the
Tax Increment Financing
On August 8, 2018, the City Council of the City of Shakopee, Minnesota approved a Contract for Private Redevelopment (“Redevelopment Agreement”) between the City of Shakopee Economic Development Authority (“Shakopee EDA”) and Canterbury Park Holding Corporation and its subsidiary Canterbury Development LLC in connection with a Tax Increment Financing District (“TIF District”) that the City had approved in April 2018. The City of Shakopee, the Shakopee EDA and the Company entered into the Redevelopment Agreement on August 10, 2018.
Under the Original Agreement, the Company agreed to undertake a number of specific infrastructure improvements within the TIF District and the City agreed that a portion of the tax revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing these improvements. Under the Original Agreement, the total estimated cost of TIF eligible improvements to be borne by the Company was $
On January 25, 2022, the Company received the fully executed First Amendment to the Contract for Private Redevelopment (the “First Amendment”) among the Company, the City of Shakopee, and the Shakopee EDA, which is effective as of September 7, 2021. Under the First Amendment and as part of the authorized changes regarding the responsibilities of the Company and the City, improvements on Unbridled Avenue will be primarily constructed by the City of Shakopee. As a result, the total estimated cost of TIF eligible improvements to be borne by the Company will be reduced by $
A detailed Schedule of the Public Improvements under the First Amendment, the timeline for their construction and the source and amount of funding is set forth in Exhibit 10.1 of the Form 8-K filed on January 31, 2022. The Company expects to substantially complete the remaining Developer Improvements by July 17, 2027 and will be reimbursed for costs of the Developer Improvements incurred by no later than July 17, 2027. The total amount of funding that the Company will be paid as reimbursement under the TIF program for these improvements is not guaranteed, however, and will depend in part on future tax revenues generated from the developed property.
As of March 31, 2022, the Company recorded a TIF receivable of approximately $
The Company expects to finance its improvements under the Redevelopment Agreement with funds from its current operating resources and existing credit facility and, potentially, third-party financing sources.
Recently Closed Transactions under Real Estate Agreements
On April 7, 2020, the Company entered into an agreement to sell approximately
On April 15, 2020, the Company entered into an agreement to sell approximately
9. LEASES
The Company determines if an arrangement is a lease or contains a lease at inception. The Company leases some office equipment under finance leases. We also lease equipment related to our horse racing operations under operating leases. For lease accounting purposes, we do not separate lease and nonlease components, nor do we record operating or finance lease assets and liabilities for short term leases.
As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. We recognize expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements do not contain any variable lease payments, material residual value guarantees or any restrictive covenants.
Lease costs related to operating leases were $
Lease costs included in depreciation and amortization related to our finance leases were $
The following table shows the classification of the right of use assets on our consolidated balance sheets:
| March 31, | December 31, | ||||||||
| Balance Sheet Location | 2022 | 2021 | |||||||
| Assets | |||||||||
| Finance | Land, buildings and equipment, net (1) | $ | $ | ||||||
| Operating | Operating lease right-of-use assets | ||||||||
| Total Leased Assets | $ | $ | |||||||
1 – Finance lease assets are net of accumulated amortization of $
The following table shows the lease terms and discount rates related to our leases:
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Weighted average remaining lease term (in years): | ||||||||
| Finance | ||||||||
| Operating | ||||||||
| Weighted average discount rate (%): | ||||||||
| Finance | % | % | ||||||
| Operating | % | % | ||||||
The maturity of operating leases and finance leases as of March 31, 2022 are as follows:
| Three Months Ended March 31, 2022 | Operating leases | Finance leases | ||||||
| 2022 remaining | $ | $ | ||||||
| 2023 | ||||||||
| Total minimum lease obligations | ||||||||
| Less: amounts representing interest | ( | ) | ( | ) | ||||
| Present value of minimum lease payments | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Lease obligations, net of current portion | $ | $ | ||||||
10. RELATED PARTY RECEIVABLES
In 2019, 2020, 2021, and through the first three month of 2022, the Company loaned money to the Doran Canterbury I and II joint ventures in member loans totaling approximately $
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s 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, our financial results and financial condition and our 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,” “we,” “our,” or “us”) conducts pari-mutuel wagering operations and hosts “unbanked” card games at its Canterbury Park Racetrack and Card Casino facility (the “Racetrack”) in Shakopee, Minnesota, which is approximately 25 miles southwest of downtown Minneapolis. The Racetrack is the only facility in the State of Minnesota that offers live pari-mutuel thoroughbred and quarter horse racing.
The Company’s pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack each year from May through September, and year-round wagering on races held at out-of-state racetracks that are televised simultaneously at the Racetrack (“simulcasting”). Unbanked card games, in which patrons compete against each other, are hosted in the Card Casino at the Racetrack. The Card Casino typically operates 24 hours a day, seven days a week. The Card Casino offers both poker and table games at up to 80 tables. The Company also derives revenues from related services and activities, such as concessions, parking, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack.
COVID-19 Pandemic:
In January 2020, an outbreak of a respiratory illness caused by a new strain of coronavirus was identified. The disease has since spread rapidly across the world, causing the World Health Organization to declare the outbreak a pandemic (the “COVID-19 Pandemic”) on March 12, 2020. Since that time, governments and businesses have taken measures to limit the impact of the COVID-19 Pandemic, including the issuance of shelter-in-place orders, social distancing measures, travel bans and restrictions, and business shutdowns.
As a result of the COVID-19 Pandemic, the Company temporary suspended all Card Casino, simulcast, food and beverage, and special events operations at Canterbury Park from March 16, 2020 through June 9, 2020 and from November 21, 2020 through January 10, 2021.
In connection with reopening our pari-mutuel, food and beverage, and Card Casino operations, we adhered to social distancing requirements, which included reduced seating at table games and poker and capacity limitations to follow Minnesota state guidelines. Effective May 28, 2021, all capacity limits, restrictions on large gatherings, and other restrictions, which had been implemented in response to the impact of the COVID-19 Pandemic, were lifted and our Racetrack began operating operated under pre-pandemic guidelines. Our Card Casino also began operating without capacity restrictions effective May 28, 2021, but we maintained and intend to maintain certain operational changes and improvements initiated in 2020 in response to the COVID-19 Pandemic.
The disruptions arising from the COVID-19 Pandemic had a negative impact on the Company's financial condition and operations for the first half of 2021. However, the Company's revenues began to recover starting in the 2021 second quarter. The strong recovery we experienced in 2021 was a result of increased consumer confidence, reduction in capacity restrictions, and faster than anticipated vaccine roll-outs, as well as the success of initiatives begun during the COVID-19 Pandemic to increase attendance at live racing and other events, enhance the player experience, and recruit higher value players. Although the Company has currently appeared to recover from the effects of the COVID-19 Pandemic, the pandemic has caused other global issues that could have a future adverse effect on the Company. Specifically, these issues relate to supply chain issues and labor shortages, which have had some negative impact on our business and may continue to have an impact in the near future. Additionally, the spread of any new COVID-19 variants has had and may in the future have an adverse effect on the Company's financial condition and results. As the impact of the COVID-19 Pandemic on the economy and our operations evolves, we will continue to assess the impact on the Company and respond accordingly.
Operations Review for the Three Months Ended March 31, 2022:
Revenues:
Total net revenues for the three months ended March 31, 2022 were $13,638,000, an increase of $4,412,000, or 47.8%, compared to total net revenues of $9,226,000 for the three months ended March 31, 2021. The increase consists of increases in pari-mutuel, Card Casino, food and beverage, and other revenues as a result of increased visitation as COVID-19 Pandemic restrictions have been lifted, and social distancing measures and operating capacity limitations have ceased. See below for a further discussion of our sources of revenues.
Pari-Mutuel Revenue:
| Three Months Ended March 31, |
||||||||
| 2022 |
2021 |
|||||||
| Simulcast |
$ | 915,000 | $ | 839,000 | ||||
| Other revenue |
332,000 | 315,000 | ||||||
| Total Pari-Mutuel Revenue |
$ | 1,247,000 | $ | 1,154,000 | ||||
Total pari-mutuel revenue increased $93,000, or 8.0%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to increased business levels, including the fact that we have returned to normalized operations and full capacity as compared to the closure of our operations for 10 days in January 2021 and operating at a limited capacity upon reopening.
Card Casino Revenue:
| Three Months Ended March 31, |
||||||||
| 2022 |
2021 |
|||||||
| Poker Games Collection |
$ | 1,909,000 | $ | 1,326,000 | ||||
| Other Poker Revenue |
645,000 | 314,000 | ||||||
| Total Poker Revenue |
2,554,000 | 1,640,000 | ||||||
| Table Games Collection |
7,189,000 | 4,903,000 | ||||||
| Other Table Games Revenue |
617,000 | 321,000 | ||||||
| Total Table Games Revenue |
7,806,000 | 5,224,000 | ||||||
| Total Card Casino Revenue |
$ | 10,360,000 | $ | 6,864,000 | ||||
The primary source of Card Casino revenue is a percentage of the wagers received from players as compensation for providing the Card Casino facility and services, which is referred to as “collection revenue.” Other Poker Revenue and Other Table Games Revenue presented above includes fees collected for the administration of tournaments and the poker jackpot and amounts earned as reimbursement of the administrative costs of maintaining table games jackpot funds, respectively.
As indicated by the table above, total Card Casino revenue increased $3,496,000, or 50.9%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to increased visitation as our business recovers from the effects of the COVID-19 Pandemic described above, as well as increased table games drop from the successful marketing efforts to recruit higher value players. The increase is also due to an increase in revenue generated from poker tournaments in the 2022 first quarter.
Food and Beverage Revenue:
Food and beverage revenue increased $714,000, or 190.7%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to increased visitation as our business recovers from the effects of the COVID-19 Pandemic described above. Furthermore, the increase is also attributable to hosting larger scale events in the 2022 first quarter, which is more consistent with our pre-COVID food and beverage operations.
Other Revenue:
Other revenue increased $109,000, or 13.1%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to the reversal of the effects of the COVID-19 Pandemic described above, as well as hosting larger scale events in the 2022 first quarter. The increase is partially offset by the Company receiving $515,000 of COVID-19 relief grants in the 2021 first quarter.
Operating Expenses:
Total operating expenses increased $3,258,000, or 41.0%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase reflects an increase in all of the Company's operating expenses, primarily as a result of the return to normalized operations in the three months ending March 31, 2022 as compared to the prior year which included a temporary suspension of operations through January 10, 2021 and the limitations placed on operations upon reopening. The following paragraphs provide further detail regarding certain operating expenses.
Purse expense increased $461,000, or 47.2%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to increases in pari-mutuel and Card Casino revenues.
Salaries and benefits increased $1,541,000, or 38.8%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to an increase in the number of personnel to support our resumption of normalized operations in the three months ended March 31, 2022 as well as the fact that the majority of employees were placed on an unpaid furlough during the first week of 2021.
Cost of food and beverage sales increased $291,000, or 141.7%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to the increased food and beverage operations as described above.
Advertising and marketing increased $245,000, or 434.0%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to an increase in advertising spend to support our resumption of normalized operations in the 2022 first quarter.
Other operating expenses increased $303,000, or 44.2%, for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily due to our resumption of normalized operations including hosting special events and poker tournaments in the 2022 first quarter, as well as the fact the Company focused on minimizing discretionary spend in the 2021 first quarter to preserve cash.
The Company recorded a provision for income taxes of $606,000 and $252,000 for the three months ended March 31, 2022 and 2021, respectively. We record our quarterly provision for income taxes based on our estimated annual effective tax rate for the year. The increase in our tax expense for the three months ended March 31, 2022 is primarily due to an increase in income before taxes from operations. Our effective tax rate was 25.5% and 31.4% for the three months ended March 31, 2022 and 2021, respectively. The decrease in the effective tax rate is primarily the result of favorable discrete items that occurred during the three months ended March 31, 2022.
The Company recorded net income of $1,774,000 and $551,000 for the three months ended March 31, 2022 and 2021, respectively.
EBITDA
To supplement our financial statements, we also provide investors with information about our EBITDA and Adjusted EBITDA, each of which is a non-GAAP measure, which excludes certain items from net income, a GAAP measure. We define EBITDA as earnings before interest, income tax expense, and depreciation and amortization. We also compute Adjusted EBITDA, which reflects additional adjustments to Net Income to eliminate unusual or non-recurring items, as well as items relating to our real estate development operations and we believe the exclusion of these items allows for better comparability of our performance between periods. For the three months ended March 31, 2022 Adjusted EBITDA excluded depreciation, amortization, and interest expense related to equity investments. Neither EBITDA nor adjusted EBITDA is a measure of performance calculated in accordance with GAAP and should not be considered an alternative to, or more meaningful than, net income as an indicator of our operating performance. EBITDA is presented as a supplemental disclosure because it is a widely used measure of performance and a basis for valuation of companies in our industry. Moreover, other companies that provide EBITDA information may calculate EBITDA differently than we do.
The following table sets forth a reconciliation of net income, a GAAP financial measure, to EBITDA and to adjusted EBITDA (defined above) which are non-GAAP financial measures, for the three months ended March 31, 2022 and 2021:
Summary of EBITDA Data
| Three Months Ended March 31, |
||||||||
| 2022 |
2021 |
|||||||
| NET INCOME |
$ | 1,773,913 | $ | 551,493 | ||||
| Interest income, net |
(192,840 | ) | (169,310 | ) | ||||
| Income tax expense |
605,641 | 252,224 | ||||||
| Depreciation |
745,949 | 689,585 | ||||||
| EBITDA |
2,932,663 | 1,323,992 | ||||||
| Depreciation and amortization related to equity investments |
421,323 | 393,673 | ||||||
| Interest expense related to equity investments |
192,813 | 219,195 | ||||||
| Other revenue, COVID-19 relief grants |
— | (515,000 | ) | |||||
| ADJUSTED EBITDA |
$ | 3,546,799 | $ | 1,421,860 | ||||
Adjusted EBITDA increased $2,125,000 for the three months ended March 31, 2022 as compared to the same period in 2021. The increase is due to increased visitation as COVID-19 Pandemic restrictions have been lifted and social distancing measures and operating capacity limitations have ceased. The increase is also due to increased operational efficiencies that have been implemented since the COVID-19 Pandemic. For the three months ended March 31, 2022, Adjusted EBITDA as a percentage of net revenue was 26.0%. For the three months ended March 31, 2021, Adjusted EBITDA as a percentage of net revenue, excluding $515,000 other revenue from COVID-19 relief grants, was 16.3%.
Contingencies:
The Company entered into a Cooperative Marketing Agreement (the “CMA”) with the Shakopee Mdewakanton Sioux Community, which became effective on March 4, 2012, and was amended in the respective first quarters of 2015, 2016, 2017, 2018, and June 2020 and will expire December 31, 2022. The CMA contains specific covenants that, if breached, would trigger an obligation to repay a specified amount related to these covenants. At this time, management believes that the likelihood that the breach of a covenant would occur and that the Company would be required to pay the specified amount related to a covenant is remote.
The Company continues to analyze the feasibility of various options related to the development of our underutilized land. The Company may incur substantial costs during the feasibility and predevelopment process, but the Company believes available funds are sufficient to cover the near-term costs. See Liquidity and Capital Resources for more information on liquidity and capital resource requirements.
Liquidity and Capital Resources:
The Company has a general credit and security agreement with a financial institution, which provides a revolving credit line up to $10,000,000 and allows for letters of credit in the aggregate amount of up to $2,000,000 to be issued under the credit agreement which matures January 31, 2024. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. The line of credit also includes collateral in the form of a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents. As of March 31, 2022, the outstanding balance on the line of credit was $0. As of March 31, 2022, the Company was in compliance with the financial covenants of the general credit and security agreement.
The Company’s cash, cash equivalents, and restricted cash balance at March 31, 2022 was $16,857,000 compared to $15,599,000 as of December 31, 2021. The Company believes that unrestricted funds available in its cash accounts, amounts available under its revolving line of credit, along with funds generated from operations and future land sales, will be sufficient to satisfy its liquidity and capital resource requirements for regular operations, as well as its planned development expenses for the next twelve months. However, if the Company engages in any additional significant real estate development, significant improvements to its facilities, the Racetrack or surrounding grounds, or strategic growth or diversification transactions, additional financing would more than likely be required and the Company may seek this additional financing through joint venture arrangements, through incurring debt, or through an equity financing, or a combination of any of these.
Operating Activities
Net cash provided by operating activities for the three months ended March 31, 2022 was $2,937,000, primarily as a result of the following: the Company reported net income of $1,774,000, depreciation of $746,000, a loss from equity investment of $240,000, and stock-based compensation and 401(k) match totaling $262,000. Primarily due to timing, the Company also experienced an increase in accounts payable of $239,000 for the three months ended March 31, 2022, offset by a decrease in accounts receivable of $237,000 for the three months ended March 31, 2022.
Net cash provided by operating activities for the three months ended March 31, 2021 was $1,693,000 primarily as a result of the following: The Company reported net income of $551,000, depreciation of $690,000, loss from equity investment of $638,000, and stock-based compensation and 401(k) match totaling $194,000. the Company also experienced an increase in accrued wages and payroll taxes of $996,000 for the three months ended March 31, 2021 due to the timing of our payroll dates as well as the fact the Company's operations were temporarily suspended as of December 31, 2020 resulting in a reduction in payroll costs. This increase was partially offset by a decrease in payables to horsemen of $1,035,000 for the three months ended March 31, 2021.
Investing Activities
Net cash used in investing activities for the first three months of 2022 was $1,124,000, primarily due to additions to land, buildings, and equipment and an equity investment contribution. Net cash used in investing activities for the first three months of 2021 was $54,000, primarily for additions to land, buildings, and equipment. This was partially offset by a decrease in related party receivables for the three months ended March 31, 2021.
Financing Activities
Net cash used in financing activities during the first three months of 2022 was $555,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards. Net cash provided by financing activities during the first three months of 2021 was $16,000 due to proceeds from the issuance of common stock upon exercise of stock option awards, partially offset by payments for taxes of equity awards.
Critical Accounting Policies Estimates:
The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires us to make estimates and judgments that are subject to an inherent degree of uncertainty. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. The development and selection of critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board of Directors. We believe the current assumptions and other considerations used to estimate amounts reflected in our Condensed Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our Condensed Consolidated Financial Statements, the resulting changes could have a material adverse effect on our financial condition, results of operations and cash flows.
Estimate of the allowance for doubtful accounts - Property Tax Increment Financing "TIF" Receivable
As of March 31, 2022, the Company recorded a TIF receivable on its Consolidated Balance Sheet of approximately $12,668,000, which represents $11,180,000 of principal and $1,488,000 of interest. The TIF receivable requires significant management estimates and judgement pertaining to whether an allowance for doubtful accounts is necessary. The TIF receivable was generated in connection with the Contract for Private Redevelopment, in which the City of Shakopee has agreed that a portion of the future tax increment revenue generated from the developed property around the Racetrack will be paid to the Company to reimburse it for expenses in constructing public infrastructure improvements.
The Company typically performs an annual collectability analysis of the TIF receivable in the fourth quarter of each year, or more frequently if indicators of potential uncollectability exist. The Company utilizes the assistance of a third party to assist with the projected tax increments. The quantitative analysis includes assumptions based on the market values of the completed development projects within Canterbury Commons, which derives the future projected tax increment revenue. The Company uses the analysis to determine if the future tax increment revenue will exceed the Company's development costs on infrastructure improvements. As a result of our analysis for the year ended December 31, 2021, management believes the TIF receivable will be fully collectible and no allowance related to this receivable is necessary. There were no indicators of potential uncollectability in the quarter ended March 31, 2022.
Commitments and Contractual Obligations:
The Company entered into the CMA with the SMSC on June 4, 2012, that was amended in January 2015, 2016, 2017, March 2018, and June 2020 and expires December 31, 2022. See “Cooperative Marketing Agreement” below.
Cooperative Marketing Agreement:
On June 4, 2012, the Company entered into the CMA with the SMSC. The primary purpose of the CMA is to increase purses paid during live horse racing at Canterbury Park’s Racetrack in order to strengthen Minnesota’s thoroughbred and quarter horse industry. Under the CMA, as amended, this is achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments have no direct impact on the Company’s consolidated financial statements or operations.
Under the CMA, as amended, SMSC also agreed to make “Marketing Payments” to the Company relating to joint marketing efforts for the mutual benefit of the Company and SMSC, including signage, joint promotions, player benefits, and events.
As noted above and affirmed in the Fifth Amendment, SMSC is obligated to make an annual purse enhancement of $7,380,000 and annual marketing payment of $1,620,000 for 2022.
The amounts earned from the marketing payments are recorded as a component of other revenue and the related expenses are recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three months ended March 31, 2022, the Company recorded $112,000 in other revenue, incurred $65,000 in advertising and marketing expense, and incurred $47,000 in depreciation related to the SMSC marketing funds. For the three months ended March 31, 2021, the Company recorded $47,000 in other revenue, incurred $23,000 in advertising and marketing expense, and incurred $24,000 in depreciation related to the SMSC marketing funds.
Under the CMA, the Company has agreed for the term of the CMA, which has a stated term ending December 31, 2022 that it will not promote or lobby the Minnesota legislature for expanded gambling authority and will support the SMSC’s lobbying efforts against expanding gambling authority.
Redevelopment Agreement:
As mentioned above in Note 8 of Notes to Financial Statements, on August 10, 2018, the City of Shakopee, the City of Shakopee Economic Development Authority, and the Company entered into a Redevelopment Agreement in connection with a Tax Increment Financing District (“TIF District”) that the City had approved in April 2018. Under the Redevelopment Agreement, the Company has agreed to undertake a number of specific infrastructure improvements within the TIF District, including the development of public streets, utilities, sidewalks, and other public infrastructure and the City of Shakopee agreed that a portion of the tax revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing these improvements. The Company expects to finance its improvements under the Redevelopment Agreement with funds from its current operating resources and existing credit facility and, potentially, third-party financing sources.
On January 25, 2022, the Company received the fully executed First Amendment to the Contract for Private Redevelopment among the Company, the City of Shakopee, and the Shakopee EDA, which is effective as of September 7, 2021. Under the First Amendment and as part of the authorized changes regarding the responsibilities of the Company and the City, improvements on Unbridled Avenue will be primarily constructed by the City of Shakopee. As a result, the total estimated cost of TIF eligible improvements to be borne by the Company will be reduced by $5,744,000 to an amount not to exceed $17,592,881.
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, we may make forward-looking statements concerning possible or anticipated future financial performance, prospective business activities or plans that are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to:
| ● |
Pure Enhancement Payments and Marketing Payments under our CMA with SMSC may not continue after 2022. |
| ● |
Our CMA with SMSC contains both affirmative and negative covenants that restrict our business and limit our ability to pursue certain changes to gaming laws, even if such activities or changes would be in the best interests of our company. |
| ● |
The COVID-19 Pandemic has materially adversely affected the number of visitors at our facility and disrupted our operations, and we expect this adverse impact to continue until the COVID-19 Pandemic is contained. |
| ● |
We face significant competition, both directly from other racing and gaming operations and indirectly from other forms of entertainment and leisure time activities, which could have a material adverse effect on our operations. |
| ● |
We may not be able to attract a sufficient number of horses and trainers to achieve above average field sizes. |
| ● |
Nationally, the popularity of horse racing has declined. |
| ● |
Our horse racing and gaming businesses are sensitive to economic conditions that may affect consumer confidence, consumer discretionary spending, or our access to credit in a manner that adversely affects our operations. |
| ● |
A lack of confidence in the integrity of our core businesses could affect our ability to retain our customers and engage with new customers. |
| ● |
Horse racing is an inherently dangerous sport and our racetrack is subject to personal injury litigation. |
| ● |
Our business depends on using totalizator services. |
| ● |
Inclement weather and other conditions may affect our ability to conduct live racing. |
| ● |
We are subject to changes in the laws that govern our business, including the possibility of an increase in gaming taxes, which would increase our costs, and changes in other laws may adversely affect our ability to compete. |
| ● |
We are subject to extensive regulation from gaming authorities that could adversely affect us. |
| ● |
We rely on the efforts of our partner Doran for the development and profitable operation of our Triple Crown Residences at Canterbury Park joint venture. |
| ● |
We rely on the efforts of our partner Greystone Construction for a new development project. |
| ● |
We may not be successful in executing our real estate development strategy. |
| ● |
We are obligated to make improvements in the TIF district and will be reimbursed only to the extent of future tax revenue. |
| ● |
An increase in the minimum wage mandated under Federal or Minnesota law could have a material adverse effect on our operations and financial results. |
| ● |
We depend on key personnel. |
| ● |
The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties. |
| ● |
Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security. |
| ● |
We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business. |
| ● |
Energy and fuel price increases may adversely affect our costs of operations and our revenues. |
| ● |
Other factors that are beyond our ability to control or predict. |
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 4: CONTROLS AND PROCEDURES
| (a) |
Evaluation of Disclosure Controls and Procedures: |
The Company’s President and Chief Executive Officer, Randall D. Sampson and Chief Financial Officer, Randy J. Dehmer, have reviewed the Company’s 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 Company’s disclosure controls and procedures are effective.
| (b) |
Changes in Internal Control over Financial Reporting: |
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Not Applicable.
There have been no changes to the Risk Factors listed in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In the three months ending March 31, 2022, the Company repurchased shares of stock in connection with payment of taxes upon issuance of deferred stock awards issued to employees as follows:
| Period |
Total Number of Shares Purchased |
Average Price Paid Per Share |
||||||
| January 1-31, 2022 |
- | $ | - | |||||
| February 1-28, 2022 |
4,443 | $ | 21.80 | |||||
| March 1-31, 2022 |
5,671 | $ | 20.28 | |||||
| Total |
10,114 | $ | 20.95 | |||||
In 2007, the Company’s Board of Directors adopted a stock repurchase plan that was expanded in 2012. No shares were repurchased in 2022 or 2021, and the Company was authorized to repurchase up to 128,781 shares under the Stock Repurchase Plan as of December 31, 2021. In March 2022, the Board of Directors determined to terminate the Stock Repurchase Plan.
Item 3. Defaults upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Not Applicable.
| 31.1 |
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| 31.2 |
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| 32 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
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| 99.1 |
Press Release dated May 12, 2022 announcing 2022 First Quarter Results. |
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| 101 |
The following financial information from Canterbury Park Holding Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, formatted in Inline eXtensible Business Reporting Language XBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021, (ii) Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and March 31, 2021, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022 and March 31, 2021, (iv) Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and March 31, 2021, and (v) Notes to Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
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Canterbury Park Holding Corporation |
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| Dated: May 13, 2022 |
/s/ Randall D. Sampson |
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Randall D. Sampson |
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President and Chief Executive Officer (principal executive officer) |
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| Dated: May 13, 2022 |
/s/ Randy J. Dehmer |
| Randy J. Dehmer | |
| Chief Financial Officer (principal financial officer, principal accounting officer) |