**U.S. SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q**

 

**(MarkOne)**

| **ý** |   | **QUARTERLY REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934**                                                                      |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   | **FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003.**                                                                                                            |
| **o**      |   | **TRANSITION REPORT UNDER 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 HoldingCorporation**

(Exact name of business issuer as specified in its charter)

 

| **Minnesota**                                                   |   | **41-1775532**                     |
|-----------------------------------------------------------------|--------|------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (IRS Employer  Identification No.) |
|                                                            |   |                               |
| **1100 Canterbury Road, Shakopee, Minnesota**                   |   | **55379**                          |   |
| (Address of principal executive offices)                        |   | (Zip Code)                         |   |

 

| **(952) 445-7223**               |
|----------------------------------|
| (Issuer’s Telephone Number) |

 

Indicate by check mark whetherthe Registrant (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.   YES  ý  NO  o

 

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act.   YES  o  NO  ý

 

The Company had 3,714,369shares of common stock, $.01 par value per share, outstanding as ofNovember 14, 2003.

 

 

----

 

Canterbury Park Holding Corporation

 

#### **INDEX**

 
| **PART I.**   | **FINANCIAL INFORMATION** |                                                                                           |
|---------------|---------------------------|------------------------------------------------------------------------------------------------|
|          |                      |                                                                                           |   |
|          | Item 1.                   | Financial  Statements                                                                          |   |
|          |                      |                                                                                           |   |
|          |                      | Consolidated Balance Sheets as of  September 30, 2003 and December 31, 2002          |   |
|          |                      |                                                                                           |   |
|          |                      | Consolidated Statements of Operations for  the periods endedSeptember 30,  2003 and 2002  |   |
|          |                      |                                                                                           |   |
|          |                      | Consolidated Statements of Cash Flows for  the periods ended  September 30, 2003 and 2002 |   |
|          |                      |                                                                                           |   |
|          |                      | Notes to Consolidated Financial Statements                                                     |   |
|          |                      |                                                                                           |   |
|          | Item 2.                   | Management’s Discussion and Analysis of  Financial Condition and Results of Operations    |   |
|          |                      |                                                                                           |   |
|          | Item 3.                   | Quantitative and Qualitative Disclosures  about Market Risk                                    |   |
|          |                      |                                                                                           |   |
|          | Item 4.                   | Controls and Procedures                                                                        |   |
|          |                      |                                                                                           |   |
| **PART  II.** | **OTHER  INFORMATION**    |                                                                                           |
|          |                      |                                                                                           |   |
|          | Item 1.                   | Legal Proceedings                                                                              |   |
|          |                      |                                                                                           |   |
|          | Item 2.                   | Changes in Securities and Use of Proceeds                                                      |   |
|          |                      |                                                                                           |   |
|          | Item 3.                   | Defaults Upon Senior Securities                                                                |   |
|          |                      |                                                                                           |   |
|          | Item 4.                   | Submission of Matters to a Vote of Security  Holders                                           |   |
|          |                      |                                                                                           |   |
|          | Item 5.                   | Other Information                                                                              |   |
|          |                      |                                                                                           |   |
|          | Item 6.                   | Exhibits and Reports on Form 8-K                                                               |   |
|          |                      |                                                                                           |   |
|          | Signatures                |                                                                                           |   |

 

2

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**CANTERBURY PARKHOLDING CORPORATION AND SUBSIDIARIES**

 

**CONSOLIDATED BALANCE SHEETS**

**SEPTEMBER 30, 2003 AND DECEMBER 31,2002**

 
|                                                                                                                               |   | **September 30,  2003** |       | **December 31,  2002** |   |
|------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|------------|-----------------------------|--------|
| **ASSETS**                                                                                                                         |   |                         |       |                        |   |
|                                                                                                                               |   |                         |       |                        |   |
| CURRENT ASSETS                                                                                                                     |   |                         |       |                        |   |
| Cash                                                                                                                               |   | $                            | 3,925,836  |                        | $      | 1,654,038 |   |
| Restricted cash                                                                                                                    |   | 1,269,491                    |       | 1,754,831                   |   |
| Accounts receivable                                                                                                                |   | 501,937                      |       | 305,581                     |   |
| Receivable from MHBPA                                                                                                              |   | 134,440                      |       | —                      |   |
| Inventory                                                                                                                          |   | 142,709                      |       | 125,585                     |   |
| Deposits                                                                                                                           |   | 20,000                       |       | 20,000                      |   |
| Prepaid expenses                                                                                                                   |   | 1,091,986                    |       | 302,192                     |   |
| Income taxes receivable                                                                                                            |   | —                       |       | 316,671                     |   |
| Total current assets                                                                                                               |   | 7,086,399                    |       | 4,478,898                   |   |
|                                                                                                                               |   |                         |       |                        |   |
| PROPERTY AND EQUIPMENT, net of accumulated  depreciation of $8,484,840 and $7,573,572, respectively                                |   | 14,877,807                   |       | 14,551,014                  |   |
|                                                                                                                               |   |                         |       |                        |   |
|                                                                                                                               |   | $                            | 21,964,206 |                        | $      | 19,029,912 |   |
|                                                                                                                               |   |                         |       |                        |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                      |   |                         |       |                        |   |
|                                                                                                                               |   |                         |       |                        |   |
| CURRENT LIABILITIES                                                                                                                |   |                         |       |                        |   |
| Accounts payable                                                                                                                   |   | $                            | 1,926,513  |                        | $      | 1,535,824 |   |
| Card club accruals                                                                                                                 |   | 1,552,134                    |       | 1,492,663                   |   |
| Accrued wages and payroll taxes                                                                                                    |   | 1,619,401                    |       | 984,374                     |   |
| Accrued interest                                                                                                                   |   | 1,121                        |       | —                      |   |
| Advance from MHBPA                                                                                                                 |   | —                       |       | 179,346                     |   |
| Accrued property taxes                                                                                                             |   | 281,607                      |       | 228,890                     |   |
| Income taxes payable                                                                                                               |   | 215,699                      |       | —                      |   |
| Payable to horsepersons                                                                                                            |   | 253,871                      |       | 355,576                     |   |
| Deferred tax liability                                                                                                             |   | 390,000                      |       | 346,000                     |   |
| Total current liabilities                                                                                                          |   | $                            | 6,240,346  |                        | $      | 5,122,673 |   |
|                                                                                                                               |   |                         |       |                        |   |
| COMMITMENTS AND CONTINGENCIES (Note 4)                                                                                             |   |                         |       |                        |   |
|                                                                                                                               |   |                         |       |                        |   |
| STOCKHOLDERS’ EQUITY                                                                                                          |   |                         |       |                        |   |
| Common stock, $.01 par value, 10,000,000  shares authorized, 3,681,473 and 3,638,473, respectively, shares issued and  outstanding |   | 36,815                       |       | 36,385                      |   |
| Additional paid-in capital                                                                                                         |   | 11,270,686                   |       | 10,910,985                  |   |
| Accumulated earnings                                                                                                               |   | 4,416,359                    |       | 2,959,869                   |   |
| Total stockholders’ equity                                                                                                    |   | 15,723,860                   |       | 13,907,239                  |   |
|                                                                                                                               |   | $                            | 21,964,206 |                        | $      | 19,029,912 |   |

 

See notes to consolidated financial statements.

 

3

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**CANTERBURY PARKHOLDING CORPORATION AND SUBSIDIARIES**

 

# **CONSOLIDATED STATEMENTS OF OPERATIONS**

# **PERIODS ENDEDSEPTEMBER 30, 2003 AND 2002**

 
|                                           |   | **Three  Months Ended September 30** |      | **Nine  Months Ended September 30** |   |
|------------------------------------------------|--------|-------------------------------------------|-----------|------------------------------------------|--------|
|                                           |   | **2003**                                  |      | **2002**                                 |   | **2003** |   | **2002** |   |
| OPERATING REVENUES:                            |   |                                      |      |                                     |   |   |   |   |   |
| Pari-mutuel                                    |   | $                                         | 5,884,669 |                                     | $      | 5,292,248 |   | 14,137,965 |   | $ | 13,697,766 |   |
| Card Club                                      |   | 6,199,672                                 |      | 4,548,625                                |   | 16,848,722 |   | 13,642,701 |   |
| Concessions                                    |   | 1,889,596                                 |      | 1,567,745                                |   | 4,076,495 |   | 3,709,413 |   |
| Admissions and parking                         |   | 277,965                                   |      | 239,516                                  |   | 520,771 |   | 503,431 |   |
| Programs and racing forms                      |   | 201,796                                   |      | 198,735                                  |   | 533,801 |   | 540,234 |   |
| Other operating revenue                        |   | 527,852                                   |      | 263,679                                  |   | 1,221,429 |   | 894,976 |   |
|                                           |   | 14,981,550                                |      | 12,110,549                               |   | 37,339,183 |   | 32,988,522 |   |
|                                           |   |                                      |      |                                     |   |   |   |   |   |
| OPERATING EXPENSES:                            |   |                                      |      |                                     |   |   |   |   |   |
| Pari-mutuel expenses                           |   |                                      |      |                                     |   |   |   |   |   |
| Statutory purses                               |   | 3,083,140                                 |      | 2,592,268                                |   | 6,274,264 |   | 5,569,180 |   |
| Host track fees                                |   | 524,029                                   |      | 498,781                                  |   | 1,688,004 |   | 1,693,227 |   |
| Pari-mutuel taxes                              |   | 85,875                                    |      | 71,731                                   |   | 196,780 |   | 207,894 |   |
| Minnesota breeders’ fund                  |   | 364,125                                   |      | 315,906                                  |   | 931,655 |   | 871,570 |   |
| Salaries and benefits                          |   | 5,177,683                                 |      | 4,505,119                                |   | 13,442,933 |   | 12,154,405 |   |
| Cost of sales                                  |   | 933,221                                   |      | 914,999                                  |   | 2,232,303 |   | 2,197,128 |   |
| Depreciation and amortization                  |   | 333,428                                   |      | 290,230                                  |   | 912,768 |   | 856,618 |   |
| Utilities                                      |   | 373,356                                   |      | 331,140                                  |   | 919,139 |   | 754,891 |   |
| Repairs, maintenance and supplies              |   | 387,560                                   |      | 328,646                                  |   | 1,053,252 |   | 1,044,677 |   |
| License fees and property taxes                |   | 161,191                                   |      | 67,765                                   |   | 293,278 |   | 198,380 |   |
| Advertising and marketing                      |   | 813,365                                   |      | 640,644                                  |   | 1,970,033 |   | 1,642,073 |   |
| Insurance                                      |   | 264,602                                   |      | 197,981                                  |   | 669,323 |   | 446,816 |   |
| Other operating expenses                       |   | 1,215,335                                 |      | 982,129                                  |   | 3,010,209 |   | 2,371,142 |   |
|                                           |   | 13,716,910                                |      | 11,737,339                               |   | 33,593,941 |   | 30,008,001 |   |
| NONOPERATING (EXPENSES) REVENUES:              |   |                                      |      |                                     |   |   |   |   |   |
| Interest expense                               |   | (528                                      | )         | (950                                     | )      | (5,113 | ) | (6,775 | ) |
| Other, net                                     |   | 12,997                                    |      | 14,739                                   |   | 33,355 |   | 26,186 |   |
|                                           |   | 12,469                                    |      | 13,789                                   |   | 28,242 |   | 19,411 |   |
|                                           |   |                                      |      |                                     |   |   |   |   |   |
| INCOME BEFORE INCOME TAX EXPENSE               |   | 1,277,109                                 |      | 386,999                                  |   | 3,773,484 |   | 2,999,932 |   |
| INCOME TAX EXPENSE (Note 1)                    |   | (701,562                                  | )         | (152,320                                 | )      | (1,765,298 | ) | (1,221,210 | ) |
|                                           |   |                                      |      |                                     |   |   |   |   |   |
| NET INCOME                                     |   | $                                         | 575,547   |                                     | $      | 234,679 |   | $ | 2,008,186 |   | $ | 1,778,722 |   |
|                                           |   |                                      |      |                                     |   |   |   |   |   |
| BASIC NET INCOME PER   COMMON SHARE (Note 1)   |   | $                                         | .16       |                                     | $      | .07 |   | $ | .55 |   | $ | .50 |   |
|                                           |   |                                      |      |                                     |   |   |   |   |   |
| DILUTED NET INCOME PER   COMMON SHARE (Note 1) |   | $                                         | .14       |                                     | $      | .06 |   | $ | .50 |   | $ | .46 |   |

 

See notes to consolidatedfinancial statements.

 

4

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**CANTERBURY PARKHOLDING CORPORATION AND SUBSIDIARIES**

 

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**PERIODS ENDED SEPTEMBER 30, 2003 AND2002**

 
|                                                                     |   | **Nine  Months  Ended  September 30,  2003** |      | **Nine  Months  Ended  September 30,  2002** |   |
|--------------------------------------------------------------------------|--------|---------------------------------------------------|-----------|---------------------------------------------------|--------|
|                                                                     |   |                                              |      |                                              |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                    |   |                                              |      |                                              |   |
| Net Income                                                               |   | $                                                 | 2,008,186 |                                              | $      | 1,778,722 |   |
| Adjustments to reconcile net income to net  cash provided by operations: |   |                                              |      |                                              |   |
| Depreciation and amortization                                            |   | 912,768                                           |      | 856,618                                           |   |
| Gain on disposal of real estate                                          |   | —                                            |      | (258,074                                          | )      |
| Decrease in restricted cash                                              |   | 485,340                                           |      | 250,268                                           |   |
| (Increase) decrease in accounts receivable                               |   | (196,356                                          | )         | 46,469                                            |   |
| Increase in other current assets                                         |   | (806,918                                          | )         | (182,728                                          | )      |
| Increase in accounts payable and accrued  expenses                       |   | 983,482                                           |      | 744,821                                           |   |
| Deferred income taxes                                                    |   | 205,947                                           |      | 100,800                                           |   |
| Increase (decrease) in income taxes payable                              |   | 532,370                                           |      | (240,616                                          | )      |
| Increase (decrease) in accrued interest                                  |   | 1,121                                             |      | (14,083                                           | )      |
| Increase in accrued property taxes                                       |   | 52,717                                            |      | 46,350                                            |   |
| Net cash provided by operations                                          |   | 4,178,657                                         |      | 3,128,547                                         |   |
|                                                                     |   |                                              |      |                                              |   |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                    |   |                                              |      |                                              |   |
| Real estate property addition                                            |   | —                                            |      | (1,022,733                                        | )      |
| Property and equipment additions                                         |   | (1,239,561                                        | )         | (1,367,811                                        | )      |
| Proceeds on disposal of real estate                                      |   | —                                            |      | 422,663                                           |   |
| Net cash used in investing activities                                    |   | (1,239,561                                        | )         | (1,967,881                                        | )      |
|                                                                     |   |                                              |      |                                              |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                    |   |                                              |      |                                              |   |
| Proceeds from issuance of common stock                                   |   | 198,184                                           |      | 304,088                                           |   |
| Payment on advance from MHBPA, net                                       |   | (313,786                                          | )         | (699,706                                          | )      |
| Cash dividend to shareholders                                            |   | (551,696                                          | )         | (896,394                                          | )      |
| Net cash used in financing activities                                    |   | (667,298                                          | )         | (1,292,012                                        | )      |
|                                                                     |   |                                              |      |                                              |   |
| NET INCREASE (DECREASE) IN CASH                                          |   | 2,271,798                                         |      | (131,346                                          | )      |
|                                                                     |   |                                              |      |                                              |   |
| UNRESTRICTED CASH AT BEGINNING OF PERIOD                                 |   | 1,654,038                                         |      | 1,644,353                                         |   |
|                                                                     |   |                                              |      |                                              |   |
| UNRESTRICTED CASH AT END OF PERIOD                                       |   | $                                                 | 3,925,836 |                                              | $      | 1,513,007 |   |
|                                                                     |   |                                              |      |                                              |   |
| INTEREST PAID                                                            |   | $                                                 | 0         |                                              | $      | 19,849 |   |
|                                                                     |   |                                              |      |                                              |   |
| INCOME TAXES PAID                                                        |   | $                                                 | 1,040,000 |                                              | $      | 1,365,000 |   |

 

See notes to consolidatedfinancial statements.

 

5

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**CANTERBURY PARKHOLDING CORPORATION AND SUBSIDIARIES**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**PERIODS ENDED SEPTEMBER 30, 2003 AND2002**

 

1.     SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES

 

The summary ofsignificant accounting policies is included in the notes to consolidatedfinancial statements in the 2002 Annual Report on form 10-K.

* *

*Restricted Cash –*Restricted cash represents refundabledeposits and amounts due to horsemen for purses, stakes and awards, and amountsaccumulated in the Players Pool to be used to repay players in the form ofpromotions, giveaways, prizes or by other means.

 

*Income Taxes*-Income tax expense is computed by applying the estimated annual effective taxrate to the year-to-date income.

 

*Reclassifications*–Certain prior period numbers have been restated to be consistent with currentperiod presentation.  Thesereclassifications had no effect on net earnings or stockholder’s equity.

 

*Unaudited FinancialStatements* - The consolidated balance sheet as ofSeptember 30, 2003, the consolidated statements of operations for thethree and nine months ended September 30, 2003 and 2002, the consolidatedstatements of cash flows for the nine months ended September 30, 2003 and2002, and the related information contained in these notes have been preparedby management without audit.  In theopinion of management, all accruals (consisting only of normal recurringaccruals) which are necessary for a fair presentation of financial position andresults of operations for such periods have been made.  Results for an interim period should not beconsidered as indicative of results for a full year.

 

*Net Income Per Share*– Basic net income per common share is based on theweighted average number of common shares outstanding during each year.  The weighted average number of common sharesoutstanding for the three and nine-month periods ended September 30, 2003were 3,679,462 and 3,662,977, respectively. The weighted average number of common shares outstanding for the threeand nine-month periods ended September 30, 2002 were 3,589,537 and3,566,294, respectively.  Diluted netincome per common share takes into effect the dilutive effect of potentialcommon shares outstanding.  TheCompany’s only potential common shares outstanding are stock options.  After considering the dilutive effect ofstock options outstanding, the weighted average shares used to calculatediluted earnings per share for the three and nine-month periods endedSeptember 30, 2003 were 4,053,772 and 4,019,636, respectively.  The weighted average shares used tocalculate diluted earnings per share for the three and nine-month periods endedSeptember 30, 2002 were 3,884,790 and 3,842,936, respectively.

 

2.     BORROWINGSUNDER CREDIT AGREEMENT

 

Borrowingsunder the Company’s credit agreement with Bremer Bank include a commercialrevolving credit line, which provides for maximum advances of $2,250,000 withinterest at the prime rate until April 20, 2005.  The Company had no borrowings under this credit line atSeptember 30, 2003.  The creditagreement contains certain covenants requiring the Company to maintain certainfinancial ratios.  The Company was incompliance with these requirements as of September 30, 2003.  Management believes that funds availableunder this line of credit, along with funds generated from card club andsimulcast operations, will be sufficient to satisfy its liquidity and capitalresource requirements during 2003.

 

6

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3.     OPERATINGSEGMENTS

 

During thefirst nine months of 2003 and 2002, the Company had three reportable operatingsegments:  horse racing, card club andconcessions.  The card club segmentincludes operations of the Canterbury Card Club.  The horseracing segment includes simulcast and live horse racingoperations, and the concessions segment provides concessions during simulcastand live racing, in the card club, and during special events.  The Company’s reportable operating segmentsare strategic business units that offer different products and services.  They are managed separately because thesegments differ in the nature of the products and services provided as well asprocesses to produce those products and services.  The horse racing and card club segments are regulated by theState of Minnesota Racing Commission.

 

The accountingpolicies of the operating segments are the same as those described in thesummary of significant accounting policies included in the 2002 Annual Reporton form 10-K.  Prior years are restatedto be consistent with the revised current year allocation method. In addition,the 2002 horse-racing segment reflects the $258,074 gain on sale of five acresof real estate.

 

Depreciation,interest expense and income taxes are allocated to the segments but noallocation is made to concessions for shared facilities.  However, the concessions segment paysapproximately 25% of gross revenues earned on live racing and special eventdays to the horse racing segment for use of the facilities.

 

The followingtables provide information about the Company’s operating segments (in 000’s):

 
|                               |   | **Nine  Months Ended September 30, 2003** |   |
|------------------------------------|--------|------------------------------------------------|--------|
|                               |   | **Horse  Racing**                              |   | **Card Club** |   | **Concessions** |   | **Total** |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Revenues from external customers   |   | $                                              | 16,411 |   | $ | 16,849 |   | $ | 4,080 |   | $ | 37,339 |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Intersegment revenues              |   | 334                                            |   | — |   | 1,143 |   | 1,477 |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Net interest expense               |   | (28                                            | )      | — |   | — |   | (28 | ) |
|                               |   |                                           |   |   |   |   |   |   |   |
| Depreciation and amortization      |   | 547                                            |   | 366 |   | — |   | 913 |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Segment income before income taxes |   | $                                              | 383    |   | $ | 3,415 |   | $ | 864 |   | $ | 4,662 |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Segment Assets                     |   | $                                              | 18,219 |   | $ | 3,671 |   | $ | 1,864 |   | $ | 23,754 |   |

 
|                               |   | **Nine  Months Ended September 30, 2002** |   |
|------------------------------------|--------|------------------------------------------------|--------|
|                               |   | **Horse  Racing**                              |   | **Card Club** |   | **Concessions** |   | **Total** |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Revenues from external customers   |   | $                                              | 15,635 |   | $ | 13,643 |   | $ | 3,711 |   | $ | 32,989 |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Intersegment revenues              |   | 373                                            |   | — |   | 905 |   | 1,278 |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Net interest expense               |   | (19                                            | )      | — |   | — |   | (19 | ) |
|                               |   |                                           |   |   |   |   |   |   |   |
| Depreciation and amortization      |   | 419                                            |   | 437 |   | — |   | 856 |   |
|                               |   |                                           |   |   |   |   |   |   |   |
| Segment income before income taxes |   | $                                              | 942    |   | $ | 2,058 |   | $ | 579 |   | $ | 3,579 |   |

 
|           |   | **Twelve Months Ended December 31, 2002** |   |
|----------------|--------|------------------------------------------------|--------|
|           |   |                                           |   |   |   |   |   |   |   |
| Segment Assets |   | $                                              | 14,883 |   | $ | 4,003 |   | $ | 1,116 |   | $ | 20,002 |   |
|                |        |                                                |        |  |  |  |  |  |  |  |  |  |  |

 

7

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The followingare reconciliations of reportable segment revenue, income before income taxes,and assets, to the Company’s consolidated totals (in 000’s):

 
|                                                    |   | **Nine  Months  Ended  September30  2003** |   | **Nine  Months  Ended  September 30  2002** |   |
|---------------------------------------------------------|--------|--------------------------------------------|--------|--------------------------------------------------|--------|
| Revenues                                                |   |                                       |   |                                             |   |
| Total revenue for reportable segments                   |   | $                                          | 38,816 |                                             | $      | 34,267 |   |
| Elimination of intersegment revenues                    |   | (1,477                                     | )      | (1,278                                           | )      |
| Total consolidated revenues                             |   | $                                          | 37,339 |                                             | $      | 32,989 |   |
|                                                    |   |                                       |   |                                             |   |
| Income before income taxes                              |   |                                       |   |                                             |   |
| Total segment income before income taxes                |   | $                                          | 4,662  |                                             | $      | 3,579 |   |
| Elimination of intersegment income before  income taxes |   | (889                                       | )      | (579                                             | )      |
| Total consolidated income before income  taxes          |   | $                                          | 3,773  |                                             | $      | 3,000 |   |

 
|                                    |   | **September 30   2003** |   | **December 31  2002** |   |
|-----------------------------------------|--------|------------------------------|--------|----------------------------|--------|
| Assets                                  |   |                         |   |                       |   |
| Total assets for reportable segments    |   | $                            | 23,754 |                       | $      | 20,002 |   |
| Elimination of intercompany receivables |   | (1,790                       | )      | (972                       | )      |
| Total consolidated assets               |   | $                            | 21,964 |                       | $      | 19,030 |   |

 

4.     CONTINGENCIES

 

In accordancewith an Earn Out Note, given to the prior owner of the racetrack as part of theconsideration 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 inconnection with its operations, the Company will be required to pay to the IMRFund, L.P. the greater of $700,000 per operating year, as defined, or 20% ofthe net pretax profit, as defined, for each of five operating years.  At the date (if any) that these twoconditions are met, the five minimum payments will be discounted back to theirpresent value and the sum of those discounted payments will be recorded as anincrease to the purchase price.  Thepurchase price will be further increased if payments become due under the 20%of Net Pre-Tax Profit calculation.  Thefirst payment is to be made 90 days after the end of the third operating yearin which off-track betting is conducted by the Company.  Remaining payments would be made within 90days of the end of each of the next four operating years.

 

The Company isperiodically involved in various legal actions arising in the normal course ofbusiness.  At September 30, 2003,management believes that the resolution of any legal actions outstanding willnot have a material impact on the consolidated financial statements.

 

The MinnesotaDepartment of Labor and Industry (DOL&I) is conducting an audit for theperiod April 10, 1999 through April 10, 2001 regarding compliancewith the tip law sections of the Minnesota Fair Labor Standards Act.  At September 30, 2003, the Company hasreceived no communications from the DOL&I regarding the disposition oftheir audit.  Management believes thatthe Company’s practices regarding tips are consistent with the requirements ofMinnesota law.

 

8

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5.     STOCK BASED EMPLOYEE COMPENSATION

 

AtSeptember 30, 2003, the Company has a stock option plan which provides forthe granting of awards in the form of stock options, restricted stock, stockappreciation rights, and deferred stock to key employees and non-employees,including directors of and consultants to the Company and any subsidiary, topurchase up to a maximum of 1,150,000 shares of common stock.  The Company accounts for that plan under therecognition and measurement principles of APB Opinion No. 25, *Accounting for Stock Issued to Employees,*and related interpretations.  Nostock-based employee compensation cost is reflected in net income, as alloptions granted under the plan had an exercise price equal to the market valueof the underlying common stock on the date of grant.  The following table illustrates the effect on net income andearnings per share if the Company had applied the fair value recognitionprovisions of FASB Statement No. 123, *Accountingfor Stock-Based Compensation,*to stock-based employee compensation.

 
|                                                                                                                                                |   | **Three Months Ended  September 30,** |    | **Nine Months Ended  September 30,** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|---------|-------------------------------------------|--------|
|                                                                                                                                                |   | **2003**                                   |    | **2002**                                  |   | **2003** |   | **2002** |   |
| Net Income:                                                                                                                                         |   |                                       |    |                                      |   |   |   |   |   |
| As reported                                                                                                                                         |   | $                                          | 575,547 |                                      | $      | 234,679 |   | $ | 2,008,186 |   | $ | 1,778,722 |   |
| Deduct:  Total stock-based employee compensation  expense determined under fair value based method for all awards, net of  related tax effects |   | (47,445                                    | )       | (25,123                                   | )      | (188,107 | ) | (129,867 | ) |
|                                                                                                                                                |   |                                       |    |                                      |   |   |   |   |   |
| Pro forma net income                                                                                                                                |   | $                                          | 528,102 |                                      | $      | 209,556 |   | $ | 1,820,079 |   | $ | 1,648,855 |   |
|                                                                                                                                                |   |                                       |    |                                      |   |   |   |   |   |
| Earnings Per Share:                                                                                                                                 |   |                                       |    |                                      |   |   |   |   |   |
| Basic - as reported                                                                                                                                 |   | $                                          | .16     |                                      | $      | .07 |   | $ | .55 |   | $ | .50 |   |
|                                                                                                                                                |   |                                       |    |                                      |   |   |   |   |   |
| Basic – pro forma                                                                                                                              |   | $                                          | .14     |                                      | $      | .06 |   | $ | .50 |   | $ | .46 |   |
|                                                                                                                                                |   |                                       |    |                                      |   |   |   |   |   |
| Diluted - as reported                                                                                                                               |   | $                                          | .14     |                                      | $      | .06 |   | $ | .50 |   | $ | .46 |   |
|                                                                                                                                                |   |                                       |    |                                      |   |   |   |   |   |
| Diluted - pro forma                                                                                                                                 |   | $                                          | .13     |                                      | $      | .05 |   | $ | .45 |   | $ | .43 |   |

 

6.     CURRENTACCOUNTING PRONOUNCEMENTS

 

InDecember 2002, the FASB issued SFAS No. 148, *Accounting for Stock-Based Compensation – Transition and Disclosure*,which amends SFAS No. 123, Accounting for Stock-Based Compensation.  SFAS No. 148 provides alternative methods oftransition for a voluntary change to the fair value based method of accountingfor stock-based employee compensation. In addition, SFAS No. 148 amends thedisclosure requirement of SFAS No. 123 to require more prominent and morefrequent disclosures in financial statements of the effects of stock-basedcompensation. The transition guidance and annual and interim disclosureprovisions of SFAS No. 148 became effective for the Company on January 1,2003. The Company has elected to continue to apply Accounting Principles Board(APB) Opinion No. 25 and related interpretations in accounting for stock optionplans, as permitted under SFAS No. 123 and SFAS No. 148. Accordingly, nocompensation cost has been recognized for its stock option plan upon adoptionof SFAS No. 148.

 

9

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**ITEM 2:**                                 MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

**General**

 

CanterburyPark Holding Corporation (the “Company”) owns and operates the Canterbury ParkRacetrack and Card Club in Shakopee, Minnesota.  The primary businesses of the Company are simulcast and livepari-mutuel horse racing, hosting unbanked card games, and food and beverageoperations.

 

The Racetrackis the only pari-mutuel horse racing facility in the State of Minnesota.  The Racetrack earns revenues frompari-mutuel take-out on races simulcast year-round to Canterbury Park fromracetracks throughout the country and from live race meets featuringthoroughbred and quarter horse racing. Live race meets commence in the month of May and conclude inSeptember.  During live race meets, theCompany televises its races to out-of-state racetracks around the country, andearns additional pari-mutuel revenue on wagers placed at the out-of-stateracetracks.

 

The CanterburyCard Club (the “Card Club”) is the only facility in the State of Minnesotagiven the legislative authority to host unbanked card games in which playerscompete against each other and not against the house.  The Company receives a percentage of the wagers from the playersas compensation for providing the Card Club facility and services.  The Card Club is a separate area ofapproximately 16,000 square feet, constructed within the Racetrack grandstandfacility, in which the Company operates 50 tables, the maximum allowed byMinnesota law.  The Card Club is opentwenty-four hours a day, seven days a week. TheMinnesota Racing Commission is authorized by Minnesota law to regulate CardClub operations.  The law requires thatup to 14% of the gross revenue generated by the Card Club be paid to theRacetrack’s purse fund and the State of Minnesota Breeders’ Fund.

 

InDecember 2002, the Company acquired a recreational vehicle (RV) park,located on approximately 29 acres, adjacent to the Minnesota River,approximately two miles from the Racetrack. The RV Park has 108 sites, 68 with complete water, sewer and electrichook-ups and 40 sites with water and electric only, an indoor swimming pool,laundry facilities, game room and mini store. The sites are rented to horsemen participating in Canterbury’s racingoperations, seasonal employees, and the general public.

 

The Companyalso generates revenues from concessions, admissions, parking, publicationsales, facilities rental for special events, vehicle storage, advertising andother sources.

 

**Results of Operations for the****Three and****Nine****Months Ended September 30, 2003 andSeptember 30, 2002**

 

Totaloperating revenues increased approximately $4.3 million or 13.2% during thenine months ended September 30, 2003 compared to the nine months endedSeptember 30, 2002, and increased approximately $2.8 million or 23.7% forthe three months ended September 30, 2003 compared to the three monthsended September 30, 2002.

 

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Pari-mutuel revenuesincreased $439,000 or 3.2% in the nine month period ended September 30,2003 compared to the same period in 2002. Total handle for the nine monthsended September 30, 2003 increased $3.4 million or 4.6% compared to totalhandle during the nine-month period in 2002. Total handle wagered on simulcastraces year-to-date in 2003 is down $833,000 or 1.7% compared to year-to-dateSeptember 30, 2002 primarily due to the cancellation of nearly 100 racingprograms in the first quarter because of severe winter weather at otherracetracks.  However, on-track livehandle increased by $2.4 million or 16.1% compared to the same period in 2002primarily due to two additional live racing days, favorable summer weather andincreased popularity of our promotions. Finally, out-of-state live handle increased $1.8 million or 16.3%compared to the same period last year due to the return of the nationallyrecognized Claiming Crown racing event to the Racetrack in July, 2003.  See the “Summary of Operating Data” below.

** **
| **Summary of Operating Data:**    |   | **Nine  Months  Ended  September 30,  2003** |       | **Nine  Months  Ended  September 30,  2002** |       |
|-----------------------------------|--------|---------------------------------------------------|------------|---------------------------------------------------|------------|
|                              |   |                                              | ** ** |                                              | ** ** |
| **Racing Days**                   |   |                                              | ** ** |                                              | ** ** |
| Simulcast only days               |   | 208                                               |       | 212                                               | ** ** |
| Live and simulcast days           |   | 63                                                |       | 61                                                | ** ** |
| Live Harness days                 |   | 2                                                 |       | 0                                                 | ** ** |
| Total Racing Days                 |   | 273                                               |       | 273                                               | ** ** |
|                              |   |                                              | ** ** |                                              | ** ** |
| **On-Track Handle**               |   |                                              | ** ** |                                              | ** ** |
| Simulcast only days               |   | $                                                 | 31,401,000 |                                              | $          | 33,316,000 |   |
| Live and simulcast days           |   |                                              | ** ** |                                              |       |
| Live racing                       |   | 17,709,000                                        |       | 15,256,000                                        |       |
| Simulcast racing                  |   | 16,479,000                                        |       | 15,397,000                                        |       |
| **Out-of-state Live Handle**      |   | 13,090,000                                        |       | 11,256,000                                        |       |
| Total Handle                      |   | $                                                 | 78,679,000 |                                              | $          | 75,225,000 |   |
|                              |   |                                              | ** ** |                                              |       |
| **On-Track Average Daily Handle** |   |                                              | ** ** |                                              |       |
| Simulcast only days               |   | $                                                 | 150,966    |                                              | $          | 157,150 |   |
| Live and simulcast days           |   | $                                                 | 727,354    |                                              | $          | 502,508 |   |

 

Card Clubrevenues were $16.8 and $6.2 million for the nine-month and three-month periodsended September 30, 2003, representing increases of 23% and 36%,respectively, compared to the same periods in 2002.  Management believes the increase is due to the increased popularityof the Casino games room and increased traffic in the Poker room partially dueto the growing interest generated by the World Poker Tour shown on the TravelChannel.  Card Club revenues represented45% and 41% of total revenues for the nine-month and three-month periods endedSeptember 30, 2003, respectively.

 

In June 2003 the Shakopee Valley News reported that Mystic LakeCasino Hotel, Prior Lake, MN would expand it’s gaming options beginning inAugust 2003, to offer some of the same “unbanked” card games that arecurrently offered at Canterbury Park’s Card Club.  The reported card game expansion at Mystic Lake has yet to beginoperations, however these new games at Mystic Lake would directly compete withthe card games that have been operating at Canterbury Park since the opening ofthe Card Club in April 2000.  TheCompany is unable to

 

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predictwhether the addition of these unbanked card games to Mystic Lake’s existinggaming will occur and, if the games are added, whether this additional competitionwill have a material adverse affect on Card Club operations.

 

Concessionsales for the nine-month and three-month periods ended September 30, 2003increased 10% and 20%, respectively, compared to the same periods in 2002.  The increase is primarily due to theincreased traffic in the Card Club and increased live racing attendance in2003.

 

Otheroperating revenues for the nine-month and three-month periods endedSeptember 30, 2003 increased $324,000 and $265,000, respectively, comparedto the same periods in 2002.  Theincrease reflects increases in corporate sponsorships and fees for both thenine-month and three-month periods.

 

Operatingexpenses (excluding pari-mutuel expenses) increased 13% during the nine monthperiod ended September 30, 2003 compared to the nine month period endedSeptember 30, 2002, and 17% during the three months endedSeptember 30, 2003 compared to the three month period endedSeptember 30, 2002.  Salaries andbenefits increased approximately $1.3 million, or 11%, in the nine-month periodand $673,000, or 15%, in the three-month period compared to the same periodslast year primarily associated with the increased level of operations.  Other operating expenses increasedapproximately $639,000 or 27% in the nine-month period and $233,000, or 24%, inthe three-month period compared to 2002 primarily due to professional feesrelated to the Company’s legislative efforts to secure additional gamingauthority.  Advertising and marketingincreased approximately $328,000 or 20% in the nine month period and $173,000or 27% in the three-month period compared to the same periods last year dueprimarily to increased participation in the patron loyalty program.  Utilities expense increased approximately $164,000or 22% and approximately $42,000 or 13% for the same periods in 2002 due torate increases experienced during the past twelve months.

 

Pari-mutuelexpenses have increased 9% and 17%, respectively, during the nine and threemonth periods of 2003 compared to 2002, due primarily to increased payments tothe purse fund from Card Club revenues. Since January 1, 2002, pursuant to Minnesota law and agreement withthe Minnesota Horseman’s Benevolent and Protective Association (the “MHBPA”)the Company pays 14% of all Card Club gross revenues as purse monies. Theincrease in payments to the purse fund is directly related to the increasedvolume of Card Club revenues.

 

Income beforeincome taxes was $3,773,484 for the nine months ended September 30, 2003compared to $2,999,932 for the nine months ended September 30, 2002.  After income tax expense of $1,765,298 forthe nine months ended September 30, 2003, net income was $2,008,186 in2003 compared to $1,778,722 in 2002. Our effective income tax rate for the nine months endedSeptember 30, 2003 was 46.8% compared to 40.7% for the same period a yearago.  The difference in the effectiverate is due to the non-deductibility of certain lobbying expenses for incometax purposes.  Income before incometaxes for the quarter ended September 30, 2003 was $1,277,109 compared to$386,999 for the quarter ended September 30, 2002.  After income tax expense of $701,562 in thethird quarter of 2003, net income was $575,547 compared to $234,679 for thethird quarter of 2002.

 

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##### **Commitments andContingencies**

 

On July 11, 2003,the Company paid a special cash dividend of $.15 per share of common stockpayable to shareholders of record on June 27, 2003.  The Company has not adopted any policiesregarding dividend payments and there can be no assurance that any dividendwill be paid in the future. There have been no additional material changes inour outstanding commitments and contingencies since those reported atDecember 31, 2002.

 

**Liquidity and Capital Resources**

 

During theperiod January 1, 2003 through September 30, 2003, cash provided byoperating activities was $4,178,657, which resulted principally from net incomeof $2,008,186, an increase in accounts payable and accrued expenses of $983,482and depreciation and amortization of $912,768. These items were partiallyoffset by an increase in other current assets of $806,918.  The increase in accounts payable and accruedexpenses is due primarily to increases in amounts payable related to the liverace meet.

 

Net cash usedin investing activities for the first nine months of 2003 was approximately$1.2 million, primarily for building improvements.  During the nine-month period ended September 30, 2002, netcash used for investment purposes was approximately $2 million resultingprimarily from the purchase of 12 acres of land just south of the main parkinglot for approximately $1 million, and acquisitions of equipment for $1.4million, offset by the proceeds on the sale of 5 acres of real estate of$422,663.

 

During theperiod January 1, 2003 through September 30, 2003, cash used infinancing activities was $667,298, representing a special cash dividend toshareholders of $551,696, and net payments to the MHBPA of $313,786, which werepartially offset by $198,184 from the exercise of stock options.  During the period January 1, 2002through September 30, 2002, cash used in financing activities was$1,292,012 representing a special cash dividend to shareholders of $896,394,and net payments to the MHBPA of $699,706, which were partially offset by$304,088 from the exercise of stock options.

 

The Company isrequired by statute to segregate a portion of funds received from revenues inthe Card Club and wagering on simulcast and live horse races for future paymentas purses for live horse races at the Racetrack or other uses of Minnesota’sthoroughbred and quarter horse associations. Pursuant to an agreement with the MHBPA, during the nine months endedSeptember 30, 2003 and 2002, the Company transferred into a trust account forthese purposes or paid directly to the MHBPA approximately $5,920,000 and$5,710,000, respectively.  AtSeptember 30, 2003, the MHBPA owed the Company $134,440 which will beoffset against purse fees earned during the fourth quarter.

 

The Companyhas renewed a general credit agreement with Bremer Bank, which provides arevolving credit line of up to $2,250,000 with interest at the prime rate untilApril 20, 2005.  The Company had noborrowings under the line of credit at September 30, 2003 orDecember 31, 2002.  The creditagreement contains certain covenants requiring the Company to maintain certainfinancial ratios.  The Company was incompliance with these requirements at all times throughout the quarter endedSeptember 30, 2003.

 

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Unrestrictedcash balances at September 30, 2003 were $3,925,836 compared to $1,654,038at December 31, 2002. The Company believes that the funds available in itscash accounts, amounts available under the general credit and securityagreement, along with funds generated from operations, will be sufficient tosatisfy its liquidity and capital resource requirements during 2003 for regularoperations.

 

**CriticalAccounting Policies**

 

In preparingthe financial statements, we follow accounting principles generally accepted inthe United States of America, which in many cases require us to makeassumptions, estimates and judgments that affect the amounts reported.  Many of these policies are relativelystraightforward.  There are, however, afew policies that are critical because they are important in determining thefinancial condition and results of operations and they can be difficult toapply.  We believe that the mostcritical accounting policies applied in the preparation of our financialstatements relate to: a) accounting for contingencies, under which we accrue aloss when it is probable that a liability has been incurred and the amount canbe reasonably measured; and b) measuring long-term assets for impairment.  An impairment loss would be measured by theamount by which the carrying value of the asset exceeds the fair value of theasset.  To date, management hasdetermined that no impairment of these assets exists.

 

The difficultyin applying these policies arises from the assumptions, estimates and judgmentsthat have to be made currently about matters that are inherently uncertain,such as future economic conditions, operating results and valuations as well asmanagement intentions.  As thedifficulty increases, the level of precision decreases, meaning that actualresults can and probably will be different from those currently estimated.  We base our assumptions, estimates andjudgments on a combination of historical experience and other reasonablefactors.

 

**Legislation:**

 

OnFebruary 18, 2003, a bill was introduced in the Minnesota Legislature,which seeks authority for the Minnesota State Lottery to operate electronicgaming devices at the Racetrack.  Thisconcept often referred to as “Racinos”, as proposed for Canterbury Park wouldinclude approximately 2,000 gaming devices, a 250-room hotel, an Olympic scalehorse park and additional restaurant venues. The bill was approved by a 71 to 60 margin by the Minnesota House ofRepresentatives however, on May 29, 2003 the Minnesota Legislatureadjourned the first year of its regular session without taking further actionon the Racino legislation.  TheMinnesota Legislature will reconvene for the second year of its regular sessionin February 2004 and the Racino legislation will begin next session as anagenda item in the Minnesota Senate having already passed the Minnesota Houseof Representatives.  Based on thesuccess of several Racinos in other states, the Company feels that if this legislationbecomes law, it will enhance horse racing with increased purses, provide growthand development opportunities for the Company, and produce significant new taxrevenues for state and local governments. The effort to obtain legislative authority for these electronic gamingdevices has required and will continue to require substantial expenditures andthere can be no assurance that this bill or any similar bill will be enactedinto law.

 

**Factors Affecting Future Performance:**

 

From time to time, in reports filed with theSecurities and Exchange Commission, in press releases, and in othercommunications to shareholders or the investing public, the

 

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Company may makeforward-looking statements concerning possible or anticipated future financialperformance, business activities or plans which are typically preceded by thewords “believes,” “expects,” “anticipates,” “intends” or similarexpressions.  For such forward-lookingstatements, the Company claims the protection of the safe harbor for forward-lookingstatements contained in federal securities laws.  Shareholders and the investing public should understand that suchforward-looking statements are subject to risks and uncertainties which couldcause actual performance, activities or plans to differ significantly fromthose indicated in the forward-looking statements.  Such risks and uncertainties include, but are not limited to:fluctuations in attendance at the Racetrack, changes in the level of wageringby patrons, continued interest in the unbanked card games offered at the CardClub, legislative and regulatory changes, the impact of wagering products andtechnologies introduced by competitors; fluctuations in purse fund payments;upward pressure on salary and benefit expense; the general health of the gamingsector; higher than expected expense related to new marketing initiatives; andother factors discussed from time to time in the Company’s filings with theSecurities and Exchange Commission.

 

**ITEM 3:****         QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

We are exposed to market risk from changes in interestrates on borrowings under our commercial revolving credit line that bearsinterest at the prime rate.  AtSeptember 30, 2003 we have no debt borrowings under our credit facility.

 

We have no derivative financial instruments orderivative commodity instruments in our cash and cash equivalents andmarketable securities.  We invest cashand cash equivalents in investment grade, highly liquid investments, consistingof money market instruments, bank certificates of deposit, and short-termgovernment and corporate bonds.

 

**ITEM4:****         CONTROLS AND PROCEDURES**

 

(a)           Evaluationof Disclosure Controls and Procedures:

 

The Company’sChief Executive Officer, Randall D. Sampson, and Chief Financial Officer, DavidC. Hansen, have evaluated the Company’s disclosure controls and procedures asof the end of the period covered by this report.  Based upon that review, they have concluded that these controlsand procedures are effective in ensuring that material information related tothe Company is made known to them by others within the Company.

 

(b)           Changesin Internal Control Over Financial Reporting:

 

There havebeen no significant changes in internal control over financial reporting thatoccurred during the fiscal quarter covered by this report that have materiallyaffected, or are reasonably likely to materially affect, the registrant’sinternal control over financial reporting.

 

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**PART II**

**OTHER INFORMATION**

 

Item 1.            **Legal Proceedings**

 

Not Applicable

 

Item 2.            **Changes in Securities and use ofProceeds**

 

Not Applicable

 

Item 3.            **Defaults Upon Senior Securities**

 

Not Applicable

 

Item 4.            **Submission of Matters to a Vote ofSecurity Holders**

 

Not Applicable

 

Item 5.            **Other Information**

 

Not Applicable

 

Item 6.            **Exhibits and Reports on Form 8-K**

 
| (a)    | The  following exhibits are included herein:                                                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                             |
|   | 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). |
|   |                                                                                                                                                                                                             |   |
| (b)    | Reports on  Form 8-K                                                                                                                                                                                             |
|   |                                                                                                                                                                                                             |   |
|   | On November 14, 2003 the Company filed a current report on Form  8-K with the Securities and Exchange Commission, reporting under Item 12 the  results for the third quarter ended September 30, 2003. |

 

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**SIGNATURES**

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|                                | **Canterbury Park Holding Corporation**      |
|-------------------------------------|----------------------------------------------|
|                                |                                         |
| Dated:  November 14, 2003 |   /s/  Randall D. Sampson          |   |
|                                | Randall D.  Sampson,                         |
|                                | President,  and Chief Executive Officer      |
|                                |                                         |
| Dated:  November 14, 2003 |   /s/  David C. Hansen             |   |
|                                | David C.  Hansen,                            |
|                                | Vice  President, and Chief Financial Officer |

 

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