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Canterbury Park Holding Corp - Quarter Report: 2023 June (Form 10-Q)

cphc20230630_10q.htm
 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023.

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: 001-37858

 

 ​logo.jpg

 

CANTERBURY PARK HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

 

 Minnesota 47-5349765 
 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer 
 Organization) Identification No.) 

 

 1100 Canterbury Road  
 Shakopee, MN 55379 

(Address of principal executive offices and zip code) ​

Registrant’s telephone number, including area code: (952) 445-7223

 

Securities registered pursuant Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock Common stock, $.01 par value

CPHC

Nasdaq

 ​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ​

 Yes 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). ​

 Yes 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  
 Non-accelerated filer Smaller reporting companyEmerging 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 4,933,844 shares of common stock, $.01 par value, outstanding as of August 10, 2023.

 



 

 

 

 
 

Canterbury Park Holding Corporation

INDEX

 ​

     

Page

       

PART I.

FINANCIAL INFORMATION 

       

Item 1.

Financial Statements (unaudited) 

   

Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022

2

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022

3

 

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022

4

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022

5

 

Notes to Condensed Consolidated Financial Statements

7

 
 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18
       
 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

26
       
 

Item 4.

Controls and Procedures

26
       

PART II.

OTHER INFORMATION

       
 

Item 1.

Legal Proceedings

27
       
 

Item 1A.

Risk Factors

27
       
 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27
       
 

Item 3.

Defaults Upon Senior Securities

27
       
 

Item 4.

Mine Safety Disclosures

27
       
 

Item 5.

Other Information

27
       
 

Item 6.

Exhibits

28
       
 

Signatures

  28

 ​

1

 
 

PART 1 – FINANCIAL INFORMATION

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  

(Unaudited)

     
  

June 30,

  

December 31,

 
  

2023

  

2022

 

ASSETS

        
         

CURRENT ASSETS

        

Cash and cash equivalents

 $24,045,159  $12,989,087 

Restricted cash

  5,621,063   3,116,916 

Short-term investments

  5,000,000   5,000,000 

Accounts receivable, net of allowance of $19,250 for both periods

  1,769,149   618,365 

Employee retention credit receivable

     6,103,236 

Inventory

  405,531   262,073 

Prepaid expenses

  632,084   557,520 

Income taxes receivable and prepaid income taxes

  1,180,364   2,052,364 

Total current assets

  38,653,350   30,699,561 
         

LONG-TERM ASSETS

        

Deposits

     27,000 

Other prepaid expenses

  18,032   41,774 

TIF receivable

  13,630,867   13,294,337 

Related party receivable

  2,753,662   2,555,320 

Operating lease right-of-use asset

  67,838    

Equity investment

  6,814,214   6,863,517 

Land held for development

  1,229,475   2,303,010 

Land, buildings, and equipment, net

  38,997,855   36,491,660 

Total long-term assets

  63,511,943   61,576,618 

TOTAL ASSETS

 $102,165,293  $92,276,179 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        
         

CURRENT LIABILITIES

        

Accounts payable

 $3,385,859  $3,368,683 

Casino accruals

  2,241,023   2,684,444 

Accrued wages and payroll taxes

  1,590,853   1,814,879 

Cash dividend payable

  344,328   341,602 

Accrued property taxes

  374,909   795,646 

Deferred revenue

  975,852   413,442 

Payable to horsepersons

  3,904,314   993,529 

Current portion of operating lease obligations

  24,852    

Current portion of finance lease obligations

  4,929   18,973 

Total current liabilities

  12,846,919   10,431,198 
         

LONG-TERM LIABILITIES

        

Deferred income taxes

  8,201,015   7,474,015 

Investee losses in excess of equity investment

  1,900,288   3,185,923 

Operating lease obligations, net of current portion

  42,986    

Total long-term liabilities

  10,144,289   10,659,938 

TOTAL LIABILITIES

  22,991,208   21,091,136 
         

STOCKHOLDERS’ EQUITY

        

Common stock, $.01 par value, 10,000,000 shares authorized, 4,933,844 and 4,888,975 respectively, shares issued and outstanding

  49,338   48,890 

Additional paid-in capital

  26,538,005   25,914,644 

Retained earnings

  52,586,742   45,221,509 

Total stockholders’ equity

  79,174,085   71,185,043 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $102,165,293  $92,276,179 

 

See notes to condensed consolidated financial statements.

 

2

 
 

 

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 ​

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

OPERATING REVENUES:

                               

Casino

  $ 10,383,578     $ 9,994,433     $ 20,097,933     $ 20,354,860  

Pari-mutuel

    2,471,366       3,621,556       3,604,700       4,868,243  

Food and beverage

    2,027,652       2,148,673       3,497,483       3,237,395  

Other

    1,459,092       2,009,612       2,441,130       2,951,748  

Total Net Revenues

    16,341,688       17,774,274       29,641,246       31,412,246  
                                 

OPERATING EXPENSES:

                               

Purse expense

    2,105,265       2,513,655       3,440,238       3,951,296  

Minnesota Breeders’ Fund

    303,854       322,251       514,759       551,308  

Other pari-mutuel expenses

    291,698       323,482       481,307       528,180  

Salaries and benefits

    6,802,273       6,512,711       12,677,078       12,020,668  

Cost of food and beverage and other sales

    820,844       908,537       1,405,896       1,405,590  

Depreciation and amortization

    741,632       741,574       1,476,893       1,487,523  

Utilities

    409,871       412,690       798,720       771,074  

Advertising and marketing

    631,476       871,043       929,983       1,172,475  

Professional and contracted services

    1,568,821       1,269,398       2,573,046       2,209,877  

Other operating expenses

    1,603,499       1,208,262       2,727,048       2,197,348  

Total Operating Expenses

    15,279,233       15,083,603       27,024,968       26,295,339  

Gain on sale of land

    6,489,976       12,151       6,489,976       12,151  

INCOME FROM OPERATIONS

    7,552,431       2,702,822       9,106,254       5,129,058  

OTHER INCOME (LOSS)

                               

(Loss) gain from equity investment

    (622,180 )     (534,393 )     1,236,332       (773,915 )

Interest income, net

    497,274       205,300       896,449       398,140  

Net Other (Loss) Income

    (124,906 )     (329,093 )     2,132,781       (375,775 )

INCOME BEFORE INCOME TAXES

    7,427,525       2,373,729       11,239,035       4,753,283  

INCOME TAX EXPENSE

    (2,135,000 )     (618,660 )     (3,176,000 )     (1,224,301 )

NET INCOME

  $ 5,292,525     $ 1,755,069     $ 8,063,035     $ 3,528,982  
                                 

Basic earnings per share

  $ 1.08     $ 0.36     $ 1.64     $ 0.73  

Diluted earnings per share

  $ 1.07     $ 0.36     $ 1.64     $ 0.73  

Weighted average basic shares outstanding

    4,913,396       4,846,216       4,903,360       4,832,278  

Weighted average diluted shares

    4,930,713       4,874,339       4,929,531       4,863,731  

Cash dividends declared per share

  $ 0.07     $ 0.07     $ 0.14     $ 0.21  

 ​

See notes to condensed consolidated financial statements.

 

3

 
 

 

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

 

For the three months ended June 30, 2023

 

   

Number of

   

Common

   

Additional

   

Retained

         
   

Shares

   

Stock

   

Paid-in Capital

   

Earnings

   

Total

 

Balance at March 31, 2023

    4,910,408     $ 49,104     $ 26,084,008     $ 47,642,140     $ 73,775,252  
                                         

Stock-based compensation

                136,356             136,356  

Dividend declared

                      (347,923 )     (347,923 )

401(k) stock match

    9,995       100       228,186             228,286  

Issuance of deferred stock awards

    8,568       85       (5,129 )           (5,044 )

Shares issued under Employee Stock Purchase Plan

    4,873       49       94,584             94,633  

Net income

                      5,292,525       5,292,525  
                                         

Balance at June 30, 2023

    4,933,844     $ 49,338     $ 26,538,005     $ 52,586,742     $ 79,174,085  

 

For the six months ended June 30, 2023

 

   

Number of

   

Common

   

Additional

   

Retained

         
   

Shares

   

Stock

   

Paid-in Capital

   

Earnings

   

Total

 

Balance at December 31, 2022

    4,888,975     $ 48,890     $ 25,914,644     $ 45,221,509     $ 71,185,043  
                                         

Stock-based compensation

                265,833             265,833  

Dividend declared

                      (697,802 )     (697,802 )

401(K) stock match

    17,799       178       434,914             435,092  

Issuance of deferred stock awards

    22,197       221       (171,970 )           (171,749 )

Shares issued under Employee Stock Purchase Plan

    4,873       49       94,584             94,633  

Net income

                      8,063,035       8,063,035  
                                         

Balance at June 30, 2023

    4,933,844     $ 49,338     $ 26,538,005     $ 52,586,742     $ 79,174,085  

 

For the three months ended June 30, 2022

 

   

Number of

   

Common

   

Additional

   

Retained

         
   

Shares

   

Stock

   

Paid-in Capital

   

Earnings

   

Total

 

Balance at March 31, 2022

    4,839,297     $ 48,393     $ 24,944,077     $ 40,508,575     $ 65,501,045  
                                         

Stock-based compensation

                109,935             109,935  

Dividend declared

                      (343,415 )     (343,415 )

401(k) stock match

    6,142       62       148,268             148,330  

Issuance of deferred stock awards

    22,215       222       (971 )           (749 )

Shares issued under Employee Stock Purchase Plan

    4,939       49       72,505             72,554  

Net income

                      1,755,069       1,755,069  
                                         

Balance at June 30, 2022

    4,872,593     $ 48,726     $ 25,273,814     $ 41,920,229     $ 67,242,769  

 

For the six months ended June 30, 2022

 

   

Number of

   

Common

   

Additional

   

Retained

         
   

Shares

   

Stock

   

Paid-in Capital

   

Earnings

   

Total

 

Balance at December 31, 2021

    4,812,085     $ 48,121     $ 24,894,571     $ 39,410,534     $ 64,353,226  
                                         

Stock-based compensation

                214,862             214,862  

Dividend distribution

                      (1,019,287 )     (1,019,287 )

401(K) stock match

    13,753       138       304,902             305,040  

Issuance of deferred stock awards

    41,816       418       (213,026 )           (212,608 )

Shares issued under Employee Stock Purchase Plan

    4,939       49       72,505             72,554  

Net Income

                      3,528,982       3,528,982  
                                         

Balance at June 30, 2022

    4,872,593     $ 48,726     $ 25,273,814     $ 41,920,229     $ 67,242,769  

 

See notes to condensed consolidated financial statements.

 

4

 
 

 

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Six Months Ended June 30,

 
   

2023

   

2022

 

Operating Activities:

               

Net income

  $ 8,063,035     $ 3,528,982  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    1,476,893       1,487,523  

Stock-based compensation expense

    265,833       214,862  

Stock-based employee match contribution

    435,092       305,040  

Gain on sale of land

    (6,489,976 )     (12,151 )

Deferred income taxes

    727,000        

(Gain) loss from equity investment

    (1,236,332 )     773,915  

Changes in operating assets and liabilities:

               

Accounts receivable

    (1,150,784 )     (1,455,162 )

Employee retention credit

    6,103,236       211,232  

Increase in TIF receivable

    (336,530 )     (332,369 )

Inventory, prepaid expenses and deposits

    (167,281 )     (65,352 )

Income taxes receivable/payable and prepaid income taxes

    872,000       (3,217,596 )

Operating lease right-of-use asset

    9,712       9,052  

Operating lease liabilities

    (9,712 )     (9,052 )

Accounts payable

    (146,824 )     1,499,494  

Deferred revenue

    562,410       623,690  

Casino accruals

    (443,421 )     (758,244 )

Accrued wages and payroll taxes

    (224,026 )     1,064,631  

Accrued property taxes

    (420,737 )     (3,924 )

Payable to horsepersons

    2,910,785       6,423,462  

Net cash provided by operating activities

    10,800,373       10,288,033  
                 

Investing Activities:

               

Additions to land, buildings, and equipment

    (4,591,936 )     (1,710,954 )

Proceeds from sale of land

    8,336,359       1,159,640  

Equity investment contributions

          (397,807 )

Increase in related party receivable

    (198,342 )     (106,193 )

Net cash provided by (used in) investing activities

    3,546,081       (1,055,314 )
                 

Financing Activities:

               

Proceeds from issuance of common stock

    94,633       72,554  

Cash dividend paid to shareholders

    (695,075 )     (678,981 )

Payments for taxes related to net share settlement of equity awards

    (171,749 )     (212,608 )

Principal payments on finance lease

    (14,044 )     (13,363 )

Net cash used in financing activities

    (786,235 )     (832,398 )
                 

Net increase in cash, cash equivalents, and restricted cash

    13,560,219       8,400,321  
                 

Cash, cash equivalents, and restricted cash at beginning of period

    16,106,003       15,598,753  
                 

Cash, cash equivalents, and restricted cash at end of period

  $ 29,666,222     $ 23,999,074  

 

5

 

 

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

  $ 164,000     $ 314,000  

Dividend declared but not yet paid

    344,000       340,000  

Change in investee losses in excess of equity investments

    (1,286,000 )     1,012,000  

ROU assets obtained in exchange for operating lease obligations

    77,550        
                 

Supplemental disclosure of cash flow information:

               

Income taxes paid, net of refunds

  $ 1,577,000     $ 4,442,000  

Interest paid

          9,000  

 ​

See notes to condensed consolidated financial statements.

 

6

 

 

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 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 Casino currently offers a variety of poker and table games. The Company’s three largest sources of revenues are from 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 has obtained and 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, 2022, included in its Annual Report on Form 10-K (the “2022 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 June 30, 2023 and 2022 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 June 30, 2023 and 2022 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 2022 Form 10-K. There were no material changes in significant accounting policies during the three and six months ended June 30, 2023.

 

Restricted Cash – Restricted cash represents refundable deposits and amounts due to horsemen for purses, stakes and awards, and amounts accumulated in card game progressive jackpot pools, the player pool and poker promotional fund to be used to repay card players in the form of promotions, giveaways, prizes, or by other means. 

 

Employee Retention Credit ("ERC") – The Company qualified for federal government assistance through ERC provisions of the CARES Act passed in 2020, for the 2020 second, third, and fourth quarters, as well as the 2021 first and second quarters. The purpose of the ERC is to encourage employers to keep employees on the payroll, even if they are not working during the covered period because of the coronavirus outbreak. We recognize amounts to be refundable as tax credits if there is a reasonable assurance of compliance with grant conditions and receipt of credits. During the first six months of 2023, the Company received the payments in full and as of June 30, 2023 and December 31, 2022, the Company's expected one-time refunds totaling $0 and $6,103,236, respectively, are included on the Condensed Consolidated Balance Sheets as an employee retention credit receivable. The Company recorded $6,103,236 on the Consolidated Statements of Operations as a credit to salaries and benefits expense in the 2021 fourth quarter. 

 

7

 
 

Deferred Revenue – Deferred revenue includes advance sales related to racing, events and corporate partnerships. Revenue from these advance billings is recognized when the related event occurs or services have been performed. 

 

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 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, $2,974,000 and $2,352,000 for the six months ended June 30, 2023 and 2022, respectively, related to thoroughbred races. Minnesota Statutes provide that amounts transferred into the trust account are the property of the trust and not of the Company, and therefore these amounts are not recorded on the Company’s Condensed Consolidated Balance Sheet.

 

Revenue Recognition – The Company’s primary revenues with customers consist of 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 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 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 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.

 

8

 
 

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.

 

 

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. Beginning in 2020, and as a result of the COVID-19 pandemic, the Company temporarily suspended the granting of performance awards under its LTI Plan, and instead granted deferred stock awards designed to retain NEOs and other senior executives in lieu of LTI Plan awards from 2020 through 2023. In February 2022, the Compensation Committee made determinations regarding the achievement of 2021 performance goals and payouts under the 2019-2021 LTI Plan, which completed the performance period and awards under the 2019-2021 LTI Plan, and the last outstanding awards under the LTI Plan. Accordingly, there are no awards outstanding under the LTI Plan.

 

Board of Directors Stock Options, 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 10 years after the grant date. Restricted stock and deferred stock grants to non-employee directors generally vest 100% one year after the date of the annual meeting at which they were granted, are subject to restrictions on resale for an additional year, and are subject to forfeiture if a board member terminates his or her board service prior to the shares vesting. The unvested deferred stock awards outstanding as of  June 30, 2023 to our non-employee directors consists of only the grant of deferred stock on June 1, 2023 of 7,818 shares with a weighted average fair value per share of $23.01. There were no unvested restricted stock or stock options outstanding to any non-employee director at June 30, 2023.

 

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 to key employees that vest over one to four years. Deferred stock awards represent the right to receive shares of the Company's common stock upon vesting.

 

During the six months ended June 30, 2023, the Company granted employees deferred stock awards totaling 19,020 shares of common stock, with a vesting term of approximately four years and a fair value of $25.52 per share. During the six months ended June 30, 2022, the Company granted employees deferred stock awards totaling 18,600 shares of common stock, with a vesting term of approximately four years and a fair value of $21.62 per share.

 

9

 
 

Employee deferred stock transactions during the six months ended June 30, 2023 are summarized as follows: 

 

           

Weighted

 
           

Average

 
   

Deferred

   

Fair Value

 
   

Stock

   

Per Share

 

Non-Vested Balance, December 31, 2022

    41,200     $ 16.62  

Granted

    19,020       25.52  

Vested

    (20,050 )     14.33  

Forfeited

    (1,950 )     19.07  

Non-Vested Balance, June 30, 2023

    38,220     $ 22.13  

 

There were no stock options outstanding to any employee or other person at June 30, 2023. 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 $266,000 and $215,000 for the six months ended June 30, 2023 and 2022. At June 30, 2023, there was approximately $862,000 of total unrecognized stock-based compensation expense related to unvested employee and board of director deferred stock awards that is expected to be recognized over a period of approximately 3.8 years. 

 

 

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 and six months ended June 30, 2023 and 2022:

 ​

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net income (numerator) amounts used for basic and diluted per share computations:

  $ 5,292,525     $ 1,755,069     $ 8,063,035     $ 3,528,982  
                                 

Weighted average shares (denominator) of common stock outstanding:

                               

Basic

    4,913,396       4,846,216       4,903,360       4,832,278  

Plus dilutive effect of stock options

    17,317       28,123       26,171       31,453  

Diluted

    4,930,713       4,874,339       4,929,531       4,863,731  
                                 

Net income per common share:

                               

Basic

  $ 1.08     $ 0.36     $ 1.64     $ 0.73  

Diluted

    1.07       0.36       1.64       0.73  
 

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 $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. 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. The maturity date of the revolving line of credit is January 31, 2024. As of June 30, 2023, the outstanding balance on the line of credit was $0.

 

10

 
 
 

5.    OPERATING SEGMENTS

 

The Company has four reportable operating segments: horse racing, Casino, food and beverage, and development. The horse racing segment primarily represents simulcast and live horse racing operations. The Casino segment represents operations of Canterbury Park’s Casino. The food and beverage segment represents food and beverage operations provided during simulcast and live racing, in the 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 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 25% of gross revenues earned on live racing and special event days to the horse racing segment for use of the facilities. Starting in 2020, the food and beverage segment has not paid a commission related to live racing to the horse racing segment subsequent to the Company's first temporary shutdown of operations starting March 16, 2020. 

 

The following tables represent a disaggregation of revenues from contracts with customers along with the Company’s operating segments (in 000’s):

 ​

   

Six Months Ended June 30, 2023

 
   

Horse Racing

   

Casino

   

Food and Beverage

   

Development

   

Total

 

Net revenues from external customers

  $ 5,789     $ 20,098     $ 3,754     $     $ 29,641  

Intersegment revenues

    158             568             726  

Net interest income

    451                   445       896  

Depreciation

    1,313       75       89             1,477  

Segment income (loss) before income taxes

    (676 )     4,088       916       8,052       12,380  

Segment tax expense (benefit)

    (513 )     1,155       259       2,275       3,176  

 

   

June 30, 2023

 

Segment Assets

  $ 86,226     $ 2,275     $ 31,627     $ 33,699     $ 153,827  

 ​

   

Six Months Ended June 30, 2022

 
   

Horse Racing

   

Casino

   

Food and Beverage

   

Development

   

Total

 

Net revenues from external customers

  $ 7,565     $ 20,355     $ 3,492     $     $ 31,412  

Intersegment revenues

    86             494             580  

Net interest income

    9                   389       398  

Depreciation

    1,313       75       100             1,488  

Segment income (loss) before income taxes

    (124 )     5,125       811       (502 )     5,310  

Segment tax expense (benefit)

    (176 )     1,320       209       (129 )     1,224  

 

   

December 31, 2022

 

Segment Assets

  $ 71,338     $ 2,425     $ 30,341     $ 26,475     $ 130,579  

 ​

11

 
 

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

 ​

   

Six Months Ended June 30,

 
   

2023

   

2022

 

Revenues

               

Total net revenue for reportable segments

  $ 30,367     $ 31,992  

Elimination of intersegment revenues

    (726 )     (580 )

Total consolidated net revenues

  $ 29,641     $ 31,412  

 ​

Income before income taxes

               

Total segment income (loss) before income taxes

  $ 12,380     $ 5,310  

Elimination of intersegment (income) loss before income taxes

    (1,141 )     (557 )

Total consolidated income before income taxes

  $ 11,239     $ 4,753  

 ​

   

June 30,

   

December 31,

 
   

2023

   

2022

 

Assets

               

Total assets for reportable segments

  $ 153,827     $ 130,579  

Elimination of intercompany balances

    (51,662 )     (38,303 )

Total consolidated assets

  $ 102,165     $ 92,276  

 ​ ​ 

 

6.    COMMITMENTS AND CONTINGENCIES

 

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 $5,000,000 only if the lender demands the loan guarantee by Doran. Effective on October 27, 2022, the Indemnity Agreement was amended to increase the maximum indemnification by an additional $700,000. 

 

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 June 30, 2023 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. 

 ​

12

 
 
 

7.    COOPERATIVE MARKETING AGREEMENT

 

On March 4, 2012, the Company entered into a Cooperative Marketing Agreement (the "CMA") with the Shakopee Mdewakanton Sioux Community ("SMSC"). The primary purpose of the CMA was 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 was achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments had 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 was obligated to make an annual purse enhancement of $7,380,000 and an annual marketing payment of $1,620,000 for 2022. 

 

The amounts earned from the marketing payments were recorded as a component of other revenue and the related expenses were recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and six months ended June 30, 2022, the Company recorded $675,000 and $787,000 in other revenue, incurred $621,000 and $687,000 in advertising and marketing expense, and incurred $54,000 and $100,000 in depreciation related to the SMSC marketing funds. The excess of amounts received over revenue is reflected as deferred revenue on the Company’s consolidated balance sheets.

 

Under the CMA, the Company agreed for the term of the CMA 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.

 

The CMA expired by its terms on December 31, 2022. Accordingly, for the three and six months ended June 30, 2023, there were no purse enhancement payments or marketing payments under the CMA. 

 

13

 
 
 

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”).

 

On September 27, 2018, Canterbury Development LLC contributed approximately 13 acres of land as its equity contribution in the Doran Canterbury I joint venture and became a 27.4% equity member. On December 20, 2018, financing for Doran Canterbury I was secured. Doran Canterbury I has completed developing Phase I of the Project, which includes 321 units, a heated parking ramp, and a clubhouse. As the Company is able to assert significant influence, but not control, over Doran Canterbury I’s operational and financial policies, the Company accounts for the joint venture as an equity method investment. For the three and six months ended June 30, 2023, the Company recorded a loss of $596,000 and income of $1,286,000, respectively, on equity method investment related to this joint venture. The increased income for the first half of 2023 related to this joint venture is due to the receipt of insurance proceeds related to an outstanding claim. For the three and six months ended June 30, 2022, the Company recorded $497,000 and $1,012,000, respectively, in loss on equity method investments related to this joint venture. In accordance with U.S. GAAP, since we are committed to provide future member loans to Doran Canterbury I to cover the costs of construction or operating deficiencies, we also present as a liability in the accompanying Condensed Consolidated Balance Sheets the net balance recorded for our share of Doran Canterbury I's losses in excess of the amount funded into Doran Canterbury I, which was $1,900,000 and $3,186,000 at June 30, 2023 and December 31, 2022, respectively. See Note 10 of Notes to Financial Statements for a summary of member loans to Doran Canterbury I.

 

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”). The Operating Agreement was amended and restated by the members effective July 30, 2020. 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 10 acres of land, which were contributed to Doran Canterbury II on September 30, 2020. In connection with its contribution, Canterbury Development became a 27.4% equity member in Doran Canterbury II with Doran owning the remaining 72.6%. As the Company is able to assert significant influence, but not control, over Doran Canterbury II’s operational and financial policies, the Company accounts for the joint venture as an equity method investment. As of June 30, 2023, the proportionate share of Doran Canterbury II's earnings was immaterial. During the three and six months ended June 30, the Company did not make any contributions as an equity investment contribution in Doran Canterbury II. During the three and sixth months ended June 30, 2022, the Company contributed approximately $58,000 and $398,000 as an equity investment contribution in Doran Canterbury II. Under the Operating Agreement, we are required to provide future member loans to Doran Canterbury II to cover the costs of construction or operating deficiencies. See Note 10 of Notes to Financial Statements for a summary of member loans to Doran Canterbury II.

 

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 13-acre land parcel located on the southwest portion of the Company’s racetrack. Canterbury Development LLC's equity contribution to Canterbury DBSV was approximately 13 acres of land, which were contributed to Canterbury DBSV on July 1, 2020. In connection with its contribution, Canterbury Development became a 61.87% equity member in Canterbury DBSV. As the Company is able to assert significant influence, but not control, over Canterbury DBSV’s operational and financial policies, the Company accounts for the joint venture as an equity method investment. For the three and six months ended June 30, 2023, the Company recorded $26,000 and $52,000, respectively, in loss on equity method investments related to this joint venture. For the three and six months ended June 30, 2022, the Company recorded a loss of $37,000 and income of $239,000, respectively, on equity investment related to this joint venture.

 

The following table summarizes changes to the Equity investment and Investee losses in excess of equity investment lines on our consolidated balance sheets for the six months ended June 30, 2023:

 

  

Equity Investment

  

Investee losses in excess of equity investment

  

Net Equity Investment

 

Net Equity Investment Balance at 12/31/22

 $6,863,517  $(3,185,923) $3,677,594 
             

Q1 Equity investment income (loss)

  (23,232)  1,881,744   1,858,512 
             

Q2 Equity investment income (loss)

  (26,071)  (596,109)  (622,180)
             

Net Equity Investment Balance at 6/30/23

 $6,814,214  $(1,900,288) $4,913,926 

 

14

 
 

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 $23,336,500.

 

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 was reduced by $5,744,000 to an amount not to exceed $17,592,881. In order to reimburse the Company for the qualified costs related to constructing the developer improvements, the Authority will issue and the Company will receive a TIF Note in the maximum principal amount of $17,592,881. The First Amendment also memorialized that the Company completed the Shenandoah Drive improvements as required prior to  December 31, 2019. The City is obligated to issue bonds to finance the portion of the improvements required to be constructed by the City. 

 

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 June 30, 2023, the Company recorded a TIF receivable of approximately $13,631,000, which represents $11,305,000 of principal and $2,326,000 of interest. Management believes future tax revenues generated from current development activity will exceed the Company's development costs and thus, management believes no allowance related to this receivable is necessary. As of December 31, 2022, the Company recorded a TIF receivable of approximately $13,294,000, which represented $11,301,000 of principal and $1,993,000 of interest. 

 

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 28, 2023, the Company completed the sale of 37 acres of land to Bloomington Investments, LLC, an entity related to Swervo Development ("Swervo"), for total consideration of $8,800,000. Included in this amount is $500,000 of cash being held in escrow related to a contingency for the now completed demolition of barns that existed on the land prior to the sale. The cash in escrow is currently recorded as a receivable on the Condensed Consolidated Balance Sheets. The land sold is situated adjacent to County Road 83 and Unbridled Avenue in the northeast corner of the Company's campus. With the land sale and government approvals now complete, Swervo expects construction of its planned 19,000-capacity open air amphitheater to begin this Summer, with the venue opening anticipated to be Summer 2025. Following the land sale, Canterbury will continue the redevelopment of the horse stabling area, which serves its racing business, with new barns and a new dormitory complex.

 

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.

 

15

 
 

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 $10,714 and $9,052 for the six months ended June 30, 2023 and 2022. The total lease expenses for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or liability was $249,793 and $218,106 for the six months ended June 30, 2023 and 2022, respectively.

 

Lease costs included in depreciation and amortization related to our finance leases were $11,945 and $12,468 for the six months ended June 30, 2023 and 2022, respectively. Interest expense related to our finance leases was immaterial.

 

The following table shows the classification of the right of use assets on our consolidated balance sheets:

 

     

June 30,

   

December 31,

 
 

Balance Sheet Location

 

2023

   

2022

 

Assets

                 

Finance

Land, buildings and equipment, net (1)

  $ 4,929     $ 18,973  

Operating

Operating lease right-of-use assets

    67,838       -  

Total Leased Assets

  $ 72,767     $ 18,973  

 


1 – Finance lease assets are net of accumulated amortization of $120,630 and $106,586 as of June 30, 2023 and December 31, 2022, respectively. 

 

The following table shows the lease terms and discount rates related to our leases:

 

    June 30,     December 31,  
   

2023

   

2022

 

Weighted average remaining lease term (in years):

               

Finance

    0.2       0.7  

Operating

    1.1       0.0  

Weighted average discount rate (%):

               

Finance

    5.0 %     5.0 %

Operating

    8.0 %     0.0 %

 ​

The maturity of operating leases and finance leases as of June 30, 2023 are as follows:

 

Six Months Ended June 30, 2023

 

Operating leases

   

Finance leases

 

2023 remaining

  $ 16,071     $ 4,960  

2024

    26,785        

2025

    28,230        

Total minimum lease obligations

    71,086       4,960  

Less: amounts representing interest

    (3,248 )     (31 )

Present value of minimum lease payments

    67,838       4,929  

Less: current portion

    (24,852 )     (4,929 )

Lease obligations, net of current portion

  $ 42,986     $  

 ​

16

 
 
 

10.  RELATED PARTY RECEIVABLES

 

Since 2019, the Company has made member loans to the Doran Canterbury I and the Doran Canterbury II joint ventures totaling approximately $2,365,000 and $2,269,000 as of June 30, 2023 and December 31, 2022, respectively. These member loans bear interest at the rate equal to the Prime Rate plus two percent per annum, and accrued interest totaled $387,000 and $275,000 as of June 30, 2023 and December 31, 2022, respectively. The Company expects to be fully reimbursed for these member loans as and when the joint ventures achieve positive cash flow. Under the Operating Agreements for Doran Canterbury I and Doran Canterbury II, the joint ventures must repay member loans before payments to members in accordance with their percentage interests.

 

The Company has also recorded related party receivables of approximately $2,000 and $11,000 as of June 30, 2023 and December 31, 2022, respectively, for various related costs incurred by the Company. The Company expects to be fully reimbursed for these costs by the related parties in 2023.

 

 

 

17

  
 

ITEM 2:    MANAGEMENTS 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 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 Casino at the Racetrack. The Casino typically operates 24 hours a day, seven days a week. The 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.

 

 

18

 

 

Operations Review for the Three and Six Months Ended June 30, 2023:

 

Revenues:

 

Total net revenues for the three months ended June 30, 2023 were $16,342,000, a decrease of $1,432,000, or 8.1%, compared to total net revenues of $17,774,000 for the three months ended June 30, 2022. Total net revenues for the six months ended June 30, 2023 were $29,641,000, a decrease of $1,771,000, or 5.6%, compared to total net revenues of $31,412,000 for the six months ended June 30, 2022. See below for a further discussion of our sources of revenues.

 

Casino Revenue:

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Poker Games Collection

  $ 1,842,000     $ 1,871,000     $ 3,821,000     $ 3,780,000  

Other Poker Revenue

    743,000       710,000       1,513,000       1,351,000  

Total Poker Revenue

    2,585,000       2,581,000       5,334,000       5,131,000  
                                 

Table Games Collection

    7,150,000       6,839,000       13,531,000       14,028,000  

Other Table Games Revenue

    649,000       574,000       1,233,000       1,196,000  

Total Table Games Revenue

    7,799,000       7,413,000       14,764,000       15,224,000  
                                 

Total Casino Revenue

  $ 10,384,000     $ 9,994,000     $ 20,098,000     $ 20,355,000  

 

 

The primary source of Casino revenue is a percentage of the wagers received from players as compensation for providing the 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 Casino revenue increased $390,000, or 3.9%, and decreased $257,000, or 1.3%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increase for the three months ended June 30, 2023 can be attributed to a higher average collection revenue rate in table games. The decrease in Casino revenue for the six months ended June 30, 2023 is primarily due to decreased attendance, potentially related to inclement weather experienced in the first three months of 2023, along with a decrease in consumer discretionary spending with our current inflationary environment.  

 

Pari-Mutuel Revenue:

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Simulcast

  $ 1,090,000     $ 1,180,000     $ 1,942,000     $ 2,096,000  

Live Racing

    479,000       676,000       479,000       676,000  

Guest Fees

    451,000       1,315,000       451,000       1,315,000  

Other revenue

    451,000       451,000       733,000       781,000  

Total Pari-Mutuel Revenue

  $ 2,471,000     $ 3,622,000     $ 3,605,000     $ 4,868,000  

 

Total pari-mutuel revenue decreased $1,150,000, or 31%, and $1,263,000, or 26%, for the three and six months ended June 30, 2023 compared to the same periods in 2022. The decrease in pari-mutuel revenues is primarily due to a decrease in live race days year-over-year (15 race days in 2023 compared to 25 race days in 2022) as well as decreased out-state-handle on our live racing product. 

 

19

 

Food and Beverage Revenue:

 

Food and beverage revenue decreased $121,000, or 5.6%, and increased $260,000, or 8.0%, for the three and six months ended June 30, 2023 compared to the same periods in 2022. The decrease for the three months ended June 30, 2023 is primarily due to fewer live race days compared to the same period last year as mentioned above. The increase for the six months ended June 30, 2023 is primarily due to increased visitation for large scale special events, including the Snocross National Championship Series, that primarily took place in the first quarter. 

 

Other Revenue:

 

Other revenue decreased $551,000, or 27.4%, and $510,000, or 17.3%, for the three and six months ended June 30, 2023 compared to the same periods in 2022. The decreases are primarily due to the expiration of the SMSC agreement as funds received from the agreement were used and subsequently recorded in other revenues as well as being recorded as operating, primarily advertising and marketing, expenses. 

 

Operating Expenses:

 

Total operating expenses increased $196,000, or 1.3%, and $730,000, or 2.8%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The following paragraphs provide further detail regarding certain operating expenses.

 

Purse expense decreased $408,000, or 16.2%, and $511,000, or 12.9%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease for the three months ended June 30, 2023 is primarily due to the decrease in pari-mutuel revenues while the decrease for the six months ended June 30, 2023 is primarily due to decreases of both pari-mutuel and Casino revenues. The decreases in pari-mutuel revenue and Casino revenues are explained above.

 

Salaries and benefits increased $290,000, or 4.4%, and $656,000, or 5.5%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increase is primarily due to an increase in our wage-rate structure for seasonal as well as year-round employees to attract and retain front-line workers. The Company also increased its 401(k) match percentage, effective January 1, 2023.

 

Cost of food and beverage sales decreased $88,000, or 9.7%, and remained relatively flat for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease for the three months ended June 30, 2023 was due to the decreased food and beverage revenue due to fewer race days as noted above.

 

Advertising and marketing costs decreased $240,000, or 27.5%, and $242,000, or 20.7%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decreases are attributed to the expiration of the Cooperative Marketing Agreement mentioned above in the other revenues section. 

 

20

 

Other operating expenses increased $395,000, or 32.7%, and $530,000, or 24.1%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increases are primarily due to increased track maintenance costs, a settlement of a claim, and also the timing of miscellaneous repairs and maintenance year-over-year.  

 

Other Income (Loss):

 

Other loss for the three months ended June 30, 2023 was $125,000, an increase of $204,000, compared to a net other loss of $329,000 for the three months ended June 30, 2023. Other income for the six months ended June 30, 2023 was $2,133,000, an increase of $2,509,000, compared to a net other loss of $376,000 for the six months ended June 30, 2023. The increase for the six months ended June 30, 2023 is primarily due to our share of insurance proceeds received on a claim by Doran Canterbury I. Also contributing to both the three and six month increases was increased interest income due to the Company transferring available cash into certificates of deposit as well as increasing interest rates related to our member loans to Doran Canterbury I and Doran Canterbury II.

 

During the 2023 second quarter, the Company recorded a gain on sale of land of $6,490,000 as a result of the sale of approximately 37 acres of land to an affiliate of Swervo Development for approximately $8,800,000 in total consideration. Included in this amount is $500,000 of cash being held in escrow related to a contingency for the now completed demolition of barns that existed on the land prior to the sale.

 

The Company recorded a provision for income taxes of $2,135,000 and $619,000 for the three months ended June 30, 2023 and 2022, respectively. The Company recorded a provision for income taxes of $3,176,000 and $1,224,000 for the six months ended June 30, 2023 and 2022, 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 2023 compared to 2022 is due to an increase in income before taxes from operations. Our effective tax rate was 28.7% and 28.3% for the three and six months ended June 30, 2023, respectively. Our effective tax rate was 26.1% and 25.8% for the three and six months ended June 30, 2022, respectively. The increase in the effective tax rate is primarily the result of discrete items that occurred during the six months ended June 30, 2022.

 

The Company recorded net income of $5,293,000 and $8,063,000 for the three and six months ended June 30, 2023, respectively. The Company recorded net income of $1,775,000 and $3,529,000 for the three and six months ended June 30, 2022, 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. See the table below, which presents reconciliations of these measures to the GAAP equivalent financial measures. 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 and is useful in allowing greater transparency related to a significant measure used by management in its financial and operational decision-making. Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, excluding the impact of our real estate segment, and provides a perspective on the current effects of operating decisions relating to our core, non-real estate business. For the three and six months ended June 30, 2023, Adjusted EBITDA excluded depreciation relating to equity investments, gain on sale of land, a gain on insurance proceeds related to the equity investment in Doran Canterbury I, as well as amortization relating to equity investments, 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 we believe that, when considered with measures calculated in accordance with GAAP, EBITDA and Adjusted EBITDA provide a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes, and it is a widely used measure of performance and a basis for valuation of companies in our industry. Moreover, other companies that provide EBITDA or Adjusted EBITDA information may calculate EBITDA or Adjusted EBITDA differently than we do.

 

21

 

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 and six months ended June 30, 2023 and 2022:

 

Summary of EBITDA Data

 ​

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

NET INCOME

  $ 5,292,525     $ 1,755,069     $ 8,063,035     $ 3,528,982  

Interest income, net

    (497,274 )     (205,300 )     (896,449 )     (398,140 )

Income tax expense

    2,135,000       618,660       3,176,000       1,224,301  

Depreciation

    741,632       741,574       1,476,893       1,487,523  

EBITDA

    7,671,883       2,910,003       11,819,479       5,842,666  

Gain on sale of land

    (6,489,976 )     (12,151 )     (6,489,976 )     (12,151 )

Gain on insurance proceeds related to equity investments

                (2,528,901 )      

Depreciation and amortization related to equity investments

    435,211       474,352       875,975       895,675  

Interest expense related to equity investments

    402,795       192,170       825,056       384,983  

ADJUSTED EBITDA

  $ 2,019,913     $ 3,564,374       4,501,633       7,111,173  

 ​

Adjusted EBITDA decreased $1,544,000, or 43.3%, and $2,610,000, or 36.7%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease in Adjusted EBITDA is primarily due to decreased Pari-mutuel and Casino revenues noted above. Furthermore, for the six months ended June 30, 2023, Adjusted EBITDA was reduced by insurance proceeds received by the Company's equity investment related to an insurance claim by the Doran Canterbury I, LLC joint venture, which was not present in other periods. For the three and six months ended June 30, 2023, Adjusted EBITDA as a percentage of net revenue was 12.4% and 15.2%, respectively. For the three and six months ended June 30, 2022, Adjusted EBITDA as a percentage of net revenue was 20.1% and 22.6%, respectively.

 

Contingencies:

 

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.

 

22

 

 

Liquidity and Capital Resources:

 

The Company's primary source of liquidity and capital resources have been and are expected to be cash flow from operations and cash available under our revolving line of credit. 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 June 30, 2023, the outstanding balance on the line of credit was $0. The Company did not borrow on the revolving line of credit during the quarter ended June 30, 2023. As of June 30, 2023, 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 June 30, 2023 was $29,666,000 compared to $16,106,000 as of December 31, 2022. 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 ongoing liquidity and capital resource requirements for regular operations, as well as its planned development expenses for the next twelve months. The Company intends to allocate substantially all of the net proceeds from the sale of the 37 acres of land to Bloomington Investments, LLC, an entity related to Swervo Development ("Swervo"), for total consideration of $8,800,000, to the redevelopment of the horse stabling area, which serves its racing business, with new barns and a new dormitory complex. The Company may seek additional financing to complete the redevelopment of the horse stabling area. Furthermore, if the Company engages in 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

 

Trends in our operating cash flows tend to follow trends in operating income but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds. Net cash provided by operating activities for the six months ended June 30, 2023 was $10,800,000, primarily as a result of the following: the Company reported net income of $8,063,000, depreciation of $1,477,000, deferred income taxes of $727,000, and stock-based compensation and 401(k) match totaling $701,000, offset by a gain from equity investment of $1,236,000 and a gain on land sale of $6,490,000. Primarily due to timing of larger development related transactions as well as the timing of our live racing season, the Company experienced an increase due to cash received related to an employee retention credit receivable of $6,103,000, a decrease to income taxes receivable and prepaid income taxes of $872,000, and an increase to payable to horsepersons of $2,911,000, offset by an increase in accounts receivable of $1,151,000 for the six months ended June 30, 2023

 

Net cash provided by operating activities for the six months ended June 30, 2022 was $10,288,000, primarily as a result of the following: the Company reported net income of $3,529,000, depreciation of $1,488,000, a loss from equity investment of $774,000, and stock-based compensation and 401(k) match totaling $520,000. Primarily due to timing of our live racing season, the Company also experienced an increase in accounts payable of $1,499,000 and an increase to payable to horsepersons of $6,423,000, offset by a decrease in accounts receivable of $1,455,000 and income taxes receivable and prepaid income taxes of $4,482,000 for the six months ended June 30, 2022. 

 

Investing Activities

 ​

Net cash provided by investing activities for the six months ended June 30, 2023 was $3,546,000, primarily due to proceeds received from the sale of land, offset by additions to land, buildings, and equipment. 

 

Net cash used in investing activities for the first six months of 2022 was $1,055,000, primarily due to additions to land, buildings, and equipment and equity investment contributions.  

 

Financing Activities

 

Net cash used in financing activities for the six months ended June 30, 2023 was $786,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards.

 

Net cash used in financing activities during the first six months of 2022 was $832,000, primarily due to cash dividends paid to shareholders and 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.

 

23

 

 

Estimate of the allowance for doubtful accounts - Property Tax Increment Financing "TIF" Receivable 

 

As of June 30, 2023, the Company recorded a TIF receivable on its Consolidated Balance Sheet of approximately $13,631,000, which represents $11,305,000 of principal and $2,326,000 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, 2022, 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 June 30, 2023

 

Cooperative Marketing Agreement:

 

On June 4, 2012, the Company entered into a Cooperative Marketing Agreement (the "CMA") with the SMSC. The primary purpose of the CMA was 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 was achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments had 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 paid the required annual purse enhancement of $7,380,000 and annual marketing payment of $1,620,000 for 2022. 

 

The amounts earned from the marketing payments were recorded as a component of other revenue and the related expenses were recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and six months ended June 30, 2022, the Company recorded $675,000 and $787,000 in other revenue, incurred $621,000 and $687,000 in advertising and marketing expense, and incurred $54,000 and $100,000 in depreciation related to the SMSC marketing funds. The excess of amounts received over revenue is reflected as deferred revenue on the Company’s consolidated balance sheets.

 

Under the CMA, the Company agreed for the term of the CMA 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.

 

The CMA expired by its terms on December 31, 2022. Accordingly, for the three and six months ended June 30, 2023, there were no purse enhancement payments or marketing payments under the CMA.

 

24

 

 

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 was 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:

 

 

Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside of our control.

 

 

Because purse enhancement payments and marketing payments under our CMA with SMSC will not continue after December 31, 2022, we have experienced decreased revenue and profitability from live racing.

 

 

We may not be able to attract a sufficient number of horses and trainers to achieve above average field sizes.

 

 

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.

 

 

Nationally, the popularity of horse racing has declined

 

 

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.

 

25

 

 

 

Our business and operations have been, and may in the future, be adversely affected by epidemics, pandemics, outbreaks of disease, and other adverse public health developments, including COVID-19.

 

 

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 may be adversely affected by the effects of inflation

 

 

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.

 

 

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.

 

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(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 June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ​

PART II

OTHER INFORMATION

 

Item 1.       Legal Proceedings

 

Not Applicable.

 ​

Item 1A.    Risk Factors

 ​

The most significant risk factors applicable to the Company are described in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes from the risk factors previously disclosed.

 ​

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

 

Not Applicable. 

 

Item 3.      Defaults upon Senior Securities

 

Not Applicable.

 ​

Item 4.      Mine Safety Disclosures

 

Not Applicable.

 ​

Item 5.      Other Information

 ​

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

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Item 6.      Exhibits

 ​

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).

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Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

99.1

Press Release dated August 10, 2023 announcing 2023 Second Quarter Results.

101

The following financial information from Canterbury Park Holding Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, formatted in Inline eXtensible Business Reporting Language XBRL: (i) Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, (ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and June 30, 2022, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and June 30, 2022, (iv) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and June 30, 2022, and (v) Notes to Financial Statements.

   
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 ​

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 ​

Canterbury Park Holding Corporation 

Dated: August 11, 2023

/s/ Randall D. Sampson

​Randall D. Sampson 

President and Chief Executive Officer (principal executive officer)

   

Dated: August 11, 2023

/s/ Randy J. Dehmer

  Randy J. Dehmer
  ​Chief Financial Officer (principal financial officer, principal accounting officer)

   ​

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