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Canterbury Park Holding Corp. – ‘10-Q’ for 9/30/23

On: Monday, 11/13/23, at 4:35pm ET · For: 9/30/23 · Accession #: 1437749-23-31653 · File #: 1-37858

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/13/23  Canterbury Park Holding Corp.     10-Q        9/30/23   55:4.8M                                   RDG Filings/FA

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    924K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML    124K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     22K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     22K 
 4: EX-32       Certification -- §906 - SOA'02                      HTML     19K 
11: R1          Document And Entity Information                     HTML     70K 
12: R2          Condensed Consolidated Balance Sheets (Current      HTML    159K 
                Period Unaudited)                                                
13: R3          Condensed Consolidated Statements of Operations     HTML    115K 
                (Unaudited)                                                      
14: R4          Condensed Consolidated Statements of Stockholders'  HTML     70K 
                Equity (Unaudited)                                               
15: R5          Condensed Consolidated Statements of Cash Flows     HTML    142K 
                (Unaudited)                                                      
16: R6          Note 1 - Overview and Summary of Significant        HTML     41K 
                Accounting Policies                                              
17: R7          Note 2 - Stock-based Compensation                   HTML     38K 
18: R8          Note 3 - Net Income Per Share Computations          HTML     38K 
19: R9          Note 4 - General Credit Agreement                   HTML     24K 
20: R10         Note 5 - Operating Segments                         HTML     78K 
21: R11         Note 6 - Commitments and Contingencies              HTML     23K 
22: R12         Note 7 - Cooperative Marketing Agreement            HTML     24K 
23: R13         Note 8 - Real Estate Development                    HTML     46K 
24: R14         Note 9 - Leases                                     HTML     50K 
25: R15         Note 10 - Related Party Receivables                 HTML     24K 
26: R16         Significant Accounting Policies (Policies)          HTML     52K 
27: R17         Note 2 - Stock-based Compensation (Tables)          HTML     28K 
28: R18         Note 3 - Net Income Per Share Computations          HTML     36K 
                (Tables)                                                         
29: R19         Note 5 - Operating Segments (Tables)                HTML     79K 
30: R20         Note 8 - Real Estate Development (Tables)           HTML     29K 
31: R21         Note 9 - Leases (Tables)                            HTML     49K 
32: R22         Note 1 - Overview and Summary of Significant        HTML     22K 
                Accounting Policies (Details Textual)                            
33: R23         Note 2 - Stock-based Compensation (Details          HTML     55K 
                Textual)                                                         
34: R24         Note 2 - Stock-based Compensation - Unvested        HTML     38K 
                Restricted Stock and Deferred Stock (Details)                    
35: R25         Note 3 - Net Income Per Share Computations -        HTML     49K 
                Reconciliation of Net Common Share Computation                   
                (Details)                                                        
36: R26         Note 4 - General Credit Agreement (Details          HTML     24K 
                Textual)                                                         
37: R27         Note 5 - Operating Segments (Details Textual)       HTML     19K 
38: R28         Note 5 - Operating Segments - Disaggregation of     HTML     75K 
                Revenue from Contracts with Customers (Details)                  
39: R29         Note 5 - Operating Segments - Reconciliation of     HTML     25K 
                Segment Revenues, Income Before Income Taxes, and                
                Assets (Details)                                                 
40: R30         Note 5 - Operating Segments- Income Before Income   HTML     24K 
                Taxes (Details)                                                  
41: R31         Note 5 - Operating Segments- Assets (Details)       HTML     28K 
42: R32         Note 6 - Commitments and Contingencies (Details     HTML     20K 
                Textual)                                                         
43: R33         Note 7 - Cooperative Marketing Agreement (Details   HTML     35K 
                Textual)                                                         
44: R34         Note 8 - Real Estate Development (Details Textual)  HTML     60K 
45: R35         Note 8 - Real Estate Development - Changes to       HTML     31K 
                Equity Method Investments (Details)                              
46: R36         Note 9 - Leases (Details Textual)                   HTML     25K 
47: R37         Note 9 - Leases and Commitments - Classification    HTML     23K 
                of Right of Use Assets (Details)                                 
48: R38         Note 9 - Leases and Commitments - Lease Terms and   HTML     25K 
                Discount (Details)                                               
49: R39         Note 9 - Leases - Operating and Finance Lease       HTML     58K 
                (Details)                                                        
50: R40         Note 10 - Related Party Receivables (Details        HTML     29K 
                Textual)                                                         
53: XML         IDEA XML File -- Filing Summary                      XML     96K 
51: XML         XBRL Instance -- cphc20230930_10q_htm                XML    995K 
52: EXCEL       IDEA Workbook of Financial Report Info              XLSX     81K 
 7: EX-101.CAL  XBRL Calculations -- cphc-20230930_cal               XML    137K 
 8: EX-101.DEF  XBRL Definitions -- cphc-20230930_def                XML    766K 
 9: EX-101.LAB  XBRL Labels -- cphc-20230930_lab                     XML    696K 
10: EX-101.PRE  XBRL Presentations -- cphc-20230930_pre              XML    800K 
 6: EX-101.SCH  XBRL Schema -- cphc-20230930                         XSD    130K 
54: JSON        XBRL Instance as JSON Data -- MetaLinks              318±   502K 
55: ZIP         XBRL Zipped Folder -- 0001437749-23-031653-xbrl      Zip    227K

‘10-Q’ — Quarterly Report

Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2023 and 2022 Controls and Procedures Defaults Upon Senior Securities Exhibits Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Condensed Consolidated Financial Statements Other Information Quantitative and Qualitative Disclosures about Market Risk Risk Factors Signatures Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022
"	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022
"	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2023 and 2022
"	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022
"	Notes to Condensed Consolidated Financial Statements
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures about Market Risk
"	Controls and Procedures
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Other Information
"	Exhibits
"	Signatures

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C:

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 10-Q

(Mark One)

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

i ☐	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: i 001-37858

CANTERBURY PARK HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

	i 1100 Canterbury Road
	i Shakopee, i MN i 55379

(Address of principal executive offices and zip code)

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

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

Title of Each Class	Trading Symbol	Name of each exchange on which registered
i Common Stock Common stock, $.01 par value	i CPHC	i 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.

i Yes

☒

☐

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).

i Yes

☒

☐

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	☐
	i Non-accelerated filer	☒		Smaller reporting company	i ☒	Emerging growth company	i ☐

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

i ☐

☒

The Company had i 4,944,642 shares of common stock, $.01 par value, outstanding as of November 10, 2023.

Canterbury Park Holding Corporation

INDEX

			Page

PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements (unaudited)

		Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	2

		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	3

		Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022	4

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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

PART 1 – FINANCIAL INFORMATION

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	*September 30,*		*December 31,*
	*2023*		*2022*
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	i 25,727,477	$	i 12,989,087
Restricted cash		i 2,348,076		i 3,116,916
Short-term investments		i 4,500,000		i 5,000,000
Accounts receivable, net of allowance of $19,250 for both periods		i 1,619,887		i 618,365
Employee retention credit receivable		i —		i 6,103,236
Inventory		i 284,443		i 262,073
Prepaid expenses		i 499,149		i 557,520
Income taxes receivable and prepaid income taxes		i 2,426,364		i 2,052,364
Total current assets		i 37,405,396		i 30,699,561

LONG-TERM ASSETS
Deposits		i —		i 27,000
Other prepaid expenses		i 8,414		i 41,774
TIF receivable		i 13,801,141		i 13,294,337
Related party receivable		i 2,938,307		i 2,555,320
Operating lease right-of-use asset		i 53,026		i —
Equity investment		i 6,789,772		i 6,863,517
Land held for development		i 1,229,475		i 2,303,010
Land, buildings, and equipment, net		i 39,012,223		i 36,491,660
Total long-term assets		i 63,832,358		i 61,576,618
TOTAL ASSETS	$	i 101,237,754	$	i 92,276,179

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	i 3,512,863	$	i 3,368,683
Casino accruals		i 2,687,596		i 2,684,444
Accrued wages and payroll taxes		i 2,396,327		i 1,814,879
Cash dividend payable		i 345,369		i 341,602
Accrued property taxes		i 532,891		i 795,646
Deferred revenue		i 366,999		i 413,442
Payable to horsepersons		i 225,798		i 993,529
Current portion of operating lease obligations		i 25,352		i —
Current portion of finance lease obligations		i 1,570		i 18,973
Total current liabilities		i 10,094,765		i 10,431,198

LONG-TERM LIABILITIES
Deferred income taxes		i 8,250,015		i 7,474,015
Investee losses in excess of equity investment		i 2,550,187		i 3,185,923
Operating lease obligations, net of current portion		i 27,674		i —
Finance lease obligations, net of current portion		i 8,184		i —
Total long-term liabilities		i 10,836,060		i 10,659,938
TOTAL LIABILITIES		i 20,930,825		i 21,091,136

STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, 10,000,000 shares authorized, 4,944,642 and 4,888,975 respectively, shares issued and outstanding		i 49,446		i 48,890
Additional paid-in capital		i 26,879,814		i 25,914,644
Retained earnings		i 53,377,669		i 45,221,509
Total stockholders’ equity		i 80,306,929		i 71,185,043
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	i 101,237,754	$	i 92,276,179

See notes to condensed consolidated financial statements.

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2023

2022

2023

2022

OPERATING REVENUES:

Casino

i 10,224,216

i 10,039,527

i 30,322,149

i 30,394,387

Pari-mutuel

i 3,405,010

i 4,730,827

i 7,009,710

i 9,599,070

Food and beverage

i 3,310,759

i 3,913,320

i 6,808,242

i 7,150,715

Other

i 2,328,564

i 3,608,729

i 4,769,694

i 6,560,477

Total Net Revenues

i 19,268,549

i 22,292,403

i 48,909,795

i 53,704,649

OPERATING EXPENSES:

Purse expense

i 2,594,270

i 2,979,947

i 6,034,508

i 6,931,243

Minnesota Breeders’ Fund

i 308,038

i 323,156

i 822,797

i 874,464

Other pari-mutuel expenses

i 210,212

i 212,102

i 691,519

i 740,282

Salaries and benefits

i 7,245,775

i 6,860,590

i 19,922,853

i 18,881,258

Cost of food and beverage and other sales

i 1,161,665

i 1,365,748

i 2,567,561

i 2,771,338

Depreciation and amortization

i 831,379

i 747,267

i 2,308,272

i 2,234,790

Utilities

i 568,022

i 654,000

i 1,366,742

i 1,425,074

Advertising and marketing

i 887,197

i 1,567,163

i 1,817,180

i 2,739,638

Professional and contracted services

i 2,284,181

i 1,571,128

i 4,857,229

i 3,781,005

Gain on disposal of assets

( i 19,265

)

i -

( i 19,265

)

i -

Other operating expenses

i 1,390,339

i 1,602,933

i 4,117,388

i 3,800,281

Total Operating Expenses

i 17,461,813

i 17,884,034

i 44,486,784

i 44,179,373

Gain on sale of land

i -

i 6,489,976

i 12,151

INCOME FROM OPERATIONS

i 1,806,736

i 4,408,369

i 10,912,987

i 9,537,427

OTHER INCOME (LOSS)

(Loss) gain from equity investment

( i 674,341

)

( i 500,143

)

i 561,991

( i 1,274,058

)

Interest income, net

i 536,904

i 222,671

i 1,433,353

i 620,811

Net Other (Loss) Income

( i 137,437

)

( i 277,472

)

i 1,995,344

( i 653,247

)

INCOME BEFORE INCOME TAXES

i 1,669,299

i 4,130,897

i 12,908,331

i 8,884,180

INCOME TAX EXPENSE

( i 533,000

)

( i 1,209,777

)

( i 3,709,000

)

( i 2,434,078

)

NET INCOME

i 1,136,299

i 2,921,120

i 9,199,331

i 6,450,102

Basic earnings per share

i 0.23

i 0.60

i 1.87

i 1.33

Diluted earnings per share

i 0.23

i 0.60

i 1.86

i 1.32

Weighted average basic shares outstanding

i 4,933,961

i 4,872,674

i 4,913,560

i 4,845,743

Weighted average diluted shares

i 4,950,524

i 4,901,189

i 4,941,100

i 4,879,803

Cash dividends declared per share

i 0.07

i 0.21

i 0.28

See notes to condensed consolidated financial statements.

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

For the three months ended September 30, 2023

Number of

Common

Additional

Retained

Shares

Stock

Paid-in Capital

Earnings

Total

Balance at June 30, 2023

i 4,933,844

i 49,338

i 26,538,005

i 52,586,742

i 79,174,085

Stock-based compensation

—

i —

i 132,436

i —

i 132,436

Dividend declared

—

i —

( i 345,372

)

( i 345,372

)

401(k) stock match

i 10,798

i 108

i 209,373

i —

i 209,481

Net income

—

i —

i 1,136,299

Balance at September 30, 2023

i 4,944,642

i 49,446

i 26,879,814

i 53,377,669

i 80,306,929

For the nine months ended September 30, 2023

Number of

Common

Additional

Retained

Shares

Stock

Paid-in Capital

Earnings

Total

Balance at December 31, 2022

i 4,888,975

i 48,890

i 25,914,644

i 45,221,509

i 71,185,043

Stock-based compensation

—

i —

i 398,269

i —

i 398,269

Dividend declared

—

i —

( i 1,043,171

)

( i 1,043,171

)

401(K) stock match

i 28,597

i 286

i 644,287

i —

i 644,573

Issuance of deferred stock awards

i 22,197

i 221

( i 171,970

)

i —

( i 171,749

)

Shares issued under Employee Stock Purchase Plan

i 4,873

i 49

i 94,584

i —

i 94,633

Net income

—

i —

i 9,199,331

Balance at September 30, 2023

i 4,944,642

i 49,446

i 26,879,814

i 53,377,669

i 80,306,929

For the three months ended September 30, 2022

Number of

Common

Additional

Retained

Shares

Stock

Paid-in Capital

Earnings

Total

Balance at June 30, 2022

i 4,872,593

i 48,726

i 25,273,814

i 41,920,229

i 67,242,769

Stock-based compensation

—

i —

i 110,290

i —

i 110,290

Dividend declared

—

i —

( i 341,082

)

( i 341,082

)

401(k) stock match

i 7,438

i 74

i 165,198

i —

i 165,272

Net income

—

i —

i 2,921,120

Balance at September 30, 2022

i 4,880,031

i 48,800

i 25,549,302

i 44,500,267

i 70,098,369

For the nine months ended September 30, 2022

Number of

Common

Additional

Retained

Shares

Stock

Paid-in Capital

Earnings

Total

Balance at December 31, 2021

i 4,812,085

i 48,121

i 24,894,571

i 39,410,534

i 64,353,226

Stock-based compensation

—

i —

i 325,152

i —

i 325,152

Dividend distribution

—

i —

( i 1,360,369

)

( i 1,360,369

)

401(K) stock match

i 21,191

i 212

i 470,100

i —

i 470,312

Issuance of deferred stock awards

i 41,816

i 418

( i 213,026

)

i —

( i 212,608

)

Shares issued under Employee Stock Purchase Plan

i 4,939

i 49

i 72,505

i —

i 72,554

Net Income

—

i —

i 6,450,102

Balance at September 30, 2022

i 4,880,031

i 48,800

i 25,549,302

i 44,500,267

i 70,098,369

See notes to condensed consolidated financial statements.

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	*Nine Months Ended September 30,*
	*2023*			*2022*
Operating Activities:
Net income	$	i 9,199,331		$	i 6,450,102
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		i 2,308,272			i 2,234,790
Stock-based compensation expense		i 398,269			i 325,152
Stock-based employee match contribution		i 644,573			i 470,312
Gain on disposal of assets		( i 19,265	)		i —
Gain on sale of land		( i 6,489,976	)		( i 12,151	)
Deferred income taxes		i 776,000			i 13,900
(Gain) loss from equity investment		( i 561,991	)		i 1,274,058
Changes in operating assets and liabilities:
Accounts receivable		( i 1,001,522	)		( i 1,499,353	)
Employee retention credit		i 6,103,236			i 211,232
Increase in TIF receivable		( i 502,644	)		( i 501,306	)
Inventory, prepaid expenses and deposits		i 96,360			i 78,221
Income taxes receivable/payable and prepaid income taxes		( i 374,000	)		( i 1,286,931	)
Operating lease right-of-use asset		i 24,524			i 22,786
Operating lease liabilities		( i 24,524	)		( i 22,786	)
Accounts payable		i 116,379			i 1,595,149
Deferred revenue		( i 46,443	)		( i 160,872	)
Casino accruals		i 3,152			( i 560,636	)
Accrued wages and payroll taxes		i 581,448			i 482,430
Accrued property taxes		( i 262,755	)		i 197,175
Payable to horsepersons		( i 767,731	)		i 557,568
Net cash provided by operating activities		i 10,200,693			i 9,868,841

Investing Activities:
Additions to land, buildings, and equipment		( i 5,577,116	)		( i 2,663,322	)
Proceeds from disposal of assets		i 22,500			i —
Proceeds from sale of land		i 8,336,359			i 1,159,640
Additions for TIF eligible improvements		( i 4,160	)		( i 31,697	)
Equity investment contributions		i —			( i 397,807	)
Increase in related party receivable		( i 382,987	)		( i 145,041	)
Proceeds from sale of short term investments		i 500,000			i —
Net cash provided by (used in) investing activities		i 2,894,596			( i 2,078,227	)

Financing Activities:
Proceeds from issuance of common stock		i 94,633			i 72,554
Cash dividend paid to shareholders		( i 1,039,404	)		( i 1,019,288	)
Payments for taxes related to net share settlement of equity awards		( i 171,749	)		( i 212,608	)
Principal payments on finance lease		( i 9,219	)		( i 20,170	)
Net cash used in financing activities		( i 1,125,739	)		( i 1,179,512	)

Net increase in cash, cash equivalents, and restricted cash		i 11,969,550			i 6,611,102

Cash, cash equivalents, and restricted cash at beginning of period		i 16,106,003			i 15,598,753

Cash, cash equivalents, and restricted cash at end of period	$	i 28,075,553		$	i 22,209,855

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	$	i 28,000		$	i 53,000
Dividend declared but not yet paid		i 345,000			i 341,000
Change in investee losses in excess of equity investments		( i 636,000	)		i 1,466,000
ROU assets obtained in exchange for operating lease obligations		i 77,550			i —

Supplemental disclosure of cash flow information:
Income taxes paid, net of refunds	$	i 3,257,000		$	i 3,707,000
Interest paid		i —			i 1,000

See notes to condensed consolidated financial statements.

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business – Canterbury Park Holding Corporation’s (the “Company,” “we,” “our,” or “us”) Racetrack operations are conducted at facilities located in Shakopee, Minnesota, approximately 25 miles southwest of downtown Minneapolis. In May 1994, the Company commenced year-round horse racing simulcast operations and hosted the first annual live race meet during the summer of 1995. The Company’s live racing operations are a seasonal business, as it typically hosts live race meets each year from May until September. The Company earns additional pari-mutuel revenue by televising its live racing to out-of-state racetracks around the country. Canterbury Park’s 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 September 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 September 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 nine months ended September 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.

Accounts Receivable - We evaluate our allowance for credit losses and estimate collectability of current and non-current accounts receivable based on historical bad debt experience, our assessment of the financial condition of individual companies with which we do business, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods. The Company does not have accounts receivable with original maturities greater than one year. The allowance for credit losses and activity as of September 30, 2023 and December 31, 2022 was not material.

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 nine months of 2023, the Company received the payments in full and as of September 30, 2023 and December 31, 2022, the Company's expected one-time refunds totaling $ i 0 and $ i 6,103,236, respectively, are included on the Condensed Consolidated Balance Sheets as an employee retention credit receivable. The Company recorded $ i 6,103,236 on the Consolidated Statements of Operations as a credit to salaries and benefits expense in the 2021 fourth quarter.

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, $ i 6,174,000 and $ i 5,877,000 for the nine months ended September 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.

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 i 10 years after the grant date. Restricted stock and deferred stock grants to non-employee directors generally vest i 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 September 30, 2023 to our non-employee directors consists of only the grant of deferred stock on June 1, 2023 of i 7,818 shares with a weighted average fair value per share of $ i 23.01. There were i no unvested restricted stock or stock options outstanding to any non-employee director at September 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 nine months ended September 30, 2023, the Company granted employees deferred stock awards totaling i 19,020 shares of common stock, with a vesting term of approximately four years and a fair value of $ i 25.52 per share. During the nine months ended September 30, 2022, the Company granted employees deferred stock awards totaling i 18,600 shares of common stock, with a vesting term of approximately four years and a fair value of $ i 21.62 per share.

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

				*Weighted*
				*Average*
	*Deferred*			*Fair Value*
	*Stock*			*Per Share*
Non-Vested Balance, December 31, 2022		i 41,200		$	i 16.62
Granted		i 19,020			i 25.52
Vested		( i 20,050	)		i 14.33
Forfeited		( i 1,950	)		i 19.07
Non-Vested Balance, September 30, 2023		i 38,220		$	i 22.13

There were i no stock options outstanding to any employee or other person at September 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 $ i 398,000 and $ i 325,000 for the nine months ended September 30, 2023 and 2022. At September 30, 2023, there was approximately $ i 744,000 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 i 3.5 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 nine months ended September 30, 2023 and 2022:

Three Months Ended September 30,

Nine Months Ended September 30,

2023

2022

2023

2022

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

i 1,136,299

i 2,921,120

i 9,199,331

i 6,450,102

Weighted average shares (denominator) of common stock outstanding:

Basic

i 4,933,961

i 4,872,674

i 4,913,560

i 4,845,743

Plus dilutive effect of deferred stock awards

i 16,563

i 28,515

i 27,540

i 34,060

Diluted

i 4,950,524

i 4,901,189

i 4,941,100

i 4,879,803

Net income per common share:

Basic

i 0.23

i 0.60

i 1.87

i 1.33

Diluted

i 0.23

i 0.60

i 1.86

i 1.32

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 $ i 10,000,000 and allows for letters of credit in the aggregate amount of up to $ i 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. The outstanding balance on the line of credit was $0 at both September 30, 2023 and December 31, 2022.

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 i 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):

Nine Months Ended September 30, 2023

Horse Racing

Casino

Food and Beverage

Development

Total

Net revenues from external customers

i 11,186

i 30,322

i 7,402

i —

i 48,910

Intersegment revenues

i 194

i —

i 893

i —

i 1,087

Net interest income

i 754

i —

i 679

i 1,433

Depreciation

i 1,954

i 225

i 129

i —

i 2,308

Segment income (loss) before income taxes

( i 820

)

i 6,940

i 2,137

i 7,576

i 15,833

Segment tax expense (benefit)

( i 1,076

)

i 1,994

i 614

i 2,177

i 3,709

September 30, 2023

Segment Assets

i 88,641

i 2,199

i 33,344

i 33,084

i 157,268

Nine Months Ended September 30, 2022

Horse Racing

Casino

Food and Beverage

Development

Total

Net revenues from external customers

i 15,406

i 30,395

i 7,904

i —

i 53,705

Intersegment revenues

i 150

i —

i 785

i —

i 935

Net interest income

i 24

i —

i 597

i 621

Depreciation

i 1,860

i 226

i 149

i —

i 2,235

Segment income (loss) before income taxes

i 1,241

i 8,474

i 2,383

( i 846

)

i 11,252

Segment tax expense (benefit)

( i 309

)

i 2,322

i 653

( i 232

)

i 2,434

December 31, 2022

Segment Assets

i 71,338

i 2,425

i 30,341

i 26,475

i 130,579

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

	*Nine Months Ended September 30,*
	*2023*			*2022*
Revenues
Total net revenue for reportable segments	$	i 49,997		$	i 54,640
Elimination of intersegment revenues		( i 1,087	)		( i 935	)
Total consolidated net revenues	$	i 48,910		$	i 53,705

Income before income taxes
Total segment income (loss) before income taxes	$	i 15,833		$	i 11,252
Elimination of intersegment (income) loss before income taxes		( i 2,925	)		( i 2,368	)
Total consolidated income before income taxes	$	i 12,908		$	i 8,884

	*September 30,*			*December 31,*
	*2023*			*2022*
Assets
Total assets for reportable segments	$	i 157,268		$	i 130,579
Elimination of intercompany balances		( i 56,030	)		( i 38,303	)
Total consolidated assets	$	i 101,238		$	i 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 $ i 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 $ i 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 September 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.

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 $ i 7,380,000 and an annual marketing payment of $ i 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 nine months ended September 30, 2022, the Company recorded $ i 977,000 and $ i 1,764,000 in other revenue, incurred $ i 916,000 and $ i 1,603,000 in advertising and marketing expense, and incurred $ i 61,000 and $ i 161,000 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 nine months ended September 30, 2023, there were no purse enhancement payments or marketing payments under the CMA.

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 i 13 acres of land as its equity contribution in the Doran Canterbury I joint venture and became a i 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 nine months ended September 30, 2023, the Company recorded a loss of $ i 650,000 and income of $ i 636,000, respectively, on equity method investment related to this joint venture. The increased income for the first nine months of 2023 related to this joint venture is due to the receipt of insurance proceeds related to an outstanding claim. For the three and nine months ended September 30, 2022, the Company recorded $ i 455,000 and $ i 1,466,000, 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 $ i 2,550,000 and $ i 3,186,000 at September 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 i 10 acres of land, which were contributed to Doran Canterbury II on September 30, 2020. In connection with its contribution, Canterbury Development became a i 27.4% equity member in Doran Canterbury II with Doran owning the remaining i 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 September 30, 2023, the proportionate share of Doran Canterbury II's earnings was immaterial. During the three and nine months ended September 30, the Company did not make any contributions as an equity investment contribution in Doran Canterbury II. During the three and nine months ended September 30, 2022, the Company contributed approximately $ i 0 and $ i 398,000, respectively, 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 i 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 i 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 nine months ended September 30, 2023, the Company recorded $ i 24,000 and $ i 76,000, respectively, in loss on equity method investments related to this joint venture. For the three and nine months ended September 30, 2022, the Company recorded a loss of $ i 45,000 and income of $ i 194,000, 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 nine months ended September 30, 2023:

Equity Investment

Investee losses in excess of equity investment

Net Equity Investment

Net Equity Investment Balance at 12/31/22

i 6,863,517

( i 3,185,923

)

i 3,677,594

Q1 Equity investment income (loss)

( i 23,232

)

i 1,881,744

i 1,858,512

Q2 Equity investment income (loss)

( i 26,071

)

( i 596,109

)

( i 622,180

)

Q3 Equity investment income (loss)

( i 24,442

)

( i 649,899

)

( i 674,341

)

Net Equity Investment Balance at 9/30/23

i 6,789,772

( i 2,550,187

)

i 4,239,585

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 $ i 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 $ i 5,744,000 to an amount not to exceed $ i 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 $ i 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 the First Amendment, which is filed as 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 September 30, 2023, the Company recorded a TIF receivable of approximately $ i 13,801,000, which represents $ i 11,305,000 of principal and $ i 2,496,000 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 $ i 13,294,000, which represented $ i 11,301,000 of principal and $ i 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.

9. LEASES

The Company determines if an arrangement is a lease or contains a lease at inception. The Company leases some office equipment under finance leases. We also lease equipment related to our horse racing operations under operating leases. For lease accounting purposes, we do not separate lease and nonlease components, nor do we record operating or finance lease assets and liabilities for short term leases.

As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. We recognize expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements do not contain any variable lease payments, material residual value guarantees or any restrictive covenants.

Lease costs related to operating leases were $ i 26,785 and $ i 22,855 for the nine months ended September 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 $ i 378,134 and $ i 411,354 for the nine months ended September 30, 2023 and 2022, respectively.

Lease costs included in depreciation and amortization related to our finance leases were $ i 18,708 for both the nine months ended September 30, 2023 and 2022. 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:

		*September 30,*		*December 31,*
	*Balance Sheet Location*	*2023*		*2022*
Assets
Finance	Land, buildings and equipment, net (1)	$	i 9,754	$	i 18,973
Operating	Operating lease right-of-use assets		i 53,026		i -
Total Leased Assets		$	i 62,780	$	i 18,973

1 – Finance lease assets are net of accumulated amortization of $ i 118,044 and $ i 106,586 as of September 30, 2023 and December 31, 2022, respectively.

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

	*September 30,*			*December 31,*
	*2023*			*2022*
Weighted average remaining lease term (in years):
Finance		i 5.2			i 0.7
Operating		i 0.8			i 0.0
Weighted average discount rate (%):
Finance		i 8.5	%		i 5.0	%
Operating		i 8.0	%		i 0.0	%

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

Nine Months Ended September 30, 2023	*Operating leases*			*Finance leases*
2023 remaining	$	i —		$	i 585
2024		i 26,785			i 2,339
2025		i 28,230			i 2,339
2026		i —			i 2,339
2027 and beyond		i —			i 4,485
Total minimum lease obligations		i 55,015			i 12,088
Less: amounts representing interest		( i 1,989	)		( i 2,334	)
Present value of minimum lease payments		i 53,026			i 9,754
Less: current portion		( i 25,352	)		( i 1,570	)
Lease obligations, net of current portion	$	i 27,674		$	i 8,184

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 $ i 2,485,000 and $ i 2,269,000 as of September 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 $ i 451,000 and $ i 275,000 as of September 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 $ i 2,000 and $ i 11,000 as of September 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.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Canterbury Park Holding Corporation and its subsidiaries, 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.

Operations Review for the Three and Nine Months Ended September 30, 2023:

Revenues:

Total net revenues for the three months ended September 30, 2023 were $19,269,000, a decrease of $3,024,000, or 13.6%, compared to total net revenues of $22,292,000 for the three months ended September 30, 2022. Total net revenues for the nine months ended September 30, 2023 were $48,910,000, a decrease of $4,795,000, or 8.9%, compared to total net revenues of $53,705,000 for the nine months ended September 30, 2022. See below for a further discussion of our sources of revenues.

Casino Revenue:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Poker Games Collection	$	1,844,000	$	1,925,000	$	5,665,000	$	5,705,000
Other Poker Revenue		739,000		715,000		2,253,000		2,066,000
Total Poker Revenue		2,583,000		2,640,000		7,918,000		7,771,000

Table Games Collection		7,037,000		6,822,000		20,567,000		20,850,000
Other Table Games Revenue		604,000		578,000		1,837,000		1,773,000
Total Table Games Revenue		7,641,000		7,400,000		22,404,000		22,623,000

Total Casino Revenue	$	10,224,000	$	10,040,000	$	30,322,000	$	30,394,000

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 remained relatively flat, increasing $184,000, or 1.8%, and decreasing $72,000, or 0.2%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022.

Pari-Mutuel Revenue:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Simulcast	$	906,000	$	901,000	$	2,848,000	$	2,997,000
Live Racing		1,047,000		1,214,000		1,526,000		1,890,000
Guest Fees		1,082,000		2,133,000		1,533,000		3,449,000
Other revenue		370,000		483,000		1,103,000		1,263,000
Total Pari-Mutuel Revenue	$	3,405,000	$	4,731,000	$	7,010,000	$	9,599,000

Total pari-mutuel revenue decreased $1,326,000, or 28%, and $2,589,000, or 27%, for the three and nine months ended September 30, 2023, respectively, 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 (53 race days in 2023 compared to 64 race days in 2022) as well as decreased guest fees from out-state-handle on our live racing product.

Food and Beverage Revenue:

Food and beverage revenue decreased $603,000, or 15.4%, and $342,000, or 4.8%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The decrease in food and beverage revenues for the three and nine month periods is primarily due to Twin Cities Summer Jam not taking place in the third quarter of 2023 as it did during the third quarter of 2022.

Other Revenue:

Other revenue decreased $1,280,000, or 35.5%, and $1,791,000, or 27.3%, for the three and nine months ended September 30, 2023, respectively, 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 decreased $422,000, or 2.4%, and increased $307,000, or 0.7%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The following paragraphs provide further detail regarding certain operating expenses.

Purse expense decreased $386,000, or 12.9%, and $897,000, or 12.9%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The decrease for the three months ended September 30, 2023 is primarily due to the decrease in pari-mutuel revenues while the decrease for the nine months ended September 30, 2023 is primarily due to decreases of both pari-mutuel and Casino revenues.

Salaries and benefits increased $385,000, or 5.6%, and $1,042,000, or 5.5%, for the three and nine months ended September 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 $204,000, or 14.9%, and $204,000, or 7.4%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The decrease is primarily due to the decreased food and beverage revenue due to Twin Cities Summer Jam not taking place in 2023 as noted above.

Advertising and marketing costs decreased $680,000, or 43.4%, and $922,000, or 33.7%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The decrease is attributed to the expiration of the Cooperative Marketing Agreement mentioned above in the other revenues section.

Professional and contracted services increased $713,000, or 45.4%, and $1,076,000, or 28.5%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The increase in professional expense relates to long-term strategic growth initiatives being pursued as part of the execution on our five-year strategic plan focused on growing Casino revenue.

Other operating expenses decreased $213,000, or 13.3%, and increased $317,000, or 8.3%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The decrease for the three months ended September 30, 2023 is primarily due to lower costs for promoter expenses related to our summer concert series. The increase for the nine months ended September 30, 2023 is 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), Net:

Other loss, net, for the three months ended September 30, 2023 was $137,000, an increase of $140,000, compared to a net other loss of $277,000 for the three months ended September 30, 2022. Other income, net, for the nine months ended September 30, 2023 was $1,995,000, an increase of $2,649,000, compared to a net other loss of $653,000 for the nine months ended September 30, 2022. The increase for the nine months ended September 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 nine month increases was increased interest income due to the Company transferring available cash into certificates of deposit and money market funds 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.

The Company recorded a provision for income taxes of $533,000 and $1,210,000 for the three months ended September 30, 2023 and 2022, respectively. The Company recorded a provision for income taxes of $3,709,000 and $2,434,000 for the nine months ended September 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 decrease in our tax expense for the three months ended September 30, 2023 is primarily due to a decrease in income before taxes. Our effective tax rate was 31.9% and 28.7% for the three and nine months ended September 30, 2023, respectively. Our effective tax rate was 29.3% and 27.4% for the three and nine months ended September 30, 2022, respectively. The small fluctuations in the effective tax rates are primarily the result of discrete items that occurred during the three and nine months ended September 30, 2023.

The Company recorded net income of $1,136,000 and $9,199,000 for the three and nine months ended September 30, 2023, respectively. The Company recorded net income of $2,921,000 and $6,450,000 for the three and nine months ended September 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 nine months ended September 30, 2023, Adjusted EBITDA excluded depreciation relating to equity investments, gain on sale of land and disposal of assets, a gain on insurance proceeds related to the equity investment in Doran Canterbury I, as well as depreciation and 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.

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 nine months ended September 30, 2023 and 2022:

Summary of EBITDA Data

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
NET INCOME	$	1,136,299		$	2,921,120		$	9,199,331		$	6,450,102
Interest income, net		(536,904	)		(222,671	)		(1,433,353	)		(620,811	)
Income tax expense		533,000			1,209,777			3,709,000			2,434,078
Depreciation		831,379			747,267			2,308,272			2,234,790
EBITDA		1,963,774			4,655,493			13,783,250			10,498,159
Gain on disposal of assets		(19,265	)		—			(19,265	)		—
Gain on sale of land		—			—			(6,489,976	)		(12,151	)
Gain on insurance proceeds related to equity investments		—			—			(2,528,901	)		—
Depreciation and amortization related to equity investments		438,011			445,181			1,313,986			1,340,856
Interest expense related to equity investments		467,571			240,418			1,292,627			625,401
ADJUSTED EBITDA	$	2,850,091		$	5,341,092			7,351,721			12,452,265

Adjusted EBITDA decreased $2,491,000, or 46.6%, and $5,101,000, or 41.0%, for the three and nine months ended September 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 nine months ended September 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 as well as the gain on sale of land to Swervo Development, which were not present in other periods. For the three and nine months ended September 30, 2023, Adjusted EBITDA as a percentage of net revenue was 14.8% and 15.0%, respectively. For the three and nine months ended September 30, 2022, Adjusted EBITDA as a percentage of net revenue was 24.0% and 23.2%, 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.

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 September 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 September 30, 2023. As of September 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 September 30, 2023 was $28,076,000 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 at least 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. In August 2023, the Company received approval for the first phase of the barn relocation and redevelopment plan, which is expected to take approximately one year to complete. 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 nine months ended September 30, 2023 was $10,201,000, primarily as a result of the following: the Company reported net income of $9,199,000, depreciation of $2,308,000, deferred income taxes of $776,000, and stock-based compensation and 401(k) match totaling $1,043,000, offset by a gain from equity investment of $562,000 and a gain on land sale of $6,490,000. The Company experienced an increase in cash related to an employee retention credit receivable of $6,103,000, offset by a decrease in amounts payable to horsepersons of $768,000 and an increase in accounts receivable of $1,002,000 for the nine months ended September 30, 2023.

Net cash provided by operating activities for the nine months ended September 30, 2022 was $9,869,000, primarily as a result of the following: the Company reported net income of $6,450,000, depreciation of $2,235,000, a loss from equity investment of $1,274,000, and stock-based compensation and 401(k) match totaling $795,000. Primarily due to timing of our live racing season, the Company also experienced an increase in accounts payable of $1,595,000 and an increase to payable to horsepersons of $558,000, offset by a decrease in accounts receivable of $1,499,000 and income taxes receivable and prepaid income taxes of $1,287,000 for the nine months ended September 30, 2022.

Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2023 was $2,895,000, primarily due to net proceeds received from the sale of land of $8,337,000, offset by $5,577,000 in additions to land, buildings, and equipment.

Net cash used in investing activities for the first nine months of 2022 was $2,078,000, primarily due to $2,663,000 in additions to land, buildings, equipment, and $398,000 in equity investment contributions, which was somewhat offset by $1,160,000 in net proceeds received from the sale of land .

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2023 was $1,126,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards. The Company declared a cash dividend of $0.07 per share payable each quarter during the nine months ended September 30, 2023.

Net cash used in financing activities during the first nine months of 2022 was $1,180,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards. The Company declared a cash dividend of $0.14 per share payable during the first quarter followed by a $0.07 per share payable for the second and third quarters during the nine months ended September 30, 2022.

Critical Accounting 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.

These accounting estimates are described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Management made no changes to the Company’s critical accounting estimates during the quarter ended September 30, 2023. In applying its critical accounting estimates, management reassesses its estimates each reporting period based on available information. Changes in these estimates did not have a significant impact on earnings for the quarter ended September 30, 2023.

The development and selection of critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board of Directors. We believe the current assumptions and other considerations used to estimate amounts reflected in our Condensed Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our Condensed Consolidated Financial Statements, the resulting changes could have a material adverse effect on our financial condition, results of operations and cash flows.

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

As of September 30, 2023, the Company recorded a TIF receivable on its Consolidated Balance Sheet of approximately $13,801,000, which represents $11,305,000 of principal and $2,496,000 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 for the three and nine months ended September 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.

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 nine months ended September 30, 2022, the Company recorded $977,000 and $1,764,000 in other revenue, incurred $916,000 and $1,603,000 in advertising and marketing expense, and incurred $61,000 and $161,000 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 nine months ended September 30, 2023, there were no purse enhancement payments or marketing payments under the CMA.

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 did 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.

●

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.

(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 September 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 September 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.

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).

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

99.1	Press Release dated November 9, 2023 announcing 2023 Third Quarter Results.

101	The following financial information from Canterbury Park Holding Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, formatted in Inline eXtensible Business Reporting Language XBRL: (i) Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, (ii) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and September 30, 2022, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and September 30, 2022, (iv) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and September 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: November 13, 2023	/s/ *Randall D. Sampson*
	Randall D. Sampson
	President and Chief Executive Officer (principal executive officer)


Dated: November 13, 2023	/s/ *Randy J. Dehmer*
	Randy J. Dehmer
	Chief Financial Officer (principal financial officer, principal accounting officer)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	7/17/27
	1/31/24
	12/31/23
Filed on:	11/13/23
	11/10/23
For Period end:	9/30/23
	6/30/23	10-Q
	6/1/23	4, 8-K, 8-K/A, DEF 14A
	1/1/23
	12/31/22	10-K, 5
	10/27/22
	9/30/22	10-Q, EFFECT
	6/30/22	10-Q, 5
	1/31/22	8-K
	1/25/22	8-K
	12/31/21	10-K, 5
	12/21/21
	9/7/21
	9/30/20	10-Q, 8-K
	7/30/20
	7/1/20
	6/16/20
	3/16/20	8-K
	12/31/19	10-K, 5
	12/20/18
	9/27/18
	8/18/18
	8/10/18
	8/8/18
	4/2/18	8-K
	6/4/12
	3/4/12
		List all Filings

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Filing Submission 0001437749-23-031653 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Canterbury Park Holding Corp. – ‘10-Q’ for 9/30/23

On: Monday, 11/13/23, at 4:35pm ET · For: 9/30/23 · Accession #: 1437749-23-31653 · File #: 1-37858

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