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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____. |
Commission File Number:
| CANTERBURY PARK HOLDING CORPORATION |
| (Exact Name of Registrant as Specified in Its Charter) |
| (State or Other Jurisdiction of Incorporation or | (I.R.S. Employer | |||
| Organization) | Identification No.) |
|
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(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of each exchange on which registered |
| |
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ |
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
| ☒ | No | ☐ |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||
| ☒ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
| Yes | No | ☒ |
The Company had
Canterbury Park Holding Corporation
INDEX
| Page |
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| PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (unaudited) |
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| Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
2 | ||
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3 | |
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4 | |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 |
5 |
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7 | |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
16 | |
| Item 3. |
21 | ||
| Item 4. |
21 | ||
| PART II. |
OTHER INFORMATION |
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| Item 1. |
22 | ||
| Item 1A. |
22 | ||
| Item 2. |
22 | ||
| Item 3. |
22 | ||
| Item 4. |
22 | ||
| Item 5. |
22 | ||
| Item 6. |
23 | ||
| 23 | |||
PART 1 – FINANCIAL INFORMATION
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) |
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| June 30, |
December 31, |
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| 2026 |
2025 |
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| ASSETS |
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| CURRENT ASSETS |
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| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash |
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| Short-term investments |
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| Accounts receivable, net of allowance of $ for both periods |
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| Inventory |
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| Prepaid expenses |
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| Income taxes receivable and prepaid income taxes |
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| Total Current Assets |
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| LONG-TERM ASSETS |
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| Deposits |
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| Other prepaid expenses |
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| TIF receivable |
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| Related party receivable |
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| Equity investment |
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| Other long-term receivables |
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| Land held for development |
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| Land, buildings, and equipment, net |
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| Total Long-term Assets |
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| TOTAL ASSETS |
$ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| CURRENT LIABILITIES |
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| Accounts payable |
$ | $ | ||||||
| Casino accruals |
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| Accrued wages and payroll taxes |
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| Cash dividend payable |
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| Accrued property taxes |
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| Deferred revenue |
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| Payable to horsepersons |
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| Current portion of finance lease obligations |
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| Total Current Liabilities |
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| LONG-TERM LIABILITIES |
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| Deferred income taxes |
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| Investee losses in excess of equity investment |
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| Finance lease obligations, net of current portion |
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| Total Long-term Liabilities |
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| TOTAL LIABILITIES |
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| STOCKHOLDERS’ EQUITY |
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| Common stock, $ par value, shares authorized, and respectively, shares issued and outstanding |
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| Additional paid-in capital |
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| Retained earnings |
||||||||
| Total Stockholders’ Equity |
||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ | $ | ||||||
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| OPERATING REVENUES: |
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| Casino |
$ | $ | $ | $ | ||||||||||||
| Pari-mutuel |
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| Food and beverage |
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| Other |
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| Total Net Revenues |
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| OPERATING EXPENSES: |
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| Purse expense |
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| Minnesota Breeders’ Fund |
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| Other pari-mutuel expenses |
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| Salaries and benefits |
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| Cost of food and beverage and other sales |
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| Depreciation and amortization |
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| Utilities |
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| Advertising and marketing |
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| Professional and contracted services |
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| Gain on disposal of assets |
( |
) | ( |
) | ||||||||||||
| Other operating expenses |
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| Total Operating Expenses |
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| INCOME FROM OPERATIONS |
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| OTHER INCOME (LOSS) |
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| Loss from equity investment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Interest income, net |
||||||||||||||||
| Net Other Loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| (LOSS) INCOME BEFORE INCOME TAXES |
( |
) | ( |
) | ( |
) | ||||||||||
| INCOME TAX BENEFIT (EXPENSE) |
( |
) | ||||||||||||||
| NET (LOSS) INCOME |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Basic earnings (loss) per share |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Diluted earnings (loss) per share |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Weighted average basic shares outstanding |
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| Weighted average diluted shares |
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| Cash dividends declared per share |
$ | $ | $ | $ | ||||||||||||
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the three months ended June 30, 2026
| Number of |
Common |
Additional |
Retained |
|||||||||||||||||
| Shares |
Stock |
Paid-in Capital |
Earnings |
Total |
||||||||||||||||
| Balance at March 31, 2026 |
$ | $ | $ | $ | ||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Dividend declared |
— | ( |
) | ( |
) | |||||||||||||||
| 401(k) stock match |
||||||||||||||||||||
| Issuance of deferred stock awards |
( |
) | ||||||||||||||||||
| Shares issued under Employee Stock Purchase Plan |
||||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balance at June 30, 2026 |
$ | $ | $ | $ | ||||||||||||||||
For the six months ended June 30, 2026
| Number of |
Common |
Additional |
Retained |
|||||||||||||||||
| Shares |
Stock |
Paid-in Capital |
Earnings |
Total |
||||||||||||||||
| Balance at December 31, 2025 |
$ | $ | $ | $ | ||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Dividend declared |
— | ( |
) | ( |
) | |||||||||||||||
| 401(K) stock match |
||||||||||||||||||||
| Issuance of deferred stock awards |
( |
) | ( |
) | ||||||||||||||||
| Shares issued under Employee Stock Purchase Plan |
||||||||||||||||||||
| Net income |
— | |||||||||||||||||||
| Balance at June 30, 2026 |
$ | $ | $ | $ | ||||||||||||||||
For the three months ended June 30, 2025
| Number of |
Common |
Additional |
Retained |
|||||||||||||||||
| Shares |
Stock |
Paid-in Capital |
Earnings |
Total |
||||||||||||||||
| Balance at March 31, 2025 |
$ | $ | $ | $ | ||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Dividend declared |
— | ( |
) | ( |
) | |||||||||||||||
| 401(k) stock match |
||||||||||||||||||||
| Issuance of deferred stock awards |
( |
) | ||||||||||||||||||
| Shares issued under Employee Stock Purchase Plan |
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| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balance at June 30, 2025 |
$ | $ | $ | $ | ||||||||||||||||
For the six months ended June 30, 2025
| Number of |
Common |
Additional |
Retained |
|||||||||||||||||
| Shares |
Stock |
Paid-in Capital |
Earnings |
Total |
||||||||||||||||
| Balance at December 31, 2024 |
$ | $ | $ | $ | ||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Dividend declared |
— | ( |
) | ( |
) | |||||||||||||||
| 401(K) stock match |
||||||||||||||||||||
| Issuance of deferred stock awards |
( |
) | ( |
) | ||||||||||||||||
| Shares issued under Employee Stock Purchase Plan |
||||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balance at June 30, 2025 |
$ | $ | $ | $ | ||||||||||||||||
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Operating Activities: |
||||||||
| Net income (loss) |
$ | $ | ( |
) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Stock-based compensation expense |
||||||||
| Stock-based employee match contribution |
||||||||
| Gain on disposal of assets |
( |
) | ||||||
| Deferred income taxes |
||||||||
| Loss from equity investment |
||||||||
| Impairment to other long-term receivables |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
( |
) | ( |
) | ||||
| TIF receivable |
( |
) | ( |
) | ||||
| Inventory, prepaid expenses and deposits |
( |
) | ||||||
| Income taxes receivable and prepaid income taxes |
||||||||
| Other long-term receivables |
( |
) | ||||||
| Operating lease right-of-use asset |
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| Operating lease liabilities |
( |
) | ||||||
| Accounts payable |
( |
) | ||||||
| Deferred revenue |
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| Casino accruals |
( |
) | ||||||
| Accrued wages and payroll taxes |
( |
) | ||||||
| Accrued property taxes |
( |
) | ||||||
| Payable to horsepersons |
||||||||
| Net cash provided by operating activities |
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| Investing Activities: |
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| Additions to land, buildings, and equipment |
( |
) | ( |
) | ||||
| Proceeds from disposal of assets |
||||||||
| Additions for TIF eligible improvements |
( |
) | ( |
) | ||||
| Equity investment contributions |
( |
) | ||||||
| Increase in related party receivable |
( |
) | ( |
) | ||||
| Proceeds from sale of short-term investments |
||||||||
| Purchase of short-term investments |
( |
) | ( |
) | ||||
| Cash dividends received from investments |
||||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Financing Activities: |
||||||||
| Proceeds from issuance of common stock |
||||||||
| Cash dividend paid to shareholders |
( |
) | ( |
) | ||||
| Payments for taxes related to net share settlement of equity awards |
( |
) | ( |
) | ||||
| Principal payments on finance leases |
( |
) | ( |
) | ||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Net increase in cash, cash equivalents, and restricted cash |
||||||||
| Cash, cash equivalents, and restricted cash at beginning of period |
||||||||
| Cash, cash equivalents, and restricted cash at end of period |
$ | $ | ||||||
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
| Schedule of non-cash investing and financing activities |
||||||||
| Additions to land, buildings, and equipment funded through accounts payable |
$ | $ | ||||||
| Dividend declared but not yet paid |
||||||||
| Change in investee losses in excess of equity investments |
||||||||
| Supplemental disclosure of cash flow information: |
||||||||
| Interest paid |
$ | $ |
See notes to condensed consolidated financial statements.
CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business – Canterbury Park Holding Corporation’s (the “Company,” “we,” “our,” or “us”) Racetrack operations are conducted at facilities located in Shakopee, Minnesota, approximately 20 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, 2025, included in its Annual Report on Form 10-K (the “2025 Form 10-K”).
The condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, and the related condensed consolidated statements of operations, stockholders’ equity, and the cash flows for the periods ended June 30, 2026 and 2025 have been prepared by Company management. In the opinion of management, all adjustments (which include only normal recurring adjustments, except where noted) necessary to present fairly the financial position, results of operations, statement of stockholders’ equity, and cash flows at June 30, 2026 and 2025 and for the periods then ended have been made.
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 |
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| ● |
Identification of the performance obligations in the contract |
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| ● |
Determination of the transaction price |
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| ● |
Allocation of the transaction price to the performance obligation in the contract |
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| ● |
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, the Company 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 2026. Accordingly, there were no awards outstanding under the LTI Plan during the six months ended June 30, 2026 and 2025.
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. Restricted stock and deferred stock grants to non-employee directors generally vest
Board of Directors deferred stock transactions during the six months ended June 30, 2026 are summarized as follows:
| Weighted |
||||||||
| Average |
||||||||
| Deferred |
Fair Value |
|||||||
| Stock |
Per Share |
|||||||
| Non-Vested Balance, December 31, 2025 |
$ | |||||||
| Granted |
||||||||
| Vested |
( |
) | ||||||
| Forfeited |
||||||||
| Non-Vested Balance, June 30, 2026 |
$ | |||||||
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 to years. Deferred stock awards represent the right to receive shares of the Company's common stock upon vesting.
During the six months ended June 30, 2026, the Company granted employees deferred stock awards totaling
Employee deferred stock transactions during the six months ended June 30, 2026 are summarized as follows:
| Weighted |
||||||||
| Average |
||||||||
| Deferred |
Fair Value |
|||||||
| Stock |
Per Share |
|||||||
| Non-Vested Balance, December 31, 2025 |
$ | |||||||
| Granted |
||||||||
| Vested |
( |
) | ||||||
| Forfeited |
||||||||
| Non-Vested Balance, June 30, 2026 |
$ | |||||||
There were
3. NET INCOME PER SHARE COMPUTATIONS
The following is a reconciliation of the numerator and denominator of the earnings per common share computations for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net (loss) income (numerator) amounts used for basic and diluted per share computations: |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Weighted average shares (denominator) of common stock outstanding: |
||||||||||||||||
| Basic |
||||||||||||||||
| Plus dilutive effect of deferred stock awards |
||||||||||||||||
| Diluted |
||||||||||||||||
| Net (loss) income per common share: |
||||||||||||||||
| Basic |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Diluted |
( |
) | ( |
) | ( |
) | ||||||||||
4. GENERAL CREDIT AGREEMENT
The Company has a general credit and security agreement with a financial institution. The agreement was amended as of February 28, 2021 to extend the maturity date to January 31, 2024 and increase its revolving credit line up to $
5. OPERATING SEGMENTS
The Company's chief operating decision maker is its Chief Executive Officer and President, Randall D. Sampson. The Company has 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 the processes to produce those products and services. The Minnesota Racing Commission regulates the horse racing and Casino segments.
Depreciation and amortization, interest, income taxes, and certain other overhead expenses are allocated to the segments, but no allocation is made to the food and beverage segment for shared facilities. However, the food and beverage segment pays approximately
The following tables represent a disaggregation of revenues from contracts with customers along with the Company’s operating segments (in 000’s):
| For the Three Months Ended June 30, 2026 |
||||||||||||||||||||
| Horse Racing |
Casino |
Food and Beverage |
Development |
Total |
||||||||||||||||
| Net revenues from external customers |
$ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues |
||||||||||||||||||||
| Net interest income |
||||||||||||||||||||
| Depreciation and amortization |
||||||||||||||||||||
| Segment income (loss) before income taxes |
( |
) | ( |
) | ( |
) | ||||||||||||||
| Segment tax expense (benefit) |
( |
) | ( |
) | ( |
) | ||||||||||||||
| For the Six Months Ended June 30, 2026 |
||||||||||||||||||||
| Horse Racing |
Casino |
Food and Beverage |
Development |
Total |
||||||||||||||||
| Net revenues from external customers |
$ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues |
||||||||||||||||||||
| Net interest income |
||||||||||||||||||||
| Depreciation and amortization |
||||||||||||||||||||
| Segment income (loss) before income taxes |
( |
) | ( |
) | ||||||||||||||||
| Segment tax expense (benefit) |
( |
) | ( |
) | ||||||||||||||||
| June 30, 2026 |
||||||||||||||||||||
| Segment Assets |
$ | $ | $ | $ | $ | |||||||||||||||
| For the Three Months Ended June 30, 2025 |
||||||||||||||||||||
| Horse Racing |
Casino |
Food and Beverage |
Development |
Total |
||||||||||||||||
| Net revenues from external customers |
$ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues |
||||||||||||||||||||
| Net interest income |
||||||||||||||||||||
| Depreciation and amortization |
||||||||||||||||||||
| Segment income (loss) before income taxes |
( |
) | ( |
) | ( |
) | ||||||||||||||
| Segment tax expense (benefit) |
( |
) | ( |
) | ( |
) | ||||||||||||||
| For the Six Months Ended June 30, 2025 |
||||||||||||||||||||
| Horse Racing |
Casino |
Food and Beverage |
Development |
Total |
||||||||||||||||
| Net revenues from external customers |
$ | $ | $ | $ | $ | |||||||||||||||
| Intersegment revenues |
||||||||||||||||||||
| Net interest income |
||||||||||||||||||||
| Depreciation and amortization |
||||||||||||||||||||
| Segment income (loss) before income taxes |
( |
) | ( |
) | ( |
) | ||||||||||||||
| Segment tax expense (benefit) |
( |
) | ( |
) | ( |
) | ||||||||||||||
| December 31, 2025 |
||||||||||||||||||||
| Segment Assets |
$ | $ | $ | $ | $ | |||||||||||||||
The following are reconciliations of reportable segment revenues, income before income taxes, and assets, to the Company’s consolidated totals (in 000’s):
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Revenues |
||||||||||||||||
| Total net revenue for reportable segments |
$ | $ | $ | $ | ||||||||||||
| Elimination of intersegment revenues |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total consolidated net revenues |
$ | $ | $ | $ | ||||||||||||
| Income (loss) before income taxes |
||||||||||||||||
| Total segment income (loss) before income taxes |
$ | $ | $ | $ | ( |
) | ||||||||||
| Elimination of intersegment income before income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total consolidated income (loss) before income taxes |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) |
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Assets |
||||||||
| Total assets for reportable segments |
$ | $ | ||||||
| Elimination of intercompany balances |
( |
) | ( |
) | ||||
| Total consolidated assets |
$ | $ | ||||||
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”) relating to debt financing by Doran Canterbury I, LLC as borrower, which is guaranteed by Doran affiliates. Under the Indemnity Agreement, the Company is obligated to reimburse and indemnify each loan guarantor for any amounts paid by such loan guarantor to the lender on debt financing by Doran Canterbury I, LLC, up to a maximum of $
Effective December 18, 2024, the Company entered into an Indemnity Agreement with affiliates of Doran relating to debt financing by Doran Canterbury II, LLC as borrower, which is guaranteed by Doran affiliates. Under the Indemnity Agreement, the Company is obligated to reimburse and indemnify each loan guarantor for any amounts paid by such loan guarantor to the lender on debt financing by Doran Canterbury II, LLC, up to a maximum of $
Effective December 21, 2023, the Company entered into its annual live race meet and purse fund contribution agreement with the Minnesota Horsemen’s Benevolent & Protective Association (“MNHBPA”) and the Minnesota Quarter Horse Racing Association (“MQHRA”) regarding the 2024 live race meet. In an effort to increase field size and improve the quality of racing for the 2024 season, the Company guaranteed purses for overnight races at $
Effective January 31, 2025, the Company entered into its annual live race meet and purse fund contribution agreement with the MNHBPA and the MQHRA regarding the 2025 live race meet. In an effort to maintain field size and improve the quality of racing for the 2025 season, the Company guaranteed an additional $
The combined amounts from the 2024 and 2025 live race meet agreements of $
As mentioned above, in the event that additional purse revenue is secured within the five years following the 2025 live race meet through additional forms of gaming at the Company, new revenue streams, or legislative action, the Company will be eligible for reimbursement of the actual 2024 and 2025 overpayment amounts from those purse supplements. Management believes it is likely that additional purse supplements will ultimately be obtained when considering both the length of time to secure such funds and the fact that legislation has been introduced in both chambers of the Minnesota legislature that would provide those supplements through revenues from taxes paid by sports wagering licenses. However, management evaluates the collectability of this receivable on an ongoing basis. In evaluating collectability, management considers consecutive legislative sessions without enactment of qualifying legislation, the reduction in the remaining contractual recovery period, and the continued uncertainty regarding the timing and magnitude of potential future purse supplements. Based on this evaluation, management concluded that the carrying amount of this receivable exceeded the amount expected to be recovered. Therefore, during the three and six months ended June 30, 2026, the Company recorded a partial impairment charge of $
Effective January 30, 2026, the Company entered into its annual live race meet and purse fund contribution agreement with the MNHBPA and the MQHRA regarding the 2026 live race meet. This 2026 live race agreement does not include any additional guarantees by the Company to fund or distribute purse monies above the minimum amount defined in statute.
The Company is periodically involved in various claims and legal actions arising in the normal course of business. Management believes that the resolution of any pending claims and legal actions at June 30, 2026 and as of the date of this report, will not have a material impact on the Company’s consolidated financial position 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. 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
We are a party to a contribution and indemnity agreement with affiliates of Doran relating to debt financing by Doran Canterbury I as borrower, which is guaranteed by Doran affiliates. Under the contribution and indemnity agreement, as amended, the Company is obligated to reimburse and indemnify each loan guarantor for any amounts paid by such loan guarantor to the lender on debt financing by Doran Canterbury I, up to a maximum of $
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. On September 30, 2020, Canterbury Development LLC contributed approximately
We are a party to a contribution and indemnity agreement with affiliates of Doran relating to debt financing by Doran Canterbury II as borrower, which is guaranteed by Doran affiliates. Under the contribution and indemnity agreement, as amended, the Company is obligated to reimburse and indemnify each loan guarantor for any amounts paid by such loan guarantor to the lender on debt financing by Doran Canterbury II, up to a maximum of $
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
Trackside Investments, LLC
On September 20, 2023, Canterbury Development LLC, entered into an Operating Agreement with Trackside Holdings, LLC as the two members of a Minnesota limited liability company named Trackside Investments, LLC ("Trackside Investments"). Trackside Investments was formed as a joint venture for the development of an approximately
Financial information from the financial statements of the Company's joint ventures, Doran Canterbury I, LLC (Doran I), Doran Canterbury II, LLC (Doran II), and all the Company's other joint ventures are summarized as follows:
| As of June 30, 2026 |
||||||||||||||||
| Total |
Doran I |
Doran II |
Other |
|||||||||||||
| Current assets |
$ | $ | $ | $ | ||||||||||||
| Noncurrent assets |
||||||||||||||||
| Current liabilities |
||||||||||||||||
| Noncurrent liabilities |
||||||||||||||||
| Joint ventures' equity |
( |
) | ( |
) | ||||||||||||
| CPHC share of joint ventures' equity |
( |
) | ( |
) | ( |
) | ||||||||||
| Three Months Ended June 30, 2026 |
||||||||||||||||
| Total |
Doran I |
Doran II |
Other |
|||||||||||||
| Net sales |
$ | $ | $ | $ | ||||||||||||
| Gross profit |
||||||||||||||||
| Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC share of equity in losses of joint ventures |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC's dividends received from joint ventures |
( |
) | ( |
) | ||||||||||||
| Six Months Ended June 30, 2026 |
||||||||||||||||
| Total |
Doran I |
Doran II |
Other |
|||||||||||||
| Net sales |
$ | $ | $ | $ | ||||||||||||
| Gross profit |
||||||||||||||||
| Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC share of equity in losses of joint ventures |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC's dividends received from joint ventures |
( |
) | ( |
) | ||||||||||||
| As of December 31, 2025 |
||||||||||||||||
| Total |
Doran I |
Doran II |
Other |
|||||||||||||
| Current assets |
$ | $ | $ | $ | ||||||||||||
| Noncurrent assets |
||||||||||||||||
| Current liabilities |
||||||||||||||||
| Noncurrent liabilities |
||||||||||||||||
| Joint ventures' equity |
( |
) | ( |
) | ( |
) | ||||||||||
| CPHC share of joint ventures' equity |
( |
) | ( |
) | ( |
) | ||||||||||
| Three Months Ended June 30, 2025 |
||||||||||||||||
| Total |
Doran I |
Doran II |
Other |
|||||||||||||
| Net sales |
$ | $ | $ | $ | ||||||||||||
| Gross profit (loss) |
( |
) | ||||||||||||||
| Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC share of equity in losses of joint ventures |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC's dividends received from joint ventures |
( |
) | ( |
) | ||||||||||||
| Six Months Ended June 30, 2025 |
||||||||||||||||
| Total |
Doran I |
Doran II |
Other |
|||||||||||||
| Net sales |
$ | $ | $ | $ | ||||||||||||
| Gross profit (loss) |
( |
) | ( |
) | ||||||||||||
| Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC share of equity in losses of joint ventures |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| CPHC's dividends received from joint ventures |
( |
) | ( |
) | ||||||||||||
Tax Increment Financing
On August 8, 2018, the City Council of the City of Shakopee, Minnesota approved a Contract for Private Redevelopment (“Redevelopment Agreement”) between the City of Shakopee Economic Development Authority (“Shakopee EDA”) and Canterbury Park Holding Corporation and its subsidiary Canterbury Development LLC in connection with a Tax Increment Financing District (“TIF District”) that the City had approved in April 2018. The City of Shakopee, the Shakopee EDA and the Company entered into the Redevelopment Agreement on August 10, 2018.
Under the Original Agreement, the Company agreed to undertake a number of specific infrastructure improvements within the TIF District, and the City agreed that a portion of the tax revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing these improvements. Under the Original Agreement, the total estimated cost of TIF eligible improvements to be borne by the Company was $
On January 25, 2022, the Company received the fully executed First Amendment to the Contract for Private Redevelopment (the “First Amendment”) among the Company, the City of Shakopee, and the Shakopee EDA, which is effective as of September 7, 2021. Under the First Amendment and as part of the authorized changes regarding the responsibilities of the Company and the City, improvements on Unbridled Avenue will be primarily constructed by the City of Shakopee. As a result, the total estimated cost of TIF eligible improvements to be borne by the Company was reduced by $
A detailed Schedule of the Public Improvements under the First Amendment, the timeline for their construction and the source and amount of funding is set forth in 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 June 30, 2026, the Company recorded a TIF receivable of approximately $
During the year ended 2025, the Company received its first payment from the City of Shakopee totaling $
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.
8. LEASES
The Company determines if an arrangement is a lease or contains a lease at inception. The Company leases some office equipment under finance leases. We also lease equipment related to our horse racing operations under operating leases. For lease accounting purposes, we do not separate lease and nonlease components, nor do we record operating or finance lease assets and liabilities for short term leases.
As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. We recognize expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements do not contain any variable lease payments, material residual value guarantees or any restrictive covenants.
Lease costs related to operating leases were $
Lease costs included in depreciation and amortization related to our finance leases were $
The following table shows the classification of the right of use assets on our consolidated balance sheets:
| June 30, |
December 31, |
||||||||
| Balance Sheet Location |
2026 |
2025 |
|||||||
| Assets |
|||||||||
| Finance |
Land, buildings and equipment, net (1) |
$ | $ | ||||||
| Total Leased Assets |
$ | $ | |||||||
1 – Finance lease assets are net of accumulated amortization of $
The following table shows the lease terms and discount rates related to our leases:
| June 30, | December 31, | |||||||
| 2026 |
2025 |
|||||||
| Weighted average remaining lease term (in years): |
||||||||
| Finance |
||||||||
| Weighted average discount rate (%): |
||||||||
| Finance |
% | % | ||||||
The maturity of finance leases as of June 30, 2026 are as follows:
| Finance leases |
||||
| 2026 remaining |
$ | |||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 and beyond |
||||
| Total minimum lease obligations |
||||
| Less: amounts representing interest |
( |
) | ||
| Present value of minimum lease payments |
||||
| Less: current portion |
( |
) | ||
| Lease obligations, net of current portion |
$ | |||
9. RELATED PARTY RECEIVABLES
Since 2019, the Company has loaned money to the Doran Canterbury I and II joint ventures in member loans totaling approximately $
The Company evaluates the collectability of the related party receivables from the Doran Canterbury I and II joint ventures on an ongoing basis. In evaluating collectability, management considers the joint ventures' financial condition, liquidity, historical and projected operating performance, and expected future cash flows, as well as the Company's ownership interest and involvement.
Based on this evaluation, management determined that the outstanding balances are collectible as of June 30, 2026. Management's assessment considered the joint ventures' forecasted cash flows and expected operating performance, which management believes will enable the joint ventures to meet their payment obligations. Accordingly, no allowance for credit losses has been recorded for this receivable as of June 30, 2026 and December 31, 2025.
The Company has also recorded related party receivables of approximately $
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Canterbury Park Holding Corporation 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 20 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 Six Months Ended June 30, 2026:
Revenues:
Total net revenues for the three months ended June 30, 2026 were $16,168,000, an increase of $502,000, or 3.2%, compared to total net revenues of $15,666,000 for the three months ended June 30, 2025. Total net revenues for the six months ended June 30, 2026 were $29,677,000, an increase of $870,000, or 3.0%, compared to total net revenues of $28,807,000 for the six months ended June 30, 2025. See below for a further discussion of our sources of revenues.
Casino Revenue:
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Poker Games Collection |
$ | 1,732,000 | $ | 1,827,000 | $ | 3,592,000 | $ | 3,751,000 | ||||||||
| Other Poker Revenue |
626,000 | 701,000 | 1,354,000 | 1,510,000 | ||||||||||||
| Total Poker Revenue |
2,358,000 | 2,528,000 | 4,946,000 | 5,261,000 | ||||||||||||
| Table Games Collection |
6,297,000 | 5,654,000 | 12,050,000 | 11,127,000 | ||||||||||||
| Other Table Games Revenue |
976,000 | 1,307,000 | 1,876,000 | 2,293,000 | ||||||||||||
| Total Table Games Revenue |
7,273,000 | 6,961,000 | 13,926,000 | 13,420,000 | ||||||||||||
| Total Casino Revenue |
$ | 9,631,000 | $ | 9,489,000 | $ | 18,872,000 | $ | 18,681,000 | ||||||||
Pari-Mutuel Revenue:
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Simulcast |
$ | 1,014,000 | $ | 1,030,000 | $ | 1,733,000 | $ | 1,812,000 | ||||||||
| Live Racing |
516,000 | 442,000 | 516,000 | 442,000 | ||||||||||||
| Guest Fees |
389,000 | 398,000 | 389,000 | 398,000 | ||||||||||||
| Other revenue |
402,000 | 393,000 | 701,000 | 690,000 | ||||||||||||
| Total Pari-Mutuel Revenue |
$ | 2,321,000 | $ | 2,263,000 | $ | 3,339,000 | $ | 3,342,000 | ||||||||
Total pari-mutuel revenue increased $58,000, or 2.6%, and decreased $3,000, or 0.1%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increase for the three months ended June 30, 2026 can be primarily attributed to increased live race days year over year, which was somewhat offset by lower simulcast revenues which is related to less overall race days for other race tracks across the country compared to the same period in 2025.
Food and Beverage Revenue:
Food and beverage revenue increased $405,000, or 19.6%, and increased $630,000, or 17.1%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increase for the three months ended June 30, 2026 can be primarily attributed to increased visitation related to an increase in the number of live race days compared to last year. The increase for the three and six months ended June 30, 2026 also benefit from the implementation of a new point-of-sale system that improved our speed of service, resulting in increased overall transactions.
Other Revenue:
Other revenues, consisting of admission revenues, corporate sponsorships, space rentals, and other miscellaneous activities, decreased $103,000, or 5.6%, and increased $52,000, or 1.7%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The decrease for the three months ended June 30, 2026 is primarily due to decreased admission revenue related to reduced concert events year-over-year.
Operating Expenses:
Total operating expenses increased $648,000, or 4.3%, and increased $610,000, or 2.2%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The following paragraphs provide further detail regarding certain operating expenses.
Purse expense increased $463,000, or 23.6%, and increased $453,000, or 14.1%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases are primarily due to the impairment charge of a receivable related to the 2024 and 2025 live race agreements. See Note 6. “Commitments and Contingencies.”
Salaries and benefits increased $64,000, or 0.9%, and decreased $186,000, or 1.4%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The slight increase for the three months ended June 30, 2026 is primarily due to annual wage increases along with the State of Minnesota annual mandated increase in the minimum wage while the decrease for the six months ended June 30, 2026 is primarily due to the continued focus on reducing labor expense and driving operational efficiencies.
Depreciation and amortization increased $33,000, or 3.3%, and increased $150,000, or 7.8%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases are primarily due to placing larger fixed assets into service related to the completion of large capital improvement projects.
Advertising and marketing decreased $151,000, or 26.6%, and decreased $194,000, or 26.0%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The decreases are primarily due to the timing of promotional events as well as reduced concert events year-over-year.
Other operating expenses increased $182,000, or 13.7%, and increased $296,000, or 11.3%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases are primarily due to higher real estate taxes and special event promoter fees.
Other Income (Loss), Net:
Other loss, net, for the three months ended June 30, 2026 was $506,000, a decrease of $404,000, compared to other loss, net, of $910,000 for the three months ended June 30, 2025. Other loss, net, for the six months ended June 30, 2026 was $1,212,000, a decrease of $828,000, compared to other loss, net, of $2,040,000 for the six months ended June 30, 2025. The decreased losses are primarily due to increased leasing rates for our Doran Canterbury equity investments, resulting in decreased overall losses recognized. The loss on equity investments for the three and six months ended June 30, 2026 and 2025 is primarily due to non-cash expenses from depreciation and amortization.
Income Taxes:
The Company recorded a provision for income taxes with a benefit of $73,000 and $151,000 for the three months ended June 30, 2026 and 2025, respectively. The Company recorded a provision for income taxes with an expense of $108,000 and a benefit of $332,000 for the six months ended June 30, 2026 and 2025, respectively. We record our quarterly provision for income taxes based on our estimated annual effective tax rate for the year. The income tax benefit for the three months ended June 30, 2026 decreased compared to the income tax benefit for the same period in 2025 primarily due to an increase in income before taxes from operations in the second quarter of 2026. The income tax expense for the six months ended June 30, 2026 compared to the income tax benefit for the same period in 2025 is primarily due to the increase in the relationship of non-deductible expenses and discrete items against pretax book income. Our effective tax rate was 32.9% and 83.2% for three and six months ended June 30, 2026, respectively. Our effective tax rate was 31.6% and 34.6% for three and six months ended June 30, 2025, respectively. Our effective tax rate can vary due to changes in non-deductible expenses such as lobbying fees.
Net Income (Loss):
The Company recorded a net loss of $148,000, or $0.03 per basic and diluted share and net income of $22,000, or $0.00 per basic and diluted share, for the three and six months ended June 30, 2026, respectively. The Company recorded a net loss of $327,000, or $0.06 and $627,000, or $0.12 per basic and diluted share, for the three and six months ended June 30, 2025, respectively.
EBITDA
To supplement our financial statements, we also provide investors with information about our EBITDA and Adjusted EBITDA, each of which is a non-GAAP measure, which excludes certain items from net income, a GAAP measure. See the table below, which presents reconciliations of these measures to the GAAP equivalent financial measures. We define EBITDA as earnings before interest, income tax expense, and depreciation and amortization. We also compute Adjusted EBITDA, which reflects additional adjustments to Net Income to eliminate unusual or non-recurring items, as well as items relating to our real estate development operations and we believe the exclusion of these items allows for better comparability of our performance between periods and is useful in allowing greater transparency related to a significant measure used by management in its financial and operational decision-making. Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, excluding the impact of our real estate segment, and provides a perspective on the current effects of operating decisions relating to our core, non-real estate business. For the three and six months ended June 30, 2026, Adjusted EBITDA excluded stock-based compensation (which includes the Company's 401(k) match in Company stock contribution), an impairment charge on receivables, gain on disposal of assets, depreciation and amortization and interest related to equity investments, including amounts attributable to underlying joint ventures reflected in equity investment earnings. For the three and six months ended June 30, 2025, Adjusted EBITDA excluded stock-based compensation (which includes the Company's 401(k) match in Company stock contribution), depreciation and amortization and interest related to equity investments, including amounts attributable to underlying joint ventures reflected in equity investment earnings. 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. Other companies that provide EBITDA or Adjusted EBITDA may calculate it differently than we do, so caution should be taken in comparing the Company's EBITDA and Adjusted EBITDA results to those of other companies.
The following table sets forth a reconciliation of net income, a GAAP financial measure, to EBITDA and to adjusted EBITDA (defined above) which are non-GAAP financial measures, for the three and six months ended June 30, 2026 and 2025:
Summary of EBITDA Data
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| NET (LOSS) INCOME |
$ | (148,074 | ) | $ | (327,406 | ) | $ | 21,803 | $ | (626,616 | ) | |||||
| Interest income, net |
(542,491 | ) | (479,380 | ) | (1,053,855 | ) | (922,661 | ) | ||||||||
| Income tax expense (benefit) |
(72,750 | ) | (151,000 | ) | 107,641 | (332,000 | ) | |||||||||
| Depreciation and amortization |
1,019,275 | 986,418 | 2,068,254 | 1,917,906 | ||||||||||||
| EBITDA |
255,960 | 28,632 | 1,143,843 | 36,629 | ||||||||||||
| Stock-based compensation |
436,190 | 426,298 | 837,839 | 808,755 | ||||||||||||
| Other receivables impairment |
419,493 | — | 419,493 | — | ||||||||||||
| Gain on disposal of assets |
(24,000 | ) | — | (56,000 | ) | — | ||||||||||
| Depreciation and amortization related to equity investments |
726,287 | 779,152 | 1,451,799 | 1,650,612 | ||||||||||||
| Interest expense related to equity investments |
819,593 | 802,492 | 1,655,973 | 1,641,194 | ||||||||||||
| ADJUSTED EBITDA |
$ | 2,633,523 | $ | 2,036,574 | $ | 5,452,947 | $ | 4,137,190 | ||||||||
Adjusted EBITDA increased $597,000, or 29.3%, and increased $1,316,000, or 31.8%, for the three and six months ended June 30, 2026, compared to the same periods in 2025. The increase in Adjusted EBITDA is primarily due to an overall increase in income before taxes. For the three and six months ended June 30, 2026, Adjusted EBITDA as a percentage of net revenue was 16.3% and 18.4%, respectively. For the three and six months ended June 30, 2025, Adjusted EBITDA as a percentage of net revenue was 13.0% and 14.4%, 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 line of credit and security agreement with a financial institution. The agreement was amended as of February 28, 2021 to extend the maturity date to January 31, 2024 and increase its revolving credit line up to $10,000,000. The line of credit was collateralized by all receivables, inventory, equipment, and general intangibles of the Company, as well as a mortgage on certain real property. The credit agreement contains covenants requiring the Company to maintain certain financial ratios. The general credit and security agreement was further amended as of January 31, 2024 to extend the maturity date to January 31, 2027 and reduce the maximum borrowing under the line of credit to $5,000,000. In connection with the amendment, the financial institution terminated a mortgage to release certain Company real property as collateral and the parties entered into a negative pledge agreement under which the Company agreed not to create any liens or encumbrances on certain Company real property. As of June 30, 2026, the outstanding balance on the line of credit was $0. As of June 30, 2026, the Company was in compliance with the financial covenants of the credit and security agreement.
The Company’s cash, cash equivalents, and restricted cash balance at June 30, 2026 was $19,450,000 compared to $15,824,000 as of December 31, 2025. The Company expects to spend the remaining $1,198,000 in tax increment financing over the next nine months for the completion of the private redevelopment plan. The Company believes that unrestricted funds available in its cash accounts, short-term investments, amounts available under its revolving line of credit, along with funds generated from operations and potential future land sales, will be sufficient to satisfy its ongoing liquidity and capital resource requirements for regular operations, as well as these planned development expenses for at least the next twelve months. Furthermore, if the Company engages in additional significant real estate development, significant improvements to its facilities, the Racetrack or surrounding grounds, or strategic growth or diversification transactions, additional financing would more than likely be required and the Company may seek this additional financing through joint venture arrangements, through incurring debt, or through an equity financing, or a combination of any of these.
Operating Activities
Trends in our operating cash flows tend to follow trends in operating income but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds. Net cash provided by operating activities for the six months ended June 30, 2026 was $7,488,000, primarily as a result of the following: the Company reported net income of $22,000, depreciation and amortization of $2,068,000, a loss from equity investment of $2,266,000, stock-based compensation and 401(k) match totaling $838,000, and a decrease in other long-term receivables related to an impairment charge related to the 2024 and 2025 live racing agreements. For the six months ended June 30, 2026, the Company also experienced increases in payable to horsepersons and accounts payable, net of land, buildings, and equipment funded through accounts payable of $1,436,000 and $1,163,000, respectively, primarily due to the timing of our live racing season. This was partially offset by an increase in accounts receivable of $756,000, also due to the timing of our live racing season, and an increase in TIF receivable of $483,000, related to the interest accrued, for the six months ended June 30, 2026.
Net cash provided by operating activities for the six months ended June 30, 2025 was $7,756,000, primarily as a result of the following: the Company reported a net loss of $627,000, depreciation and amortization of $1,918,000, a loss from equity investment of $2,963,000, and stock-based compensation and 401(k) match totaling $809,000. For the six months ended June 30, 2025, the Company also experienced an increase in payable to horsepersons of $2,396,000 and an increase in deferred revenue of $781,000, both primarily due to the timing of our live racing season. This was offset by an increase in accounts receivable of $527,000, also due to the timing of our live racing season, and an increase in TIF receivable of $434,000, related to the interest accrued, for the six months ended June 30, 2025.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $3,132,000, primarily due to an equity investment contribution of $1,471,000 to our Doran II joint venture related to their refinancing, additions to land, buildings, and equipment of $1,315,000, primarily related to information technology and casino equipment, an increase in TIF eligible improvements of $89,000, which is associated with the redevelopment plan, an increase in related party receivable of $388,000, primarily due to additional interest accrued related to our member loans, and purchases of short-term investments of $5,250,000. This was partially offset by proceeds from the sale of short-term investments of $5,250,000 during the six months ended June 30, 2026.
Net cash used in investing activities for the six months ended June 30, 2025 was $2,377,000, primarily due to additions to land, buildings, and equipment of $2,032,000 and an increase in TIF eligible improvements of $486,000, both of which are associated with the redevelopment plan, an increase in related party receivable of $396,000, primarily due to additional member loans and interest related to the member loans, and purchases of short-term investments of $4,500,000. This was partially offset by proceeds from the sale of short-term investments of $5,000,000 during the six months ended June 30, 2025.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2026 was $730,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards. The Company declared and paid a cash dividend of $0.14 per share payable during the six months ended June 30, 2026.
Net cash used in financing activities for the six months ended June 30, 2025 was $683,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards. The Company declared and paid a cash dividend of $0.14 per share payable during the six months ended June 30, 2025.
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, 2025. Management made no changes to the Company’s critical accounting estimates during the six months ended June 30, 2026. In applying its critical accounting estimates, management reassesses its estimates each reporting period based on available information. Other than the impairment of other long-term receivables discussed in Note 6 of Notes to Financial Statements, changes in these estimates did not have a significant impact on earnings for the six months ended June 30, 2026.
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 credit losses - Property Tax Increment Financing "TIF" Receivable
As of June 30, 2026, the Company recorded a TIF receivable on its Consolidated Balance Sheet of approximately $20,558,000, which represents $16,394,000 of principal and $4,164,000 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. For the year ended 2025, the Company received its first payment from the City of Shakopee totaling $582,000 related to this receivable. There were no payments received during the three and six month periods ended June 30, 2026.
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 the receivable to be potentially uncollectable exist. 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 expected future tax increment revenue will exceed the Company's development costs on infrastructure improvements. As a result of our analysis as well as initial payments received in 2025 with additional payments expected to be received in 2026 from the City of Shakopee, as of June 30, 2026, management believes the TIF receivable will be fully collectible and no allowance related to this receivable is necessary.
Redevelopment Agreement:
As mentioned above in Note 7 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:
| ● |
We may not be successful at implementing our growth strategy. |
| ● |
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. |
| ● |
We have experienced a decrease in 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. |
| ● |
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. |
| ● |
We face competition from other real estate developers. |
| ● |
We may be adversely affected by the effects of inflation |
| ● |
Our success may be affected if we are not able to attract, develop and retain qualified personnel. |
| ● |
The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties. |
| ● |
Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security. |
| ● |
We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business. |
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 June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Not Applicable.
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, 2025. 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.
During the six months ended June 30, 2026, director or officer of the Company adopted or terminated a “Rule 10b5- trading arrangement” or “non-Rule 10b5- trading arrangement,” as each term is defined in Item (a) of Regulation S-K.
| 31.1 |
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| 31.2 |
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| 32 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
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| 99.1 |
Press Release dated August 11, 2026 announcing 2026 Second Quarter Results. |
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| 101 |
The following financial information from Canterbury Park Holding Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in Inline eXtensible Business Reporting Language XBRL: (i) Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and June 30, 2025, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and June 30, 2025, (iv) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and June 30, 2025, and (v) Notes to Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Canterbury Park Holding Corporation |
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| Dated: August 12, 2026 |
/s/ Randall D. Sampson |
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Randall D. Sampson |
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President and Chief Executive Officer (principal executive officer) |
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| Dated: August 12, 2026 | /s/ Randy J. Dehmer |
| Randy J. Dehmer | |
| Chief Financial Officer (principal financial officer, chief accounting officer) |
Exhibit 31.1
CERTIFICATION
I, Randall D. Sampson certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Canterbury Park Holding Corporation; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case on an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; |
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5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: August 12, 2026 |
CANTERBURY PARK HOLDING CORPORATION |
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/s/ Randall D. Sampson |
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Randall D. Sampson |
|
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President and Chief Executive Officer (principal executive officer) |
Exhibit 31.2
CERTIFICATION
I, Randy J. Dehmer certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Canterbury Park Holding Corporation; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case on an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; |
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5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: August 12, 2026 |
CANTERBURY PARK HOLDING CORPORATION |
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/s/ Randy J. Dehmer |
|
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Randy J. Dehmer |
|
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Chief Financial Officer (principal financial officer, principal accounting officer) |
Exhibit 32
CERTIFICATION
Pursuant to 18 U.S.C. 1350, the undersigned Chief Executive Officer and Chief Financial Officer of Canterbury Park Holding Corporation (the “Company”) herby certifies that:
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(1) |
The accompanying quarterly report on Form 10-Q for the period ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the accompanying Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
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CANTERBURY PARK HOLDING CORPORATION |
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| Dated: August 12, 2026 |
/s/ Randall D. Sampson |
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Randall D. Sampson |
|
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President and Chief Executive Officer (principal executive officer) |
|
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|
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| Dated: August 12, 2026 |
/s/ Randy J. Dehmer |
|
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Randy J. Dehmer |
|
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Chief Financial Officer (principal financial officer, principal accounting officer) |
Exhibit 99.1
Canterbury Park Holding Corporation Reports Second Quarter Results
Highlights Significant Value of Over $11 Per Share on Balance Sheet from Cash on Hand,
TIF Receivables and Real Estate Joint Ventures
Shakopee, MN – August 11, 2026 – Canterbury Park Holding Corporation (“Canterbury” or the “Company”) (Nasdaq: CPHC), today reported financial results for the second quarter ended June 30, 2026.
($ in thousands, except per share data and percentages)
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2026 |
2025 |
Change |
2026 |
2025 |
Change |
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Net revenues |
$ | 16,168 | $ | 15,666 | 3.2 | % | $ | 29,677 | $ | 28,807 | 3.0 | % | ||||||||||||
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Net income (loss) (1) |
$ | (148 | ) | $ | (327 | ) | 54.8 | % | $ | 22 | $ | (627 | ) | 103.5 | % | |||||||||
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Adjusted EBITDA (2) |
$ | 2,634 | $ | 2,037 | 29.3 | % | $ | 5,453 | $ | 4,137 | 31.8 | % | ||||||||||||
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Basic EPS |
$ | (0.03 | ) | $ | (0.06 | ) | 50.0 | % | $ | 0.00 | $ | (0.12 | ) | 100.0 | % | |||||||||
|
Diluted EPS |
$ | (0.03 | ) | $ | (0.06 | ) | 50.0 | % | $ | 0.00 | $ | (0.12 | ) | 100.0 | % | |||||||||
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(1) |
The net (loss)/income in the 2026 three and six-month periods ended June 30, 2026, respectively, includes the impact of an impairment charge of $419,000 related to horseracing purse overpayments that occurred in 2024 and 2025, subject to the terms of the 2024 and 2025 live meet agreements. In total, these overpayments in the prior year periods amounted to more than $2.0 million. To date, no legislative action has been taken to either legalize sports betting in the State, which the Company continues to support, or for horseracing purse enhancements. As such, the Company recognized an impairment charge totaling one-fifth of these overpayment amounts in the second quarter of 2026 and will continue to evaluate recoverability going forward. |
|
(2) |
Adjusted EBITDA, a non-GAAP measure, excludes certain items from net income, a GAAP measure. Non-GAAP financial measures are not intended to be considered in isolation from, a substitute for, or superior to GAAP results. Definitions, disclosures, and reconciliations of non-GAAP financial information are included later in this release. Please see the reconciliation of Net income (loss) to Adjusted EBITDA on page 6. |
Management Commentary
Randy Sampson, President and Chief Executive Officer of Canterbury Park, commented, “The continued successful execution of our operating initiatives combined with our disciplined expense management has resulted in consistent financial performance over the last several years including our ability to optimize cash flow. Our second quarter results are indicative of this consistency, as we delivered revenue growth of 3.2% and adjusted EBITDA growth of 29.3%. Performance in the quarter reflected revenue growth in our Casino, Pari-mutuel and Food and Beverage operations as well as our continued focus on expense discipline. Operationally, Casino performance in the quarter was driven by a significant year-over-year improvement in table games drop, partially offset by lower-than-typical hold. The nearly 20% year-over-year rise in Food and Beverage revenue reflects increased concession sales primarily due to an increase in live race days year-over-year.
“While our current market valuation largely reflects the consistency in the annual level of cash flow we generate, we believe it does not give appropriate credit to the significant additional value on our balance sheet. This includes more than $11 per share in cash, Tax Increment Financing (TIF) receivables, and real estate joint ventures. As of June 30, 2026, we have 5.2 million shares outstanding and have $19 million in cash and TIF receivables of more than $20 million, while also having contributed a total of over $18 million in land and cash to joint venture developments. These joint venture developments are also beginning to benefit the Company through more consistent cash contributions that we expect to grow as the projects stabilize. As our joint venture income grows, our need to provide support through large member loan contributions decreases, which would allow us to grow interest income through more active investments that yield a positive return. In addition, we have approximately 50 acres of land for development that are on our balance sheet at a significant discount from the current market rate.
“We believe Canterbury is well-positioned to continue driving growth in our operations. There is a growing level of activity and visitation across all of the entertainment, living and work environments that now exist at the property, including visitors to the recently opened 19,000-capacity amphitheater that features national music headliners. We are actively finding ways to increase our connection with these consumers to drive improved performance across our core gaming, food and beverage and entertainment operations. We feel the best days for Canterbury are still to come and we are committed to leveraging our growth opportunities and unlocking the significant value on our balance sheet to benefit shareholders.”
Tax Increment Financing
As of June 30, 2026, Canterbury has just under $1.2 million remaining to spend related to tax increment financing in the TIF district. In December 2025, the Company received its first reimbursement of $582,000 related to these expenditures and expects to receive $1.2 million in 2026.
Joint Ventures
The Company’s joint ventures are currently generating approximately $73,000 per quarter in cash flow to the Company including:
|
● |
Canterbury DBSV, LLC (“Winners Circle”): Currently generating approximately $38,000 per quarter in cash flow to the Company |
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● |
Trackside Investments, LLC (“Boardwalk Kitchen & Bar”): Currently generating approximately $35,000 per quarter in cash flow to the Company |
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Doran Canterbury I & II, LLC (“Triple Crown Residences at Canterbury Park”): Expected to be cash flow positive in 2027 on a combined basis |
Summary of 2026 Second Quarter Operating Results
Net revenues for the three months ended June 30, 2026, increased 3.2% to $16.2 million, compared to $15.7 million in the same period last year. The year-over-year comparison reflects increases of 1.5%, 2.6%, and 19.6%, in Casino, Pari-mutuel and Food and Beverage revenues, respectively, partially offset by a 5.6% decrease in Other revenues. The year-over-year increases primarily reflect higher table games drop in the Company’s Casino operations and an increase in live race days resulting in higher Pari-mutuel and Food and Beverage revenues.
Operating expenses for the three months ended June 30, 2026 were $15.9 million, an increase of $648,000, or 4.3%, compared to operating expenses of $15.2 million for the same period in 2025. The year-over-year increase was primarily driven by a $463,000 year-over-year increase in purse expense which reflects an impairment charge of $419,000 related to horseracing purse overpayments that occurred in 2024 and 2025, subject to the terms of the 2024 and 2025 live meet agreements. The total purse overpayment in those periods was just over $2.0 million. To date, no legislative action has been taken to either legalize sports betting in the State, which the Company continues to support, or for horseracing purse enhancements. As such, the Company determined to record an impairment charge of one-fifth of these overpayment amounts in the second quarter of 2026 and will continue to evaluate recoverability going forward. In addition, the Company experienced higher costs of food and beverage sales, due primarily to the increased Food and Beverage sales. These higher operating expenses were partially offset by lower expenses for utilities and advertising and marketing activities.
The Company recorded a net loss from equity investments of $1.0 million and $1.4 million for the three months ended June 30, 2026 and 2025, respectively. The decreased loss is primarily due to increased leasing rates in the Doran Canterbury joint ventures. The loss in both periods is primarily related to the Company’s share of depreciation, amortization and interest expense from the Doran Canterbury joint ventures.
The Company recorded an income tax benefit of $73,000 and $151,000 for the three months ended June 30, 2026 and 2025, respectively. The decrease in income tax benefit is primarily due to an improvement in income before taxes from operations in 2026 compared to the same period in 2025.
The Company recorded a net loss of $148,000, or a loss of $0.03 per share, for the three months ended June 30, 2026. The net loss is primarily a result of the above noted impairment charge related to prior period purse overpayments. The Company recorded a net loss of $327,000, or a loss of $0.06 per share, for the three months ended June 30, 2025.
Adjusted EBITDA, a non-GAAP measure, was $2.6 million in the 2026 second quarter, compared to $2.0 million in the 2025 second quarter.
Summary of 2026 Year-to-Date Operating Results
Net revenues for the six months ended June 30, 2026 was $29.7 million, up 3.0% compared to $28.8 million in the same period in 2025. Net income for the six months ended June 30, 2026 was $22,000 compared to a net loss of $627,000 in the six months ended June 30, 2025. EPS was $0.00 per diluted share for the six months ended June 30, 2026, compared to a net loss of $0.12 per diluted share in the prior-year period. Net income and EPS in the six-month period ended June 30, 2026, includes the impact of the $419,000 impairment charge of previously overpaid horseracing purses that occurred in 2024 and 2025 as noted above.
Adjusted EBITDA, a non-GAAP measure, increased 31.8% to $5.5 million compared to Adjusted EBITDA of $4.1 million in the six months ended June 30, 2025.
Additional Financial Information
Further financial information for the second quarter ended June 30, 2026, is presented in the accompanying tables at the end of this press release. Additional information will be provided in the Company’s Quarterly Report on Form 10-Q that will be filed with the Securities and Exchange Commission on or about August 12, 2026.
Use of Non-GAAP Financial Measures
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, and which exclude certain items from net income, a GAAP measure. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as earnings before interest income (net of interest expense), income tax expense or benefit, depreciation and amortization, as well as excluding stock-based compensation (which includes our 401(k)-match expense as this match occurs in Company stock), gain on disposal of assets, and depreciation and amortization and interest expense related to equity investments, including amounts attributable to underlying joint ventures reflected in equity investment earnings. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenues. Neither EBITDA, Adjusted EBITDA, or Adjusted EBITDA margin are measures of performance calculated in accordance with generally accepted accounting principles ("GAAP"), and should not be considered an alternative to, or more meaningful than, net income as an indicator of our operating performance. See the table below, which presents reconciliations of these measures to the GAAP equivalent financial measure, which is net income. We have presented EBITDA as a supplemental disclosure because we believe that, when considered with measures calculated in accordance with GAAP, EBITDA gives investors 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 basis for valuation of companies in our industry. Other companies that provide EBITDA information may calculate EBITDA or Adjusted EBITDA differently than we do, so caution should be taken in comparing the Company’s EBITDA and adjusted EBITDA results to those of other companies. We have presented Adjusted EBITDA as a supplemental disclosure because we believe it enables investors to understand and assess our core operating results excluding the effect of these items and is useful to investors 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 and provides a perspective on the current effects of operating decisions.
About Canterbury Park
Canterbury Park Holding Corporation (Nasdaq: CPHC) owns and operates Canterbury Park Racetrack and Casino in Shakopee, Minnesota, the only thoroughbred and quarter horse racing facility in the State. The Company generally offers live racing from May to September. The Casino hosts card games 24 hours a day, seven days a week, dealing both poker and table games. The Company also conducts year-round wagering on simulcast horse racing and hosts a variety of other entertainment and special events at its Shakopee facility. The Company is also pursuing a strategy to enhance shareholder value by the ongoing development of approximately 140 acres of underutilized land surrounding the Racetrack that was originally designated for a project known as Canterbury Commons™. The Company is pursuing several mixed-use development opportunities for the remaining underutilized land, directly and through joint ventures. For more information about the Company, please visit www.canterburypark.com.
Cautionary Statement
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, business activities or plans. These statements are typically preceded by the words “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 which could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. We report these risks and uncertainties in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. They include, but are not limited to: we may not be successful in implementing our growth strategy; sensitivity to reductions in discretionary spending as a result of downturns in the economy and other factors; we have experienced a decrease in revenue and profitability from live racing; challenges in attracting a sufficient number of horses and trainers; a lack of confidence in core operations resulting in decreasing customer retention and engagement; personal injury litigation due to the inherently dangerous nature of horse racing; material fluctuations in attendance at the Racetrack; material changes in the level of wagering by patrons; any decline in interest in horse racing or the unbanked card games offered in the Casino; competition from other venues offering racing, unbanked card games or other forms of wagering; competition from other sports and entertainment options; increases in compensation and employee benefit costs; the impact of wagering products and technologies introduced by competitors; the general health of the gaming sector; legislative and regulatory decisions and changes; our ability to successfully develop our real estate, including the effect of competition on our real estate development operations and our reliance on our current and future development partners; our obligation to make improvements in the TIF district that will only be reimbursed to the extent of future tax revenue; temporary disruptions or changes in access to our facilities caused by ongoing infrastructure improvements; inclement weather and other conditions affecting the ability to conduct live racing; technology and/or key system failures; cybersecurity incidents; the general effects of inflation; our ability to attract and retain qualified personnel; dividends that may or may not be issued at the discretion of our Board of Directors; and other factors that are beyond our ability to control or predict.
The forward-looking statements in this press release speak only as of the date of this press release. Except as required by law, Canterbury assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
# # #
Investor Contact
Randy Dehmer
Senior Vice President and Chief Financial Officer
Canterbury Park Holding Corporation
952-233-4828 or investorrelations@canterburypark.com
- financial tables follow –
CANTERBURY PARK HOLDING CORPORATION'S
SUMMARY OF OPERATING RESULTS
(UNAUDITED)
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OPERATING REVENUES: |
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Casino |
$ | 9,630,551 | $ | 9,488,723 | $ | 18,871,561 | $ | 18,680,881 | ||||||||
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Pari-mutuel |
2,321,217 | 2,263,361 | 3,339,169 | 3,341,846 | ||||||||||||
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Food and beverage |
2,471,999 | 2,066,758 | 4,321,158 | 3,691,511 | ||||||||||||
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Other |
1,743,979 | 1,846,892 | 3,145,391 | 3,093,128 | ||||||||||||
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Total Net Revenues |
$ | 16,167,746 | 15,665,734 | $ | 29,677,279 | $ | 28,807,366 | |||||||||
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OPERATING EXPENSES |
(15,882,254 | ) | (15,233,916 | ) | (28,336,089 | ) | (27,725,877 | ) | ||||||||
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INCOME FROM OPERATIONS |
285,492 | 431,818 | 1,341,190 | 1,081,489 | ||||||||||||
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Other loss, net |
(506,316 | ) | (910,224 | ) | (1,211,746 | ) | (2,040,105 | ) | ||||||||
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INCOME TAX (EXPENSE) BENEFIT |
72,750 | 151,000 | (107,641 | ) | 332,000 | |||||||||||
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NET INCOME (LOSS) |
$ | (148,074 | ) | $ | (327,406 | ) | $ | 21,803 | $ | (626,616 | ) | |||||
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Basic Earnings (Loss) Per Share |
$ | (0.03 | ) | $ | (0.06 | ) | $ | 0.00 | $ | (0.12 | ) | |||||
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Diluted Earnings (Loss) Per Share |
$ | (0.03 | ) | $ | (0.06 | ) | $ | 0.00 | $ | (0.12 | ) | |||||
RECONCILIATION OF NET INCOME TO EBITDA
AND ADJUSTED EBITDA (UNAUDITED)
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2026 |
2025 |
2026 |
2025 |
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NET INCOME (LOSS) |
$ | (148,074 | ) | $ | (327,406 | ) | $ | 21,803 | $ | (626,616 | ) | |||||
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Interest income, net |
(542,491 | ) | (479,380 | ) | (1,053,855 | ) | (922,661 | ) | ||||||||
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Income tax expense (benefit) |
(72,750 | ) | (151,000 | ) | 107,641 | (332,000 | ) | |||||||||
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Depreciation and amortization |
1,019,275 | 986,418 | 2,068,254 | 1,917,906 | ||||||||||||
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EBITDA |
255,960 | 28,632 | 1,143,843 | 36,629 | ||||||||||||
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Stock-based compensation |
436,190 | 426,298 | 837,839 | 808,755 | ||||||||||||
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Gain on disposal of assets |
(24,000 | ) | - | (56,000 | ) | - | ||||||||||
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Other receivables impairment |
419,493 | - | 419,493 | - | ||||||||||||
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Depreciation and amortization related to equity investments |
726,287 | 779,152 | 1,451,799 | 1,650,612 | ||||||||||||
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Interest expense related to equity investments |
819,593 | 802,492 | 1,655,973 | 1,641,194 | ||||||||||||
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ADJUSTED EBITDA |
$ | 2,633,523 | $ | 2,036,574 | $ | 5,452,947 | $ | 4,137,190 | ||||||||