Filed 2026-03-10 · Period ending 2025-12-31 · 38,603 words · SEC EDGAR
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# Canterbury Park Holding Corp (CPHC) — 10-K
**Filed:** 2026-03-10
**Period ending:** 2025-12-31
**Accession:** 0001437749-26-007464
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1672909/000143774926007464/)
**Origin leaf:** 73dca4ab3e368fe170af09eb13e9295996f9e7f6ba8121b5880e1df2baf41b16
**Words:** 38,603
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UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM********10****-****K******
(Mark One)
| | | ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscalyear ended December 31, 2025
OR
| | | TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Transition period from ______ to ______
Commission File Number: 001-37858
| CANTERBURY PARK HOLDING CORPORATION | |
| (Exact Name of Registrant as Specified in its Charter) | |
| Minnesota | | 47-5349765 | |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) | |
| | 1100 Canterbury Road Shakopee, MN 55379 | | |
| | (Address of principal executive offices and zip code) | | |
| | Registrants telephone number, including area code: (952) 445-7223 | | |
| | | | |
| | Securities registered pursuant to Section12(b)of the Act: | | |
| Title of Each Class | Symbol | Name of Exchange on which Registered | |
| Common Stock, $.01 par value | CPHC | Nasdaq Stock Market | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.
| | Yes | | | No | | | |
Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.
| | Yes | | | No | | | |
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (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 90days.
| | Yes | | | No | | | |
Indicate by check mark whether the Registrant has submitted electronicallyevery Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12months (or for such shorter period that the Registrant was required to submit such files).
| | Yes | | | No | | | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b-2 of the Exchange Act.
| Large accelerated filer | | Non-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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).
| | Yes | | | No | | | |
The aggregate market value ofcommon stock held by non-affiliates based on the price at which the Companys common stock was last sold on the NasdaqGlobal Market, on June30, 2025, the end of the registrants most recently completed second fiscal quarter, was $73,190,742. On March 9, 2026, the Company had 5,123,785shares of common stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Companys definitive Proxy Statement for its 2026 Annual Meeting of Shareholders, which will be filed within 120 days of the Company's fiscal year end of December 31, 2025, are incorporated by reference into PartIII of this Form10-K.
[](#)CANTERBURY PARK HOLDING CORPORATION
FORM10-K ANNUAL REPORT
FOR THEYEAR ENDED December 31, 2025
TABLE OF CONTENTS
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PART I |
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ITEM 1. |
Business |
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ITEM 1A. |
Risk Factors |
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ITEM 1B. |
Unresolved Staff Comments |
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ITEM 1C. |
Cybersecurity |
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ITEM 2. |
Properties |
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ITEM 3. |
Legal Proceedings |
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ITEM 4. |
Mine Safety Disclosures |
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PART II |
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ITEM 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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ITEM 6. |
[Reserved] |
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ITEM 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
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ITEM 8. |
Financial Statements and Supplementary Data |
23 |
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ITEM 9. |
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
41 |
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ITEM 9A. |
Controls and Procedures |
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ITEM 9B. |
Other Information |
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ITEM 9C. |
Regarding Foreign Jurisdiction that Prevent Inspections |
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PART III |
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ITEM 10. |
Directors, Executive Officers and Corporate Governance |
42 |
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ITEM 11. |
Executive Compensation |
42 |
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ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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ITEM 13. |
Certain Relationships, Related Transactions and Director Independence |
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ITEM 14. |
Principal Accounting Fees and Services |
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PART IV |
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ITEM 15. |
Exhibits and Financial Statement Schedules |
43 |
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ITEM 16. |
Form 10-K Summary |
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SIGNATURES |
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2
**Item1.BUSINESS**
**Available Information**
The SEC maintains a website athttp://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including Canterbury Park Holding Corporation, that file electronically with the Securities and Exchange Commission (SEC). The Company files annual reports, quarterly reports, proxy statements, and other documents with the SECunder the Securities Exchange Act of 1934 (Exchange Act).
We also make available free of charge through our website (www.canterburypark.com) the reports and other documents that we file with the SEC, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such materialto, the SEC.
**Overview**
Canterbury Park Holding Corporation (the Company, we, our, or us) is the holding company for and parent company of two subsidiaries, Canterbury Park Entertainment LLC (Canterbury Entertainment) and Canterbury Development LLC (Canterbury Development)and an indirect subsidiary Canterbury Park Concessions, Inc. which is wholly-owned by Canterbury Entertainment. As used herein, the term Company or we includes Canterbury Park Holding Corporation and its subsidiaries unless the context indicates otherwise.
We divide our business into four segments: (i) horse racing, (ii)Casino, (iii) food and beverage, and (iv) real estate development. The horse racing segment represents our pari-mutuel wagering operations on simulcast and live horse races; the Casino segment represents our unbanked card operations; the food and beverage segment includes concessions, catering, and events and services provided at the Racetrack; and the real estate development segment represents our real estate development operations. We conduct our (i) horse racing, (ii) Casino,and (iii) food and beverage segments through Canterbury Entertainment. We conduct our real estate development segment through Canterbury Development.
In 2023, we developed a five-year strategic plan focused on growing Casino revenue.As part of our execution on the five-year strategic plan, we are actively evaluating new opportunities that would diversify and grow our business, including through potential strategic transactions and initiatives.
**Canterbury Park Entertainment**
Through Canterbury Entertainment, we host pari-mutuel wagering on thoroughbred and quarter horse races and unbanked card games at our Canterbury Park Racetrack and Casino facility (the Racetrack) in Shakopee, Minnesota, which is approximately 20miles 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. Our pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack 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 instead of the house, are also hosted in the Casino at the Racetrack. The Casino has historically operated 24 hours a day, seven days a week and has offered both poker and table games at up to 80 tables as allowed by Minnesota statute. We also derive revenues from related services and activities, such as food and beverage, advertising signage, publication sales, and catering and events held at the Racetrack. The ownership and operation of the Racetrack and the Casino are significantly regulated by the Minnesota Racing Commission (MRC). Canterbury Entertainment is the direct owner of all land, facilities, and substantially all other assets related to our pari-mutuel wagering, Casino, concessions, and other related businesses (Racetrack Operations), and is subject to direct regulation by the MRC. Canterbury Development is the direct owner of all land used in the real estate development operations. We own approximately 260acres of land as of December 31, 2025, in Shakopee, Minnesota where the Racetrack is located.
Traditionally, our revenues have been principally derived from three activities: Casino operations, pari-mutuel operations, and food and beverage operations. For the year ended December 31, 2025, revenues from Casino operations represented 62.3% of total net revenues, wagering on horse races represented 12.9% of total net revenues, and food and beverage revenue represented 13.8% of total net revenues. These components of revenue are described in more detail below. In addition, other revenues, which are principally derived from the three activities noted above, represented 11.0% of totalnet revenues for the year ended December 31, 2025.
**Horse Racing Operations**
The Companys horse racing operations consist of year-round simulcasting of horse races from around the U.S. and internationallyand wagering on live thoroughbred and quarter horse races (live meets) held on a seasonal basis beginning in May and generally concluding in September each year. At the Racetrack, various aspects of our operations are subject to approval by the MRC and the organization that represents a majority of the owners and trainers of the horses who race at the Racetrack, which is the Minnesota Horsemens Benevolent and Protective Association (MNHBPA).
All of the wagering on simulcast and live horse races at the Racetrack is pari-mutuel wagering. In pari-mutuel wagering, bettors wager against each other in a pool, rather than against the operator of the facility or with preset odds. From the total handle wagered, the Minnesota Pari-Mutuel Horse Racing Act (the Minnesota Racing Act) specifies the maximum percentage, referred to as the takeout, that may be withheld by the Racetrack, with the balance returned to the winning bettors.
Pari-mutuel wagering can be divided into two categories: straight wagering pools and multiple wagering pools, which are also referred to as exotic wagering pools. Examples of straight wagers include: win, place, and show. Examples of exotic wagers include: daily double, exacta, trifecta, and pick four.
The amount of takeout earned by the Company on pari-mutuel wagering depends on where the race is run and the form of wager (straight or exotic). The total maximum takeouts are 17% from straight wagering pools and 23% from exotic wagering pools. From this takeout, Minnesota law requires deductions for purses, pari-mutuel taxes, and payments to the Minnesota Breeders Fund (MBF). The balance of the takeout remaining after these deductions is commonly referred to as the retainage.
While the Minnesota Racing Act regulates that a minimum of 8.4% of the live racing handle be paid as purses to the owners of the horses, purse contributions are governed by an agreement thatwe negotiate annually with the MNHBPA and the Minnesota Quarter Horse Racing Association (MQHRA).
Inaddition, the MBF receives 1% of the handle. The current pari-mutuel tax applicable to wagering on all simulcast and live races is 6% of takeout in excess of $12 million during the twelve-month period beginning July 1 and ending the following June 30.
3
Net revenues from pari-mutuel wagering on live races run at the Racetrack consist of the total amount wagered, less the amounts paid (i) to winning patrons, (ii) for purses, (iii) to the MBF, and (iv) for pari-mutuel taxes to the State of Minnesota. Net revenues from pari-mutuel wagering on races being run at out-of-state racetracks and simulcast to the Racetrack have similar expenses but also include a host fee payment to the host track. The host fee, which is calculated as a percentage of monies wagered (generally 3.0% to 10.0%), is negotiated with the host track and must comply with state laws governing the host track. Pari-mutuel revenues also include commission and breakage revenues on live on-track and simulcast racing, fees received from out-of-state racetracks for wagering on our live races, and proceeds from unredeemed pari-mutuel tickets and vouchers.
Additionally, Minnesota Advanced Deposit Wagering (ADW) legislation allows Minnesota residents to engage in pari-mutuel wagering on out-of-state horse races online with a prefunded account through an ADW provider. The Company collects a percentage of monies wagered (generally 2.75% to 5.0%) by Minnesota residents through the ADW provider as a source market fee. The Company pays 28% of the collected revenues to another Minnesota-based horse track, records the remaining 72% as revenues, and records expenses of at least 50% for purses and breeders awards.
*Live Racing*
Fortheyears ended December 31, 2025 and 2024, the Racetrack hosted 50and 53days of live racing, respectively,beginning inMayand concluding in September. In 2025, the Company had oneday of live racing cancelled and one other dayshorteneddue to inclement weather.In 2024, the Company had one day of live racingshorteneddue to inclement weather.
*Simulcasting*
Simulcasting is the process by which live horse races held at one facility (the host track) are transmitted simultaneously to other locations to allow patrons at each receiving location (the guest track) to place wagers on races transmitted from the host track. Monies are collected at the guest track, and the information with respect to the total amount wagered is electronically transmitted to the host track. All of the amounts wagered at guest tracks are combined into the appropriate pools at the host track with the final odds and payouts based upon all the monies in the respective pools.
The Company is able to offersimulcast racing seven days a week, 364 days a yearfromracetracks around the world,including Churchill Downs, Santa Anita, Gulfstream Park, Belmont Park, Saratoga Racecourse, and Meydan Racecourse. In addition, races of national interest, such as the Kentucky Derby, the Preakness Stakes, the Belmont Stakes, and the Breeders Cup supplement the regular simulcast program. The Company regularly evaluates its agreements with other racetracks to offer the most popular simulcast signals of live horse racing that are reasonably available.
Under federal and state law, in order to conduct simulcast operations either as a host or guest track, the Company must obtain the consent of the MRC and the MNHBPA as the organization that represents a majority of the owners and trainers of the horses who race at the Racetrack. As these consents are obtained annually, no assurance can be given that the MRC and the MNHBPA will allow the Company to conduct simulcast operations either as a host or guest track infuture years. If either the MRC or the MNHBPA donot consent, the Companys operations could be adversely affected by a decrease in pari-mutuel revenue,lower attendance, and lower overall handle.
**Casino Operations**
The Casino may offer gaming24 hours per day, sevendays per week, and offers two forms of unbanked card games: poker and table games.
Poker games, including Texas Hold Em, Stud, and Omaha, with betting limits per hand ranging between $2 and $100, are currently offered in our Casino. A dealer employed by the Company regulates the play of the game at each table and deals the cards but does not participate in play. In poker games, the Company is allowed to deduct apercentage from the accumulated wagers and impose other charges for hosting the activity but does not have an interest in the outcome of a game. The Company may add additional prizes, awards, or money to any game for promotional purposes. The primary source of poker revenue the Company collects is a rake of 5-10%, depending on the limit of the game, of the poker pot up to a maximum of $5per hand. In addition, poker games offer progressive jackpots for most games. In order to fund the poker progressivejackpot pools, the dealer withholds up to $2from each pot in excess of $15.
Table games, including Blackjack, Mississippi Stud, Fortune Pai Gow, Three Card Poker, Four Card Poker, Ultimate Texas Hold Em, Five TreasuresBaccarat, Criss Cross Poker, Free Bet Blackjack, DJ Wild, Double Down Madness Blackjack, and I Luv Suits, with betting limits ranging between $1 and $300, are currently offered in our Casino. The Company has the option to offer banked games under the Minnesota law governing Casino operations but currently only offers unbanked games. Unbanked refers to a wagering system or game where wagers lost in card games are accumulated into a player pool liability for purposes of enhancing the total amount paid back to winning players. The Company can only serve as custodian of the player pool, may not have an active interest in any card game, and does not recognize amounts that dealers win or lose during the course of play as revenue. The primary source of table gamesrevenue is apercentage of the buy inreceived from the players, aggregated up to 20% per day, as defined by the MRC regulations, as compensation for providing the Casino facility and services, referred to as collection revenue. In addition, several table games offer a progressive jackpot. The player has the option of playing the jackpot with the opportunity to win some or the entire jackpot amount, depending upon the players hand.
Under Minnesota law, the Company is required to pay 10% of the first $6 million of gross Casino revenues towards purses for live horse racing at the Racetrack. After meeting the $6 million threshold, the Company must pay 14% of gross Casino revenues as purse monies. Of funds allocated for purses, the Company pays 10% of the purse monies to the MBF, which is a fund apportioned by the MRC among various purposes related to Minnesotas horse breeding and horse racing industries. The remaining 90% of purse monies are divided between thoroughbred and quarter horse purse funds, the split of which is governed by an agreement thatwe negotiate annually with the MNHBPA and the MQHRA.
**Food and Beverage Operations**
We derive revenue from ourfood and beverage operations through sales at concession stands, restaurant and buffet, bars, and other food venues. The Company currently offers two,year-round caf style restaurants and full service bars within the Casino and simulcast area. The Casino offers tableside menu service generally 20 hours a day. Our Triple Crown Club offers lounge services along with a buffet restaurant. During live racing, a wide variety of concession-style food and beverage options are available to our guests.
The food and beverage operations also include our catering and events operations. We have one of thelargest event spaces in the Twin Cities with more than 100,000 square feet of available space. Our facilities provide a variety of purposes foryear-round events and other activities. Our event space has been used for craft shows, trade shows, pool and poker tournaments, mixed martial arts events, automobile and other utility vehicle shows, and fundraisers. Our outdoor spaces have been used for concerts, snowmobile races, rodeos,and other competitions. The infield of the Racetrack has also been used as a concert and event area. In addition to event space, we have offeredspace in ourhorse stable area for rent forboat storage during the wintermonths and recreational vehicle storage during the summer months.
4
**Development Operations**
Beginning in 2015, we began executing our development plan for Company land that was not necessary to conduct our Racetrack Operations (grandstand, racetrack, stable area, and parking areas)and land for other facilities, including the eventcenter. Both Canterbury Development and the land held by Canterbury Development arenot subject to direct regulation by the MRC. Originally, approximately 140 acres were considered underutilized and were targeted for real estate development by Canterbury Development to becomplementarywith our Racetrack Operations.
In 2025, Canterbury Development continued to pursue various development opportunities for the underutilized land in a project known as Canterbury Commons. Canterbury Development continues to pursue various mixed use development opportunities, such as residential development, office, restaurants, hotel, entertainment, and retail operations. As of December 31, 2025, Canterbury Development has contributed approximately 40acres ofland to four, separate joint ventures described below.
In addition, we have sold several parcels of land, totaling approximately 50acres,to third parties that have and will develop the property as described below. Although we will have no continuing ownership in these land sales, we believe the future developments of thesepropertieswill contribute to the overall vitality of Canterbury Commons and drive visitation and spend to Canterbury Park.
The following is a summary of our real estate development projects within Canterbury Commons as of December 31, 2025:
Our first real estate development project in Canterbury Commons began in 2018 with Doran Canterbury I, LLC, a joint venture between Canterbury Development and an affiliate of Doran Companies (Doran) for the development of the upscale Triple Crown Residences at Canterbury Park.
In September 2018, Canterbury Development contributed approximately 13 acres of land as its equity contribution in the Doran Canterbury I, LLC joint venture and became a 27.4% equity member. Construction of the 321-unit Phase I, which was developed pursuant to the first joint venture agreement, began in late 2018 with initial occupancy on part of the building inJune 2020. Remaining units were completed and available for occupancy by the end of 2020.
In August 2020, Doran exercised its option for Phase II of the project, which includes an additional 305residential units, and the Company entered into a second joint venture with Doran called Doran Canterbury II, LLC. Pursuant to this second agreement,the Company transferred roughly 10 acres of land to Doran Canterbury II, LLC. In addition to receiving 27.4% ownership inDoran Canterbury II, the exchange resulted in the repayment of a $2.9 million note receivable which was on the Companys balance sheet as a related party receivable as of June 30, 2020. Groundwork on the Doran Canterbury II site began in October 2020, paving the way for the ground-up construction of the second phase of apartments, which began construction in March 2022 with initial occupancy occurring in January 2024.
As a result of these joint ventures, Canterbury Development holds a 27.4% equity interest in Doran Canterbury I, LLC governed by an operating agreement effective as of March 1, 2018 with Doran Shakopee LLC, and Canterbury Development also holds a27.4% equity interest in Doran Canterbury II, LLC governed by an operating agreement effective as of July 30, 2020with Doran Shakopee LLC and amended October 1, 2021.
OnJune 16, 2020, Canterbury Development, entered into an operating agreement with an affiliate of Greystone Construction (Greystone), 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 for a multi-use development on the 13-acre land parcel located on the southwest portion of the Companys Racetrack. Canterbury Developments equity contribution to Canterbury DBSV was approximately 13 acres of land, which were contributed to Canterbury DBSV on July 1, 2020. In connection with its contribution, Canterbury Development became a 61.87% equity member in Canterbury DBSV.
During the fourth quarter of 2020, Canterbury DBSV transferred approximately1.5 acres of land as an equity contribution into another joint venture, called GS Moving Up, LLC, a Minnesota limited liability company. In connection with its contribution, Canterbury DBSV became a 45.87% equity member in GS Moving Up, LLC.The land was used for the development of a new 28,000 square foot office building, with Greystoneoccupyingthe second floor as its corporate headquarters. The project was completed in the 2021 third quarter.
During the first quarter of 2022, Canterbury DBSV transferred approximately 3.5acres of land as an equity contribution into another joint venture, called Omry Canterbury, LLC, a Minnesota limited liability company. In connection with its contribution, Canterbury DBSV became a 16.2% equity member in Omry Canterbury, LLC. The land was used for the development of a 147-unit senior living community with initial occupancy beginningduring the fourth quarter of 2023.
During the fourth quarter of 2022, Canterbury DBSV transferred approximately 1.5acres of landas an equity contribution into another joint venture, called SW Gateway, LLC, a Minnesota limited liability company.In connection with its contribution, Canterbury DBSV became a 45.9% equity member in SW Gateway, LLC. The land was used for the development of a new 11,000 square foot building that isoccupied by a local restaurant and brewery, both of which began operations in July 2023.
During the fourth quarter of 2022, Canterbury DBSV sold approximately 1.7acres of land to A&M Kerber Holdings, LLC for total consideration of approximately $925,000 for the construction of a Next Steps Learning Center and child care facility, which began operations during the fourth quarter of 2023.
During the first quarter of 2024, Canterbury DBSV transferred approximately 1.6acres of landas an equity contribution into another joint venture, called Starting Gate, LLC, a Minnesota limited liability company.In connection with its contribution, Canterbury DBSV became a 47.77% equity member in Starting Gate, LLC. The land was used for the development of a new, 10,000 square foot commercial building that isoccupied by a local pizzarestaurant, BBQ restaurant, and fitness center, all of whichare in operationas of February 2025.
5
During the third quarter of 2024, Canterbury DBSV transferred approximately 1.5acres of landas an equity contribution into another joint venture, called High Stakes, LLC, a Minnesota limited liability company.In connection with its contribution, Canterbury DBSV became a 31.22% equity member in High Stakes, LLC. The land was used for the development of a new, 28,000 square foot office building. Theproject was completed in the 2025 fourth quarter.
On September 20, 2023, Canterbury Development, entered into an Operating Agreement with Trackside Hospitality, 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 16,000 square foot restaurant and entertainment venue, which began operations in June 2025. Canterbury Development's equity contribution to Trackside Investments was approximately 3.5 acres of land, which were contributed to Trackside Investments on August 20, 2024. In connection with its contribution, Canterbury Development became a 50% equity member in Trackside Investments. In addition, Canterbury Development is guaranteed an annual 6% preferred return on the balance of Canterbury Development's undistributed base capital.
In April 2020,Canterbury Development entered into twoagreements to sell approximately 14acres of land on the west side of the Racetrack to Pulte Homes of Minnesota (Pulte)and Lifestyle Communities for total consideration of approximately $3,500,000. Closing of the Lifestyle Communities and the first phase of the Pulte transactionsoccurred in April 2021, totaling approximately 9.8 acres. The closing of phase two of the Pulte transaction and the sale of the remaining 4.2 acresoccurred in June 2022.
Development approvals by Pulte on 110new for sale row homes and townhome residences at Canterbury Commons was completed in late 2020. The project received its approvals from the City of Shakopee in a joint planned urban development application with Lifestyle Communities, which islocated adjacent to the townhome project. Ground improvements and utility work commenced in early 2021 for both projects. Pulte has completed construction of allrow home and townhome buildings with all of theresidences occupied as of
December 31, 2025
.
In September 2021, the Company entered into a purchase agreement to sell approximately 37acres of land on the northeast corner of the Racetrack toMinneapolis-based Swervo Development Corporation (Swervo). Swervo intends to constructa state-of-the-art amphitheater as part of the Canterbury Commons development.The closing of the land sale took place in April 2023for approximately $8,800,000 in total consideration. In late 2023, Swervo broke ground and construction is underway on the amphitheater. They have announced their 2026 live concert series that will begin in June. In connection with the land sale and amphitheater development, Canterbury received approval for a three-phasebarn relocation and redevelopment plan which wassubstantiallycompleted in 2025.We believe this $15millionbarn area redevelopment project will continue the Companys ongoing commitment to provide quality horse racing in the State of Minnesota as well as allow for future development of Canterburys underutilized land.
In addition to the aforementioned projects, the Company continues to make progress with developer and partner selection for the other development opportunities within Canterbury Commons. The initialdevelopment portfolio was weighted heavily in the residential segment with over 800 units of multifamily and over 100 units of for sale townhomes. The Company anticipates more opportunity and focus in the entertainment, office, retail, and hospitality segments in the later phases of the Canterbury Commons development.Canterbury expects to make additional announcements of new partners for this phase in the future.
See footnote 11of the consolidated financial statements for more detailed information on recent transactions and development activity.
**Competition**
The Company operates in a highly competitive wagering and gaming environment with a large number of participants. The Company competes with competitive wagering operations and activities that include tribal casinos, state-sponsored lotteries, and other forms of legalized gaming in the U.S. and other jurisdictions. The Company competes with a number of tribal casinos in the State of Minnesota that offer video slot machines, table games, and both banked and unbanked card games, including Minnesotas largest casino, Mystic Lake, which is located approximately four miles from the Racetrack and which is owned by the Shakopee Mdewakanton Sioux Community ("SMSC").
The Company faces direct competition fromRunning Aces Harness Park (Running Aces)in Columbus Township, Anoka County, Minnesota, a racetrack and card room that is located approximately 40 miles from Canterbury Park. Running Acesoffers pari-mutuel wagering on live races of standardbred (harness) horses on a seasonal basis andyear-round wagering on simulcasting of all breeds of horse races. In addition to pari-mutuel wagering, Running Acesoperates a card room that directly competes with the Companys Casino.
Additionally, Internet-based interactive gaming and wagering is growing rapidly and adversely affects all forms of wagering offered by the Company. In recent years, this form of wagering has becomeincreasingly prevalent, asevidenced by the growth of sweepstakes websites and predictive market wagering.
Legislation became effective November1, 2016 in Minnesota that allowed the Company to begin collecting source market fees from companies that offer ADW wagering. These companies provide legal simulcast horse wagering over the internet. The legislation now allows the Company to recoup apercentage of all simulcast horse racing wagers made by Minnesota residents over the internet on out-of-state races.
The Minnesota legislature continues to consider bills to legalize sports betting in the State of Minnesota. If sports betting were legalized in Minnesota for tribal casinos and through mobile applications operated by the tribes, we would experience increased competition from the tribal casinos which could divert customers from our Casino and Racetrack and thus adversely affect our financial condition, results of operations, and cash flows.
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The Company also faces indirect competition from a variety of sources for discretionary consumer spending including spectator sports and other entertainment and gaming options. In the Minneapolis-Saint Paul metropolitan area, competition includes a wide range of live and televised professional and collegiate sporting events. In addition, live horse racing competes with a wide variety of summer attractions, including amusement parks, sporting events, and other local activities.
Finally, the Company competes with racetracks located throughout the United States in securing horses to run at the Racetrack. Attracting owners and trainers that can bring high quality horses to our Racetrack is largely dependent on our ability to offer competitive purses. The Company experiences significant competition for horses from racetracks located near Des Moines, Iowa and Chicago, Illinois. We expect this competition to continue for the foreseeable future.
Canterbury Development and its joint ventures face competition from developers of other residential, mixed use, office, retail, hotel, and entertainment spaces around Shakopee, Minnesota and elsewhere in Minnesota. These other developers may be larger and have more resources than Canterbury Development or than Canterbury Development and its developer partners on a combined basis. The leasing of real estate is highly competitive. The principal competitive factors are rent, location, lease term, lease concessions, services provided, and the nature and condition of the property to be leased. The Canterbury Development joint ventures will directly compete with all owners, developers, and operators of similar space in the areas in which our properties are located. The number of competitive multifamily properties in our particular market could adversely affect lease rates at residential properties in Canterbury Commons, as well as the rents able to be charged. In addition, other forms of residential properties, including single family housing and town homes, provide housing alternatives to potential residents of luxury apartment communities like our Triple Crown Residences at Canterbury Park. Likewise, the competition for high-quality tenants for retail, office, and other spaces is intense. In order to be successful, our real estate joint ventures must have high lease rates, competitive rental rates, and maintain high occupancy rates with a financially stable tenant base.
We may again in the future seek developers or other partners for joint venture arrangements or opportunities for Canterbury Development to develop our properties. We will be competing with other property owners, both around Shakopee and elsewhere, for high-quality builders, commercial and residential real estate firms, and developers that share our vision for Canterbury Commons. We have in the past and may agree in the future to sell parcels of land to third parties that will then develop the properties and in that case, we will also be in competition with other sellers of properties for purchasers. Although we will have no continuing ownership in these land sales, we believe that the ability to effectively compete for tenants will be a factor in the purchasers selection of our property over other competing properties for their developments.
**Regulation and Regulatory Changes**
*General*
The ownership and operation of the Racetrack in Minnesota is subject to significant regulation by the MRC under the Minnesota Racing Act and the rulesadopted by the MRC. The Minnesota Racing Act governs the allocation of each wagering pool to winning bettors, the Racetrack, purses, pari-mutuel taxes, and the MBF, and empowers the MRC to license and regulate substantially all aspects of horse racing in the state. The MRC, among other things, grants operating licenses to racetracks after an application process and public hearings, licenses all racetrack employees, jockeys, trainers, veterinarians, and other participants, regulates the transfer of ownership interests in licenses, allocates live racedays and simulcast-only racedays, approves race programs, regulates the conduct of races, sets specifications for the racing ovals, animal facilities, employee quarters and public areas of racetracks, regulates the types of wagers on horse races, and approves significant contractual arrangements with racetracks, including management agreements, simulcast arrangements, and totalizator contracts.
A federal statute, the Interstate Horse Racing Act of 1978, also requires that a racetrack must obtain the consent of the group representing the horsepersons (owners and trainers) racing the breed of horses that race a majority of the time at the racetrack (which is the MNHBPA), and the consent of the state agency regulating the racetrack (in Minnesota, the MRC), in order to transmit simulcast signals of its live races or to receive and use simulcast signals from other racetracks.
*Issuance of ClassA and ClassB Licenses to the Company*
The Company holds a ClassA License, issued by the MRC, that allows the Company to own and operate the Racetrack. The ClassA License is effective until revoked, suspended by the MRC, or relinquished by the licensee. Currently, the fee for a ClassA License is $253,000 per fiscalyear.
The Company also holds a ClassB License, issued by the MRC, that allows the Company to sponsor and manage horse racing on which pari-mutuel wagering is conducted at its ClassA licensed racetrack and on other horse races run at out-of-state locations as authorized by the MRC. The ClassB License is renewable eachyear by the MRC after a public hearing (if required by the MRC). Currently, the fee for the ClassB License is $500 for each assigned race day on which live racing is actually conducted and $100 for each day on which simulcasting is authorized and actually takes place.
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In addition, the law requires that the Company reimburse the MRC for actual costs, including stewards, state veterinarians and drug testing, related to the regulating of live racing. For fiscalyears ended December 31, 2025 and 2024, the Company paid $557,000 and $555,000, respectively, to the MRC as reimbursement for costs of regulating live racing operations.
The MRC is also authorized by the Racing Act to regulate Casino operations. The law requires that the Company reimburse the MRC for its actual costs, including personnel costs, of regulating the Casino. For fiscalyears ended December 31, 2025 and 2024, the Company paid $354,000 and $356,000, respectively, to the MRC as reimbursement for costs of regulating Casino operations.
On January19, 2000, the MRC issued an additional ClassB License to the Company that authorized the Company to host unbanked card games. The ClassB License is renewable eachyear by the MRC after a public hearing (if required by the MRC). Currently, the ClassB License fee of $10,000 per calendaryear is included in the ClassA License fee of $253,000 per calendaryear.
*Limitation on the Number of ClassA and ClassB Licenses*
Pursuant to the Racing Act, so long as the Racetrack maintains its ClassA License, no other ClassA License may be issued to allow an entity to own and operate a racetrack in the seven county metropolitan area where thoroughbred and quarter horses are raced. However, the Racing Act provides that the MRC may issue an additional ClassA License within the seven-county metropolitan area, if the additional license is issued for a facility that, among other conditions, is located more than 20 miles from the Racetrack, contains a track no larger than five-eighths of a mile in circumference, and is used exclusively for harness racing. In January2005, this additional ClassA license was issued for the location that later became known as Running Aces(see Risk Factors below).
*Limitation on Ownership and Management of an Entity that holds a ClassA or ClassB License*
The Racing Act requires prior MRC approval of all officers, directors, 5% shareholders, or other persons having a present or future direct or indirect financial or management interest in any person applying for a ClassA or ClassB license, and if a change of ownership of more than 5% of the licensees shares is made after an application is filed or the license issued, the applicant or licensee must notify the MRC of the changes within fivedays of this occurrence and provide the information required by the Racing Act.
*Advanced Deposit Wagering Legislation*
Minnesota ADW legislation that became effective November1, 2016requires ADW providers to be licensed by the MRC and established licensing criteria and regulatory oversight of ADW providers doing business in the State of Minnesota. The law allows licensed racetracks to negotiate separate agreements with the ADW providers to remit source market fees to those racetracks. The ADW source market revenue to the Company totaled approximately $1,326,000 and $1,288,000 for the fiscalyears ended December 31, 2025 and 2024, respectively. As part of the agreement, 50% of source market fees is allocated to purse accounts and the MBF.
*Horseracing Integrity and Safety Act*
The Horseracing Integrity and Safety Act ("HISA"), which was passed at the end of 2020 and amended in late 2022, creates uniform national standards for thoroughbred racing in the areas of racetrack safety and medication. The Horseracing Integrity and Safety Authority was established to enforce HISA and operates under the oversight of the Federal Trade Commission. In addition to oversight by the MRC, our Racetracks and their participants are subject to the HISA equine safety, welfare and drug testing rules and regulations established by the Horseracing Integrity and Safety Authority under HISA.
*Sports Betting*
The Minnesota legislature is continuing to considerbills to legalize sports betting in Minnesota at tribal casinos and online through mobile applications operated by the tribes. It is not certain whether any of these billswill be adopted into law.If sports betting were legalized in Minnesota for tribal casinos and through mobile applications operated by the tribes, we would experience increased competition from the tribal casinos which could divert customers from our Casino and Racetrack and thus adversely affect our financial condition, results of operations, and cash flows.
*Local Regulation*
The Companys operations are subject to state and local laws, regulations, ordinances, and other provisions affecting zoning, public health, and other matters that may have the effect of restricting the uses to which the Companys land and other assets may be used. Also, any development of the Racetrack site and Canterbury Commons is, among other things, subject to applicable zoning ordinances and requires approval by the City of Shakopee and other authorities. There can be no assurance these approvals will be obtained for any future development the Company proposes.
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**Marketing**
The Companys primary market is the seven-county Minneapolis-Saint Paul metropolitan area (Hennepin, Ramsey, Anoka, Washington, Dakota, Scott, and Carver) plus the two counties to the south of the Racetrack and Casino (Le Sueur and Rice). The City of Shakopee, located in the southwestern portion of the metropolitan area, is one of the fastest growing communities in the region, and Scott County is one of the fastest growing counties in the country.
To support its Casino, pari-mutuel horse racing,and catering and events businesses, the Company conductsyear-round marketing efforts to maintain the loyalty of existing customers and attract new players and customers to the property. The Company uses radio, television, digital advertising, social media, print advertising, and direct marketing to communicate to its audiences. In addition to its regular advertising and communication program, the Company conducts numerous special promotions, handicapping contests, and Casino tournaments to attract incremental visits. The Company also uses aplayer rewards and database marketing program to enhance the loyalty of its guests.
The Company continues to focus on creating a premier guest experience as the core element of its marketing efforts. This includes delivering great customer service, developing new food and beverage offerings, creating fan education programs, and providing entertainment opportunities that go beyond the traditional pari-mutuel wagering and card playing activities.
**Human Capital and Team Members**
*Talent Management*
At December 31, 2025, the Company had 214full-time team membersand 532part-time team members. The Company adds approximately 350 team memberson a seasonal basis for live racing operations from early Mayuntil September. We have seen,and continue to see,industry-wide labor shortages causing challenges in hiring or re-hiring for certain positions. In response, we have enhanced our recruitment and retention efforts and increased compensationwhere needed to maintain competitivenessin this difficult market.
We also offer benefits to eligible employees, including participation in our KSOP Plan (the KSOP) that includes the Employee Stock Ownership Plan (the ESOP) and the 401(k)Plan. Beginning January1, 2016, the matching of employee contributions has beenissued in Company stock, which we believe aligns the interests of Company employees with our shareholders and allows employees to participate in the success that they help create at our company.
Our success depends in large part upon our ability to attract, retain, train, lead, and motivate skilled team members. To facilitate the recruitment, development, and retention of our valuable team members, we strive to make Canterbury Park a diverse, inclusive, and safe workplace, with opportunities for our team to grow and develop. The Company offers training and development opportunities for team members to enhance leadership and communication skills. To help retain talent, we measure team member engagement, including conducting regular engagement surveys to all team members. The most recent survey was conducted in 2024and reflected an engagement level among our team membersthat exceeded the average engagement levels of benchmarked companies.
*Health and Safety*
During2025, we continued to focussignificant attention to enhancing health and safety protocols. In addition, our employee guidelines and policies are founded on our cornerstones of safety, service, courtesy, cleanliness, and integrity. We are committed to equal opportunity employment and prohibit harassment or discrimination of any kind. We have adopted an open door policy to encourage an honest employer-associate relationship which includes a confidential hotline available to all employees.
**Executive Officers**
The executive officers of the Company, their ages and their positions with the Company at March10, 2026are as follows:
|
Name |
|
Age |
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Position with Company |
|
|
Randall D. Sampson |
|
67 |
|
President, CEO, and Chairman of the Board |
|
|
|
|
|
|
|
|
|
Randy J. Dehmer |
|
43 |
|
Senior Vice President of Finance and CFO |
|
Randall D. Sampson has been President and Chief Executive Officer since the formation of the Company in March 1994. Mr. Sampson was also named Chairman of the Board on October 3, 2019. He has been active in horse industry associations, currently serving as Director of the Thoroughbred Racetracks of America and is a past Vice President of the Thoroughbred Racetracks of America and past President of the Minnesota Thoroughbred Association. Mr.Sampson also servedas a director of Pineapple EnergyInc. (Nasdaq:PEGY), a growing domestic operator and consolidator of residential solar, battery storage, and grid service solutions based in Minnetonka, Minnesota, until 2024.
Randy J. Dehmer was hired as Vice President of Finance and Chief Financial Officer in May 2019, and promoted to Senior Vice President of Finance in September 2021. Mr. Dehmer worked for the Company from December 2007 to August 2013, most recently serving as controller from March 2012 to August 2013. Prior to rejoining the Company, he served as financial controller for Clearfield, Inc. (Nasdaq: CLFD), which designs, manufactures, and distributes fiber protection, fiber management and fiber delivery solutions, from September 2013 to May 2019. Mr. Dehmer also currently serves as a director on the Shakopee Chamber of Commerce board.
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**Item1A.RISK FACTORS**
In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and us could materially affect our business, results of operations and financial condition and the market price of our common stock.Although we believe that we have identified and discussed below the material risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be material that may adversely affect our business, results of operations and financial condition, or the market price of our common stock.
**Risk Factors Related to Horse Racing and Gaming Generally**
*We may not be successful at implementing our growth strategy.*
In 2023, we developed a five-year strategic plan focused on growing Casino revenue.As part of our execution on the five-year strategic plan, we are actively evaluating new opportunities that would diversify and grow our business, including through potential strategic transactions and initiatives.
We cannot ensure that this growth strategy will be successful either in the short-term or in the long-term, or that this overall strategy will generate a positive return on our investment.We must commit significant resources to these strategic transactions and initiatives before knowing whether our investments will result in the operational or financial results we expect or intend. The return on our investments in strategic transactions and initiatives may be lower, or may develop more slowly, than we expect.
Our growth strategy may place significant demands on our financial, operational, and management resources. We may notsuccessfully execute on our growth strategy because oflegislative, regulatory, financial, or other hurdles that we fail to overcome in a timely fashion. Additionally, we may compete with other companies for attractive strategic opportunities. The process of identifying and exploring strategic transactions and initiatives is time consuming and may result in a diversion of managements time and attention away from existing business activities. Additionally, if we do not effectively communicate our growth strategy to our investors and stakeholders, we may not realize the full benefits that we would otherwise gain through successful execution of that strategy.
If we do not achieve the benefits anticipated from our investments in our growth strategy or if the achievement of these benefits is delayed, our operating results may be adversely affected. There can be no assurance that we will develop and implement transactions and initiatives that will advance the goals of our strategic plan in a cost-effective or timely manner or at all.
*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.*
Our business issensitive to downturns in the economy and the associated impact on discretionary spending on entertainment, gaming, and other leisure activities. Our in-person visitors are predominately local, so we compete for more day-to-day discretionary spending as compared with destination spending. Decreases in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions or the economic conditions in the Twin Cities or Minnesota specifically, effects of declines in consumer confidence in the economy, any future employment and credit crisis, the impact of high and prolonged inflation, particularly with respect to housing, energy and food costs, the increased cost of travel, decreased disposable consumer income and wealth, fears of war and future acts of terrorism, or widespread illnesses or epidemics can have a material adverse effect on discretionary spending and other areas of economic behavior that directly impact the gaming and entertainment industries in general and could further reduce customer demand in our Casino, Racetrack, and food and beverage segments, which may negatively impact our revenues and operating cash flow.
*We have experienceda decrease inrevenue and profitability from live racing.*
Following the expiration of the Cooperative Marketing Agreement ("CMA") on December 31, 2022, we havenot received any purse enhancement, marketing payments, or other amounts under the CMA.In 2022, the SMSC paid an annual purse enhancement of $7,280,000 and an annual marketing payment of $1,620,000. The purse enhancement payments were paid directly to the MNHBPA to support purse sizes and accordingly, such payments had no direct impact on the Companys consolidated financial statements or operations. The marketing payments under the CMA offset the Companys expense relating to certain marketing efforts, including signage, promotions, player benefits, and events.
Accordingly, due to the lack of an annual purse enhancement, the purses and the number of races we were able to offer in the 2025 and 2024live racing seasons weresmaller than they have been in the past. These factors resulted in adecrease in wagering on live races (particularly out-of-state handle), which ultimately resulted in a decrease in revenue from live racing in 2025 and 2024as compared to 2022.
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Weenter into an agreement with the horsepersons each year for the following years live racing season. For the 2024 live racing season, we agreed with the MNHBPA and MQHRA to a 54-day racing season and agreed to contribute an additional share of our Casino revenue to the statutorily required purse amounts to guarantee purses for overnight races at $23,000 per race. The parties recognized there was likely to be a significant financial cost to the Company in establishing a 2024 thoroughbred purse structure intended to average $23,000 per conducted overnight race and that to maintain that average purse structure, the Company made an overpayment that may be repaid to the Company by the MNHBPA through reimbursement in subsequent racing years. This overpayment of purses by the Company was intended to create a short-term bridge until additional purse supplements can be obtained from other sources. At the conclusion of the 2024 live race meet, the Company recorded a receivable related to the overpayment of 2024 purses in the amount of $1,597,463, which is presented as Other long-term receivables on the Company's balance sheet as of December 31, 2024. In addition, the Company agreed to allocate approximately $400,000 to be used as recruiting and participation incentives to attract thoroughbred trainers, owners, and stables for the 2024 live meet in an effort to generate additional pari-mutuel handle through improved field size. For the year ended 2024, the Company recognized expenses of $418,000 related to these incentives.
Additionally,for the 2025 live racing season, we agreed with the MNHBPA and MQHRA to a 51-day racing season and agreed to contribute an additional $500,000 above the statutorily required purse amounts to guarantee purses. The parties recognized there was likely to be a significant financial cost to the Company in establishing this 2025 thoroughbred purse structure and that to maintain that average purse structure, the Company made an overpayment that may be repaid to the Company by the MNHBPA through reimbursement in subsequent racing years. This overpayment of purses by the Company was intended to create a short-term bridge until additional purse supplements can be obtained from other sources. At the conclusion of the 2025 live race meet, the Company recorded a receivable related to the overpayment of 2025 purses in the amount of $500,000
The combined amounts from the 2024 and 2025 live race meet agreements of $2,097,463 is presented as Other long-term receivables on the Company's balance sheet as of December 31, 2025. 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 2025 overpayment amount from those purse supplements.
Management believes it is likely that additional purse supplements will ultimatelybe obtained when considering both the length of time to secure such funds (five years following the 2025 live race meet)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. Accordingly, management believes no allowance related to this receivable is necessaryat December 31, 2025.
Additionally, if, for any reason, we are unable to reach an annual agreement with the MNHBPA and the MQHRA for any future live racing season, our operations would be adversely affected by a decrease in the daily purses, potential reduction in the quality of horses, lower attendance, lower overall average handle, and substantially greater operating expenses.
While we are pursuing initiatives to strengthen the financial returns of live racing at the Racetrack and to manage our marketing spend, there can be no assurance that we will identify and implement initiatives that will advance these goals in a cost-effective or timely manner or at all.
*We may not be able to attract a sufficient number of horses and trainers to achieve above average field sizes.*
We believe that patrons prefer to wager on races with a number of horses in the race (the field) at or above the national average. Failure to offer races with adequate fields generally results in less wagering on our horse races. Our ability to attract adequate fields depends on several factors, including our ability to offer and fund competitive purses andthe overall horse population available for racing. Various factors have led to declines in the horse population in Minnesota andotherareas of the country, including competition from racetracks in other areas, increased costs,changing economic returns for owners and breeders, and the spread of various debilitating and contagious equine diseases. If our racetrack is faced with a sustained outbreak of a contagious equine disease, it could have a material impact on our profitability.
Finally, if we are unable to attract horse owners to stable and race their horses at our racetrack by offering a competitive environment, including high-quality facilities, a well-maintained racetrack, comfortable conditions for backstretch personnel involved in the care and training of horses stabled at our racetrack, and a competitive purse structure, our profitability could also decrease. We also face increased competition for horses and trainers from racetracks that are licensed to operate slot machines and other electronic gaming machines that provide these racetracks an advantage in generating new, additional revenues for race purses and capital improvements. Our inability in the future to attract adequate fields could have a material adverse impact on our business, financial condition, and results of operations.
*We face significant competition, both directly from other racing and gaming operations and indirectly from other forms of entertainment and leisure time activities, which could have a material adverse effect on our operations.*
We face intense competition in our market, particularly direct competition from Running Aces in Columbus Township, Anoka County, Minnesota, a racetrack and card room that is located approximately 40 miles from Canterbury Park.Running Acesoffers pari-mutuel wagering on live races of standardbred (harness) horses on a seasonal basis andyear-round wagering on simulcasting of all breeds of horse races. In addition to pari-mutuel wagering, Running Acesoperates a card room that directly competes with the Companys Casino.
We also compete with tribal-owned casinos. These tribal facilities have the advantage of being exempt from some state and federal taxes and state regulation of indoor smoking and also have the ability to offer a wider variety of gaming products with increased limits.
The Company competes with racetracks located throughout the United States in securing horses to run at the Racetrack. Attracting owners and trainers that can bring high-quality horses to our Racetrack is largely dependent on our ability to offer competitive purses. The Company experiences significant competition for horses from racetracks located near Des Moines, Iowa and Chicago, Illinois. We expect this competition to continue for the foreseeable future.
Internet-based interactive gaming and wagering, both legal and illegal, is growing rapidly and adversely affects all forms of wagering offered by the Company. Weanticipate competition in this area will become more intense as new internet-based ventures enter our industry and as state and federal regulations on internet-based activities are clarified. Additionally, we compete with other forms of gambling, including betting on professional sports, spectator sports, other forms of entertainment, and other racetracks throughout the country.
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We expect competition for our existing and future operations to increase from Running Aces, existing tribal casinos, and racetracks that are able to subsidize their purses with alternative gaming revenues. Competition for simulcasting customers will be intense given the 2016 legalization of online internet wagering on horse racing in Minnesota, through ADWproviders. In addition, several of our tribal gaming competitors in Minnesota have substantially larger marketing and financial resources than we do, and this competition may increase if sports betting is legalized in Minnesota at tribal casinos and online through mobile applications operated by the tribes.Increased competition from the tribal casinos could divert customers from our Casino and Racetrack and thus adversely affect our financial condition, results of operations, and cash flows.
Furthermore, the Company faces indirect competition from a variety of sources for discretionary consumer spending, including spectator sports and other entertainment and gaming options. In the Minneapolis-Saint Paul metropolitan area, competition includes a wide range of live and televised professional and collegiate sporting events. In addition, live horse racing competes with a wide variety of summer attractions, including amusement parks, sporting events, and other local activities.
*Nationally, the popularity of horse racing has declined.*
There has been a general decline in the number of people wagering on live horse races at North American racetracks, either in person or via simulcasting, due to a number of factors, including increased competition from other wagering and entertainment alternatives as discussed above. Declining interest in horse racing has had a negative impact on revenues and profitability in our horse racing business. A general decline in interest in horse racing and pari-mutuel wagering could have a material adverse impact on our business, financial condition, and results of operations in futureyears.
*A lack of confidence in the integrity of our core businesses could affect our ability to retain our customers and engage with new customers.*
The integrity of horse racing, casino gaming, and pari-mutuel wagering industries must be perceived as fair to patrons and the public at large. To prevent cheating or erroneous payouts, oversight processes must be in place to ensure that these activities cannot be manipulated. A loss of confidence in the fairness of our industries could have a material adverse impact on our business.
*Horse racing is an inherently dangerous sport, and our racetrack is subject to personal injury litigation.*
Although we carry jockey accident insurance at our racetrack to cover personal jockey injuries that may occur during races or daily workouts, there are certain exclusions to our insurance coverage, and we are still subject to litigation from injured participants. We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits or agree to certain exclusions from our coverage. Our results may be affected by the outcome of litigation, as this litigation could be costly and time consuming and could divert our management and key personnel from our business operations.
*Our business depends on using totalizator services.*
Our customers use information provided by a third-party vendor that accumulates wagers, records sales, calculates payoffs, and displays wagering data in a secure manner to patrons who wager on our horse races. Any failure to keep this technology current could limit our ability to serve patrons effectively or develop new forms of wagering or affect the security of the wagering process, thus affecting patron confidence in our product. A perceived lack of integrity in the wagering systems could result in a decline in bettor confidence and could lead to a decline in the amount wagered on horse racing. In addition, a totalizator system failure could cause a considerable loss of revenue if betting machines are unavailable for a significant period of time or during an event with high betting volume.
*Inclement weather and other conditions may affect our ability to conduct live racing.*
Since horse racing is conducted outdoors, unfavorable weather conditions, including extremely high and low temperatures, high winds, storms, tornadoes, and poor air quality, could cause events to be postponed or canceled or attendance to be lower, resulting in reduced wagering. For example, in 2025, the Company had to cancel one day of live racingdue to inclement weather.Our operations, as well as the racetracks from which we receive simulcast signals, are subject to reduced patronage, disruptions, or complete cessation of operations due to weather conditions, natural disasters, and other casualties. While the Company maintains insurance for inclement weather conditions, if a prolonged business interruption were to occur due to inclement weather and continue for a significant length of time at our racetrack, it could have a material adverse impact on our business, financial condition, and results of operations.
**Risks Related to Government Regulation of our Horse Racing and Gaming Generally**
*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.*
Our operations and oversight by the MRC are ultimately subject to the laws of Minnesota including, but not limited to, the Minnesota Racing Act and HISA, and there exists the risk that these laws may be amended in ways adverse to our operations. In particular, we are required to pay special racing-related and Casino-related taxes and fees in addition to normal federal, state, and local income taxes as well as costs related to HISA regulations. These taxes and fees are subject to increase at any time. From time to time, state and local legislators and officials have proposed changes in tax laws, or in the administration of laws affecting our industry, such as the allocation of each wagering pool to winning bettors, the Racetrack, purses, and the MBF. In addition, poor economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes. It is not possible to predict with certainty the likelihood of changes in tax laws or in the administration of these laws. These changes, if adopted, could have a material adverse effect on our operations.
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*We are subject to extensive regulation from gaming authorities that could adversely affect us.*
We are subject to significant regulation by the MRC under the Racing Act and the rulesadopted by the MRC. The MRC has the authority to increase the ClassA and ClassB license fees. In addition, the Minnesota Racing Act requires that we reimburse the MRC for its actual costs of regulating theCasino, including personnel costs. Increases in these licensing and regulatory costs could adversely affect our results of operations.
Amendments to the Minnesota Racing Act or decisions by the MRC in regard to any one or more of the following matters could also adversely affect the Companys operations: the granting of operating licenses to Canterbury Park and other racetracks after an application process and public hearings; the licensing of all track employees, jockeys, trainers, veterinarians, and other participants; regulating the transfer of ownership interests in licenses; allocating live racedays and simulcast-only racedays; approving race programs; regulating the conduct of races; setting specifications for the racing ovals, animal facilities, employee quarters, and public areas of racetracks; changes to the types of wagers on horse races; and approval of significant contractual agreements.
**Risks Related to our Real Estate Development Efforts**
*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.*
On April 2, 2018, Canterbury Developmententered into an 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) to construct an upscale apartment complex called the Triple Crown Residences.In September 2018, Canterbury Development contributed approximately 13 acres of land as its equity contribution in the Doran Canterbury I joint venture and became a 27.4% equity member. Construction of the 321-unit first phase began in late 2018 with initial occupancy on June 1, 2020. As of the end of December2021, all 321 unitswere available for occupancy.
In August 2020, Doran exercised its option for Phase II of the project toinclude an additional 305 residential units, and Canterbury Development entered into a second joint venture agreement with Doran. Pursuant to this second agreement, in early August 2020, the Company transferred approximately 10 acres of land to the second joint venture with Doran, resultingin receiving 27.4% ownership in the Doran II joint venture.Canterbury Development will relyon Doran for the successful leasing and operation of the Triple Crown Residences.If Doran's ability to successfully lease and operatethis project is impaired, it could have a material adverse effect on our business, prospects, financial condition, or results of operations.
*We rely on the efforts of our partner Greystone Construction for a development project.*
On June 16, 2020, Canterbury Development entered into an operating agreement with an affiliate of Greystone Construction ("Greystone"), as the two members of a Minnesota limited liability company named Canterbury DBSV Development, LLC (Canterbury DBSV). Canterbury DBSV was formed as part of a joint venture between Greystone and Canterbury Development LLC for a multi-use development on the 13-acre land parcel located on the southwest portion of the Companys racetrack. Canterbury Developments equity contribution to Canterbury DBSV was approximately 13 acres of land, which were contributed to Canterbury DBSV on July 1, 2020. In connection with its contribution, Canterbury Development became a 61.87% equity member in Canterbury DBSV. The Company will rely on the efforts of our partner Greystone Construction for the success of this new development project.If Greystone Constructions ability to successfully develop this project is impaired, it could have a material adverse effect on our business, prospects, financial condition, or results of operations.
*We may not be successful in executing our real estate development strategy.*
Canterbury Developmentis currently pursuing other opportunities for the commercial development of its underutilized land. The development of residential and commercial real estate involves many risks, including, but not limited to: the selection of development partners; building design and construction; obtaining government permits; financing; securing and retaining tenants; and the volatility of real estate market conditions. Accordingly, there can be no assurance that ourreal estate development activities will be successful.
*We are obligated to make improvements in the TIF district and will be reimbursed only to the extent of future tax revenue.*
Under the Redevelopment Agreement with the City of Shakopee, the Company has agreed to undertake a number of specific public infrastructure improvements within the TIF District. The funding that the Company will be paid as reimbursement under the TIF program for these improvements is not guaranteed, but will depend on future tax revenues generated from the developed property.
*We face competition from other real estate developers.*
Canterbury Development and its joint ventures face competition from developers of other residential, mixed use, office, retail, hotel, and entertainment spaces around Shakopee, Minnesota and elsewhere in Minnesota. These other developers may be larger and have more resources than Canterbury Development or than Canterbury Development and its developer partners on a combined basis. The leasing of real estate is highly competitive. The principal competitive factors are rent, location, lease term, lease concessions, services provided, and the nature and condition of the property to be leased. The Canterbury Development joint ventures will directly compete with all owners, developers, and operators of similar space in the areas in which our properties are located. The number of competitive multifamily properties in our particular market could adversely affect lease rates at residential properties in Canterbury Commons, as well as the rents able to be charged. In addition, other forms of residential properties, including single family housing and town homes, provide housing alternatives to potential residents of luxury apartment communities like our Triple Crown Residences at Canterbury Park. Likewise, the competition for high quality tenants for retail, office, and other spaces is intense. In order to be successful, our real estate joint ventures must havecompetitive rental ratesand maintain high occupancy rates with a financially stable tenant base.
13
We may again in the future seek developers or other partners for joint venture arrangements or opportunities for Canterbury Development to develop our properties. We will be competing with other property owners, both around Shakopee and elsewhere, for high quality builders, commercial and residential real estate firms, and developers that share our vision for Canterbury Commons. We have in the past and may agree in the future to sell parcels of land to third parties that will then develop the properties and in that case, we will also be in competition with other sellers of properties for purchasers. Although we will have no continuing ownership in these land sales, we believe that the ability to effectively compete for tenants will be a factor in the purchasers selection of our property over other competing properties for their developments.
**General Risk Factors**
*We may be adversely affected by the effects ofinflation.*
Inflationhas the potential to adversely affect our business, results of operations, financial position, and liquidity by increasing our overall cost structure. The existence ofinflationin the economy has the potential to result in higher interest rates and capital costs, supply shortages, increased costs of labor, and other similar effects. As a result ofinflation, we have experienced and may continue to experienceincreases in the costs of food and beverage supplies, labor, materials, energy, fuel, and other inputs. Although we may take measures to mitigate the impact of thisinflationthrough pricing actions and efficiency gains, if these measures are not effective, our business, results of operations, financial position, and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the costinflationis incurred. Additionally, the pricing actions we take could result in a decrease in market share.
*Our success may be affected if we are not able to attract, develop, and retain qualified personnel.*
Our ability to compete effectively depends on our ability to identify, recruit, develop, and retain qualified personnel.In particular, we depend upon the skills and efforts of our senior executives and management team, including Randall D. Sampson, who has served as our Chief Executive Officer since 1994. If we are unable to successfully identify, recruit, develop, and retain qualified personnel or adapt to changing worker expectations and working arrangements, it may be difficult for us to manage and grow our business, which could adversely affect our results of operations and financial condition. Additionally, our inability to retain the key members of our senior executives and management team could adversely affect our results of operations and financial condition.
*The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties.*
The payment and amount of future quarterly dividends is within the discretion of the Board of Directors and will depend on factors the Board deems relevant at each time it considers declaring a dividend. These factors include, but are not limited to: available cash; managements expectations regarding future performance and free cash flow; alternative uses of cash to fund capital expenditures and real estate development; and the effect of various risks and uncertainties described in this Risk Factors section.
*Our information technology and other systems are subject to cybersecurity risk including misappropriation of customer information or other information security incidents.*
We rely on information technology and other systems to maintain and transmit customers personal and financial information, credit card information, mailing lists, and other information. We have taken steps designed to safeguard our customers personal and financial information and have implemented systems designed to meet the applicablerequirements of the Payment Card Industry standards for data protection. However, our information and processes are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent access or use by unauthorized individuals. The steps we take to deter and mitigate these risks may not be successful, and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation, and loss of reputation, potentially impacting our financial results. Although we have invested in and deployed security systems and developed processes that are designed to protect all sensitive data, prevent data loss, and reduce the impact of asecurity incident, such measures cannot provide absolute 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.*
We receive, store, and process personal information and other customer data. There are numerous federal, state, and local laws regarding privacy and the storing, sharing, use, processing, disclosure, and protection of personal information and other data. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other player data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our customers to lose trust in us, which could have an adverse effect on our business.
While we maintain insurance coverage specific to cyber-insurance matters, any failure on our part to maintain adequate safeguards may subject us to significant liabilities.
14
Additionally, if third parties we work with, such as vendors, violate applicable laws or our policies or suffer a significant cybersecurity incident, these violations may also put our customers information at risk and could in turn have an adverse effect on our business. The Company is also subject to payment card association rulesand obligations under its contracts with payment card processors. Under these rulesand obligations, if information is compromised, the Company could be liable to payment card issuers for the associated expense and penalties. In addition, if the Company fails to follow payment card industry security standards, even if no customer information is compromised, the Company could incur significant fines or experience a significant increase in payment card transaction costs.
*Provisions of Minnesota law, our articles of incorporation, our bylaws and other agreements may deter a change of control of our company and may have a possible negative effect on our stock price.*
Certain provisions of Minnesota law, our articles of incorporation, our bylaws and other agreements may make it more difficult for a third-party to acquire, or discourage a third-party from attempting to acquire, control of the Company, including:
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the provisions of Minnesota law relating to business combinations and control share acquisitions; |
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the provisions of our bylaws regarding the business properly brought before shareholders and shareholder director nominations; |
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the right of our Board to establish more than one class or series of shares and to fix the relative rights and preferences of any such different classes or series; |
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the provisions of our articles of incorporation providing for a right, if specified events occur relating to our gaming license, to redeem all or any portion of the equity securities held by any person or group that becomes the beneficial owner of 5% or more of any class of our equity securities or increases its beneficial ownership of any class of our equity securities by 5% or more; |
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the provisions of our Stock Plan requiring or permitting the acceleration of vesting of awards granted under the Stock Plan in the event of specified events that generally would constitute a change in control; and |
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the provisions of our agreements provide for severance payments to our executive officers and other officers and the accelerated vesting or payment of their awards in the event of certain terminations following a change in control. |
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These measures could discourage or prevent a takeover of our company or changes in our management, even if an acquisition or such changes would be beneficial to our shareholders. This may have a negative effect on the price of our common stock.
**Item1B.UNRESOLVED STAFF COMMENTS**
*Not Applicable.*
**Item1C. CYBERSECURITY**
The Company maintains a governance structure to address cybersecurity risk, which involves the Board, the Audit Committee, the Companys Senior Manager of Information Technology, and a dedicated Incident Response Team.
The Company utilizes a cross-functional, multilayered approach to risk management in its cybersecurity to identify, prevent, and mitigate cybersecurity threats to the Company designed to preserve the confidentiality, security, and integrity of the Companys information and data. The Company conducts periodic tests to assess the Companys processes and procedures and the threat landscape. The Board and the Audit Committee receive regular presentations on cybersecurity-related topics ranging from the results of penetration testing, recent developments, evolving standards, the threat environment, technological trends, and information security considerations facing the Company and its peers. At least annually, the Board discusses the Companys approach to cybersecurity risk management with the Companys Senior Manager of Information Technology, and at least annually, or more frequently as necessary, the Companys Senior Manager of Information Technology meets with the Audit Committee to discuss cybersecurity risk management. The Companys security program and IT-related controls are regularly examined by internal auditors and various regulators.
The Company's Incident Response Team is led by our Senior Manager of Information Technology and also comprised of various cross-functional members of management. The team is responsible for identifying, assessing, mitigating, and reporting on material cybersecurity risks and will present regular reports to the Audit Committee and the Board. The Board and the Audit Committee are also informed of any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed.
The Company maintains an operational Incident Response Plan (IRP) that defines how the Company handles cyber incidents, including escalation, reporting and remediation procedures. The IRP is reviewed annually both internally and by third parties during regular audits. In addition, the Company retains a third-party consultant with expertise in cyber risks and incidents to advise on cybersecurity related matters. The Companys consultant is also part of the Companys IRP procedures and provides independent analysis and advice during cybersecurity investigations. The Company also provides annual trainings for all employees designed to reinforce the Companys information technology risk and security management policies, standards and practices, as well as the expectation that all employees comply with these policies. These trainings are supplemented by Company-wide assessment initiatives, including periodic testing. The Company provides specialized security training for certain employee roles.
*15*
The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, as well as the systems of *third* parties that could adversely impact our business in the event of a cybersecurity incident affecting those *third*-party systems.
Although we have designed our cybersecurity program and governance procedures above to mitigate cybersecurity risks, we face unknown and changing cybersecurity risks, threats and attacks. To date, these risks, threats or attacks have not had a material impact on our operations, business strategy, or financial results, but we cannot provide assurance that they will not have a material impact in the future. See the section entitled Risk Factors included elsewhere in this Annual Report for further information.
**Item2.PROPERTIES**
*General*
The Companys facilities, which are owned and operated under the name Canterbury Park, are a modern complex of buildings and grounds that include racing surfaces, a grandstand, event center, barn and backside facilities, and parking in Shakopee, Minnesota.The Racetracks grandstand has a patron capacity of approximately 10,000 within enclosed areas and a maximum patron capacity of over 30,000 including outside areas around the grandstand.
*Underutilized Land*
In 2024, the Company transferred approximately 3.5 acres of land to the Trackside Investments joint venture. As of December 31, 2025, the Company has approximately 35acres of land remaining that are owned or controlled by the Company that are not currently used for its business operations, and could be developed or sold, in whole or in part. See discussion above titled Development Operations and footnote 11to the consolidated financial statements for more information.
**Item3.LEGAL PROCEEDINGS**
There are no material legal proceedings pending against the Company. From time to time, the Company is party to ordinary and routine litigation or claims incidental to our business. We do not expect the outcome of any such litigation or claims pending at this time to have a material adverse effect on our consolidated financial position or results of operations.
**Item4.MINE SAFETY DISCLOSURES**
*Not Applicable.*
**PARTII**
**Item5.MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
**MARKET INFORMATION**
The Companys common stock trades on the NasdaqGlobal Market under the symbol CPHC.
**HOLDERS**
At March 5, 2026, the Company had 530shareholders of record of its common stock.
**Item6. [RESERVED]**
**Item7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Canterbury Park Holding Corporation, our operations, our financial results and financial condition, and our present business environment. This MD&A is provided as a supplement to and should be read in conjunction with our consolidated financial statements and the accompanying notes to the consolidated financial statements (the Notes). Our actual results could differ materially from those anticipated in the forward-looking statements included in this discussion as a result of certain factors, including, but not limited to, those discussed in Risk Factors and Forward-Looking Statements included elsewhere in this Annual Report on Form10-K.
16
**STRATEGIC OVERVIEW**
Canterbury Park Holding Corporation (the Company, we, our, or us) hosts pari-mutuel wagering on thoroughbred and quarter horse races and unbanked card games at its Canterbury Park Racetrack and Casino facility (the Racetrack) in Shakopee, Minnesota, which is approximately 20miles 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 Companys pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack eachyear from Maythrough September andyear-round wagering on races primarily held at out-of-state racetracks that are televised simultaneously at the Racetrack (simulcasting). Unbanked card games, in which patrons compete against each other and not the house, are hosted in the Casino at the Racetrack. The Casino operates 24 hours a day, sevendays 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 food and beverage, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack.
In 2025, Canterbury Development continued to pursue various development opportunities that began in 2015 for its underutilized land in a project known as Canterbury Commons. These development opportunities have included contributions of land to joint ventures, four as of the end of December 2025, and sales of parcels of land to third parties that will then develop the property. Our long-term strategic direction is to continue to enhance our Racetrack as a unique gaming and entertainment destination and develop the approximately 35acres of underutilized land not needed for our Racetrack Operations.
The following summarizes our financial performance for the last fiveyears (in 000s):
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Financial Performance Summary |
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2025 |
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2024 |
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2023 |
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2022 |
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2021 |
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Net Revenues |
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$ |
59,568 |
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$ |
61,562 |
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$ |
61,437 |
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$ |
66,824 |
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$ |
60,400 |
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Operating Expenses |
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57,106 |
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56,862 |
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56,426 |
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55,943 |
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42,882 |
(1) |
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Gain on Transfer/Sale of Land |
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1,732 |
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6,490 |
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12 |
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264 |
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Income (Loss) Before Income Taxes |
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(814 |
) |
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3,037 |
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14,980 |
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10,235 |
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15,798 |
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Income Tax Benefit (Expense) |
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285 |
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(924 |
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(4,417 |
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(2,722 |
) |
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(3,999) |
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Net (Loss) Income |
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(529 |
) |
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2,113 |
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10,563 |
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7,513 |
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11,798 |
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1 |
During fiscalyear 2021, the Company reduced operating expenses $6,314,000 by recording an employee retention credit, a refundable tax credit. |
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**OPERATIONS REVIEW**
**YEAR ENDED December 31, 2025 COMPARED TOYEAR ENDED December 31, 2024**
EBITDA represents earnings before interest income, net, income tax expense, depreciation, and amortization. EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), and should not be considered an alternative to, or more meaningful than, net income as an indicator of our operating performance or cash flows from operating activities as a measure of liquidity. We present EBITDA as a supplemental disclosure for our Racetrack Operations because it is a widely used measure of performance of and basis for valuation of companies in the gamingindustry. Other companies that provide EBITDA information may calculate EBITDA differently than we do.We also presentAdjusted EBITDA, a non-GAAP measure, as a supplemental disclosure because we believe it enables investors to understand and assess our core operating results excluding the effect ofunusual or non-recurring items, as well as items relating to our real estate development operations,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.For theyear ended December 31, 2025, Adjusted EBITDA excluded from EBITDAstock-based compensation (which includes the Company's 401(k) match in Company stock contribution), loss on disposal of assets,and depreciation and amortization and interest related to equity investments and their joint ventures. For theyear ended December 31, 2024, Adjusted EBITDA excluded from EBITDA stock-based compensation (which includes the Company's 401(k) match in stock contribution), thegain on transfer ofland, loss on disposal of assets, and depreciationand amortization and interest related to equity investments and their joint ventures.
The following table sets forth a reconciliation of net income, a GAAP financial measure, to EBITDA and Adjusted EBITDA (defined above), which are non-GAAP measures, for theyears ended:
**SUMMARY OF EBITDA DATA**
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Year Ended December 31, |
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2025 |
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2024 |
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NET (LOSS) INCOME |
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$ |
(529,431 |
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$ |
2,112,842 |
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Interest income, net |
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(1,966,803 |
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(2,071,511 |
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Income tax (benefit) expense |
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(285,000 |
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923,885 |
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Depreciation and amortization |
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3,998,041 |
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3,620,899 |
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EBITDA |
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1,216,807 |
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4,586,115 |
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Stock-based compensation |
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1,601,556 |
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1,447,430 |
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Loss on disposal of assets |
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56,248 |
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49,214 |
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Gain on transfer of land |
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(1,732,353 |
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Depreciation and amortization related to equity investments |
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3,187,396 |
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3,456,695 |
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Interest expense related to equity investments |
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3,348,259 |
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2,997,810 |
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ADJUSTED EBITDA |
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$ |
9,410,267 |
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$ |
10,804,911 |
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Adjusted EBITDA decreased $1,395,000, or 12.9%, for 2025compared to 2024. For 2025, Adjusted EBITDA as a percentage of net revenue was 15.8%. For 2024, Adjusted EBITDA as a percentage of net revenuewas 17.6%.
17
**REVENUES**
Total net revenues for 2025 were $59,568,000, a decrease of $1,996,000, or 3.2%, compared to total net revenues of $61,562,000 for 2024. For 2025as compared to 2024, total Casino revenue decreased 4.4%, pari-mutuel revenue decreased 6.6%,food and beverage revenue increased 3.5%, and other revenue decreased 0.7%.See below for a further discussion of our sources of revenues for each of our Casino, pari-mutuel, food and beverage, and other revenues.
**CASINO REVENUES**
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Year Ended December 31, |
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2025 |
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2024 |
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Poker Games Collection |
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$ |
7,343,000 |
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$ |
7,581,000 |
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Other Poker Revenue |
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2,986,000 |
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3,035,000 |
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Total Poker Revenue |
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10,329,000 |
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10,616,000 |
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Table Games Collection |
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22,541,000 |
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24,768,000 |
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Other Table Games Revenue |
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4,217,000 |
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3,391,000 |
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Total Table Games Revenue |
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26,758,000 |
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28,159,000 |
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Total Casino Revenue |
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$ |
37,087,000 |
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$ |
38,775,000 |
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The primary source of Casino revenue is apercentage of the wagers received from the players as compensation for providing the Casino facility and services, referred to as collection revenue. Other revenue presented above includes fees collected for the administration of tournaments and amounts earned as reimbursement of the administrative costs of maintaining jackpot funds. Casino revenue represented 62.3% and 63.0% of the Companys net revenues for theyears ended December 31, 2025 and 2024, respectively.
Total Casino revenuedecreased$1,688,000, or 4.4%, in 2025 compared to 2024.The decrease was primarily driven by lower table games drop attributable to increased competition, as well as a lower average collection revenue rate resulting from a decreased hold percentage. These decreases were partiallyoffset by an increase in our other table games revenue, driven by increases inour progressive jackpot administration revenue.
**PARI-MUTUEL REVENUES**
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Year Ended December 31, |
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2025 |
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2024 |
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Simulcast |
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$ |
3,321,000 |
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$ |
3,595,000 |
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Live racing |
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1,430,000 |
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1,557,000 |
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Guest fees |
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1,493,000 |
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|
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1,702,000 |
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Other revenue |
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1,442,000 |
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1,372,000 |
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Total Pari-Mutuel Revenue |
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$ |
7,686,000 |
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$ |
8,226,000 |
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Racing Days |
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|
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|
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Simulcast only racing days |
|
|
314 |
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|
|
311 |
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Live and simulcast racing days |
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|
50 |
|
|
|
53 |
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Total Number of Racing Days |
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364 |
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364 |
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Simulcast and Live Racing pari-mutuel revenues include commission and breakage revenues from on-track live and simulcast wagering. We receive guest fees from out-of-state racetracks and ADW companies for out-of-state wagering on our live races. Other revenues include source market fees paid by ADW companies for wagers made by Minnesota residents on out-of-state races and proceeds from unredeemed pari-mutuel tickets.
Total 2025 pari-mutuel revenue decreased $540,000, or 6.6%, compared to 2024. The decrease in pari-mutuel revenue in 2025compared to 2024is primarily due to a decrease in simulcast handle and decreased guest fees from out-state-handle on our live racing product due to decreases infield size and three fewer live race days.
**FOOD AND BEVERAGE REVENUES**
Food and beverage revenues increased $277,000, or 3.5%, to $8,245,000 for theyear ended December 31, 2025 compared to 2024. Theincrease in food and beverage revenuesis primarily due to increased catering operations and food revenues related to hosting large-scale special events.
**OTHER REVENUES**
Other revenues,consisting of admission revenues, corporate sponsorships, space rentals, and other miscellaneous activities, remained relatively flat, decreasing $44,000, or 0.7%, to $6,550,000 in 2025 compared to 2024.
18
**OPERATING EXPENSES**
Total operating expenses increased $244,000, or 0.4%, to $57,106,000 in 2025, from $56,862,000 in 2024. An explanation of changes in specific categories of operating expense is set forth below.Total operating expenses as apercentage of net revenues increased to 95.9% in 2025 from 92.4% in 2024, which was primarily a result of decreased net revenues for 2025as compared to 2024.
Total purse expense decreased $845,000, or 10.7%, in 2025 compared to 2024. Thedecrease is primarily due to the expenses incurred as part of our recruiting and participation incentives paid in 2024 under our annual live race meet and purse fund contribution agreement dated December 21, 2023. See Note 9for further details of the agreement.No recruiting and participation incentives were incurred for the 2025 live race meet. The decrease was also due to the decrease in total Casino revenues, due to increased competition, and decreasedtotal pari-mutuel revenues, due to a decrease in overall live race days year-over-year. The table below notes the various components of both purse expense and the Minnesota Breeders' Fund expense.
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Minnesota Breeders |
|
|
|
|
|
Purse Expense |
|
|
Fund Expense |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
|
Casino |
|
$ |
4,457,000 |
|
|
$ |
4,668,000 |
|
|
$ |
495,000 |
|
|
$ |
519,000 |
|
|
|
Simulcast Racing |
|
|
1,281,000 |
|
|
|
1,335,000 |
|
|
|
415,000 |
|
|
|
428,000 |
|
|
|
Live Racing |
|
|
1,325,000 |
|
|
|
1,905,000 |
|
|
|
72,000 |
|
|
|
81,000 |
|
|
|
Total |
|
$ |
7,063,000 |
|
|
$ |
7,908,000 |
|
|
$ |
982,000 |
|
|
$ |
1,028,000 |
|
|
Salaries and benefits expense increased $315,000, or 1.2%, in 2025 compared to 2024. The increaseis primarily due to an increase in ourwage-rate structure for seasonal as well as year-round employeesto attract and retain front-line workers.
Cost of food and beverage and other sales decreased $38,000, or 1.2%, in 2025 compared to 2024. The decrease isprimarilydue to reduced food costs and creating process efficiencies to lower overall costs.
Depreciationand amortization increased $377,000, or 10.4%,in 2025 compared to 2024.The increase is primarily due to placing larger fixed assets into service during the second quarter of 2024 and throughout 2025 related to our barn relocation and redevelopment plan.
Advertising and marketing costs increased $376,000, or 27.9%, in 2025 compared to 2024. The increase isprimarily due to increasing overall spend for marketing initiatives related to the Casino and special events.
Professional and contracted serviceexpenses increased $190,000, or 3.4%, in 2025compared to 2024. The increaseis primarily due to higher costs in 2025for HISAregulatory costs that are required for live racing.
During 2024, the Company recorded a gain on transfer of land of $1,732,000 as result of transferring approximately 3.5 acres of land to the Trackside Investments joint venture.See Note 11 for further details. The Company had no sales or transfers of land in 2025.
During 2025, the Company performed a review of any fixed assets that were no longer in service at December 31, 2025. As a result of this review, management determined to dispose of assets resulting in a loss on disposal of $97,000 during the fourth quarter of 2025. In addition to this write-off, the Company had multiple additional asset disposals for a gain of $41,000, resulting in a net loss on disposal of assets of $56,000for the year ended December 31, 2025. During 2024, the Company performed a review of any fixed assets that were no longer in service at December 31, 2024. As a result of this review, management determined to dispose of assets resulting in a loss on disposal of $56,000 during the fourth quarter of 2024. In addition to this write-off, the Company had multiple additional asset disposals for a gain of $7,000, resulting in a net loss on disposal of assets of $49,000for the year ended December 31, 2024.
**OTHER INCOME (LOSS), NET**
Other loss, net, for the yearended December 31, 2025 was $3,276,000, a decrease of $120,000, compared to an other loss, net, of $3,396,000 for the year ended December 31, 2024.The decrease for 2025is primarily due to increased leasing rates for ourDoran Canterbury equity investments,resulting indecreased overalllosses recognized.The loss on equity investments for the years ended December 31, 2025 and 2024is primarily due to non-cash expenses fromdepreciation and amortization.This was slightly offset by decreased interest income of approximately $105,000 year-over-year,due to both lower average interest rates and a decrease in the Company's average cash balance during 2025 compared to 2024.
**INCOME TAXES**
The Company recorded a provision for income taxes with a benefit of $285,000and expense of $924,000for 2025and 2024, respectively.The income tax benefit for 2025 compared to the income tax expense in 2024 is primarily due to adecrease in income before taxes from operations and a federal interest income tax refund received in the first quarter of 2025.Our effective tax rate was 35.0% and 30.4%for 2025and 2024, respectively.
**NET (LOSS) INCOME**
The Company recorded a net loss of $529,000, or $0.10per basic and diluted sharefor2025. The Company recorded net income of $2,113,000, or $0.42per basic and diluted sharefor2024.
19
**CRITICAL ACCOUNTING ESTIMATES**
The preparation of the Consolidated Financial Statements in accordance with GAAP requires us to make estimates and judgments that are subject to an inherent degree of uncertainty. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. The development and selection of critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board of Directors.We believe the current assumptions and other considerations used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our 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 December 31, 2025, the Company recorded a TIF receivableof approximately $19,986,000, which represents $16,305,000 of principal and $3,681,000 of interest. The TIF receivable requires significant management estimates and judgement pertaining to expected future tax revenue, the Company's development cost on infrastructure improvements, andwhether 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 December 31, 2025, the Company received its first payment from the City of Shakopee totaling $582,000 related to this receivable.
The Company typically performs an annual collectabilityanalysis of the TIF receivablein the fourth quarter of each year, or more frequently if indicatorsof the receivable to be potentially uncollectable exist.The quantitative analysis includes assumptions based on themarket values of the completed development projects within Canterbury Commons, which derives the future projected tax increment revenue. The Company uses the analysis to determineif expected future tax increment revenue will exceed the Company's development costs on infrastructure improvements. As a result of our analysis as well asinitial payments received in 2025 with additional payments expected to be received in 2026 from the City of Shakopee,for the year ended December 31, 2025, management believes the TIF receivablewill be fully collectible and no allowance related to this receivable is necessary.
**COMMITMENTS AND CONTINGENCIES**
Effective 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 $5,000,000.Effective October 27, 2022, the Indemnity Agreement was amended to increase the maximum indemnification by an additional $700,000. Effective December 12, 2023, the Indemnity Agreement was amended to increase the maximum indemnification by an additional $1,300,000.Effective December 18, 2024, the Indemnity Agreement was amended to increase the maximum indemnification by an additional $500,000. Effective December 30, 2025,the Indemnity Agreement was amended to increase the maximum indemnification by an additional $250,000,bringing the total to a maximum of $7,750,000.
Effective December 18, 2024, the Company entered into an Indemnity Agreementwith affiliates of Doranrelating 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 $1,000,000.Effective December 30, 2025,the Indemnity Agreement was amended to increase the maximum indemnification by an additional $1,750,000,bringing the total to a maximum of $2,750,000.
Effective December 21, 2023,the Company entered into its annual live race meet and purse fund contribution agreement with the Minnesota Horsemens 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 $23,000 per race. The parties recognized there waslikely to be a significant financial cost to the Company in establishing a 2024 thoroughbred purse structure intended to average $23,000 per conducted overnight race and that to maintain that average purse structure, the Company made an overpayment that may be repaid to the Company by the MNHBPA through reimbursement in subsequent racing years. This overpayment of purses by the Company wasintended to create a short-term bridge until additional purse supplements can be obtained from other sources. At the conclusion of the 2024 live race meet, the Company recorded a receivable related to the overpayment of 2024 purses in the amount of $1,597,463, which is presented as Other long-term receivableson the Company's balance sheet as of December 31, 2024.In addition, the Company agreed to allocate approximately $400,000 to be used as recruiting and participation incentives to attract thoroughbred trainers, owners, and stables for the 2024 live meet in an effort to generate additional pari-mutuel handle through improved field size. For the year ended2024, the Company recognized expensesof $418,000related to these incentives.
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 2025live race meet.In an effort to maintain field size and improve the quality of racing for the 2025season, the Company guaranteed an additional $500,000 of purse monies to be distributed above the minimum amount defined in Minnesota Statutes Chapter 240. The parties recognized there waslikely to be a significant financial cost to the Company in establishing this2025thoroughbred purse structure and that to maintain that average purse structure, the Company made an overpayment that may be repaid to the Company by the MNHBPA through reimbursement in subsequent racing years. Thisoverpayment of purses by the Company wasintended to create a short-term bridge until additional purse supplements can be obtained from other sources.At the conclusion of the 2025live race meet, the Company recorded a receivable related to the overpayment of 2025purses in the amount of $500,000.
Thecombined amounts from the 2024 and 2025 live race meet agreements of $2,097,463 is presented as Other long-term receivables on the Company's balance sheet as of December 31, 2025.In the event thatadditional purse revenue is securedwithin the five years following the 2025 live race meetthrough additional forms of gaming at the Company, new revenue streams, or legislative action,the Company will be eligible for reimbursement of the actual 2025 overpayment amountfrom those purse supplements.
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. Accordingly, management believes no allowance related to this receivable is necessary at both December 31, 2025 and2024.
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 December 31, 2025 and as of the date of this report will not have a material impact on the Companys consolidated financial position or results of operations.
The Company has committed to payment of statutory distributions under a $500,000 bond issued to the MRC as required under Minnesota law. The Company was not required to make any payments related to this bond in 2025 or 2024, and there is no liability related to this bond on the balance sheet as of December 31, 2025.
20
**LIQUIDITY AND CAPITAL RESOURCES**
*CASH FLOWS FROM OPERATING ACTIVITIES*
Cash provided by operating activities for 2025 was $8,900,000, primarily as a result of the following: the Company reported a net loss of $529,000, depreciation and amortization of $3,998,000, a loss on equity investment of $5,243,000, an increase in deferred income taxes of $625,000,and stock-based compensation and 401(k) match totaling $1,602,000. The Company experienced an increasein cash related toa decrease in income taxes receivable and prepaid income taxes of $760,000, offset byan increase in other long-term receivables of $500,000, related to the 2025purse fund contribution agreement, an increase in TIF receivable of $916,000,related to interest accrued, and a decrease in accounts payable, net of land, buildings, and equipment funded through accounts payable of $1,623,000, primarily related topayments for ourbarn relocation and redevelopment plan.
Cash provided by operating activities for 2024was $6,488,000, primarily as a result of the following: the Company reported net income of $2,113,000, depreciation of $3,621,000, loss on equity investment of $5,468,000and stock-based compensation and 401(k) match totaling $1,447,000, offset by a gain on land transfer of $1,732,000. The Company experienced an increasein cash related toa decrease in income taxes receivable and prepaid income taxes of $897,000, offset byan increase in other long-term receivables of $1,597,000, related to the 2024 purse fund contribution agreement, an increase in TIF receivable of $681,000 and a decrease in accounts payable, net of land, buildings, and equipment funded through accounts payable of $2,121,000, primarily related topayments for ourbarn relocation and redevelopment plan.
*CASH FLOWS FROM INVESTING ACTIVITIES*
Net cash used in investing activities for 2025 of $5,453,000 was used primarily for additions to land, buildings, and equipment of $4,183,000, primarilyrelated to our barn relocation and redevelopment plan, additions for TIF eligible improvements of $754,000,an increase in related party receivable of $1,216,000, primarily due to additional member loans and interest related to the member loans, and purchases of short-term investments of $9,500,000. This was partially offset byproceeds from the sale of short-term investments of $9,500,000 and proceeds from TIF receivable of $582,000.
Net cash used in investing activities for 2024of $17,349,000 was used primarily for additions to land, buildings, and equipment of $11,984,000, primarilyrelated to our barn relocation and redevelopment plan, additions for TIF eligible improvements of $4,244,000,an increase in related party receivable of $1,218,000, primarily due to additional member loans and interest related to the member loans, and purchases of short-term investments of $7,000,000. This was partially offset byproceeds from the sale of short-term investments of $7,000,000.
*CASH FLOWS FROM FINANCING ACTIVITIES*
Net cash used in financing activities for 2025 was $1,310,000 primarily due to cash dividends paid to shareholders and payments for taxes of equity awards, partially offset by proceeds from the issuance of common stock.
Net cash used in financing activities for 2024was $1,293,000 primarily due to cash dividends paid to shareholders and payments for taxes of equity awards, partially offset by proceeds from the issuance of common stock.
*CASH AND CAPITAL RESOURCES*
At December 31, 2025, we had cash, cash equivalents, and restricted cash of $15,824,000 compared to $13,687,000 at December 31, 2024. This $2,137,000 increase consisted of $8,900,000 of net cash provided by operating activities in 2025, offset by $5,453,000 of net cash used ininvesting activities in 2025and$1,310,000 of net cash used in financing activities in 2025.We believe our existing cash and cash equivalents, along with our short-term investments and cash flow from operations and availability of borrowing under our revolving line of credit agreement, will be sufficient to meet our liquidity and working capital requirements beyond the next 12 months.
As of December 31, 2025, the Company has substantially completed phasethree of the barn relocation and redevelopment plan with minimal costs remaining. In addition, the Company expects to spend the remaining $1,288,000 in tax increment financing over the next twelve months for the completion of tax increment related improvements.
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 increaseits 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 Company had no borrowings under the credit line during theyear ended December 31, 2025. As of December 31, 2025, the outstanding balance on the line of credit was $0. The credit agreement contains covenants requiring the Company to maintain certain financial ratios. The Company was in compliance with these requirements at all times throughout 2025. 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.
Our three largest sources of revenue: pari-mutuel wagering, Casino operations, and food and beverage, are all based on cash transactions. Consequently, we have significant inflows of cash on a daily basis. We designate cash balances that will be required to satisfy certain short-term liabilities such as progressive jackpots, the player pool, collateral needed for joint venture operations, and amounts due horsemen for purses and awards as restricted as a separate balance sheet item.
The Company offers unbanked table games that refer to a wagering system or game where wagers lost or won by the host are accumulated into a player pool to enhance the total amount paid back to players in any other card game. The Company is required to return accumulated player pool funds to the players through giveaways, promotional items, prizes, or by other means. The player pool liability was $418,000 and $542,000 at December 31, 2025 and 2024, respectively. Additionally, the table games jackpot pool was $1,149,000 and $697,000 at December 31, 2025 and 2024, respectively.
The Company also maintains a poker promotional pool where a portion of the poker rake is collected and accumulated into a promotional pool to enhance the total amount paid back to poker players. The Company is required to return accumulated poker promotional pool funds to the players through poker jackpots, giveaways, promotional items, prizes, or by other means. The poker promotional pool liability was $117,000 and $364,000 at December 31, 2025 and 2024, respectively.
21
The Casino offers progressive jackpots for poker games. Amounts collected for these jackpot funds are accrued as liabilities until paid to winners. At December 31, 2025 and 2024, accrued jackpot funds totaled $152,000 and $88,000, respectively. The MRC regulates the operation of the player pool and progressive jackpot pools. These liabilities have the potential for significant fluctuation on a daily basis.
All games in the Casino are played using chips. The value of chips issued and outstanding, referred to as the outstanding chip liability, was $469,000 and $447,000 at December 31, 2025 and 2024, respectively. This liability has the potential for significant fluctuation on a daily basis depending upon the demand for chip redemptions and sales.
Our second largest individual operating expense item is purse expense. Pursuant to an agreement with the MNHBPA, we transferred into a trust account or paid directly to the MNHBPA, approximately $6,956,000 and $8,288,000 in purse funds related to thoroughbred races for 2025 and 2024, respectively. Minnesota law provides that amounts transferred into this trust account are the property of the trust and not the Company. There were no unpaid purse fund obligations due to the MNHBPA at December 31, 2025 or 2024.
In March 2022, the Company entered into a five-year agreement witha totalizator provider. Pursuant to the agreement, the vendor provides totalizator equipment and related software which records and processes all wagers and calculates odds and payoffs. Thefuture minimum purchase obligations under the new agreement are $166,400 per year. The amounts charged to operations for totalizator expenses for theyears ended December 31, 2025 and 2024 were $203,000 and $200,000, respectively.
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) which was amended in September 2021. The Company is obligated to construct certain public infrastructure improvements within the TIF District, and will be reimbursed by the City of Shakopee by future tax increment revenue generated from the developed property. See Note 11for a more detailed description of the agreement.
**FORWARD-LOOKING STATEMENTS**
This Annual Report on Form 10-K contains various forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as anticipate, believe, could, estimate, expect, intend, may, might, plan, predict, project, seek, should, will, and similar words or similar expressions (or negative versions of such words or expressions). We also may make forward-looking statements in other reports filed with the SEC, in press releases, and in other communications to shareholders or the investing public.
Forward-looking statements are not guarantees of future actions, outcomes, results or performance. Any forward-looking statement made by us or on our behalf speaks only as of the date on which such statement is made. There are many important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or the results expressed in or implied by any forward-looking statements. These important factorsinclude, but are not limited to:
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We may not be successful at implementing our growth strategy. |
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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. |
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We have experienced a decrease inrevenue and profitability from live racing. |
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We may not be able to attract a sufficient number of horses and trainers to achieve above average field sizes. |
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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. |
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Nationally, the popularity of horse racing has declined. |
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A lack of confidence in the integrity of our core businesses could affect our ability to retain our customers and engage with new customers. |
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Horse racing is an inherently dangerous sport and our racetrack is subject to personal injury litigation. |
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Our business depends on using totalizator services. |
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Inclement weather and other conditions may affect our ability to conduct live racing. |
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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. |
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We are subject to extensive regulation from gaming authorities that could adversely affect us. |
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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. |
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We rely on the efforts of our partner Greystone Construction for a new development project. |
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We may not be successful in executing our real estate development strategy. |
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We are obligated to make improvements in the TIF district and will be reimbursed only to the extent of future tax revenue. |
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We face competition from other real estate developers. |
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We may be adversely affected by the effects ofinflation. |
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Our success may be affected if we are not able to attract, develop and retain qualified personnel. |
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The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties. |
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Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security. |
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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. |
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We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
**Item7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
Not applicable.
22
**Item8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
(a)Financial Statements
The following financial statements of the Company are set forth on pages 24through 41of the Form10-K:
| | Page | |
| | | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 344) | 24 | |
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| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 25 | |
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| Consolidated Statements of Operations for theyears ended December 31, 2025 and 2024 | 26 | |
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| Consolidated Statements of Changes in Stockholders Equity for theyears ended December 31, 2025 and 2024 | 27 | |
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| Consolidated Statements of Cash Flows for theyears ended December 31, 2025 and 2024 | 28 | |
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| Notesto Consolidated Financial Statements for theyears ended December 31, 2025 and 2024 | 30 | |
23
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Board of Directors and Shareholders
Canterbury Park Holding Corporation
**Opinion on the Financial Statements**
We have audited the accompanying consolidated balance sheets of Canterbury Park Holding Corporation and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders equity and cash flows for the years then ended and the related notes (collectively referred to as the financial statements).In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
**Basis for Opinion**
These financials are the responsibility of Companys management.Our responsibility is to express an opinion on the Companys financial statements based on our audits.We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
**Critical Audit Matter**
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters.
/s/ Wipfli LLP
We have served as the Company's auditor since 2014.
Minneapolis, Minnesota
March 10, 2026
24
**CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED BALANCE SHEETS**
**December 31, 2025 and2024**
| | | 2025 | | | 2024 | | |
| ASSETS | | | | | | | | | |
| | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | |
| Cash and cash equivalents | | $ | 12,064,854 | | | $ | 10,075,642 | | |
| Restricted cash | | | 3,759,248 | | | | 3,611,776 | | |
| Short-term investments | | | 5,000,000 | | | | 5,000,000 | | |
| Accounts receivable, net of allowance of $7,670 at December 31, 2025 and 2024 | | | 342,866 | | | | 439,121 | | |
| Inventory | | | 269,419 | | | | 250,658 | | |
| Prepaid expenses | | | 1,180,025 | | | | 1,849,015 | | |
| Income taxes receivable and prepaid income taxes | | | 2,426,857 | | | | 3,186,465 | | |
| Total Current Assets | | | 25,043,269 | | | | 24,412,677 | | |
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| LONG-TERM ASSETS | | | | | | | | | |
| Deposits | | | 99,147 | | | | 19,650 | | |
| Other prepaid expenses | | | 15,972 | | | | 19,951 | | |
| TIF receivable | | | 19,986,287 | | | | 18,898,445 | | |
| Related party receivable (Note 12) | | | 5,959,601 | | | | 4,743,913 | | |
| Operating lease right-of-use assets | | | | | | | 27,674 | | |
| Equity investment (Note 11) | | | 5,155,644 | | | | 6,976,091 | | |
| Other long-term receivables (Note 9) | | | 2,097,463 | | | | 1,597,463 | | |
| Land held for development | | | 2,659,257 | | | | 2,183,930 | | |
| Land, buildings, and equipment, net (Note 3) | | | 51,564,440 | | | | 51,042,988 | | |
| Total Long-term Assets | | | 87,537,811 | | | | 85,510,105 | | |
| TOTAL ASSETS | | $ | 112,581,080 | | | $ | 109,922,782 | | |
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| LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | |
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| CURRENT LIABILITIES | | | | | | | | | |
| Accounts payable | | $ | 2,218,679 | | | $ | 3,665,155 | | |
| Casino accruals | | | 2,424,310 | | | | 2,159,249 | | |
| Accrued wages and payroll taxes | | | 2,007,174 | | | | 2,151,524 | | |
| Cash dividend payable | | | 356,949 | | | | 351,373 | | |
| Accrued property taxes | | | 1,171,974 | | | | 1,103,784 | | |
| Deferred revenue | | | 541,236 | | | | 311,244 | | |
| Payable to horsepersons | | | 873,065 | | | | 870,775 | | |
| Current portion of finance lease obligations | | | 35,862 | | | | 32,950 | | |
| Current portion of operating lease obligations | | | | | | | 27,674 | | |
| Total Current Liabilities | | | 9,629,249 | | | | 10,673,728 | | |
| | | | | | | | | | |
| LONG-TERM LIABILITIES | | | | | | | | | |
| Deferred income taxes (Note 4) | | | 10,471,000 | | | | 9,846,000 | | |
| Investee losses in excess of equity investment | | | 8,521,464 | | | | 5,016,198 | | |
| Finance lease obligations, net of current portion | | | 81,319 | | | | 117,182 | | |
| Operating lease obligations, net of current portion | | | | | | | | | |
| Other long-term liabilities | | | | | | | 181,000 | | |
| Total Long-term Liabilities | | | 19,073,783 | | | | 15,160,380 | | |
| TOTAL LIABILITIES | | | 28,703,032 | | | | 25,834,108 | | |
| | | | | | | | | | |
| STOCKHOLDERS EQUITY (Note 5) | | | | | | | | | |
| Common stock, $.01 par value, 10,000,000 shares authorized, 5,121,331 and 5,036,717, respectively, shares issued and outstanding | | | 51,213 | | | | 50,367 | | |
| Additional paid-in capital | | | 30,690,660 | | | | 28,940,887 | | |
| Retained earnings | | | 53,136,175 | | | | 55,097,420 | | |
| Total Stockholders Equity | | | 83,878,048 | | | | 84,088,674 | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 112,581,080 | | | $ | 109,922,782 | | |
See notes to consolidated financial statements.
25
**CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED STATEMENTS OF OPERATIONS**
**YEARS ENDED December 31, 2025 and 2024**
| | | 2025 | | | 2024 | | |
| OPERATING REVENUES: | | | | | | | | | |
| Casino | | $ | 37,086,757 | | | $ | 38,774,702 | | |
| Pari-mutuel | | | 7,686,348 | | | | 8,226,047 | | |
| Food and beverage | | | 8,244,692 | | | | 7,968,157 | | |
| Other | | | 6,549,788 | | | | 6,593,382 | | |
| Total Net Revenues | | | 59,567,585 | | | | 61,562,288 | | |
| | | | | | | | | | |
| OPERATING EXPENSES: | | | | | | | | | |
| Purse expense | | | 7,063,430 | | | | 7,908,404 | | |
| Minnesota Breeders Fund | | | 981,583 | | | | 1,027,609 | | |
| Other pari-mutuel expenses | | | 832,506 | | | | 910,843 | | |
| Salaries and benefits | | | 26,456,624 | | | | 26,142,046 | | |
| Cost of food and beverage and other sales | | | 3,157,600 | | | | 3,195,767 | | |
| Depreciation and amortization | | | 3,998,041 | | | | 3,620,899 | | |
| Utilities | | | 1,660,958 | | | | 1,489,576 | | |
| Advertising and marketing | | | 1,725,700 | | | | 1,349,656 | | |
| Professional and contracted services | | | 5,851,341 | | | | 5,660,993 | | |
| Loss on disposal of assets | | | 56,248 | | | | 49,214 | | |
| Other operating expenses | | | 5,321,936 | | | | 5,506,647 | | |
| Total Operating Expenses | | | 57,105,967 | | | | 56,861,654 | | |
| Gain on transfer of land (Note 11) | | | | | | | 1,732,353 | | |
| INCOME FROM OPERATIONS | | | 2,461,618 | | | | 6,432,987 | | |
| OTHER INCOME (LOSS) | | | | | | | | | |
| Loss from equity investment | | | (5,242,852 | ) | | | (5,467,771 | ) | |
| Interest income, net | | | 1,966,803 | | | | 2,071,511 | | |
| Net Other Loss | | | (3,276,049 | ) | | | (3,396,260 | ) | |
| (LOSS) INCOME BEFORE INCOME TAXES | | | (814,431 | ) | | | 3,036,727 | | |
| INCOME TAX BENEFIT (EXPENSE) (Note 4) | | | 285,000 | | | | (923,885 | ) | |
| NET (LOSS) INCOME | | $ | (529,431 | ) | | $ | 2,112,842 | | |
| | | | | | | | | | |
| Basic earnings (loss) per share | | $ | (0.10 | ) | | $ | 0.42 | | |
| Diluted earnings (loss) per share | | $ | (0.10 | ) | | $ | 0.42 | | |
| Weighted average basic shares outstanding | | | 5,071,423 | | | | 4,994,905 | | |
| Weighted average diluted shares | | | 5,071,423 | | | | 5,032,210 | | |
See notes to consolidated financial statements.
26
**CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY**
**YEARS ENDED December 31, 2025 and 2024**
| | | Number of | | | Common | | | Additional | | | Retained | | | | | | |
| | | Shares | | | Stock | | | Paid-in Capital | | | Earnings | | | Total | | |
| Balance at December 31, 2023 | | | 4,962,573 | | | | 49,626 | | | | 27,351,509 | | | | 54,395,462 | | | $ | 81,796,597 | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation | | | | | | | | | | | 571,632 | | | | | | | | 571,632 | | |
| Dividend distribution | | | | | | | | | | | | | | | (1,410,884 | ) | | | (1,410,884 | ) | |
| 401(K) stock match | | | 42,086 | | | | 421 | | | | 875,377 | | | | | | | | 875,798 | | |
| Issuance of deferred stock awards | | | 17,475 | | | | 175 | | | | (109,062 | ) | | | | | | | (108,887 | ) | |
| Shares issued under Employee Stock Purchase Plan | | | 14,583 | | | | 146 | | | | 251,431 | | | | | | | | 251,577 | | |
| Net income | | | | | | | | | | | | | | | 2,112,842 | | | | 2,112,842 | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2024 | | | 5,036,717 | | | | 50,367 | | | | 28,940,887 | | | | 55,097,420 | | | | 84,088,674 | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation | | | | | | | | | | | 687,970 | | | | | | | | 687,970 | | |
| Dividend distribution | | | | | | | | | | | | | | | (1,431,814 | ) | | | (1,431,814 | ) | |
| 401(K) stock match | | | 52,846 | | | | 527 | | | | 913,059 | | | | | | | | 913,586 | | |
| Issuance of deferred stock awards | | | 17,089 | | | | 171 | | | | (63,901 | ) | | | | | | | (63,730 | ) | |
| Shares issued under Employee Stock Purchase Plan | | | 14,679 | | | | 147 | | | | 212,645 | | | | | | | | 212,792 | | |
| Net loss | | | | | | | | | | | | | | | (529,431 | ) | | | (529,431 | ) | |
| | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2025 | | | 5,121,331 | | | $ | 51,213 | | | $ | 30,690,660 | | | $ | 53,136,175 | | | $ | 83,878,048 | | |
See notes to consolidated financial statements.
27
**CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
**YEARS ENDED December 31, 2025 and 2024**
| | | 2025 | | | 2024 | | |
| Operating Activities: | | | | | | | | | |
| Net (loss) income | | $ | (529,431 | ) | | $ | 2,112,842 | | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | |
| Depreciation and amortization | | | 3,998,041 | | | | 3,620,899 | | |
| Stock-based compensation expense | | | 687,970 | | | | 571,632 | | |
| Stock-based employee match contribution | | | 913,586 | | | | 875,798 | | |
| Deferred income taxes | | | 625,000 | | | | (454,015 | ) | |
| Loss on disposal of assets | | | 56,248 | | | | 49,214 | | |
| Loss from equity investment | | | 5,242,852 | | | | 5,467,771 | | |
| Gain on transfer of land | | | | | | | (1,732,353 | ) | |
| Changes in operating assets and liabilities: | | | | | | | | | |
| Accounts receivable | | | 96,255 | | | | 44,971 | | |
| Increase in TIF receivable | | | (915,818 | ) | | | (681,332 | ) | |
| Inventory, prepaid expenses and deposits | | | (151,489 | ) | | | (1,233,504 | ) | |
| Income taxes receivable and prepaid income taxes | | | 759,608 | | | | 896,899 | | |
| Other long-term receivables | | | (500,000 | ) | | | (1,597,463 | ) | |
| Operating lease right-of-use assets | | | 27,674 | | | | 25,352 | | |
| Operating lease liabilities | | | (27,674 | ) | | | (25,352 | ) | |
| Accounts payable | | | (1,622,796 | ) | | | (2,121,199 | ) | |
| Deferred revenue | | | 229,992 | | | | 36,346 | | |
| Casino accruals | | | 265,061 | | | | (508,250 | ) | |
| Accrued wages and payroll taxes | | | (144,350 | ) | | | 488,597 | | |
| Accrued property taxes | | | 68,190 | | | | 362,569 | | |
| Other long-term liabilities | | | (181,000 | ) | | | 181,000 | | |
| Payable to horsepersons | | | 2,290 | | | | 107,392 | | |
| Net cash provided by operating activities | | | 8,900,209 | | | | 6,487,814 | | |
| | | | | | | | | | |
| Investing Activities: | | | | | | | | | |
| Additions to land, buildings, and equipment | | | (4,182,822 | ) | | | (11,984,131 | ) | |
| Proceeds from disposal of assets | | | 34,275 | | | | 60,800 | | |
| Additions for TIF eligible improvements | | | (754,281 | ) | | | (4,244,238 | ) | |
| Proceeds from TIF receivable | | | 582,257 | | | | | | |
| Proceeds from sale of short-term investments | | | 9,500,000 | | | | 7,000,000 | | |
| Purchase of short-term investments | | | (9,500,000 | ) | | | (7,000,000 | ) | |
| Cash dividends received from equity investments | | | 82,861 | | | | 36,480 | | |
| Increase in related party receivable | | | (1,215,688 | ) | | | (1,217,842 | ) | |
| Net cash used in investing activities | | | (5,453,398 | ) | | | (17,348,931 | ) | |
| | | | | | | | | | |
| Financing Activities: | | | | | | | | | |
| Proceeds from issuance of common stock | | | 212,792 | | | | 251,577 | | |
| Cash dividend paid to shareholders | | | (1,426,238 | ) | | | (1,405,636 | ) | |
| Payments for taxes related to net share settlement of equity awards | | | (63,730 | ) | | | (108,887 | ) | |
| Principal payments on finance lease | | | (32,951 | ) | | | (30,272 | ) | |
| Net cash used in financing activities | | | (1,310,127 | ) | | | (1,293,218 | ) | |
| | | | | | | | | | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | | | 2,136,684 | | | | (12,154,336 | ) | |
| | | | | | | | | | |
| Cash, cash equivalents, and restricted cash at beginning of year | | | 13,687,418 | | | | 25,841,754 | | |
| | | | | | | | | | |
| Cash, cash equivalents, and restricted cash at end of year | | $ | 15,824,102 | | | $ | 13,687,418 | | |
28
**CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
**YEARS ENDED December 31, 2025 and 2024 (continued)**
| Schedule of non-cash investing and financing activities | | | | | | | | | |
| Additions to land, buildings, and equipment funded through accounts payable | | $ | 176,000 | | | $ | 1,187,000 | | |
| Additions to land, buildings, and equipment funded through prepaid expenses | | | 726,000 | | | | | | |
| Dividend declared but not yet paid | | | 357,000 | | | | 351,000 | | |
| Change in investee losses in excess of equity investments | | | 3,505,000 | | | | 3,552,000 | | |
| ROU assets obtained in exchange for operating lease obligations | | | | | | | 171,000 | | |
| Transfer of assets to Trackside Investments, LLC | | | | | | | 583,000 | | |
| | | | | | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | | | | |
| Income taxes paid, net of refunds | | $ | (1,489,000 | ) | | $ | 300,000 | | |
| Interest paid | | | 11,000 | | | | 13,000 | | |
See notes to consolidated financial statements.
29
**CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES**
**NOTESTO CONSOLIDATED FINANCIAL STATEMENTS**
**YEARS ENDED December 31, 2025 and 2024**
*1.*OVERVIEW AND BASIS OF PRESENTATION
*Business* The Companys 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 Companys live racing operations are a seasonal business as it 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 Parks Casino 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 Companys *three* largest sources of revenues include: 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 continues its ongoing development of approximately*140* acres of underutilized land surrounding the Racetrack in a project known as Canterbury Commons. The Company is pursuing several mixed-use development opportunities for this land, directly and through joint ventures.
*Basis of Presentation* - The consolidated financial statements include the accounts ofCanterbury Park Holding Corporationand its direct and indirect subsidiaries Canterbury Park Entertainment, LLC,Canterbury Park Concessions,Inc.,and Canterbury Development, LLC (collectively, the Company), after elimination of intercompany accounts and transactions.
*Estimates* The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
*Reclassifications* - Certain amounts in prior period financial statements have been reclassified to conform to current period presentations.
*2.* ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES
**Summary of Significant Accounting Policies**
**
*Revenue Recognition*The Companys primary revenues with customers consist of Casino operations, pari-mutuel wagering on simulcast and live horse races, and food and beverage transactions. We determine revenue recognition through the following steps:
| | | Identification of the contract, or contracts, with a customer | |
| | | Identification of the performance obligations in the contract | |
| | | Determination of the transaction price | |
| | | Allocation of the transaction price to the performance obligation in the contract | |
| | | Recognition of revenue when, or as, we satisfy a performance obligation | |
The transaction price for a Casino contract is a set percentage of wagers and is recognized at the time that the wagering process is complete. The transaction price for pari-mutuel wagering is the commission received on a wager, exclusive of any track fees and is recognized upon occurrence of the live race that is presented for wagering and after that live race is made official by the respective states 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 Companys 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 will *not* differ materially from that which would result if applying the guidance to 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.
We have *two* general types of liabilities related to Casino 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 Sheets. 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. The retail value of these promotional items is included as a deduction from pari-mutuel revenues.
We evaluate our on-track revenue (live racing), export revenue (simulcast), and import revenue (guest fees) contracts to determine whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported gross or net. An entity is a principal if it controls the specified service before that service is transferred to a customer.
*30*
The revenue we recognize for on-track revenue and import revenue is the commission we are entitled to retain for providing a wagering service to our customers. For these arrangements, we are the principal as 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, our customer is the *third* party wagering site such as a racetrack, OTB, or advance deposit wagering 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.
**
*Cash and Cash Equivalents* Cash and cash equivalents include all investments with original maturities of *three*months or less or which are readily convertible into known amounts of cash and are *not* legally restricted. The Company has *not* experienced any losses in such accounts and believes it is *not* exposed to any significant credit risk on cash and cash equivalents.
**
*Restricted Cash* Restricted cash represents refundable deposits and amounts due to horsemen for purses, stakes and awards, collateral needed for joint venture operations,and amounts accumulated in card game progressive jackpot pools, the player pool, and poker promotional fund to be used to repay card players in the form of promotions, giveaways, prizes, or by other means.
**
*Short-Term Investments* Short-term investments include cash investments into short to intermediate-term fixed income securities. Such investments are *not* included as Cash and cash equivalents as the original maturities are greater than *three* months and are intended to be held until maturity.
**
*Accounts Receivable* Accounts receivable are initially recorded for amounts due from other tracks for simulcast revenue, net of amounts due to other tracks, and for amounts due from customers related to catering and events. Credit is granted in the normal course of business without collateral. Accounts receivable are stated net of allowances for doubtful accounts, which represent estimated losses resulting from the inability of customers to make the required payments. Accounts that are outstanding longer than the contractual terms are considered past due.We evaluate our allowance for credit losses and estimate collectability of current and non-current accounts receivable based on historical bad debt experience, our assessment of the financial condition of individual companies with which we do business, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods. The Company does *not* have accounts receivable with original maturities greater than *one* year.The allowance for credit losses and activityas of *December 31, 2025*and *2024*, was *not* material.
**
*Inventory*Inventory consists primarily of food and beverages, small wares and supplies and retail goods and is recorded at the lower of cost (*first*-in, *first*-out) or net realizable value.
**
*Property Tax Increment Financing (TIF) Receivable* In connection with the Contract for Private Redevelopment (Redevelopment Agreement) and First Amendment to the Contract for Private Redevelopment (the First Amendment) between the City of Shakopee Economic Development Authority and Canterbury Development LLC signed in *August 2018*and amendedin *September 2021,*the City of Shakopee has agreed that a portion of the tax increment revenue generated from the developed property will be paid to the Company to reimburse it for expenses in constructing public infrastructure improvements. The interest rate on the TIF Receivable is 6%.
**
*Other long-term receivables -*In connection withthe *2024* and *2025* live race meet and purse fund contribution agreements with the MNHBPAand the MQHRA, the Company recorded an overpayment of purses. This overpaymentwasintended to create a short-term bridge until additional purse supplements can be obtained from other sources.In the event thatadditional purse revenue is securedwithin the *five* years following the *2025* live race meetthrough 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.For more information on the Companys overpayment of purses related to the *2024* and *2025* live race agreements, see Note *9.*
**
*Impairment of Long-Lived Assets*The Company reviews its long-lived assets whenever events or changes in circumstances indicate that the carrying amount *may**not* be recoverable. In the event that facts and circumstances indicate that the carrying value of any long-lived assets *may*be impaired, an evaluation of recoverability would be performed. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. During *2025* and *2024*, the Company determined that *no* evaluations of recoverability were necessary.
**
*Land, Buildings, and Equipment* Land, buildings, equipment, and building improvements are capitalized at a level of $2,000 or greater and are recorded at cost. Repair and maintenance costs are charged to operations when incurred. Furniture, fixtures, and equipment are depreciated using the straight-line method over estimated useful lives ranging from 5 7years, while buildings are depreciated over 15 39 years. Building improvements are amortized using the straight-line method over the useful life of the assets.
Pre-development costs are incurred prior to vertical construction and for certain land held for development during the due diligence phase. This includes legal, engineering, architecture, and other professional fees incurred in pursuit of new development opportunities for which we believe future development is probable. Future development is dependent upon various factors, including zoning and regulatory approval, rental market conditions, construction costs, and availability of capital. Pre-development costs incurred for which future development is *not* yet considered probable are expensed as incurred.
The Company capitalizes property taxes incurred on its land held for development during periods in which activities necessary to get the property ready for its intended use are in progress. Costs incurred after the property is substantially complete and ready for its intended use are charged to expense as incurred.
**
*Land Held for Development* Land held for development consists ofland owned for potential real estate development.
*31*
**
*Unredeemed Pari-mutuel Tickets* The Company records a liability for winning tickets and vouchers upon the completion of a race and when a voucher is printed, respectively. As uncashed winning tickets and vouchers are redeemed, this liability is reduced for the respective cash payment. The Company recognizes revenue associated with the uncashed winning tickets and vouchers when the likelihood of redemption, based on historical experience, is remote. While the Company continues to honor all winning tickets and vouchers presented for payment, management *may*determine the likelihood of redemption to be remote due to the length of time that has elapsed since the ticket was issued. In these circumstances, if management also determines there is *no* requirement for remitting balances to government agencies under unclaimed property laws, uncashed winning tickets and vouchers *may*then be recognized as revenue in the Companys Consolidated Statement of Operations.
**
*Deferred Revenue*Deferred revenue includes advance sales related to racing, events, and corporate partnerships.Revenue from these advance billings isrecognized when the related event occurs or services have been performed.
**
*Due to Minnesota Horsemens Benevolent and Protective Association,Inc. (MNHBPA)* The Minnesota Pari-mutuel Horse Racing Act specifies that the Company is required to segregate a portion of funds (recorded as purse expense in the statements of operations), received from Casino operations and wagering on simulcast and live horse races, for future payment as purses for live horse races or other uses of the horsepersons associations. Pursuant to an agreement with the MNHBPA, the Company transferred into a trust account or paid directly to the MNHBPA, approximately $6,956,000 and $8,288,000 for theyears ended
*December 31, 2025*and *2024*
, respectively, related to thoroughbred races. Minnesota Statutes specify that amounts transferred into the trust account are the property of the trust and *not* of the Company.
**
*Casino Accruals* Minnesota law allows the Company to collect amounts from patrons to fund progressive jackpot pools in the Casino. These amounts, along with amounts earned by the player pool, promotional pools, and the outstanding chip liability, are accrued as short-term liabilities at each balance sheet date.
**
*Advertising and Marketing* Advertising and marketing costs are charged to expense as incurred. The related amounts are presented separately in the Companys Consolidated Statements of Operations.
**
*Income Taxes* Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for theyear in which those temporary differences are expected to reverse.
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than *not* sustain the position following an audit. For tax positions meeting the more likely than *not* threshold, the amount recognized in the financial statements is the largest benefit that has a greater than *50%* likelihood of being realized upon ultimate settlement with the relevant tax authority.
Interest and penalties associated with uncertain income tax positions are presented in income tax expense. For theyears ended *December 31, 2025*and *2024*, the Company did not recognize any expense related to interest and penalties.
**
*Net Income Per Share* Basic net income per common share is based on the weighted average number of common shares outstanding during eachyear. Diluted net income per common share takes into effect the dilutive effect of potential common shares outstanding. The Companys only potential common shares outstanding are stock options and unvested deferred stock awards.
**
*Fair Values of Financial Instruments* Due to the current classification of all financial instruments and given the short-term nature of the related account balances, carrying amounts reported in the Consolidated Balance Sheets approximate fair value.
**
*Stock-Based Employee Compensation* The Company accounts for share-based compensation awards on a fair value basis. The estimated grant date fair value of each stock-based award is recognized as expense over the requisite service period (generally the vesting period). For more information on the Companys stock-based compensation plans, see Note*5.*
****
**New Accounting Pronouncement**
Accounting Standards Update (ASU) *No.* *2023*-*09,* Income Taxes (Topic *740*): Improvements to Income Tax Disclosures requires enhanced disclosures primarily related to the rate reconciliation and income taxes paid information. The Company adopted ASU *2023*-*09* on *January 1, 2025.*The adoption resulted in additional disclosures but did *not* have an impact on the Company's consolidated financial position, results of operations, or cash flows. Results for the year ended *December 31, 2025*are presented under ASU *2023*-*09* while prior period amounts continue to be reported in accordance with previously applicable US GAAP. Seefootnote *4*of the consolidated financial statements for changes to accounting policies.
*3.*LAND, BUILDINGS AND EQUIPMENT
Land, buildings and equipment, at cost, consist of the following at *December 31, 2025*and *2024*:
| | | 2025 | | | 2024 | | |
| Land | | $ | 2,835,655 | | | $ | 2,835,655 | | |
| Buildings and building improvements | | | 63,087,702 | | | | 55,620,120 | | |
| Furniture and equipment | | | 21,557,113 | | | | 21,102,057 | | |
| Construction in progress | | | 2,011,560 | | | | 6,586,250 | | |
| | | | 89,492,030 | | | | 86,144,082 | | |
| Accumulated depreciation | | | (37,927,590 | ) | | | (35,101,094 | ) | |
| Total land, buildings, and equipment, net | | $ | 51,564,440 | | | $ | 51,042,988 | | |
The Company has included land held for development as a separate line on the consolidated balance sheet. Thisrepresentsland owned for potential real estate development and totaled $2,659,257and $2,183,930as of*December 31, 2025*and *2024*, respectively.
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*4.*INCOME TAXES
The following table summarizes income(loss) before income taxes for theyears ended *December 31, 2025*and *2024*:
| | | 2025 | | | 2024 | | |
| United States | | $ | (814,431 | ) | | $ | 3,036,727 | | |
| Foreign | | | - | | | | - | | |
The Company's income tax expense (benefit)for theyears ended *December 31, 2025*and *2024*is as follows:
| | | 2025 | | | 2024 | | |
| U.S. Federal | | $ | (507,000 | ) | | $ | 522,900 | | |
| State | | | (403,000 | ) | | | 674,000 | | |
| Foreign | | | - | | | | - | | |
| Current income tax expense (benefit) | | | (910,000 | ) | | | 1,196,900 | | |
| | | | | | | | | | |
| U.S. Federal | | | 238,000 | | | | 51,985 | | |
| State | | | 387,000 | | | | (325,000 | ) | |
| Foreign | | | - | | | | - | | |
| Deferred income tax expense (benefit) | | | 625,000 | | | | (273,015 | ) | |
| Total income tax expense (benefit) | | $ | (285,000 | ) | | $ | 923,885 | | |
The following is a reconciliation from the Company's statutory rate to the effective ratefor theyearended *December 31, 2025*and *2024*after adoption of ASU *2023*-*09:*
| | | 2025 | | | Percent | | |
| United States federal statutory income tax rate | | $ | (171,000 | ) | | | 21.0 | % | |
| State income taxes, net of federal tax benefit of state tax | | | (13,000 | ) | | | 1.6 | % | |
| Credit for tax on employee tips | | | (29,000 | ) | | | 3.6 | % | |
| Nontaxable or nondeductible items | | | | | | | | | |
| Stock based compensation not benefited | | | 27,000 | | | | (3.3 | %) | |
| Nondeductible lobbying expenses | | | 38,000 | | | | (4.7 | %) | |
| Other | | | 9,000 | | | | (1.1 | %) | |
| Changes in unrecognized tax benefits | | | | | | | | | |
| IRS interest refund | | | (146,000 | ) | | | 17.9 | % | |
| Provision for income tax benefit | | $ | (285,000 | ) | | | 35.0 | % | |
Thefollowing is a reconciliation from the Company's statutory rate to the effective ratefor theyearended *December 31, 2024*prior to the adoption of ASU *2023*-*09:*
| | | 2024 | | | Percent | | |
| Federal tax (benefit) expense at statutory rates | | $ | 637,700 | | | | 21.0 | % | |
| State and local income tax, net of federal (national) income tax effect | | | 275,700 | | | | 9.1 | % | |
| Nondeductible lobbying expense | | | 32,000 | | | | 1.1 | % | |
| Stock-based compensation expense | | | 4,900 | | | | 0.2 | % | |
| Other | | | (26,415 | ) | | | (0.9 | %) | |
| Provision for income tax expense | | $ | 923,885 | | | | 30.4 | % | |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Companys deferred tax assets and liabilities as of *December 31, 2025*and *2024* are as follows:
| | | 2025 | | | 2024 | | |
| Deferred tax assets: | | | | | | | | | |
| Accrued compensation | | $ | 97,000 | | | $ | 82,300 | | |
| Player rewards program accrual | | | 89,000 | | | | 94,800 | | |
| Stock-based compensation | | | 210,700 | | | | 160,200 | | |
| Net operating losses | | | 218,600 | | | | | | |
| Credits | | | 48,000 | | | | | | |
| Other | | | 155,400 | | | | 1,700 | | |
| Net deferred tax assets | | | 818,700 | | | | 339,000 | | |
| Deferred tax liabilities: | | | | | | | | | |
| Land, building and equipment | | | 5,982,700 | | | | 5,523,200 | | |
| Investment in joint ventures | | | 3,996,900 | | | | 3,468,100 | | |
| TIF accrued interest receivable | | | 1,058,000 | | | | 962,100 | | |
| Prepaid expenses | | | 252,100 | | | | 231,600 | | |
| Net deferred tax liabilities | | | 11,289,700 | | | | 10,185,000 | | |
| Net long-term deferred tax liabilities | | $ | (10,471,000 | ) | | $ | (9,846,000 | ) | |
For theperiod ended *December 31, 2025,*the Company had a federal and state net operating loss carryforwards of $460,000 and $1,574,000, respectively. The federal net operating loss carryforward has an indefinite carryforward period. The state post-apportioned net operating loss carryforward will expire in 2040.
The Company is subject to U.S. and Minnesota taxation. The Company is *no* longer subject to U.S. federal orstate by tax authorities foryears before *2022*and *2021,* respectively.
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The followingis a reconciliation of the Company's unrecognized tax benefits for theyears ended *December 31, 2025*and *2024*:
| | | 2025 | | | 2024 | | |
| Unrecognized tax benefits January 1 | | $ | 181,000 | | | $ | | | |
| | | | | | | | | | |
| Additions based on tax positions related to the current year | | | | | | | 630,000 | | |
| Additions for tax positions of prior years | | | | | | | | | |
| Reductions for tax positions of prior years | | | | | | | | | |
| Reductions for tax positions of current years | | | (181,000 | ) | | | (449,000 | ) | |
| | | | | | | | | | |
| Unrecognized tax benefits December 31 | | $ | | | | $ | 181,000 | | |
The Company has *not* accrued interest expense and penalties related to the unrecognized tax benefits for the periods ended*December 31, 2025*and *December 31, 2024,*respectively.
The following table summarizes the Company's tax payments and refunds by jurisdiction for the year ended *December 31, 2025:*
| Income Tax Paid, Net of Refunds | | |
| | | | | | |
| Federal refund | | $ | 1,488,608 | | |
| State | | | | | |
| Foreign | | | | | |
| | | $ | 1,488,608 | | |
*5.*STOCKHOLDERS EQUITY AND STOCK-BASED COMPENSATION
**Stockholders Equity**
*Employee Stock Purchase Plan:*
The Company offers an Employee Stock Purchase Plan (the ESPP) that is open to all employees working more than 15 hours per week. Shares of the Companys common stock *may*be purchased by employees at *six*-month intervals at 85% of the fair market value of *one* share of common stock at the beginning or end of each stock purchase period or phase. Employees purchased14,679and 14,583shares in *2025* and *2024*, respectively. As of *December 31, 2025*, a total of 396,096shares have been issued from the 450,000 sharesauthorized.
*KSOP:*
The Company offers a KSOP Plan (the KSOP) that includes the Employee Stock Ownership Plan (the ESOP) and the *401*(k)Plan. The KSOP allows the Company to use Company stock to match contributions from its employees should it so choose. The KSOP is available to eligible employees who had completed sixmonths of service. Beginning *January**1,* *2016,* the matching of employee contributions were issued in Company stock. Employer contributions charged to operations for stock matching of employee contributions for theyear ended *December 31, 2025*and *2024* totaled approximately $914,000 and $876,000, respectively.
**Stock-Based Compensation**
Stock-based compensation is recorded at fair value as of the date of grant, is included in the salaries and benefits expense line item on the consolidated statements of operations and amounted to approximately $688,000 and $572,000 for theyears ended *December 31, 2025*and *2024*, respectively.
*Stock Options:*
The Companys Stock Plan, as amended, (the Plan) provides for the granting of awards in the form of stock options, restricted stock, stock appreciation rights, and deferred stock to key employees and non-employees, including directors of and consultants to the Company and any subsidiary, to purchase up to a maximum of 1,650,000 shares of common stock. The Company currently has 99,687shares available for grant under the Plan. The Plan is administered by the Board of Directors which determines the persons who are to receive awards under the Plan, the type of award to be granted, the number of shares subject to each award and, if an option, the exercise price of each option. There were no options granted in *2025* or *2024.*The grant-date fair value of options outstanding and exercisable at *December 31, 2025*and *2024* was $0. As of *December 31, 2025*, there are no options outstanding.
*Long Term Incentive Plan*
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 Companys 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 temporarily suspended the granting of performance awards under its LTI Plan, and instead granted deferred stock awards designed to retain NEOs and other senior executives in lieu of LTI Plan awards from *2020* through *2025.* Accordingly, there were *no* awards outstanding under the LTI Plan during the years ended *December 31, 2025*and *2024.*
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*Board of Directors Stock Option, Deferred Stock Awards, and Restricted Stock Grants*
The Companys Stock Plan was amended to authorize 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 Companys annual shareholders meeting as determined by the Board prior to each such meeting. Options granted under the Plan generally expire 10 years after the grant date. Restricted stock and deferred stock grants generally vest 100% one year after the date of the annual meeting at which they were granted, are subject to restrictions on resale for an additional year, and are subject to forfeiture if a board member terminates his or her board service prior to the shares vesting.The unvested deferred stock awards outstanding as of *December 31, 2025* to our non-employee directors consists of only a grant of deferred stock on *June 5, 2025*of 13,626shares with a weighted average fair value per share of $17.61.
Below is a summary of changes in Board of Directors unvested deferred stock award grants as of *December 31, 2025*:
| | | | | | | Weighted | | |
| | | | | | | Average | | |
| | | Deferred | | | Fair Value | | |
| | | Stock | | | Per Share | | |
| Non-Vested Balance, December 31, 2024 | | | 10,734 | | | $ | 22.35 | | |
| Granted | | | 13,626 | | | | 17.61 | | |
| Vested | | | (10,734 | ) | | | 22.35 | | |
| Forfeited | | | | | | | | | |
| Non-Vested Balance, December 31, 2025 | | | 13,626 | | | $ | 17.61 | | |
*Employee Deferred Stock Awards*
In *2025,*the Company granted employees deferred stock awards totaling 27,400shares of common stock, with a vesting term of approximatelyfour years and a fair value of $19.43per share. In *2024,*the Company granted employees deferred stock awards totaling 22,100shares of common stock, with a vesting term of approximatelyfour years and a fair value of $21.08per share. The vesting schedule of the awards granted in *2025* is as follows: (i) 25% vesting and being issued in*March 2026, (*ii) 25% vesting and being issued in*March 2027, (*iii) 25% vesting and being issued in*March 2028*and (iv)25% vesting and being issued in*March 2029.*The compensation cost associated with thesegrants of deferred stock awards are recorded in Salaries and benefits on the Consolidated Statements of Operations.
A summary of the changes in employee unvested deferred stock award grants as of *December 31, 2025*, is as follows:
| | | | | | | Weighted | | |
| | | | | | | Average | | |
| | | Deferred | | | Fair Value | | |
| | | Stock | | | Per Share | | |
| Non-Vested Balance, December 31, 2024 | | | 43,790 | | | $ | 22.52 | | |
| Granted | | | 27,400 | | | | 19.43 | | |
| Vested | | | (12,505 | ) | | | 22.61 | | |
| Forfeited | | | (5,475 | ) | | | 22.43 | | |
| Non-Vested Balance, December 31, 2025 | | | 53,210 | | | $ | 20.92 | | |
At *December 31, 2025*, there was approximately $853,000 of total unrecognized stock-based compensation expense related to unvested employee and board of director deferred stock awards that is expected to be recognized over a period of approximately 3.3years.
*6.*NET INCOME (LOSS)PER SHARE COMPUTATIONS
The following is a reconciliation of the numerator and denominator of the net income (loss)per common share computations for theyears ended *December 31, 2025*and *2024*.
| | | Year Ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Net income (loss) (numerator) amounts used for basic and diluted per share computations: | | $ | (529,431 | ) | | $ | 2,112,842 | | |
| | | | | | | | | | |
| Weighted average shares (denominator) of common stock outstanding: | | | | | | | | | |
| Basic | | | 5,071,423 | | | | 4,994,905 | | |
| Plus dilutive effect of deferred stock awards | | | | | | | 37,305 | | |
| Diluted | | $ | 5,071,423 | | | $ | 5,032,210 | | |
| | | | | | | | | | |
| Net income (loss) per common share: | | | | | | | | | |
| Basic | | $ | (0.10 | ) | | $ | 0.42 | | |
| Diluted | | | (0.10 | ) | | | 0.42 | | |
For the year ended *December 31, 2025,*31,893 shares have been excluded from the calculation of diluted weighted average shares outstanding as the inclusion of these shares would have an anti-dilutive effect.
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*7.*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 increaseits revolving credit line up to $10,000,000. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company, as well as a mortgage on certain real property. The Company had no borrowings under the credit line during theyear ended *December 31, 2025*. As of *December 31, 2025*, the outstanding balance on the line of credit was $0. In the event that the Company borrowed under the agreement, the annual interest rate paid by the Company would be equal to the greater of the Prime Rate or 3.0%.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.
*8.*LEASES
The Company determines if an arrangement is a lease or contains a lease at inception. The Company leases certain 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 Companys lease agreements do *not* contain any variable lease payments, material residual value guarantees or any restrictive covenants.
Lease costs related to operating leases were $28,228and $26,785forthe years ended *December 31, 2025*and *2024*, respectively. The total lease expenses for leases with a term of *twelve* months or less for which the Company elected *not* to recognize a lease asset or liability was $448,231and $457,454for the years ended *December 31, 2025*and *2024*, respectively.
Lease costs included in depreciation and amortization related to our finance leases were $36,182and $33,332forthe years ended *December 31, 2025*and *2024*, respectively. Interest expense related to our finance leases was immaterial.
The following table shows the classification of the right of use assets on our Consolidated Balance Sheets at *December 31, 2025*and *2024*:
| | | | | | | | | | | |
| Assets | Balance Sheet Location | | 2025 | | | 2024 | | |
| | | | | | | | | | | |
| Finance | Land, buildings and equipment, net (1) | | $ | 117,181 | | | $ | 150,132 | | |
| Operating | Operating lease right-of-use assets | | | - | | | | 27,674 | | |
| Total Leased Assets | | $ | 117,181 | | | $ | 177,806 | | |
**1** Finance lease assets are net of accumulated amortization of $63,729and $30,779for the years ended *December 31, 2025*and *2024*, respectively.
The following table shows the lease terms and discount rates related to our leases:
| | | Year Ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Weighted average remaining lease term (in years): | | | | | | | | | |
| Finance | | | 3.0 | | | | 4.0 | | |
| Operating | | | - | | | | 0.4 | | |
| Weighted average discount rate (%): | | | | | | | | | |
| Finance | | | 8.5 | % | | | 8.5 | % | |
| Operating | | | - | | | | 8.0 | % | |
**
The maturity of operating leases and finance leases for the year ended *December 31, 2025*are as follows:
| Year Ended December 31, 2025 | | Finance Leases | | |
| 2026 | | $ | 44,447 | | |
| 2027 | | | 44,447 | | |
| 2028 | | | 44,252 | | |
| 2029 and beyond | | | | | |
| Total minimum lease obligations | | | 133,146 | | |
| Less: amounts representing interest | | | (15,965 | ) | |
| Present value of minimum lease payments | | | 117,181 | | |
| Less: current portion | | | (35,862 | ) | |
| Lease obligations, net of current portion | | $ | 81,319 | | |
**
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*Purchase Obligations*
In *March 2022,*the Company entered into a five-year agreement witha totalizator provider. Pursuant to the agreement, the vendor provides totalizator equipment and related software which records and processes all wagers and calculates odds and payoffs. Thefuture minimum purchase obligations under the new agreement are $166,400 per year. The amounts charged to operations for totalizator expenses for theyears ended *December 31, 2025*and *2024* were $203,000 and $200,000, respectively.
*9.*COMMITMENTS AND CONTINGENCIES
Effective *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 $5,000,000.Effective *October 27, 2022,*the Indemnity Agreement was amended to increase the maximum indemnification by an additional $700,000.Effective *December 12, 2023,*the Indemnity Agreement was amended to increase the maximum indemnification by an additional $1,300,000.Effective *December 18, 2024,*the Indemnity Agreement was amended to increase the maximum indemnification by an additional $500,000. Effective *December 30, 2025,*the Indemnity Agreement was amended to increase the maximum indemnification by an additional $250,000,bringing the total to a maximum of $7,750,000.
Effective *December 18, 2024,*the Company entered into an Indemnity Agreementwith affiliates of Doranrelating 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 $1,000,000.Effective *December 30, 2025,*the Indemnity Agreement was amended to increase the maximum indemnification by an additional $1,750,000,bringing the total to a maximum of $2,750,000.
Effective
*December 21, 2023,*the Company entered into its annual live race meet and purse fund contribution agreement with the Minnesota Horsemens 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 $23,000 per race. The parties recognized there waslikely to be a significant financial cost to the Company in establishing a *2024* thoroughbred purse structure intended to average $23,000 per conducted overnight race and that to maintain that average purse structure, the Company made an overpayment that *may*be repaid to the Company by the MNHBPA through reimbursement in subsequent racing years. This overpayment of purses by the Company wasintended to create a short-term bridge until additional purse supplements can be obtained from other sources. At the conclusion of the *2024* live race meet, the Company recorded a receivable related to the overpayment of *2024* purses in the amount of $1,597,463, which is presented as Other long-term receivableson the Company's balance sheet as of *December 31, 2024.*In addition, the Company agreed to allocate approximately $400,000 to be used as recruiting and participation incentives to attract thoroughbred trainers, owners, and stables for the *2024* live meet in an effort to generate additional pari-mutuel handle through improved field size. For the year ended*2024,* the Company recognized expensesof $418,000related to these incentives.
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 $500,000 of purse monies to be distributed above the minimum amount defined in Minnesota Statutes Chapter *240.* The parties recognized there was likely to be a significant financial cost to the Company in establishing this *2025* thoroughbred purse structure and that to maintain that average purse structure, the Company made an overpayment that *may*be repaid to the Company by the MNHBPA through reimbursement in subsequent racing years. This overpayment of purses by the Company was intended to create a short-term bridge until additional purse supplements can be obtained from other sources. At the conclusion of the *2025* live race meet, the Company recorded a receivable related to the overpayment of *2025* purses in the amount of $500,000.
The combined amounts from the *2024* and *2025* live race meet agreements of $2,097,463 is presented as Other long-term receivables on the Company's balance sheet as of *December 31, 2025.*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 *2025* overpayment amount from those purse supplements.
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. Accordingly, management believes *no* allowance related to this receivable is necessary at both *December 31, 2025*and *2024.*
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 *December 31, 2025* and as of the date of this report will *not* have a material impact on the Companys consolidated financial positions or results of operations.
The Company has committed to payment of statutory distributions under a $500,000 bond issued to the Minnesota Racing Commission as required by Minnesota statute. The Company was *not* required to make any payments related to this bond in *2025* or *2024*, and there is *no* liability related to this bond on the balance sheet as of *December 31, 2025*.
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*10.*OPERATING****SEGMENTS
The Company's chief operating decision maker is its Chief Executive Officer and President, Randall D. Sampson. The Company has four reportable operating segments: horse racing, Casino, food and beverage, and development. The horse racing segment primarily represents simulcast and live horse racing operations. The Casino segment represents operations of Canterbury Parks Casino, the food and beverage segment represents food and beverage operations provided during simulcast and live racing, in the Casino, and during special events, and the development segment represents our real estate development operations. The Companys reportable operating segments are strategic business units that offer different products and services. They are managed separately because the segments differ in the nature of the products and services provided as well as process to produce those products and services. The Minnesota Racing Commission regulates the horse racing and Casino segments.
Depreciation, interest expense, and income taxes are allocated to the segments but *no* allocation is made to food and beverage for shared facilities. However, the food and beverage segment pays approximately 25% of gross revenues earned on special eventdays to the horse racing segment for use of the facilities.
The following tables represent a disaggregation of revenues from contracts with customers along with the Companys operating segments (in *000s*):
| | | Year Ended December 31, 2025 | | |
| | | Horse Racing | | | Casino | | | Food and Beverage | | | Development | | | Total | | |
| Net revenues from external customers | | $ | 13,545 | | | $ | 37,087 | | | $ | 8,936 | | | $ | | | | $ | 59,568 | | |
| Intersegment revenues | | | 329 | | | | | | | | 1,245 | | | | | | | | 1,574 | | |
| Net interest income | | | 596 | | | | | | | | | | | | 1,371 | | | | 1,967 | | |
| Depreciation | | | 3,563 | | | | 301 | | | | 134 | | | | | | | | 3,998 | | |
| Segment (loss) income before income taxes | | | (3,319 | ) | | | 4,863 | | | | 1,745 | | | | (4,103 | ) | | | (814 | ) | |
| Segment tax (benefit) expense | | | (1,161 | ) | | | 1,702 | | | | 610 | | | | (1,436 | ) | | | (285 | ) | |
| | | At December 31, 2025 | | |
| Segment assets | | $ | 106,526 | | | $ | 740 | | | $ | 38,129 | | | $ | 35,949 | | | $ | 181,344 | | |
| | | Year Ended December 31, 2024 | | |
| | | Horse Racing | | | Casino | | | Food and Beverage | | | Development | | | Total | | |
| Net revenues from external customers | | $ | 13,967 | | | $ | 38,775 | | | $ | 8,820 | | | $ | | | | $ | 61,562 | | |
| Intersegment revenues | | | 281 | | | | | | | | 1,325 | | | | | | | | 1,606 | | |
| Net interest income | | | 1,014 | | | | | | | | | | | | 1,058 | | | | 2,072 | | |
| Depreciation | | | 3,157 | | | | 301 | | | | 163 | | | | | | | | 3,621 | | |
| Segment (loss) income before income taxes | | | (1,838 | ) | | | 5,855 | | | | 1,891 | | | | (2,871 | ) | | | 3,037 | | |
| Segment tax (benefit) expense | | | (559 | ) | | | 1,781 | | | | 575 | | | | (873 | ) | | | 924 | | |
| | | At December 31, 2024 | | |
| Segment assets | | $ | 99,810 | | | $ | 1,041 | | | $ | 35,679 | | | $ | 39,088 | | | $ | 175,618 | | |
The following are reconciliations of reportable segment revenues, income before income taxes, and assets, to the Companys consolidated totals for theyears ended *December 31, 2025*and *2024* (in *000s*):
| | | Year Ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Revenues | | | | | | | | | |
| Total net revenue for reportable segments | | $ | 61,142 | | | $ | 63,168 | | |
| Elimination of intersegment revenues | | | (1,574 | ) | | | (1,606 | ) | |
| Total consolidated net revenues | | $ | 59,568 | | | $ | 61,562 | | |
| Income (loss) before income taxes | | | | | | | | | |
| Total segment income before income taxes | | $ | 1,710 | | | $ | 5,661 | | |
| Elimination of intersegment loss before income taxes | | | (2,524 | ) | | | (2,624 | ) | |
| Total consolidated income before income taxes | | $ | (814 | ) | | $ | 3,037 | | |
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Assets | | | | | | | | | |
| Total assets for reportable segments | | $ | 181,344 | | | $ | 175,618 | | |
| Elimination of intercompany balances | | | (68,763 | ) | | | (65,695 | ) | |
| Total consolidated assets | | $ | 112,581 | | | $ | 109,923 | | |
*38*
*11.*REAL ESTATE DEVELOPMENT
**Equity Investments**
*Doran Canterbury I, LLC*
On *April 2, 2018,*the Companys subsidiary Canterbury Development LLC entered into an operating agreementwith 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 Companys Racetrack. Doran Canterbury hasdevelopedPhase I of the project, which includes approximately *300* units, a heated parking ramp, and a clubhouse.
On *September 27, 2018,*Canterbury Development LLC contributed approximately 13 acres of land as its equity contribution in the Doran Canterbury I joint venture and became a 27.4% equity member. On *December 20, 2018,*financing for Doran Canterbury I was secured. As the Company is able to assert significant influence, but *not* control, over Doran Canterbury Is operational and financial policies, the Company accounts for the joint venture as an equity method investment. For the years ended *December 31, 2025*and *2024*, the Company recorded a loss of$2,739,000 and $3,552,000, respectively, on equity method investments related to this joint venture.The decreased loss for *2025*is primarilydue to an increase in leasing rates by Doran Canterbury I year-over-year following repairs related to an insurance claim that occurred in *2023.*In accordance with U.S. GAAP, since we are committed to provide future capital contributions to Doran CanterburyI, we also present as a liability in the accompanyingConsolidated Balance Sheets for the net balance recorded for our share of Doran Canterbury I's losses in excess of the amountfunded into Doran Canterbury I, which was $7,755,000and $5,016,000at *December 31, 2025*and *2024*,respectively.
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 $7,750,000as of *December 31, 2025*. See Note *9.* Commitments and Contingencies.
*Doran Canterbury II, LLC*
In connection with the execution of the amended operating agreement for Doran Canterbury I, on *August 18, 2018,*Canterbury Development LLC entered into an operating agreement with Doran Shakopee, LLC as the *two* members of a Minnesota limited liability company entitled Doran Canterbury II, LLC (Doran Canterbury II). Under the Doran Canterbury II operating agreement, Doran Canterbury II will pursue development of Phase II of the project. Phase II will include an additional *305*apartment units. Canterbury Developments equity contribution to Doran Canterbury II for Phase II was approximately 10 acres of land, which were contributed to Doran Canterbury II on *July 30, 2020.*In connection with its contribution, Canterbury Development became a 27.4% equity member in Doran Canterbury II with Doran owning the remaining 72.6%. As the Company is able to assert significant influence, but *not* control, over Doran Canterbury IIs operational and financial policies, the Company accounts for the joint venture as an equity method investment.For the years ended *December 31, 2025*, the Company recordeda loss of $2,205,000 and $1,923,000, respectively,on equity method investments related to this joint venture. The increased loss for *2025* is primarily due to an increase in non-cash depreciation expense compared to *2024.*In accordance with U.S. GAAP, since we are committed to provide future capital contributions to Doran CanterburyII, we also present as a liability in the accompanyingConsolidated Balance Sheets for the net balance recorded for our share of Doran Canterbury II's losses in excess of the amountfunded into Doran Canterbury II, which was $766,000and $0at *December 31, 2025*and *2024*,respectively.
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 $2,750,000 as of *December 31, 2025*. See Note *9.* Commitments and Contingencies.
*Canterbury DBSV Development, LLC*
On *June 16, 2020,*Canterbury Development, entered into an operating agreement with an affiliate of Greystone Construction, as the *two* members of a Minnesota limited liability company named Canterbury DBSV Development, LLC (Canterbury DBSV). Canterbury DBSV was formed as part of a joint venture between Greystone and Canterbury Development LLC for a multi-use development on the 13-acre land parcel located on the southwest portion of the Companys racetrack. Canterbury Developments equity contribution to Canterbury DBSV was approximately *13* acres of land, which were contributed to Canterbury DBSV on *July 1, 2020.*In connection with its contribution, Canterbury Development became a 61.87% equity member in Canterbury DBSV. As the Company is able to assert significant influence, but *not* control, over Canterbury DBSVs operational and financial policies, the Company accounts for the joint venture as an equity method investment. For the years ended *December 31, 2025*and *2024*, the Company recorded a loss of $252,000 and income of $8,000, respectively,on equity investmentrelated to this joint venture. The decrease in income for *2025* is primarily due to a gain on sale of land that occurred in *2024.*For the years ended *December 31, 2025*and *2024*, the Company also receiveddividend distributions of $75,000 and $36,000, respectively,related to this joint venture.
*Trackside Investments, LLC*
On*September 20, 2023,*Canterbury Development, entered into an Operating Agreement with Trackside Hospitality, 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 16,000 square foot restaurant and entertainment venue. Canterbury Development, LLC's equity contribution to Trackside Investments was approximately 3.5 acres of land, which were contributed to Trackside Investments on *August 20, 2024.*In connection with its contribution, Canterbury Development became a 50% equity member in Trackside Investments. In addition, Canterbury Development is guaranteed an annual 6% preferred return on the balance of Canterbury Development's undistributed base capital. As the Company is able to assert significant influence, but *not* control, over Trackside Investments' operational and financial policies, the Company accounts for the joint venture as an equity method investment. In accordance with ASC *610*-*20,* we determined that we do *not* have a controlling financial interest in the Trackside Investments joint venture and the arrangements meet the criteria to be accounted for as a contract. Therefore, we derecognized the land and recognized a full gain in *2024* (approximately $1,732,000) between the carrying amount of the land and the estimated fair value of the land transferred.For the year ended *December 31, 2025,*the Company recorded a loss of $47,000 on equity investments related to this joint venture. As of *December 31, 2024,*the proportionate share of Trackside Investments, LLC's earnings was immaterial.For the years ended *December 31, 2025*and *2024*, the Company also receiveddividend distributions of $8,000 and $0, respectively,related to this joint venture.For the years ended *December 31, 2025*and *2024*, the Company also received preferred return paymentsof $69,000 and $0, respectively,related to this joint venture.
*39*
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 December 31, 2025 | | |
| | | Total | | | Doran I | | | Doran II | | | Other | | |
| Current assets | | $ | 6,306,889 | | | $ | 5,779,528 | | | $ | 456,519 | | | $ | 70,842 | | |
| Noncurrent assets | | | 139,607,148 | | | | 53,053,492 | | | | 72,925,034 | | | | 13,628,622 | | |
| Current liabilities | | | 77,028,627 | | | | 72,325,450 | | | | 4,693,064 | | | | 10,113 | | |
| Noncurrent liabilities | | | 89,001,340 | | | | 14,567,290 | | | | 69,259,050 | | | | 5,175,000 | | |
| Joint ventures' equity | | | (20,115,930 | ) | | | (28,059,720 | ) | | | (570,561 | ) | | | 8,514,351 | | |
| CPHC share of joint ventures' equity | | | (3,365,820 | ) | | | (7,755,253 | ) | | | (766,211 | ) | | | 5,155,644 | | |
| | | Fiscal Year Ended December 31, 2025 | | |
| | | Total | | | Doran I | | | Doran II | | | Other | | |
| Net sales | | $ | 8,037,249 | | | $ | 1,777,521 | | | $ | 5,968,626 | | | $ | 291,102 | | |
| Gross profit (loss) | | | 3,176,376 | | | | (315,508 | ) | | | 3,280,880 | | | | 211,004 | | |
| Net income | | | (18,545,508 | ) | | | (9,996,550 | ) | | | (8,048,678 | ) | | | (500,280 | ) | |
| CPHC share of equity in income of joint ventures | | | (5,242,852 | ) | | | (2,739,055 | ) | | | (2,205,338 | ) | | | (298,460 | ) | |
| CPHC's dividends received from joint ventures | | | (82,861 | ) | | | | | | | | | | | (82,861 | ) | |
| | | As of December 31, 2024 | | |
| | | Total | | | Doran I | | | Doran II | | | Other | | |
| Current assets | | $ | 14,505,405 | | | $ | 11,593,489 | | | $ | 411,006 | | | $ | 2,500,910 | | |
| Noncurrent assets | | | 142,521,390 | | | | 56,250,927 | | | | 78,755,486 | | | | 7,514,977 | | |
| Current liabilities | | | 10,175,889 | | | | 5,885,368 | | | | 4,140,521 | | | | 150,000 | | |
| Noncurrent liabilities | | | 147,212,092 | | | | 79,664,237 | | | | 67,547,855 | | | | | | |
| Joint ventures' equity | | | (361,146 | ) | | | (17,705,189 | ) | | | 7,478,156 | | | | 9,865,887 | | |
| CPHC share of joint ventures' equity | | | 1,959,893 | | | | (5,016,198 | ) | | | 1,439,126 | | | | 5,536,965 | | |
| | | Fiscal Year Ended December 31, 2024 | | |
| | | Total | | | Doran I | | | Doran II | | | Other | | |
| Net sales | | $ | 6,208,696 | | | $ | 2,172,608 | | | $ | 4,015,928 | | | $ | 20,160 | | |
| Gross profit (loss) | | | 1,902,942 | | | | (310,841 | ) | | | 2,299,285 | | | | (85,502 | ) | |
| Net income | | | (19,972,811 | ) | | | (12,964,134 | ) | | | (7,021,446 | ) | | | 12,769 | | |
| CPHC share of equity in income of joint ventures | | | (5,467,771 | ) | | | (3,551,980 | ) | | | (1,923,491 | ) | | | 7,700 | | |
| CPHC's dividends received from joint ventures | | | (36,480 | ) | | | | | | | | | | | (36,480 | ) | |
**Tax Increment Financing**
**
On *August 8, 2018,*the City Council of the City of Shakopee, Minnesota approved a Contract for Private Redevelopment (OriginalAgreement) 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 Companyagreed 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 thedeveloped propertywill be paid to the Companyto 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 Companywas $23,336,500.
On *January 25, 2022,*the Company received the fully executed First Amendment to the Contract for Private Redevelopment (the First Amendment) among the Company, the City of Shakopee, and the Shakopee EDA, which is effective as of *September 7, 2021.*Under the First Amendment and as part of the authorized changes regarding the responsibilities of the Company and the City, improvements on Unbridled Avenue will be primarily constructed by the City of Shakopee. As a result, the total estimated cost of TIF eligible improvements to be borne by the Companywill be reduced by $5,744,000 to an amount *not* to exceed $17,592,881. In order to reimburse the Companyfor the qualified costs related to constructing the developer improvements, the Authority will issue and the Company will receivea TIF Note in the maximum principal amount of $17,592,881. The First Amendment also memorialized that the Company completed the Shenandoah Drive improvements as required prior to *December 31, 2019.*The City is obligated to issue bonds to finance the portion of the improvements required to be constructed by the City.
A detailed Schedule of the Public Improvements under the First Amendment, the timeline for their construction and the source and amount of funding is set forth in Exhibit *10.1* of the Form *8*-K filed on *January 31, 2022.*The Company expects to substantially complete the remaining Developer Improvements by *July 17, 2027*and will be reimbursed for costs of the Developer Improvements incurred by *no* later than *July 17, 2027.*The total amount of funding that the Companywill 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 fromthe developed property.
As of
*December 31, 2025*
, the Company recorded a TIF receivable ofapproximately $19,986,000, which represents $16,305,000 of principal and $3,681,000 of interest. Managementbelievesfuture tax revenues generated from current development activity will exceed the Company'sdevelopment costs and thus, management believes *no* allowance related to this receivable is necessary.As of
*December 31, 2024*
, the Company recorded a TIF receivable of approximately$18,898,000, which represents $15,551,000 of principal and $3,347,000 of interest.
For the year ended *December 31, 2025,*the Company received its *first* payment from the City of Shakopee totaling $582,000, fully related to interest on thisreceivable.
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.
*40*
*12.* RELATED PARTY RECEIVABLES
Since *2019,*the Company has loaned money to the Doran Canterbury I and II joint ventures in member loans totaling approximately $4,657,000 and $3,812,000 as of *December 31, 2025*and *2024*, respectively. These member loans bear interest at the rate equal to the Prime Rate plustwopercent per annum and totaled $1,284,000 and $898,000 as of *December 31, 2025*and *2024*, respectively.
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 thisevaluation, management determined that the outstanding balances are collectible as of *December 31, 2025.*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 *December 31, 2025*and *2024.*
The Company has also recorded related party receivables of approximately $19,000 and $34,000 as of *December 31, 2025*and *2024*, respectively,for various related costs incurred by the Company. The Company expects to be fully reimbursed for these costs by the related parties inthe following year.
*13.* SUBSEQUENT EVENTS
On *January 8, 2026,*Canterbury Development LLCcontributed $1,466,405as an equity contributionto its Doran Canterbury II joint venture. This equity contribution was necessary for Doran Canterbury II to complete refinancing of its existing mortgage payable and is expected to reduce future interest expense from this joint venture. The equity contribution and refinancing did *not* impact the Company's financial statements as of *December 31, 2025*or *2024.*
**Item9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
*Not Applicable.*
**Item9A.CONTROLS AND PROCEDURES**
(a) Evaluation of Disclosure Controls and Procedures:
The Companys Chief Executive Officer, Randall D. Sampson, and Chief Financial Officer Randy J. Dehmer, have reviewed the Companys 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 Companys disclosure controls and procedures are effective.
(b)Managements Annual Report On Internal Control Over Financial Reporting:
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting of the Company. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Companys internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) includes those policies and procedures that (i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting can only provide reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting as of December 31, 2025. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control Integrated Framework (2013), as supplemented by the guidance for internal control over sustainability reporting issued by COSO in 2023.*Based on managements evaluation and those criteria, management concluded that the Companys system of internal control over financial reporting was effective as of December 31, 2025.
(c)Changes in Internal Control Over Financial Reporting:
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934) that occurred during our fiscal quarter ended December 31, 2025, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
41
**Item9B. OTHER INFORMATION**
*Not Applicable.*
**Item9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.**
*Not Applicable.*
**PARTIII**
**Item10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
Information Incorporated by Reference.
Except as noted below, the information required by this Item concerning directors and corporate governance is hereby incorporated by reference to the Companys definitive proxy statement for the *2026* Annual Meeting of Shareholders(the Proxy Statement) to be filed with the Commission within *120*days of*December 31, 2025* in the sections entitled Corporate Governance and Board Matters and Election of Directors.
Information required by this Item regarding executive officers is presented under Part I, Item*1.* Business of this Annual Report on Form *10*-K.
Code of Ethics
The Company has adopted a Code of Conduct and Ethics applicable to all directors, officers, employees of and consultants to the Company. A copy of the Code of Conduct and Ethics can be obtained free of charge upon written request directed to the Companys Secretary at the executive offices of the Company.
**Item11.EXECUTIVE COMPENSATION**
Information required under this Item is hereby incorporated by reference to the Proxy Statement sections entitled Executive Compensation Programs and Practices and Director Compensation.
**Item12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
Except as set forth below, the information required under this Item is hereby incorporated by reference to the section of the Proxy Statement entitled Security Ownership of Certain Beneficial Owners and Management.
**Securities Authorized for Issuance Under Equity Compensation Plans**
The following table sets forth information as of December 31, 2025 regarding our equity compensation plans, all of which were approved by our shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category |
|
Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights (1) |
|
|
Weighted-average exercise price of outstanding options, warrants and rights |
|
|
Number of shares of common stock remaining available for future issuance under equity compensation plans (2) |
|
|
|
Equity compensation plans approved by security holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Plan |
|
|
66,836 |
|
|
$ |
|
|
|
|
99,687 |
|
|
|
Employee Stock Purchase Plan |
|
|
|
|
|
|
|
|
|
|
53,904 |
|
|
|
Equity compensation plans not approved by security holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
66,836 |
|
|
|
|
|
|
|
153,591 |
|
|
(1) Forthe Stock Plan, represents number of shares that may be issued upon settlement of outstanding deferred stock awards.
(2) Excludes shares of common stock listed in the first column
**Item13.CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**
Information required under this Item is hereby incorporated by reference to the Proxy Statement section entitled Certain Relationships and Related Person Transactions.
**Item14.PRINCIPAL ACCOUNTING FEES AND SERVICES**
Information required under this Item is hereby incorporated by reference to the Proxy Statement section entitled Fees Billed and Paid to Independent Registered Public Accounting Firms and Audit Committee Pre-Approval Policies and Procedures.
42
**PARTIV**
**Item15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**
(a).The following Consolidated Financial Statements of Canterbury Park Holding Corporation and subsidiaries are included in PartII, Item8 pages34-59:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for theyears ended December 31, 2025 and 2024
Consolidated Statements of Changes in Stockholders Equity for theyears ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for theyears ended December 31, 2025 and 2024
Notesto Consolidated Financial Statements
(b). Exhibits
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ExhibitTable Reference |
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Title of Document |
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3.1 |
|
Restated Articles of Incorporation, filed as Exhibit3.1 to Form8-K dated June30, 2016 and incorporated herein by reference. |
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3.2 |
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Bylaws, filed as Exhibit3.2 to Form8-K dated June30, 2016 and incorporated herein by reference. |
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3.3 |
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Amendments effective April 17, 2020 to Bylaws of Canterbury Park Holding Corporation, filed as Exhibit 3.2 to Current Report on Form 8-K dated April 17, 2020 and incorporated herein by reference. |
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4.1 |
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Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed as Exhibit 4.1 to Form 10-K dated March 21, 2023 and incorporated herein by reference. |
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10.3 |
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Canterbury Park Holding Corporation Stock Plan,as amended through June 7, 2017,filed as Exhibit10.5 to the Form8-K dated June7, 2017 and incorporated herein by reference. |
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10.4 |
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General Credit and Security Agreement dated as of November11, 2016 between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit10.10 to 2017 Form10-K and incorporated herein by reference. |
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10.4.1 |
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Credit Amendment Agreement, dated as of September 30, 2018, between and among Canterbury Park Holding Corporation and Bremer Bank N.A, filed as Exhibit 10.1 to Form 10-Q dated November 14, 2018 and incorporated herein by reference. |
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43
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ExhibitTable Reference |
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Title of Document |
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10.4.2 |
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Third Amendment made as of September 30, 2019, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A, filed as Exhibit 10.1 to Form 8-K dated September 30, 2019 and incorporated herein by reference. |
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10.4.3 |
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Fourth Amendment made as of September 30, 2020, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated September 30, 2020 and incorporated herein by reference. |
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10.4.4 |
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Fifth Amendment made as of December 23, 2020, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated December 23, 2020 and incorporated herein by reference. |
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10.4.5 |
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Sixth Amendment made as of February 28, 2021, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated February 28, 2021 and incorporated herein by reference. |
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10.4.6 |
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Seventh Amendment Agreement effective January 31, 2024 by and among Canterbury Park Entertainment LLC, Canterbury Holding Corporation, Canterbury Park Concessions, Inc. and Bremer Bank, National Association, filed as Exhibit 10.1 to Form 8-K filed on February 2, 2024 and incorporated herein by reference. |
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10.4.7 |
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Negative Pledge Agreement effective January 31, 2024 by Canterbury Park Entertainment LLC in favor of Bremer Bank National Association, filed as Exhibit 10.2 to the Form 8-K dated February 2, 2024 and incorporated herein by reference. |
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10.5 |
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Contract for Private Redevelopment dated August 10, 2018 between the City of Shakopee, Minnesota, Economic Development Authority for the City of Shakopee, Minnesota, Canterbury Development LLC, and Canterbury Park Holding Corporation, filed as Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference. |
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10.5.1 |
|
First Amendment dated as of September 7, 2021 to the Contract for Private Redevelopment dated August 10, 2018 by and among Canterbury Park Holding Corporation, Canterbury Development LLC, the City of Shakopee, Minnesota, and the Economic Development Authority for the City of Shakopee, Minnesota, filed as Exhibit 10.1 to the Form 8-K dated January 25, 2022 and incorporated herein by reference. |
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10.6* |
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Canterbury Park Holding Corporation Annual Incentive Plan filed as Exhibit 99.1 to Form 8-K dated April 5, 2016 and incorporated herein by reference. |
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10.7* |
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Canterbury Park Holding Corporation Long TermIncentive Plan filed as Exhibit 99.2 to Form 8-K dated April 5, 2016 and incorporated herein by reference. |
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10.8 |
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Canterbury Park Holding Corporation Employee Stock Purchase Plan, as amended through March 23, 2021, incorporated by reference from Appendix A to the Company's definitive proxy statement for its 2021 Annual Meeting of Shareholders held on June 3, 2021 and incorporated herein by reference. |
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10.9* |
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Canterbury Form of Severance and Change in Control Letter Agreement by and between Canterbury Park Holding Corporation and its executive officers, filed as Exhibit 10.2 to the Current Report on Form 8-K dated March 17, 2022 and incorporated by reference herein. |
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19.1** |
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Insider Trading Policy |
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21** |
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Subsidiaries of the Registrant |
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ExhibitTable Reference |
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Title of Document |
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23.1** |
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Consent of Independent Registered Public Accounting Firm |
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24** |
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Power of Attorney, Included in Signature Page |
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31.1** |
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Certification of the Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 |
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31.2** |
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Certification of the Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 |
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32*** |
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Certification pursuant to Section906 of the Sarbanes-Oxley Act of 2002 |
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97 |
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Canterbury Park Holding Company Compensation Recoupment Policy filed as Exhibit 10.1 to Form 8-K dated October 19, 2023 and incorporated herein by reference. |
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99.1** |
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Press Release dated March 9, 2026announcing 2025Fourth Quarter andYear-End Results |
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101 |
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The following financial information from Canterbury Park Holding Corporations Annual Report on Form 10-K for the period ended December 31, 2025, formatted in eXtensible Business Reporting Language Inline XBRL; (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the years ended December 31, 2025 and December 31, 2024, (iii) Consolidated Statements of Stockholders Equity for the years ended December 31, 2025 and December 31, 2024, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024, and (v) Notes to Financial Statements. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
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* Indicates a management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
(c). No financial statement schedules are required by Item8 and Item15(c)of Form10-K.
**Item16.FORM10-K SUMMARY**
None.
45
**SIGNATURES**
Pursuant to the requirements of Section13 or 15(d)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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Dated:March 10, 2026 |
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CANTERBURY PARK HOLDING CORPORATION |
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By |
/s/ Randall D. Sampson |
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Randall D. Sampson |
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President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and the dates indicated have signed this report below.
**Power of Attorney**
Each person whose signature appears below constitutes and appoints RANDY J. DEHMER and RANDALL D. SAMPSON as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any of all amendments to this Annual Report on Form10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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Signature |
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Title |
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Date |
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/s/ Randall D. Sampson |
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Chief Executive Officer and President (principal executive officer)and Director |
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March 10, 2026 |
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Randall D. Sampson |
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/s/ Carin J. Offerman |
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Director |
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March 10, 2026 |
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Carin J. Offerman |
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/s/ Peter W. Ahn |
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Director |
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March 10, 2026 |
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Peter W. Ahn |
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/s/ Mark Chronister |
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Director |
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March 10, 2026 |
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Mark Chronister |
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/s/ Maureen H. Bausch |
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Director |
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March 10, 2026 |
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Maureen H. Bausch |
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/s/ John S. Himle |
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Director |
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March 10, 2026 |
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John S. Himle |
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/s/ Damon E. Schramm |
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Director |
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March 10, 2026 |
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Damon E. Schramm |
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/s/ Randy J. Dehmer |
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Chief Financial Officer (principal financial officer and principal accounting officer) |
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March 10, 2026 |
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Randy J. Dehmer |
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46