# Canterbury Park Holding Corp: Form 10-Q for the period ended Jun 30, 2026

- Company: [Canterbury Park Holding Corp](/companies/cphc.md) (CIK 1672909)
- Form: 10-Q
- Filed: 2026-08-12
- Accepted by EDGAR: Aug 12, 2026, 16:00 ET
- Period: 2026-06-30
- Accession: 0001437749-26-027210
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1672909/000143774926027210/cphc20260630_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1672909/000143774926027210/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-04-01 to 2026-06-30 | $16.2m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 6 months, 2026-01-01 to 2026-06-30 | $29.7m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Operating income | 3 months, 2026-04-01 to 2026-06-30 | $285.5k | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2026-01-01 to 2026-06-30 | $1.3m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-04-01 to 2026-06-30 | −$72.8k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2026-01-01 to 2026-06-30 | $107.6k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-04-01 to 2026-06-30 | −$148.1k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2026-01-01 to 2026-06-30 | $21.8k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.03 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2026-01-01 to 2026-06-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.03 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2026-01-01 to 2026-06-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-04-01 to 2026-06-30 | 5,153,952 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2026-01-01 to 2026-06-30 | 5,171,440 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2026-01-01 to 2026-06-30 | $7.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2026-01-01 to 2026-06-30 | $734.4k | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2026-06-30 | $14.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-06-30 | $29.5m | us-gaap:AssetsCurrent |
| Total assets | at 2026-06-30 | $116.9m | us-gaap:Assets |
| Current liabilities | at 2026-06-30 | $13.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-06-30 | $32.9m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-06-30 | $84.0m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 31,003 characters.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Canterbury Park Holding Corporation and its subsidiaries, our operations, our financial results and financial condition and our present business environment. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to the financial statements (the “Notes”).

### Overview:

Canterbury Park Holding Corporation (the “Company,” “we,” “our,” or “us”) conducts pari-mutuel wagering operations and hosts “unbanked” card games at its Canterbury Park Racetrack and Casino facility (the “Racetrack”) in Shakopee, Minnesota, which is approximately 20 miles southwest of downtown Minneapolis. The Racetrack is the only facility in the State of Minnesota that offers live pari-mutuel thoroughbred and quarter horse racing.

The Company’s pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack each year from May through September, and year-round wagering on races held at out-of-state racetracks that are televised simultaneously at the Racetrack (“simulcasting”). Unbanked card games, in which patrons compete against each other, are hosted in the Casino at the Racetrack. The Casino typically operates 24 hours a day, seven days a week. The Casino offers both poker and table games at up to 80 tables. The Company also derives revenues from related services and activities, such as concessions, parking, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack.

### Operations Review for the Three and Six Months Ended June 30, 2026:

### Revenues:

Total net revenues for the three months ended June 30, 2026 were $16,168,000, an increase of $502,000, or 3.2%, compared to total net revenues of $15,666,000 for the three months ended June 30, 2025. Total net revenues for the six months ended June 30, 2026 were $29,677,000, an increase of $870,000, or 3.0%, compared to total net revenues of $28,807,000 for the six months ended June 30, 2025. See below for a further discussion of our sources of revenues.

### Casino Revenue:

|  | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Poker Games Collection | $1,732,000 | $1,827,000 | $3,592,000 | $3,751,000 |
| Other Poker Revenue | 626,000 | 701,000 | 1,354,000 | 1,510,000 |
| **Total Poker Revenue** | 2,358,000 | 2,528,000 | 4,946,000 | 5,261,000 |
| Table Games Collection | 6,297,000 | 5,654,000 | 12,050,000 | 11,127,000 |
| Other Table Games Revenue | 976,000 | 1,307,000 | 1,876,000 | 2,293,000 |
| **Total Table Games Revenue** | 7,273,000 | 6,961,000 | 13,926,000 | 13,420,000 |
| **Total Casino Revenue** | $9,631,000 | $9,489,000 | $18,872,000 | $18,681,000 |

The primary source of Casino revenue is a percentage of the wagers received from players as compensation for providing the Casino facility and services, which is referred to as “collection revenue.” Other Poker Revenue and Other Table Games Revenue presented above includes fees collected for the administration of tournaments and the poker jackpot and amounts earned as reimbursement of the administrative costs of maintaining table games jackpot funds, respectively.

As indicated by the table above, total Casino revenue increased $142,000, or 1.5%, and increased $191,000, or 1.0%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increase for the three and six months ended June 30, 2026 can be primarily attributed to an increase in table games drop, due to increased visitation and spend per visit, which was somewhat offset by a lower average collection revenue rate in table games, which also resulted in a decrease in our other table games revenue.

### Pari-Mutuel Revenue:

|  | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Simulcast | $1,014,000 | $1,030,000 | $1,733,000 | $1,812,000 |
| Live Racing | 516,000 | 442,000 | 516,000 | 442,000 |
| Guest Fees | 389,000 | 398,000 | 389,000 | 398,000 |
| Other revenue | 402,000 | 393,000 | 701,000 | 690,000 |
| **Total Pari-Mutuel Revenue** | $2,321,000 | $2,263,000 | $3,339,000 | $3,342,000 |

Total pari-mutuel revenue increased $58,000, or 2.6%, and decreased $3,000, or 0.1%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increase for the three months ended June 30, 2026 can be primarily attributed to increased live race days year over year, which was somewhat offset by lower simulcast revenues which is related to less overall race days for other race tracks across the country compared to the same period in 2025.

### Food and Beverage Revenue:

Food and beverage revenue increased $405,000, or 19.6%, and increased $630,000, or 17.1%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increase for the three months ended June 30, 2026 can be primarily attributed to increased visitation related to an increase in the number of live race days compared to last year. The increase for the three and six months ended June 30, 2026 also benefit from the implementation of a new point-of-sale system that improved our speed of service, resulting in increased overall transactions.

### Other Revenue:

Other revenues, consisting of admission revenues, corporate sponsorships, space rentals, and other miscellaneous activities, decreased $103,000, or 5.6%, and increased $52,000, or 1.7%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The decrease for the three months ended June 30, 2026 is primarily due to decreased admission revenue related to reduced concert events year-over-year.

### Operating Expenses:

Total operating expenses increased $648,000, or 4.3%, and increased $610,000, or 2.2%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The following paragraphs provide further detail regarding certain operating expenses.

Purse expense increased $463,000, or 23.6%, and increased $453,000, or 14.1%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases are primarily due to the impairment charge of a receivable related to the 2024 and 2025 live race agreements. See Note 6. “Commitments and Contingencies.”

Salaries and benefits increased $64,000, or 0.9%, and decreased $186,000, or 1.4%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The slight increase for the three months ended June 30, 2026 is primarily due to annual wage increases along with the State of Minnesota annual mandated increase in the minimum wage while the decrease for the six months ended June 30, 2026 is primarily due to the continued focus on reducing labor expense and driving operational efficiencies.

Depreciation and amortization increased $33,000, or 3.3%, and increased $150,000, or 7.8%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases are primarily due to placing larger fixed assets into service related to the completion of large capital improvement projects.

Advertising and marketing decreased $151,000, or 26.6%, and decreased $194,000, or 26.0%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The decreases are primarily due to the timing of promotional events as well as reduced concert events year-over-year.

Other operating expenses increased $182,000, or 13.7%, and increased $296,000, or 11.3%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases are primarily due to higher real estate taxes and special event promoter fees.

### Other Income (Loss), Net:

Other loss, net, for the three months ended June 30, 2026 was $506,000, a decrease of $404,000, compared to other loss, net, of $910,000 for the three months ended June 30, 2025. Other loss, net, for the six months ended June 30, 2026 was $1,212,000, a decrease of $828,000, compared to other loss, net, of $2,040,000 for the six months ended June 30, 2025. The decreased losses are primarily due to increased leasing rates for our Doran Canterbury equity investments, resulting in decreased overall losses recognized. The loss on equity investments for the three and six months ended June 30, 2026 and 2025 is primarily due to non-cash expenses from depreciation and amortization.

### Income Taxes:

The Company recorded a provision for income taxes with a benefit of $73,000 and $151,000 for the three months ended June 30, 2026 and 2025, respectively. The Company recorded a provision for income taxes with an expense of $108,000 and a benefit of $332,000 for the six months ended June 30, 2026 and 2025, respectively. We record our quarterly provision for income taxes based on our estimated annual effective tax rate for the year. The income tax benefit for the three months ended June 30, 2026 decreased compared to the income tax benefit for the same period in 2025 primarily due to an increase in income before taxes from operations in the second quarter of 2026. The income tax expense for the six months ended June 30, 2026 compared to the income tax benefit for the same period in 2025 is primarily due to the increase in the relationship of non-deductible expenses and discrete items against pretax book income. Our effective tax rate was 32.9% and 83.2% for three and six months ended June 30, 2026, respectively. Our effective tax rate was 31.6% and 34.6% for three and six months ended June 30, 2025, respectively. Our effective tax rate can vary due to changes in non-deductible expenses such as lobbying fees.

### Net Income (Loss):

The Company recorded a net loss of $148,000, or $0.03 per basic and diluted share and net income of $22,000, or $0.00 per basic and diluted share, for the three and six months ended June 30, 2026, respectively. The Company recorded a net loss of $327,000, or $0.06 and $627,000, or $0.12 per basic and diluted share, for the three and six months ended June 30, 2025, respectively.

### EBITDA

To supplement our financial statements, we also provide investors with information about our EBITDA and Adjusted EBITDA, each of which is a non-GAAP measure, which excludes certain items from net income, a GAAP measure. See the table below, which presents reconciliations of these measures to the GAAP equivalent financial measures. We define EBITDA as earnings before interest, income tax expense, and depreciation and amortization. We also compute Adjusted EBITDA, which reflects additional adjustments to Net Income to eliminate unusual or non-recurring items, as well as items relating to our real estate development operations and we believe the exclusion of these items allows for better comparability of our performance between periods and is useful in allowing greater transparency related to a significant measure used by management in its financial and operational decision-making. Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, excluding the impact of our real estate segment, and provides a perspective on the current effects of operating decisions relating to our core, non-real estate business. For the three and six months ended June 30, 2026, Adjusted EBITDA excluded stock-based compensation (which includes the Company's 401(k) match in Company stock contribution), an impairment charge on receivables, gain on disposal of assets, depreciation and amortization and interest related to equity investments, including amounts attributable to underlying joint ventures reflected in equity investment earnings. For the three and six months ended June 30, 2025, Adjusted EBITDA excluded stock-based compensation (which includes the Company's 401(k) match in Company stock contribution), depreciation and amortization and interest related to equity investments, including amounts attributable to underlying joint ventures reflected in equity investment earnings. Neither EBITDA nor adjusted EBITDA is a measure of performance calculated in accordance with GAAP and should not be considered an alternative to, or more meaningful than, net income as an indicator of our operating performance. EBITDA is presented as a supplemental disclosure because we believe that, when considered with measures calculated in accordance with GAAP, EBITDA and Adjusted EBITDA provide a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes, and it is a widely used measure of performance and a basis for valuation of companies in our industry. Other companies that provide EBITDA or Adjusted EBITDA may calculate it differently than we do, so caution should be taken in comparing the Company's EBITDA and Adjusted EBITDA results to those of other companies.

The following table sets forth a reconciliation of net income, a GAAP financial measure, to EBITDA and to adjusted EBITDA (defined above) which are non-GAAP financial measures, for the three and six months ended June 30, 2026 and 2025:

### Summary of EBITDA Data

|  | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| NET (LOSS) INCOME | $(148,074) | $(327,406) | $21,803 | $(626,616) |
| Interest income, net | (542,491) | (479,380) | (1,053,855) | (922,661) |
| Income tax expense (benefit) | (72,750) | (151,000) | 107,641 | (332,000) |
| Depreciation and amortization | 1,019,275 | 986,418 | 2,068,254 | 1,917,906 |
| EBITDA | 255,960 | 28,632 | 1,143,843 | 36,629 |
| Stock-based compensation | 436,190 | 426,298 | 837,839 | 808,755 |
| Other receivables impairment | 419,493 | — | 419,493 | — |
| Gain on disposal of assets | (24,000) | — | (56,000) | — |
| Depreciation and amortization related to equity investments | 726,287 | 779,152 | 1,451,799 | 1,650,612 |
| Interest expense related to equity investments | 819,593 | 802,492 | 1,655,973 | 1,641,194 |
| ADJUSTED EBITDA | $2,633,523 | $2,036,574 | $5,452,947 | $4,137,190 |

Adjusted EBITDA increased $597,000, or 29.3%, and increased $1,316,000, or 31.8%, for the three and six months ended June 30, 2026, compared to the same periods in 2025. The increase in Adjusted EBITDA is primarily due to an overall increase in income before taxes. For the three and six months ended June 30, 2026, Adjusted EBITDA as a percentage of net revenue was 16.3% and 18.4%, respectively. For the three and six months ended June 30, 2025, Adjusted EBITDA as a percentage of net revenue was 13.0% and 14.4%, respectively.

### Contingencies:

The Company continues to analyze the feasibility of various options related to the development of our underutilized land. The Company may incur substantial costs during the feasibility and predevelopment process, but the Company believes available funds are sufficient to cover the near-term costs. See Liquidity and Capital Resources for more information on liquidity and capital resource requirements.

### Liquidity and Capital Resources:

The Company's primary source of liquidity and capital resources have been and are expected to be cash flow from operations and cash available under our revolving line of credit. The Company has a line of credit and security agreement with a financial institution. The agreement was amended as of February 28, 2021 to extend the maturity date to January 31, 2024 and increase its revolving credit line up to $10,000,000. The line of credit was collateralized by all receivables, inventory, equipment, and general intangibles of the Company, as well as a mortgage on certain real property. The credit agreement contains covenants requiring the Company to maintain certain financial ratios. The general credit and security agreement was further amended as of January 31, 2024 to extend the maturity date to January 31, 2027 and reduce the maximum borrowing under the line of credit to $5,000,000. In connection with the amendment, the financial institution terminated a mortgage to release certain Company real property as collateral and the parties entered into a negative pledge agreement under which the Company agreed not to create any liens or encumbrances on certain Company real property. As of June 30, 2026, the outstanding balance on the line of credit was $0. As of June 30, 2026, the Company was in compliance with the financial covenants of the credit and security agreement.

The Company’s cash, cash equivalents, and restricted cash balance at June 30, 2026 was $19,450,000 compared to $15,824,000 as of December 31, 2025. The Company expects to spend the remaining $1,198,000 in tax increment financing over the next nine months for the completion of the private redevelopment plan. The Company believes that unrestricted funds available in its cash accounts, short-term investments, amounts available under its revolving line of credit, along with funds generated from operations and potential future land sales, will be sufficient to satisfy its ongoing liquidity and capital resource requirements for regular operations, as well as these planned development expenses for at least the next twelve months. Furthermore, if the Company engages in additional significant real estate development, significant improvements to its facilities, the Racetrack or surrounding grounds, or strategic growth or diversification transactions, additional financing would more than likely be required and the Company may seek this additional financing through joint venture arrangements, through incurring debt, or through an equity financing, or a combination of any of these.

#### Operating Activities

Trends in our operating cash flows tend to follow trends in operating income but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds. Net cash provided by operating activities for the six months ended June 30, 2026 was $7,488,000, primarily as a result of the following: the Company reported net income of $22,000, depreciation and amortization of $2,068,000, a loss from equity investment of $2,266,000, stock-based compensation and 401(k) match totaling $838,000, and a decrease in other long-term receivables related to an impairment charge related to the 2024 and 2025 live racing agreements. For the six months ended June 30, 2026, the Company also experienced increases in payable to horsepersons and accounts payable, net of land, buildings, and equipment funded through accounts payable of $1,436,000 and $1,163,000, respectively, primarily due to the timing of our live racing season. This was partially offset by an increase in accounts receivable of $756,000, also due to the timing of our live racing season, and an increase in TIF receivable of $483,000, related to the interest accrued, for the six months ended June 30, 2026.

Net cash provided by operating activities for the six months ended June 30, 2025 was $7,756,000, primarily as a result of the following: the Company reported a net loss of $627,000, depreciation and amortization of $1,918,000, a loss from equity investment of $2,963,000, and stock-based compensation and 401(k) match totaling $809,000. For the six months ended June 30, 2025, the Company also experienced an increase in payable to horsepersons of $2,396,000 and an increase in deferred revenue of $781,000, both primarily due to the timing of our live racing season. This was offset by an increase in accounts receivable of $527,000, also due to the timing of our live racing season, and an increase in TIF receivable of $434,000, related to the interest accrued, for the six months ended June 30, 2025.

#### Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 was $3,132,000, primarily due to an equity investment contribution of $1,471,000 to our Doran II joint venture related to their refinancing, additions to land, buildings, and equipment of $1,315,000, primarily related to information technology and casino equipment, an increase in TIF eligible improvements of $89,000, which is associated with the redevelopment plan, an increase in related party receivable of $388,000, primarily due to additional interest accrued related to our member loans, and purchases of short-term investments of $5,250,000. This was partially offset by proceeds from the sale of short-term investments of $5,250,000 during the six months ended June 30, 2026.

Net cash used in investing activities for the six months ended June 30, 2025 was $2,377,000, primarily due to additions to land, buildings, and equipment of $2,032,000 and an increase in TIF eligible improvements of $486,000, both of which are associated with the redevelopment plan, an increase in related party receivable of $396,000, primarily due to additional member loans and interest related to the member loans, and purchases of short-term investments of $4,500,000. This was partially offset by proceeds from the sale of short-term investments of $5,000,000 during the six months ended June 30, 2025.

#### Financing Activities

Net cash used in financing activities for the six months ended June 30, 2026 was $730,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards. The Company declared and paid a cash dividend of $0.14 per share payable during the six months ended June 30, 2026.

Net cash used in financing activities for the six months ended June 30, 2025 was $683,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards. The Company declared and paid a cash dividend of $0.14 per share payable during the six months ended June 30, 2025.

### Critical Accounting Estimates:

The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires us to make estimates and judgments that are subject to an inherent degree of uncertainty. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.

These accounting estimates are described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Management made no changes to the Company’s critical accounting estimates during the six months ended June 30, 2026. In applying its critical accounting estimates, management reassesses its estimates each reporting period based on available information. Other than the impairment of other long-term receivables discussed in Note 6 of Notes to Financial Statements, changes in these estimates did not have a significant impact on earnings for the six months ended June 30, 2026.

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

### Estimate of the allowance for credit losses - Property Tax Increment Financing "TIF" Receivable

As of June 30, 2026, the Company recorded a TIF receivable on its Consolidated Balance Sheet of approximately $20,558,000, which represents $16,394,000 of principal and $4,164,000 of interest. The TIF receivable requires significant management estimates and judgement pertaining to whether an allowance for doubtful accounts is necessary. The TIF receivable was generated in connection with the Contract for Private Redevelopment, in which the City of Shakopee has agreed that a portion of the future tax increment revenue generated from the developed property around the Racetrack will be paid to the Company to reimburse it for expenses in constructing public infrastructure improvements. For the year ended 2025, the Company received its first payment from the City of Shakopee totaling $582,000 related to this receivable. There were no payments received during the three and six month periods ended June 30, 2026.

The Company typically performs an annual collectability analysis of the TIF receivable in the fourth quarter of each year, or more frequently if indicators of the receivable to be potentially uncollectable exist. The quantitative analysis includes assumptions based on the market values of the completed development projects within Canterbury Commons, which derives the future projected tax increment revenue. The Company uses the analysis to determine if expected future tax increment revenue will exceed the Company's development costs on infrastructure improvements. As a result of our analysis as well as initial payments received in 2025 with additional payments expected to be received in 2026 from the City of Shakopee, as of June 30, 2026, management believes the TIF receivable will be fully collectible and no allowance related to this receivable is necessary.

### Redevelopment Agreement:

As mentioned above in Note 7 of Notes to Financial Statements, on August 10, 2018, the City of Shakopee, the City of Shakopee Economic Development Authority, and the Company entered into a Redevelopment Agreement in connection with a Tax Increment Financing District (“TIF District”) that the City had approved in April 2018. Under the Redevelopment Agreement, the Company has agreed to undertake a number of specific infrastructure improvements within the TIF District, including the development of public streets, utilities, sidewalks, and other public infrastructure and the City of Shakopee agreed that a portion of the tax revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing these improvements. The Company expects to finance its improvements under the Redevelopment Agreement with funds from its current operating resources and existing credit facility and, potentially, third-party financing sources.

On January 25, 2022, the Company received the fully executed First Amendment to the Contract for Private Redevelopment among the Company, the City of Shakopee, and the Shakopee EDA, which is effective as of September 7, 2021. Under the First Amendment and as part of the authorized changes regarding the responsibilities of the Company and the City, improvements on Unbridled Avenue will be primarily constructed by the City of Shakopee. As a result, the total estimated cost of TIF eligible improvements to be borne by the Company was reduced by $5,744,000 to an amount not to exceed $17,592,881.

### Forward-Looking Statements:

From time-to-time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, prospective business activities or plans that are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to:

- We may not be successful at implementing our growth strategy.
- Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside of our control.
- We have experienced a decrease in revenue and profitability from live racing.
- We may not be able to attract a sufficient number of horses and trainers to achieve above average field sizes.
- We face significant competition, both directly from other racing and gaming operations and indirectly from other forms of entertainment and leisure time activities, which could have a material adverse effect on our operations.
- Nationally, the popularity of horse racing has declined.
- A lack of confidence in the integrity of our core businesses could affect our ability to retain our customers and engage with new customers.
- Horse racing is an inherently dangerous sport and our racetrack is subject to personal injury litigation.
- Our business depends on using totalizator services.
- Inclement weather and other conditions may affect our ability to conduct live racing.
- We are subject to changes in the laws that govern our business, including the possibility of an increase in gaming taxes, which would increase our costs, and changes in other laws may adversely affect our ability to compete.
- We are subject to extensive regulation from gaming authorities that could adversely affect us.
- We rely on the efforts of our partner Doran for the development and profitable operation of our Triple Crown Residences at Canterbury Park joint venture.
- We rely on the efforts of our partner Greystone Construction for a new development project.
- We may not be successful in executing our real estate development strategy.
- We are obligated to make improvements in the TIF district and will be reimbursed only to the extent of future tax revenue.
- We face competition from other real estate developers.
- We may be adversely affected by the effects of inflation
- Our success may be affected if we are not able to attract, develop and retain qualified personnel.
- The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties.
- Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.
- We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business.

## Controls and procedures

As filed, 871 characters.

(a) Evaluation of Disclosure Controls and Procedures:

The Company’s President and Chief Executive Officer, Randall D. Sampson, and Chief Financial Officer, Randy J. Dehmer, have reviewed the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon this review, these officers have concluded that the Company’s disclosure controls and procedures are effective.

(b) Changes in Internal Control over Financial Reporting:

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### PART II

### OTHER INFORMATION

## Risk factors

As filed, 259 characters.

The most significant risk factors applicable to the Company are described in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes from the risk factors previously disclosed.

Filed Aug 12, 2026.
Source: SEC EDGAR, the filing index for accession 0001437749-26-027210. Last ingested by Listed: Oct 24, 2026, 15:07 ET. No prices; not investment advice.