# Canterbury Park Holding Corp: Form 10-Q for the period ended Sep 30, 2019

- Company: [Canterbury Park Holding Corp](/companies/cphc.md) (CIK 1672909)
- Form: 10-Q
- Filed: 2019-11-13
- Accepted by EDGAR: Nov 13, 2019, 19:10 ET
- Period: 2019-09-30
- Accession: 0001672909-19-000035
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1672909/000167290919000035/cphc-20190930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1672909/000167290919000035/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2019-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 9 months, 2019-01-01 to 2019-09-30 | $46.6m | us-gaap:Revenues |
| Operating income | 3 months, 2019-07-01 to 2019-09-30 | $1.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2019-01-01 to 2019-09-30 | $2.8m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2019-07-01 to 2019-09-30 | $418.9k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2019-01-01 to 2019-09-30 | $795.2k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2019-07-01 to 2019-09-30 | $1.2m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2019-01-01 to 2019-09-30 | $2.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2019-07-01 to 2019-09-30 | $0.25 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2019-01-01 to 2019-09-30 | $0.47 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2019-07-01 to 2019-09-30 | $0.25 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2019-01-01 to 2019-09-30 | $0.47 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2019-07-01 to 2019-09-30 | 4,608,987 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2019-01-01 to 2019-09-30 | 4,596,314 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2019-01-01 to 2019-09-30 | $3.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2019-01-01 to 2019-09-30 | $958.3k | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2019-09-30 | $1.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2019-09-30 | $7.1m | us-gaap:AssetsCurrent |
| Total assets | at 2019-09-30 | $65.8m | us-gaap:Assets |
| Current liabilities | at 2019-09-30 | $12.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2019-09-30 | $16.9m | us-gaap:Liabilities |
| Shareholders' equity | at 2019-09-30 | $48.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 28,754 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, 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 Card Casino facility (the “Racetrack”) in Shakopee, Minnesota, which is approximately 25 miles southwest of downtown Minneapolis. The Racetrack is the only facility in the State of Minnesota that offers live pari-mutuel thoroughbred and quarter horse racing.

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

### Operations Review for the Three and Nine Months Ended September 30, 2019:

### EBITDA

EBITDA represents earnings before interest, income tax expense, and 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. EBITDA is presented as a supplemental disclosure because it is a widely used measure of performance and a basis for valuation of companies in our industry. Moreover, other companies that provide EBITDA information may calculate EBITDA differently than we do. Adjusted EBITDA reflects additional adjustments to net income to eliminate unusual items. For the three and nine months ended September 30, 2019, adjusted EBITDA excluded the loss on disposal of assets and gain on insurance recoveries.

The following table sets forth a reconciliation of net income, a GAAP financial measure, to EBITDA and to adjusted EBITDA (defined above) which are non-GAAP financial measures, for the three and nine months ended September 30, 2019 and 2018:

### Summary of EBITDA Data

|  | Three Months Ended September 30, 2019 | 2018 | Nine Months Ended September 30, 2019 | 2018 |
| --- | ---: | ---: | ---: | ---: |
| NET INCOME | $1,150,485 | $1,632,845 | $2,164,832 | $3,347,890 |
| Interest income, net | (96,065) | (8,567) | (204,623) | (26,023) |
| Income tax (benefit) expense | 418,942 | 407,367 | 795,164 | 1,066,000 |
| Depreciation | 785,327 | 659,498 | 1,987,067 | 1,895,723 |
| EBITDA | 2,258,689 | 2,691,143 | 4,742,440 | 6,283,590 |
| Gain on insurance recoveries | — | — | (198,874) | (21,064) |
| Loss on disposal of assets | 6,376 | — | 114,413 | 99,934 |
| ADJUSTED EBITDA | $2,265,065 | $2,691,143 | $4,657,979 | $6,362,460 |

Adjusted EBITDA decreased $426,000 or 15.8% and decreased as a percentage of net revenues to 12.2% from 14.6% for the three months ended September 30, 2019 as compared to the same period in 2018. Adjusted EBITDA decreased $1,704,000 or 26.8% and decreased as a percentage of net revenues to 10.0% from 13.5% for the nine months ended September 30, 2019 as compared to the same period in 2018. The decreases are primarily due to increased operating expenses compared to the same periods in 2018.

### Revenues:

Total net revenues for the three months ended September 30, 2019 were $18,601,000, an increase of $230,000, or 1.3%, compared to total net revenues of $18,371,000 for the three months ended September 30, 2018. This increase primarily consists of increases in food and beverage and other revenue of 17.9% and 4.1%, respectively, slightly offset by a decrease in pari-mutuel revenue of 9.5%. Total net revenues for the nine months ended September 30, 2019 were $46,625,000, a decrease of $479,000, or 1.0%, compared to net revenues of $47,103,000 for the nine months ended September 30, 2018. This decrease primarily consists of decreases in pari-mutuel and other revenue of 8.0% and 8.4%, respectively, partially offset by an increase in food and beverage revenues of 11.1%. See below for a further discussion of our sources of revenues.

### Pari-Mutuel Data Revenue:

|  | Three Months Ended September 30, 2019 | 2018 | Nine Months Ended September 30, 2019 | 2018 |
| --- | ---: | ---: | ---: | ---: |
| Simulcast | $1,257,000 | $1,420,000 | $4,108,000 | $4,473,000 |
| Live racing | 1,239,000 | 1,353,000 | 2,151,000 | 2,295,000 |
| Guest fees | 785,000 | 926,000 | 1,203,000 | 1,483,000 |
| Other revenue | 298,000 | 257,000 | 816,000 | 750,000 |
| **Total Pari-Mutuel Revenue** | $3,579,000 | 3,956,000 | $8,278,000 | $9,001,000 |
| **Racing Days** |  |  |  |  |
| Simulcast only racing days | 55 | 51 | 207 | 204 |
| Live and simulcast racing days | 37 | 41 | 66 | 69 |
| **Total Number of Racing Days** | 92 | 92 | 273 | 273 |

18

Total pari-mutuel revenue decreased $377,000, or 9.5%, for the three months ended September 30, 2019 compared to the same period in 2018. The decrease is partially due to a reduction in the volume of simulcast wagering. Additionally, guest fees and live racing revenue also decreased as a result of four fewer live racing days compared to the 2018 third quarter. Pari-mutuel revenue decreased $724,000, or 8.0%, for the nine months ended September 30, 2019 compared to the same period in 2018. The decrease is partially due to decreased simulcast wagering as a result of the temporary shutdown during the 2019 second quarter of Santa Anita, one of the most popular horse tracks in the country in terms of simulcast wagering. Guest fees also decreased primarily due to the temporary loss of a high-volume wagering company due to a contractual dispute between Churchill Downs, the Company’s content provider, and Monarch Content Management. However, this dispute was substantially resolved during the 2019 third quarter. Live racing revenue also decreased due to three less live racing days in 2019 compared to 2018.

### Card Casino Revenue:

|  | Three Months Ended September 30, 2019 | 2018 | Nine Months Ended September 30, 2019 | 2018 |
| --- | ---: | ---: | ---: | ---: |
| Poker Games | $1,789,000 | $1,955,000 | $5,542,000 | $6,187,000 |
| Table Games | 5,821,000 | 5,990,000 | 17,212,000 | 16,996,000 |
| Total Collection Revenue | 7,610,000 | 7,945,000 | 22,754,000 | 23,183,000 |
| Other Revenue | 950,000 | 694,000 | 2,597,000 | 2,214,000 |
| Total Card Casino Revenue | $8,560,000 | $8,639,000 | $25,351,000 | $25,397,000 |

The primary source of Card Casino revenue is a percentage of the wagers received from players as compensation for providing the Card Casino facility and services, which is referred to as “collection revenue.” Other Revenue presented above includes fees collected for the administration of tournaments, amounts earned as reimbursement of the administrative costs of maintaining jackpot funds, and amounts related to the outstanding chip liability that we expect will not be redeemed in the future.

As indicated by the table above, total Card Casino revenue decreased $79,000, or 0.9%, and $46,000, or 0.2%, for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018.

### Food and Beverage Revenue:

Food and beverage revenue increased $582,000, or 17.9%, and $775,000, or 11.1%, for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The increases are primarily attributable to hosting a three-day music festival in the 2019 third quarter, as well as the opening of the Trifecta Café and remodeled Card Casino in March 2019. This was slightly offset by a reduction in live racing days in 2019 compared to 2018.

### Other Revenue:

Other revenue increased $104,000, or 4.1%, for the three months ended September 30, 2019 compared to the same period in 2018. The increase is primarily due to hosting a three-day music festival in the 2019 third quarter. Other revenue decreased $484,000, or 8.4%, for the nine months ended September 30, 2019 compared to the same period in 2018. The decrease is primarily due to a short-term customer rental agreement in the first quarter of 2018, related to the Super Bowl held in Minneapolis, as well as decreased advertising revenue payments for RiverSouth, an area wide marketing initiative. A portion of these advertising revenue payments were reimbursed costs based on the terms of the CMA agreement and are included as an expense in our Consolidated Statement of Operations.

### Operating Expenses:

Total operating expenses increased $788,000, or 4.8%, and $1,154,000, or 2.7%, for the three and nine months ended September 30, 2019 compared to the same periods in 2018. The following paragraphs provide further detail regarding certain operating expenses.

Purse expense decreased $254,000, or 10.9%, and $246,000, or 4.3% for the three and nine months ended September 30, 2019 compared to the same periods in 2018. The decreases are due to lower pari-mutuel revenues, as well as a change in the purse payment structure related to changes in our horsemen contract effective January 1, 2019. This purse expense decrease was primarily a timing difference that resulted in higher purse expense in the 2019 first quarter.

Salaries and benefits increased $542,000, or 8.2%, and $1,028,000, or 5.5%, for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The increases are primarily due to labor costs associated with the State of Minnesota’s mandated increase of $0.21 in the minimum wage effective January 1, 2019 and increases relating to the Card Casino construction in January and February and re-opening in March 2019. Furthermore, the Company added several new exempt level positions to support its growth initiatives, primarily in food and beverage.

Cost of food and beverage sales increased $250,000, or 18.9%, and $388,000, or 12.9% for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The increases are primarily due to higher food and beverage revenues.

Advertising and marketing decreased $87,000, or 8.4%, and $379,000, or 16.7%, for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The decreases are primarily due to decreased expenditures related to RiverSouth.

Professional and contracted services increased $99,000, or 5.9%, and $383,000, or 10.4%, for the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018. The increases are due to professional fees for its development initiatives, legal and consulting costs, as well as increased contracted services for the three-day music festival held in July 2019.

During the nine months ended September 30, 2019, the Company recorded a loss on disposal of assets totaling $115,000. This primarily related to a write-off of assets disposed of in remodeling our Card Casino. Also, during the same period, the Company recorded a gain on insurance recoveries of $199,000 as a result of insurance proceeds related to flood damage incurred at the Racetrack.

Net income for the three months ended September 30, 2019 and 2018 was $1,150,000 and $1,633,000, respectively. Net income for the nine months ended September 30, 2019 and 2018 was $2,165,000 and $3,348,000, respectively.

### Contingencies:

The Company entered into a Cooperative Marketing Agreement (the “CMA”) with the Shakopee Mdewakanton Sioux Community, which became effective on September 4, 2012, and was amended in January 2015, 2016, 2017, and 2018, and will expire December 31, 2022. The CMA contains specific covenants that, if breached, would trigger an obligation to repay a specified amount related to these covenants. At this time, management believes that the likelihood that the breach of a covenant would occur and that the Company would be required to pay the specified amount related to a covenant is remote.

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 has a general credit and security agreement with a financial institution, which provides a revolving credit line up to $8,000,000 and allows for letters of credit in the aggregate amount of up to $2,000,000 to be issued under the credit agreement. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. This agreement was amended as of September 30, 2019 to extend the maturity date to September 30, 2020. As of September 30, 2019, the outstanding balance on the line of credit was $1,671,990.

The Company’s cash, cash equivalents, and restricted cash balance at September 30, 2019 was $4,320,000 compared to $11,204,000 as of December 31, 2018. The Company believes that unrestricted funds available in its cash accounts, amounts available under its revolving line of credit, along with funds generated from operations, will be sufficient to satisfy its liquidity and capital resource requirements for regular operations, as well as its planned development expenses during 2019. However, if the Company engages in any additional significant real estate development, additional financing would more than likely be required.

#### Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2019 was $3,947,000 primarily as a result of the following: The Company reported net income of $2,165,000, which included a loss on disposal of assets of $114,000. Cash from operating activities was increased by noncash charges from depreciation of $1,987,000 and stock-based compensation and 401(k) match totaling $771,000. The Company also experienced an increase in deferred revenue of $653,000 and card casino accruals of $449,000, slightly offset by an increase in an amount due from Minnesota horsemen associations of $1,094,000 and accrued wages and payroll taxes of $753,000.

Net cash provided by operating activities for the nine months ended September 30, 2018 was $4,276,000, due in part to net income of $3,348,000, depreciation of $1,895,723, and stock-based compensation and 401(k) match totaling $671,000. The Company also experienced an increase in accounts payable of $233,000 and deferred revenue of $380,000. This was partially offset by a decrease in card casino accruals of $1,100,000 and accrued wages and payroll taxes of $944,000.

#### Investing Activities

Net cash used in investing activities for the first nine months of 2019 was $11,717,000, primarily for additions to land, buildings, and equipment, including additions related to the Card Casino remodel and roadwork costs related to our development activities. This was partially offset by a decrease in notes receivable of $998,000.

Net cash used in investing activities for the first nine months of 2018 was $2,510,000, primarily for additions to land, buildings, and equipment. This was partially offset by a decrease in notes receivable of $1,038,000.

#### Financing Activities

Net cash provided by financing activities during the first nine months of 2019 was $886,000, relating primarily to borrowings on the line of credit and proceeds from purchases of stock through the Employee Stock Purchase Plan and the exercise of stock options, partially offset by cash dividends paid to shareholders.

Net cash used in financing activities during the first nine months of 2018 was $288,000.

### Critical Accounting Policies and Estimates:

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time the consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are included in Note 2 to our consolidated financial statements in our 2018 Annual Report on Form 10‑K. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

*Property and Equipment* - We have significant capital invested in our property and equipment, which represents 65.4% of our total assets at September 30, 2019. We use our judgment in various ways including: determining whether an expenditure is considered a maintenance expense or a capital asset; determining the estimated useful lives of assets; and determining if or when an asset has been impaired or has been disposed. Management periodically reviews the carrying value of property and equipment for potential impairment by comparing the carrying value of these assets with their related expected undiscounted future net cash flows. If the sum of the related expected future net cash flows is less than the carrying value, management would determine how much of an impairment loss would be measured by the amount by which the carrying value of the asset exceeds the fair value of the asset. We have determined that no impairment of these assets exists at September 30, 2019.

*Stock-Based Compensation –* Accounting guidance requires measurement of services provided in exchange for a share-based payment based on the grant date fair market value. We use our judgment in determining the assumptions used to determine the fair value of equity instruments granted using a Black-Scholes model. The Company also grants Long Term Incentive Awards under the Long Term Incentive Plan (the “LTI Plan”) under which Company executive officers and other senior executives have the opportunity to receive a payout of shares of the Company’s common stock at the end of a three-year period. Management must make a number of assumptions to estimate future results to determine the compensation expense of the LTI Plan.

### Commitments and Contractual Obligations:

The Company entered into the CMA with the SMSC on September 4, 2012, that was amended in January 2015, 2016, 2017, and 2018 and expires December 31, 2022. See “Cooperative Marketing Agreement” below.

### Legislation:

#### Minimum Wage Legislation

In 2014, Minnesota legislation enacted into law an increase in the minimum wage that must be paid to most Company employees. Beginning January 1, 2018, the minimum wage was set to increase at the beginning of each year by the rate of inflation with a maximum increase of up to 2.5% per year. The minimum wage for 2019 is $9.86 per hour. Prior to August 1, 2014, the Company employed a large number of individuals who received an hourly wage equal to or slightly above $7.25 per hour. As a result, this legislation had an adverse financial impact on the Company in 2014 through 2018, and will continue to have an adverse impact on the Company. We have implemented measures to partially mitigate the impact of this increase by raising our prices and reducing our employee count. These measures could themselves have an adverse effect because higher prices and diminished service levels may discourage customers from visiting the Racetrack.

### Cooperative Marketing Agreement:

On September 4, 2012, the Company entered into the CMA with the SMSC. The primary purpose of the CMA is to increase purses paid during live horse racing at Canterbury Park’s Racetrack in order to strengthen Minnesota’s thoroughbred and quarter horse industry. Under the CMA, as amended, this is achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments have no direct impact on the Company’s consolidated financial statements or operations.

Under the terms of the CMA, as amended, the SMSC paid the horsemen $7.4 million during the first nine months of 2019 and 2018, primarily for purse enhancements for the live race meets in the respective years.

Under the CMA, as amended, SMSC also agreed to make “Marketing Payments” to the Company relating to joint marketing efforts for the mutual benefit of the Company and SMSC, including signage, joint promotions, player benefits and events. The SMSC paid the Company $1,620,000 for marketing purposes during each of the nine month periods ended September 30, 2019 and 2018.

In each of the respective first quarters of January 2015, 2016, 2017, and 2018, the CMA was amended to adjust the payment amounts between the “Purse Enhancement Payments to Horsemen” and “Marketing Payments to Canterbury Park.” SMSC is currently obligated to make the following purse enhancement and marketing payments for 2020 through 2022:

| Year | Purse Enhancement Payments to Horsemen (1) | Marketing Payments to Canterbury Park |
| --- | ---: | ---: |
| 2020 | 7,380,000 | 1,620,000 |
| 2021 | 7,380,000 | 1,620,000 |
| 2022 | 7,380,000 | 1,620,000 |

**1** Includes $100,000 each year payable to various horsemen associations

The amounts earned from the marketing payments are recorded as a component of other revenue and the related expenses are recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and nine months ended September 30, 2019, the Company recorded $569,000 and $1,031,000 in other revenue, respectively, incurred $512,000 and $861,000 in advertising and marketing expense, respectively, and incurred $57,000 and $170,000 in depreciation, respectively, related to the SMSC marketing funds. For the three and nine months ended September 30, 2018, the Company recorded $491,000 and $1,169,000 in other revenue and incurred $434,000 and $999,000 in advertising and marketing expense and $57,000 and $170,000 in depreciation related to the SMSC marketing funds.

Under the CMA, the Company has agreed for the 10‑year term of the CMA expiring December 31, 2022 that it will not promote or lobby the Minnesota legislature for expanded gambling authority and will support the SMSC’s lobbying efforts against expanding gambling authority.

### Redevelopment Agreement:

As mentioned above in note 10 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.

### 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:

material fluctuations in attendance at the Racetrack;

decline in interest in wagering on horse races at the Racetrack, at other tracks, or on unbanked card games offered at the Card Casino;

competition from other venues offering unbanked card games or other forms of wagering;

greater-than-anticipated expenses or a lower-than-anticipated return on the development of our underutilized land, including our joint venture to develop a luxury apartment complex;

competition from other sports and entertainment options;

increases in compensation and employee benefit costs;

increases in the percentage of revenues allocated for purse fund payments;

higher-than-expected expenses related to new marketing initiatives;

the impact of wagering products and technologies introduced by competitors;

legislative and regulatory decisions and changes, including decision or actions related to sports betting that would adversely affect our betting environment;

any legal, judicial, legislative or regulatory action or event that would adversely affect our ten-year Cooperative Marketing Agreement with the Shakopee Mdewakanton Sioux Community, which enhances the purses for daily racing at Canterbury Park and supports cooperative marketing programs for the two organizations, benefiting the stability and quality of live horse racing;

the fact that under the Redevelopment Agreement with the City of Shakopee, the Company has agreed to undertake a number of specific infrastructure improvements within the TIF District, and the amounts that Canterbury Park will be paid as reimbursement under the TIF program for these improvements is not guaranteed, but will depend in part on future tax revenues generated from the developed property;

- the success of the Company’s Canterbury Commons real estate development, including our reliance upon our joint venture partner Doran Companies to construct and profitably operate the upscale apartment complex;
- the fact that 2019 first quarter construction activity in our Card Casino resulted in a decline in Card Casino revenues and any future construction activity may result in similar decline;
- the fact the infrastructure improvements that we are making pursuant to the Redevelopment Agreement with the City of Shakopee together with improvements we are making to our parking facilities may disrupt traffic flow in a manner that discourages our customers from visiting our facilities, thereby affecting our revenue and profitability;
- our ability to develop and maintain high-quality food and beverage offerings that we can market and sell to our Racetrack and Card Casino patrons, as well as future residents of the new Triple Crown Apartments at Canterbury that are being developed by the Doran–Canterbury joint ventures;

the general health of the gaming sector; and

other factors that are beyond our ability to control or predict.

## Controls and procedures

As filed, 1,416 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 to ensure that information required to be disclosed in the reports that the Company files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that the disclosure controls are also effective to ensure that information required to be disclosed in the Company’s Exchange Act reports is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting:

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### PART II

### OTHER INFORMATION

Filed Nov 13, 2019.
Source: SEC EDGAR, the filing index for accession 0001672909-19-000035. Last ingested by Listed: Oct 24, 2026, 15:07 ET. No prices; not investment advice.