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What changed in Canterbury Park Holding Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Canterbury Park Holding Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+140 added−141 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-11)

Top changes in Canterbury Park Holding Corp's 2025 10-K

140 paragraphs added · 141 removed · 126 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

37 edited+3 added−2 removed108 unchanged
Biggest changeLegislation became effective November 1, 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 a percentage of all simulcast horse racing wagers made by Minnesota residents over the internet on out-of-state races.
Biggest changeIn recent years, this form of wagering has become increasingly prevalent, as evidenced by the growth of sweepstakes websites and predictive market wagering. Legislation became effective November 1, 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.
To support its Casino, pari-mutuel horse racing, and catering and events businesses, the Company conducts year-round marketing efforts to maintain the loyalty of existing customers and attract new players to the property. The Company uses radio, television, digital advertising, social media, print advertising, and direct marketing to communicate to its audiences.
To support its Casino, pari-mutuel horse racing, and catering and events businesses, the Company conducts year-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.
We also derive revenues from related services and activities, such as food and beverage, parking, 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”).
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”).
The most recent survey was conducted in 2024 and reflected an engagement level among our team members that exceeded the average engagement levels of benchmarked companies. Health and Safety During 2024, we continued to focus significant attention to enhancing health and safety protocols.
The most recent survey was conducted in 2024 and reflected an engagement level among our team members that exceeded the average engagement levels of benchmarked companies. Health and Safety During 2025, we continued to focus significant attention to enhancing health and safety protocols.
The following is a summary of our real estate development projects within Canterbury Commons as of December 31, 2024 : ● 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.
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.
The land was used for the development of a new, 10,000 square foot commercial building that is occupied by a local pizza restaurant, BBQ restaurant, and fitness center, all of which are in operation as of February 2025. 5 ○ During the third quarter of 2024, Canterbury DBSV transferred approximately1.5 acres of land as an equity contribution into another joint venture, called High Stakes, LLC, a Minnesota limited liability company.
The land was used for the development of a new, 10,000 square foot commercial building that is occupied by a local pizza restaurant, BBQ restaurant, and fitness center, all of which are in operation as of February 2025. 5 ○ During the third quarter of 2024, Canterbury DBSV transferred approximately 1.5 acres of land as an equity contribution into another joint venture, called High Stakes, LLC, a Minnesota limited liability company.
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 include an additional 305 residential units, and the Company entered into a second joint venture with Doran called Doran Canterbury II, LLC.
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 305 residential units, and the Company entered into a second joint venture with Doran called Doran Canterbury II, LLC.
As of December 31, 2024 , Canterbury Development has contributed approximately 40 acres of land to four, separate joint ventures described below. In addition, we have sold several parcels of land, totaling approximately 50 acres, to third parties that have and will develop the property as described below.
As of December 31, 2025 , Canterbury Development has contributed approximately 40 acres of land to four, separate joint ventures described below. In addition, we have sold several parcels of land, totaling approximately 50 acres, to third parties that have and will develop the property as described below.
We own approximately 260 acres of land as of December 31, 2024 , 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.
We own approximately 260 acres 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.
The closing of phase two of the Pulte transaction and the sale of the remaining 4.2 acres occurred in June 2022. ○ Development approvals by Pulte on 109 new for sale row homes and townhome residences at Canterbury Commons was completed in late 2020.
The closing of phase two of the Pulte transaction and the sale of the remaining 4.2 acres occurred in June 2022. ○ Development approvals by Pulte on 110 new for sale row homes and townhome residences at Canterbury Commons was completed in late 2020.
In addition to its regular advertising and communication program, the Company conducts numerous special promotions, handicapping contests, and poker tournaments to attract incremental visits. The Company also uses a player rewards and database marketing program to enhance the loyalty of its guests.
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 a player rewards and database marketing program to enhance the loyalty of its guests.
Table games, including Blackjack, Mississippi Stud, Fortune Pai Gow, Three Card Poker, Four Card Poker, Ultimate Texas Hold ‘Em, EZ Baccarat, 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.
Table games, including Blackjack, Mississippi Stud, Fortune Pai Gow, Three Card Poker, Four Card Poker, Ultimate Texas Hold ‘Em, Five Treasures Baccarat, 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.
In 2024, 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.
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.
The land was used for the development of a 147-unit senior living community with initial occupancy beginning during the fourth quarter of 2023. ○ During the fourth quarter of 2022, Canterbury DBSV transferred approximtely1.5 acres of land as an equity contribution into another joint venture, called SW Gateway, LLC, a Minnesota limited liability company.
The land was used for the development of a 147-unit senior living community with initial occupancy beginning during the fourth quarter of 2023. ○ During the fourth quarter of 2022, Canterbury DBSV transferred approximately 1.5 acres of land as an equity contribution into another joint venture, called SW Gateway, LLC, a Minnesota limited liability company.
The ADW source market revenue to the Company totaled approximately $1,288,000 and $1,331,000 for the fiscal years ended December 31, 2024 and 2023 , respectively. As part of the agreement, 50% of source market fees is allocated to purse accounts and the MBF.
The ADW source market revenue to the Company totaled approximately $1,326,000 and $1,288,000 for the fiscal years 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.
For fiscal years ended December 31, 2024 and 2023 , the Company paid $555,000 and $497,000, 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.
For fiscal years 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 fiscal years ended December 31, 2024 and 2023 , the Company paid $356,000 and $297,000, respectively, to the MRC as reimbursement for costs of regulating Casino operations.
The law requires that the Company reimburse the MRC for its actual costs, including personnel costs, of regulating the Casino. For fiscal years 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.
The food and beverage operations also include our catering and events operations. We have one of the largest event spaces in the Twin Cities with more than 100,000 square feet of available space. Our facilities provide a variety of purposes for year-round events and other activities.
We have one of the largest event spaces in the Twin Cities with more than 100,000 square feet of available space. Our facilities provide a variety of purposes for year-round events and other activities.
Live Racing For the years ended December 31, 2024 and 2023 , the Racetrack hos ted 54 and 53 d ays of live racing, respectively, beginning in May and concluding in September. In 2024, the Company had one day of live racing shortened due to inclement weather.
Live Racing For the years ended December 31, 2025 and 2024 , the Racetrack hos ted 50 and 53 d ays of live racing, respectively, beginning in May and concluding in September. In 2025, the Company had one day of live racing cancelled and one other day shortened due to inclement weather.
Our event space has been used for craft shows, trade shows, pool and poker tournaments, automobile and other utility vehicle shows, major art shows, and fundraisers. Our outdoor spaces have been used for concerts, snowmobile races, a rodeo, and other competitions. The infield of the Racetrack has also been used as a concert and event area.
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.
For the year ended December 31, 2024 , revenues from Casino operations represented 63.0% of total net revenues, wagering on horse races represented 13.4% of total net revenues, and food and beverage revenue represented 12.9% of total net revenues. These components of revenue are described in more detail below.
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.
Currently, the fee for a Class A License is $253,000 per fiscal year.
Currently, the fee for a Class A License is $253,000 p er fiscal year.
Executive Officers The executive officers of the Company, their ages and their positions with the Company at March 11, 2025 are as follows: Name Age Position with Company Randall D. Sampson 66 President, CEO, and Chairman of the Board Randy J. Dehmer 42 Senior Vice President of Finance and CFO Randall D.
Executive Officers The executive officers of the Company, their ages and their positions with the Company at March 10, 2026 are as follows: Name Age 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.
Trackside Investments was formed as a joint venture for the development of an approximately 16,000 square foot restaurant and entertainment venue. 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.
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 addition, other revenues, which are principally derived from the three activities noted above, represented 10.7% of total net revenues for the year ended December 31, 2024 .
In addition, other revenues, which are principally derived from the three activities noted above, represented 11.0% of total net revenues for the year ended December 31, 2025 .
Human Capital and Team Members Talent Management At December 31, 2024 , the Compa ny had 226 full-time team members and 525 part-time team members. T he Company adds approximately 350 team members on a seasonal basis for live racing operations from early May until early September.
Human Capital and Team Members Talent Management At December 31, 2025 , the Compa ny had 214 full-time team members and 532 part-time team members. Th e Company adds approximately 350 team members on a seasonal basis for live racing operations from early May until September.
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.
In 2024, the Company had one day of live racing shortened due 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.
The Company offers training and development opportunities for team members to enhance leadership and communication skills. The Company also has created various internal committees, including a specific rewards and recognition committee to support our team member recognition programs. To help retain talent, we measure team member engagement, including conducting regular engagement surveys to all team members.
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 Company is able to offer simulcast racing seven days a week, 364 days a year from racetracks around the world, including Churchill Downs, Santa Anita, Gulfstream Park, Belmont Park, Saratoga Racecourse, and Dubai. 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 is able to offer simulcast racing seven days a week, 364 days a year from racetracks around the world, including Churchill Downs, Santa Anita, Gulfstream Park, Belmont Park, Saratoga Racecourse, and Meydan Racecourse.
The Company regularly evaluates its agreements with other racetracks to offer the most popular simulcast signals of live horse racing that are reasonably available.
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.
The land is being used for the development of a new, 28,000 square foot office building, which is expected to begin operations in July 2025. ● 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").
The project 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").
The Company currently offers two, year-round café style restaurants and full service bars within the Casino and simulcast area. The Casino offers tableside menu service generally 24 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.
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.
In connection with its contribution, Canterbury DBSV became a 31.22% equity member in High Stakes, LLC.
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.
The closing of the land sale took place in April 2023 for approximately $8,800,000 in total consideration. In late 2023, Swervo broke ground and construction is underway on the amphitheater. In connection with the land sale and amphitheater development, Canterbury received approval for a three-phase barn relocation and redevelopment plan which is expected to be completed in 2025.
In connection with the land sale and amphitheater development, Canterbury received approval for a three-phase barn relocation and redevelopment plan which was substantially completed in 2025.
The building is programmed with over 5,000 square feet of amenity spaces and outdoor spaces. ● In September 2021, the Company entered into a purchase agreement to sell approximately 37 acres of land on the northeast corner of the Racetrack to Minneapolis-based Swervo Development Corporation (“Swervo”). Swervo intends to construct a state-of-the-art amphitheater as part of the Canterbury Commons development.
Pulte has completed construction of all row home and townhome buildings with all of the residences occupied as of December 31, 2025 . ● In September 2021, the Company entered into a purchase agreement to sell approximately 37 acres of land on the northeast corner of the Racetrack to Minneapolis-based Swervo Development Corporation (“Swervo”).
The Minnesota legislature continues to consider bills to legalize sports betting in the State of Minnesota.
The legislation now allows the Company to recoup a percentage 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.
The remaining 90% of purse monies are divided between thoroughbred (95%) and quarter horse (5%) purse funds. Food and Beverage Operations We derive revenue from our food and beverage operations through sales at concession stands, restaurant and buffet, bars, and other food venues.
Food and Beverage Operations We derive revenue from our food and beverage operations through sales at concession stands, restaurant and buffet, bars, and other food venues. The Company currently offers two, year-round café style restaurants and full service bars within the Casino and simulcast area. The Casino offers tableside menu service generally 20 hours a day.
Removed
In 2023, the Company had one day of live racing cancelled and two other days shortened due to inclement weather.
Added
The remaining 90% of purse monies are divided between thoroughbred and quarter horse purse funds, the split of which is governed by an agreement that we negotiate annually with the MNHBPA and the MQHRA .
Removed
Pulte has initiated ground up construction of a number of townhome buildings and its first model units were completed in the first quarter of 2022 with approximately 84 townhomes occupied as of December 31, 2024 . Lifestyle Communities will be a 44-unit age restricted active senior cooperative community.
Added
In connection with its contribution, Canterbury Development became a 50% equity member in Trackside Investments.
Added
Swervo intends to construct a state-of-the-art amphitheater as part of the Canterbury Commons development. The closing of the land sale took place in April 2023 for 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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

18 edited+3 added−4 removed92 unchanged
Biggest changeIn addition to pari-mutuel wagering, Running Aces operates a card room that directly competes with the Company’s 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 have the ability to offer a wider variety of gaming products.
Biggest changeIn addition to pari-mutuel wagering, Running Aces operates a card room that directly competes with the Company’s Casino. We also compete with tribal-owned casinos.
For the 2024 live racing season, we agreed with the MNHBPA and MQHRA to a 54-day racing season and have 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.
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.
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 potential costs related to HISA regulations. These taxes and fees are subject to increase at any time.
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.
These factors resulted in a decrease in wagering on live races (particularly out-of-state handle), which ultimately resulted in a decrease in revenue from live racing in 2024 and 2023 as compared to 2022. 10 We enter into an agreement with the horsepersons each year for the following year’s live racing season.
These factors resulted in a decrease in wagering on live races (particularly out-of-state handle), which ultimately resulted in a decrease in revenue from live racing in 2025 and 2024 as compared to 2022. 10 We enter into an agreement with the horsepersons each year for the following year’s live racing season.
A 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 and overall horse population available for racing.
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 and the overall horse population available for racing.
In August 2020, Doran exercised its option for Phase II of the project to include an additional 300 residential units, and Canterbury Development entered into a second joint venture agreement with Doran.
In August 2020, Doran exercised its option for Phase II of the project to include an additional 305 residential units, and Canterbury Development entered into a second joint venture agreement with Doran.
Accordingly, due to the lack of an annual purse enhancement, the purses and the number of races we were able to offer in the 2024 and 2023 live racing seasons were smaller than they have been in the past.
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 2024 live racing seasons were smaller than they have been in the past.
We have experienced a decrease in revenue and profitability from live racing. Following the expiration of the Cooperative Marketing Agreement ("CMA") on December 31, 2022, we did not receive 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.
We have experienced a decrease in revenue and profitability from live racing. Following the expiration of the Cooperative Marketing Agreement ("CMA") on December 31, 2022, we have not 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.
Our inability in the future to attract adequate fields, for whatever reason, 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.
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 may not successfully execute on our growth strategy because of legislative, regulatory, financial, or other hurdles that we fail to overcome in a timely fashion, or lack of appropriate resources. Additionally, we may compete with other companies for attractive strategic opportunities.
We may not successfully execute on our growth strategy because of legislative, 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.
This anticipated overpayment of purses by the Company is intended to create a short-term bridge until additional purse supplements can be obtained from other sources.
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 on the Company's balance sheet as of December 31, 2024.
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.
Since horse racing is conducted outdoors, unfavorable weather conditions, including extremely high and low temperatures, high winds, storms, tornadoes, and smoke, could cause events to be postponed or canceled or attendance to be lower, resulting in reduced wagering. For example, in 2024, the Company had one day of live racing shortened due to inclement weather.
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 racing due to inclement weather.
The parties recognize there is 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 will be making an overpayment that may be repaid to the Company by the MNHBPA through reimbursement in subsequent racing years.
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.
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 have agreed to contribute an additional $500,000 above the statutorily required purse amounts to guarantee purses.
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 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.
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.
Accordingly, management believes no allowance related to this receivable is necessary at 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.
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.
We anticipate 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.
Internet-based interactive gaming and wagering, both legal and illegal, is growing rapidly and adversely affects all forms of wagering offered by the Company. We anticipate 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.
Removed
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 overpayment amount from those purse supplements.
Added
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.
Removed
In the event that additional purse revenues are secured throughout the duration of the 2025 live race agreement, the Company has agreed to provide additional purse monies of up to $1,500,000, to a total of $2,000,000 in potential overpayment of purses to support the 2025 live race meet.
Added
Accordingly, management believes no allowance related to this receivable is necessary at December 31, 2025.
Removed
However, there can be no assurance that our agreed-upon purse supplements will have the expected impact on the financial performance of live racing or that any improved financial performance of live racing will offset the amounts we contribute to purses. Further, there can be no assurance that we will receive any reimbursement of any 2025 overpayment amount.
Added
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.
Removed
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s security program and IT-related controls are regularly examined by internal auditors, external auditors, and various regulators. The Company's Incident Response Team is led by our Director of Information Technology and also comprised of various cross-functional members of management.
Biggest changeThe Company’s 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 Company utilizes a cross-functional, multilayered approach risk management to its cybersecurity to identify, prevent, and mitigate cybersecurity threats to the Company designed to preserve the confidentiality, security, and integrity of the Company’s information and data. The Company conducts periodic tests to assess the Company’s processes and procedures and the threat landscape.
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 Company’s information and data. The Company conducts periodic tests to assess the Company’s processes and procedures and the threat landscape.
Item 1C. CYBERSECURITY The Company maintains a governance structure to address cybersecurity risk, which involves the Board, the Audit Committee, the Company’s Director of Information Technology, and a dedicated Incident Response Team.
Item 1C. CYBERSECURITY The Company maintains a governance structure to address cybersecurity risk, which involves the Board, the Audit Committee, the Company’s Senior Manager of Information Technology, and a dedicated Incident Response Team.
At least annually, the Board discusses the Company’s approach to cybersecurity risk management with the Company’s Director of Information Technology, and at least annually, or more frequently as necessary, the Company’s Director of Information Technology meets with the Audit Committee to discuss cybersecurity risk management.
At least annually, the Board discusses the Company’s approach to cybersecurity risk management with the Company’s Senior Manager of Information Technology, and at least annually, or more frequently as necessary, the Company’s Senior Manager of Information Technology meets with the Audit Committee to discuss cybersecurity risk management.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−1 removed2 unchanged
Biggest changeAs of December 31, 2024 , the Company has approximately 35 acres 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 11 to the consolidated financial statements for more information.
Biggest changeAs of December 31, 2025 , the Company has approx imately 35 acres of lan d 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.
Removed
In 2023, the Company sold approximately 37 acres of land to the north of the racetrack for the development of a state-of-the-art amphitheater.
Added
See discussion above titled “Development Operations” and footnote 11 to the consolidated financial statements for more information.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION The Company’s common stock trades on the Nasdaq Global Market under the symbol CPHC. HOLDERS At March 6, 2025, the Company had 556 shareholders of record of its common stock. Item 6. [RESERVED]
Biggest changeItem 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION The Company’s common stock trades on the Nasdaq Global Market under the symbol CPHC. HOLDERS At March 5, 2026, the Comp any had 530 shareholders of record of its common stock. Item 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+7 added−8 removed44 unchanged
Biggest changeThe Company experienced an increase in cash related to a decrease in employee retention credit receivable of $6,103,000, offset by a decrease in accounts payable, net of land, buildings, and equipment funded through accounts payable, of $1,465,000, and an increase in income taxes receivable of $2,031,000.
Biggest changeTh e Company experienced an increase in cash related to a decrease in income taxes receivable and prepaid income taxes of $760,000, offset by an increase in other long-term receivables of $500,000, related to the 2025 purse 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 to payments for our barn relocation and redevelopment plan.
In an effort to maintain field size and improve the quality of racing for the 2025 season, the Company has guaranteed an additional $500,000 of purse monies to be distributed above the minimum amount defined in Minnesota Statutes Chapter 240.
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.
CASH FLOWS FROM FINANCING ACTIVITIES Net cash used in financing activities for 2024 was $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.
Net cash used in financing activities for 2024 was $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 FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities for 2024 of $17,349,000 was used primarily for additions to land, buildings, and equipment of $11,984,000, primarily related 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.
Net cash used in investing activities for 2024 of $17,349,000 was used primarily for additions to land, buildings, and equipment of $11,984,000, primarily related 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.
There were no unpaid purse fund obligations due to the MNHBPA at December 31, 2024 or 2023 . In March 2022, the Company entered into a five-year agreement with a 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.
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 with a 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.
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 the year ended December 31, 2024 . As of December 31, 2024 , the outstanding balance on the line of credit was $0.
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 the year ended December 31, 2025 . As of December 31, 2025 , the outstanding balance on the line of credit was $0.
The Company also derives revenues from related services and activities, such as food and beverage, parking, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack. In 2024, Canterbury Development continued to pursue various development opportunities that began in 2015 for its underutilized land in a project known as Canterbury Commons.
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 2024, and sales of parcels of land to third parties that will then develop the property.
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.
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 $447,000 and $558,000 at December 31, 2024 and 2023 , 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.
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 2024 .
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 .
OPERATIONS REVIEW YEAR ENDED December 31, 2024 COMPARED TO YEAR ENDED December 31, 2023 EBITDA represents earnings before interest income, net, income tax expense, depreciation, and amortization.
OPERATIONS REVIEW YEAR ENDED December 31, 2025 COMPARED TO YEAR ENDED December 31, 2024 EBITDA represents earnings before interest income, net, income tax expense, depreciation, and amortization.
The future minimum purchase obligations under the new agreement are $166,400 per year. The amounts charged to operations for totalizator expenses for the years ended December 31, 2024 and 2023 w ere $200,000 and $205,000, res pectively.
The future minimum purchase obligations under the new agreement are $166,400 per year. The amounts charged to operations for totalizator expenses for the years ended December 31, 2025 and 2024 w ere $203,000 and $200,000, res pectively.
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 on the Company's balance sheet as of December 31, 2024.
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.
Pursuant to an agreement with the MNHBPA, we transferred into a trust account or paid directly to the MNHBPA, approximately $8,288,000 and $7,133,000 in purse funds related to thoroughbred races for 2024 and 2023 , respectively. Minnesota law provides that amounts transferred into this trust account are the property of the trust and not the Company.
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.
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 $49,000 for the year ended December 31, 2024 . During 2023, the Company performed a review of any fixed assets that were no longer in service at December 31, 2023 .
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 $56,000 for 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 .
Management believes it is likely that additional purse supplements will ultimately be 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.
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.
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 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.
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 2024 pari-mutuel revenue decreased $28,000, or 0.3%, compared to 2023 .
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 poker promotional pool liability was $364,000 and $339,000 at December 31, 2024 and 2023 , 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, 2024 and 2023 , accrued jackpot funds totaled $88,000 and $172,000, respectively.
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 following summarizes our financial performance for the last five years (in 000’s): Financial Performance Summary 2024 2023 2022 2021 2020 Net Revenues $ 61,562 $ 61,437 $ 66,824 $ 60,400 $ 33,140 Operating Expenses 56,862 56,426 55,943 42,882 (1) 34,882 Gain on Transfer/Sale of Land 1,732 6,490 12 264 2,368 Income (Loss) Before Income Taxes 3,037 14,980 10,235 15,798 (189 ) Income Tax (Expense) Benefit (924 ) (4,417 ) (2,722 ) (3,999 ) 1,251 Net Income 2,113 10,563 7,513 11,798 1,062 1 During fiscal year 2021, the Company reduced operating expenses $6,314,000 by recording an employee retention credit, a refundable tax credit.
The following summarizes our financial performance for the last five years (in 000’s): Financial Performance Summary 2025 2024 2023 2022 2021 Net Revenues $ 59,568 $ 61,562 $ 61,437 $ 66,824 $ 60,400 Operating Expenses 57,106 56,862 56,426 55,943 42,882 (1) Gain on Transfer/Sale of Land — 1,732 6,490 12 264 Income (Loss) Before Income Taxes (814 ) 3,037 14,980 10,235 15,798 Income Tax Benefit (Expense) 285 (924 ) (4,417 ) (2,722 ) (3,999) Net (Loss) Income (529 ) 2,113 10,563 7,513 11,798 1 During fiscal year 2021, the Company reduced operating expenses $6,314,000 by recording an employee retention credit, a refundable tax credit.
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 I ndemnity Agreement was amended to increase the maximum indemnification by an additional $500,000, bringing the total to a maximum of $7,500,000.
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 I ndemnity Agreement was amended to increase the maximum indemnification by an additional $500,000.
In addition to this write-off, the Company had multiple additional asset disposals for a gain of $66,000, resulting in a net loss on disposal of assets of $157,000 for the year ended December 31, 2023 .
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 $49,000 for the year ended December 31, 2024 .
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.
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.
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 $542,000 and $1,055,000 at December 31, 2024 and 2023 , respectively. Additionally, the table games jackpot pool was $696,000 and $524,000 at December 31, 2024 and 2023 , respectively.
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 recorded net income of $10,563,000, or $2.15 per basic and $2.13 per diluted share for 2023. 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 Company recorded net income of $2,113,000, or $0.42 per basic and diluted share for 2024. 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 parties recognize there is 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 will be making an overpayment that may be repaid to the Company through reimbursement in subsequent racing years.
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.
For 2024 as compared to 2023 , total pari-mutuel revenue decreased 0.3%, Casino revenue decreased 2.5%, food and beverage revenue increased 1.8%, and other revenue increased 18.3%. See below for a further discussion of our sources of revenues for each of our pari-mutuel, Casino, food and beverage, and other revenues.
For 2025 as 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.
For the year ended December 31, 2023 , Adjusted EBITDA excluded from EBITDA stock-based compensation (which includes the Company's 401(k) match in stock contribution), the gain on sale of land, loss on disposal of assets, insurance proceeds received by the Company's equity investment and depreciation, and amortization and interest related to equity investments.
For the year ended December 31, 2024 , Adjusted EBITDA excluded from EBITDA stock-based compensation (which includes the Company's 401(k) match in stock contribution), the gain on transfer of land, loss on disposal of assets, and depreciation and amortization and interest related to equity investments and their joint ventures.
Casino revenue represented 63.0% and 64.8% of the Company’s net revenues for the years ended December 31, 2024 and 2023 , respectively.
Casino revenue represented 62.3% and 63.0% of the Company’s net revenues for the years ended December 31, 2025 and 2024 , respectively.
CASH AND CAPITAL RESOURCES At December 31, 2024 , we had cash, cash equivalents, and restricted cash of $13,687,000 compared to $25,842,000 at December 31, 2023 .
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 .
Net cash used in financing activities for 2023 was $1,345,000 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.
This was partially offset by proceeds 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.
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, 2024 and as of the date of this report will not have a material impact on the Company’s consolidated financial position or results of operations.
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 Company’s consolidated financial position or results of operations.
The increase 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 9 fo r further details of the agreement. No recruiting and participation incentives are planned for the 2025 live race meet.
Total purse expense decreased $845,000, or 10.7%, in 2025 compared to 2024 . The decrease 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 9 fo r further details of the agreement.
PARI-MUTUEL REVENUES Year Ended December 31, 2024 2023 Simulcast $ 3,595,000 $ 3,717,000 Live racing 1,557,000 1,526,000 Guest fees 1,702,000 1,582,000 Other revenue 1,372,000 1,429,000 Total Pari-Mutuel Revenue $ 8,226,000 $ 8,254,000 Racing Days Simulcast only racing days 311 311 Live and simulcast racing days 54 53 Total Number of Racing Days 365 364 Simulcast and Live Racing pari-mutuel revenues include commission and breakage revenues from on-track live and simulcast wagering.
PARI-MUTUEL REVENUES Year Ended December 31, 2025 2024 Simulcast $ 3,321,000 $ 3,595,000 Live racing 1,430,000 1,557,000 Guest fees 1,493,000 1,702,000 Other revenue 1,442,000 1,372,000 Total Pari-Mutuel Revenue $ 7,686,000 $ 8,226,000 Racing Days Simulcast only racing days 314 311 Live and simulcast racing days 50 53 Total Number of Racing Days 364 364 Simulcast and Live Racing pari-mutuel revenues include commission and breakage revenues from on-track live and simulcast wagering.
The Company was not required to make any payments related to this bond in 2024 or 2023 , and there is no liability related to this bond on the balance sheet as of December 31, 2024 . 20 LIQUIDITY AND CAPITAL RESOURCES CASH FLOWS FROM OPERATING ACTIVITIES Cash provided by operating activities for 2024 was $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 $5,468,000 and stock-based compensation and 401(k) match totaling $1,447,000, offset by a gain on land transfer of $1,732,000.
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.
CASINO REVENUES Year Ended December 31, 2024 2023 Poker Games Collection $ 7,581,000 $ 7,477,000 Other Poker Revenue 3,191,000 3,016,000 Total Poker Revenue 10,772,000 10,493,000 Table Games Collection 24,768,000 26,970,000 Other Table Games Revenue 3,235,000 2,318,000 Total Table Games Revenue 28,003,000 29,288,000 Total Casino Revenue $ 38,775,000 $ 39,781,000 The primary source of Casino revenue is a percentage 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 REVENUES Year Ended December 31, 2025 2024 Poker Games Collection $ 7,343,000 $ 7,581,000 Other Poker Revenue 2,986,000 3,035,000 Total Poker Revenue 10,329,000 10,616,000 Table Games Collection 22,541,000 24,768,000 Other Table Games Revenue 4,217,000 3,391,000 Total Table Games Revenue 26,758,000 28,159,000 Total Casino Revenue $ 37,087,000 $ 38,775,000 The primary source of Casino revenue is a percentage 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.
As a result of our analysis for the year ended December 31, 2024 , management believes the TIF receivable will be fully collectible and no allowance related to this receivable is necessary.
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, for the year ended December 31, 2025 , management believes the TIF receivable will be fully collectible and no allowance related to this receivable is necessary.
Accordingly, management believes no allowance related to this receivable is necessary at 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.
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.
This was partially offset by proceeds from the sale of short-term investments of $7,000,000.
This was partially offset by proceeds from the sale of short-term investments of $9,500,000 and proceeds from TIF receivable of $582,000.
The increase is primarily due to an increase in our wage-rate structure for seasonal as well as year-round employees to attract and retain front-line workers. Cost of food and beverage and other sales increased $133,000, or 4.3%, in 2024 compared to 2023 .
The increase is primarily due to an increase in our wage-rate structure for seasonal as well as year-round employees to attract and retain front-line workers. Cost of food and beverage and other sales decreased $38,000, or 1.2%, in 2025 compared to 2024 . The decrease is primarily due to reduced food costs and creating process efficiencies to lower overall costs.
As of December 31, 2024, the Company has completed phases one and two of the barn relocation and redevelopment plan with phase three currently underway, with estimated remaining costs of approximately $2,500,000. In addition, the Company expects to spend the remaining $2,042,000 in tax increment financing over the next six months for the completion of tax increment related improvements.
As of December 31, 2025, the Company has substantially completed phase three 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.
Effective December 18, 2024, t he Company entered into an Indemnity Agreement with affiliates of Doran relating to debt financing by Doran Canterbury II, LLC as borrower, which is guaranteed by Doran affiliates.
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, t he Company entered into an Indemnity Agreement with affiliates of Doran relating to debt financing by Doran Canterbury II, LLC as borrower, which is guaranteed by Doran affiliates.
Estimate of the allowance for doubtful accounts - Property Tax Increment Financing “ TIF” Receivable 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.
Estimate of the allowance for credit losses - Property Tax Increment Financing “ TIF” Receivable As of December 31, 2025 , the Company recorded a TIF receivable of approximately $19,986,000, which represents $16,305,000 of principal and $3,681,000 of interest.
Cash provided by operating activities for 2023 was $11,537,000, primarily as a result of the following: the Company reported net income of $10,563,000, depreciation of $3,145,000, deferred income taxes of $2,826,000, and stock-based compensation and 401(k) match totaling $1,379,000, offset by a gain from equity investment of $1,501,000 and a gain on land sale of $6,490,000.
Cash provided by operating activities for 2024 was $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 $5,468,000 and stock-based compensation and 401(k) match totaling $1,447,000, offset by a gain on land transfer of $1,732,000.
For the year ended 2024, the Company recognized expenses of $418,000 related 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 upcoming 2025 live race meet.
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.
Minnesota Breeders’ Purse Expense Fund Expense 2024 2023 2024 2023 Casino $ 4,668,000 $ 4,797,000 $ 519,000 $ 533,000 Simulcast Racing 1,335,000 1,435,000 428,000 442,000 Live Racing 1,905,000 1,368,000 81,000 79,000 Total $ 7,908,000 $ 7,600,000 $ 1,028,000 $ 1,054,000 Salaries and benefits expense increased $651,000, or 2.6%, in 2024 compared to 2023 .
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 .
FOOD AND BEVERAGE REVENUES Food and beverage revenues increased $139,000, or 1.8%, to $7,968,000 for the year ended December 31, 2024 compared to 2023 . The increase in food and beverage revenues is primarily due to increased catering operations related to hosting large scale special events as well as the one additional live race day year-over-year mentioned above.
FOOD AND BEVERAGE REVENUES Food and beverage revenues increased $277,000, or 3.5%, to $8,245,000 for the year ended December 31, 2025 compared to 2024 . The increase in food and beverage revenues is primarily due to increased catering operations and food revenues related to hosting large-scale special events.
This anticipated overpayment of purses by the Company is intended to create a short-term bridge until additional purse supplements can be obtained from other sources.
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.
For 2024 , Adjusted EBITDA as a percentage of net revenue was 16.6%. For 2023 , Adjusted EBITDA as a percentage of net revenue was 17.0%. 17 REVENUES Total net revenues for 2024 were $61,562,000, an increase of $125,000, or 0.2%, compared to total net revenues of $61,437,000 for 2023 .
For 2025 , Adjusted EBITDA as a percentage of net revenue was 15.8%. For 2024 , Adjusted EBITDA as a percentage of net revenue was 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 .
The slight decrease in revenue in 2024 compared to 2023 is primarily due to a decrease in simulcast handle, somewhat offset by increased guest fees from out-state-handle on our live racing product on a per day basis due to increased field size and one additional live race day.
The decrease in pari-mutuel revenue in 2025 compared to 2024 is primarily due to a decrease in simulcast handle and decreased guest fees from out-state-handle on our live racing product due to decreases in field size and three fewer live race days.
Net cash used in investing activities for 2023 of $455,000 was used primarily for additions to land, buildings, and equipment of $7,908,000, an increase in related party receivable of $971,000, primarily due to additional member loans and interest related to the member loans, and purchases of short-term investments of $5,000,000.
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, primarily related 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.
As a result of this review, management determined to dispose of assets resulting in a loss on disposal of $223,000 during the fourth quarter of 2023.
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.
The increase is primarily due to placing larger fixed assets into service towards the second half of 2023 as well as placing assets into service related to the first and second phases of our barn relocation and redevelopment plan in the second quarter of 2024. Advertising and marketing costs decreased $719,000, or 34.8%, in 2024 compared to 2023 .
Depreciation and 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 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 the years ended: SUMMARY OF EBITDA DATA Year Ended December 31, 2024 2023 NET INCOME $ 2,112,842 $ 10,563,249 Interest income, net (2,071,511 ) (1,978,122 ) Income tax expense 923,885 4,417,000 Depreciation and amortization 3,620,899 3,145,372 EBITDA 4,586,115 16,147,499 Stock-based compensation 1,447,009 1,378,373 Loss on disposal of assets 49,214 157,160 Gain on transfer/sale of land (1,732,353 ) (6,489,976 ) Gain on insurance proceeds related to equity investments — (4,227,701 ) Depreciation and amortization related to equity investments 3,086,695 1,753,256 Interest expense related to equity investments 2,796,932 1,727,192 ADJUSTED EBITDA $ 10,233,612 $ 10,445,803 Adjusted EBITDA decreased $212,000, or 2.0%, for 2024 compared to 2023 .
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 the years ended: SUMMARY OF EBITDA DATA Year Ended December 31, 2025 2024 NET (LOSS) INCOME $ (529,431 ) $ 2,112,842 Interest income, net (1,966,803 ) (2,071,511 ) Income tax (benefit) expense (285,000 ) 923,885 Depreciation and amortization 3,998,041 3,620,899 EBITDA 1,216,807 4,586,115 Stock-based compensation 1,601,556 1,447,430 Loss on disposal of assets 56,248 49,214 Gain on transfer of land — (1,732,353 ) Depreciation and amortization related to equity investments 3,187,396 3,456,695 Interest expense related to equity investments 3,348,259 2,997,810 ADJUSTED EBITDA $ 9,410,267 $ 10,804,911 Adjusted EBITDA decreased $1,395,000, or 12.9%, for 2025 compared to 2024 .
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 the year ended December 31, 2024 , Adjusted EBITDA excluded from EBITDA stock-based compensation (which includes the Company's 401(k) match in Company stock contribution), the gain on transfer of land, loss on disposal of assets, and depreciation and amortization and interest related to equity investments.
For the year ended December 31, 2025 , Adjusted EBITDA excluded from EBITDA stock-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.
Total operating expenses as a percentage of net revenues increased to 92.4% in 2024 from 91.8% in 2023 , which was a result of increased operating expenses for 2024 as compared to 2023. Total purse expense increased $308,000, or 4.1%, in 2024 compared to 2023 .
An explanation of changes in specific categories of operating expense is set forth below. Total operating expenses as a percentage of net revenues increased to 95.9% in 2025 from 92.4% in 2024 , which was primarily a result of decreased net revenues for 2025 as compared to 2024.
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 Company utilizes a third-party to assist with the projected tax increment revenues.
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 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.
This $12,155,000 decrease consisted of $6,488,000 of net cash provided by operating activities in 2024, offset by $17,349,000 of net cash used in investing activities in 2024 and $1,293,000 of net cash used in financing activities in 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 in investing activities in 2025 and $1,310,000 of net cash used in financing activities in 2025.
OTHER REVENUES Other revenues, consisting of admission revenues, corporate sponsorships, space rentals, and other miscellaneous activities, increased $1,020,000, or 18.3%, to $6,593,000 in 2024 compared to 2023 .
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 .
OTHER INCOME (LOSS), NET Other loss, net, for the year ended December 31, 2024 was $3,396,000, a decrease of $6,875,000, compared to an other income, net, of $3,479,000 for the year ended December 31, 2023 .
OTHER INCOME (LOSS), NET Other loss, net, for the year ended 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 2025 is 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 year ended December 31, 2024 is primarily due to non-cash expenses from depreciation and amortization.
The loss on equity investments for the years ended December 31, 2025 and 2024 is primarily due to non-cash expenses from depreciation 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 of $924,000 and $4,417,000 for 2024 and 2023, respectively. The decrease in our tax expense for 2024 compared to 2023 is due to a decrease in income before taxes from operations, primarily related to the 2023 gain on land sale mentioned above.
The income tax benefit for 2025 compared to the income tax expense in 2024 is primarily due to a decrease 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 2025 and 2024, respectively.
Our effective tax rate was 30.4% and 29.5% for 2024 and 2023, respectively. NET INCOME The Company recorded net income of $2,113,000, or $0.42 per basic and diluted share for 2024.
NET (LOSS) INCOME The Company recorded a net loss of $529,000, or $0.10 per basic and diluted share for 2025.
Total Casino revenue decreased $1,006,000, or 2.5%, in 2024 compared to 2023 .The decrease can be primarily attributed to both a decrease in drop and a lower average collection revenue rate in table games, somewhat offset by an increase in our other table games revenue related to our progressive jackpot administration revenue.
Total Casino revenue decreased $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.
The decrease is primarily due to intentionally reducing overall spend in an effort to reduce costs. Professional and contracted service expenses decreased $320,000, or 5.4%, in 2024 compared to 2023. The decrease is primarily due to higher costs in 2023 related to long-term strategic growth initiatives.
The increase is primarily due to increasing overall spend for marketing initiatives related to the Casino and special events. Professional and contracted service expenses increased $190,000, or 3.4%, in 2025 compared to 2024. The increase is primarily due to higher costs in 2025 for HISA regulatory costs that are required for live racing.
Removed
The increase is primarily due to admission revenue increases related to our first ever rodeo, our first comedy series, and our live racing events. 18 OPERATING EXPENSES Total operating expenses increased $436,000, or 0.8%, to $56,862,000 in 2024 , from $56,426,000 in 2023 . An explanation of changes in specific categories of operating expense is set forth below.
Added
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.
Removed
The increase is primarily due to the increased food and beverage revenues related to increased catering operations as noted above. Depreciation and amortization increased $476,000, or 15.1%, in 2024 compared to 2023 .
Added
These decreases were partially offset by an increase in our other table games revenue, driven by increases in our progressive jackpot administration revenue.
Removed
During 2023, the Company recorded a gain on sale of land of $6,490,000 as of result of the sale of approximately 37 acres of land to an affiliate of Swervo Development for approximately $8,800,000 in total consideration. During 2024, the Company performed a review of any fixed assets that were no longer in service at December 31, 2024 .
Added
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 decreased total pari-mutuel revenues, due to a decrease in overall live race days year-over-year.
Removed
The decrease for 2024 is primarily due to our share of a gain recognized on insurance proceeds received on a claim by Doran Canterbury I during 2023. The Company's portion of the gain on insurance proceeds recognized by Doran Canterbury I was $4,228,000.
Added
INCOME TAXES The Company recorded a provision for income taxes with a benefit of $285,000 and expense of $924,000 for 2025 and 2024, respectively.
Removed
This was slightly offset by increased interest income of approximately $93,000 year-over-year, due to the Company transferring available cash into certificates of deposit and money market funds as well as increasing balances related to both our member loans to Doran Canterbury I and Doran Canterbury II and our increase in TIF receivable.
Added
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.
Removed
In the event that additional purse revenues are secured throughout the duration of the 2025 live race agreement through additional forms of gaming at the Company, new revenue streams, or legislative action, the Company has agreed to provide additional purse monies of up to $1,500,000, to a total of $2,000,000 in potential overpayment of purses to support the 2025 live race meet.
Added
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.
Removed
This was partially offset by proceeds received from the sale of land of $8,336,000 and proceeds from the sale of short-term investments of $5,000,000.
Added
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.
Removed
We also expect that we will see higher than historic use of cash for guaranteed purses for the 2025 live racing season, which are guaranteed under our annual live race meet and purse fund contribution agreement with the MNHBPA and MQHRA, which may be repaid to the Company through reimbursement in subsequent racing years. See note 9 for further details.

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