Canterbury Park Holding Corp 10-Q

cphc20230630_10q.htm   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM   10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023 . OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____.  ​ Commission File Number: 001-37858    ​   CANTERBURY PARK HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter)     Minnesota   47-5349765     (State or Other Jurisdiction of Incorporation or   (I.R.S. Employer     Organization)   Identification No.)       1100 Canterbury Road       Shakopee , MN 55379   (Address of principal executive offices and zip code) ​ Registrant’s telephone number, including area code: ( 952 ) 445-7223   Securities registered pursuant Section 12(b) of the Act: Title of Each Class Trading Symbol Name of each exchange on which registered Common Stock Common stock, $.01 par value CPHC Nasdaq  ​ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ​   Yes ☒   No ☐     Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ​   Yes ☒   No ☐     Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.   Large accelerated filer ☐   Accelerated filer ☐       Non-accelerated filer ☒   Smaller reporting company ☒ Emerging growth company ☐  ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  ​ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). ​   Yes ☐   No ☒     The Company had 4,933,844  shares of common stock, $.01 par value, outstanding as of August 10, 2023.             Canterbury Park Holding Corporation INDEX  ​       Page         PART   I. FINANCIAL INFORMATION   ​         ​ Item 1. Financial Statements (unaudited)  ​ ​ ​ ​ ​     Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 2 ​ ​ ​   ​ ​ Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 3 ​ ​ ​   ​ ​ Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 4 ​ ​ ​   ​ ​ Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 5 ​ ​ ​   ​ ​ Notes to Condensed Consolidated Financial Statements 7 ​ ​ ​     Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18           Item 3. Quantitative and Qualitative Disclosures about Market Risk 26           Item 4. Controls and Procedures 26         PART   II. OTHER INFORMATION ​           Item 1. Legal Proceedings 27           Item 1A. Risk Factors 27           Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27           Item 3. Defaults Upon Senior Securities 27           Item 4. Mine Safety Disclosures 27           Item 5. Other Information 27           Item 6. Exhibits 28           Signatures   28  ​ 1     PART   1  – FINANCIAL INFORMATION CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS       (Unaudited)               June 30,     December 31,       2023     2022   ASSETS                                   CURRENT ASSETS                 Cash and cash equivalents   $ 24,045,159     $ 12,989,087   Restricted cash     5,621,063       3,116,916   Short-term investments     5,000,000       5,000,000   Accounts receivable, net of allowance of $ 19,250 for both periods     1,769,149       618,365   Employee retention credit receivable     —       6,103,236   Inventory     405,531       262,073   Prepaid expenses     632,084       557,520   Income taxes receivable and prepaid income taxes     1,180,364       2,052,364   Total current assets     38,653,350       30,699,561                     LONG-TERM ASSETS                 Deposits     —       27,000   Other prepaid expenses     18,032       41,774   TIF receivable     13,630,867       13,294,337   Related party receivable     2,753,662       2,555,320   Operating lease right-of-use asset     67,838       —   Equity investment     6,814,214       6,863,517   Land held for development     1,229,475       2,303,010   Land, buildings, and equipment, net     38,997,855       36,491,660   Total long-term assets     63,511,943       61,576,618   TOTAL ASSETS   $ 102,165,293     $ 92,276,179                     LIABILITIES AND STOCKHOLDERS’ EQUITY                                   CURRENT LIABILITIES                 Accounts payable   $ 3,385,859     $ 3,368,683   Casino accruals     2,241,023       2,684,444   Accrued wages and payroll taxes     1,590,853       1,814,879   Cash dividend payable     344,328       341,602   Accrued property taxes     374,909       795,646   Deferred revenue     975,852       413,442   Payable to horsepersons     3,904,314       993,529   Current portion of operating lease obligations     24,852       —   Current portion of finance lease obligations     4,929       18,973   Total current liabilities     12,846,919       10,431,198                     LONG-TERM LIABILITIES                 Deferred income taxes     8,201,015       7,474,015   Investee losses in excess of equity investment     1,900,288       3,185,923   Operating lease obligations, net of current portion     42,986       —   Total long-term liabilities     10,144,289       10,659,938   TOTAL LIABILITIES     22,991,208       21,091,136                     STOCKHOLDERS’ EQUITY                 Common stock, $ .01 par value, 10,000,000 shares authorized, 4,933,844 and 4,888,975 respectively, shares issued and outstanding     49,338       48,890   Additional paid-in capital     26,538,005       25,914,644   Retained earnings     52,586,742       45,221,509   Total stockholders’ equity     79,174,085       71,185,043   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 102,165,293     $ 92,276,179     See notes to condensed consolidated financial statements.   2       CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)  ​     Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   OPERATING REVENUES:                                 Casino   $ 10,383,578     $ 9,994,433     $ 20,097,933     $ 20,354,860   Pari-mutuel     2,471,366       3,621,556       3,604,700       4,868,243   Food and beverage     2,027,652       2,148,673       3,497,483       3,237,395   Other     1,459,092       2,009,612       2,441,130       2,951,748   Total Net Revenues     16,341,688       17,774,274       29,641,246       31,412,246                                     OPERATING EXPENSES:                                 Purse expense     2,105,265       2,513,655       3,440,238       3,951,296   Minnesota Breeders’ Fund     303,854       322,251       514,759       551,308   Other pari-mutuel expenses     291,698       323,482       481,307       528,180   Salaries and benefits     6,802,273       6,512,711       12,677,078       12,020,668   Cost of food and beverage and other sales     820,844       908,537       1,405,896       1,405,590   Depreciation and amortization     741,632       741,574       1,476,893       1,487,523   Utilities     409,871       412,690       798,720       771,074   Advertising and marketing     631,476       871,043       929,983       1,172,475   Professional and contracted services     1,568,821       1,269,398       2,573,046       2,209,877   Other operating expenses     1,603,499       1,208,262       2,727,048       2,197,348   Total Operating Expenses     15,279,233       15,083,603       27,024,968       26,295,339   Gain on sale of land     6,489,976       12,151       6,489,976       12,151   INCOME FROM OPERATIONS     7,552,431       2,702,822       9,106,254       5,129,058   OTHER INCOME (LOSS)                                 (Loss) gain from equity investment     ( 622,180 )     ( 534,393 )     1,236,332       ( 773,915 ) Interest income, net     497,274       205,300       896,449       398,140   Net Other (Loss) Income     ( 124,906 )     ( 329,093 )     2,132,781       ( 375,775 ) INCOME BEFORE INCOME TAXES     7,427,525       2,373,729       11,239,035       4,753,283   INCOME TAX EXPENSE     ( 2,135,000 )     ( 618,660 )     ( 3,176,000 )     ( 1,224,301 ) NET INCOME   $ 5,292,525     $ 1,755,069     $ 8,063,035     $ 3,528,982                                     Basic earnings per share   $ 1.08     $ 0.36     $ 1.64     $ 0.73   Diluted earnings per share   $ 1.07     $ 0.36     $ 1.64     $ 0.73   Weighted average basic shares outstanding     4,913,396       4,846,216       4,903,360       4,832,278   Weighted average diluted shares     4,930,713       4,874,339       4,929,531       4,863,731   Cash dividends declared per share   $ 0.07     $ 0.07     $ 0.14     $ 0.21    ​ See notes to condensed consolidated financial statements.   3       CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Unaudited)   For the three months ended June 30, 2023       Number of     Common     Additional     Retained               Shares     Stock     Paid-in Capital     Earnings     Total   Balance at March 31, 2023     4,910,408     $ 49,104     $ 26,084,008     $ 47,642,140     $ 73,775,252                                             Stock-based compensation     —       —       136,356       —       136,356   Dividend declared     —       —       —       ( 347,923 )     ( 347,923 ) 401(k) stock match     9,995       100       228,186       —       228,286   Issuance of deferred stock awards     8,568       85       ( 5,129 )     —       ( 5,044 ) Shares issued under Employee Stock Purchase Plan     4,873       49       94,584       —       94,633   Net income     —       —       —       5,292,525       5,292,525                                             Balance at June 30, 2023     4,933,844     $ 49,338     $ 26,538,005     $ 52,586,742     $ 79,174,085     For the six months ended June 30, 2023       Number of     Common     Additional     Retained               Shares     Stock     Paid-in Capital     Earnings     Total   Balance at December 31, 2022     4,888,975     $ 48,890     $ 25,914,644     $ 45,221,509     $ 71,185,043                                             Stock-based compensation     —       —       265,833       —       265,833   Dividend declared     —       —       —       ( 697,802 )     ( 697,802 ) 401(K) stock match     17,799       178       434,914       —       435,092   Issuance of deferred stock awards     22,197       221       ( 171,970 )     —       ( 171,749 ) Shares issued under Employee Stock Purchase Plan     4,873       49       94,584       —       94,633   Net income     —       —       —       8,063,035       8,063,035                                             Balance at June 30, 2023     4,933,844     $ 49,338     $ 26,538,005     $ 52,586,742     $ 79,174,085     For the three months ended June 30, 2022       Number of     Common     Additional     Retained               Shares     Stock     Paid-in Capital     Earnings     Total   Balance at March 31, 2022     4,839,297     $ 48,393     $ 24,944,077     $ 40,508,575     $ 65,501,045                                             Stock-based compensation     —       —       109,935       —       109,935   Dividend declared     —       —       —       ( 343,415 )     ( 343,415 ) 401(k) stock match     6,142       62       148,268       —       148,330   Issuance of deferred stock awards     22,215       222       ( 971 )     —       ( 749 ) Shares issued under Employee Stock Purchase Plan     4,939       49       72,505       —       72,554   Net income     —       —       —       1,755,069       1,755,069                                             Balance at June 30, 2022     4,872,593     $ 48,726     $ 25,273,814     $ 41,920,229     $ 67,242,769     For the six months ended June 30, 2022       Number of     Common     Additional     Retained               Shares     Stock     Paid-in Capital     Earnings     Total   Balance at December 31, 2021     4,812,085     $ 48,121     $ 24,894,571     $ 39,410,534     $ 64,353,226                                             Stock-based compensation     —       —       214,862       —       214,862   Dividend distribution     —       —       —       ( 1,019,287 )     ( 1,019,287 ) 401(K) stock match     13,753       138       304,902       —       305,040   Issuance of deferred stock awards     41,816       418       ( 213,026 )     —       ( 212,608 ) Shares issued under Employee Stock Purchase Plan     4,939       49       72,505       —       72,554   Net Income     —       —       —       3,528,982       3,528,982                                             Balance at June 30, 2022     4,872,593     $ 48,726     $ 25,273,814     $ 41,920,229     $ 67,242,769     See notes to condensed consolidated financial statements.   4       CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)       Six Months Ended June 30,       2023     2022   Operating Activities:                 Net income   $ 8,063,035     $ 3,528,982   Adjustments to reconcile net income to net cash provided by operating activities:                 Depreciation     1,476,893       1,487,523   Stock-based compensation expense     265,833       214,862   Stock-based employee match contribution     435,092       305,040   Gain on sale of land     ( 6,489,976 )     ( 12,151 ) Deferred income taxes     727,000       —   (Gain) loss from equity investment     ( 1,236,332 )     773,915   Changes in operating assets and liabilities:                 Accounts receivable     ( 1,150,784 )     ( 1,455,162 ) Employee retention credit     6,103,236       211,232   Increase in TIF receivable     ( 336,530 )     ( 332,369 ) Inventory, prepaid expenses and deposits     ( 167,281 )     ( 65,352 ) Income taxes receivable/payable and prepaid income taxes     872,000       ( 3,217,596 ) Operating lease right-of-use asset     9,712       9,052   Operating lease liabilities     ( 9,712 )     ( 9,052 ) Accounts payable     ( 146,824 )     1,499,494   Deferred revenue     562,410       623,690   Casino accruals     ( 443,421 )     ( 758,244 ) Accrued wages and payroll taxes     ( 224,026 )     1,064,631   Accrued property taxes     ( 420,737 )     ( 3,924 ) Payable to horsepersons     2,910,785       6,423,462   Net cash provided by operating activities     10,800,373       10,288,033                     Investing Activities:                 Additions to land, buildings, and equipment     ( 4,591,936 )     ( 1,710,954 ) Proceeds from sale of land     8,336,359       1,159,640   Equity investment contributions     —       ( 397,807 ) Increase in related party receivable     ( 198,342 )     ( 106,193 ) Net cash provided by (used in) investing activities     3,546,081       ( 1,055,314 )                   Financing Activities:                 Proceeds from issuance of common stock     94,633       72,554   Cash dividend paid to shareholders     ( 695,075 )     ( 678,981 ) Payments for taxes related to net share settlement of equity awards     ( 171,749 )     ( 212,608 ) Principal payments on finance lease     ( 14,044 )     ( 13,363 ) Net cash used in financing activities     ( 786,235 )     ( 832,398 )                   Net increase in cash, cash equivalents, and restricted cash     13,560,219       8,400,321                     Cash, cash equivalents, and restricted cash at beginning of period     16,106,003       15,598,753                     Cash, cash equivalents, and restricted cash at end of period   $ 29,666,222     $ 23,999,074     5     CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited)  ​ Schedule of non-cash investing and financing activities                 Additions to land, buildings, and equipment funded through accounts payable   $ 164,000     $ 314,000   Dividend declared but not yet paid     344,000       340,000   Change in investee losses in excess of equity investments     ( 1,286,000 )     1,012,000   ROU assets obtained in exchange for operating lease obligations     77,550       —                     Supplemental disclosure of cash flow information:                 Income taxes paid, net of refunds   $ 1,577,000     $ 4,442,000   Interest paid     —       9,000    ​ See notes to condensed consolidated financial statements.   6     CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES NOTES   TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS     1.     OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Business  – Canterbury Park Holding Corporation’s (the “Company,” “we,” “our,” or “us”) Racetrack operations are conducted at facilities located in Shakopee, Minnesota, approximately 25 miles southwest of downtown Minneapolis. In May  1994, the Company commenced year-round horse racing simulcast operations and hosted the first annual live race meet during the summer of 1995. The Company’s live racing operations are a seasonal business, as it typically hosts live race meets each year from May  until September. The Company earns additional pari-mutuel revenue by televising its live racing to out-of-state racetracks around the country. Canterbury Park’s Casino typically operates 24 hours a day, seven  days a week and is limited by Minnesota State law to conducting card play on a maximum of 80 tables. The Casino currently offers a variety of poker and table games. The Company’s three largest sources of revenues are from Casino operations, pari-mutuel operations, and food and beverage sales. The Company also derives revenues from related services and activities, such as admissions, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack. Additionally, the Company is developing underutilized land surrounding the Racetrack in a project known as Canterbury Commons™, with approximately 140 acres originally designated as underutilized. The Company has obtained and is pursuing several mixed-use development opportunities for this land, directly and through joint ventures.   Basis of Presentation and Preparation  – The accompanying condensed consolidated financial statements include the accounts of the Company (Canterbury Park Holding Corporation and its direct and indirect subsidiaries Canterbury Park Entertainment, LLC; Canterbury Park Concessions, Inc.; and Canterbury Development, LLC). Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.   These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2022, included in its Annual Report on Form  10 -K (the “ 2022 Form  10 -K”).   The condensed consolidated balance sheets and the related condensed consolidated statements of operations, stockholders’ equity, and the cash flows for the periods ended June 30, 2023 and 2022 have been prepared by Company management. In the opinion of management, all adjustments (which include only normal recurring adjustments, except where noted) necessary to present fairly the financial position, results of operations, statement of stockholders’ equity, and cash flows at June 30, 2023 and 2022 and for the periods then ended have been made.   Summary of Significant Accounting Policies – A detailed description of our significant accounting policies can be found in our most recent Annual Report on the 2022 Form 10 -K. There were no material changes in significant accounting policies during the three and six months ended June 30, 2023 .   Restricted Cash  – Restricted cash represents refundable deposits and amounts due to horsemen for purses, stakes and awards, and amounts accumulated in card game progressive jackpot pools, the player pool and poker promotional fund to be used to repay card players in the form of promotions, giveaways, prizes, or by other means.    Employee Retention Credit ("ERC")  – The Company qualified for federal government assistance through ERC provisions of the CARES Act passed in  2020,  for the  2020  second, third, and  fourth  quarters, as well as the  2021   first  and  second  quarters. The purpose of the ERC is to encourage employers to keep employees on the payroll, even if they are  not  working during the covered period because of the coronavirus outbreak. We recognize amounts to be refundable as tax credits if there is a reasonable assurance of compliance with grant conditions and receipt of credits. During the first six months of  2023, the Company received the payments in full and as of June 30, 2023 and December 31, 2022,  the Company's expected  one -time refunds totali ng $ 0 and $ 6,103,236 , respectively,  are included on the Condensed Consolidated Balance Sheets as an employee retention credit receivable. The Company recorded $ 6,103,236  on the Consolidated Statements of Operations as a credit to salaries and benefits expense in the 2021 fourth quarter.    7     Deferred Revenue  – Deferred revenue includes advance sales related to racing, events and corporate partnerships. Revenue from these advance billings is recognized when the related event occurs or services have been performed.    Payable to Horsepersons   - The Minnesota Pari-mutuel Horse Racing Act requires the Company to segregate a portion of funds (recorded as purse expense in the statements of operations) received from Casino operations and wagering on simulcast and live horse races, for future payment as purses for live horse races or other uses of the horsepersons’ association. Pursuant to an agreement with the Minnesota Horsemen’s Benevolent and Protective Association (“MHBPA”), the Company transferred into a trust account or paid directly to the MHB PA, $ 2,974,000 and $ 2,352,000  fo r the six months ended June 30, 2023 and 2022 , respectively, related to thoroughbred races. Minnesota Statutes provide that amounts transferred into the trust account are the property of the trust and not of the Company, and therefore these amounts are not recorded on the Company’s Condensed Consolidated Balance Sheet.   Revenue Recognition  – The Company’s primary revenues with customers consist of Casino operations, pari-mutuel wagering on simulcast and live horse races, and food and beverage transactions. We determine revenue recognition through the following steps:     ● Identification of the contract, or contracts, with a customer   ● Identification of the performance obligations in the contract   ● Determination of the transaction price   ● Allocation of the transaction price to the performance obligation in the contract   ● Recognition of revenue when, or as, we satisfy a performance obligation   The transaction price for a Casino contract is a set percentage of wagers and is recognized at the time that the wagering process is complete. The transaction price for pari-mutuel wagering is the commission received on a wager, exclusive of any track fees and is recognized upon occurrence of the live race that is presented for wagering and after that live race is made official by the respective state’s racing regulatory body. The transaction price for food and beverage contracts is the net amount collected from the customer for these goods. Food and beverage services have been determined to be separate, stand-alone performance obligations and the transaction price is recorded as revenue as the good is transferred to the customer when delivery is made.   Contracts for Casino operations and pari-mutuel wagering involve two performance obligations for those customers earning points under the Company’s loyalty program and a single performance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as these wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from what would result if the guidance were applied on an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone redemption value of the points earned, which is determined by the value of a point that can be redeemed for a cash voucher, food and beverage voucher, racing admission, valet parking, or racing forms. Based on past experience, the majority of customers redeem their points for cash vouchers. Therefore, there are no further performance obligations by the Company.   We have two general types of liabilities related to contracts with customers: ( 1 ) our MVP Loyalty Program and ( 2 ) outstanding chip liability. These are included in the line item Casino accruals on the consolidated balance sheet. We defer the full retail value of these complimentary reward items until the future revenue transaction occurs.   The Company offers certain promotional allowances at no charge to patrons who participate in its player rewards program.   We evaluate our on-track revenue, export revenue (as described below), and import revenue (as described below) contracts to determine whether we are acting as the principal or as the agent when providing services, to determine if we should report revenue on a gross or net basis. An entity acts as a principal if it controls a specified service before that service is transferred to a customer.   8     For on-track revenue and “import revenue,” that is revenue we generate for racing held elsewhere that our patrons wager on, we are entitled to retain a commission for providing a wagering service to our customers. For these arrangements, we are the principal because we control the wagering service; therefore, any charges, including simulcast fees, we incur for delivering the wagering service are presented as operating expenses.   For “export revenue,” when the wagering occurs outside our premises, our customer is the third -party wagering site such as a racetrack, Off Track Betting (“OTB”), or advance deposit wagering (“ADW”) provider. Therefore, the revenue we recognize for export revenue is the simulcast host fee we earn for exporting our racing signal to the third -party wagering site.     2.     STOCK-BASED COMPENSATION   Long Term Incentive Plan and Award of Deferred Stock   The Long Term Incentive Plan (the “LTI Plan”) authorizes the grant of Long Term Incentive Awards that provide an opportunity to Named Executive Officers (“NEOs”) and other Senior Executives to receive a payment in cash or shares of the Company’s common stock to the extent of achievement at the end of a period greater than one  year (the “Performance Period”) as compared to Performance Goals established at the beginning of the Performance Period. Beginning in 2020, and as a result of the COVID- 19 pandemic, the Company temporarily suspended the granting of performance awards under its LTI Plan, and instead granted deferred stock awards designed to retain NEOs and other senior executives in lieu of LTI Plan awards from 2020 through 2023.  In February 2022, the Compensation Committee made determinations regarding the achievement of 2021 performance goals and payouts under the 2019 - 2021 LTI Plan, which completed the performance period and awards under the 2019 - 2021 LTI Plan, and the last outstanding awards under the LTI Plan. Accordingly, there are no awards outstanding under the LTI Plan.   Board of Directors Stock Options, Deferred Stock Awards, and Restricted Stock Grants   The Company’s Stock Plan currently authorizes annual grants of restricted stock, deferred stock, stock options, or any combination of the three, to non-employee members of the Board of Directors at the time of the Company’s annual shareholders’ meeting as determined by the Board prior to each such meeting. Deferred stock awards represent the right to receive shares of the Company's common stock upon vesting. Options granted under the Plan generally expire 10  years after the grant date. Restricted stock and deferred stock grants to non-employee directors generally vest 100 % one  year after the date of the annual meeting at which they were granted, are subject to restrictions on resale for an additional year, and are subject to forfeiture if a board member terminates his or her board service prior to the shares vesting. The unvested deferred stock awards outstanding as of  June 30, 2023  to our non-employee directors consists of only the grant of deferred stock  on June 1, 2023 of 7,818  shares with a weighted average fair value per share of $ 23.01 . T here were no unvested restricted stock or stock options outstanding to any non-employee director at June 30, 2023 .   Employee Deferred Stock Awards   The Company's Stock Plan permits its Compensation Committee to grant stock-based awards, including deferred stock awards, to key employees and non-employee directors. The Company has made deferred stock grants to key employees that vest over one to four years. Deferred stock awards represent the right to receive shares of the Company's common stock upon vesting.   During the six months ended June 30, 2023 , the Company granted employees deferred stock awards totaling 19,020  shares of common stock, with a vesting term of approximately four years and a fair value of $ 25.52  per share. During the six months ended June 30, 2022 , the Company granted employees deferred stock awards totaling 18,600 shares of common stock, with a vesting term of approximately four years and a fair value of $ 21.62  per share.   9     Employee deferred stock transactions during the six months ended June 30, 2023 are summarized as follows:                Weighted               Average       Deferred     Fair Value       Stock     Per Share   Non-Vested Balance, December 31, 2022     41,200     $ 16.62   Granted     19,020       25.52   Vested     ( 20,050 )     14.33   Forfeited     ( 1,950 )     19.07   Non-Vested Balance, June 30, 2023     38,220     $ 22.13     There were no stock options outstanding to any employee or other person at June 30, 2023. Stock-based compensation expense related to the LTI Plan, deferred stock awards, and restricted stock awards is included on the Condensed Consolidated Statements of Operations and totaled approximat ely $ 266,000 and $ 215,000 for the six months ended June 30, 2023 and 2022 . At June 30, 2023, there was approximatel y $ 862,000 o f total unrecognized stock-based compensation expense related to unvested employee and board of director deferred stock awards that is expected to be recognized over a period of approximately 3.8  years.      3.     NET INCOME PER SHARE COMPUTATIONS   The following is a reconciliation of the numerator and denominator of the earnings per common share computations for the three and six months ended June 30, 2023 and 2022 :  ​     Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Net income (numerator) amounts used for basic and diluted per share computations:   $ 5,292,525     $ 1,755,069     $ 8,063,035     $ 3,528,982                                     Weighted average shares (denominator) of common stock outstanding:                                 Basic     4,913,396       4,846,216       4,903,360       4,832,278   Plus dilutive effect of stock options     17,317       28,123       26,171       31,453   Diluted     4,930,713       4,874,339       4,929,531       4,863,731                                     Net income per common share:                                 Basic   $ 1.08     $ 0.36     $ 1.64     $ 0.73   Diluted     1.07       0.36       1.64       0.73   ​   4.     GENERAL CREDIT AGREEMENT   The Company has a general credit and security agreement with a financial institution, which provides a revolving credit line up to $ 10,000,000  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. The line of credit also includes collateral in the form of a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents. The maturity date of the revolving line of credit is January 31, 2024. As of June 30, 2023 , the outstanding balance on the line of credit was $0.   10       5.     OPERATING SEGMENTS   The Company has four reportable operating segments: horse racing, Casino, food and beverage, and development. The horse racing segment primarily represents simulcast and live horse racing operations. The Casino segment represents operations of Canterbury Park’s Casino. The food and beverage segment represents food and beverage operations provided during simulcast and live racing, in the Casino, and during special events. The development segment represents our real estate development operations. The Company’s reportable operating segments are strategic business units that offer different products and services. They are managed separately because the segments differ in the nature of the products and services provided as well as process to produce those products and services. The Minnesota Racing Commission regulates the horse racing and Casino segments.   Depreciation, interest, and income taxes are allocated to the segments, but no allocation is made to the food and beverage segment for shared facilities. However, the food and beverage segment pays approximately 25 % of gross revenues earned on live racing and special event days to the horse racing segment for use of the facilities. Starting in  2020, the food and beverage segment has not paid a commission related to live racing to the horse racing segment subsequent to the Company's first temporary shutdown of operations starting March 16, 2020.    The following tables represent a disaggregation of revenues from contracts with customers along with the Company’s operating segments (in 000’s ):  ​     Six Months Ended June 30, 2023       Horse Racing     Casino     Food and Beverage     Development     Total   Net revenues from external customers   $ 5,789     $ 20,098     $ 3,754     $ —     $ 29,641   Intersegment revenues     158       —       568       —       726   Net interest income     451       —       —       445       896   Depreciation     1,313       75       89       —       1,477   Segment income (loss) before income taxes     ( 676 )     4,088       916       8,052       12,380   Segment tax expense (benefit)     ( 513 )     1,155       259       2,275       3,176         June 30, 2023   Segment Assets   $ 86,226     $ 2,275     $ 31,627     $ 33,699     $ 153,827    ​     Six Months Ended June 30, 2022       Horse Racing     Casino     Food and Beverage     Development     Total   Net revenues from external customers   $ 7,565     $ 20,355     $ 3,492     $ —     $ 31,412   Intersegment revenues     86       —       494       —       580   Net interest income     9       —       —       389       398   Depreciation     1,313       75       100       —       1,488   Segment income (loss) before income taxes     ( 124 )     5,125       811       ( 502 )     5,310   Segment tax expense (benefit)     ( 176 )     1,320       209       ( 129 )     1,224         December 31, 2022   Segment Assets   $ 71,338     $ 2,425     $ 30,341     $ 26,475     $ 130,579    ​ 11     The following are reconciliations of reportable segment revenues, income before income taxes, and assets, to the Company’s consolidated totals (in 000’s ):  ​     Six Months Ended June 30,       2023     2022   Revenues                 Total net revenue for reportable segments   $ 30,367     $ 31,992   Elimination of intersegment revenues     ( 726 )     ( 580 ) Total consolidated net revenues   $ 29,641     $ 31,412    ​ Income before income taxes                 Total segment income (loss) before income taxes   $ 12,380     $ 5,310   Elimination of intersegment (income) loss before income taxes     ( 1,141 )     ( 557 ) Total consolidated income before income taxes   $ 11,239     $ 4,753    ​     June 30,     December 31,       2023     2022   Assets                 Total assets for reportable segments   $ 153,827     $ 130,579   Elimination of intercompany balances     ( 51,662 )     ( 38,303 ) Total consolidated assets   $ 102,165     $ 92,276    ​ ​    6.      COMMITMENTS AND CONTINGENCIES   Effective on  December 21, 2021,  the Company entered into a Contribution and Indemnity Agreement ("Indemnity Agreement") with affiliates of Doran Companies ("Doran") in connection with the debt refinancing on the Doran Canterbury I, LLC joint venture. Under the Indemnity Agreement, the Company is obligated to indemnify Doran for loan payment amounts up to $ 5,000,000  only if the lender demands the loan guarantee by Doran. Effective on October 27, 2022, the Indemnity Agreement was amended to increase the maximum indemnification by an additional $ 700,000 .    The Company is periodically involved in various claims and legal actions arising in the normal course of business. Management believes that the resolution of any pending claims and legal actions at June 30, 2023 and as of the date of this report, will not have a material impact on the Company’s consolidated financial positions or results of operations.   In August 2018, the Company entered into a Contract for Private Redevelopment with the City of Shakopee in connection with a Tax Increment Financing District (“TIF District”). On January 25, 2022, the Company received the fully executed First Amendment to the Contract for Redevelopment among the Master Developer, the City and the Authority, which is effective as of September 7, 2021. Under this contract, the Company is obligated to construct certain infrastructure improvements within the TIF District, and will be reimbursed for the cost of TIF eligible improvements by the City of Shakopee by future tax increment revenue generated from the developed property, up to specified maximum amounts. The total amount of funding that Canterbury will be paid as reimbursement under the TIF program for these improvements is not guaranteed and will depend on future tax revenues generated from the developed property.   ​ 12       7.     COOPERATIVE MARKETING AGREEMENT   On March  4, 2012, the Company entered into a Cooperative Marketing Agreement (the "CMA") with the Shakopee Mdewakanton Sioux Community ("SMSC"). The primary purpose of the CMA was 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 was achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments had  no direct impact on the Company’s consolidated financial statements or operations.   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.   As noted above and affirmed in the Fifth Amendment, SMSC was obligated to make an annual purse enhancement of $ 7,380,000 and an annual marketing payment of $ 1,620,000 for 2022.     The amounts earned from the marketing payments were recorded as a component of other revenue and the related expenses were recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and  six months ended June 30, 2022,  the Company recorded $ 675,000 and $ 787,000  in other revenue, incurred $ 621,000 and $ 687,000 in advertising and marketing expense, and incurred $ 54,000 and $ 100,000  in depreciation related to the SMSC marketing funds. The excess of amounts received over revenue is reflected as deferred revenue on the Company’s consolidated balance sheets.   Under the CMA, the Company agreed for the term of the CMA that it would not promote or lobby the Minnesota legislature for expanded gambling authority and will support the SMSC’s lobbying efforts against expanding gambling authority.   The CMA expired by its terms on December 31, 2022. Accordingly, for the three and six months ended June 30, 2023, there were no purse enhancement payments or marketing payments under the CMA.    13       8.     REAL ESTATE DEVELOPMENT   Equity Investments   Doran Canterbury I, LLC    On April 2, 2018, the Company’s subsidiary Canterbury Development LLC, entered into an Operating Agreement (“Operating Agreement”) with an affiliate of Doran Companies (“Doran”), a national commercial and residential real estate developer, as the two members of a Minnesota limited liability company named Doran Canterbury I, LLC (“Doran Canterbury I”). Doran Canterbury I was formed as part of a joint venture between Doran and Canterbury Development LLC to construct an upscale apartment complex on land adjacent to the Company’s Racetrack (the “Project”).   On September 27, 2018, Canterbury Development LLC contributed approximately 13 acres of land as its equity contribution in the Doran Canterbury I joint venture and became a 27.4 % equity member. On December 20, 2018, financing for Doran Canterbury I was secured. Doran Canterbury I has completed developing Phase I of the Project, which includes 321  units, a heated parking ramp, and a clubhouse. As the Company is able to assert significant influence, but not control, over Doran Canterbury I’s operational and financial policies, the Company accounts for the joint venture as an equity method investment. For the three and  six months ended June 30, 2023, the Company recorded a loss of $ 596,000 and income o f $ 1,286,000 , respectively, on equity method investment related to this joint venture. The increased income for the  first half of 2023 related to this joint venture is due to the receipt of insurance proceeds related to an outstanding claim.  For the three and  six months ended June 30, 2022, the Company recorded $ 497,000 and $ 1,012,000 , respectively, in loss on equity method investments related to this joint venture. In accordance with U.S. GAAP, since we are committed to provide future member loans to Doran Canterbury I to cover the costs of construction or operating deficiencies, we also present as a liability in the accompanying Condensed Consolidated Balance Sheets the net balance recorded for our share of Doran Canterbury I's losses in excess of the amount funded into Doran Canterbury I, which was $ 1,900,000 and $ 3,186,000  at June 30, 2023  and December 31, 2022, respectively. See Note 10  of Notes to Financial Statements for a summary of member loans to Doran Canterbury I.   Doran Canterbury II, LLC     In connection with the execution of the Amended Doran Canterbury I Agreement, on August 18, 2018, Canterbury Development LLC entered into an Operating Agreement with Doran Shakopee, LLC as the two members of a Minnesota limited liability company entitled Doran Canterbury II, LLC (“Doran Canterbury II”). The Operating Agreement was amended and restated by the members effective July 30, 2020.  Under the Doran Canterbury II Operating Agreement, Doran Canterbury II will pursue development of Phase II of the Project. Phase II will include an additional 300 apartment units. Canterbury Development’s equity contribution to Doran Canterbury II for Phase II was approximately 10 acres of land, which were contributed to Doran Canterbury II on September  30, 2020. In connection with its contribution, Canterbury Development became a 27.4 % equity member in Doran Canterbury II with Doran owning the remaining 72.6 %. As the Company is able to assert significant influence, but not control, over Doran Canterbury II’s operational and financial policies, the Company accounts for the joint venture as an equity method investment. As of June 30, 2023, the proportionate share of Doran Canterbury II's earnings was immaterial. During the three and  six months ended June 30, the Company did not make any contributions as an equity investment contribution in Doran Canterbury II. During the three and sixth months ended June 30, 2022, the Company contributed approximately $ 58,000 and $ 398,000 as an equity investment contribution in Doran Canterbury II. Under the Operating Agreement, we are required to provide future member loans to Doran Canterbury II to cover the costs of construction or operating deficiencies. See Note 10  of Notes to Financial Statements for a summary of member loans to Doran Canterbury II.   Canterbury DBSV Development, LLC   On June 16, 2020, Canterbury Development LLC, entered into an Operating Agreement with an affiliate of Greystone Construction, as the two members of a Minnesota limited liability company named Canterbury DBSV Development, LLC ("Canterbury DBSV"). Canterbury DBSV was formed as part of a joint venture between Greystone and Canterbury Development LLC for a multi-use development on the 13 -acre land parcel located on the southwest portion of the Company’s racetrack. Canterbury Development LLC's equity contribution to Canterbury DBSV was approximately 13 acres of land, which were contributed to Canterbury DBSV on July 1, 2020. In connection with its contribution, Canterbury Development became a 61.87 % equity member in Canterbury DBSV. As the Company is able to assert significant influence, but not control, over Canterbury DBSV’s operational and financial policies, the Company accounts for the joint venture as an equity method investment.   For the three and  six months ended June 30, 2023, the Company recorded $ 26,000 and $ 52,000 , respectively, in loss on equity method investments related to this joint venture. For the three and six months ended June 30, 2022, the Company recorded a loss of $ 37,000 and income of $ 239,000 , respectively, on equity investment related to this joint venture.   The following table summarizes changes to the Equity investment and Investee losses in excess of equity investment lines on our consolidated balance sheets for the six months ended June 30, 2023:       Equity Investment     Investee losses in excess of equity investment     Net Equity Investment   Net Equity Investment Balance at 12/31/22   $ 6,863,517     $ ( 3,185,923 )   $ 3,677,594                             Q1 Equity investment income (loss)     ( 23,232 )     1,881,744       1,858,512                             Q2 Equity investment income (loss)     ( 26,071 )     ( 596,109 )     ( 622,180 )                           Net Equity Investment Balance at 6/30/23   $ 6,814,214     $ ( 1,900,288 )   $ 4,913,926     14     Tax Increment Financing   On August 8, 2018, the City Council of the City of Shakopee, Minnesota approved a Contract for Private Redevelopment (“Redevelopment Agreement”) between the City of Shakopee Economic Development Authority (“Shakopee EDA”) and Canterbury Park Holding Corporation and its subsidiary Canterbury Development LLC in connection with a Tax Increment Financing District (“TIF District”) that the City had approved in April 2018. The City of Shakopee, the Shakopee EDA and the Company entered into the Redevelopment Agreement on August 10, 2018.   Under the Original Agreement, the Company agreed to undertake a number of specific infrastructure improvements within the TIF District, and the City agreed that a portion of the tax revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing these improvements. Under the Original Agreement, the total estimated cost of TIF eligible improvements to be borne by the Company was $ 23,336,500 .   On  January 25, 2022,  the Company received the fully executed First Amendment to the Contract for Private Redevelopment (the “First Amendment”) among the Company, the City of Shakopee, and the Shakopee EDA, which is effective as of  September 7, 2021.  Under the First Amendment and as part of the authorized changes regarding the responsibilities of the Company and the City, improvements on Unbridled Avenue will be primarily constructed by the City of Shakopee. As a result, the total estimated cost of TIF eligible improvements to be borne by the Company was reduced by $ 5,744,000  to an amount  not  to exceed $ 17,592,881 . In order to reimburse the Company for the qualified costs related to constructing the developer improvements, the Authority will issue and the Company will receive a TIF Note in the maximum principal amount of $ 17,592,881 . The First Amendment also memorialized that the Company completed the Shenandoah Drive improvements as required prior to  December 31, 2019.  The City is obligated to issue bonds to finance the portion of the improvements required to be constructed by the City.    A detailed Schedule of the Public Improvements under the First Amendment, the timeline for their construction and the source and amount of funding is set forth in Exhibit  10.1  of the Form  8 -K filed on  January 31, 2022.  The Company expects to substantially complete the remaining developer improvements by  July 17, 2027  and will be reimbursed for costs of the developer improvements incurred by  no  later than  July 17, 2027.  The total amount of funding that the Company will be paid as reimbursement under the TIF program for these improvements is  not  guaranteed, however, and will depend in part on future tax revenues generated from the developed property.   As of June 30, 2023, the Company recorded a TIF receivable of approximately $ 13,631,000 , which represents $ 11,305,000  of principal and $ 2,326,000  of interest. Management believes future tax revenues generated from current development activity will exceed the Company's development costs and thus, management believes  no  allowance related to this receivable is necessary. As of December 31, 2022, the Company recorded a TIF receivable of approximately $ 13,294,000 , which represented $ 11,301,000  of principal and $ 1,993,000  of interest.    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.   Recently Closed Transactions under Real Estate Agreements   On April 28, 2023, the Company completed the sale of 37 acres of land to Bloomington Investments, LLC, an entity related to Swervo Development ("Swervo"), for total consideration of $ 8,800,000 . Included in this amount is $ 500,000 of cash being held in escrow related to a contingency for the now completed demolition of barns that existed on the land prior to the sale. The cash in escrow is currently recorded as a receivable on the Condensed Consolidated Balance Sheets. The land sold is situated adjacent to County Road 83 and Unbridled Avenue in the northeast corner of the Company's campus. With the land sale and government approvals now complete, Swervo expects construction of its planned 19,000 -capacity open air amphitheater to begin this Summer, with the venue opening anticipated to be Summer 2025. Following the land sale, Canterbury will continue the redevelopment of the horse stabling area, which serves its racing business, with new barns and a new dormitory complex.   9.     LEASES   The Company determines if an arrangement is a lease or contains a lease at inception. The Company leases some office equipment under finance leases. We also lease equipment related to our horse racing operations under operating leases. For lease accounting purposes, we do not separate lease and nonlease components, nor do we record operating or finance lease assets and liabilities for short term leases.   15     As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. We recognize expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements do not contain any variable lease payments, material residual value guarantees or any restrictive covenants.   Lease costs related to operating leases were $ 10,714  and $ 9,052  for the six months ended June 30, 2023 and 2022 . The total lease expenses for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or liability was $ 249,793  and $ 218,106  for the six months ended June 30, 2023 and 2022 , respectively.   Lease costs included in depreciation and amortization related to our finance leases were $ 11,945  and $ 12,468  for the six months ended June 30, 2023 and 2022 , respectively. Interest expense related to our finance leases was immaterial.   The following table shows the classification of the right of use assets on our consolidated balance sheets:         June 30,     December 31,     Balance Sheet Location   2023     2022   Assets                   Finance Land, buildings and equipment, net (1)   $ 4,929     $ 18,973   Operating Operating lease right-of-use assets     67,838       -   Total Leased Assets   $ 72,767     $ 18,973     1 – Finance lease assets are net of accumulated amortization of $ 120,630  and $ 106,586  as of June 30, 2023 and December 31, 2022, respectively.    The following table shows the lease terms and discount rates related to our leases:       June 30,     December 31,       2023     2022   Weighted average remaining lease term (in years):                 Finance     0.2       0.7   Operating     1.1       0.0   Weighted average discount rate (%):                 Finance     5.0 %     5.0 % Operating     8.0 %     0.0 %  ​ The maturity of operating leases and finance leases as of June 30, 2023 are as follows:   Six Months Ended June 30, 2023   Operating leases     Finance leases   2023 remaining   $ 16,071     $ 4,960   2024     26,785       —   2025     28,230       —   Total minimum lease obligations     71,086       4,960   Less: amounts representing interest     ( 3,248 )     ( 31 ) Present value of minimum lease payments     67,838       4,929   Less: current portion     ( 24,852 )     ( 4,929 ) Lease obligations, net of current portion   $ 42,986     $ —    ​ 16       10.  RELATED PARTY RECEIVABLES   Since 2019, the Company has made member loans to the Doran Canterbury I and the Doran Canterbury II joint ventures totaling approximately $ 2,365,000 and $ 2,269,000 as of June 30, 2023 and December 31, 2022, respectively. These member loans bear interest at the rate equal to the Prime Rate plus two percent per annum, and accrued interest totaled $ 387,000 and $ 275,000 as of June 30, 2023 and December 31, 2022, respectively. The Company expects to be fully reimbursed for these member loans as and when the joint ventures achieve positive cash flow. Under the Operating Agreements for Doran Canterbury I and Doran Canterbury II, the joint ventures must repay member loans before payments to members in accordance with their percentage interests.   The Company has also recorded related party receivables of approximately $ 2,000 and $ 11,000 as of June 30, 2023 and December 31, 2022, respectively, for various related costs incurred by the Company. The Company expects to be fully reimbursed for these costs by the related parties in 2023.       17        ITEM   2:      MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Canterbury Park Holding Corporation, our operations, our financial results and financial condition and our present business environment. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to the financial statements (the “Notes”).   Overview:   Canterbury Park Holding Corporation (the “Company,” “we,” “our,” or “us”) conducts pari-mutuel wagering operations and hosts “unbanked” card games at its Canterbury Park Racetrack and Casino facility (the “Racetrack”) in Shakopee, Minnesota, which is approximately 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 Casino at the Racetrack. The Casino typically operates 24 hours a day, seven days a week. The Casino offers both poker and table games at up to 80 tables. The Company also derives revenues from related services and activities, such as concessions, parking, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack.     18     Operations Review for the Three and Six Months Ended June 30, 2023 :   Revenues:   Total net revenues for the three months ended June 30, 2023 were $16,342,000, a decrease of $1,432,000, or 8.1%, compared to total net revenues of $17,774,000 for the three months ended June 30, 2022. Total net revenues for the six months ended June 30, 2023 were $29,641,000, a decrease of $1,771,000, or 5.6%, compared to total net revenues of $31,412,000 for the six months ended June 30, 2022. See below for a further discussion of our sources of revenues.   Casino Revenue:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Poker Games Collection   $ 1,842,000     $ 1,871,000     $ 3,821,000     $ 3,780,000   Other Poker Revenue     743,000       710,000       1,513,000       1,351,000   Total Poker Revenue     2,585,000       2,581,000       5,334,000       5,131,000                                     Table Games Collection     7,150,000       6,839,000       13,531,000       14,028,000   Other Table Games Revenue     649,000       574,000       1,233,000       1,196,000   Total Table Games Revenue     7,799,000       7,413,000       14,764,000       15,224,000                                     Total Casino Revenue   $ 10,384,000     $ 9,994,000     $ 20,098,000     $ 20,355,000       The primary source of Casino revenue is a percentage of the wagers received from players as compensation for providing the Casino facility and services, which is referred to as “collection revenue.” Other Poker Revenue and Other Table Games Revenue presented above includes fees collected for the administration of tournaments and the poker jackpot and amounts earned as reimbursement of the administrative costs of maintaining table games jackpot funds, respectively.   As indicated by the table above, total Casino revenue increased $390,000, or 3.9%, and decreased $257,000, or 1.3%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increase for the three months ended June 30, 2023 can be attributed to a higher average collection revenue rate in table games. The decrease in Casino revenue for the six months ended June 30, 2023 is primarily due to decreased attendance, potentially related to inclement weather experienced in the first three months of 2023, along with a decrease in consumer discretionary spending with our current inflationary environment.      Pari-Mutuel Revenue:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Simulcast   $ 1,090,000     $ 1,180,000     $ 1,942,000     $ 2,096,000   Live Racing     479,000       676,000       479,000       676,000   Guest Fees     451,000       1,315,000       451,000       1,315,000   Other revenue     451,000       451,000       733,000       781,000   Total Pari-Mutuel Revenue   $ 2,471,000     $ 3,622,000     $ 3,605,000     $ 4,868,000     Total pari-mutuel revenue decreased $1,150,000, or 31%, and $1,263,000, or 26%, for the three and six months ended June 30, 2023 compared to the same periods in 2022. The decrease in pari-mutuel revenues is primarily due to a decrease in live race days year-over-year (15 race days in 2023 compared to 25 race days in 2022) as well as decreased out-state-handle on our live racing product.    19     Food and Beverage Revenue:   Food and beverage revenue decreased $121,000, or 5.6%, and increased $260,000, or 8.0%, for the three and six months ended June 30, 2023 compared to the same periods in 2022. The decrease for the three months ended June 30, 2023 is primarily due to fewer live race days compared to the same period last year as mentioned above. The increase for the six months ended June 30, 2023 is primarily due to increased visitation for large scale special events, including the Snocross National Championship Series, that primarily took place in the first quarter.    Other Revenue:   Other revenue decreased $551,000, or 27.4%, and $510,000, or 17.3%, for the three and six months ended June 30, 2023 compared to the same periods in 2022. The decreases are primarily due to the expiration of the SMSC agreement as funds received from the agreement were used and subsequently recorded in other revenues as well as being recorded as operating, primarily advertising and marketing, expenses.    Operating Expenses:   Total operating expenses increased $196,000, or 1.3%, and $730,000, or 2.8%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The following paragraphs provide further detail regarding certain operating expenses.   Purse expense decreased $408,000, or 16.2%, and $511,000, or 12.9%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease for the three months ended June 30, 2023 is primarily due to the decrease in pari-mutuel revenues while the decrease for the six months ended June 30, 2023 is primarily due to decreases of both pari-mutuel and Casino revenues. The decreases in pari-mutuel revenue and Casino revenues are explained above.   Salaries and benefits increased $290,000, or 4.4%, and $656,000, or 5.5%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. 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. The Company also increased its 401(k) match percentage, effective January 1, 2023.   Cost of food and beverage sales decreased $88,000, or 9.7%, and remained relatively flat for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022.  The decrease for the three months ended June 30, 2023 was due to the decreased food and beverage revenue due to fewer race days as noted above.   Advertising and marketing costs  decreased $240,000, or 27.5%, and $242,000, or 20.7%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decreases are attributed to the expiration of the Cooperative Marketing Agreement mentioned above in the other revenues section.    20     Other operating expenses increased $395,000, or 32.7%, and $530,000, or 24.1%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increases are  primarily due to increased track maintenance costs, a settlement of a claim, and also the timing of miscellaneous repairs and maintenance year-over-year.     Other Income (Loss):   Other loss for the three months ended  June 30, 2023  was $125,000, an increase of $204,000, compared to a net other loss of $329,000 for the three months ended  June 30, 2023 . Other income for the six months ended  June 30, 2023  was $2,133,000, an increase of $2,509,000, compared to a net other loss of $376,000 for the six months ended  June 30, 2023 . The increase for the six months ended June 30, 2023 is primarily due to our share of insurance proceeds received on a claim by Doran Canterbury I. Also contributing to both the three and six month increases was increased interest income due to the Company transferring available cash into certificates of deposit as well as increasing interest rates related to our member loans to Doran Canterbury I and Doran Canterbury II.   During the 2023 second quarter, the Company recorded a gain on sale of land of $6,490,000 as a result of the sale of approximately 37 acres of land to an affiliate of Swervo Development for approximately $8,800,000 in total consideration. Included in this amount is $500,000 of cash being held in escrow related to a contingency for the now completed demolition of barns that existed on the land prior to the sale.   The Company recorded a provision for income taxes of $2,135,000 and $619,000 for the three months ended June 30, 2023 and 2022, respectively. The Company recorded a provision for income taxes of $3,176,000 and $1,224,000 for the six months ended June 30, 2023 and 2022, respectively. We record our quarterly provision for income taxes based on our estimated annual effective tax rate for the year. The increase in our tax expense for 2023 compared to 2022 is due to an increase in income before taxes from operations. Our effective tax rate was 28.7% and 28.3% for the three and six months ended June 30, 2023, respectively. Our effective tax rate was 26.1% and 25.8% for the three and six months ended June 30, 2022, respectively.  The increase in the effective tax rate is primarily the result of discrete items that occurred during the six months ended June 30, 2022.   The Company recorded net income of $5,293,000 and $8,063,000 for the three and six months ended June 30, 2023, respectively. The Company recorded net income of $1,775,000 and $3,529,000 for the three and six months ended June 30, 2022, respectively.   EBITDA   To supplement our financial statements, we also provide investors with information about our EBITDA and Adjusted EBITDA, each of which is a non-GAAP measure, which excludes certain items from net income, a GAAP measure. See the table below, which presents reconciliations of these measures to the GAAP equivalent financial measures. We define EBITDA as earnings before interest, income tax expense, and depreciation and amortization. We also compute Adjusted EBITDA, which reflects additional adjustments to Net Income to eliminate unusual or non-recurring items, as well as items relating to our real estate development operations and we believe the exclusion of these items allows for better comparability of our performance between periods and is useful in allowing greater transparency related to a significant measure used by management in its financial and operational decision-making. Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, excluding the impact of our real estate segment, and provides a perspective on the current effects of operating decisions relating to our core, non-real estate business. For the three and six months ended June 30, 2023, Adjusted EBITDA excluded depreciation relating to equity investments, gain on sale of land, a gain on insurance proceeds related to the equity investment in Doran Canterbury I, as well as amortization relating to equity investments, and interest expense related to equity investments. Neither EBITDA nor adjusted EBITDA is a measure of performance calculated in accordance with GAAP and should not be considered an alternative to, or more meaningful than, net income as an indicator of our operating performance. EBITDA is presented as a supplemental disclosure because we believe that, when considered with measures calculated in accordance with GAAP, EBITDA and Adjusted EBITDA provide a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes, and it is a widely used measure of performance and a basis for valuation of companies in our industry. Moreover, other companies that provide EBITDA or Adjusted EBITDA information may calculate EBITDA or Adjusted EBITDA differently than we do.   21     The following table sets forth a reconciliation of net income, a GAAP financial measure, to EBITDA and to adjusted EBITDA (defined above) which are non-GAAP financial measures, for the three and six months ended June 30, 2023 and 2022 :   Summary of EBITDA Data  ​     Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   NET INCOME   $ 5,292,525     $ 1,755,069     $ 8,063,035     $ 3,528,982   Interest income, net     (497,274 )     (205,300 )     (896,449 )     (398,140 ) Income tax expense     2,135,000       618,660       3,176,000       1,224,301   Depreciation     741,632       741,574       1,476,893       1,487,523   EBITDA     7,671,883       2,910,003       11,819,479       5,842,666   Gain on sale of land     (6,489,976 )     (12,151 )     (6,489,976 )     (12,151 ) Gain on insurance proceeds related to equity investments     —       —       (2,528,901 )     —   Depreciation and amortization related to equity investments     435,211       474,352       875,975       895,675   Interest expense related to equity investments     402,795       192,170       825,056       384,983   ADJUSTED EBITDA   $ 2,019,913     $ 3,564,374       4,501,633       7,111,173    ​ Adjusted EBIT DA decreased $1,544,000, or 43.3%, and $2,610,000, or 36.7%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease in Adjusted EBITDA is primarily due to decreased Pari-mutuel and Casino revenues noted above. Furthermore, for the six months ended June 30, 2023, Adjusted EBITDA was reduced by insurance proceeds received by the Company's equity investment related to an insurance claim by the Doran Canterbury I, LLC joint venture, which was not present in other periods. For the three and six months ended June 30, 2023, Adjusted EBITDA as a percentage of net revenue was 12.4% and 15.2%, respectively. For the three and six months ended June 30, 2022, Adjusted EBITDA as a percentage of net revenue was 20.1% and 22.6%, respectively.   Contingencies:   The Company continues to analyze the feasibility of various options related to the development of our underutilized land. The Company may incur substantial costs during the feasibility and predevelopment process, but the Company believes available funds are sufficient to cover the near-term costs. See Liquidity and Capital Resources for more information on liquidity and capital resource requirements.   22     Liquidity and Capital Resources:   The Company's primary source of liquidity and capital resources have been and are expected to be cash flow from operations and cash available under our revolving line of credit. The Company has a general credit and security agreement with a financial institution, which provides a revolving credit line up to $10,000,000 and allows for letters of credit in the aggregate amount of up to $2,000,000 to be issued under the credit agreement which matures January 31, 2024. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. The line of credit also includes collateral in the form of a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents. As of June 30, 2023 , the outstanding balance on the line of credit was $0. The Company did not borrow on the revolving line of credit during the quarter ended June 30, 2023. As of June 30 , 2023 , the Company was in compliance with the financial covenants of the general credit and security agreement.   The Company’s cash, cash equivalents, and restricted cash balance at June 30, 2023 was $29,666,000 compared to $16,106,000 as of December 31, 2022 . 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 and future land sales, will be sufficient to satisfy its ongoing liquidity and capital resource requirements for regular operations, as well as its planned development expenses for the next twelve months. The Company intends to allocate substantially all of the net proceeds from the sale of the 37 acres of land to Bloomington Investments, LLC, an entity related to Swervo Development ("Swervo"), for total consideration of $8,800,000, to the redevelopment of the horse stabling area, which serves its racing business, with new barns and a new dormitory complex. The Company may seek additional financing to complete the redevelopment of the horse stabling area. Furthermore, if the Company engages in additional significant real estate development, significant improvements to its facilities, the Racetrack or surrounding grounds, or strategic growth or diversification transactions, additional financing would more than likely be required and the Company may seek this additional financing through joint venture arrangements, through incurring debt, or through an equity financing, or a combination of any of these.   Operating Activities   Trends in our operating cash flows tend to follow trends in operating income but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds. Net cash provided by operating activities for the six months ended June 30, 2023 was $10,800,000, primarily as a result of the following: the Company reported net income of $8,063,000, depreciation of $1,477,000, deferred income taxes of $727,000, and stock-based compensation and 401(k) match totaling $701,000, offset by a gain from equity investment of $1,236,000 and a gain on land sale of $6,490,000. Primarily due to timing of larger development related transactions as well as the timing of our live racing season, the Company experienced an increase due to cash received related to an employee retention credit receivable of $6,103,00 0, a decrease to  income taxes receivable and prepaid income taxes of $872,000, and an increase  to payable to horsepersons of $2,911,000, offset by an increase in accounts receivable of $1,151,000  f or the six months ended June 30, 2023 .    Net cash provided by operating activities for the six months ended June 30, 2022 was $10,288,000, primarily as a result of the following: the Company reported net income of $3,529,000, depreciation of $1,488,000, a loss from equity investment of $774,000, and stock-based compensation and 401(k) match totaling $520,000. Primarily due to timing of our live racing season, the Company also experienced an increase in accounts payable of $1,499,000 and an increase to payable to horsepersons of $6,423,000, offset by a decrease in accounts receivable of $1,455,000 and income taxes receivable and prepaid income taxes of $4,482,000 for the six months ended June 30, 2022.    Investing Activities  ​ Net cash provided by investing activities for the six months ended June 30, 2023  was $3,546,000, primarily due to proceeds received from the sale of land, offset by additions to land, buildings, and equipment.    Net cash used in investing activities for the first six months of 2022 was $1,055,000, primarily due to additions to land, buildings, and equipment and equity investment contributions.     Financing Activities   Net cash used in financing activities for the six months ended June 30, 2023 was $786,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards.   Net cash used in financing activities during the first six months of 2022 was $832,000, primarily due to cash dividends paid to shareholders and payments for taxes of equity awards.    Critical Accounting Policies Estimates:   The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires us to make estimates and judgments that are subject to an inherent degree of uncertainty. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. The development and selection of critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board of Directors. We believe the current assumptions and other considerations used to estimate amounts reflected in our Condensed Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our Condensed Consolidated Financial Statements, the resulting changes could have a material adverse effect on our financial condition, results of operations and cash flows.   23     Estimate of the allowance for doubtful accounts - Property Tax Increment Financing "TIF" Receivable     As of June 30, 2023 , the Company recorded a TIF receivable on its Consolidated Balance Sheet of approximately $13,631,000, which represents $11,305,000 of principal and $2,326,000 of interest. The TIF receivable requires significant management estimates and judgement pertaining to whether an allowance for doubtful accounts is necessary. The TIF receivable was generated in connection with the Contract for Private Redevelopment, in which the City of Shakopee has agreed that a portion of the future tax increment revenue generated from the developed property around the Racetrack will be paid to the Company to reimburse it for expenses in constructing public infrastructure improvements.   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 potential uncollectability exist. The Company utilizes the assistance of a third party to assist with the projected tax increments. The quantitative analysis includes assumptions based on the market values of the completed development projects within Canterbury Commons, which derives the future projected tax increment revenue. The Company uses the analysis to determine if the future tax increment revenue will exceed the Company's development costs on infrastructure improvements. As a result of our analysis for the year ended December 31, 2022, management believes the TIF receivable will be fully collectible and no allowance related to this receivable is necessary. There were no indicators of potential uncollectability in the quarter ended June 30, 2023 .    Cooperative Marketing Agreement:   On June 4, 2012, the Company entered into a Cooperative Marketing Agreement (the "CMA") with the SMSC. The primary purpose of the CMA was 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 was achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments had no direct impact on the Company’s consolidated financial statements or operations.   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.   As noted above and affirmed in the Fifth Amendment, SMSC paid the required annual purse enhancement of $7,380,000 and annual marketing payment of $1,620,000 for 2022.    The amounts earned from the marketing payments were recorded as a component of other revenue and the related expenses were recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and  six months ended June 30, 2022, the Company recorded $675,000 and $787,000 in other revenue, incurred $621,000 and $687,000 in advertising and marketing expense, and incurred $54,000 and $100,000 in depreciation related to the SMSC marketing funds. The excess of amounts received over revenue is reflected as deferred revenue on the Company’s consolidated balance sheets.   Under the CMA, the Company agreed for the term of the CMA that it would not promote or lobby the Minnesota legislature for expanded gambling authority and will support the SMSC’s lobbying efforts against expanding gambling authority.   The CMA expired by its terms on December 31, 2022.  Accordingly, for the three and six months ended June 30, 2023, there were no purse enhancement payments or marketing payments under the CMA.   24     Redevelopment Agreement:   As mentioned above in Note 8 of Notes to Financial Statements, on August 10, 2018, the City of Shakopee, the City of Shakopee Economic Development Authority, and the Company entered into a Redevelopment Agreement in connection with a Tax Increment Financing District (“TIF District”) that the City had approved in April 2018. Under the Redevelopment Agreement, the Company has agreed to undertake a number of specific infrastructure improvements within the TIF District, including the development of public streets, utilities, sidewalks, and other public infrastructure and the City of Shakopee agreed that a portion of the tax revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing these improvements. The Company expects to finance its improvements under the Redevelopment Agreement with funds from its current operating resources and existing credit facility and, potentially, third-party financing sources.   On January 25, 2022, the Company received the fully executed First Amendment to the Contract for Private Redevelopment among the Company, the City of Shakopee, and the Shakopee EDA, which is effective as of September 7, 2021. Under the First Amendment and as part of the authorized changes regarding the responsibilities of the Company and the City, improvements on Unbridled Avenue will be primarily constructed by the City of Shakopee. As a result, the total estimated cost of TIF eligible improvements to be borne by the Company was reduced by $5,744,000 to an amount not to exceed $17,592,881.    Forward-Looking Statements:   From time-to-time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, prospective business activities or plans that are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to:     ● Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside of our control.     ● Because purse enhancement payments and marketing payments under our CMA with SMSC will not continue after December 31, 2022, we have experienced decreased revenue and profitability from live racing.     ● We may not be able to attract a sufficient number of horses and trainers to achieve above average field sizes.     ● We face significant competition, both directly from other racing and gaming operations and indirectly from other forms of entertainment and leisure time activities, which could have a material adverse effect on our operations.     ● Nationally, the popularity of horse racing has declined     ● A lack of confidence in the integrity of our core businesses could affect our ability to retain our customers and engage with new customers.     ● Horse racing is an inherently dangerous sport and our racetrack is subject to personal injury litigation.     ● Our business depends on using totalizator services.     ● Inclement weather and other conditions may affect our ability to conduct live racing.   25       ● Our business and operations have been, and may in the future, be adversely affected by epidemics, pandemics, outbreaks of disease, and other adverse public health developments, including COVID-19.     ● We are subject to changes in the laws that govern our business, including the possibility of an increase in gaming taxes, which would increase our costs, and changes in other laws may adversely affect our ability to compete.     ● We are subject to extensive regulation from gaming authorities that could adversely affect us.     ● We rely on the efforts of our partner Doran for the development and profitable operation of our Triple Crown Residences at Canterbury Park joint venture.     ● We rely on the efforts of our partner Greystone Construction for a new development project.     ● We may not be successful in executing our real estate development strategy.     ● We are obligated to make improvements in the TIF district and will be reimbursed only to the extent of future tax revenue.     ● An increase in the minimum wage mandated under Federal or Minnesota law could have a material adverse effect on our operations and financial results.     ● We may be adversely affected by the effects of inflation     ● The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties.     ● Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.     ● We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business.     ● Other factors that are beyond our ability to control or predict.   ITEM   3:      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   Not Applicable.  ​ ITEM   4:      CONTROLS AND PROCEDURES     (a) Evaluation of Disclosure Controls and Procedures:   The Company’s President and Chief Executive Officer, Randall D. Sampson and Chief Financial Officer, Randy J. Dehmer, have reviewed the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon this review, these officers have concluded that the Company’s disclosure controls and procedures are effective.   26       (b) Changes in Internal Control over Financial Reporting:   There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  ​ PART   II OTHER INFORMATION   Item 1.       Legal Proceedings   Not Applicable.  ​ Item 1A.    Risk Factors  ​ The most significant risk factors applicable to the Company are described in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes from the risk factors previously disclosed.  ​ Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds   Not Applicable.    Item 3.       Defaults upon Senior Securities   Not Applicable.  ​ Item 4.       Mine Safety Disclosures   Not Applicable.  ​ Item 5.       Other Information  ​ During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.   27     Item 6.      Exhibits  ​ 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (rules 13a-14 and 15d-14 of the Exchange Act). ​ ​ 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (rules 13a-14 and 15d-14 of the Exchange Act). ​ ​ 32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). ​ ​ 99.1 Press Release dated August 10, 2023 announcing 2023 Second Quarter Results. ​ ​ 101 The following financial information from Canterbury Park Holding Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, formatted in Inline eXtensible Business Reporting Language XBRL: (i) Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, (ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and June 30, 2022, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and June 30, 2022, (iv) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and June 30, 2022, and (v) Notes to Financial Statements.     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).  ​   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  ​ ​ ​ ​ Canterbury Park Holding Corporation   ​ ​ Dated: August 11, 2023 /s/ Randall D. Sampson ​ ​Randall D. Sampson  ​ President and Chief Executive Officer (principal executive officer)     ​ ​ Dated: August 11, 2023 /s/ Randy J. Dehmer   Randy J. Dehmer   ​Chief Financial Officer (principal financial officer, principal accounting officer)    ​ 28