Item 7. Management’s Discussion and Analysis
Item 7. 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 consolidated financial statements and the accompanying notes to the consolidated financial statements (the “Notes”). Our actual results could differ materially from those anticipated in the forward-looking statements included in this discussion as a result of certain factors, including, but not limited to, those discussed in “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
STRATEGIC OVERVIEW
Canterbury Park Holding Corporation (the “Company,” “we,” “our,” or “us”) hosts pari-mutuel wagering on thoroughbred and quarter horse races and “unbanked” card games at its Canterbury Park Racetrack and Casino facility (the “Racetrack”) in Shakopee, Minnesota, which is approximately 20 miles southwest of downtown Minneapolis. The Racetrack is the only facility in the State of Minnesota that offers live pari-mutuel thoroughbred and quarter horse racing.
The Company’s pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack each year from May through September and year-round wagering on races primarily held at out-of-state racetracks that are televised simultaneously at the Racetrack (“simulcasting”). Unbanked card games, in which patrons compete against each other and not the house, are hosted in the Casino at the Racetrack. The Casino operates 24 hours a day, 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 food and beverage, parking, advertising signage, publication sales, and from other entertainment events and activities held at the Racetrack.
In 2023, Canterbury Development continued to pursue various development opportunities that began in 2015 for its underutilized land in a project known as Canterbury Commons. These development opportunities have included contributions of land to joint ventures, three as of the end of December 2023, and sales of parcels of land to third parties that will then develop the property. Our long-term strategic direction is to continue to enhance our Racetrack as a unique gaming and entertainment destination and develop the approximat ely 40 acres of underutilized land not needed for our Racetrack Operations.
The following summarizes our financial performance for the last five years (in 000’s):
Financial Performance Summary
2023
2022
2021
2020
2019
Net Revenues
$
61,437
$
66,824
$
60,400
$
33,140
$
59,227
Operating Expenses
56,426
55,943
42,882
(1)
34,882
55,591
(2)
Gain on Transfer/Sale of Land
6,490
12
264
2,368
—
Income (Loss) Before Income Taxes
14,980
10,235
15,798
(189
)
3,963
Income Tax (Expense) Benefit
(4,417
)
(2,722
)
(3,999
)
1,251
(1,244
)
Net Income
10,563
7,513
11,798
1,062
2,718
1
During fiscal year 2021, the Company reduced operating expenses $6,314,000 by recording an employee retention credit, a refundable tax credit.
2
During fiscal year 2019, the Company reduced operating expenses $21,000 by recording a gain on insurance recoveries.
21
EMPLOYEE RETENTION CREDIT
The employee retention credit (“ERC”), as originally enacted on March 27, 2020 by the CARES Act, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020, and before January 1, 2021. The Taxpayer Certainty and Disaster Tax Relief Act (the “Relief Act”), enacted on December 27, 2020, amended, and extended the ERC. The Relief Act extended and enhanced the ERC for qualified wages paid after December 31, 2020 through June 30, 2021. Under the Relief Act, eligible employers may claim a refundable tax credit against certain employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021. 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.
The Company qualified for federal government assistance through the ERC provisions for the second, third, and fourth quarters of 2020, as well as the first and second quarters of 2021. We recognize government grants for which there is a reasonable assurance of compliance with grant conditions and receipt of credits. The Company's expected one-time refunds at December 31, 2023 and 2022 were $0 and $6,103,236, respectively, and are included on the Consolidated Balance Sheets as an employee retention credit receivable. As indicated, the Company received its remaining employee retention credit receivable in 2023.
OPERATIONS REVIEW
YEAR ENDED December 31, 2023 COMPARED TO YEAR ENDED December 31, 2022
EBITDA represents earnings before interest income, income tax expense, depreciation, and amortization. EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles in the United States of America ("GAAP"), and should not be considered an alternative to, or more meaningful than, net income as an indicator of our operating performance or cash flows from operating activities as a measure of liquidity. We present EBITDA as a supplemental disclosure for our Racetrack Operations because it is a widely used measure of performance of and basis for valuation of companies in the gaming industry. Other companies that provide EBITDA information may calculate EBITDA differently than we do. We also compute Adjusted EBITDA, a non-GAAP measure, which reflects additional adjustments to EBITDA to eliminate unusual or non-recurring items, as well as items relating to our real estate development operations. For the year ended December 31, 2023, Adjusted EBITDA excluded from EBITDA stock-based compensation (which includes the Company's 401(k) match in stock contribution), the gain on sale of land, loss on disposal of assets, insurance proceeds received by the Company's equity investment and depreciation, and amortization and interest related to equity investments. For the year ended December 31, 2022, Adjusted EBITDA excluded from EBITDA stock-based compensation (which includes the Company's 401(k) match in stock contribution), the gain on saleof land, loss on disposal of assets, and depreciation, and amortization and interest related to equity investments.
The following table sets forth a reconciliation of net income, a GAAP financial measure, to EBITDA and Adjusted EBITDA (defined above), which are non-GAAP measures, for the years ended:
SUMMARY OF EBITDA DATA
Year Ended December 31,
2023
2022
NET INCOME
$
10,563,249
$
7,512,946
Interest income, net
(1,978,122
)
(909,958
)
Income tax expense
4,417,000
2,721,800
Depreciation
3,145,372
2,981,168
EBITDA
16,147,499
12,305,956
Stock-based compensation
1,378,373
1,068,366
Loss on disposal of assets
157,160
157,435
Gain on sale of land
(6,489,976
)
(12,151
)
Gain on insurance proceeds related to equity investments
(4,227,701
)
—
Depreciation and amortization related to equity investments
1,753,256
1,782,870
Interest expense related to equity investments
1,727,192
907,099
ADJUSTED EBITDA
$
10,445,803
$
16,209,575
Adjusted EBITDA decreased $5,764,000, or 35.6%, for 2023 compared to 2022. For 2023, Adjusted EBITDA as a percentage of net revenue was 17.0%. For 2022, Adjusted EBITDA as a percentage of net revenue was 24.3%.
22
REVENUES
Total net revenues for 2023 were $61,437,000, a decrease of $5,387,000, or 8.1%, compared to total net revenues of $66,824,000 for 2022. For 2023 as compared to 2022, total pari-mutuel revenue decreased 24.7%, Casino revenue decreased 1.1%, food and beverage revenue decreased 4.8%, and other revenue decreased 24.9%. See below for a further discussion of our sources of revenues for each of our pari-mutuel, Casino, food and beverage, and other revenues.
CASINO REVENUES
Year Ended December 31,
2023
2022
Poker Games Collection
$
7,477,000
$
7,607,000
Other Poker Revenue
3,016,000
2,875,000
Total Poker Revenue
10,493,000
10,482,000
Table Games Collection
26,970,000
27,392,000
Other Table Games Revenue
2,318,000
2,345,000
Total Table Games Revenue
29,288,000
29,737,000
Total Casino Revenue
$
39,781,000
$
40,219,000
The primary source of Casino revenue is a percentage of the wagers received from the players as compensation for providing the Casino facility and services, referred to as “collection revenue.” Other Revenue presented above includes fees collected for the administration of tournaments and amounts earned as reimbursement of the administrative costs of maintaining jackpot funds. Casino revenue represented 64.8% and 60.2% of the Company’s net revenues for the years ended December 31, 2023 and 2022, respectively.
Total Casino revenue decreased $438,000, or 1.1%, in 2023 compared to 2022.The decrease is primarily due to a decrease in live race days year-over-year.
PARI-MUTUEL REVENUES
Year Ended December 31,
2023
2022
Simulcast
$
3,717,000
$
3,862,000
Live racing
1,526,000
1,890,000
Guest fees
1,582,000
3,517,000
Other revenue
1,429,000
1,689,000
Total Pari-Mutuel Revenue
$
8,254,000
$
10,958,000
Racing Days
Simulcast only racing days
311
300
Live and simulcast racing days
53
64
Total Number of Racing Days
364
364
Simulcast and Live Racing pari-mutuel revenues include commission and breakage revenues from on-track live and simulcast wagering. We receive guest fees from out-of-state racetracks and ADW companies for out-of-state wagering on our live races. Other revenues include source market fees paid by ADW companies for wagers made by Minnesota residents on out-of-state races and proceeds from unredeemed pari-mutuel tickets.
Total 2023 pari-mutuel revenue decreased $2,704,000, or 24.7%, compared to 2022 . The decrease in revenue in 2023 compared to 2022 is primarily due to a decrease in live race days year-over-year (53 race days in 2023 compared to 64 race days in 2022) as well as decreased guest fees from out-state-handle on our live racing product on a per day basis due to decreased field size.
23
FOOD AND BEVERAGE REVENUES
Food and beverage revenue decreased $398,000, or 4.8%, to $7,829,000 for the year ended December 31, 2023 compared to 2022 . The decrease in food and beverage revenues is primarily due to Twin Cities Summer Jam not taking place in 2023 as it did during the third quarter of 2022.
OTHER REVENUES
Other revenue, consisting of admission revenues, corporate sponsorships, space rentals, and other miscellaneous activities, decreased $1,847,000, or 24.9%, to $5,573,000 in 2023 compared to 2022 . The decrease is primarily due to the expiration of the CMA as marketing funds received from the agreement were used and subsequently recorded in other revenues as well as being recorded as operating expenses, primarily advertising and marketing.
OPERATING EXPENSES
Total operating expenses increased $483,000, or 0.9%, to $56,426,000 in 2023 , from $55,943,000 in 2022 . An explanation of changes in specific categories of operating expense is set forth below. Total operating expenses as a percentage of net revenues increased to 91.8% in 2023 from 83.7% in 2022 , which was a result of decreased net revenues for 2023 as compared to 2022.
Total purse expense decreased $930,000, or 10.9%, in 2023 compared to 2022 . The decrease is due primarily to the decrease in pari-mutuel revenues. This also resulted in a decrease in Minnesota Breeders' Fund (the "MBF") expense (shown below). As discussed in greater detail in Item 1 above, Minnesota law requires us to allocate a portion of Casino revenues, wagering handle on simulcast and live horse races, and ADW source market fees for future payment as purses for live horse races and other authorized uses. While most of these amounts were paid into the purse funds for thoroughbred and quarter horse races, Minnesota law requires that a portion of the amounts allocated for purses be paid into the MBF.
Minnesota Breeders’
Purse Expense
Fund Expense
2023
2022
2023
2022
Casino
$
4,797,000
$
4,852,000
$
533,000
$
539,000
Simulcast Racing
1,435,000
1,477,000
442,000
482,000
Live Racing
1,368,000
2,201,000
79,000
98,000
Total
$
7,600,000
$
8,530,000
$
1,054,000
$
1,119,000
Salaries and benefits expense increased $1,136,000, or 4.7%, in 2023 compared to 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 $209,000, or 6.4%, in 2023 compared to 2022 . The decrease is primarily due to the decreased food and beverage revenue due to Twin Cities Summer Jam not taking place in 2023 as noted above.
Advertising and marketing costs decreased $1,030,000, or 33.2%, in 2023 compared to 2022 . The decrease is primarily attributable to the expiration of the Cooperative Marketing Agreement mentioned above in the other revenues section.
Professional and contracted service expenses increased $1,209,000, or 25.3% in 2023 compared to 2022. The increase is primarily attributable to long-term strategic growth initiatives being pursued as part of the execution on our five-year strategic plan focused on growing Casino revenue.
During 2023, the Company recorded a gain on sale of land of $6,490,000 as of result of the sale of approximately 37 acres of land to an affiliate of Swervo Development for approximately $8,800,000 in total consideration. During 2022, the Company recorded a gain on sale of land of $12,000 as of result of the sale of approximately 4.2 acres of land for approximately $1,200,000 in gross proceeds.
During 2023, the Company performed a review of any fixed assets that were no longer in service at December 31, 2023. As a result of this review, management determined to dispose of assets resulting in a loss on disposal of $223,000 during the fourth quarter of 2023. In addition to this write-off, the Company had multiple additional asset disposals for a gain of $ 66,000, resulting in a net loss on disposal of assets of $157,000 for the year ended December 31, 2023. During 2022, the Company performed a review of any fixed assets that were no longer in service at December 31, 2022. As a result of this review, management determined to dispose of assets resulting in a loss on disposal of $175,000 during the fourth quarter of 2022. In addition to this write-off, the Company had multiple additional asset disposals for a gain of $18,000, resulting in a net loss on disposal of assets of $157,000 for the year ended December 31, 2022.
24
OTHER INCOME (LOSS), NET
Other income, net, for the year ended December 31, 2023 was $3,479,000, an increase of $4,137,000, compared to an other loss, net, of $658,000 for the year ended December 31, 2022. The increase for the 2023 is primarily due to our share of a gain recognized on insurance proceeds received on a claim by Doran Canterbury I. The Company's portion of the gain on insurance proceeds recognized by Doran Canterbury I was $4,228,000. Also contributing to the 2023 increase was increased interest income of approximately $1,068,000 year-over-year, due to the Company transferring available cash into certificates of deposit and money market funds as well as increasing interest rates related to our member loans to Doran Canterbury I and Doran Canterbury II.
The Company recorded a provision for income taxes of $4,417,000 and $2,722,000 for 2023 and 2022, respectively. The increase in our tax expense for 2023 compared to 2022 is due to an increase in income before taxes from operations, primarily related to the gain on land sale mentioned above. Our effective tax rate was 29.5% a nd 26.6% for 2023 and 2022, respectively.
Net income for the years 2023 and 2022 was $10,563,000 an d $7,513,000, respectively.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the Consolidated Financial Statements in accordance with GAAP requires us to make estimates and judgments that are subject to an inherent degree of uncertainty. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. The development and selection of critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board of Directors. We believe the current assumptions and other considerations used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our Consolidated Financial Statements, the resulting changes could have a material adverse effect on our financial condition, results of operations, and cash flows.
Estimate of the allowance for doubtful accounts - Property Tax Increment Financing "TIF" Receivable
As of December 31, 2023, the Company recorded a TIF receivable of approximately $13,973,000, which represents $11,307,000 of principal and $2,666,000 of interest. The TIF receivable requires significant management estimates and judgement pertaining to expected future tax revenue, the Company's development cost on infrastructure improvements, and 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 the receivable to be potentially uncollectable exist. The Company utilizes 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 expected 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, 2023, management believes the TIF receivable will be fully collectible and no allowance related to this receivable is necessary.
COOPERATIVE MARKETING AGREEMENT
The amounts received from the marketing payments under the CMA 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 consolidated statements of operations. For the year ended December 31, 2022, the Company recorded $1,920,000 in other revenue and incurred $1,698,000 in advertising and marketing expense and $222,000 in depreciation related to the SMSC marketing payment.
The CMA expired by its terms on December 31, 2022. Accordingly, for the year ended December 31, 2023, there were no purse enhancement payments or marketing payments under the CMA.
COMMITMENTS AND CONTINGENCIES
Effective December 21, 2021, the Company entered into a Contribution and Indemnity Agreement ("Indemnity Agreement") with affiliates of Doran Companies ("Doran") relating to debt financing by Doran Canterbury I, LLC as borrower, which is guaranteed by Doran affiliates. Under the Indemnity Agreement, the Company is obligated to reimburse and indemnify each loan guarantor for any amounts paid by such loan guarantor to the lender on debt financing by Doran Canterbury I, LLC, up to a maximum of $5,000,000. Effective October 27, 2022, the Indemnity Agreement was amended to increase the maximum indemnification by an additional $700,000. Effective December 12, 2023, the Indemnity Agreeme nt was amended to increase the maximum indemnification by an additional $1,300,000, bringing the total to a maximum of $7,000,000.
Effective December 21, 2023, the Company entered into its annual live race meet and purse fund contribution agreement with the Minnesota Horsemen’s Benevolent & Protective Association (“MNHBPA”) and the Minnesota Quarter Horse Racing Association (“MQHRA”) regarding the upcoming 2024 live race meet. In an effort to increase field size and improve the quality of racing for the 2024 season, the Company has guaranteed purses for overnight races at $23,000 per race. The parties recognize there is likely to be a significant financial cost to the Company in establishing a 2024 thoroughbred purse structure intended to average $23,000 per conducted overnight race and that to maintain that average purse structure, the Company will be making an overpayment that may be repaid to the Company through reimbursement in subsequent racing years. This anticipated overpayment of purses by the Company is intended to create a short-term bridge until additional purse supplements can be obtained from other sources. In the event that additional purse revenue is secured within the next five years through additional forms of gaming at the Company, new revenue streams, or legislative action, the Company will be eligible for reimbursement of the actual 2024 overpayment amount from those purse supplements.
25
The Company is periodically involved in various claims and legal actions arising in the normal course of business. Management believes that the resolution of any pending claims and legal actions at December 31, 2023 and as of the date of this report will not have a material impact on the Company’s consolidated financial position or results of operations.
The Company has committed to payment of statutory distributions under a $500,000 bond issued to the MRC as required under Minnesota law. The Company was not required to make any payments related to this bond in 2023 or 2022 , and there is no liability related to this bond on the balance sheet as of December 31, 2023 .
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS FROM OPERATING ACTIVITIES
Cash provided by operating activities for 2023 was $11,537,000, primarily as a result of the following: the Company reported net income of $10,563,000, depreciation of $3,145,000, deferred income taxes of $2,826,000, and stock-based compensation and 401(k) match totaling $1,379,000, offset by a gain from equity investment of $1,501,000 and a gain on land sale of $6,490,000 . The Company experienced an increase in cash related to an employee retention credit receivable of $6,103,000, offset by a decrease in accounts payable, net of land, buildings, and equipment funded through accounts payable, of $1,465,000, and an increase in income taxes receivable of $2,031,000.
Cash provided by operating activities for 2022 was $11,217,000 as a result of net income of $7,513,000 and was increased by 2022 noncash charges from depreciation of $2,981,000, stock-based compensation expense of $450,000, stock-based employee match contribution of $619,000, and loss from equity investment of $1,568,000. Cash from operating activities in 2022 was reduced by a gain on sale of land of $12,000. The Company also experienced a decrease in Casino accruals of $573,000 and an increase in income taxes receivable of $788,000 in 2022 as compared to 2021. This was partially offset by an increase in our TIF receivable of $792,000 and a de crease in employee retention credit receivable of $211,000.
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities for 2023 of $455,000 was used primarily for additions to land, buildings, and equipment of $7,908,000, an increase in related party receivable of $971,000, primarily due to additional member loans and interest related to the member loans, and purchases of short-term investments of $5,000,000. This was partially offset by proceeds received from the sale of land of $8,336,000 and proceeds from the sale of short-term investments of $5,000,000.
Net cash used in investing activities for 2022 of $9,275,000 was used primarily for additions to land, buildings, and equipment of $4,997,000, an increase in related party receivable of $377,000, purchases of short-term investments of $5,000,000, and an equity investment contribution of $398,000. This was partially offset by proceeds received from the sale of land $1,160,000 and cash dividends received from investments of $337,000.
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash used in financing activities for 2023 was $1,345,000 primarily due to cash dividends paid to shareholders and payments for taxes of equity awards, partially offset by proceeds from the issuance of common stock.
Net cash used in financing activities for 2022 was $1,435,000 primarily due to the reinstituted quarterly cash dividend as well as payments for taxes of equity awards, partially offset by proceeds from the issuance of common stock.
CASH AND CAPITAL RESOURCES
At December 31, 2023 , we had cash, cash equivalents, and restricted cash of $25,842,000 compared to $16,106,000 at December 31, 2022 . This $9,736,000 increase consisted of $11,537,000 of net cash provided by operating activities in 2023, offset by $455,000 of net cash used in financing activities in 2023 and $1,345,000 of net cash used in investing activities in 2023. We believe our existing cash and cash equivalents, along with our short-term investments and cash flow from operations and availability of borrowing under our revolving line of credit agreement, will be sufficient to meet our liquidity and working capital requirements beyond the next 12 months.
Additionally, we also have finalized our stable area improvement plan, and have begun construction on our barn demo and relocation. We expect to invest approximately $15 million in the stable area improvement plan as currently designed, staged over the course of the next two years.
We also expect that we will see higher than historic use of cash for guaranteed overnight purses for the 2024 live racing season, which are guaranteed under our annual live race meet and purse fund contribution agreement with the MHBPA and MQHRA, which may be repaid to the Company through reimbursement in subsequent racing years.
26
The Company has a general credit and security agreement with a financial institution. The agreement was amended as of February 28, 2021 to extend the maturity date to January 31, 2024 and increase its revolving credit line up to $10,000,000. The line of credit was collateralized by all receivables, inventory, equipment, and general intangibles of the Company, as well as a mortgage on certain real property. The Company had no borrowings under the credit line during the year ended December 31, 2023 . As of December 31, 2023 , the outstanding balance on the line of credit was $0. The credit agreement contains covenants requiring the Company to maintain certain financial ratios. The Company was in compliance with these requirements at all times throughout 2023 . The general credit and security agreement was further amended as of January 31, 2024 to extend the maturity date to January 31, 2027 and reduce the maximum borrowing under the line of credit to $5,000,000. In connection with the amendment, the financial institution terminated a mortgage to release certain Company real property as collateral and the parties entered into a negative pledge agreement under which the Company agreed not to create any liens or encumbrances on certain Company real property.
Our three largest sources of revenue: pari-mutuel wagering, Casino operations, and food and beverage, are all based on cash transactions. Consequently, we have significant inflows of cash on a daily basis. We designate cash balances that will be required to satisfy certain short-term liabilities such as progressive jackpots, the player pool, collateral needed for joint venture operations, and amounts due horsemen for purses and awards as “restricted” as a separate balance sheet item.
The Company offers unbanked table games that refer to a wagering system or game where wagers “lost” or “won” by the host are accumulated into a “player pool” to enhance the total amount paid back to players in any other card game. The Company is required to return accumulated player pool funds to the players through giveaways, promotional items, prizes, or by other means. The player pool liability was $1,055,000 and $1,064,000 at December 31, 2023 and 2022 , respectively. Additionally, the table games jackpot pool was $524,000 and $309,000 at December 31, 2023 and 2022 , respectively.
The Company also maintains a poker promotional pool where a portion of the poker "rake" is collected and accumulated into a promotional pool to enhance the total amount paid back to poker players. The Company is required to return accumulated poker promotional pool funds to the players through poker jackpots, giveaways, promotional items, prizes, or by other means. The poker promotional pool liability was $339,000 and $576,000 at December 31, 2023 and 2022, respectively.
The Casino offers progressive jackpots for poker games. Amounts collected for these jackpot funds are accrued as liabilities until paid to winners. At December 31, 2023 and 2022 , accrued jackpot funds totaled $172,000 and $132,000, respectively. The MRC regulates the operation of the player pool and progressive jackpot pools. These liabilities have the potential for significant fluctuation on a daily basis.
All games in the Casino are played using chips. The value of chips issued and outstanding, referred to as the “outstanding chip liability,” was $558,000 and $587,000 at December 31, 2023 and 2022 , respectively. This liability has the potential for significant fluctuation on a daily basis depending upon the demand for chip redemptions and sales.
Our second largest individual operating expense item is purse expense. Pursuant to an agreement with the MHBPA, we transferred into a trust account or paid directly to the MHBPA, approximately $7,133,000 and $7,846,000 in purse funds related to thoroughbred races for 2023 and 2022 , respectively. Minnesota law provides that amounts transferred into this trust account are the property of the trust and not the Company. There were no unpaid purse fund obligations due to the MHBPA at December 31, 2023 or 2022 .
In March 2014, the Company entered into a seven-year agreement with a new totalizator provider, which was extended an additional year in 2021. In March 2022, the Company entered into a five-year agreement with a new totalizator provider. Pursuant to the agreement, the vendor provides totalizator equipment and related software that records and processes all wagers and calculates odds and payoffs. Under the new agreement, $166,400 was charged to operations in 2023. The future minimum purchase obligations under the new agreement are $166,400 per year for each of the next four years. The amounts charged to operations for totalizator expenses for the years ended December 31, 2023 and 2022 were $205,000 and $253,000, respectively.
In August 2018, the Company entered into a Contract for Private Redevelopment with the City of Shakopee in connection with a Tax Increment Financing District (“TIF District”) which was amended in September 2021. The Company is obligated to construct certain public infrastructure improvements within the TIF District, and will be reimbursed by the City of Shakopee by future tax increment revenue generated from the developed property. See Note 12 for a more detailed description of the agreement.
27
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains various “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” and similar words or similar expressions (or negative versions of such words or expressions). We also may make forward-looking statements in other reports filed with the SEC, in press releases, and in other communications to shareholders or the investing public.
Forward-looking statements are not guarantees of future actions, outcomes, results or performance. Any forward-looking statement made by us or on our behalf speaks only as of the date on which such statement is made. There are many important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or the results expressed in or implied by any forward-looking statements. These important factors include, but are not limited to:
●
We may not be successful at implementing our growth strategy.
●
Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside of our control.
●
We have experienced a decrease in revenue and profitability from live racing.
●
We may not be able to attract a sufficient number of horses and trainers to achieve above average field sizes.
●
We face significant competition, both directly from other racing and gaming operations and indirectly from other forms of entertainment and leisure time activities, which could have a material adverse effect on our operations.
●
Nationally, the popularity of horse racing has declined.
●
A lack of confidence in the integrity of our core businesses could affect our ability to retain our customers and engage with new customers.
●
Horse racing is an inherently dangerous sport and our racetrack is subject to personal injury litigation.
●
Our business depends on using totalizator services.
●
Inclement weather and other conditions may affect our ability to conduct live racing.
●
We are subject to changes in the laws that govern our business, including the possibility of an increase in gaming taxes, which would increase our costs, and changes in other laws may adversely affect our ability to compete.
●
We are subject to extensive regulation from gaming authorities that could adversely affect us.
●
We rely on the efforts of our partner Doran for the development and profitable operation of our Triple Crown Residences at Canterbury Park joint venture.
●
We rely on the efforts of our partner Greystone Construction for a new development project.
●
We may not be successful in executing our real estate development strategy.
●
We are obligated to make improvements in the TIF district and will be reimbursed only to the extent of future tax revenue.
●
We face competition from other real estate developers.
●
We may be adversely affected by the effects of inflation.
●
An increase in the minimum wage mandated under Federal or Minnesota law could have a material adverse effect on our operations and financial results.
●
Our success may be affected if we are not able to attract, develop and retain qualified personnel.
●
The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties.
●
Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.
●
We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business.
We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
28