10-Q

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, 2020.

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 Organization)		(I.R.S. Employer Identification No.)
	1100 Canterbury Road
	Shakopee, MN 55379

(Address of principal executive offices and zip code)

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 4,709,168 shares of common stock, $.01 par value, outstanding as of August 1, 2020.

Canterbury Park Holding Corporation

INDEX

			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	2
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019	3
		Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019	4
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
	Item 4.	Controls and Procedures	27
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	28
	Item 6.	Exhibits	29
	Signatures		29

1

PART 1 – FINANCIAL INFORMATION

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	June 30,		December 31,
	2020		2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—	$	355,399
Restricted cash		4,349,381		2,308,955
Short-term investments		—		103,886
Current portion of related party receivable		3,208,000		—
Accounts receivable, net of allowance of $19,250 for both periods		1,037,782		302,037
Inventory		293,998		390,118
Prepaid expenses		545,981		501,493
Income taxes receivable		1,947,939		—
Total current assets		11,383,081		3,961,888
LONG-TERM ASSETS
Deposits		49,500		49,500
Restricted cash - long-term portion		—		1,262,744
TIF receivable		10,374,482		9,708,856
Related party receivable		593,303		3,528,927
Operating lease right-of-use assets		62,275		74,832
Equity investment		2,842,994		2,992,633
Land, buildings and equipment, net		44,052,485		43,833,702
TOTAL ASSETS	$	69,358,120	$	65,413,082
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		4,128,914		3,495,238
Line of credit		2,865,320		—
Card Casino accruals		1,699,997		2,167,056
Accrued wages and payroll taxes		1,466,122		2,254,379
Cash dividend payable		—		324,439
Accrued property taxes		1,019,657		1,019,658
Deferred revenue		1,061,322		1,482,130
Payable to horsepersons		2,874,308		557,696
Current portion of finance lease obligations		25,117		24,500
Current portion of operating lease obligations		26,066		29,776
Income taxes payable		—		120,960
Total current liabilities		15,166,823		11,475,832
LONG-TERM LIABILITIES
Deferred income taxes		5,325,700		4,404,300
Finance lease obligations, net of current portion		59,069		71,784
Operating lease obligations, net of current portion		36,209		45,056
Total long-term liabilities		5,420,978		4,521,140
TOTAL LIABILITIES		20,587,801		15,996,972
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, 10,000,000 shares authorized, 4,706,814 and 4,644,522 respectively, shares issued and outstanding		47,068		46,445
Additional paid-in capital		23,096,660		22,733,933
Retained earnings		25,626,591		26,635,732
Total stockholders’ equity		48,770,319		49,416,110
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	69,358,120	$	65,413,082

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,
	2020		2019		2020		2019
OPERATING REVENUES:
Pari-mutuel	$	1,420,583	$	3,208,076	$	2,716,609	$	4,698,886
Card Casino		795,195		8,891,005		8,356,367		16,790,968
Food and beverage		111,137		2,544,393		1,230,132		3,897,194
Other		440,940		1,789,703		1,413,706		2,636,826
Total Net Revenues		2,767,855		16,433,177		13,716,814		28,023,874
OPERATING EXPENSES:
Purse expense		601,674		1,960,635		1,705,068		3,356,172
Minnesota Breeders’ Fund		123,427		306,107		313,171		523,802
Other pari-mutuel expenses		58,691		451,685		279,540		720,051
Salaries and benefits		1,893,309		6,936,685		7,471,202		12,681,972
Cost of food and beverage and other sales		70,888		1,201,414		635,039		1,827,171
Depreciation and amortization		693,640		576,221		1,410,493		1,201,740
Utilities		202,021		376,803		492,632		698,918
Advertising and marketing		38,176		757,191		222,164		947,520
Professional and Contracted Services		610,405		1,338,353		1,582,729		2,304,739
Loss on disposal of assets		—		—		—		108,037
Gain on insurance recoveries		—		(204,274)		—		(198,974)
Other operating expenses		794,203		1,427,603		1,781,660		2,570,732
Total Operating Expenses		5,086,434		15,128,423		15,893,698		26,741,880
(LOSS) INCOME FROM OPERATIONS		(2,318,579)		1,304,754		(2,176,884)		1,281,994
OTHER OPERATING INCOME (LOSS)
Loss from equity investment		(149,639)		—		(149,639)		—
Interest income, net		169,358		45,319		333,048		108,558
Net Other Income		19,719		45,319		183,409		108,558
(LOSS) INCOME BEFORE INCOME TAXES		(2,298,860)		1,350,073		(1,993,475)		1,390,552
INCOME TAX BENEFIT (EXPENSE)		1,117,663		(392,316)		1,067,499		(376,223)
NET (LOSS) INCOME	$	(1,181,197)	$	957,757	$	(925,976)	$	1,014,329
Basic (loss) earnings per share	$	(0.25)	$	0.21	$	(0.20)	$	0.22
Diluted (loss) earnings per share	$	(0.25)	$	0.21	$	(0.20)	$	0.22
Weighted Average Basic Shares Outstanding		4,679,122		4,586,734		4,669,350		4,573,106
Weighted Average Diluted Shares		4,679,122		4,595,716		4,672,447		4,588,327
Cash dividends declared per share	$	0.00	$	0.07	$	0.00	$	0.14

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, 2020
	Number of	Common		Additional		Retained
	Shares	Stock		Paid-in Capital		Earnings		Total
Balance at March 31, 2020	4,694,138	$	46,941	$	23,035,735	$	26,811,441	$	49,894,117
Stock-based compensation			—		10,058		—		10,058
Dividend distribution	—		—		—		(3,653)		(3,653)
401(K) stock match	1,318		13		14,696		—		14,709
Issuance of deferred stock awards	7,456		75		(75)		—		—
Shares issued under Employee Stock Purchase Plan	3,902		39		36,246				36,285
Net Loss	—		—		—		(1,181,197)		(1,181,197)
Balance at June 30, 2020	4,706,814	$	47,068	$	23,096,660	$	25,626,591	$	48,770,319
For the six months ended June 30, 2020
	Number of	Common		Additional		Retained
	Shares	Stock		Paid-in Capital		Earnings		Total
Balance at December 31, 2019	4,644,522	$	46,445	$	22,733,933	$	26,635,732	$	49,416,110
Exercise of stock options	24,250		242		200,548		—		200,790
Other share retirements	(9,920)		(99)		(44,587)		(79,512)		(124,198)
Stock-based compensation	—		—		67,664		—		67,664
Dividend distribution	—		—		—		(3,653)		(3,653)
401(K) stock match	18,497		185		175,491		—		175,676
Issuance of deferred stock awards	25,563		256		(72,635)		—		(72,379)
Shares issued under Employee Stock Purchase Plan	3,902		39		36,246		—		36,285
Net Loss	—		—		—		(925,976)		(925,976)
Balance at June 30, 2020	4,706,814	$	47,068	$	23,096,660	$	25,626,591	$	48,770,319
For the three months ended June 30, 2019
	Number of	Common		Additional		Retained
	Shares	Stock		Paid-in Capital		Earnings		Total
Balance at March 31, 2019	4,574,658	$	45,747	$	21,783,690	$	24,942,510	$	46,771,947
Exercise of stock options	2,250		23		13,478		—		13,501
Stock-based compensation	—		—		73,450		—		73,450
Dividend distribution	—		—		—		(321,153)		(321,153)
401(K) stock match	21,480		215		292,917		—		293,132
Shares issued under Employee Stock Purchase Plan	5,719		57		59,935		—		59,992
Net Income	—		—		—		957,757		957,757
Balance at June 30, 2019	4,604,107	$	46,041	$	22,223,470	$	25,579,114	$	47,848,625
For the six months ended June 30, 2019
	Number of	Common		Additional		Retained
	Shares	Stock		Paid-in Capital		Earnings		Total
Balance at December 31, 2018	4,527,685	$	45,277	$	21,420,886	$	25,268,187	$	46,734,350
Exercise of stock options	30,310		303		185,589		—		185,892
Other share retirements	(5,863)		(59)		(27,915)		(62,023)		(89,997)
Stock-based compensation	—		—		163,508		—		163,508
Dividend distribution	—		—		—		(641,379)		(641,379)
401(K) stock match	29,591		296		409,229		—		409,525
Issuance of deferred stock awards	10,968		110		(55,044)		—		(54,934)
Shares issued under Employee Stock Purchase Plan	11,416		114		127,217		—		127,331
Net income	—		—		—		1,014,329		1,014,329
Balance at June 30, 2019	4,604,107	$	46,041	$	22,223,470	$	25,579,114	$	47,848,625

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,
	2020		2019
Operating Activities:
Net (loss) income	$	(925,976)	$	1,014,329
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		1,410,493		1,201,740
Stock-based compensation expense		67,664		163,508
Stock-based employee match contribution		175,676		409,229
Deferred income taxes		921,400		1,084,400
Loss from equity investment		149,639		2,377
Loss on disposal of assets		—		108,037
Gain on insurance recoveries		—		(198,974)
Changes in operating assets and liabilities:
Increase in accounts receivable		(1,008,121)		(556,740)
Decrease (increase) in other current assets		51,632		(63,603)
Increase (decrease) in income taxes receivable/payable		(2,505,635)		(680,177)
Decrease in operating lease right-of-use assets		12,557		11,535
Decrease in operating lease liabilities		(12,557)		(11,535)
Increase in accounts payable		206,665		531,433
(Decrease) increase in deferred revenue		(420,808)		1,310,506
(Decrease) increase in Card Casino accruals		(467,059)		340,760
(Decrease) increase in accrued wages and payroll taxes		(788,257)		44,507
(Decrease) increase in accrued property taxes		(1)		8,436
Increase in payable to horsepersons		2,753,348		4,607,394
Net cash (used in) provided by operating activities		(379,340)		9,327,162
Investing Activities:
Additions to land, buildings, and equipment		(1,349,849)		(5,671,183)
Additions for TIF eligible improvements		(518,042)		(4,843,708)
Decrease in notes receivable		—		1,062,336
Proceeds from sale of investments		103,886		102,659
Net cash used in investing activities		(1,764,005)		(9,349,896)
Financing Activities:
Proceeds from issuance of common stock		112,877		223,522
Payments against line of credit		(2,044,668)		(2,826,044)
Borrowings on line of credit		4,909,988		3,920,257
Cash dividend paid to shareholders		(328,092)		(637,164)
Payments for taxes related to net share settlement of equity awards		(72,379)		(54,934)
Principal payments on finance lease		(12,098)		(12,278)
Net cash provided by financing activities		2,565,628		613,359
Net increase in cash, cash equivalents, and restricted cash		422,283		590,625
Cash, cash equivalents, and restricted cash at beginning of period		3,927,098		11,203,998
Cash, cash equivalents, and restricted cash at end of period	$	4,349,381	$	11,794,623
Schedule of non-cash investing and financing activities
Additions to buildings and equipment funded through accounts payable	$	427,000	$	698,000
Transfer of future TIF reimbursed costs from PP&E		666,000		4,844,000
ROU assets obtained in exchange for operating lease obligations		—		103,000
Dividend declared		—		321,000
Supplemental disclosure of cash flow information:
Income taxes paid	$	—	$	440,000
Interest paid		16,000		14,000

See notes to condensed consolidated financial statements.

5

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business – The Company’s 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 Card 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 Card Casino currently offers a variety of poker and table games. The Company’s three largest sources of revenues are from Card 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 approximately 140 acres of underutilized land surrounding the Racetrack in a project known as Canterbury Commons^TM. The Company is pursuing several mixed-use development opportunities for this land, directly and through joint ventures.

In January 2020, an outbreak of a respiratory illness caused by a new strain of coronavirus was identified. The disease has since spread rapidly across the world, causing the World Health Organization to declare the outbreak a pandemic (the “COVID-19 Pandemic”) on March 12, 2020. Since that time, governments and businesses have taken measures to limit the impact of the COVID-19 Pandemic, including the issuance of shelter-in-place orders, social distancing measures, travel bans and restrictions and business shutdowns.

On March 16, 2020, the Company announced that, based on the advice of Minnesota state and regulatory bodies, it was temporarily suspending all card casino, simulcast, and special events operations at Canterbury Park in response to concerns about the COVID-19 Pandemic. Canterbury Park determined this voluntary suspension of activities was in the best interest of the health and safety of its guests and team members and would provide the Company an opportunity to review and update operational best practices and strategies based on what was currently known about this public health situation and future developments. On June 10, 2020, the Company reopened and resumed simulcast, live racing, and food and beverage operations. The Company also resumed table games and poker operations in the Company’s Card Casino on June 15, 2020 and July 9, 2020, respectively. These reopenings were done in compliance with Minnesota state guidelines on capacity limitations.

Despite a strong start to the year, the disruptions arising from the COVID-19 Pandemic had a significant impact on the Company's financial condition and operations during the three and six months ended June 30, 2020. The duration and intensity of this global health emergency and related disruptions is uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 has been material, and the Company expects it will continue to be material. The Company cannot reasonably estimate at this time when the COVID-19 Pandemic will end, or when or how quickly the current travel restrictions and capacity restrictions will be modified or cease to be necessary. As a result, it is difficult to predict the continuing and future impact on the Company’s business and the willingness of customers to spend on entertainment.

The Company has a consolidated balance sheet with no long-term debt and an $8.0 million credit line that the Company anticipates will provide the Company with the necessary liquidity and financial flexibility to manage through this challenging operating environment. We have taken significant actions to mitigate the effects of the COVID-19 Pandemic on our operations, including initiating workforce reductions and furloughs, suspending the Company’s quarterly cash dividend, reducing working capital, postponing non-essential capital expenditures, reducing operating costs, and substantially reducing discretionary spending. We expect these countermeasures to partially mitigate the impact of COVID-19 on our full year 2020 financial results. As the impact of the COVID-19 Pandemic on the economy and our operations evolves, we will continue to assess the impact on the Company and respond accordingly.

6

Basis of Presentation and Preparation – The accompanying condensed consolidated financial statements include the accounts of the Company (Canterbury Park Holding Corporation and its subsidiaries Canterbury Park Entertainment, LLC; Canterbury Park Concession, 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, 2019, included in its Annual Report on Form 10-K (the “2019 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, 2020 and 2019 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, 2020 and 2019 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 Form 10-K for the fiscal year ended December 31, 2019. There were no material changes in significant accounting policies during the quarter and six months ended June 30, 2020.

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.

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. Deferred revenue also includes advanced Cooperative Marketing Agreement (“CMA”) promotional funds, for which revenue is recognized when expenses are incurred.

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 Card 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 MHBPA, $1,185,000 and $2,864,000 for the six months ended June 30, 2020 and 2019, 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.

Checks Written in Excess of Cash Balance – For the six months ended June 30, 2020, the Company included $1,600,000 of checks written in excess of cash balance within accounts payable on the Condensed Consolidated Balance Sheet. There were no checks written in excess of cash balance as of December 31, 2019.

7

Revenue Recognition – The Company’s primary revenues with customers consist of Card 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 Card 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 Card 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 Card 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.

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.

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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. Currently, there are two awards outstanding that are for three-year periods ending December 31, 2020 and 2021. As a result of the COVID-19 Pandemic, the Company temporarily suspended the granting of performance awards under its LTI Plan until there is more certainty about the Company’s future operations, and instead granted other awards designed to retain NEOs and other Senior Executives as described below under “Employee Deferred Stock Awards.”

Board of Directors Stock Option, 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. Options granted under the Plan generally expire 10 years after the grant date. Restricted stock and deferred stock grants 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. On June 25, 2020, 17,975 shares of deferred stock awards were granted to non-employee members of the Board of Directors with a price per share equal to the market value on the date of grant of $11.07. The vesting schedule of these awards is described above. There were no unvested restricted stock or stock options outstanding at June 30, 2020.

Employee Deferred Stock Awards

On June 25, 2020, 47,000 shares of deferred stock awards were granted to employees pursuant to the Company’s Stock Plan with a price per share equal to the market price on the date of grant of $11.07. The vesting schedule of the awards is as follows: (i) 60% vesting and being issued in December 2020, (ii) 20% vesting and being issued in March 2022, and (iii) 20% vesting and being issued in March 2023. The Company’s Board of Directors designated those portions of the deferred stock awards vesting in 2020 as awards under the Company’s 2020 annual incentive plan and designed those portions of the awards scheduled to vest in 2022 and 2023 as 2020 awards under the Company’s LTI Plan. The compensation cost associated with this grant of deferred stock awards is $466,000, which is being recognized over the respective vesting periods.

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 $68,000 and $164,000 for the six months ended June 30, 2020 and 2019, respectively and $10,000 and $73,000 for the three months ended June 30, 2020 and 2019, respectively.

Employee Stock Option Grants

The Company has granted incentive stock options to employees pursuant to the Company’s Stock Plan with an exercise price equal to the market price on the date of grant. The options vest over a 42-month period and expire in 10 years.

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A summary of stock option activity as of June 30, 2020 and changes during the six months then ended is presented below:

				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
	Number of	Exercise		Contractual		Grant Date
Stock Options	Options	Price		Term		Fair Value
Outstanding at January 1, 2020	33,250	$	9.64
Granted	-		-
Exercised	(24,250)		8.28
Expired/Forfeited	-		-
Outstanding at June 30, 2020	9,000	$	13.30		0.6 Years	$	119,700
Exercisable at June 30, 2020	9,000	$	13.30		0.6 Years	$	119,700

3.    NET (LOSS) 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, 2020 and 2019:

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Net (loss) income (numerator) amounts used for basic and diluted per share computations:	$	(1,181,197)	$	957,757	$	(925,976)	$	1,014,329
Weighted average shares (denominator) of common stock outstanding:
Basic		4,679,122		4,586,734		4,669,350		4,573,106
Plus dilutive effect of stock options		—		8,982		3,097		15,221
Diluted		4,679,122		4,595,716		4,672,447		4,588,327
Net (loss) income per common share:
Basic	$	(0.25)	$	0.21	$	(0.20)	$	0.22
Diluted		(0.25)		0.21		(0.20)		0.22

Options to purchase 9,000 shares of common stock at an average price of $13.30 per share were outstanding but not included in the computation of diluted net (loss) income per share for the six months ended June 30, 2020 and June 30, 2019 because the exercise price of the options exceeded the market price of the Company’s common stock at June 30, 2020 and June 30, 2019.

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 $8,000,000 and allows for letters of credit in the aggregate amount of up to $2,000,000 to be issued under the credit agreement. As of June 30, 2020, the financial institution had issued a $1,250,000 letter of credit on the Company’s behalf, and therefore, the Company had an available credit line up to $6,750,000. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. This agreement was amended as of September 30, 2019 to extend the maturity date to September 30, 2020. As of June 30, 2020, the outstanding balance on the line of credit was $2,865,320.

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5.    OPERATING SEGMENTS

The Company has four reportable operating segments: horse racing, Card Casino, food and beverage, and development. The horse racing segment primarily represents simulcast and live horse racing operations. The Card Casino segment represents operations of Canterbury Park’s Card Casino, the food and beverage segment represents food and beverage operations provided during simulcast and live racing, in the Card 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 Card 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.

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, 2020
	Horse Racing		Card Casino		Food and Beverage		Development		Total
Net revenues from external customers	$	4,056	$	8,356	$	1,293	$	12	$	13,717
Intersegment revenues		74		—		274		—		348
Net interest (expense) income		(16)		—		—		199		183
Depreciation		1,038		261		111		—		1,410
Segment (loss) income before income taxes		(2,167)		(167)		(419)		61		(2,692)
Segment tax expense (benefit)		(786)		(89)		(224)		33		(1,066)
	June 30, 2020
Segment Assets	$	35,880	$	3,177	$	25,040	$	28,600	$	92,697

	Six Months Ended June 30, 2019
	Horse Racing		Card Casino		Food and Beverage		Development		Total
Net revenues from external customers	$	7,207	$	16,791	$	4,026	$	—	$	28,024
Intersegment revenues		416		—		678		—		1,094
Net interest income		(4)		—		—		113		109
Depreciation		1,079		35		88		—		1,202
Segment (loss) income before income taxes		(1,432)		2,695		154		(15)		1,402
Segment tax expense (benefit)		(391)		729		42		(4)		376
	December 31, 2019
Segment Assets	$	31,618	$	3,327	$	25,430	$	29,074	$	89,449

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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, 2020
	2020		2019
Revenues
Total net revenue for reportable segments	$	14,065	$	29,118
Elimination of intersegment revenues		(348)		(1,094)
Total consolidated net revenues	$	13,717	$	28,024

(Loss) income before income taxes
Total segment (loss) income before income taxes	$	(2,692)	$	1,402
Elimination of intersegment income (loss) before income taxes		699		(11)
Total consolidated (loss) income before income taxes	$	(1,993)	$	1,391

	June 30,		December 31,
	2020		2019
Assets
Total assets for reportable segments	$	92,697	$	89,449
Elimination of intercompany balances		(23,339)		(24,036)
Total consolidated assets	$	69,358	$	65,413

6.    COMMITMENTS AND CONTINGENCIES

In accordance with an Earn Out Promissory Note given to the prior owner of the Racetrack as part of the consideration paid by the Company to acquire the Racetrack in 1994, if (i) off-track betting becomes legally permissible in the State of Minnesota and (ii) the Company begins to conduct off-track betting with respect to or in connection with its operations, the Company will be required to pay to the IMR Fund, L.P. the greater of (a) $700,000 per Operating Year, as defined, or (b) 20% of the Net Pretax Profit, as defined for each of five operating years. At this time, management believes that the likelihood that these two conditions will be met and that the Company would be required to pay these amounts is remote. At the date (if any) that these two conditions are met, the five minimum payments would be discounted back to their present value and the sum of those discounted payments would be capitalized as part of the purchase price in accordance with GAAP. The purchase price will be further increased if payments become due under the “20% of Net Pretax Profit” calculation. The first payment would be due 90 days after the end of the third Operating Year in which off-track betting is conducted by the Company. Remaining payments would be made within 90 days of the end of each of the next four Operating Years.

The Company entered into a Cooperative Marketing Agreement (the “CMA”) with the Shakopee Mdewakanton Sioux Community (“SMSC”), which became effective March 4, 2012, was amended in the first quarter of each of 2015, 2016, 2017, 2018, and in June 2020 (as described below in Note 7) and will expire on December 31, 2022. The CMA contains certain covenants that, if breached, would trigger an obligation to repay a specified amount related to such covenant. At this time, management believes it unlikely that any breach of a covenant will occur, and that therefore the possibility that the Company will be required to pay the specified amount related to any covenant breach is remote.

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, 2020 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”). The Company is obligated to construct certain 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. The total amount of funding that Canterbury will be paid

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as reimbursement under the TIF program for these improvements is not guaranteed and will depend on future tax revenues generated from the developed property. 

7.    COOPERATIVE MARKETING AGREEMENT

As discussed above in Note 6, on March 4, 2012, the Company entered into the CMA with the SMSC. The primary purpose of the CMA is to increase purses paid during live horse racing at Canterbury Park’s Racetrack in order to strengthen Minnesota’s thoroughbred and quarter horse industry. Under the CMA, as amended, this is achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments have no direct impact on the Company’s consolidated financial statements or operations.

Because the Company is conducting a more limited 2020 live race meet due to the COVID-19 Pandemic, the Company and SMSC entered into the Fifth Amendment Agreement (“Fifth Amendment”) to the CMA effective June 8, 2020. Under the Fifth Amendment, the SMSC agreed to provide up to $5,620,000 for the annual purse enhancement for the year 2020. The annual purse enhancement that the SMSC is obligated to pay under the CMA for 2021 and 2022 was not changed and remains at $7,280,000 per year.

Under the terms of the CMA, as amended, the SMSC made payments of $1.1 million and $7.4 million during the first six months of 2020 and 2019, respectively, primarily for purse enhancements for the respective live race meets.

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. Under the Fifth Amendment, the SMSC is not required to pay the Company a 2020 annual marketing payment, but the Company will use previously paid but unspent funds for these purposes.

As noted above and affirmed in the Fifth Amendment, SMSC is obligated to make the following purse enhancement and marketing payments for 2021 through 2022:

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

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

The amounts earned from the marketing payments are recorded as a component of other revenue and the related expenses are recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and six months ended June 30, 2020, the Company recorded $253,000 and $321,000 in other revenue, respectively, incurred $215,000 and $245,000 in advertising and marketing expense, respectively, and incurred $38,000 and $76,000 in depreciation, respectively, related to the SMSC marketing funds. For the three and six months ended June 30, 2019, the Company recorded $378,000 and $453,000 in other revenue, respectively, incurred $321,000 and $340,000 in advertising and marketing expense, respectively, and incurred $57,000 and $113,000 in depreciation, respectively, related to the SMSC marketing funds.

Under the CMA, the Company agreed for the term of the CMA, which is currently scheduled to terminate on December 31, 2022, 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.

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8.  REAL ESTATE DEVELOPMENT

Equity Investment

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”). Doran Canterbury I is developing Phase I of the Project, which will include approximately 300 units, a heated parking ramp, and a clubhouse.

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. 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.

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”). Under the Doran Canterbury II Operating Agreement, Doran Canterbury II will pursue development of Phase II of the Project, which is expected to begin upon rental stabilization of Phase I. 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 July 30, 2020. See Note 11. In connection with its contribution, Canterbury Development became a 27.4% equity member in Doran Canterbury II with Doran owning the remaining 72.6%.

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 Redevelopment Agreement, the Company 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. More specifically, the Company is obligated to construct improvements on Shenandoah Drive and Unbridled Avenue (formerly Barenscheer Boulevard) with these improvements required to be substantially complete on or before December 31, 2019 and December 31, 2020, respectively. As of June 30, 2020, improvements to Shenandoah Drive were substantially complete. The City of Shakopee has authorized changes to the Redevelopment Agreement and the responsibilities of the Company, but the Company, the City of Shakopee and other parties have not formally entered into an agreement that memorializes these changes. The Company will provide updated disclosure when the parties enter into a new agreement.

Under the Redevelopment Agreement, the City of Shakopee has agreed that a portion of the tax increment revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing infrastructure improvements. The total estimated cost of TIF eligible improvements to be borne by the Company is $23,336,500. A detailed Schedule of the Public Improvements under the Redevelopment Agreement, the timeline for their construction and the source and amount of funding is set forth on Exhibit C of the Redevelopment Agreement, which was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2018.

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The total amount of funding that Canterbury will be paid as reimbursement under the TIF program for these improvements is not guaranteed, however, and will depend on future tax revenues generated from the developed property. As of June 30, 2020, the Company recorded a TIF receivable of $10,374,000, which represents $9,967,000 of principal and $407,000 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.

Development Agreements

On March 13, 2020, the Company entered into an agreement to sell approximately 12 acres of land on the east side of the Racetrack to a third party for total consideration of approximately $2,500,000. Closing is subject to the satisfaction of certain customary conditions. The Company expects the transaction to close in 2020.  

On April 7, 2020, the Company entered into an agreement to sell approximately 11.3 acres of land on the west side of the Racetrack to a third party for total consideration of approximately $2,400,000. Closing is subject to the satisfaction of certain customary conditions. The Company expects the transaction to close in 2021. 

On April 15, 2020, the Company entered into an agreement to sell approximately 2.4 acres of land on the west side of the Racetrack to a third party for total consideration of approximately $1,100,000. Closing is subject to the satisfaction of certain customary conditions. The Company expects the transaction to close in 2021.

On June 16, 2020, the Company’s subsidiary 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. The Company closed on this transaction in July 2020. As the land was not transferred to the joint venture as of June 30, 2020, the Company did not record an investment in the joint venture for the 2020 second quarter.

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.

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 $13,440 and $15,132 for the six months ended June 30, 2020 and 2019, respectively. 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 $147,119 and $282,464 for the six months ended June 30, 2020 and 2019, respectively.

Lease costs included in depreciation and amortization related to our finance leases were $11,898 and $12,473 for the six months ended June 30, 2020 and 2019. Interest expense related to our finance leases was immaterial.

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The following table shows the classification of the right of use assets on our consolidated balance sheets:

		Six Months Ended June 30,
	Balance Sheet Location	2020		2019
Assets
Finance	Land, buildings and equipment, net (1)	$	84,186	$	$ 109,210
Operating	Operating lease right-of-use assets		62,275		91,577
Total Leased Assets		$	146,461	$	$ 200,787

1 – Finance lease assets are net of accumulated amortization of $41,955 and $12,464 as of June 30, 2020 and 2019, respectively.

The following table shows the lease terms and discount rates related to our leases:

	Six Months Ended June 30,
	2020	2019
Weighted average remaining lease term (in years):
Finance	3.2	4.3
Operating	1.0	1.5
Weighted average discount rate (%):
Finance	5.0%	5.0%
Operating	5.5%	5.4%

The maturity of operating leases and finance leases as of June 30, 2020 are as follows:

Six Months Ended June 30, 2020	Operating leases		Finance leases
2020 remaining	$	18,018	$	14,371
2021		23,100		28,743
2022		23,100		28,743
2023		—		19,332
Total minimum lease obligations		64,218		91,189
Less: amounts representing interest		(1,943)		(7,003)
Present value of minimum lease payments		62,275		84,186
Less: current portion		(26,066)		(25,117)
Lease obligations, net of current portion	$	36,209	$	59,069

10. RELATED PARTY RECEIVABLES

On December 20, 2018, the Company entered into a loan agreement with Doran Family Holdings, which is the controlling partner in the Doran Canterbury I joint venture. The Company loaned Doran Family Holdings $2,910,000 net of loan origination fees, and received a promissory note totaling $2,940,000 bearing interest at 5%. The note stated it would mature at the earliest of (i) the date of closing by Doran Canterbury II, LLC on Phase II Project Financing; (ii) the closing on any purchase of the Phase II Land by Doran Shakopee, LLC pursuant to its option under Section 3.9(a) of the Doran Canterbury II Operating Agreement; (iii) the date of final determination that the Phase II Project will not be developed by Doran Canterbury II, LLC; or (iv) three years following the date of the note. Management believes no allowance for doubtful accounts is necessary.

In 2018, the Company incurred $268,000 of costs for preliminary grading work on parcels of land the Company had designated for Doran Canterbury II. The Company will be fully reimbursed for these costs upon the commencement of the Doran Canterbury II project and thus, recorded the amount as a receivable. Although there is a possibility Doran Canterbury II will not materialize, the Company currently believes this likelihood is remote.

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In 2019 and 2020, the Company loaned money to the Doran Canterbury I joint venture in three separate loans in the amounts of $178,100, $137,000, and $232,900. These member loans bear interest at the rate equal to the Prime Rate plus two percent per annum. The Company expects to be fully reimbursed for these member loans when the joint venture achieves positive cash flow.

11. SUBSEQUENT EVENTS

On July 30, 2020, Canterbury Park Development LLC, contributed approximately 10 acres of land to the Doran Canterbury II project as described in Note 8. In connection with its contribution, Canterbury Development became a 27.4% equity member in Doran Canterbury II with Doran owning the remaining 72.6%. Also, in connection with this contribution, the Company received a portion of its related party receivable of $2,940,000 as described in Note 10. This occurred on August 3, 2020. Therefore, the Company has designated this amount as short term on the Condensed Consolidated Balance Sheet as of June 30, 2020.

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

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

COVID-19 Pandemic:

In January 2020, an outbreak of a respiratory illness caused by a new strain of coronavirus was identified. The disease has since spread rapidly across the world, causing the World Health Organization to declare the outbreak a pandemic (the “COVID-19 Pandemic”) on March 12, 2020. Since that time, governments and businesses have taken measures to limit the impact of the COVID-19 Pandemic, including the issuance of shelter-in-place orders, social distancing measures, travel bans and restrictions and business shutdowns.

On March 16, 2020, the Company announced that, based on the advice of Minnesota state and regulatory bodies, it was temporarily suspending all card casino, simulcast, and special events operations at Canterbury Park in response to concerns about the COVID-19 Pandemic. Canterbury Park determined this voluntary suspension of activities was in the best interest of the health and safety of its guests and team members and would provide the Company an opportunity to review and update operational best practices and strategies based on what was currently known about this public health situation and future developments. On June 10, 2020, the Company reopened and resumed simulcast, live racing, and food and beverage operations. The Company also resumed table games and poker operations in the Company’s Card Casino on June 15, 2020 and July 9, 2020, respectively. These reopenings were done in compliance with Minnesota state guidelines on capacity limitations.

In connection with reopening our pari-mutuel, food and beverage, and Card Casino operations, we are adhering to social distancing requirements, which include reduced seating at table games and poker and capacity limitations to follow Minnesota state guidelines. Additionally, there is uncertainty around the impact the COVID-19 Pandemic will have on operations in the months that follow reopening.

Despite a strong start to the year, the disruptions arising from the COVID-19 Pandemic had a significant impact on the Company's financial condition and operations during the three and six months ended June 30, 2020. The duration and intensity of this global health emergency and related disruptions is uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 Pandemic will end, when or how quickly the current travel restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business and the willingness of customers to spend on entertainment.

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We are mitigating negative impacts to our operating results by taking signification actions, as discussed below.

During the temporary closures and suspension of the Company’s operations described above, all Canterbury Park employees, except for a limited number of key personnel required for basic ongoing maintenance, security, and management needs, were placed on an unpaid furlough. The Company also implemented a salary reduction for all remaining non-furloughed employees based on a combination of the employee’s salary and the employee’s responsibilities during the temporary shutdown. Upon the Company’s reopening of operations, the Company has implemented a salary reduction for the management team, which is in effect through the remainder of 2020.

On March 16, 2020, the Company announced that the Company’s Board of Directors had suspended the Company’s quarterly cash dividend until the Company’s business operations return to normal.

Other additional measures taken by the Company include postponing non-essential capital expenditures, reducing operating costs, and substantially reducing discretionary spending.

We expect these measures to partially mitigate the impacts of the COVID-19 Pandemic on our full year 2020 financial results. The Company has a strong consolidated balance sheet with no long-term debt and an $8.0 million credit line that is anticipated to provide the Company with the necessary liquidity and financial flexibility to manage through this challenging operating environment. Additionally, the Company expects to generate substantial cash inflows from its development operations in 2020. This is expected to be obtained from a land sale in 2020, as well as receiving approximately $3.2 million of its related party receivable in connection with the closing of the Doran Canterbury II project.

As the impact of the COVID-19 Pandemic on the economy and our operations evolves, we will continue to assess the impact on the Company and respond accordingly.

Operations Review for the Three and Six Months Ended June 30, 2020:

Revenues:

Total net revenues for the three months ended June 30, 2020 were $2,768,000, a decrease of $13,665,000, or 83.2%, compared to total net revenues of $16,433,000 for the three months ended June 30, 2019. Total net revenues for the six months ended June 30, 2020 were $13,717,000, a decrease of $14,307,000, or 51.1%, compared to total net revenues of $28,024,000 for the six months ended June 30, 2019. This decrease consists of decreases in pari-mutuel, card casino, food and beverage, and other revenues driven by the COVID-19 Pandemic. See below for a further discussion of our sources of revenues.

Pari-Mutuel Data Revenue:

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Simulcast	$	219,000	$	1,634,000	$	1,234,000	$	2,852,000
Live racing		122,000		912,000		122,000		912,000
Guest fees		557,000		418,000		557,000		418,000
Other revenue		522,000		244,000		803,000		517,000
Total Pari-Mutuel Revenue	$	1,420,000	$	3,208,000	$	2,716,000	$	4,699,000

Total pari-mutuel revenue decreased $1,788,000, or 55.7%, and $1,983,000, or 42.2%, for the three and six months ended June 30, 2020 compared to the same periods in 2019. The decreases in simulcast and live racing revenue are due to the COVID-19 Pandemic described above, including the fact that these operations were closed from March 16, 2020 until June 10, 2020. Slightly offsetting these decreases are increases in guest fees and other revenue. Guest fees increased due to increased out of state handle as a result of racing weekdays in June 2020 upon reopening the pari-mutuel operations on June 10, 2020. The increase in other revenue is due to an increase in Advanced Deposit Wagering (ADW).

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Card Casino Revenue:

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Poker Games	$	-	$	1,823,000	$	1,657,000	$	3,753,000
Table Games		750,000		6,195,000		5,826,000		11,391,000
Total Collection Revenue		750,000		8,018,000		7,483,000		15,144,000
Other Poker Revenue		-		520,000		483,000		948,000
Other Table Games Revenue		45,000		353,000		390,000		699,000
Total Card Casino Revenue	$	795,000	$	8,891,000	$	8,356,000	$	16,791,000

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

As indicated by the table above, total Card Casino revenue decreased $8,096,000, or 91.1%, and 8,435,000, or 50.2%, for the three and six months ended June 30, 2020, compared to the same periods in 2019. These decreases are due to the COVID-19 Pandemic described above. When the Company reopened its table games operations on June 15, 2020, this include reduced seating at table games and capacity limitations to follow Minnesota state guidelines. The Company did not resume poker operations until July 2020.

Food and Beverage Revenue:

Food and beverage revenue decreased $2,433,000, or 95.6%, and $2,667,000, or 68.4%, for the three and six months ended June 30, 2020 compared to the same periods in 2019. These decreases are due to the COVID-19 Pandemic described above.

Other Revenue:

Other revenue decreased $1,349,000, or 75.4%, and $1,223,000, or 46.4% for the three and six months ended June 30, 2020 compared to the same periods in 2019. These decreases are due to the COVID-19 Pandemic described above.

Operating Expenses:

Total operating expenses decreased $10,042,000, or 66.4%, and $10,848,000, or 40.6%, for the three and six months ended June 30, 2020 compared to the same periods in 2019. These decreases in operating expenses reflect reductions in the majority of the Company’s operating expense line items, primarily as a result of the Company’s temporary suspension of operations through June 9, 2020. The following paragraphs provide further detail regarding certain operating expenses.

Purse expense decreased $1,359,000, or 69.3%, and $1,651,000, or 49.2% for the three and six months ended June 30, 2020 compared to the same periods in 2019. The decrease for both periods is due to lower pari-mutuel and Card Casino revenues. The decrease for the six months ended June 30, 2020 compared to the same period in 2019 is also due to the change in the purse payment structure related to changes in our horsemen contract for 2019.

Salaries and benefits decreased $5,043,000, or 72.7%, and $5,211,000, or 41.1%, for the three and six months ended June 30, 2020, compared to the same periods in 2019. The decreases are due primarily to the COVID-19 Pandemic, which resulted in the majority of Company employees being placed on an unpaid furlough during the temporary suspension of operations. The decrease is also due to a decrease in expenses related to our bonus plans, as these have been temporarily suspended, or converted into retention plans, as a result of the COVID-19 Pandemic.

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Additionally, labor costs were unusually high as a percentage of revenues in 2019 as a result of inefficiencies caused by the Card Casino construction in January and February and re-opening in March 2019.

Cost of food and beverage sales decreased $1,131,000 or 94.1%, and $1,192,000, or 65.2%, for the three and six months ended June 30, 2020, compared to the same periods in 2019. The decreases are due to lower food and beverage revenues as a result of the COVID-19 Pandemic.

Advertising and marketing decreased $719,000 or 95.0%, and $725,000, or 76.6%, for the three and six months ended June 30, 2020, compared to the same periods in 2019. The decreases are due to a reduction in advertising and marketing spend as a result from the COVID-19 Pandemic.

During the six months ended June 30, 2019, the Company recorded a loss on disposal of assets totaling $108,000. This primarily related to a write-off of assets disposed of in remodeling our Card Casino. Also, during the same period, the Company recorded a gain on insurance recoveries of $199,000 as a result of insurance proceeds related to flood damage incurred at the Racetrack

The Company recorded a net loss of $1,181,000 and $926,000, for the three and six months ended June 30, 2020. Net income for the three and six months ended June 30, 2020 and 2019 was $958,000 and $1,014,000, 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 (loss), a GAAP measure. We define EBITDA as earnings before interest, income tax (benefit) expense, and depreciation and amortization. We define Adjusted EBITDA as earnings before interest income, income tax (benefit) expense, depreciation and amortization, as well as excluding gain on insurance recoveries and loss from disposal of assets. 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 it is a widely used measure of performance and a basis for valuation of companies in our industry. Moreover, other companies that provide EBITDA information may calculate EBITDA differently than we do. Adjusted EBITDA reflects additional adjustments to EBITDA to eliminate unusual items and we believe the exclusion of these items allows for better comparability of our performance between periods.

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, 2020 and 2019:

Summary of EBITDA Data

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
NET (LOSS) INCOME	$	(1,181,197)	$	957,757	$	(925,976)	$	1,014,329
Interest income, net		(169,358)		(45,319)		(333,048)		(108,558)
Income tax (benefit) expense		(1,117,663)		392,316		(1,067,499)		376,223
Depreciation		693,640		576,221		1,410,493		1,201,740
EBITDA		(1,774,578)		1,880,975		(916,030)		2,483,734
Gain on insurance recoveries		—		(204,274)		—		(198,974)
Loss on disposal of assets		—		—		—		108,037
ADJUSTED EBITDA	$	(1,774,578)	$	1,676,701	$	(916,030)	$	2,392,797

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Adjusted EBITDA decreased $3,451,000, or 205.8%, for the three months ended June 30, 2020 as compared to the same period in 2019. Adjusted EBITDA decreased $3,309,000, or 138.3%, for the six months ended June 30, 2020 compared to the same period in 2020. The decreases are due to the COVID Pandemic described above and the temporary suspension of our operations.

Contingencies:

The Company entered into a Cooperative Marketing Agreement (the “CMA”) with the Shakopee Mdewakanton Sioux Community, which became effective on March 4, 2012, and was amended in the respective first quarters of 2015, 2016, 2017, 2018, and June 2020 and will expire December 31, 2022. The CMA contains specific covenants that, if breached, would trigger an obligation to repay a specified amount related to these covenants. At this time, management believes that the likelihood that the breach of a covenant would occur and that the Company would be required to pay the specified amount related to a covenant is remote.

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

Liquidity and Capital Resources:

The Company has a general credit and security agreement with a financial institution, which provides a revolving credit line up to $8.0 million and allows for letters of credit in the aggregate amount of up to $2.0 million to be issued under the credit agreement. As of June 30, 2020, the bank issued a $1,250,000 letter of credit on behalf of the Company and therefore, the Company has an available credit line up to $6,750,000. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. This agreement was amended as of September 30, 2019 to extend the maturity date to September 30, 2020. As of June 30, 2020, the outstanding balance on the line of credit was $2,865,000. Subsequent to the end of the quarter, the Company was repaid $2,940,000 as part of the transaction with Doran as described in Note 10 and Note 11 and used a portion of these funds to make a payment on its line of credit.

The Company’s cash, cash equivalents, and restricted cash balance at June 30, 2020 was $4,349,000 compared to $3,927,000 as of December 31, 2019. 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 liquidity and capital resource requirements for regular operations, as well as its planned development expenses during 2020. However, if the Company engages in any additional significant real estate development, additional financing would more than likely be required.

Given its number of employees and the nature of its primary operations, the Company does not currently qualify for any of the federal lending assistance offered by the CARES Act that was passed in late March and April 2020, including the Paycheck Protection Program or other CARES Acts small business lending programs.

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2020 was $379,000 primarily as a result of the following: The Company reported a net loss of $926,000, depreciation of $1,410,000, loss from equity investment of $150,000, and stock-based compensation and 401(k) match totaling $243,000. The Company also experienced an increase in payable to horseperson of $2,753,000. This was offset by an increase in accounts receivable of $1,008,000 and income taxes receivable of $2,506,000 and decrease in accrued wages and payroll taxes of $788,000.

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Net cash provided by operating activities for the six months ended June 30, 2019 was $9,327,000 primarily as a result of the following: The Company reported net income of $1,014,000, which included a loss on disposal of assets of $108,000. Cash from operating activities was increased by noncash charges from depreciation of $1,202,000 and stock-based compensation and 401(k) match totaling $573,000. The Company also experienced an increase in deferred revenue of $1,311,000, payable to horsepersons of $4,607,000, and Card Casino accruals of $341,000.

Investing Activities

Net cash used in investing activities for the first six months of 2020 and 2019 was $1,764,000 and $9,350,000, respectively, primarily for additions to land, buildings, and equipment and additions for TIF eligible improvements.

Financing Activities

Net cash provided by financing activities during the first six months of 2020 and 2019 was $2,566,000 and $613,000, primarily due to borrowings on the line of credit and proceeds from purchases of stock through the Employee Stock Purchase Plan and the exercise of stock options, partially offset by cash dividends paid to shareholders.

Critical Accounting Policies and Estimates:

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

Our significant accounting policies are included in Note 2 to our consolidated financial statements in our 2019 Annual Report on Form 10-K. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Property and Equipment - We have significant capital invested in our property and equipment, which represents 63.5% of our total assets at June 30, 2020. We use our judgment in various ways including: determining whether an expenditure is considered a maintenance expense or a capital asset; determining the estimated useful lives of assets; and determining if or when an asset has been impaired or has been disposed. Management periodically reviews the carrying value of property and equipment for potential impairment by comparing the carrying value of these assets with their related expected undiscounted future net cash flows. If the sum of the related expected future net cash flows is less than the carrying value, management would determine how much of an impairment loss would be measured by the amount by which the carrying value of the asset exceeds the fair value of the asset. We have determined that no impairment of these assets exists at June 30, 2020.

Stock-Based Compensation – Accounting guidance requires measurement of services provided in exchange for a share-based payment based on the grant date fair market value. We use our judgment in determining the assumptions used to determine the fair value of equity instruments granted using a Black-Scholes model. The Company also grants Long Term Incentive Awards under the Long Term Incentive Plan (the “LTI Plan”) under which Company executive officers and other senior executives have the opportunity to receive a payout of shares of the Company’s common stock at the end of a three-year period. Management must make a number of assumptions to estimate future results to determine the compensation expense of the LTI Plan. As a result of the COVID-19 Pandemic, the Company has temporarily suspended its LTI Plan until there is more certainty about the Company’s future operations.

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Commitments and Contractual Obligations:

The Company entered into the CMA with the SMSC on June 4, 2012, that was amended in January 2015, 2016, 2017, March 2018, and June 2020 and expires December 31, 2022. See “Cooperative Marketing Agreement” below.

Legislation:

Minimum Wage Legislation

In 2014, Minnesota legislation enacted into law an increase in the minimum wage that must be paid to most Company employees.  Beginning January 1, 2018, the minimum wage was set to increase at the beginning of each year by the rate of inflation with a maximum increase of up to 2.5% per year. The minimum wage for 2020 is $10.00 per hour. Prior to August 1, 2014, the Company employed a large number of individuals who received an hourly wage equal to or slightly above $7.25 per hour. As a result, this legislation had an adverse financial impact on the Company in 2014 through 2019, and will continue to have an adverse impact on the Company. We have implemented measures to partially mitigate the impact of this increase by raising our prices and reducing our employee count. These measures could themselves have an adverse effect because higher prices and diminished service levels may discourage customers from visiting the Racetrack.

Cooperative Marketing Agreement:

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

Because the Company is conducting a more limited 2020 live race meet due to the COVID-19 Pandemic, the Company and SMSC entered into the Fifth Amendment Agreement (“Fifth Amendment”) to the CMA effective June 8, 2020. Under the Fifth Amendment, the SMSC agreed to provide up to $5,620,000 for the annual purse enhancement for the year 2020. The annual purse enhancement that the SMSC is obligated to pay under the CMA for 2021 and 2022 was not changed and remains at $7,280,000 per year.

Under the terms of the CMA, as amended, the SMSC made payments of $1.1 million and $7.4 million during the first six months of 2020 and 2019, respectively, primarily for purse enhancements for the respective live race meets.

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. Under the Fifth Amendment, the SMSC is not required to pay the Company a 2020 annual marketing payment, but the Company will use previously paid but unspent funds for these purposes.

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As noted above and affirmed in the Fifth Amendment, SMSC is obligated to make the following purse enhancement and marketing payments for 2021 through 2022:

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

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

The amounts earned from the marketing payments are recorded as a component of other revenue and the related expenses are recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and six months ended June 30, 2020, the Company recorded $253,000 and $321,000 in other revenue, respectively, incurred $215,000 and $245,000 in advertising and marketing expense, respectively, and incurred $38,000 and $76,000 in depreciation, respectively, related to the SMSC marketing funds. For the three and six months ended June 30, 2019, the Company recorded $378,000 and $453,000 in other revenue, respectively, incurred $321,000 and $340,000 in advertising and marketing expense, respectively, and incurred $57,000 and $113,000 in depreciation, respectively, related to the SMSC marketing funds.

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

Redevelopment Agreement:

As mentioned above in note 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.

Forward-Looking Statements:

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

● material fluctuations in attendance at the Racetrack;

● any short-term or long-term effect that the COVID-19 Pandemic may have on the economy generally, or us as an entertainment venue, including reluctance from customers to visit our Racetrack or Card Casino or social distancing measures that we may voluntarily take that would limit attendance at our facilities;

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● the fact that due to the COVID-19 Pandemic, our non-real estate development operations were closed from March 16, 2020 to mid-June and early July 2020, when we resumed these operations on a more limited basis in light of restrictions imposed by Minnesota regulatory bodies;

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

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

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

● competition from other sports and entertainment options;

● increases in compensation and employee benefit costs;

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

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

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

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

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

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

● the success of the Company’s Canterbury Commons real estate development, including our reliance upon our joint venture partner Doran Companies to construct and profitably operate the upscale apartment complex;

● our success in our joint ventures and pending real estate developments;

● the fact that 2019 first quarter construction activity in our Card Casino resulted in a decline in Card Casino revenues and any future construction activity may result in similar decline;

● the fact the infrastructure improvements that we are making pursuant to the Redevelopment Agreement with the City of Shakopee together with improvements we are making to our parking facilities may disrupt traffic flow in a manner that discourages our customers from visiting our facilities, thereby affecting our revenue and profitability;

● our ability to develop and maintain high-quality food and beverage offerings that we can market and sell to our Racetrack and Card Casino patrons, as well as future residents of the new Triple Crown Apartments at Canterbury that are being developed by the Doran–Canterbury joint ventures;

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● the general health of the gaming sector; and

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

ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Note 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.

(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, 2020 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

There have been no changes to the Risk Factors listed in the Form 10-K for the year ended December 31, 2019.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not Applicable.

(b) Not Applicable.

(c) On December 17, 2007, the Company’s Board of Directors adopted a plan that authorized the repurchase of up to 250,000 shares of the Company’s common stock pursuant to Exchange Act Rule 10b-18 in open market transactions, block purchases of privately negotiated transactions (the “2008 Stock Repurchase Plan”). From its adoption until August 13, 2012, the Company repurchased 216,543 shares under the 2008 Stock Repurchase Plan and, on that date, authorized the repurchase of an additional 100,000 shares of the Company’s common stock. The Company did not repurchase any shares during the first quarter of 2020. The maximum number of shares that may yet be purchased under the above authorizations is 128,781 as of June 30, 2020.

Item 3.     Defaults upon Senior Securities

Not Applicable.

Item 4.     Mine Safety Disclosures

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Not Applicable.

Item 5.     Other Information

Not Applicable.

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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, 2020 announcing 2020 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, 2020, formatted in eXtensible Business Reporting Language XBRL: (i) Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, (ii) Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2020 and June 30, 2019, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2020 and June, 2019, (iv) Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2020 and June 30, 2019, and (v) Notes to Financial Statements.

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, 2020	/s/ Randall D. Sampson
	Randall D. Sampson,
	Executive Chairman, President, and Chief Executive Officer
Dated: August 11, 2020	/s/ Randy J. Dehmer
	Randy J. Dehmer, Chief Financial Officer

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Randall D. Sampson certify that:

1. I have reviewed this quarterly report on Form 10-Q of Canterbury Park Holding Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case on an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Dated: August 11, 2020	CANTERBURY PARK HOLDING CORPORATION
	/s/ Randall D. Sampson
	Randall D. Sampson
	Executive Chairman, President, and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Randy J. Dehmer certify that:

1. I have reviewed this quarterly report on Form 10-Q of Canterbury Park Holding Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case on an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

9
Dated: August 11, 2020	CANTERBURY PARK HOLDING CORPORATION
	/s/ Randy J. Dehmer
	Randy J. Dehmer
	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION

Pursuant to 18 U.S.C. 1350, the undersigned Chief Executive Officer and Chief Financial Officer of Canterbury Park Holding Corporation (the “Company”) herby certifies that:

(1) The accompanying quarterly report on Form 10-Q for the period ended June 30, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the accompanying Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	CANTERBURY PARK HOLDING CORPORATION
Dated: August 11, 2020	/s/ Randall D. Sampson
	Randall D. Sampson,
	Executive Chairman, President, and Chief Executive Officer
Dated: August 11, 2020	/s/ Randy J. Dehmer
	Randy J. Dehmer
	Chief Financial Officer

EX-99.1

Exhibit 99.1

CANTERBURY PARK HOLDING CORPORATION REPORTS

SECOND QUARTER RESULTS

Shakopee, MN – August 10, 2020 – Canterbury Park Holding Corporation (“Canterbury” or “the Company”) (NASDAQ: CPHC), today reported financial results for the second quarter and six months ended June 30, 2020. These results reflect the impact of the COVID-19 pandemic and the related state-mandated closure of Canterbury from March 16, 2020 through June 9, 2020, after which the Company resumed operations in a limited capacity..

($ in thousands, except per share data and percentages)

	Three Months Ended June 30,						Six Months Ended June 30,
					Increase						Increase
	2020		2019		(Decrease)		2020		2019		(Decrease)
Net revenues	$	2,768	$	16,433	(83.2)	%	$	13,717	$	28,024	(51.1)	%
Adjusted EBITDA		(1,775)		1,677	(205.8)	%		(916)		2,393	(138.3)	%
Net (loss) income	$	(1,181)	$	958	(223.3)	%	$	(926)	$	1,014	(191.3)	%
Basic EPS	$	(0.25)	$	0.21	(219.0)	%	$	(0.20)	$	0.22	(190.9)	%
Diluted EPS	$	(0.25)	$	0.21	(219.0)	%	$	(0.20)	$	0.22	(190.9)	%

(1) Adjusted EBITDA, a non-GAAP measure, excludes certain items from net (loss) income, a GAAP measure. Non-GAAP financial measures are not intended to be considered in isolation from, a substitute for, or superior to GAAP results. Definitions, disclosures and reconciliations of non-GAAP financial information are included later in the release.

Management Commentary

“Our second quarter results reflect the impact of the suspension of operations at Canterbury for the majority of the quarter. Importantly, we believe the quick and decisive actions we took following the closure of our operations in mid-March, as well as the continued progress we are making to monetize the excess real estate that surrounds Canterbury, will ensure that we have the necessary liquidity and financial flexibility both to support our day-to-day operations as they continue to ramp up and our long-term development efforts,” said Randy Sampson, President and Chief Executive Officer of Canterbury Park. “During the time Canterbury was closed and since the resumption of limited operations in June, we established our detailed COVID-19 Preparedness Plan to protect the health and safety of our team members and guests, including enhanced sanitation protocols and promoting social distancing throughout our Card Casino and racing operations.

“We were very pleased to begin welcoming our team members and guests back to Canterbury on June 10 when we reopened for what we anticipate will be 52 days of live racing as well as simulcast wagering operations. While limited to only 250 total guests for live racing beginning on our first day of operations, we have since expanded capacity to accommodate 750 fans divided across three separate areas. Our Card Casino reopened for all table games on June 15 and for poker on July 9, also with a 250-person capacity limitation. We continue to work closely with state and local officials to increase capacity across our operations in a safe manner.

“Notably, throughout this challenging five-month period, we have continued to make significant progress in unlocking value for the Company’s stakeholders with new agreements to monetize the excess real estate that surrounds Canterbury. In the 2020 second quarter, we entered into agreements for three new development projects at Canterbury Commons™, two of which are land sales that, along with the previously announced agreement for the sale of land to United Properties, we anticipate will generate cash flow for the Company later this year or early next year. The third agreement signed during the second quarter is a joint venture development that we expect will generate long-term cash flows for the Company. These agreements represent significant progress in our efforts to create a new population center through a complementary mix of residential, commercial and retail development that can bring additional energy and economic benefits to our Card Casino, racing and hospitality operations.

“The first residents of Canterbury Commons at the Triple Crown Residences at Canterbury Park have been on site for over two months, marking a significant milestone for our long-term vision. Through July 31, 2020, we have entered into agreements that we expect will result in more than $250 million of residential, commercial, hospitality and retail-oriented development on approximately 62 of the 140 acres that comprise Canterbury Commons, including approximately 850 residential units. We also continue to make progress pursuing additional agreements to further monetize our excess real estate.”

Mr. Sampson concluded, “For more than 25 years, the Company has been committed to providing an outstanding entertainment experience for our guests with world-class service while also focusing on growing shareholder value. It’s a mantra that has been instilled in our operations since my father, Curtis Sampson, Dale Schenian, and I first acquired Canterbury in 1994 and it’s a legacy we remain true to today. As we begin to return to normalized operations and look to regain our operating momentum, we believe we have the balance sheet and financial flexibility to support our Card Casino, pari-mutuel and hospitality growth initiatives as well as our ongoing efforts to create unique entertainment experiences for our guests, monetize our excess real estate and enhance value for our shareholders.”

CanterburyCommons Development Update

In the 2020 second quarter, Canterbury entered into three new agreements that in aggregate will result in new development on approximately 27 acres of land at Canterbury Commons. In June, the Company formed a joint venture with Greystone Construction (“Greystone”) to develop a 13-acre land parcel located on the southwest portion of the Canterbury Commons site with potential uses expected to include hospitality, dining, residential, commercial and service-oriented retail. Greystone will also relocate its corporate headquarters to a newly constructed 26,000 square foot office at the site. The Company contributed the 13 acres of land valued at approximately $261,000 per acre in July 2020 and will hold an approximate 62% interest in the joint venture; Greystone will provide development and construction services for the project and will hold an approximate 38% interest in the joint venture. Initial site work commenced in June and Greystone intends to break ground on its new corporate headquarters in the fall of 2020, with occupancy expected in 2021.

In April 2020, the Company entered into two purchase agreements for the sale of approximately 14 acres of land for total consideration of approximately $3.5 million. The agreements, which the Company expects will close late this year or early next year, would add 160 additional residential units within Canterbury Commons. The agreement with Pulte Homes of Minnesota will result in the development of 109 units including row homes and townhome buildings, with initial site work expected to begin later this year. The agreement with Lifestyle Communities, LLC will result in the development of a cooperative community featuring a 56-unit, four-story building with over 5,000 square feet of amenity spaces.

Development of Canterbury Commons began in 2018 with the first of two joint venture agreements between Canterbury and Doran Companies (“Doran”) for the development of the upscale Triple Crown Residences at Canterbury Park. Construction of the 321-unit first phase, which is being developed pursuant to the first joint venture agreement, began in late 2018 with initial occupancy on June 1, 2020. As of July 31, 2020, over half of the 100 units that are currently ready for occupancy have been leased. The remaining units will be released in phases as they are completed, with the final units ready for occupancy in the first quarter of 2021. With this initial proof-of-concept for Canterbury Commons now in place, Doran recently exercised its option for Phase II of the project, which will include an additional 300 units. Pursuant to this second agreement, the Company recently transferred roughly 10 acres of land to the second joint venture with Doran. As part of the Phase II agreement, the Company received $2.9 million from Doran in early August 2020 for repayment of a note receivable, which was on the Company’s balance sheet as a related party receivable as of June 30, 2020. The Company expects initial groundwork for the new building to begin later this year.

The Company also expects that road work on Unbridled Avenue on the north side of Canterbury will be completed in November 2020, providing a new entrance from Canterbury Road that will significantly improve access to Canterbury Commons.

The Company continues to make progress with developer and partner selection for the balance of the approximately 140 acres that will comprise Canterbury Commons, with a focus on additional commercial development including office, retail, hotel and entertainment spaces. Canterbury expects to make additional announcements of new development partners in the future for this phase of development.

Summary of 2020 Second Quarter Operating Results

The operating results for the three-month period ended June 30, 2020 presented below reflect the impact of the suspension of operations at Canterbury from March 16, 2020 through June 9, 2020. Live racing, simulcast wagering and limited food and beverage operations reopened at Canterbury on June 10 with capacity constraints, followed by initial table games operations, which resumed on June 15 with capacity constraints.

Net revenues for the three months ended June 30, 2020 decreased 83.2% to $2.8 million compared to $16.4 million for the same period in 2019. This year-over-year decrease in net revenues reflects a decrease in all of the Company’s areas of operating revenue, primarily as a result of the temporary suspension of operations through June 9, 2020, which was followed by the resumption of operations over the balance of the second quarter on a very limited basis.

Operating expenses for the three months ended June 30, 2020 were $5.1 million, a decrease of $10.0 million, or 66.4%, compared to operating expenses of $15.1 million for the same period in 2019. This year-over-year decrease in operating expenses reflects reductions in the majority of the Company’s operating expenses, primarily as a result of the temporary suspension of operations through June 9, 2020. The Company also recorded a gain on insurance recoveries of $204,000 in the second quarter of 2019, which was accounted for as a reduction in operating expenses.

The Company recorded a net loss of $1.2 million, or diluted loss per share of $0.25, for the three months ended June 30, 2020. Net income and diluted earnings per share for the three months ended June 30, 2019 were $958,000 and $0.21, respectively.

Adjusted EBITDA decreased 205.8% to a loss of $1.8 million in the 2020 second quarter compared to 2019 second quarter adjusted EBITDA of $1.7 million.

Summary of 2020 Year-to-Date Operating Results

Net revenues for the six months ended June 30, 2020 decreased 51.1% to $13.7 million compared to $28.0 million for the same period in 2019. This year-over-year decrease in net revenues reflects a decrease in all the Company’s areas of operating revenue, primarily as a result of the temporary suspension of operations from March 16, 2020 through June 9, 2020.

Operating expenses for the six months ended June 30, 2020 were $15.9 million, a decrease of $10.8 million, or 40.6%, compared to operating expenses of $26.7 million for the same period in 2019. This year-over-year decrease in operating expenses reflects reductions in a majority of the Company’s operating areas, primarily as a result of the temporary suspension of operations from March 16, 2020 through June 9, 2020. The Company also recorded a gain on insurance recoveries of $199,000 in the second quarter of 2019, which was accounted for as a reduction in operating expenses.

The Company recorded a net loss of $926,000, or diluted loss per share of $0.20 for the six months ended June 30, 2020. Net income and diluted earnings per share for the six months ended June 30, 2019 were $1.0 million and $0.22, respectively.

Adjusted EBITDA decreased 138.3% to a loss of $916,000 for the six months ended June 30, 2020 compared to adjusted EBITDA of $2.4 million for the same period in 2019.

Additional Financial Information

Further financial information for the second quarter ended June 30, 2020 is presented in the accompanying table. Additional information will be provided in the Company’s Form 10-Q Report that will be filed with the Securities and Exchange Commission on or about August 11, 2020.

Use of Non-GAAP Financial Measures

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 (loss) a GAAP measure. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as earnings before interest income, income tax expense, depreciation and amortization, as well as excluding gain on insurance recoveries and loss from disposal of assets. Neither EBITDA nor adjusted EBITDA is a measure of performance calculated in accordance with generally accepted accounting principles ("GAAP"), and should not be considered an alternative to, or more meaningful than, net income as an indicator of our operating performance. We have presented EBITDA as a supplemental disclosure because it is a widely used measure of performance and basis for valuation of companies in our industry. Other companies that provide EBITDA information may calculate EBITDA differently than we do. We have presented Adjusted EBITDA as a supplemental disclosure because it enables investors to understand our results excluding the effect of these items.

About Canterbury Park

Canterbury Park Holding Corporation owns and operates Canterbury Park Racetrack and Card Casino in Shakopee, Minnesota, the only thoroughbred and quarter horse racing facility in the State. The Company generally offers live racing from May to September. The Card Casino hosts card games 24 hours a day, seven days a week, dealing both poker and table games. The Company also conducts year-round wagering on simulcast horse racing and hosts a variety of other entertainment and special events at its Shakopee facility. The Company is redeveloping 140 acres of underutilized land surrounding the Racetrack in a project know as Canterbury Commons. The Company is pursuing several mixed-use development opportunities for this land, directly and through joint ventures. For more information about the Company, please visit www.canterburypark.com.

Cautionary Statement

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, business activities or plans. These statements are typically preceded by the words “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 which could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. We report these risks and uncertainties in our Form 10-K Report to the SEC. They include, but are not limited to: any effect that the COVID-19 coronavirus pandemic and resulting precautionary measures may have on us as an entertainment venue or on the economy generally, including the fact that we temporarily suspended all card casino, simulcast, and special events operations at Canterbury Park from March 16, 2020 through June 9, 2020, that since June 9, 2020 we have been open and operating on a much more limited basis to comply with state law and health protocols, and that we expect to operate a 53-day live race meet in 2020; material fluctuations in attendance at the Racetrack; material changes in the level of wagering by patrons; any decline in interest in the unbanked card games offered in the Card Casino; competition from other venues offering unbanked card games or other forms of wagering; competition from other sports and entertainment options; increases in compensation and employee benefit costs; increases in the percentage of revenues allocated for purse fund payments; higher than expected expense related to new marketing initiatives; the impact of wagering products and technologies introduced by competitors; the general health of the gaming sector; legislative and regulatory decisions and changes; our ability to successfully develop our real estate, including our reliance on our current and future development partners; temporary disruptions or changes in access to our facilities caused by ongoing infrastructure improvements; and other factors that are beyond our ability to control or predict.

# # #

Investor Contact:
Randy Dehmer	Richard Land, Jim Leahy
Vice President and Chief Financial Officer	JCIR
Canterbury Park Holding Corporation	212-835-8500 or cphc@jcir.com

952-233-4828 or investorrelations@canterburypark.com

- Financial tables follow -

CANTERBURY PARK HOLDING CORPORATION’S

SUMMARY OF OPERATING RESULTS

	Three months ended				Six months ended
	June 30,				June 30,
	2020		2019		2020		2019
Net Operating Revenues	$	2,767,855	$	16,433,177	$	13,716,814	$	28,023,874
Operating Expenses		(5,086,434)		(15,128,423)		(15,893,698)		(26,741,880)
(Loss) Income from Operations		(2,318,579)		1,304,754		(2,176,884)		1,281,994
Other Operating Income, net		19,719		45,319		183,409		108,558
Income Tax Benefit (Expense)		1,117,663		(392,316)		1,067,499		(376,223)
Net (Loss) Income	$	(1,181,197)	$	957,757	$	(925,976)	$	1,014,329
Basic Net (Loss) Income Per Common Share	$	(0.25)	$	0.21	$	(0.20)	$	0.22
Diluted Net (Loss) Income Per Common Share	$	(0.25)	$	0.21	$	(0.20)	$	0.22

RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA

	Three months ended				Six months ended
	June 30,				June 30,
	2020		2019		2020		2019
NET (LOSS) INCOME	$	(1,181,197)	$	957,757	$	(925,976)	$	1,014,329
Interest income, net		(169,358)		(45,319)		(333,048)		(108,558)
Income tax (benefit) expense		(1,117,663)		392,316		(1,067,499)		376,223
Depreciation		693,640		576,221		1,410,493		1,201,740
EBITDA		(1,774,578)		1,880,975		(916,030)		2,483,734
Gain on insurance recoveries		-		(204,274)		-		(198,974)
Loss on disposal of assets		-		-		-		108,037
ADJUSTED EBITDA	$	(1,774,578)	$	1,676,701	$	(916,030)	$	2,392,797

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 01, 2020
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Entity Registrant Name	CANTERBURY PARK HOLDING CORPORATION
Entity Central Index Key	0001672909
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		4,709,168
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents		$ 355,399
Restricted cash	$ 4,349,381	2,308,955
Short-term investments		103,886
Current portion of related party receivable	3,208,000
Accounts receivable, net of allowance of $19,250 for both periods	1,037,782	302,037
Inventory	293,998	390,118
Prepaid expenses	545,981	501,493
Income taxes receivable	1,947,939
Total current assets	11,383,081	3,961,888
LONG-TERM ASSETS
Deposits	49,500	49,500
Restricted cash - long-term portion		1,262,744
TIF receivable	10,374,482	9,708,856
Related party receivable	593,303	3,528,927
Operating lease right-of-use assets	62,275	74,832
Equity investment	2,842,994	2,992,633
Land, buildings and equipment, net	44,052,485	43,833,702
TOTAL ASSETS	69,358,120	65,413,082
CURRENT LIABILITIES
Accounts payable	4,128,914	3,495,238
Line of credit	2,865,320
Card Casino accruals	1,699,997	2,167,056
Accrued wages and payroll taxes	1,466,122	2,254,379
Cash dividend payable		324,439
Accrued property taxes	1,019,657	1,019,658
Deferred revenue	1,061,322	1,482,130
Payable to horsepersons	2,874,308	557,696
Current portion of finance lease obligations	25,117	24,500
Current portion of operating lease obligations	26,066	29,776
Income taxes payable		120,960
Total current liabilities	15,166,823	11,475,832
LONG-TERM LIABILITIES
Deferred income taxes	5,325,700	4,404,300
Finance lease obligations, net of current portion	59,069	71,784
Operating lease obligations, net of current portion	36,209	45,056
Total long-term liabilities	5,420,978	4,521,140
TOTAL LIABILITIES	20,587,801	15,996,972
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, 10,000,000 shares authorized, 4,706,814 and 4,644,522 respectively, shares issued and outstanding	47,068	46,445
Additional paid-in capital	23,096,660	22,733,933
Retained earnings	25,626,591	26,635,732
Total stockholders' equity	48,770,319	49,416,110
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 69,358,120	$ 65,413,082

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance	$ 19,250	$ 19,250
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,706,814	4,644,522
Common stock, shares outstanding	4,706,814	4,644,522

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
OPERATING REVENUES:
Operating revenues	$ 2,767,855	$ 16,433,177	$ 13,716,814	$ 28,023,874
OPERATING EXPENSES:
Purse expense	601,674	1,960,635	1,705,068	3,356,172
Minnesota Breeders' Fund	123,427	306,107	313,171	523,802
Other pari-mutuel expenses	58,691	451,685	279,540	720,051
Salaries and benefits	1,893,309	6,936,685	7,471,202	12,681,972
Cost of food and beverage and other sales	70,888	1,201,414	635,039	1,827,171
Depreciation and amortization	693,640	576,221	1,410,493	1,201,740
Utilities	202,021	376,803	492,632	698,918
Advertising and marketing	38,176	757,191	222,164	947,520
Professional and contracted services	610,405	1,338,353	1,582,729	2,304,739
Loss on disposal of assets				108,037
Gain on insurance recoveries		(204,274)		(198,974)
Other operating expenses	794,203	1,427,603	1,781,660	2,570,732
Total Operating Expenses	5,086,434	15,128,423	15,893,698	26,741,880
(LOSS) INCOME FROM OPERATIONS	(2,318,579)	1,304,754	(2,176,884)	1,281,994
OTHER OPERATING INCOME (LOSS)
Loss from equity investment	(149,639)		(149,639)	(2,377)
Interest income, net	169,358	45,319	333,048	108,558
Net Other Income	19,719	45,319	183,409	108,558
(LOSS) INCOME BEFORE INCOME TAXES	(2,298,860)	1,350,073	(1,993,475)	1,390,552
INCOME TAX BENEFIT (EXPENSE)	1,117,663	(392,316)	1,067,499	(376,223)
NET (LOSS) INCOME	$ (1,181,197)	$ 957,757	$ (925,976)	$ 1,014,329
Basic (loss) earnings per share	$ (0.25)	$ 0.21	$ (0.20)	$ 0.22
Diluted (loss) earnings per share	$ (0.25)	$ 0.21	$ (0.20)	$ 0.22
Weighted Average Basic Shares Outstanding	4,679,122	4,586,734	4,669,350	4,573,106
Weighted Average Diluted Shares	4,679,122	4,595,716	4,672,447	4,588,327
Cash dividends declared per share	$ 0.00	$ 0.07	$ 0.00	$ 0.14
Pari-mutuel
OPERATING REVENUES:
Operating revenues	$ 1,420,583	$ 3,208,076	$ 2,716,609	$ 4,698,886
Card Casino
OPERATING REVENUES:
Operating revenues	795,195	8,891,005	8,356,367	16,790,968
Food and beverage
OPERATING REVENUES:
Operating revenues	111,137	2,544,393	1,230,132	3,897,194
Other
OPERATING REVENUES:
Operating revenues	$ 440,940	$ 1,789,703	$ 1,413,706	$ 2,636,826

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2018	$ 45,277	$ 21,420,886	$ 25,268,187	$ 46,734,350
Balance, shares at Dec. 31, 2018	4,527,685
Exercise of stock options	$ 303	185,589		185,892
Exercise of stock options, shares	30,310
Other share retirements	$ (59)	(27,915)	(62,023)	(89,997)
Other share retirements, shares	(5,863)
Stock-based compensation		163,508		163,508
Dividend distribution			(641,379)	(641,379)
401(K) stock match	$ 296	409,229		409,525
401(K) stock match, shares	29,591
Issuance of deferred stock awards	$ 110	(55,044)		(54,934)
Issuance of deferred stock awards, shares	10,968
Shares issued under Employee Stock Purchase Plan	$ 114	127,217		127,331
Shares issued under Employee Stock Purchase Plan, shares	11,416
Net (loss) income			1,014,329	1,014,329
Balance at Jun. 30, 2019	$ 46,041	22,223,470	25,579,114	47,848,625
Balance, shares at Jun. 30, 2019	4,604,107
Balance at Mar. 31, 2019	$ 45,747	21,783,690	24,942,510	46,771,947
Balance, shares at Mar. 31, 2019	4,574,658
Exercise of stock options	$ 23	13,478		13,501
Exercise of stock options, shares	2,250
Stock-based compensation		73,450		73,450
Dividend distribution			(321,153)	(321,153)
401(K) stock match	$ 215	292,917		293,132
401(K) stock match, shares	21,480
Shares issued under Employee Stock Purchase Plan	$ 57	59,935		59,992
Shares issued under Employee Stock Purchase Plan, shares	5,719
Net (loss) income			957,757	957,757
Balance at Jun. 30, 2019	$ 46,041	22,223,470	25,579,114	47,848,625
Balance, shares at Jun. 30, 2019	4,604,107
Balance at Dec. 31, 2019	$ 46,445	22,733,933	26,635,732	49,416,110
Balance, shares at Dec. 31, 2019	4,644,522
Exercise of stock options	$ 242	200,548		200,790
Exercise of stock options, shares	24,250
Other share retirements	$ (99)	(44,587)	(79,512)	(124,198)
Other share retirements, shares	(9,920)
Stock-based compensation		67,664		67,664
Dividend distribution			(3,653)	(3,653)
401(K) stock match	$ 185	175,491		175,676
401(K) stock match, shares	18,497
Issuance of deferred stock awards	$ 256	(72,635)		(72,379)
Issuance of deferred stock awards, shares	25,563
Shares issued under Employee Stock Purchase Plan	$ 39	36,246		36,285
Shares issued under Employee Stock Purchase Plan, shares	3,902
Net (loss) income			(925,976)	(925,976)
Balance at Jun. 30, 2020	$ 47,068	23,096,660	25,626,591	48,770,319
Balance, shares at Jun. 30, 2020	4,706,814
Balance at Mar. 31, 2020	$ 46,941	23,035,735	26,811,441	49,894,117
Balance, shares at Mar. 31, 2020	4,694,138
Stock-based compensation		10,058		10,058
Dividend distribution			(3,653)	(3,653)
401(K) stock match	$ 13	14,696		14,709
401(K) stock match, shares	1,318
Issuance of deferred stock awards	$ 75	(75)
Issuance of deferred stock awards, shares	7,456
Shares issued under Employee Stock Purchase Plan	$ 39	36,246		36,285
Shares issued under Employee Stock Purchase Plan, shares	3,902
Net (loss) income			(1,181,197)	(1,181,197)
Balance at Jun. 30, 2020	$ 47,068	$ 23,096,660	$ 25,626,591	$ 48,770,319
Balance, shares at Jun. 30, 2020	4,706,814

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)
Operating Activities:
Net (loss) income	$ (925,976)	$ 1,014,329
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	1,410,493	1,201,740
Stock-based compensation expense	67,664	163,508
Stock-based employee match contribution	175,676	409,229
Deferred income taxes	921,400	1,084,400
Loss from equity investment	149,639	2,377
Loss on disposal of assets		108,037
Gain on insurance recoveries		(198,974)
Changes in operating assets and liabilities:
Increase in accounts receivable	(1,008,121)	(556,740)
Decrease (increase) in other current assets	51,632	(63,603)
Increase (decrease) in income taxes receivable/payable	(2,505,635)	(680,177)
Decrease in operating lease right-of-use assets	12,557	11,535
Decrease in operating lease liabilities	(12,557)	(11,535)
Increase in accounts payable	206,665	531,433
(Decrease) increase in deferred revenue	(420,808)	1,310,506
(Decrease) increase in Card Casino accruals	(467,059)	340,760
(Decrease) increase in accrued wages and payroll taxes	(788,257)	44,507
(Decrease) increase in accrued property taxes	(1)	8,436
Increase in payable to horsepersons	2,753,348	4,607,394
Net cash (used in) provided by operating activities	(379,340)	9,327,162
Investing Activities:
Additions to land, buildings, and equipment	(1,349,849)	(5,671,183)
Additions for TIF eligible improvements	(518,042)	(4,843,708)
Decrease in notes receivable		1,062,336
Proceeds from sale of investments	103,886	102,659
Net cash used in investing activities	(1,764,005)	(9,349,896)
Financing Activities:
Proceeds from issuance of common stock	112,877	223,522
Payments against line of credit	(2,044,668)	(2,826,044)
Borrowings on line of credit	4,909,988	3,920,257
Cash dividend paid to shareholders	(328,092)	(637,164)
Payments for taxes related to net share settlement of equity awards	(72,379)	(54,934)
Principal payments on finance lease	(12,098)	(12,278)
Net cash provided by financing activities	2,565,628	613,359
Net increase in cash, cash equivalents, and restricted cash	422,283	590,625
Cash, cash equivalents, and restricted cash at beginning of period	3,927,098	11,203,998
Cash, cash equivalents, and restricted cash at end of period	4,349,381	11,794,623
Schedule of non-cash investing and financing activities
Additions to buildings and equipment funded through accounts payable	427,000	698,000
Transfer of future TIF reimbursed costs from PP&E	666,000	4,844,000
ROU assets obtained in exchange for operating lease obligations		103,000
Dividend declared		321,000
Supplemental disclosure of cash flow information:
Income taxes paid		440,000
Interest paid	$ 16,000	$ 14,000

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OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2020

OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.    OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business – The Company’s 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 Card 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 Card Casino currently offers a variety of poker and table games. The Company’s three largest sources of revenues are from Card 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 approximately 140 acres of underutilized land surrounding the Racetrack in a project known as Canterbury CommonsTM. The Company is pursuing several mixed-use development opportunities for this land, directly and through joint ventures.

In January 2020, an outbreak of a respiratory illness caused by a new strain of coronavirus was identified. The disease has since spread rapidly across the world, causing the World Health Organization to declare the outbreak a pandemic (the “COVID-19 Pandemic”) on March 12, 2020. Since that time, governments and businesses have taken measures to limit the impact of the COVID-19 Pandemic, including the issuance of shelter-in-place orders, social distancing measures, travel bans and restrictions and business shutdowns.

On March 16, 2020, the Company announced that, based on the advice of Minnesota state and regulatory bodies, it was temporarily suspending all card casino, simulcast, and special events operations at Canterbury Park in response to concerns about the COVID-19 Pandemic. Canterbury Park determined this voluntary suspension of activities was in the best interest of the health and safety of its guests and team members and would provide the Company an opportunity to review and update operational best practices and strategies based on what was currently known about this public health situation and future developments. On June 10, 2020, the Company reopened and resumed simulcast, live racing, and food and beverage operations. The Company also resumed table games and poker operations in the Company’s Card Casino on June 15, 2020 and July 9, 2020, respectively. These reopenings were done in compliance with Minnesota state guidelines on capacity limitations.

Despite a strong start to the year, the disruptions arising from the COVID-19 Pandemic had a significant impact on the Company's financial condition and operations during the three and six months ended June 30, 2020. The duration and intensity of this global health emergency and related disruptions is uncertain. Given the dynamic nature of these circumstances, the impact on the Company’s consolidated results of operations, cash flows and financial condition in 2020 has been material, and the Company expects it will continue to be material. The Company cannot reasonably estimate at this time when the COVID-19 Pandemic will end, or when or how quickly the current travel restrictions and capacity restrictions will be modified or cease to be necessary. As a result, it is difficult to predict the continuing and future impact on the Company’s business and the willingness of customers to spend on entertainment.

The Company has a consolidated balance sheet with no long-term debt and an $8.0 million credit line that the Company anticipates will provide the Company with the necessary liquidity and financial flexibility to manage through this challenging operating environment. We have taken significant actions to mitigate the effects of the COVID-19 Pandemic on our operations, including initiating workforce reductions and furloughs, suspending the Company’s quarterly cash dividend, reducing working capital, postponing non-essential capital expenditures, reducing operating costs, and substantially reducing discretionary spending. We expect these countermeasures to partially mitigate the impact of COVID-19 on our full year 2020 financial results. As the impact of the COVID-19 Pandemic on the economy and our operations evolves, we will continue to assess the impact on the Company and respond accordingly.

Basis of Presentation and Preparation – The accompanying condensed consolidated financial statements include the accounts of the Company (Canterbury Park Holding Corporation and its subsidiaries Canterbury Park Entertainment, LLC; Canterbury Park Concession, 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, 2019, included in its Annual Report on Form 10‑K (the “2019 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, 2020 and 2019 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, 2020 and 2019 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 Form 10-K for the fiscal year ended December 31, 2019. There were no material changes in significant accounting policies during the quarter and six months ended June 30, 2020.

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.

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. Deferred revenue also includes advanced Cooperative Marketing Agreement (“CMA”) promotional funds, for which revenue is recognized when expenses are incurred.  

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 Card 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 MHBPA, $1,185,000 and $2,864,000 for the six months ended June 30, 2020 and 2019, 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.

Checks Written in Excess of Cash Balance – For the six months ended June 30, 2020, the Company included $1,600,000 of checks written in excess of cash balance within accounts payable on the Condensed Consolidated Balance Sheet. There were no checks written in excess of cash balance as of December 31, 2019.

Revenue Recognition – The Company’s primary revenues with customers consist of Card 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 Card 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 Card 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 Card 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.

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.

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2020

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

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. Currently, there are two awards outstanding that are for three-year periods ending December 31, 2020 and 2021. As a result of the COVID-19 Pandemic, the Company temporarily suspended the granting of performance awards under its LTI Plan until there is more certainty about the Company’s future operations, and instead granted other awards designed to retain NEOs and other Senior Executives as described below under “Employee Deferred Stock Awards.”

Board of Directors Stock Option, 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. Options granted under the Plan generally expire 10 years after the grant date. Restricted stock and deferred stock grants 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. On June 25, 2020, 17,975 shares of deferred stock awards were granted to non-employee members of the Board of Directors with a price per share equal to the market value on the date of grant of $11.07. The vesting schedule of these awards is described above. There were no unvested restricted stock or stock options outstanding at June 30, 2020.

Employee Deferred Stock Awards

On June 25, 2020, 47,000 shares of deferred stock awards were granted to employees pursuant to the Company’s Stock Plan with a price per share equal to the market price on the date of grant of $11.07. The vesting schedule of the awards is as follows: (i) 60% vesting and being issued in December 2020, (ii) 20% vesting and being issued in March 2022, and (iii) 20% vesting and being issued in March 2023. The Company’s Board of Directors designated those portions of the deferred stock awards vesting in 2020 as awards under the Company’s 2020 annual incentive plan and designed those portions of the awards scheduled to vest in 2022 and 2023 as 2020 awards under the Company’s LTI Plan. The compensation cost associated with this grant of deferred stock awards is $466,000, which is being recognized over the respective vesting periods.

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 $68,000 and $164,000 for the six months ended June 30, 2020 and 2019, respectively and $10,000 and $73,000 for the three months ended June 30, 2020 and 2019, respectively.

Employee Stock Option Grants

The Company has granted incentive stock options to employees pursuant to the Company’s Stock Plan with an exercise price equal to the market price on the date of grant. The options vest over a 42‑month period and expire in 10 years.

A summary of stock option activity as of June 30, 2020 and changes during the six months then ended is presented below:

				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
	Number of	Exercise		Contractual		Grant Date
Stock Options	Options	Price		Term		Fair Value
Outstanding at January 1, 2020	33,250	$	9.64
Granted	-		-
Exercised	(24,250)		8.28
Expired/Forfeited	-		-
Outstanding at June 30, 2020	9,000	$	13.30		0.6 Years	$	119,700
Exercisable at June 30, 2020	9,000	$	13.30		0.6 Years	$	119,700

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NET (LOSS) INCOME PER SHARE COMPUTATIONS

6 Months Ended

Jun. 30, 2020

NET (LOSS) INCOME PER SHARE COMPUTATIONS

NET (LOSS) INCOME PER SHARE COMPUTATIONS

3.    NET (LOSS) 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, 2020 and 2019:

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Net (loss) income (numerator) amounts used for basic and diluted per share computations:	$	(1,181,197)	$	957,757	$	(925,976)	$	1,014,329
Weighted average shares (denominator) of common stock outstanding:
Basic		4,679,122		4,586,734		4,669,350		4,573,106
Plus dilutive effect of stock options		—		8,982		3,097		15,221
Diluted		4,679,122		4,595,716		4,672,447		4,588,327
Net (loss) income per common share:
Basic	$	(0.25)	$	0.21	$	(0.20)	$	0.22
Diluted		(0.25)		0.21		(0.20)		0.22

Options to purchase 9,000 shares of common stock at an average price of $13.30 per share were outstanding but not included in the computation of diluted net (loss) income per share for the six months ended June 30, 2020 and June 30, 2019 because the exercise price of the options exceeded the market price of the Company’s common stock at June 30, 2020 and June 30, 2019.

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GENERAL CREDIT AGREEMENT

6 Months Ended

Jun. 30, 2020

GENERAL CREDIT AGREEMENT

GENERAL CREDIT AGREEMENT

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 $8,000,000 and allows for letters of credit in the aggregate amount of up to $2,000,000 to be issued under the credit agreement. As of June 30, 2020, the financial institution had issued a $1,250,000 letter of credit on the Company’s behalf, and therefore, the Company had an available credit line up to $6,750,000. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. This agreement was amended as of September 30, 2019 to extend the maturity date to September 30, 2020. As of June 30, 2020, the outstanding balance on the line of credit was $2,865,320.  

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OPERATING SEGMENTS

6 Months Ended

Jun. 30, 2020

OPERATING SEGMENTS

OPERATING SEGMENTS

5.    OPERATING SEGMENTS

The Company has four reportable operating segments: horse racing, Card Casino, food and beverage, and development. The horse racing segment primarily represents simulcast and live horse racing operations. The Card Casino segment represents operations of Canterbury Park’s Card Casino, the food and beverage segment represents food and beverage operations provided during simulcast and live racing, in the Card 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 Card 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.

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, 2020
	Horse Racing		Card Casino		Food and Beverage		Development		Total
Net revenues from external customers	$	4,056	$	8,356	$	1,293	$	12	$	13,717
Intersegment revenues		74		—		274		—		348
Net interest (expense) income		(16)		—		—		199		183
Depreciation		1,038		261		111		—		1,410
Segment (loss) income before income taxes		(2,167)		(167)		(419)		61		(2,692)
Segment tax expense (benefit)		(786)		(89)		(224)		33		(1,066)
	June 30, 2020
Segment Assets	$	35,880	$	3,177	$	25,040	$	28,600	$	92,697

	Six Months Ended June 30, 2019
	Horse Racing		Card Casino		Food and Beverage		Development		Total
Net revenues from external customers	$	7,207	$	16,791	$	4,026	$	—	$	28,024
Intersegment revenues		416		—		678		—		1,094
Net interest income		(4)		—		—		113		109
Depreciation		1,079		35		88		—		1,202
Segment (loss) income before income taxes		(1,432)		2,695		154		(15)		1,402
Segment tax expense (benefit)		(391)		729		42		(4)		376
	December 31, 2019
Segment Assets	$	31,618	$	3,327	$	25,430	$	29,074	$	89,449

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, 2020
	2020		2019
Revenues
Total net revenue for reportable segments	$	14,065	$	29,118
Elimination of intersegment revenues		(348)		(1,094)
Total consolidated net revenues	$	13,717	$	28,024

(Loss) income before income taxes
Total segment (loss) income before income taxes	$	(2,692)	$	1,402
Elimination of intersegment income (loss) before income taxes		699		(11)
Total consolidated (loss) income before income taxes	$	(1,993)	$	1,391

	June 30,		December 31,
	2020		2019
Assets
Total assets for reportable segments	$	92,697	$	89,449
Elimination of intercompany balances		(23,339)		(24,036)
Total consolidated assets	$	69,358	$	65,413

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2020

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

6.    COMMITMENTS AND CONTINGENCIES

In accordance with an Earn Out Promissory Note given to the prior owner of the Racetrack as part of the consideration paid by the Company to acquire the Racetrack in 1994, if (i) off-track betting becomes legally permissible in the State of Minnesota and (ii) the Company begins to conduct off-track betting with respect to or in connection with its operations, the Company will be required to pay to the IMR Fund, L.P. the greater of (a) $700,000 per Operating Year, as defined, or (b) 20% of the Net Pretax Profit, as defined for each of five operating years. At this time, management believes that the likelihood that these two conditions will be met and that the Company would be required to pay these amounts is remote. At the date (if any) that these two conditions are met, the five minimum payments would be discounted back to their present value and the sum of those discounted payments would be capitalized as part of the purchase price in accordance with GAAP. The purchase price will be further increased if payments become due under the “20% of Net Pretax Profit” calculation. The first payment would be due 90 days after the end of the third Operating Year in which off-track betting is conducted by the Company. Remaining payments would be made within 90 days of the end of each of the next four Operating Years.

The Company entered into a Cooperative Marketing Agreement (the “CMA”) with the Shakopee Mdewakanton Sioux Community (“SMSC”), which became effective March 4, 2012, was amended in the first quarter of each of 2015, 2016, 2017, 2018, and in June 2020 (as described below in Note 7) and will expire on December 31, 2022. The CMA contains certain covenants that, if breached, would trigger an obligation to repay a specified amount related to such covenant. At this time, management believes it unlikely that any breach of a covenant will occur, and that therefore the possibility that the Company will be required to pay the specified amount related to any covenant breach is remote.

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, 2020 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”). The Company is obligated to construct certain 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. 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. 

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COOPERATIVE MARKETING AGREEMENT

6 Months Ended

Jun. 30, 2020

COOPERATIVE MARKETING AGREEMENT

COOPERATIVE MARKETING AGREEMENT

7.    COOPERATIVE MARKETING AGREEMENT

As discussed above in Note 6, on March 4, 2012, the Company entered into the CMA with the SMSC. The primary purpose of the CMA is to increase purses paid during live horse racing at Canterbury Park’s Racetrack in order to strengthen Minnesota’s thoroughbred and quarter horse industry. Under the CMA, as amended, this is achieved through “Purse Enhancement Payments to Horsemen” paid directly to the MHBPA. These payments have no direct impact on the Company’s consolidated financial statements or operations.

Because the Company is conducting a more limited 2020 live race meet due to the COVID-19 Pandemic, the Company and SMSC entered into the Fifth Amendment Agreement (“Fifth Amendment”) to the CMA effective June 8, 2020. Under the Fifth Amendment, the SMSC agreed to provide up to $5,620,000 for the annual purse enhancement for the year 2020. The annual purse enhancement that the SMSC is obligated to pay under the CMA for 2021 and 2022 was not changed and remains at $7,280,000 per year.

Under the terms of the CMA, as amended, the SMSC made payments of $1.1 million and $7.4 million during the first six months of 2020 and 2019, respectively, primarily for purse enhancements for the respective live race meets.

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. Under the Fifth Amendment, the SMSC is not required to pay the Company a 2020 annual marketing payment, but the Company will use previously paid but unspent funds for these purposes.

As noted above and affirmed in the Fifth Amendment, SMSC is obligated to make the following purse enhancement and marketing payments for 2021 through 2022:

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

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

The amounts earned from the marketing payments are recorded as a component of other revenue and the related expenses are recorded as a component of advertising and marketing expense and depreciation in the Company’s condensed consolidated statements of operations. For the three and six months ended June 30, 2020, the Company recorded $253,000 and $321,000 in other revenue, respectively, incurred $215,000 and $245,000 in advertising and marketing expense, respectively, and incurred $38,000 and $76,000 in depreciation, respectively, related to the SMSC marketing funds. For the three and six months ended June 30, 2019, the Company recorded $378,000 and $453,000 in other revenue, respectively, incurred $321,000 and $340,000 in advertising and marketing expense, respectively, and incurred $57,000 and $113,000 in depreciation, respectively, related to the SMSC marketing funds.

Under the CMA, the Company agreed for the term of the CMA, which is currently scheduled to terminate on December 31, 2022, 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.

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REAL ESTATE DEVELOPMENT

6 Months Ended

Jun. 30, 2020

REAL ESTATE DEVELOPMENT

REAL ESTATE DEVELOPMENT

8.  REAL ESTATE DEVELOPMENT

Equity Investment

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”). Doran Canterbury I is developing Phase I of the Project, which will include approximately 300 units, a heated parking ramp, and a clubhouse.

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. 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.

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”). Under the Doran Canterbury II Operating Agreement, Doran Canterbury II will pursue development of Phase II of the Project, which is expected to begin upon rental stabilization of Phase I. 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 July 30, 2020. See Note 11. In connection with its contribution, Canterbury Development became a 27.4% equity member in Doran Canterbury II with Doran owning the remaining 72.6%.

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 Redevelopment Agreement, the Company 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. More specifically, the Company is obligated to construct improvements on Shenandoah Drive and Unbridled Avenue (formerly Barenscheer Boulevard) with these improvements required to be substantially complete on or before December 31, 2019 and December 31, 2020, respectively. As of June 30, 2020, improvements to Shenandoah Drive were substantially complete. The City of Shakopee has authorized changes to the Redevelopment Agreement and the responsibilities of the Company, but the Company, the City of Shakopee and other parties have not formally entered into an agreement that memorializes these changes. The Company will provide updated disclosure when the parties enter into a new agreement.

Under the Redevelopment Agreement, the City of Shakopee has agreed that a portion of the tax increment revenue generated from the developed property will be paid to the Company to reimburse it for its expense in constructing infrastructure improvements. The total estimated cost of TIF eligible improvements to be borne by the Company is $23,336,500. A detailed Schedule of the Public Improvements under the Redevelopment Agreement, the timeline for their construction and the source and amount of funding is set forth on Exhibit C of the Redevelopment Agreement, which was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2018. The total amount of funding that Canterbury will be paid as reimbursement under the TIF program for these improvements is not guaranteed, however, and will depend on future tax revenues generated from the developed property. As of June 30, 2020, the Company recorded a TIF receivable of $10,374,000, which represents $9,967,000 of principal and $407,000 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. 

Development Agreements

On March 13, 2020, the Company entered into an agreement to sell approximately 12 acres of land on the east side of the Racetrack to a third party for total consideration of approximately $2,500,000. Closing is subject to the satisfaction of certain customary conditions. The Company expects the transaction to close in 2020.  

On April 7, 2020, the Company entered into an agreement to sell approximately 11.3 acres of land on the west side of the Racetrack to a third party for total consideration of approximately $2,400,000. Closing is subject to the satisfaction of certain customary conditions. The Company expects the transaction to close in 2021. 

On April 15, 2020, the Company entered into an agreement to sell approximately 2.4 acres of land on the west side of the Racetrack to a third party for total consideration of approximately $1,100,000. Closing is subject to the satisfaction of certain customary conditions. The Company expects the transaction to close in 2021.

On June 16, 2020, the Company’s subsidiary 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. The Company closed on this transaction in July 2020. As the land was not transferred to the joint venture as of June 30, 2020, the Company did not record an investment in the joint venture for the 2020 second quarter.

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LEASES

6 Months Ended

Jun. 30, 2020

LEASES [Abstract]

LEASES

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.

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 $13,440 and $15,132 for the six months ended June 30, 2020 and 2019, respectively. 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 $147,119 and $282,464 for the six months ended June 30, 2020 and 2019, respectively.

Lease costs included in depreciation and amortization related to our finance leases were $11,898 and $12,473 for the six months ended June 30, 2020 and 2019. 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:

		Six Months Ended June 30,
	Balance Sheet Location	2020		2019
Assets
Finance	Land, buildings and equipment, net (1)	$	84,186	$	$ 109,210
Operating	Operating lease right-of-use assets		62,275		91,577
Total Leased Assets		$	146,461	$	$ 200,787

1  – Finance lease assets are net of accumulated amortization of $41,955 and $12,464 as of June 30, 2020 and 2019, respectively.

The following table shows the lease terms and discount rates related to our leases:

	Six Months Ended June 30,
	2020	2019
Weighted average remaining lease term (in years):
Finance	3.2	4.3
Operating	1.0	1.5
Weighted average discount rate (%):
Finance	5.0%	5.0%
Operating	5.5%	5.4%

The maturity of operating leases and finance leases as of June 30, 2020 are as follows:

Six Months Ended June 30, 2020	Operating leases		Finance leases
2020 remaining	$	18,018	$	14,371
2021		23,100		28,743
2022		23,100		28,743
2023		—		19,332
Total minimum lease obligations		64,218		91,189
Less: amounts representing interest		(1,943)		(7,003)
Present value of minimum lease payments		62,275		84,186
Less: current portion		(26,066)		(25,117)
Lease obligations, net of current portion	$	36,209	$	59,069

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RELATED PARTY RECEIVABLES

6 Months Ended

Jun. 30, 2020

RELATED PARTY RECEIVABLES

RELATED PARTY RECEIVABLES

10.  RELATED PARTY RECEIVABLES

On December 20, 2018, the Company entered into a loan agreement with Doran Family Holdings, which is the controlling partner in the Doran Canterbury I joint venture. The Company loaned Doran Family Holdings $2,910,000 net of loan origination fees, and received a promissory note totaling $2,940,000 bearing interest at 5%. The note stated it would mature at the earliest of (i) the date of closing by Doran Canterbury II, LLC on Phase II Project Financing; (ii) the closing on any purchase of the Phase II Land by Doran Shakopee, LLC pursuant to its option under Section 3.9(a) of the Doran Canterbury II Operating Agreement; (iii) the date of final determination that the Phase II Project will not be developed by Doran Canterbury II, LLC; or (iv) three years following the date of the note. Management believes no allowance for doubtful accounts is necessary.

In 2018, the Company incurred $268,000 of costs for preliminary grading work on parcels of land the Company had designated for Doran Canterbury II. The Company will be fully reimbursed for these costs upon the commencement of the Doran Canterbury II project and thus, recorded the amount as a receivable. Although there is a possibility Doran Canterbury II will not materialize, the Company currently believes this likelihood is remote.

In 2019 and 2020, the Company loaned money to the Doran Canterbury I joint venture in three separate loans in the amounts of $178,100, $137,000, and $232,900. These member loans bear interest at the rate equal to the Prime Rate plus two percent per annum. The Company expects to be fully reimbursed for these member loans when the joint venture achieves positive cash flow.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2020

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

11.    SUBSEQUENT EVENTS

On July 30, 2020, Canterbury Park Development LLC, contributed approximately 10 acres of land to the Doran Canterbury II project as described in Note 8. In connection with its contribution, Canterbury Development became a 27.4% equity member in Doran Canterbury II with Doran owning the remaining 72.6%. Also, in connection with this contribution, the Company received a portion of its related party receivable of $2,940,000 as described in Note 10. This occurred on August 3, 2020. Therefore, the Company has designated this amount as short term on the Condensed Consolidated Balance Sheet as of June 30, 2020.

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OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2020

OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Preparation

Basis of Presentation and Preparation – The accompanying condensed consolidated financial statements include the accounts of the Company (Canterbury Park Holding Corporation and its subsidiaries Canterbury Park Entertainment, LLC; Canterbury Park Concession, 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, 2019, included in its Annual Report on Form 10‑K (the “2019 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, 2020 and 2019 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, 2020 and 2019 and for the periods then ended have been made.

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies – A detailed description of our significant accounting policies can be found in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2019. There were no material changes in significant accounting policies during the quarter and six months ended June 30, 2020.

Restricted Cash

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.

Deferred Revenue

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. Deferred revenue also includes advanced Cooperative Marketing Agreement (“CMA”) promotional funds, for which revenue is recognized when expenses are incurred.  

Payable to Horsepersons

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 Card 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 MHBPA, $1,185,000 and $2,864,000 for the six months ended June 30, 2020 and 2019, 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.

Checks Written in Excess of Cash Balance

Checks Written in Excess of Cash Balance – For the six months ended June 30, 2020, the Company included $1,600,000 of checks written in excess of cash balance within accounts payable on the Condensed Consolidated Balance Sheet. There were no checks written in excess of cash balance as of December 31, 2019.

Revenue Recognition

Revenue Recognition – The Company’s primary revenues with customers consist of Card 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 Card 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 Card 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 Card 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.

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.

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2020

STOCK-BASED COMPENSATION

Schedule of Stock Option Activity

				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
	Number of	Exercise		Contractual		Grant Date
Stock Options	Options	Price		Term		Fair Value
Outstanding at January 1, 2020	33,250	$	9.64
Granted	-		-
Exercised	(24,250)		8.28
Expired/Forfeited	-		-
Outstanding at June 30, 2020	9,000	$	13.30		0.6 Years	$	119,700
Exercisable at June 30, 2020	9,000	$	13.30		0.6 Years	$	119,700

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NET (LOSS) INCOME PER SHARE COMPUTATIONS (Tables)

6 Months Ended

Jun. 30, 2020

NET (LOSS) INCOME PER SHARE COMPUTATIONS

Schedule Of Earnings Per Share Reconciliation

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Net (loss) income (numerator) amounts used for basic and diluted per share computations:	$	(1,181,197)	$	957,757	$	(925,976)	$	1,014,329
Weighted average shares (denominator) of common stock outstanding:
Basic		4,679,122		4,586,734		4,669,350		4,573,106
Plus dilutive effect of stock options		—		8,982		3,097		15,221
Diluted		4,679,122		4,595,716		4,672,447		4,588,327
Net (loss) income per common share:
Basic	$	(0.25)	$	0.21	$	(0.20)	$	0.22
Diluted		(0.25)		0.21		(0.20)		0.22

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OPERATING SEGMENTS (Tables)

6 Months Ended

Jun. 30, 2020

OPERATING SEGMENTS

Schedule of the Company's Operating Segments

	Six Months Ended June 30, 2020
	Horse Racing		Card Casino		Food and Beverage		Development		Total
Net revenues from external customers	$	4,056	$	8,356	$	1,293	$	12	$	13,717
Intersegment revenues		74		—		274		—		348
Net interest (expense) income		(16)		—		—		199		183
Depreciation		1,038		261		111		—		1,410
Segment (loss) income before income taxes		(2,167)		(167)		(419)		61		(2,692)
Segment tax expense (benefit)		(786)		(89)		(224)		33		(1,066)
	June 30, 2020
Segment Assets	$	35,880	$	3,177	$	25,040	$	28,600	$	92,697

	Six Months Ended June 30, 2019
	Horse Racing		Card Casino		Food and Beverage		Development		Total
Net revenues from external customers	$	7,207	$	16,791	$	4,026	$	—	$	28,024
Intersegment revenues		416		—		678		—		1,094
Net interest income		(4)		—		—		113		109
Depreciation		1,079		35		88		—		1,202
Segment (loss) income before income taxes		(1,432)		2,695		154		(15)		1,402
Segment tax expense (benefit)		(391)		729		42		(4)		376
	December 31, 2019
Segment Assets	$	31,618	$	3,327	$	25,430	$	29,074	$	89,449

Reconciliation of Revenues

	Six Months Ended June 30, 2020
	2020		2019
Revenues
Total net revenue for reportable segments	$	14,065	$	29,118
Elimination of intersegment revenues		(348)		(1,094)
Total consolidated net revenues	$	13,717	$	28,024

Reconciliation of Income Before Income Taxes

(Loss) income before income taxes
Total segment (loss) income before income taxes	$	(2,692)	$	1,402
Elimination of intersegment income (loss) before income taxes		699		(11)
Total consolidated (loss) income before income taxes	$	(1,993)	$	1,391

Reconciliation of Assets

	June 30,		December 31,
	2020		2019
Assets
Total assets for reportable segments	$	92,697	$	89,449
Elimination of intercompany balances		(23,339)		(24,036)
Total consolidated assets	$	69,358	$	65,413

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COOPERATIVE MARKETING AGREEMENT (Tables)

6 Months Ended

Jun. 30, 2020

COOPERATIVE MARKETING AGREEMENT

Purse Enhancement and Marketing Payments

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

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

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LEASES (Tables)

6 Months Ended

Jun. 30, 2020

LEASES [Abstract]

Schedule of classification of right of use assets

		Six Months Ended June 30,
	Balance Sheet Location	2020		2019
Assets
Finance	Land, buildings and equipment, net (1)	$	84,186	$	$ 109,210
Operating	Operating lease right-of-use assets		62,275		91,577
Total Leased Assets		$	146,461	$	$ 200,787

1  – Finance lease assets are net of accumulated amortization of $41,955 and $12,464 as of June 30, 2020 and 2019, respectively.

Schedule of lease terms and discount rates

	Six Months Ended June 30,
	2020	2019
Weighted average remaining lease term (in years):
Finance	3.2	4.3
Operating	1.0	1.5
Weighted average discount rate (%):
Finance	5.0%	5.0%
Operating	5.5%	5.4%

Schedule of maturities of finance leases

The maturity of operating leases and finance leases as of June 30, 2020 are as follows:

Six Months Ended June 30, 2020	Operating leases		Finance leases
2020 remaining	$	18,018	$	14,371
2021		23,100		28,743
2022		23,100		28,743
2023		—		19,332
Total minimum lease obligations		64,218		91,189
Less: amounts representing interest		(1,943)		(7,003)
Present value of minimum lease payments		62,275		84,186
Less: current portion		(26,066)		(25,117)
Lease obligations, net of current portion	$	36,209	$	59,069

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OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2020 USD ($) a item	Jun. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Schedule of Equity Method Investments [Line Items]
Casino open, number of hours daily	24 hours
Casino open, number of days weekly	7 days
Minnesota State law, maximum number of game tables | item	80
Numbers of acres to be developed | a	140
Funds Due To Organization	$ 1,185,000	$ 2,864,000
Restricted Cash, Noncurrent			$ 1,262,744
Check amount written in excess of cash balances	1,600,000		$ 0
Revolving Credit Facility
Schedule of Equity Method Investments [Line Items]
Credit line maximum borrowing amount	$ 8,000,000

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STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 25, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation		$ 10,000	$ 73,000	$ 67,664	$ 163,508
Minimum [Member] | CPHC Long Term Incentive Plan (LTI Plan) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
LTI Plan performance period				1 year
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, expiration period				10 years
Share-based compensation, vesting period				42 months
Non-Employee Board Member Stock Options [Member] | Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, expiration period				10 years
Non-Employee Board Member stock option and Restricted Stock [Member] | Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage				100.00%
Share-based compensation, vesting period				1 year
Non-Employee Board Member Deferred Stock [Member] | Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted	17,975
Granted, weighted average fair value	$ 11.07
Restricted Stock [Member] | Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, nonvested number of shares		0		0
Employee Deferred Stock Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted	47,000
Granted, weighted average fair value	$ 11.07
Stock-based compensation	$ 466,000
Employee Deferred Stock Award [Member] | December 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage	60.00%
Employee Deferred Stock Award [Member] | March 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage	20.00%
Employee Deferred Stock Award [Member] | March 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage	20.00%

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STOCK-BASED COMPENSATION (Schedule of Stock Option Activity) (Details)	6 Months Ended
	Jun. 30, 2020 USD ($) $ / shares shares
Number of Options
Outstanding, Beginning Balance, Number of Options | shares	33,250
Granted, Number of Options | shares
Exercised, Number of Options | shares	(24,250)
Outstanding, Ending Balance, Number of Options | shares	9,000
Weighted Average Exercise Price
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ / shares	$ 9.64
Granted, Weighted Average Exercise Price | $ / shares
Exercised, Weighted Average Exercise Price | $ / shares	8.28
Outstanding, Ending Balance, Weighted Average Exercise Price | $ / shares	$ 13.30
Additional information
Options Outstanding, Weighted Average Remaining Contractual Term	7 months 6 days
Options outstanding at end of year, Aggregate grant date fair value | $	$ 119,700
Options exercisable at end of year (in shares) | shares	9,000
Options exercisable at end of year, Weighted Average Exercise Price | $ / shares	$ 13.30
Weighted average remaining contractual term	7 months 6 days
Intrinsic value of options exercisable | $	$ 119,700

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NET (LOSS) INCOME PER SHARE COMPUTATIONS (Narrative ) (Details) - $ / shares	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Granted, Weighted Average Exercise Price
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	9,000	9,000
Granted, Weighted Average Exercise Price	$ 13.30	$ 13.30

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NET (LOSS) INCOME PER SHARE COMPUTATIONS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
NET (LOSS) INCOME PER SHARE COMPUTATIONS
Net (loss) income (numerator) amounts used for basic and diluted per share computations:	$ (1,181,197)	$ 957,757	$ (925,976)	$ 1,014,329
Weighted average shares (denominator) of common stock outstanding:
Basic	4,679,122	4,586,734	4,669,350	4,573,106
Plus dilutive effect of stock options		8,982	3,097	15,221
Diluted	4,679,122	4,595,716	4,672,447	4,588,327
Net (loss) income per common share:
Basic	$ (0.25)	$ 0.21	$ (0.20)	$ 0.22
Diluted	$ (0.25)	$ 0.21	$ (0.20)	$ 0.22

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GENERAL CREDIT AGREEMENT (Narrative) (Details)	6 Months Ended
	Jun. 30, 2020 USD ($)
Short-term Debt [Line Items]
Line of Credit, Current	$ 2,865,320
Borrowings under credit line	2,865,320
Revolving Credit Facility
Short-term Debt [Line Items]
Credit line maximum borrowing amount	8,000,000
Letter of Credit
Short-term Debt [Line Items]
Credit line maximum borrowing amount	2,000,000
Credit line maximum amount outstanding during period	6,750,000
Line of Credit, Current	$ 1,250,000

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OPERATING SEGMENTS (Narrative) (Details)	6 Months Ended
	Jun. 30, 2020 segment
OPERATING SEGMENTS
Number of reportable segments	4
Number of operating segments	4
Percent of gross concession segment revenue paid to horse racing segment	25.00%

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OPERATING SEGMENTS (Schedule of Operating Segments) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Segment Reporting Information [Line Items]
Net revenues			$ 13,717,000	$ 28,024,000
Depreciation	$ 693,640	$ 576,221	1,410,493	1,201,740
Segment (loss) income before income taxes	(2,298,860)	1,350,073	(1,993,475)	1,390,552
Segment tax expense (benefit)	(1,117,663)	$ 392,316	(1,067,499)	376,223
Segment Assets	69,358,120		69,358,120		$ 65,413,082
External Customers [Member]
Segment Reporting Information [Line Items]
Net revenues			13,717,000	28,024,000
Reportable Segment [Member]
Segment Reporting Information [Line Items]
Net revenues			14,065,000	29,118,000
Net interest (expense) income			(183,000)	(109,000)
Depreciation			1,410,000	1,202,000
Segment (loss) income before income taxes			(2,692,000)	1,402,000
Segment tax expense (benefit)			(1,066,000)	376,000
Segment Assets	92,697,000		92,697,000		89,449,000
Intersegment [Member]
Segment Reporting Information [Line Items]
Net revenues			348,000	1,094,000
Horse Racing [Member] | External Customers [Member]
Segment Reporting Information [Line Items]
Net revenues			4,056,000	7,207,000
Horse Racing [Member] | Reportable Segment [Member]
Segment Reporting Information [Line Items]
Net interest (expense) income			16,000	4,000
Depreciation			1,038,000	1,079,000
Segment (loss) income before income taxes			(2,167,000)	(1,432,000)
Segment tax expense (benefit)			(786,000)	(391,000)
Segment Assets	35,880,000		35,880,000		31,618,000
Horse Racing [Member] | Intersegment [Member]
Segment Reporting Information [Line Items]
Net revenues			74,000	416,000
Card Casino [Member] | External Customers [Member]
Segment Reporting Information [Line Items]
Net revenues			8,356,000	16,791,000
Card Casino [Member] | Reportable Segment [Member]
Segment Reporting Information [Line Items]
Depreciation			261,000	35,000
Segment (loss) income before income taxes			(167,000)	2,695,000
Segment tax expense (benefit)			(89,000)	729,000
Segment Assets	3,177,000		3,177,000		3,327,000
Food and beverage | External Customers [Member]
Segment Reporting Information [Line Items]
Net revenues			1,293,000	4,026,000
Food and beverage | Reportable Segment [Member]
Segment Reporting Information [Line Items]
Depreciation			111,000	88,000
Segment (loss) income before income taxes			(419,000)	154,000
Segment tax expense (benefit)			(224,000)	42,000
Segment Assets	25,040,000		25,040,000		25,430,000
Food and beverage | Intersegment [Member]
Segment Reporting Information [Line Items]
Net revenues			274,000	678,000
Development [Member] | External Customers [Member]
Segment Reporting Information [Line Items]
Net revenues			12,000
Development [Member] | Reportable Segment [Member]
Segment Reporting Information [Line Items]
Net interest (expense) income			(199,000)	(113,000)
Segment (loss) income before income taxes			61,000	(15,000)
Segment tax expense (benefit)			33,000	$ (4,000)
Segment Assets	$ 28,600,000		$ 28,600,000		$ 29,074,000

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OPERATING SEGMENTS (Reconciliation Of Revenues) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Segment Reporting, Revenue Reconciling Item [Line Items]
Total consolidated net revenues	$ 13,717	$ 28,024
Reportable Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total consolidated net revenues	14,065	29,118
Elimination Of Intersegment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total consolidated net revenues	$ (348)	$ (1,094)

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OPERATING SEGMENTS (Reconciliation Of Income Before Income Taxes) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total consolidated (loss) income before income taxes	$ (2,298,860)	$ 1,350,073	$ (1,993,475)	$ 1,390,552
Reportable Segment [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total consolidated (loss) income before income taxes			(2,692,000)	1,402,000
Elimination Of Intersegment [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total consolidated (loss) income before income taxes			$ 699,000	$ (11,000)

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OPERATING SEGMENTS (Reconciliation Of Assets) (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Segment Reporting, Asset Reconciling Item [Line Items]
Total consolidated assets	$ 69,358,120	$ 65,413,082
Reportable Segment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total consolidated assets	92,697,000	89,449,000
Elimination Of Intersegment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total consolidated assets	$ (23,339,000)	$ (24,036,000)

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COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended
	Jun. 30, 2020 USD ($) item
COMMITMENTS AND CONTINGENCIES [Abstract]
Off-track betting payment to the IMR Fund, L.P., per operating year | $	$ 700,000
Off-track betting payment to the IMR Fund, L.P. as percentage of net pretax profit	20.00%
Number of years defined by off-track betting agreement	5 years
Earn out note conditions	2
Minimum number of payments to IMR Fund, L.P.	5
Maximum term for first payment to be made to IMR Fund, L.P.	90 days
Maximum term for remaining payments to be made to the IMR Fund, L.P.	90 days
Remaining years, payments to the IMR Fund, L.P.	4 years

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COOPERATIVE MARKETING AGREEMENT (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Cooperative Marketing Agreement
Operating revenues	$ 2,767,855	$ 16,433,177	$ 13,716,814	$ 28,023,874
Advertising and marketing expense	38,176	757,191	222,164	947,520
Depreciation	693,640	576,221	1,410,493	1,201,740
Cooperative Marketing Agreement (CMA)
Cooperative Marketing Agreement
Advertising and marketing expense	215,000	321,000	245,000	340,000
Depreciation	38,000	57,000	76,000	113,000
SMSC | Cooperative Marketing Agreement (CMA)
Cooperative Marketing Agreement
Purse enhancements paid directly to horsemen			1,100,000	7,400,000
SMSC | Purse Enhancement Payments To Horsemen
Cooperative Marketing Agreement
Purse enhancement amount annually not including other payables	7,280,000		7,280,000
2020	5,620,000		5,620,000
2021	7,380,000		7,380,000
2022	7,380,000		7,380,000
Other
Cooperative Marketing Agreement
Operating revenues	440,940	1,789,703	1,413,706	2,636,826
Other | Cooperative Marketing Agreement (CMA)
Cooperative Marketing Agreement
Operating revenues	253,000	378,000	321,000	453,000
Pari-mutuel
Cooperative Marketing Agreement
Operating revenues	$ 1,420,583	$ 3,208,076	$ 2,716,609	$ 4,698,886

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COOPERATIVE MARKETING AGREEMENT (Purse Enhancement And Marketing Payments) (Details) - SMSC	6 Months Ended
	Jun. 30, 2020 USD ($)
Cooperative Marketing Agreement (CMA)
Receivables due per agreement
Amount to various horsemen associations included each year in purse enhancement payments to horsemen	$ 100,000
Purse Enhancement Payments To Horsemen
Obligations due per agreement
2021	7,380,000
2022	7,380,000
Marketing Payments To Canterbury Park
Receivables due per agreement
2021	1,620,000
2022	$ 1,620,000

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REAL ESTATE DEVELOPMENT (Details)				6 Months Ended
	Apr. 15, 2020 USD ($) a	Apr. 07, 2020 USD ($) a	Mar. 13, 2020 USD ($) a	Jun. 30, 2020 USD ($)	Jul. 30, 2020 a	Jun. 16, 2020 a	Dec. 31, 2019 USD ($)	Sep. 27, 2018 a	Aug. 18, 2018 a
Estimated TIF improvement costs to be borne by Company | $				$ 23,336,500
TIF receivable | $				10,374,482			$ 9,708,856
Principle portion of TIF receivables | $				9,967,000
Accrued Interest on TIF receivables | $				$ 407,000
Scenario, Plan [Member]
Area of land | a	2.4	11.3	12
Proceeds from sale of land held-for-investment | $	$ 1,100,000	$ 2,400,000	$ 2,500,000,000,000
Doran Canterbury II [Member]
Area of land | a									10
Ownership percentage in investment project									27.40%
Doran Canterbury II [Member] | Subsequent Event [Member]
Area of land | a					10
Ownership percentage in investment project					27.40%
Doran Canterbury I joint venture
Area of land | a								13
Ownership percentage in investment project								27.40%
Doran Canterbury II, LLC [Member] | Doran Canterbury II [Member]
Ownership percentage in investment project									72.60%
Doran Canterbury II, LLC [Member] | Doran Canterbury II [Member] | Subsequent Event [Member]
Ownership percentage in investment project					72.60%
Canterbury DBSV Development LLC
Area of land | a						13

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LEASES (Narrative) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Income and Expenses, Lessee [Abstract]
Operating lease rent expense	$ 147,119	$ 282,464
Capital lease obligation	84,186
Operating lease cost	13,440	15,132
Total lease cost	147,119	282,464
Amortization of finance lease	$ 11,898	$ 12,473

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LEASES (Schedule of classification of right of use assets) (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
LEASES [Abstract]
Land, buildings and equipment, net	$ 44,052,485	$ 43,833,702
Finance	$ 84,186		$ 109,210
Financial position-finance	us-gaap:PropertyPlantAndEquipmentNet
Operating	$ 62,275	$ 74,832	91,577
Financial position-operating	us-gaap:OperatingLeaseRightOfUseAsset
Total Leased Assets	$ 146,461		200,787
Accumulated amortization-finance	$ 41,955		$ 12,464

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LEASES (Schedule of lease terms and discount rates) (Details)	Jun. 30, 2020	Jun. 30, 2019
LEASES [Abstract]
Finance - Weighted average remaining lease term (in years)	3 years 2 months 12 days	4 years 3 months 18 days
Operating - Weighted average remaining lease term (in years)	1 year	1 year 6 months
Finance - Weighted average discount rate (as a percent)	5.00%	5.00%
Operating - Weighted average discount rate (as a percent)	5.50%	5.40%

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LEASES (Schedule of maturities of operating and financing leases) (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Operating leases
2020 remaining	$ 18,018
2021	23,100
2022	23,100
Total minimum lease obligations	64,218
Less: amounts representing interest	(1,943)
Present value of minimum lease payments	62,275
Less: current portion	(26,066)	$ (29,776)
Lease obligations, net of current portion	36,209	45,056
Finance leases
2020 remaining	14,371
2021	28,743
2022	28,743
2023	19,332
Total minimum lease obligations	91,189
Less: amounts representing interest	(7,003)
Present value of minimum lease payments	84,186
Less: current portion	(25,117)	(24,500)
Lease obligations, net of current portion	$ 59,069	$ 71,784

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RELATED PARTY RECEIVABLES (Details) - USD ($)		6 Months Ended	12 Months Ended
	Dec. 20, 2018	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Loan to related parties		$ 232,900
Doran family holding
Related Party Transaction [Line Items]
Costs incurred for preliminary grading work				$ 268,000
Doran Canterbury I joint venture
Related Party Transaction [Line Items]
Debt instrument basis rate		Prime Rate	Prime Rate
Doran Canterbury I joint venture | Doran family holding
Related Party Transaction [Line Items]
Loan receivable	$ 2,910,000
Promissory note	$ 2,940,000
Interest rate	5.00%
Loan maturity term	3 years
Allowance for doubtful accounts	$ 0
Doran Canterbury I joint venture | Prime Rate [Member]
Related Party Transaction [Line Items]
Spread on interest rate		2.00%	2.00%
Dorian Canterbury Loan One [Member]
Related Party Transaction [Line Items]
Loan to related parties			$ 178,100
Dorian Canterbury Loan Two [Member]
Related Party Transaction [Line Items]
Loan to related parties			$ 137,000

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SUBSEQUENT EVENTS (Narrative) (Details)	Apr. 15, 2020 USD ($) a	Apr. 07, 2020 USD ($) a	Mar. 13, 2020 USD ($) a	Jul. 30, 2020 a	Jun. 30, 2020 USD ($)	Aug. 18, 2018 a
Subsequent Event [Line Items]
Current portion of related party receivable | $					$ 3,208,000
Doran Canterbury II [Member]
Subsequent Event [Line Items]
Area of land						10
Ownership percentage in investment project						27.40%
Doran Canterbury II [Member] | Doran Canterbury II, LLC [Member]
Subsequent Event [Line Items]
Ownership percentage in investment project						72.60%
Scenario, Plan [Member]
Subsequent Event [Line Items]
Area of land	2.4	11.3	12
Proceeds from sale of land held-for-investment | $	$ 1,100,000	$ 2,400,000	$ 2,500,000,000,000
Subsequent Event [Member] | Doran Canterbury II [Member]
Subsequent Event [Line Items]
Area of land				10
Ownership percentage in investment project				27.40%
Subsequent Event [Member] | Doran Canterbury II [Member] | Doran Canterbury II, LLC [Member]
Subsequent Event [Line Items]
Ownership percentage in investment project				72.60%