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Item 9A. Controls and Procedures

2021-03-24 compared with 2020-03-26 · 34 added, 41 removed, 75 unchanged (50% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures:

The Company’s Chief Executive Officer, Randall D.

Sampson, and Chief Financial Officer Randy J.

Dehmer, have reviewed the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.

Based upon this review, these officers have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that the disclosure controls are also effective to ensure that information required to be disclosed in the Company’s Exchange Act reports is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b) Management’s annual report on internal control over financial reporting:

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) Management’s annual report on internal control over financial reporting:

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting of the Company.

This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting can only provide reasonable assurance and may not prevent or detect misstatements.

1 unchanged sentence

Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting as of December 31, 2020 .

In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —

Integrated Framework (2013).

Based on management’s evaluation and those criteria, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2019.

In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on management’s evaluation and those criteria, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2020 .

4 unchanged sentences

Information Incorporated by Reference.

Information required under Item 401 (except as noted below), 405, 406, and 407 (c) (3), (d) (4), and (d) (5) of Regulation S-K to the extent applicable to the Company will be set forth in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on June 25, 2020 (the “Proxy Statement”), a definitive copy of which will be filed with the Commission within 120 days of the close of the 2019 fiscal year, which information is incorporated herein by reference.

Information required under Items 401 (except as noted below), 405, 406, and 407 (c) (3), (d) (4), and (d) (5) of Regulation S-K to the extent applicable to the Company will be set forth in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on June 3, 2021 (the “Proxy Statement”), a definitive copy of which will be filed with the Commission within 120 days of the close of the 2020 fiscal year, which information is incorporated herein by reference.

Information required under Item 402 of Regulation S-K regarding executive officers is presented under Item 1(c)(x) herein.

Code of Ethics

The Company has adopted a code of ethics applicable to all employees of and consultants to the Company.

A copy of the Code of Conduct can be obtained free of charge upon written request directed to the Company’s Secretary at the executive offices of the Company.

The Company has adopted a Code of Conduct and Ethics applicable to all directors, officers, employees of and consultants to the Company.

A copy of the Code of Conduct and Ethics can be obtained free of charge upon written request directed to the Company’s Secretary at the executive offices of the Company.

EXECUTIVE COMPENSATION

Information required under Item 402 of Regulation S-K to the extent applicable to the Company will be set forth in the Company’s Proxy Statement, which information is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required under Item 201(d) and 403 of Regulation S-K to the extent applicable to the Company will be set forth in the Company’s Proxy Statement, which information is incorporated herein by reference.

Information required under Items 201(d) and 403 of Regulation S-K to the extent applicable to the Company will be set forth in the Company’s Proxy Statement, which information is incorporated herein by reference.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information, if any, required by Item 404 of Regulation S-K to the extent applicable to the Company will be set forth in the Company’s Proxy Statement which information is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by Item 14 of this Form 10‑K and Item 9(e) of Schedule 14A will be set forth in a section entitled “The Company’s Auditors”

in the Company’s Proxy Statement which information is incorporated herein by reference.

Information required by Item 14 of this Form 10-K and Item 9(e) of Schedule 14A will be set forth in a section entitled “The Company’s Auditors” in the Company’s Proxy Statement which information is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2020 and 2019

Consolidated Statements of Changes in Stockholders’

Equity for the years ended December 31, 2019 and 2018

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

5 unchanged sentences

Bylaws, filed as Exhibit 3.2 to Form 8-K dated June 30, 2016 and incorporated herein by reference

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Filed herewith.

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed as Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2019.

10 Material contracts and management compensation plans and arrangements:

Letter dated April 4, 1994 from the Minnesota Horsemen’s Benevolent and Protective Association, Inc.

to Minnesota Racing Commission waiving 125 day racing minimum, filed as Exhibit 10.7 to the SB‑2 Registration Statement (File 33‑81262C0) and incorporated herein by reference

Horse Association Agreement dated June 4, 2020, by and between the Minnesota Horsemen’s Benevolent and Protective Association, the Minnesota Thoroughbred Association, the Minnesota Quarter Horse Racing Association, the Equine Development Coalition of Minnesota, Canterbury Park Holding Corporation, and Shakopee Mdewakanton Sioux Community, is filed herewith.

Consent and Waiver dated as of June 1, 2020 by Minnesota Horsemen's Benevolent and Protection Association pursuant to Horse Association Agreement dated June 4, 2020, filed as Exhibit 10.3 to the Form 8-K dated June 1, 2020 and incorporated herein by reference.

Stock Option Plan, as amended, filed as Exhibit 10.5 to the Form 8-K dated June 7, 2017 and incorporated herein by reference.

5 unchanged sentences

Third Amendment made as of September 30, 2019, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A, filed as Exhibit 10.1 to Form 8-K dated September 30, 2019 and incorporated herein by reference.

Fourth Amendment made as of September 30, 2020, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated September 30, 2020 and incorporated herein by reference.

Fifth Amendment made as of December 23, 2020, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated December 23, 2020 and incorporated herein by reference.

Sixth Amendment made as of February 28, 2021, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated February 28, 2021 and incorporated herein by reference.

Contract for Private Redevelopment dated August 10, 2018 between the City of Shakopee, Minnesota, Economic Development Authority for the City of Shakopee, Minnesota, Canterbury Development LLC, and Canterbury Park Holding Corporation.

2 unchanged sentences

Filed as Exhibit 99.1 to Form 10-Q dated August 14, 2012 and incorporated herein by reference.

C anterbury Park Holding Corporation Annual Incentive Plan filed as Exhibit 99.1 to Form 8-K dated April 5, 2016 and incorporated herein by reference.

Fifth Amendment made as of June 1, 2020 between Canterbury Park Holding Corporation and Shakopee Mdewakanton Sioux Community, filed as Exhibit 10.1 to Form 8-K dated June 1, 2020 and incorporated herein by reference.

Canterbury Park Holding Corporation Annual Incentive Plan filed as Exhibit 99.1 to Form 8-K dated April 5, 2016 and incorporated herein by reference.

Canterbury Park Holding Corporation Long Term Annual Incentive Plan filed as Exhibit 99.2 to Form 8-K dated April 5, 2016 and incorporated herein by reference.

Canterbury Park Holding Corporation 1995 Employee Stock Purchase Plan, incorporated by reference from Exhibit 4.1 to Form S-8 Registration Statement No.

333-150037, filed April 2, 2008.

Filed herewith, in addition to items, if any, specifically identified above:

6 unchanged sentences

Press Release dated March 24, 2021 announcing 2020 Fourth Quarter and Year-End Results

The following financial information from Canterbury Park Holding Corporation’s Annual Report on Form 10-K for the period ended December 31, 2019, formatted in eXtensible Business Reporting Language XBRL;

(i) Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the years ended December 31, 2019 and December 31, 2018, (iii) Consolidated Statements of Stockholders’

Equity for the years ended December 31, 2019 and December 31, 2018, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019 and December 31, 2018, and (v) Notes to Financial Statements.

The following financial information from Canterbury Park Holding Corporation’s Annual Report on Form 10-K for the period ended December 31, 2020 , formatted in eXtensible Business Reporting Language XBRL;

(i) Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019 , (ii) Consolidated Statements of Operations for the years ended December 31, 2020 and December 31, 2019 , (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020 and December 31, 2019 , (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2020 and December 31, 2019 , and (v) Notes to Financial Statements.

***Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, certain information has been deleted from this exhibit, as filed, and separately filed with the SEC subject to a confidential treatment request on the basis that disclosure of this information would cause the Company competitive harm is not necessary for the protection of investors.

No financial statement schedules are required by Item 8 and Item 15(c) of Form 10-K.

The exhibits referred to in this Exhibit will be supplied to a shareholder at a charge of $.25 per page upon written request directed to the Company’s Secretary at the executive offices of the Company.

FORM 10-K SUMMARY

6 unchanged sentences

Power of Attorney

Each person whose signature appears below constitutes and appoints CURTIS A.

SAMPSON, DALE H.

SCHENIAN and RANDALL D.

Each person whose signature appears below constitutes and appoints RANDY J.

DEHMER and RANDALL D.

SAMPSON as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any of all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

/s/ Randall D.

Chief Executive Officer, President,

March 26, 2020

Treasurer, and Executive Chairman of the Board

Lead Director

Chief Executive Officer and President (principal executive officer) and Executive Chairman of the Board

March 24, 2021

/s/ Curtis A.

Chairman Emeritus;

March 24, 2021

1 unchanged sentence

March 24, 2021

/s/ Burton F.

March 26, 2020

/s/ Mark Chronister

March 24, 2021

Mark Chronister

/s/ Maureen H.

1 unchanged sentence

March 24, 2021

Chief Financial Officer* and Secretary

Chief Financial Officer (principal financial officer and principal accounting officer)

March 24, 2021

* Principal Accounting Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures