SAM 10-K Annual Report Dec. 28, 2019 | Alphaminr

SAM 10-K Fiscal year ended Dec. 28, 2019

BOSTON BEER CO INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 3 - Legal ProceedingsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Consolidated Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated May8, 2019, with Dogfish Head Holding Company, Canoe Acquisition Corp., and solely with respect to the indemnification obligations set forth in the Merger Agreement, Samuel A. Calagione III and Mariah D. Calagione (incorporated by reference to Exhibit 2.1 to the Companys Form 8-K filed on May9, 2019). 2.2 Membership Unit Purchase Agreement, dated May8, 2019, by and among The Boston Beer Company, Inc., Dogfish East of the Mississippi LP, and solely with respect to indemnification obligations set forth therein, Samuel A. Calagione III and Mariah D. Calagione (incorporated by reference to Exhibit 2.2 to the Companys Form 8-K filed on May9, 2019). 2.3 Membership Unit Purchase Agreement, dated as of May8, 2019, by and among The Boston Beer Company, Inc. and DFH Investors LLC (incorporated by reference to Exhibit 2.3 to the Companys Form 8-K filed on May9, 2019). *4.2 Description of the Registrants Securities Registered Pursuant to Section12 of the Securities Exchange Act of 1934 10.5 Amendment to Credit Agreement by and among the Company and Boston Beer Corporation, as borrowers, and Bank of America, N.A., as the lender, effective as of March10, 2008 (incorporated by reference to the Companys Quarterly Report on Form 10-Q filed on May6, 2008). +10.8 Office Lease Agreement between Boston Design Center LLC and Boston Beer Corporation dated March24, 2006 (Office Lease Agreement), as amended on September29, 2006, October31, 2007, March25, 2008, August27, 2012, February22, 2013, and June3, 2015 (incorporated by reference to the Companys Quarterly Report on Form10-Qfiled on May11, 2006 and Annual Report on Form10-Kfiled on February18, 2016). **10.9 The 1996 Stock Option Plan forNon-EmployeeDirectors, originally adopted in 1996 and amended and restated on October19, 2004, as amended on October30, 2009, effective as of January1, 2010 (incorporated by reference to the Companys Post-Effective Amendment to its Registration Statement on FormS-8filed on November28, 2009); amended and restated on December12, 2012, effective as of January1, 2012; amended and restated on March9, 2016, effective as of March9, 2016 (incorporated by reference to Exhibit10.1to the Companys Quarterly Report on Form10-Qfiled on July21, 2016). 10.10 Amendment dated January24, 2014 to the Second Amended and Restated Credit Agreement between Bank of America, N.A., successor-in-merger to Fleet National Bank, and The Boston Beer Company, Inc. and Boston Beer Corporation (incorporated by reference to the Companys Current Report on Form 8-K filed on January28, 2014). **10.11 The Boston Beer Company, Inc. Employee Equity Incentive Plan, as amended on February23, 1996, December20, 1997, December19, 2005, December19, 2006, December21, 2007, October30, 2009, October8, 2013, October8, 2014, and December9, 2015, December20, 2017, and December20, 2018 (incorporated by reference to the Companys Current Report on Form 8-K filed on December21, 2018). **10.12 Martin F. Roper Proprietary Information and Restrictive Covenant Agreement dated February2, 2017 (incorporated by reference to the Companys Current Report on Form 8-K filed on February6, 2017). **10.13 Offer Letter to David A. Burwick, future Chief Executive Officer and President, dated January23, 2018 (incorporated by reference to the Companys Current Report on Form 8-K filed on February16, 2018). 10.14 Amendment to Credit Agreement by and among the Company and Boston Beer Corporation, as borrowers, and Bank of America, N.A., as the lender, effective as of March27, 2018 (incorporated by reference to the Companys Current Report on Form 8-K filed on March30, 2018). **10.15 Employment Agreement of Samuel A. Calagione III, dated July3, 2019 (incorporated by reference to Exhibit 10.3 to the Companys 10-Q filed on July25, 2019) **10.16 Offer Letter to Lesya Lysyj, future Chief Marketing Officer, dated March21, 2019 (incorporated by reference to Exhibit 10.5 to the Companys 10-Q filed on July25, 2019). 10.17 Registration Rights Agreement with the Former Dogfish Head Stockholders, dated July3, 2019 (incorporated by reference to Exhibit 10.1 to the Companys 10-Q filed on July25, 2019). **10.18 Indemnification Agreement with the Dogfish Head Founders, dated July3, 2019 (incorporated by reference to Exhibit 10.2 to the Companys 10-Q filed on July25, 2019). *21.5 List of subsidiaries of The Boston Beer Company, Inc. effective as of December28, 2019. *23.1 Consent of Deloitte& Touche LLP, an Independent Registered Public Accounting Firm. *31.1 Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of the President and Chief Executive Officer pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *32.2 Certification of the Chief Financial Officer pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.