Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2013

 

 

The Boston Beer Company, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Massachusetts   001-14092   04-3284048

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One Design Center Place, Suite 850, Boston, MA   02210
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (617) 368-5000

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition

On February 20, 2013, The Boston Beer Company, Inc. disclosed financial information for the fourth quarter of 2012 in an earnings release, a copy of which is set forth in the attached Exhibit 99.

The information in this Form 8-K and the Exhibit 99 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit 99 – Earnings Release of The Boston Beer Company, Inc. dated February 20, 2013.


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 hereunto duly authorized.

 

       

The Boston Beer Company, Inc.

(Registrant)

Date: February 20, 2013

   

/s/    William F. Urich        

   

William F. Urich

Chief Financial Officer

EX-99

Exhibit 99

 

Investor Relations Contact:       Media Contact:
Seana Phillips       Jessica Paar
(617) 368-5074       (617) 368-5060

BOSTON BEER REPORTS

FOURTH QUARTER 2012 RESULTS

BOSTON, MA (2/20/13) — The Boston Beer Company, Inc. (NYSE: SAM) reported net income for the 13-week fiscal 2012 fourth quarter of $16.9 million, or $1.25 per diluted share, a decrease of $0.9 million, or $.08 per diluted share, compared to the 14 week fiscal 2011 fourth quarter. This decrease was primarily due to the favorable impact of a state income tax settlement in the 2011 fourth quarter of $0.16 per diluted share, and the loss of one week. Net revenue for the fiscal 2012 fourth quarter was $153.0 million, an increase of $10.9 million, or 8%, compared to the fiscal 2011 fourth quarter, primarily due to core shipment volume gains.

Earnings per diluted share for the 52-week fiscal 2012 full year was $4.39, a decrease of $0.42 compared to earnings per diluted share for the 53-week fiscal 2011 full year of $4.81, which included the favorable impact of the recall settlement of $0.92 per diluted share. Net revenue for the fiscal 2012 full year was $580.2 million, an increase of $67.2 million, or 13%, compared to the fiscal 2011 full year.

Highlights of this release include:

 

   

Depletions growth of 16% from the comparable 13-week period in the prior year and 12% from the comparable 52-week period in the prior year.

 

   

Shipments growth of 9% for the 13-week fiscal 2012 fourth quarter compared to the 14 week fiscal 2011 fourth quarter and shipment growth of 10% for the 52 week fiscal 2012 full year compared to the 53-week fiscal 2011 full year.

 

   

Gross margin of 54.3% for the fiscal 2012 full year.

 

   

Advertising, promotional and selling expense increase of $12.0 million, or 8%, for the 52-week fiscal 2012 full year, compared to the 53-week fiscal 2011 full year, primarily due to planned increased investments behind the Company’s brands.

 

   

Full year 2012 capital spending of $68.2 million, most of which relates to continued investments in the Company’s breweries and additional keg purchases.

 

   

Full year 2013 estimated depletion growth of between 10% and 15% and full year 2013 earnings per diluted share of $4.70 to $5.10.

 

   

Full year 2013 estimated capital spending of $70 million to $85 million.

Jim Koch, Chairman and Founder of the Company, commented, “I am pleased that in 2012 The Boston Beer Company continued to help lead the craft beer industry both in innovation and variety. In 2012, we brewed and sold more than 50 distinct styles of Samuel Adams beers. We continue to innovate and recently released some excellent new beers, including Samuel Adams Double Agent IPL and Samuel Adams White Lantern as well as our Hopology IPA and Spring Thaw Variety 12-packs. We believe that these styles


and packages have been favorably received. Also, we recently worked with Jack McAuliffe, a craft brew pioneer and founder of New Albion Brewing Company, to re-release New Albion Ale for the first time in 30 years in honor of Jack and his contributions to craft brewing. We are also excited about the second year of our spring seasonal, Samuel Adams Alpine Spring, an unfiltered lager that showcases Tettnang Noble Hops. We continue to explore ways to improve our sales execution, our brand strength and our position within the craft category and remain positive about the future of craft beer and our potential for future growth.”

Martin Roper the Company’s President and CEO stated; “In the fourth quarter, our depletions growth benefited from the strength in our Samuel Adams Seasonal, Twisted Tea and Angry Orchard brands, offset by some slight decline in some of our other Samuel Adams brand styles. The timing of our transition to our Samuel Adams Spring Seasonal was consistent with last year, as we accomplished a conversion from our Winter Seasonal to Alpine Spring by early January in most of our markets. We expect to continue to increase investments in advertising, promotional and selling expenses behind existing brands and also in innovation, commensurate with the opportunities and the increased competition that we see. During the quarter, we may have benefited from our updated Samuel Adams packaging and from our brand messaging, ‘For the Love of Beer’ that builds on our previous campaigns. We are making appropriate investments in brand-building activities and capital improvements in our brewing and packaging capabilities to position us well for long-term growth, to obtain efficiency gains and address certain capacity constraints and service issues we experienced during the fourth quarter. We are prepared to forsake the lost earnings that may result from these investments in the short term as we pursue long term profitable growth.’

Mr. Roper continued, “Alchemy & Science, our craft brew incubator completed its first year and continues to make progress and explore potential opportunities. During the year, Traveler Beer Co. rolled out in test markets with its Curious Traveler and Tenacious Traveler shandy-style beers and it is likely we will launch more markets in 2013. Its Angel City Brewery launched two new beers, Angeleno IPA and Eureka! Wit on draft in the Los Angeles market, and the Brewery and Beer Hall in downtown Los Angeles are opening to the public in the first quarter of 2013 after some limited special events in 2012. These projects have had minimal sales to date. Our 2013 financial projection includes estimated brand investments attributable to existing Alchemy & Science projects of between $2 million and $4 million, but this estimate could change significantly if new projects are added. There is no guarantee that 2013 volume of Alchemy & Science brands will fully cover these expenses and others that could be incurred. We will continue to look for complementary opportunities to leverage our capabilities, provided that they do not distract us from our primary focus on our Samuel Adams brand and our wholesalers, as we believe a portfolio of growing brands is a good outcome for our wholesalers and ourselves.”

Commenting on the Company’s Freshest Beer Program, Mr. Roper said, “We believe that as a result of our Freshest Beer Program we are delivering better, fresher Samuel Adams beer to our drinkers while lowering wholesaler inventories, reducing costs and


improving efficiency throughout the supply chain. While we did not achieve our goals in 2012, we currently have 89 wholesalers in the program and at various stages of inventory reduction and we remain committed to the program. We have over 59% of our volume on our Freshest Beer Program and believe this could reach between 65% and 75% by the end of 2013. We continue to evaluate whether we can reduce these inventory levels further and to invest in the breweries to improve their service and support the Program.”

4th Quarter 2012 Summary of Results

Depletions grew 16% from the comparable 13-week period in the prior year primarily due to increases in Angry Orchard®, Samuel Adams® Seasonals, and Twisted Tea® that were partially offset by declines in some other Samuel Adams® styles.

Core shipment volume was approximately 729,000 barrels for the 13-week fiscal 2012 fourth quarter, a 9% increase compared to the 14-week fiscal 2011 fourth quarter.

Fiscal 2012 fourth quarter and full year shipments growth rates were lower than depletions growth rates primarily due to one additional week in the fiscal 2011 fourth quarter and the full year.

The Company believes wholesaler inventory levels at December 29, 2012 were at appropriate levels. Inventory at wholesalers participating in the Freshest Beer Program was lower by an estimated 241,000 cases at December 29, 2012 compared to December 31, 2011, reducing reported earnings per diluted share by approximately $0.08 for the 2012 fiscal year.

Advertising, promotional and selling expenses for the 13-week fiscal 2012 fourth quarter were $2.8 million lower than those incurred in the 14-week fiscal 2011 fourth quarter, primarily as a result of having one less week in the quarter, partially offset by higher costs for additional sales personnel and increased investments in advertising and local marketing as well as increased costs of freight to wholesalers. The lower 2012 expense also reflects the change in accounting treatment for certain customer programs and incentives that is discussed in the full year summary of results below and occurred during the quarter.

General and administrative expenses for the 13-week fiscal 2012 fourth quarter increased by $1.7 million compared with those incurred in the 14-week fiscal 2011 fourth quarter, primarily due to increases in salary and benefit costs.

The Company’s effective tax rate for the fiscal 2012 fourth quarter increased to 37% from 30% in the fiscal 2011 fourth quarter due to the favorable impact of a state income tax settlement in the fiscal 2011 fourth quarter of $0.16 per diluted share.


Full Year 2012 Summary of Results

Depletions grew 12% from the comparable 52-week period in the prior year primarily due to increases in Angry Orchard, Samuel Adams Seasonals, and Twisted Tea that were partially offset by declines in some other Samuel Adams® styles.

Core shipment volume was approximately 2,727,000 barrels for the 52-week fiscal 2012 full year, a 10% increase compared to the 53-week fiscal 2011 full year.

Net income for the 52-week fiscal 2012 full year decreased $6.6 million, or $0.42 per diluted share, compared to the 53-week fiscal 2011 full year, due to the benefit in 2011 of the recall settlement of $0.92 per diluted share and increased investment in 2012 in advertising, promotional and selling expense, not being fully offset by the benefits of net revenue increases in 2012.

Gross margin for the 52-week fiscal 2012 full year decreased to 54.3% compared to 55.5% in the 53-week fiscal 2011 full year. Increased costs of barley, hops, and other ingredients, combined with increased customer programs and incentive costs were partially offset by pricing increases.

Advertising, promotional and selling expenses for the 52-week fiscal 2012 full year were $12.0 million higher than those incurred in the 53-week fiscal 2011 full year, primarily as a result of increased investments in advertising and local marketing and sales personnel, and increased costs of freight to wholesalers. Advertising, promotional and selling expenses for the 52-week fiscal 2012 full year exclude approximately $6.3 million in payments for certain customer programs and incentives for the full year that in the fourth quarter of 2012 were classified as reductions in revenue. Prior to the fourth quarter, these types of brand investments had been recorded as advertising, promotional and selling expenses.

General and administrative expenses for the 52-week fiscal 2012 full year increased by $6.7 million compared with those incurred in the 53-week fiscal 2011 full year, primarily due to increases in salary and benefit costs and Alchemy & Science startup costs.

Cash and cash equivalents as of December 29, 2012 totaled $74.5 million.

During the full year 2012, the Company repurchased approximately 165,000 shares of its Class A Common Stock at a cost of approximately $18.0 million and repurchased approximately an additional 82,000 shares during the period December 30, 2012 through February 15, 2013 at an approximate cost of $11.5 million. As of February 15, 2013, the Company had approximately $18.5 million remaining on the $300.0 million share buyback expenditure limit set by the Board of Directors.


Depletion estimates

Year-to-date depletions through the 6 weeks ended February 9, 2013 are estimated by the Company to be up approximately 15% from the comparable period in 2012.

Fiscal 2013 Outlook

The Company’s full year 2013 earnings per diluted share projection is between $4.70 and $5.10. The Company’s actual 2013 earnings per share could vary significantly from the current projection. Underlying the Company’s current projection are the following estimates and targets:

 

   

Depletions and shipments growth of between 10% and 15%.

 

   

Targeted price increases per barrel of between 1% and 2% to partially offset anticipated barley, hops, other ingredients, packaging, freight and processing cost pressures.

 

   

Full-year 2013 gross margins of between 53% and 55%, due to anticipated price increases not fully covering anticipated cost pressures and some product mix changes.

 

   

Increased advertising, promotional and selling expenses of between $18 million and $26 million for the full year 2013, primarily due to planned increased investments behind the Company’s brands and excluding any increases in freight costs for the shipment of products to the Company’s wholesalers.

 

   

Increases of between $2 million to $4 million for continued investment in existing brands developed by Alchemy & Science, which are included in our full year estimated increases in advertising, promotional and selling expenses. Additional projects yet to be developed or acquired may significantly increase investments in Alchemy & Science and advertising, promotional and selling expenses.

 

   

Full-year effective tax rate of approximately 38%.

 

   

Full-year spending on capital investments of between $70 million and $85 million, most of which relate to continued investments in the Company’s breweries and additional keg purchases.

About the Company

The Boston Beer Company began in 1984 with a generations-old family recipe that Founder and Brewer Jim Koch uncovered in his father’s attic. After bringing the recipe to life in his kitchen, Jim brought it to bars in Boston with the belief that drinkers would appreciate a complex, full-flavored beer, brewed fresh in America. That beer was Samuel Adams Boston Lager®, and it helped catalyze what became known as the American craft beer revolution.

Today, the Company brews over 50 styles of beer. The Company uses the traditional four vessel brewing process and often takes extra steps like dry-hopping and a secondary fermentation known as krausening. It passionately pursues the development of new styles and the perfection of its classic beers by constantly searching for the world’s finest


ingredients. While resurrecting traditional brewing methods, the Company has earned a reputation as a pioneer in another revolution, the “extreme beer” movement, where it seeks to challenge drinkers’ perceptions of what beer can be. The Boston Beer Company strives to elevate the image of American craft beer by entering festivals and competitions the world over, and in the past five years it has won more awards in international beer competitions than any other brewery in the world. The Company remains independent, and brewing quality beer remains its single focus. While the Company is the country’s largest-selling craft beer, it accounts for only approximately one percent of the U.S. beer market. For more information, please visit www.samueladams.com.

Forward-Looking Statements

Statements made in this press release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including, but not limited to, the Company’s report on Form 10-K for the years ended December 29, 2012 and December 31, 2011. Copies of these documents may be found on the Company’s website, www.bostonbeer.com, or obtained by contacting the Company or the SEC.

Wednesday, February 20, 2013


THE BOSTON BEER COMPANY, INC.

Financial Results

Consolidated Statements of Comprehensive Income:

(in thousands, except per share data)

 

     (unaudited)        
     December 29,     December 31,     December 29,     December 31,  
     2012     2011     2012     2011  
     (13 weeks)     (14 weeks)     (52 weeks)     (53 weeks)  

Barrels sold

     733        671        2,746        2,485   

Revenue

   $ 165,547      $ 153,857      $ 628,580      $ 558,282   

Less excise taxes

     12,547        11,803        48,358        45,282   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenue

     153,000        142,054        580,222        513,000   

Cost of goods sold

     73,224        61,965        265,012        228,433   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     79,776        80,089        315,210        284,567   

Operating expenses:

        

Advertising, promotional and selling expenses

     39,104        41,897        169,306        157,261   

General and administrative expenses

     13,535        11,796        50,171        43,485   

Settlement proceeds

     —          —          —          (20,500

Impairment of long-lived assets

     149        666        149        666   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     52,788        54,359        219,626        180,912   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     26,988        25,730        95,584        103,655   

Other (expense) income, net:

        

Interest (expense) income

     8        19        31        54   

Other (expense) income, net

     (96     (253     (98     (209
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other (expense) income, net

     (88     (234     (67     (155
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax provision

     26,900        25,496        95,517        103,500   

Provision for income taxes

     10,027        7,711        36,050        37,441   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 16,873      $ 17,785      $ 59,467      $ 66,059   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share - basic

   $ 1.31      $ 1.41      $ 4.60      $ 5.08   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share - diluted

   $ 1.25      $ 1.33      $ 4.39      $ 4.81   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average number of common shares - Class A basic

     8,707        8,541        8,689        8,905   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average number of common shares - Class B basic

     4,107        4,107        4,107        4,107   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average number of common shares - diluted

     13,432        13,390        13,435        13,741   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income, net of tax:

        

Defined benefit plans liability adjustment

     (45     (400     (45     (400

Comprehensive income

   $ 16,828      $ 17,385      $ 59,422      $ 65,659   
  

 

 

   

 

 

   

 

 

   

 

 

 


THE BOSTON BEER COMPANY, INC.

Financial Results

Consolidated Balance Sheets:

(in thousands, except share data)

 

     Dec. 29,
2012
    Dec. 31,
2011
 
Assets     

Current Assets:

    

Cash and cash equivalents

   $ 74,463      $ 49,450   

Accounts receivable, net of allowance for doubtful accounts of $125 and $66 as of December 29, 2012 and December 31, 2011, respectively

     31,479        23,233   

Inventories

     44,361        34,072   

Prepaid expenses and other assets

     6,628        14,605   

Deferred income taxes

     5,411        4,363   
  

 

 

   

 

 

 

Total current assets

     162,342        125,723   

Property, plant and equipment, net

     189,948        143,586   

Other assets

     4,656        1,802   

Goodwill

     2,538        1,377   
  

 

 

   

 

 

 

Total assets

   $ 359,484      $ 272,488   
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Current Liabilities:

    

Accounts payable

   $ 28,303      $ 18,806   

Current portion of notes payable

     62        —     

Accrued expenses and other current liabilities

     60,529        48,243   
  

 

 

   

 

 

 

Total current liabilities

     88,894        67,049   

Deferred income taxes

     20,463        17,349   

Notes payable, less current portion

     566        —     

Other liabilities

     4,470        3,345   
  

 

 

   

 

 

 

Total liabilities

     114,393        87,743   

Commitments and Contingencies

    

Stockholders’ Equity:

    

Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 8,703,670 and 8,714,931 issued and outstanding as of December 29, 2012 and December 31, 2011, respectively

     87        87   

Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 4,107,355 issued and outstanding

     41        41   

Additional paid-in capital

     157,305        138,336   

Accumulated other comprehensive loss, net of tax

     (883     (838

Retained earnings

     88,541        47,119   
  

 

 

   

 

 

 

Total stockholders’ equity

     245,091        184,745   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 359,484      $ 272,488   
  

 

 

   

 

 

 


THE BOSTON BEER COMPANY, INC.

Financial Results

Consolidated Statements of Cash Flows:

(in thousands)

 

     (unaudited)  
     December 29,
2012

(52 weeks)
    December 31,
2011

(53 weeks)
 

Cash flows provided by operating activities:

    

Net income

   $ 59,467      $ 66,059   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     20,208        18,792   

Impairment of long-lived assets

     149        666   

Loss on disposal of property, plant and equipment

     54        118   

Bad debt recovery expense (recovery)

     59        (55

Stock-based compensation expense

     6,528        6,178   

Excess tax benefit from stock-based compensation arrangements

     (7,894     (5,346

Deferred income taxes

     2,066        (453

Changes in operating assets and liabilities, net of effects of acquisition:

    

Accounts receivable

     (8,305     (3,161

Inventories

     (10,289     (7,458

Prepaid expenses and other assets

     6,123        (2,146

Accounts payable

     8,002        (617

Accrued expenses and other current liabilities

     19,491        894   

Other liabilities

     (329     (711
  

 

 

   

 

 

 

Net cash provided by operating activities

     95,330        72,760   
  

 

 

   

 

 

 

Cash flows used in investing activities:

    

Purchases of property, plant and equipment

     (65,010     (19,599

Cash paid for acquisition of brewery assets and other intangible asset

     (1,726     —     

Increase in restricted cash

     (628     —     

Proceeds from disposal of property, plant and equipment

     41        —     
  

 

 

   

 

 

 

Net cash used in investing activities

     (67,323     (19,599
  

 

 

   

 

 

 

Cash flows used in financing activities:

    

Repurchase of Class A Common Stock

     (18,046     (62,824

Proceeds from exercise of stock options

     5,727        4,107   

Proceeds from note payable

     628        —     

Excess tax benefit from stock-based compensation arrangements

     7,894        5,346   

Net proceeds from sale of investment shares

     803        691   
  

 

 

   

 

 

 

Net cash used in financing activities

     (2,994     (52,680
  

 

 

   

 

 

 

Change in cash and cash equivalents

     25,013        481   

Cash and cash equivalents at beginning of year

     49,450        48,969   
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 74,463      $ 49,450   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Income taxes paid

   $ 18,782      $ 40,556   
  

 

 

   

 

 

 

Allocation of purchase consideration to brewery acquisition to the following assets:

    

Property, plant and equipment

     338     

Tradename

     401     

Goodwill

   $ 1,161     
  

 

 

   

 

 

Copies of The Boston Beer Company’s press releases, including quarterly financial results,

are available on the Internet at www.bostonbeer.com