false000094987000009498702023-07-272023-07-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): July 27, 2023

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		SAM		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

 

 

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Item 2.02 Results of Operations and Financial Condition

On July 27, 2023, The Boston Beer Company, Inc. disclosed financial information for the second quarter of 2023 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 July 27, 2023.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

 

 

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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.

 

		The Boston Beer Company, Inc.
		(Registrant)
Date: July 27, 2023		/s/ Matthew D. Murphy
		Matthew D. Murphy
		Chief Accounting Officer and Interim Chief Financial Officer

 

 

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			Exhibit 99
Investor Relations Contact:			Media Contact:
Jennifer Larson			Dave DeCecco
(617) 368-5152			(914) 261-6572
jennifer.larson@bostonbeer.com			dave.dececco@bostonbeer.com

 

 

BOSTON BEER REPORTS

SECOND QUARTER FINANCIAL RESULTS

 

BOSTON (July 27, 2023) -- The Boston Beer Company, Inc. (NYSE: SAM), today reported financial results for its second quarter that ended July 1, 2023. Key results were:

 

Second Quarter 2023 Summary:

 

 

Capital Structure

 

 

“We saw improvement in our financial performance and our volume benefited from the timing of the July 4th holiday in the second quarter, as we continue to execute our operational plans. We are proud to have just been named the number one beer industry supplier in the Tamarron Survey, the annual poll of beer distributors conducted by Tamarron Consulting, for the sixth year in a row,” said Chairman and Founder Jim Koch. “Our highly cash-generative business and strong balance sheet will not only fuel our 2023 brand investments, but have also enabled us to repurchase over $50 million in shares year-to-date.”

“As we expected, our second quarter performance reflected strong growth in Twisted Tea, offset by continuing challenges in the hard seltzer category, and we are reiterating our 2023 depletion and shipment expectations as well as our earnings guidance,” said President and CEO Dave Burwick. "Based on our second quarter financial performance, we plan to increase our balance of year spend behind both the Truly and Twisted Tea brands as we believe our messaging is effective and the business will respond over the short-and longer-term to these investments. We are focused on enhancing our productivity to continue to improve our gross margin and in turn incrementally invest to further strengthen our brands.”

Details of the results were as follows:

 

 

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Second Quarter 2023 (13 weeks ended July 1, 2023) Summary of Results

 

Net revenue of $603.3 million decreased 2.1% compared to the prior year.

 

Depletions in the second quarter decreased 3% from the prior year, reflecting decreases in the Company’s Truly Hard Seltzer, Angry Orchard, Hard Mountain Dew and Samuel Adams brands, partially offset by increases in its Twisted Tea and Dogfish Head brands.

Shipment volume for the quarter was approximately 2.3 million barrels, a 4.5% decrease from the prior year, reflecting decreases in the Company’s Truly Hard Seltzer, Angry Orchard, Samuel Adams, Hard Mountain Dew and Dogfish Head brands, partially offset by increases in its Twisted Tea brand.

 

The timing of the July 4th holiday relative to the Company’s 2023 and 2022 fiscal calendars resulted in a depletion and shipment volume benefit in the second quarter of 2023. This volume benefit was the most significant factor in the difference between depletions and shipments on a fiscal calendar basis compared to a comparable weeks basis. On a comparable weeks basis, depletions declined approximately 7% and shipments declined 4.8%.

The Company believes distributor inventory as of July 1, 2023 averaged approximately three weeks on hand and was at an appropriate level for each of its brands, except for certain Twisted Tea brand packages that were below targeted levels due to higher than forecasted consumer demand.

Gross margin of 45.4% increased 230 basis points from the 43.1% margin realized in the prior year. Gross margin primarily benefited from strong price realization and procurement savings, which more than offset increased inflationary costs.

Advertising, promotional and selling expenses for the second quarter of 2023 decreased $5.5 million or 3.6% from the second quarter of 2022, due to decreased freight to distributors of $15.7 million from lower rates and volumes, partially offset by an increase in brand and selling costs of $10.2 million, mainly driven by higher salaries and benefits costs, increased consulting costs and increased media investments.

General and administrative expenses increased by $6.1 million or 15.6% from the second quarter of 2022, primarily due to increased consulting and legal costs and higher salaries and benefits costs.

The Company incurred impairment costs for brewery equipment of $1.5 million in the second quarter of 2023.

The Company’s effective tax rate for the second quarter was 27.5% compared to 24.7% in the prior year. In the second quarters of 2023 and 2022, the Company recorded a tax benefit of $0.03 and $0.08 per diluted share, respectively, resulting from the Accounting Standard "Employee Share-Based Payment Accounting" ("ASU 2016-09").

 

Year-to-date 2023 (26 weeks ended July 1, 2023) Summary of Results

 

Net revenue year-to-date of $1.013 billion decreased 3.2% compared to year-to-date 2022.

 

 

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Depletions year-to-date decreased 4% from year-to-date 2022, reflecting decreases in the Company’s Truly Hard Seltzer, Angry Orchard, Dogfish Head, and Samuel Adams brands, partially offset by increases in its Twisted Tea and Hard Mountain Dew brands. Comparable weeks depletions year-to-date decreased 7%.

Shipment volume year-to-date was approximately 3.9 million barrels, a 5.8% decrease from year-to-date 2022, reflecting decreases in the Company’s Truly Hard Seltzer, Angry Orchard, Dogfish Head, and Samuel Adams brands, partially offset by increases in its Twisted Tea and Hard Mountain Dew brands. Comparable weeks shipments year-to-date decreased 7.6%.

Gross margin year-to-date of 42.4% increased from the 41.9% gross margin realized in year-to-date 2022, primarily due to price increases partially offset by higher inventory obsolescence costs, primarily related to rebranding Truly Vodka Seltzer to Truly Vodka Soda, and a non-recurring payment to a third-party contract brewery. Increased inflationary costs were offset by procurement savings.

Advertising, promotional and selling expenses year-to-date decreased $10.7 million or 3.8% from year-to-date 2022, primarily due to decreased freight to distributors of $28.3 million from lower rates and volumes, partially offset by an increase in brand investments of $17.6 million, mainly driven by increased salaries and benefits costs and higher investments in local marketing.

General and administrative expenses year-to-date increased by $10.0 million or 12.8% from year-to-date 2022, primarily due to increased consulting and legal costs.

In 2022, the Company recorded $5.3 million in contract termination costs, most of which was recorded in the first quarter, as a result of further negotiations with suppliers that eliminated certain future shortfall fees.

The Company’s effective tax rate year-to-date was 27.5% compared to 25.1% year-to-date 2022. Year-to-date 2023 and 2022, the Company recorded tax benefit of $0.01 per diluted share and a tax benefit of $0.05 per diluted share, respectively, resulting from ASU 2016-09.

 

Net income year-to-date of $49.1 million or $3.98 per share, represented a decrease of $2.3 million or $0.17 per diluted share compared to year-to-date 2022. This decrease between periods was primarily driven by lower revenue, partially offset by higher gross margins and lower operating expenses.

 

The Company expects that its July 1, 2023 cash balance of $207.8 million, together with its projected future operating cash flows and the unused balance on its $150.0 million line of credit, will be sufficient to fund future cash requirements.

 

During the 26-week period ended July 1, 2023 and the period from July 2, 2023 through July 21, 2023, the Company repurchased its Class A Common Stock in the amounts of $46.7 million and $5.8 million, respectively, for a total of $52.5 million year to date. As of July 21, 2023, the Company had approximately $307.0 million remaining on the $1.2 billion share buyback expenditure limit set by the Board of Directors.

 

Depletions Estimate

 

Year-to-date depletions through the 29-week period ended July 22, 2023 are estimated by the Company to have decreased approximately 6% from the prior year fiscal period.

 

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Full-Year 2023 Projections

 

The Company is maintaining the full year volume and earnings guidance previously communicated in its April 25, 2023 Earnings Release and increasing its Advertising, Promotion and Selling Expense guidance. The Company experienced lower than expected freight costs year to date, which in addition to gross margin performance allows it to further support its brands. The Company’s actual 2023 results could vary significantly from the current projection and are highly sensitive to changes in volume projections particularly related to the hard seltzer category and supply chain performance as well as inflationary impacts. The 2023 fiscal year includes 52 weeks compared to the 2022 fiscal year which included 53 weeks.

 

Full Year 2023	Current Guidance	Prior Guidance
Depletions Decreases	(2%) to (8%)	(2%) to (8%)
Shipments Decreases	(2%) to (8%)	(2%) to (8%)
Price Increases	1% to 3%	1% to 3%
Gross Margin	41% to 43%	41% to 43%
Advertising, Promotion, and Selling Expense YoY Change ($ million)	$20 to $40	($5) to $15
Effective Tax Rate	28%	28%
EPS	$6.00 to $10.00	$6.00 to $10.00
Capital Spending ($ million)	$100 to $140	$100 to $140

 

Underlying the Company's current 2023 projections are the following full-year estimates and targets:

 

 

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 year ended December 31, 2022 and subsequent reports

 

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filed by the Company with the SEC on Forms 10-Q and 8-K. Copies of these documents are available from the SEC and may be found on the Company’s website, www.bostonbeer.com. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

 

About the Company

 

The Boston Beer Company, Inc. (NYSE: SAM) began in 1984 brewing Samuel Adams beer and the Samuel Adams brand is currently recognized as one of the largest and most respected craft beer brands. Our portfolio of brands also includes Truly Hard Seltzer, Twisted Tea, Angry Orchard Hard Cider, Dogfish Head Brewery, Hard Mountain Dew, and Jim Beam Kentucky Coolers, as well as other craft beer brands such as Angel City Brewery and Coney Island Brewing. For more information, please visit our investor relations website at www.bostonbeer.com, which includes links to all of our respective brand websites.

 

Thursday, July 27, 2023

 

 

 

 

 

 

 

 

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
		(unaudited)
		Thirteen weeks ended								Twenty-six weeks ended
		July 1, 2023				June 25, 2022				July 1, 2023				June 25, 2022
Revenue		$	641,333			$	655,022			$	1,076,489			$	1,112,310
Less excise taxes			38,029				38,779				63,185				65,954
Net revenue			603,304				616,243				1,013,304				1,046,356
Cost of goods sold			329,141				350,468				583,479				607,629
Gross profit			274,163				265,775				429,825				438,727
Operating expenses:
Advertising, promotional, and selling expenses			149,362				154,883				274,790				285,498
General and administrative expenses			44,899				38,849				88,593				78,547
Contract termination costs and other			—				578				—				5,330
Impairment of brewery assets			1,532				80				2,016				121
Total operating expenses			195,793				194,390				365,399				369,496
Operating income			78,370				71,385				64,426				69,231
Other income (expense):
Interest income			1,855				83				3,499				50
Other expense			(122	)			(601	)			(224	)			(701	)
Total other income (expense)			1,733				(518	)			3,275				(651	)
Income before income tax provision			80,103				70,867				67,701				68,580
Income tax provision			22,068				17,518				18,622				17,186
Net income		$	58,035			$	53,349			$	49,079			$	51,394
Net income per common share – basic		$	4.73			$	4.33			$	3.99			$	4.18
Net income per common share – diluted		$	4.72			$	4.31			$	3.98			$	4.15
Weighted-average number of common shares – basic			12,268				12,319				12,288				12,309
Weighted-average number of common shares – diluted			12,276				12,341				12,304				12,341
Net income		$	58,035			$	53,349			$	49,079			$	51,394
Other comprehensive income (loss):
Foreign currency translation adjustment			126				(71	)			144				(21	)
Total other comprehensive income (loss), net of tax			126				(71	)			144				(21	)
Comprehensive income		$	58,161			$	53,278			$	49,223			$	51,373

 

 

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
		(unaudited)
		July 1, 2023				December 31, 2022
Assets
Current Assets:
Cash and cash equivalents		$	207,755			$	180,560
Accounts receivable			117,067				56,672
Inventories			155,702				148,450
Prepaid expenses and other current assets			34,798				27,461
Income tax receivable			1,748				10,126
Total current assets			517,070				423,269
Property, plant, and equipment, net			656,359				667,909
Operating right-of-use assets			39,817				43,768
Goodwill			112,529				112,529
Intangible assets, net			76,197				76,324
Third-party production prepayments			46,827				61,339
Other assets			43,754				35,635
Total assets		$	1,492,553			$	1,420,773
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable		$	120,780			$	84,248
Accrued expenses and other current liabilities			133,060				111,153
Current operating lease liabilities			8,967				8,866
Total current liabilities			262,807				204,267
Deferred income taxes, net			95,415				96,592
Non-current operating lease liabilities			40,755				45,274
Other liabilities			6,386				6,091
Total liabilities			405,363				352,224
Stockholders' Equity:
Class A Common Stock, $0.01 par value; 22,700,000 shares authorized; 10,160,485 and 10,238,009 issued and outstanding as of July 1, 2023 and December 31, 2022, respectively			102				102
Class B Common Stock, $0.01 par value; 4,200,000 shares authorized; 2,068,000 issued and outstanding as of July 1, 2023 and December 31, 2022			21				21
Additional paid-in capital			646,086				629,515
Accumulated other comprehensive loss			(66	)			(210	)
Retained earnings			441,047				439,121
Total stockholders' equity			1,087,190				1,068,549
Total liabilities and stockholders' equity		$	1,492,553			$	1,420,773

 

 

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
		(unaudited)
		Twenty-six weeks ended
		July 1, 2023				June 25, 2022
Cash flows provided by operating activities:
Net income		$	49,079			$	51,394
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			43,602				39,909
Impairment of brewery assets			2,016				121
Gain on disposal of property, plant, and equipment			(195	)			(39	)
Change in right-of-use assets			3,844				3,990
Stock-based compensation expense			8,266				7,730
Deferred income taxes			(1,177	)			2,557
Other non-cash (income) expense			(88	)			54
Changes in operating assets and liabilities:
Accounts receivable			(60,307	)			(64,469	)
Inventories			(9,376	)			(13,014	)
Prepaid expenses, income tax receivable, and other current assets			1,041				46,715
Third-party production prepayments			14,512				14,067
Other assets			(5,995	)			295
Accounts payable			38,872				48,337
Accrued expenses, other current liabilities, and other liabilities			21,354				(13,275	)
Operating lease liabilities			(4,311	)			(2,866	)
Net cash provided by operating activities			101,137				121,506
Cash flows used in investing activities:
Purchases of property, plant, and equipment			(34,809	)			(50,804	)
Proceeds from disposal of property, plant, and equipment			195				506
Net cash used in investing activities			(34,614	)			(50,298	)
Cash flows (used in) provided by financing activities:
Repurchases of Class A common stock			(45,887	)			—
Proceeds from exercise of stock options and sale of investment shares			9,466				4,610
Cash paid on finance leases			(797	)			(870	)
Line of credit borrowings			—				30,000
Line of credit repayments			—				(30,000	)
Payment of tax withholding on stock-based payment awards and investment shares			(2,110	)			(3,468	)
Net cash (used in) provided by financing activities			(39,328	)			272
Change in cash and cash equivalents and restricted cash			27,195				71,480
Cash and cash equivalents and restricted cash at beginning of year			180,560				66,321
Cash and cash equivalents at end of period		$	207,755			$	137,801
Copies of The Boston Beer Company's press releases, including quarterly financial results,
are available on the Internet at www.bostonbeer.com

 

 

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