SEC Filing | The Boston Beer Company

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THE BOSTON BEER COMPANY, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
		OF THE SECURITIES AND EXCHANGE ACT OF 1934


For the quarterly period ended September 27, 2003


[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
		OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from _____ to_______

Commission file number: 001-14092

THE BOSTON BEER COMPANY, INC.

(Exact name of registrant as specified in its charter)


MASSACHUSETTS (State or other jurisdiction of incorporation or organization)		04-3284048 (I.R.S. Employer Identification No.)

75 Arlington Street, Boston, Massachusetts
(Address of principal executive offices)
02116
(Zip Code)

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

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 [X]		No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)


Yes [X]		No [ ]

Number of shares outstanding of each of the issuer’s classes of common stock, as of October 23, 2003:


Class A Common Stock, $.01 par value Class B Common Stock, $.01 par value (Title of each class)		9,710,440 4,107,355 (Number of shares)

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	Item 1. CONSOLIDATED FINANCIAL STATEMENTS
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	Item 1. LEGAL PROCEEDINGS
	Item 2. CHANGES IN SECURITIES
	Item 3. DEFAULTS UPON SENIOR SECURITIES
	Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	Item 5. OTHER INFORMATION
	Item 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

THE BOSTON BEER COMPANY, INC.
FORM 10-Q

QUARTERLY REPORT
SEPTEMBER 27, 2003

TABLE OF CONTENTS


			PAGE
PART I.	FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements
		Consolidated Balance Sheets September 27, 2003 and December 28, 2002	3
		Consolidated Statements of Operations for the Three and Nine Months Ended September 27, 2003 and September 28, 2002	4
		Consolidated Statements of Cash Flows for the Nine Months Ended September 27, 2003 and September 28, 2002	5
		Notes to Consolidated Financial Statements	6-8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-14
	Item 3.	Quantitative & Qualitative Disclosures about Market Risk	14
	Item 4.	Controls and Procedures	14
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	15
	Item 2.	Changes in Securities	15
	Item 3.	Defaults Upon Senior Securities	15
	Item 4.	Submission of Matters to a Vote of Security Holders	15
	Item 5.	Other Information	15
	Item 6.	Exhibits and Reports on Form 8-K	15-20
SIGNATURES			21

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)


				September 27,			December 28,
				2003			2002

				(unaudited)
Assets
	Current Assets:
		Cash and cash equivalents		$	19,626		$	20,608
		Short-term investments			15,131			32,001
		Accounts receivable, net of the allowance for doubtful accounts of $524 and $689 as of September 27, 2003 and December 28, 2002, respectively			14,528			17,830
		Inventories			11,248			8,342
		Prepaid expenses			1,016			1,284
		Deferred income taxes			1,461			1,959
		Other current assets			1,950			1,513

			Total current assets		64,960			83,537
	Property, plant and equipment, net				18,134			20,202
	Other assets				2,495			1,690
	Goodwill				1,377			1,377

			Total assets	$	86,966		$	106,806

Liabilities and Stockholders’ Equity
	Current Liabilities:
		Accounts payable		$	9,603		$	8,997
		Accrued expenses			16,869			15,874

			Total current liabilities		26,472			24,871
	Long-term deferred income taxes				2,143			2,406
	Other long-term liabilities				668			697
	Commitments and Contingencies
	Stockholders’ Equity:
		Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 16,808,907 and 16,674,556 issued as of September 27, 2003 and December 28, 2002, respectively			168			166
		Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 4,107,355 issued and outstanding			41			41
		Additional paid-in-capital			60,658			59,144
		Unearned compensation			(284	)		(189	)
		Other comprehensive income			147			419
		Retained earnings			71,141			64,200
		Less: Treasury Stock at cost, 7,066,267 and 5,011,947 shares as of September 27, 2003 and December 28, 2002, respectively			(74,188	)		(44,949	)

			Total stockholders’ equity		57,683			78,832

			Total liabilities and stockholders’ equity	$	86,966		$	106,806

The accompanying notes are an integral part of these consolidated financial statements

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)
(unaudited)


		Three months ended				Nine months ended

		September 27,		September 28,		September 27,			September 28,
		2003		2002		2003			2002

Revenue		$	61,584	$	62,602	$	173,868		$	178,298
Less excise taxes			6,039		6,043		16,684			17,207

	Net revenue		55,545		56,559		157,184			161,091
Cost of sales			22,853		23,569		63,590			65,450

	Gross profit		32,692		32,990		93,594			95,641

Operating expenses:
Advertising, promotional and selling expenses			22,239		29,366		71,555			75,643
General and administrative expenses			4,348		3,397		11,820			10,745

	Total operating expenses		26,587		32,763		83,375			86,388

Operating income			6,105		227		10,219			9,253

Other income:
Interest income, net			287		334		941			731
Other income (expense)			3		13		(1	)		1,039

	Total other income		290		347		940			1,770

Income before provision for income taxes			6,395		574		11,159			11,023
Provision for income taxes			2,407		212		4,218			4,539

Net income		$	3,988	$	362	$	6,941		$	6,484

Earnings per common share – basic		$	0.28	$	0.02	$	0.46		$	0.40

Earnings per common share - diluted		$	0.28	$	0.02	$	0.46		$	0.39

Weighted average number of common shares – basic			14,183		15,878		15,001			16,196

Weighted average number of common shares – diluted			14,465		16,175		15,254			16,520

The accompanying notes are an integral part of these consolidated financial statements

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


				Nine months ended

				September 27,			September 28,
				2003			2002

				(unaudited)			(unaudited)
Cash flows from operating activities:
	Net income			$	6,941		$	6,484
	Adjustments to reconcile net income to net cash from operating activities:
		Depreciation and amortization			4,232			4,497
		Loss on disposal of fixed assets			30			206
		Stock compensation expense			65			64
		Bad debt expense			(39	)		116
		Realized gain on sale of marketable equity securities			(128	)		(21	)
	Changes in assets and liabilities:
		Accounts receivable			3,344			(699	)
		Inventory			(2,906	)		(2,343	)
		Prepaid expenses			268			38
		Other current assets			(704	)		(623	)
		Other assets			(1,411	)		(942	)
		Deferred taxes			234			380
		Accounts payable			606			2,311
		Accrued expenses			1,392			2,413
		Other long-term liabilities			(29	)		(286	)

			Net cash provided by operating activities		11,895			11,595

Cash flows from investing activities:
	Purchases of property, plant and equipment				(1,504	)		(1,663	)
	Proceeds on disposal of fixed assets				32			202
	Proceeds from the sale of available-for-sale investments				20,410			16,080
	Purchases of available-for-sale securities				(3,685	)		(36,130	)
	Purchases of held-to-maturity securities				—			(9,027	)

			Net cash provided by (used in) investing activities		15,253			(30,538	)

Cash flows from financing activities:
	Purchase of treasury stock				(29,239	)		(9,877	)
	Proceeds from exercise of stock options				943			304
	Net proceeds from the sale of investment shares				166			84

			Net cash used in financing activities		(28,130	)		(9,489	)

Change in cash and cash equivalents					(982	)		(28,432	)
Cash and cash equivalents at beginning of period				$	20,608			45,838

Cash and cash equivalents at end of period				$	19,626		$	17,406

Supplemental disclosure of cash flow information:
	Income taxes paid			$	3,339		$	3,773

The accompanying notes are an integral part of these consolidated financial statements

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and Basis of Presentation

The Boston Beer Company, Inc. and its subsidiaries (the “Company”) are engaged in the business of brewing and selling malt beverages and cider products throughout the United States and in selected international markets. The accompanying consolidated statement of financial position as of September 27, 2003 and the statement of consolidated operations and consolidated cash flows for the interim periods ending September 27, 2003 and September 28, 2002 have been prepared by the Company, without audit, in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2002.

Management’s Opinion

In the opinion of the Company’s management, the Company’s unaudited consolidated financial position as of September 27, 2003 and the results of its consolidated operations and consolidated cash flows for the interim periods ended September 27, 2003 and September 28, 2002, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

Short-Term Investments

Short-term investments as of September 27, 2003 and December 28, 2002 were classified as follows, depending upon the Company’s intent and the nature of the investment:


	As September 27, 2003				As of December 28, 2002
	(in thousands)				(in thousands)

Investment	Fair Market		Unrealized		Fair Market		Unrealized
Classification	Value		Gain/(Loss)		Value		Gain/(Loss)

Available-for-sale	$	15,071	$	208	$	31,941	$	481
Trading		60		—		60		—

Total	$	15,131	$	208	$	32,001	$	481

The Company recorded realized gains of approximately $128,000 and $21,000 during the nine months ended September 27, 2003 and September 28, 2002, respectively.

Inventories

Inventories, which consist principally of hops, brewery materials and packaging, are stated at the lower of cost, determined on a first-in, first-out (FIFO) basis, or market.

Inventories consist of the following (in thousands):


	September 27,		December 28,
	2003		2002

Raw materials, principally hops	$	7,886	$	6,548
Work in process		707		758
Finished goods		2,655		1,036

	$	11,248	$	8,342

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Net Income per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):


	For the three months ended				For the nine months ended

	September 27,		September 28,		September 27,		September 28,
	2003		2002		2003		2002

Net income	$	3,988	$	362	$	6,941	$	6,484
Shares used in earnings per common share - basic		14,183		15,878		15,001		16,196
Dilutive effect of common equivalent shares - stock options		282		297		253		324

Shares used in earnings per common share - diluted		14,465		16,175		15,254		16,520

Earnings per common share - basic	$	0.28	$	0.02	$	0.46	$	0.40

Earnings per common share - diluted	$	0.28	$	0.02	$	0.46	$	0.39

Comprehensive Income

Comprehensive income is as follows (in thousands):


	For the three months ended					For the nine months ended

	September 27,			September 28,		September 27,			September 28,
	2003			2002		2003			2002

Net income	$	3,988		$	362	$	6,941		$	6,484
Unrealized (loss) gain on available-for-sale securities		(234	)		425		(272	)		535

Comprehensive income	$	3,754		$	787	$	6,669		$	7,019

Commitments and Contingencies

Purchase Commitments

The Company had outstanding purchase commitments related to advertising contracts of approximately $12.0 million at September 27, 2003, compared to $22.0 million at December 28, 2002.

The Company has entered into contracts for the supply of a portion of its hops requirements. These purchase contracts, which extend through crop year 2008, specify both the quantities and prices to which the Company is committed. The prices of these contracts are denominated in euros. Hops purchase commitments outstanding at September 27, 2003 totaled $10.9 million (based on the exchange rate at September 27, 2003), compared to $13.4 million at December 28, 2002.

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Common Stock

Stock Compensation Plans

The Company follows the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” and applies APB Opinion No. 25 and related interpretations for the Employee Equity Incentive Plan and the Stock Option Plan for Non-Employee Directors. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.


		For the three months ended						For the nine months ended

		September			September			September			September
		27, 2003			28, 2002			27, 2003			28, 2002

Net income, as reported		$	3,988		$	362		$	6,941		$	6,484

Add: Stock-based employee compensation expense reported in net income, net of tax effects			14			14			41			39
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax effects			(180	)		(175	)		(759	)		(636	)

Pro forma net income		$	3,822		$	201		$	6,223		$	5,887
Earnings per share:
	Basic – as reported	$	0.28		$	0.02		$	0.46		$	0.40
	Basic – pro forma	$	0.27		$	0.01		$	0.41		$	0.36
	Diluted – as reported	$	0.28		$	0.02		$	0.46		$	0.39
	Diluted – pro forma	$	0.26		$	0.01		$	0.41		$	0.36

Treasury Stock

During the third quarter 2003, the Company repurchased 781,100 shares of its outstanding Class A Common Stock, for an aggregate purchase price of $11.9 million. On August 19, 2003, the Company’s Board of Directors authorized an additional $10.0 million for the repurchase of the Company’s Class A Common Stock, increasing the aggregate expenditure limitation to $80.0 million. Subsequent to quarter-end, and through October 23, 2003, the Company has repurchased an additional 32,200 shares, for an aggregate repurchase price of $524,000. For the nine months ended September 27, 2003 and to date, the Company has repurchased a total of 2.1 and 7.1 million shares, respectively, under this program, at a cost of $29.2 million and $74.7 million, respectively.

Legal Proceedings

During the fourth quarter of 2002, Miller Brewing Company filed with the American Arbitration Association a demand for arbitration with respect to its right to terminate its obligation to produce certain of the Company’s products under a contract brewing agreement after May 30, 2004. In its response, the Company, in addition to denying that Miller has the right to terminate, also asserted certain counterclaims against Miller. Hearings on the matter have taken place and the Company expects that the arbitrators will render a decision during the fourth quarter 2003. It is not possible, at this point, to predict the outcome of the arbitration.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of the Company for the three and nine-month periods ended September 27, 2003 as compared to the three and nine-month periods ended September 28, 2002. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements of the Company and Notes thereto included in the Company’s Form 10-K for the fiscal year ended December 28, 2002.

RESULTS OF OPERATIONS

Boston Beer’s flagship product is Samuel Adams Boston Lager®. For purposes of this discussion, the Company’s “core brands” include all products sold under the Samuel Adams®, Sam Adams®, HardCore® and Twisted Tea® trademarks. “Core brands” do not include the products brewed at the Cincinnati Brewery under contract arrangements for third parties. Volume produced under contract arrangements is referred to below as “non-core products.”

Three Months Ended September 27, 2003 compared to Three Months Ended September 28, 2002

Net revenue. Net revenue decreased by $1.0 million or 1.8% to $55.5 million for the three months ended September 27, 2003 from the three months ended September 28, 2002. The decrease is due to a decline in volume of the Company’s core brands coupled with a 1% decline in net revenue per barrel as compared to the third quarter 2002.

Volume. Total volume decreased by 0.8% or 3,000 barrels to 333,000 barrels in the three months ended September 27, 2003 as compared to the same period 2002, due to a decline in Sam Adams Light® and Samuel Adams® Signature Series, partially offset by increases in Twisted Tea®, Samuel Adams Boston Lager® and Samuel Adams® Seasonal Brands. During the third quarter 2002, Sam Adams Light® was launched in a substantial number of the Company’s markets and as a result, shipments of Sam Adams Light® were higher than normal levels as inventory was loaded into these markets.

Wholesalers had increased inventory levels by approximately 10,000 barrels during the third quarter 2002 as compared to an increase of approximately 2,000 barrels in the same period 2003.

Selling Price. The selling price per barrel of core brands decreased by approximately 1.0% to $166.80 per barrel for the quarter ended September 27, 2003. This decrease is primarily due to changes in the packaging mix. The ratio of bottles to kegs decreased, with bottles representing 71.8% of total shipments in the net three months ended September 27, 2003 as compared to 74.4% for the same period last year. The shift in the mix to kegs from bottles reduced net revenue per barrel, as the selling price per equivalent barrel is higher for bottles than for kegs. This shift is primarily due to the higher shipment volume of Sam Adams Light® during the third quarter 2002 when the product was launched, as this product was only available in bottles in most markets.

Gross Profit. Gross profit was 58.9% as a percentage of net revenue or $98.17 per barrel for the quarter ended September 27, 2003, as compared to 58.3% and $98.25 for the quarter ended September 28, 2002.

Cost of sales decreased by $1.56 per barrel to $68.63 per barrel, or 41.1% as a percentage of net revenue for the quarter ended September 27, 2003, as compared to 41.7% as a percentage of net revenue or $70.19 per barrel for the quarter ended September 28, 2002. This was due primarily to changes in the packaging mix as the cost of sales per equivalent barrel is higher for bottles than kegs (refer to the selling price discussion above for additional information relating to the packaging mix).

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Advertising, Promotional and Selling. As a percentage of net revenue, advertising, promotional and selling expenses were 40.0% for the quarter ended September 27, 2003, as compared to 51.9% for the quarter ended September 28, 2002. Advertising, promotional and selling expenses decreased by $7.1 million or 24.3% to $22.2 million for the three months ended September 27, 2003, compared to the three months ended September 28, 2002. This decrease is primarily due to the high level of support for the launch of Sam Adams Light® during the quarter ended September 28, 2002.

General and Administrative. General and administrative expenses increased by 28.0% or $951,000 to $4.3 million for the quarter ended September 27, 2003 as compared to the same period last year. This increase was primarily due to higher legal fees incurred during the third quarter 2003 related to arbitration proceedings with Miller Brewing Company.

Interest income, net. Interest income decreased by 14.1% to $287,000 for the quarter ended September 27, 2003 from $334,000 for the quarter ended September 28, 2002. This decrease is primarily due to lower average cash and investment balances during the third quarter 2003 as compared to the same period last year.

Provision for income taxes. The Company anticipates that its effective tax rate will be approximately 38.0% for the year ending December 27, 2003. The overall decrease in the effective tax rate for 2003 is due to both the shifting of investments from taxable to tax-exempt instruments, as well as a restructuring of certain of the Company’s corporate entities.

Nine Months Ended September 27, 2003 compared to Nine Months Ended September 28, 2002

Net revenue. Net revenue decreased by $3.9 million or 2.4% to $157.2 million for the nine months ended September 27, 2003 from $161.1 million for the nine months ended September 28, 2002. The decrease is primarily due to a decline in volume of the Company’s core brands, slightly offset by an increase in net revenue per barrel.

Volume. Total volume decreased by 3.2% or 31,000 barrels to 933,000 barrels in the nine months ended September 27, 2003 from the same period 2002, due to declines in Samuel Adams Boston Lager®, Samuel Adams® Signature Series and Seasonal Brands, partially offset by an increase in Sam Adams Light® and Twisted Tea®. During the first nine months of 2002, Sam Adams Light® was not distributed in all of the Company’s markets as the national roll out of the product began in January 2002, excluding test markets. By the end of the nine months ended September 28, 2002, Sam Adams Light® was in markets representing over 85% of the Company’s total volume.

The Company believes that the declines experienced in Samuel Adams’ flagship brand and other core brands were due to a combination of factors, including a weak economy, poor weather conditions in the Northeast during the first half of 2003, world events during the first quarter of 2003 and cannibalization of other Samuel Adams® beers by Sam Adams Light®. The Company is actively working to minimize effects of this cannibalization.

Further impacting the Company’s shipment volume for the first nine months 2003 as compared to the same period 2002 was an inventory build at wholesalers that began in January 2002 as the Company was rolling out Sam Adams Light®. Wholesalers had increased inventory levels by approximately 75,000 barrels during the first nine months 2002 as compared to approximately 26,000 barrels in 2003. During the fourth quarter of 2002, inventory levels decreased by approximately 40,000 barrels, ending the year with a cumulative inventory build of approximately 35,000 barrels. As of September 27, 2003, the Company believes inventory levels are approximately 10,000 barrels higher than normal levels for this time of year and expects to return to normal year end inventory levels or less by December 27, 2003.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Selling Price. The selling price per barrel increased by approximately 1% to $168.47 per barrel for the nine months ended September 27, 2003. This increase is due to normal price increases.

Gross Profit. Gross profit was 59.5% as a percentage of net revenue or $100.32 per barrel for the nine months ended September 27, 2003, as compared to 59.4% and $99.21 for the nine months ended September 28, 2002. The increase per barrel was primarily due to price increases, partially offset by an increase in cost of sales.

Cost of sales increased by $.27 per barrel to $68.16 per barrel or 40.5% as a percentage of net revenue for the nine months ended September 27, 2003, as compared to $67.89 per barrel or 40.6% as a percentage of net revenue for the nine months ended September 28, 2002. This was due primarily to changes in the product mix and normal increases in brewing costs. The Company anticipates slightly higher margins for the full year 2003 than in 2002.

Advertising, Promotional and Selling. As a percentage of net revenue, advertising, promotional and selling expenses were 45.5% for the nine months ended September 27, 2003, as compared to 47.0% for the nine months ended September 28, 2002. Advertising, promotional and selling expenses decreased by $4.1 million or 5.4% to $71.6 million for the nine months ended September 27, 2003, compared to the nine months ended September 28, 2002. This decrease is primarily due to the high level of support for the launch of Sam Adams Light® during the nine months ended September 28, 2002.

General and Administrative. General and administrative expenses increased by 10.0% or $1.1 million to $11.8 million for the nine months ended September 27, 2003 as compared to the same period last year. The increase was primarily due to significant legal fees incurred during the nine months ended September 27, 2003 related to arbitration proceedings with Miller Brewing Company.

Interest income, net. Interest income increased by 28.7% to $941,000 for the nine months ended September 27, 2003 from $731,000 for the same period ended September 28, 2002. This increase is primarily due to the receipt of distributions from certain investments in the first quarter, as well as moving funds into higher yielding investments in 2003.

LIQUIDITY AND CAPITAL RESOURCES

Cash and short-term investments decreased by $17.9 million to $34.8 million as of September 27, 2003 as compared to December 28, 2002. For the nine months ended September 27, 2003, the decrease in cash and short-term investments was primarily due to $29.2 million of cash used in financing activities to repurchase shares of the Company’s Class A Common Stock, partially offset by $11.9 million in cash provided by operations.

The Company utilized $29.2 million of cash during the nine months ended September 27, 2003 to repurchase 2.1 million shares of its outstanding Class A Common Stock, as compared to $9.9 million during the same period 2002. On August 19, 2003, the Company’s Board of Directors authorized an additional $10.0 million for the repurchase of the Company’s Class A Common Stock, increasing the aggregate expenditure limitation to $80.0 million. Through October 23, 2003, the Company has repurchased a total of 7.1 million shares under this program, at a cost of $74.7 million.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Cash provided by operations during the period ending September 27, 2003 increased by $300,000 to $11.9 million as compared to the same period last year. The increase was primarily due to a change in distributor credit terms that occurred during the third quarter of 2003 that reduced the accounts receivable balance by approximately $5 million for the period ended September 27, 2003 as compared to the period ended September 28, 2002. This increase was substantially offset by timing differences relating to accounts payable.

With working capital of $38.5 million and $45.0 million in unused bank lines of credit as of September 27, 2003, the Company believes that its existing resources should be sufficient to meet the Company’s short-term and long-term operating and capital requirements. The Company was in compliance with all covenants, and there were no amounts outstanding under the Company’s credit facilities as of September 27, 2003, or as of the date of this filing.

THE POTENTIAL IMPACT OF KNOWN FACTS, COMMITMENTS, EVENTS AND UNCERTAINTIES

Brewery-Related Transactions

During the fourth quarter of 2002, Miller Brewing Company filed with the American Arbitration Association a demand for arbitration with respect to its right to terminate its obligation to produce certain of the Company’s products under a contract brewing agreement after May 30, 2004. In its response, the Company, in addition to denying that Miller has the right to terminate, also asserted certain counterclaims against Miller. Hearings on the matter have taken place and the Company expects that the arbitrators will reach a decision during the fourth quarter 2003. It is not possible, at this point, to predict the outcome of the arbitration.

The Company maintains ongoing discussions with its contract breweries and potential contract breweries and continues to believe that, regardless of the outcome of the Miller arbitration, it will be able to maintain sources of supply adequate to meet the expected demand for the Company’s products beyond May 2004. The ultimate decision regarding production beyond May 2004 will, of course, depend on a number of factors, including the outcome of the Miller arbitration and other alternatives then available to the Company. Accordingly, additional capital or operating costs, if any, that the Company might actually incur in securing access to future capacity and ensuring that its products are produced to its quality and service requirements, remain uncertain.

Contractual Obligations

The following table presents contractual obligations as of September 27, 2003:


			Payments Due by Period
			Less						More
			Than 1		1-3		3-5		Than 5
(in thousands)	Total		Year		Years		Years		Years

Advertising Commitments	$	11,987	$	11,007	$	980	$	—	$	—
Hops Purchase Commitments		10,876		2,677		5,168		2,492		539
Operating Leases		3,748		1,179		2,210		227		132

Total Contractual Obligations	$	26,611	$	14,863	$	8,358	$	2,719	$	671

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

expenses, and related disclosure of contingent assets and liabilities. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Inventory Reserves

The reused glass reserve accounts for a significant portion of the inventory obsolescence reserve. The Company’s accounting policy for reused glass inventory is to recognize a loss by establishing a reserve to the extent that inventory levels exceed expected usage. Based upon the amount of reused glass that is recycled and available, the Company determines in advance what quantity of this glass will be used for bottling, and a reserve is computed based upon an estimated percentage of glass that may not be able to be utilized. The computation of this reserve considers brewery capacity for bottling with reused glass, the amount of reused glass that is available and possible packaging obsolescence. Actual results may materially differ from management’s estimates.

An additional component of the inventory obsolescence reserve is the excess hops inventory reserve. The Company’s accounting policy for hops inventory and purchase commitments is to recognize a loss by establishing a reserve to the extent inventory levels and commitments exceed forecasted usage requirements. The computation of the excess hop inventory and purchase commitment reserve is based on the age of the hops on-hand and requires management to make certain assumptions regarding future sales growth, product mix, cancellation costs, and supply, among others. The Company will continue to manage hop inventory and contract levels as necessary. The current levels are deemed adequate, based upon foreseeable future brewing requirements. Actual results may materially differ from management’s estimates.

Promotional Activities Accrual

Throughout the year, the Company’s sales force engages in numerous promotional activities, and this requires that management make certain estimates and assumptions that affect the reported amounts of related liabilities at the date of the financial statements and the reported amounts of expenditures during the reporting period. Actual results could differ from those estimates.

Distributor Promotional Discount Allowance

The Company enters into discount agreements with its various wholesalers for certain periods of time. The agreed-upon discount rates are applied to the wholesalers’ sales to retailers in order to determine the total discounted amount. The computation of the discount accrual requires that management make certain estimates and assumptions that affect the reported amounts of related assets at the date of the financial statements and the reported amounts of revenue during the reporting period. Actual results could differ from those estimates.

FORWARD-LOOKING STATEMENTS

In this Form 10-Q and in other documents incorporated herein, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions, are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date factor that may emerge, forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or unanticipated. Such risks and uncertainties include the factors set forth below in addition to the other information set forth in this Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since December 28, 2002, there have been no significant changes in the Company’s exposures to interest rate or foreign currency rate fluctuations. The Company currently does not enter into derivatives or other market risk sensitive instruments for the purpose of hedging or for trading purposes.

Item 4. CONTROLS AND PROCEDURES

On September 8, 2003, William F. Urich joined the Company as its Treasurer and Chief Financial Officer.

The Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 27, 2003, the Company’s disclosure controls and procedures were effective to ensure that material information relating to the Company, including its consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified.

During the three month period ended September 27, 2003, there were no significant changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect the Company’s internal controls over financial reporting.


PART II.		OTHER INFORMATION

	Item 1.	LEGAL PROCEEDINGS

		During the fourth quarter of 2002, Miller Brewing Company filed a Demand for Arbitration with the American Arbitration Association seeking a determination as to whether Miller has the right to terminate its existing contractual obligations to the Company, effective May 30, 2004. In its response, the Company, in addition to denying that Miller has the right to terminate, also asserted certain counterclaims against Miller. Hearings on the matter have taken place and the Company expects that the arbitrators will render a decision during the fourth quarter 2003. It is not possible, at this point, to predict the actual outcome of the arbitration.

		The Company is party to certain claims and litigation in the ordinary course of business. The Company does not believe any of these proceedings will, individually or in the aggregate, have a material adverse effect upon its financial condition or results of operations.

	Item 2.	CHANGES IN SECURITIES

		Not Applicable

	Item 3.	DEFAULTS UPON SENIOR SECURITIES

		Not Applicable

	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

		Not Applicable

	Item 5.	OTHER INFORMATION

		Not Applicable

	Item 6.	EXHIBITS AND REPORTS ON FORM 8-K

	(a)	Exhibits


Exhibit No.		Title

3.1		Amended and Restated By-Laws of the Company, dated June 2, 1998 (incorporated by reference to Exhibit 3.5 to the Company’s Form 10-Q filed on August 10, 1998).

3.2		Restated Articles of Organization of the Company, dated July 21, 1998 (incorporated by reference to Exhibit 3.6 to the Company’s Form 10-Q filed on August 10, 1998).

4.1		Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement No. 33-96164).


Exhibit No.		Title

10.1		Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and Boston Beer Company Limited Partnership (the “Partnership”), dated as of May 2, 1995 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement No. 33-96162).

10.2		Loan Security and Trust Agreement, dated October 1, 1987, among Massachusetts Industrial Finance Agency, the Partnership and The First National Bank of Boston, as Trustee, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement No. 33-96164).

10.3		Deferred Compensation Agreement between the Partnership and Alfred W. Rossow, Jr., effective December 1, 1992 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement No. 33-96162).

10.4		The Boston Beer Company, Inc. Employee Equity Incentive Plan, as adopted effective November 20, 1995 and amended effective February 23, 1996 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement No. 333-1798).

10.5		Form of Employment Agreement between the Partnership and employees (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement No. 33-96162).

10.6		Services Agreement between The Boston Beer Company, Inc. and Chemical Mellon Shareholder Services, dated as of October 27, 1995 (incorporated by reference to the Company’s Form 10-K, filed on April 1, 1996).

10.7		Form of Indemnification Agreement between the Partnership and certain employees and Advisory Committee members (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement No. 33-96162).

10.8		Stockholder Rights Agreement, dated as of December, 1995, among The Boston Beer Company, Inc. and the initial Stockholders (incorporated by reference to the Company’s Form 10-K, filed on April 1, 1996).

+10.9		Agreement between Boston Brewing Company, Inc. and The Stroh Brewery Company, dated as of January 31, 1994 (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement No. 33-96164).

+10.10		Agreement between Boston Brewing Company, Inc. and the Genesee Brewing Company, dated as of July 25, 1995 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement No. 33-96164).

+10.11		Amended and Restated Agreement between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated as of February 28, 1989 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement No. 33-96164).


Exhibit No.		Title

10.12		Amendment to Amended and Restated Agreement between Pittsburgh Brewing Company, Boston Brewing Company, Inc., and G. Heileman Brewing Company, Inc., dated December 13, 1989 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement No. 33-96162).

+10.13		Second Amendment to Amended and Restated Agreement between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated as of August 3, 1992 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement No. 33-96164).

+10.14		Third Amendment to Amended and Restated Agreement between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated December 1,1994 (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement No. 33-96164).

10.15		Fourth Amendment to Amended and Restated Agreement between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated as of April 7,1995 (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement No. 33-96162).

+10.16		Letter Agreement between Boston Beer Company Limited Partnership and Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement No. 33-96162).

10.17		Services Agreement and Fee Schedule of Mellon Bank, N.A. Escrow Agent Services for The Boston Beer Company, Inc. dated as of October 27, 1995 (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement No. 33-96164).

10.18		Amendment to Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and the Partnership (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement No. 33-96164).

10.19		1996 Stock Option Plan for Non-Employee Directors (incorporated by reference to the Company’s Form 10-K, filed on March 31, 1997).

+10.20		Production Agreement between The Stroh Brewery Company and Boston Beer Company Limited Partnership, dated January 14, 1997 (incorporated by reference to the Company’s Form 10-K, filed on March 31, 1997).

+10.21		Letter Agreement between The Stroh Brewery Company and Boston Beer Company Limited Partnership, dated January 14, 1997 (incorporated by reference to the Company’s Form 10-K, filed on March 31, 1997).

+10.22		Agreement between Boston Beer Company Limited Partnership and The Schoenling Brewing Company, dated May 22, 1996 (incorporated by reference to the Company’s Form 10-K, filed on March 31, 1997).

10.23		Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and The Boston Beer Company, Inc., dated as of March 21, 1997 (incorporated by reference to the Company’s Form 10-Q, filed on May 12, 1997).


Exhibit No.		Title

+10.24		Amended and Restated Agreement between Boston Brewing Company, Inc. and the Genesee Brewing Company, Inc. dated April 30, 1997 (incorporated by reference to the Company’s Form 10-Q, filed on August 11, 1997).

+10.26		Fifth Amendment, dated December 31, 1997, to Amended and Restated Agreement between Pittsburgh Brewing Company and Boston Brewing Company, Inc. (incorporated by reference to the Company’s Form 10-K, filed on March 26, 1998).

10.27		Extension letters, dated August 19, 1997, November 19, 1997, December 19, 1997, January 22, 1998, February 25, 1998 and March 11, 1998 between The Stroh Brewery Company and Boston Brewing Company, Inc. (incorporated by reference to the Company’s Form 10-K, filed on March 26, 1998).

+10.28		Employee Equity Incentive Plan, as amended and effective on December 19, 1997 (incorporated by reference to the Company’s Form 10-K, filed on March 26, 1998).

+10.29		1996 Stock Option Plan for Non-Employee Directors, as amended and effective on December 19, 1997 (incorporated by reference to the Company’s Form 10-K, filed March 26, 1998).

+10.30		Glass Supply Agreement between The Boston Beer Company and Owens’ Brockway Glass Container Inc., dated April 30, 1998 (incorporated by reference to the Company’s Form 10-Q, filed on August 10, 1998).

10.31		Extension letters, dated April 13, 1998, April 27, 1998, June 11, 1998, June 25, 1998 and July 20, 1998 between The Stroh Brewery Company and Boston Brewing Company, Inc. (incorporated by reference to the Company’s Form 10-Q, filed on August 10, 1998).

+10.33		Amended and Restated Production Agreement between The Stroh Brewery Company and Boston Beer Company Limited Partnership, dated November 1, 1998 (incorporated by reference to the Company’s Form 10-K, filed on March 25, 1999).

10.34		Agreement between Boston Beer Company Limited Partnership, Pabst Brewing Company and Miller Brewing Company, dated February 5, 1999 (incorporated by reference to the Company’s Form 10-K, filed on March 25, 1999).

10.35		Amendment to Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and The Boston Beer Company, Inc., dated March 30, 1999 (incorporated by reference to the Company’s Form 10-Q, filed on May 10, 1999).

+10.36		Agreement between Boston Beer Company Limited Partnership and Landstar Logistics and Transportation, dated January 9, 1999 (incorporated by reference to the Company’s Form 10-Q, filed on May 10, 1999).


Exhibit No.		Title

+10.37		Consent to Assignment of the Amended and Restated Agreement between Boston Brewing Company, Inc. and the Genesee Brewing Company, Inc. dated April 30, 1997 to Monroe Brewing Co., LLC (now known as High Falls Brewing Company, LLC) dated December 15, 2000 (incorporated by reference to the Company’s 10-K, filed on March 30, 2001).

+10.38		Guaranty of The Genesee Brewing Company, Inc. dated December 15, 2000 in favor of Boston Brewing Company, Inc., for itself and as the sole general partner of Boston Beer Company Limited Partnership in connection with the Consent of Assignment of the Amended and Restated Agreement between Boston Brewing Company, Inc. and the Genesee Brewing Company, Inc. dated April 30, 1997 to Monroe Brewing Co., LLC (now known as High Falls Brewing Company, LLC) dated December 15, 2000 (incorporated by reference to the Company’s 10-K, filed on March 30, 2001).

+10.39		Second Amended and Restated Agreement between Boston Beer Corporation and High Falls Brewing Company, LLC effective as of April 15,2002 (incorporated by reference to the Company’s 10-Q, filed on August 13, 2002).

+10.40		Guaranty Release Agreement by and between GBC Liquidating Corp., formerly known as The Genesee Brewing Company, Inc., and Boston Beer Corporation, d/b/a The Boston Beer Company dated April 22, 2002 (incorporated by reference to the Company’s 10-Q, filed on August 13, 2002).

10.41		Second Amended and Restated Credit Agreement between The Boston Beer Company, Inc. and Boston Beer Corporation, as Borrowers, and Fleet National Bank, effective as of July 1, 2002 (incorporated by reference to the Company’s 10-Q, filed on August 13, 2002).

+10.42		Brewing Services Agreement between Boston Beer Corporation and City Brewing Company, LLC, effective as of July 1, 2002 (incorporated by reference to the Company’s 10-Q, filed on November 12, 2002).

+10.43		Brewing Services Agreement between Boston Beer Corporation and Matt Brewing Co., Inc. dated as of March 15, 2003 (incorporated by reference to the Company’s 10-K, filed on March 27, 2003).

*11.1		The information required by exhibit 11 has been included in Note D of the notes to the consolidated financial statements.

14.1		Code of Business Conduct and Ethics adopted by the Board of Directors on December 17, 2002 (incorporated by reference to the Company’s 10-K, filed on March 27, 2003).

21.1		List of subsidiaries of The Boston Beer Company, Inc. (incorporated by reference to the Company’s Form 10-K, filed on March 28, 1997).


Exhibit No.		Title

21.2		List of subsidiaries of The Boston Beer Company, Inc. effective as of December 30, 2000 (incorporated by reference to the Company’s Form 10-K, filed on March 30, 2001)

21.3		List of subsidiaries of The Boston Beer Company, Inc. effective as of September 28, 2002 (incorporated by reference to the Company’s Form 10-Q, filed on May 14, 2002).

21.4		List of subsidiaries of The Boston Beer Company, Inc. effective as of December 28, 2002 (incorporated by reference to the Company’s Form 10-K, filed on March 27, 2003).

*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 Section 302 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 Section 302 of the Sarbanes-Oxley Act of 2002

*32.1		Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*	Filed with this report.

+	Portions of this Exhibit were omitted pursuant to an application for an order declaring confidential treatment filed with the Securities and Exchange Commission.

(b)

Reports on Form 8-K.

			On July 29, 2003, the Company furnished a report under Item 12 on Form 8-K to the Securities and Exchange Commission.

			On August 20, 2003, the Company filed a report under Items 5 and 7 on Form 8-K with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

THE BOSTON BEER COMPANY, INC.
(Registrant)


Date: October 28, 2003		By: /s/ Martin F. Roper

		Martin F. Roper
		President and Chief Executive Officer
		(principal executive officer)

Date: October 28, 2003		By: /s/ William F. Urich

		William F. Urich
		Chief Financial Officer
		(principal accounting and
		financial officer)



                                                                    Exhibit 31.1

I, Martin F. Roper, President and Chief Executive Officer of The Boston Beer
Company, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Boston Beer
Company, Inc.;

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. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) 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)  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

      (c)  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 of an annual report) that has materially
           affected, or is reasonably likely to materially affect, the
           registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of 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.


Date: October 28, 2003


                                    /s/ Martin F. Roper
                                    ----------------------------------------
                                    Martin F. Roper
                                    President and Chief Executive Officer
                                    [Principal Executive Officer]



                                                                    Exhibit 31.2

I, William F. Urich, Chief Financial Officer of The Boston Beer Company, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Boston Beer
Company, Inc.;

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. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) 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)  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

      (c)  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 of an annual report) that has materially
           affected, or is reasonably likely to materially affect, the
           registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of 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.


Date: October 28, 2003

                                    /s/ William F. Urich
                                    -------------------------------------
                                    William F. Urich
                                    Chief Financial Officer
                                    [Principal Financial Officer]



                                                                    Exhibit 32.1

                          The Boston Beer Company, Inc.

                            Certification Pursuant To
                             18 U.S.C. Section 1350,
                             As Adopted Pursuant To
                  Section 906 of the Sarbanes/Oxley Act of 2002

In connection with the Quarterly Report of The Boston Beer Company, Inc. (the
"Company") on Form 10-Q for the period ended September 27, 2003 as filed with
the Securities and Exchange Commission (the "Report"), I, Martin F. Roper,
President and Chief Executive Officer of the Company, certify, pursuant to
Section 1350 of Chapter 63 of Title 18, United States Code, that this Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in this Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.

Date: October 28, 2003



                                              /s/ Martin F. Roper
                                          ---------------------------
                                                Martin F. Roper
                                              President and Chief
                                               Executive Officer



                                                                    Exhibit 32.2

                          The Boston Beer Company, Inc.

                            Certification Pursuant To
                             18 U.S.C. Section 1350,
                             As Adopted Pursuant To
                  Section 906 of the Sarbanes/Oxley Act of 2002

In connection with the Quarterly Report of The Boston Beer Company, Inc. (the
"Company") on Form 10-Q for the period ended September 27, 2003 as filed with
the Securities and Exchange Commission (the "Report"), I, William F. Urich,
Chief Financial Officer of the Company, certify, pursuant to Section 1350 of
Chapter 63 of Title 18, United States Code, that this Report fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in this Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Date: October 28, 2003



                                             /s/ William F. Urich
                                      -------------------------------
                                               William F. Urich
                                            Chief Financial Officer

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