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 11, 2004

 

The Boston Beer Company, Inc.
(Exact name of registrant as specified in its chapter)

 

Massachusetts
(State or other jurisdiction
of incorporation)

001-14092
(Commission
File Number)

04-3284048
(IRS Employer
Identification No.)

75 Arlington Street, Boston, MA
(Address of principal executive offices)

02116
(Zip Code)

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

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Item 12.    Results of Operations and Financial Condition.

      On February 11, 2004, The Boston Beer Company, Inc. disclosed unaudited financial information for the fourth quarter of 2003 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.

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 11, 2004

/s/ William F. Urich

 


 

William F. Urich
Chief Financial Officer
(Signature)*

*Print name and title of the signing officer under his signature.

Exhibit

      99.    Press release of The Boston Beer Company, Inc. dated February 11, 2004.

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EXHIBIT 99

BOSTON BEER REPORTS 2003 VOLUME,
REVENUE AND EARNINGS

BOSTON, MA (2/11/04) -- The Boston Beer Company, Inc. (NYSE: SAM) today announced fourth quarter 2003 volume, revenue and earnings.

4th Quarter Results

For the three month period ended December 27, 2003, Boston Beer shipment volumes were down 6.3%. The following chart compares reported shipment volume for the current period to the prior year.

   

Q4-2003

 

Q4-2002

 

%Chg

   


 


 


             

(in barrels)

           

Total Boston Beer Brands

 

301,486

 

321,851

 

-6.3

3rd Party Contract Brewing

 

1,153

 

1,141

 

1.1

   


 


 


Total Company

 

302,639

 

322,992

 

-6.3

The decrease in shipment volume is primarily related to Sam Adams Light® which was higher during the fourth quarter 2002 when Sam Adams Light was rolled out nationally. Distributor sales of Boston Beer brands to retail (depletions) during the 2003 fourth quarter totaled 336,000 barrels, approximately a 6% decrease from the same period in 2002.

Net revenue per barrel remained flat, with price increases taken in 2003 offset by a shift in the package mix towards kegs from bottles. This shift reflects the return to a more normal mix from the fourth quarter 2002 mix that was affected by the higher shipment volume of Sam Adams Light® bottles during the fourth quarter 2002 product launch.

The Company earned $3.6 million in net income and $.25 per diluted share for the quarter versus net income of $2.1 million and $.13 per diluted share for the same period last year. Gross margin as a percent of net revenue was 56.6% as compared to 57.8% in the prior year fourth quarter. The decline in gross margin was due to a $1.5 million charge expensed during the fourth quarter 2003 relating to securing long-term production alternatives in the event of an unfavorable outcome relating to the arbitration with Miller Brewing Company. On October 28, 2003, the arbitrators issued a decision that Miller Brewing Company was not entitled to early termination of its production agreement with the Company; and, thus, the Company, no longer needing the backup, expensed the costs incurred in establishing those alternatives. Advertising, selling and promotion expenses decreased by $4.8 million or 19.2% as compared to the prior year quarter, due primarily to higher brand support in 2002 for the launch of Sam Adams Light®. General and administrative expenses for the quarter decreased $828,000 compared to the fourth quarter of 2002, as a result of the award against Miller Brewing Company by the

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arbitrators related to the Company's legal costs incurred in connection with the proceedings.

Full Year Results

For the twelve month period ended December 27, 2003, Boston Beer recorded net revenue of $207.9 million, a 3.4% decrease from the same period in 2002. The decline in net revenue is primarily due to a 3.9% decline in shipment volume, partially offset by a price increase. The following chart compares reported sales volume for the current twelve months to the same period last year.

   

YTD-2003

 

YTD-2002

 

%Chg

   


 


 


             

(in barrels)

           

Total Boston Beer Brands

 

1,229,217

 

1,280,589

 

-4.0

3rd Party Contract Brewing

 

6,734

 

5,786

 

16.4

   


 


 


Total Company

 

1,235,951

 

1,286,375

 

-3.9

For the full year 2003 Boston Beer Brand distributor sales to retail (depletions) totaled 1,237,000 barrels, approximately even with 2002.

The Company earned $10.6 million in net income or $.70 per diluted share for the twelve months ending December 27, 2003 versus net income of $8.6 million and $.52 per diluted share earned during 2002. Gross margin as a percent of net revenue declined slightly to 58.8% as compared to 59.0% in 2002. The decline in gross margin was due to a $1.5 million charge relating to certain precautions taken to secure long-term production supply prior to learning the favorable outcome of the arbitration proceedings with Miller Brewing Company. Advertising, promotional and selling expenses decreased by $8.9 million or 8.8% for the full year 2003 as compared to 2002, primarily due to higher expenditures in 2002 to support the introduction of Sam Adams Light®.

The Company's effective tax rate was 37.8% for the twelve months ended December 27, 2003, down from 39.3% during the same period 2002. The decline is due to shifting a significant portion of the Company's investments from taxable to tax-exempt instruments and a restructuring of the Company's corporate legal entities.

Shipments and orders in-hand suggest that shipments for the first quarter will be approximately even with first quarter 2003 depletions. Actual shipments for the first quarter may differ, however, and no inferences should be drawn with respect to shipments in future periods.

Jim Koch, Chairman of The Boston Beer Company said, "2003 ended with mixed results for the beer industry, and, in particular, a year of lower growth for Better Beer. Volumes in the fourth quarter as compared to 2002 were negatively impacted due to the introduction of Sam Adams Light, which was first introduced in that year. We remain encouraged by the positive trends in the second half of the year for Samuel Adams Boston Lager and Seasonal brands. We have started outdoor and print campaigns behind

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Sam Adams Light. It is too early to say whether they are impacting our Sam Adams Light volume, which is still suffering relative to very strong trial numbers during the early launch months."

Martin Roper, Boston Beer President and CEO stated, "We are pleased with the outcome of the arbitration proceedings and look forward to continuing our relationship with Miller Brewing Company. The $1.5 million charge incurred in fourth quarter 2003, relating to securing long-term production alternatives negatively impacted our gross margins. Going forward, we do not anticipate any material changes in our current production economics, and, given expected price increases and current cost pressures, expect to be able to maintain our gross margins in 2004."

Martin Roper also commented on 2003 volume trends. "While not satisfied with the full year volumes of Sam Adams Light, we are pleased that our other core brands have demonstrated volume strength in a difficult year for the beer industry. We are committed to growing Sam Adams Light long-term, and are working on developing advertising campaigns to take best advantage of the significant opportunity that we believe exists. The advertising campaign for Samuel Adams Boston Lager appears to be working and we plan to continue investing behind this campaign as the cornerstone of quality communication for the entire Samuel Adams Brand Family."

During the three and twelve months ended December 27, 2003, the Company repurchased 36,200 and 2.1 million shares, respectively, of its Class A Common Stock for an aggregate purchase price of $589,000 and $29.8 million, respectively. As of February 10, 2004, the Company had $5.2 million remaining on the authorized share buyback expenditure limit. Since the beginning of the share repurchase program, the Company has repurchased a total of approximately 7.1 million shares of its Class A Common Stock for an aggregate purchase price of $74.8 million through February 10, 2004. As of February 10, 2004, the Company has 9.9 million shares of Class A Common Stock outstanding and 4.1 million shares of Class B Common Stock outstanding.

The Boston Beer Company is America's leading brewer of world-class beer. Founded in 1984 by sixth-generation brewer Jim Koch, the Company has won more than 500 international awards for its better-tasting beers. Samuel Adams Boston Lager® is the Company's flagship brand, celebrated worldwide for its high-quality ingredients and traditional brewing techniques. The result is a beer renowned by drinkers for its full flavor, balance, complexity, and consistent quality. For more information, visit the website at www.samadams.com or visit www.bostonbeer.com for financial information.

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

<PAGE>  5

ended December 28, 2002 and for December 29, 2001. Copies of these documents may be found on the Company's website, www.bostonbeer.com, or be obtained by contacting the Company or the SEC.

Wednesday, February 11, 2004

<PAGE>  6

THE BOSTON BEER COMPANY, INC.

Financial Results

(In thousands, except per share data)

                           

Operating Results:

                       
     

(unaudited)

 

(unaudited)

     

Quarter Ended

 

12 Months Ended

       

December 27,

   

December 28,

   

December 27,

   

December 28,

       

2003

   

2002

   

2003

   

2002

     


                           
 

Barrels sold

   

303

   

323

   

1,236

   

1,286

                           
 

Gross revenue

 

$

56,235

 

$

60,038

 

$

230,103

 

$

238,335

 

Less excise taxes

   

5,474

   

5,774

   

22,158

   

22,980

     


 


 

Net revenue

   

50,761

   

54,264

   

207,945

   

215,355

 

Cost of goods sold

   

22,016

   

22,917

   

85,606

   

88,367

     


 


 

Gross profit

   

28,745

   

31,347

   

122,339

   

126,988

 

Advertising, promotional and selling expenses

   

20,286

   

25,091

   

91,841

   

100,734

 

General and administrative expenses

   

2,808

   

3,636

   

14,628

   

14,586

     


 


 

Total operating expenses

   

23,094

   

28,727

   

106,469

   

115,320

     


 


 

Operating income

   

5,651

   

2,620

   

15,870

   

11,668

 

Interest income, net

   

144

   

388

   

1,085

   

1,119

 

Other income (expenses), net

   

20

   

59

   

19

   

1,304

     


 


 

Income before income taxes

   

5,815

   

3,067

   

16,974

   

14,091

 

Provision for income taxes

   

2,198

   

999

   

6,416

   

5,538

     


 


 

Net income

 

$

3,617

 

$

2,068

 

$

10,558

 

$

8,553

     


 


                           
 

Net income per share - basic

 

$

0.26

 

$

0.13

 

$

0.72

 

$

0.53

     


 


 

Net income per share - diluted

 

$

0.25

 

$

0.13

 

$

0.70

 

$

0.52

     


 


                           
 

Weighted average number of common

                       
 

   shares - basic

   

13,890

   

15,749

   

14,723

   

16,083

     


 


 

Weighted average number of common

                       
 

   shares - diluted

   

14,227

   

16,059

   

15,000

   

16,407

     


 


<PAGE>

Consolidated Balance Sheets:

         
   

(unaudited)

   

December 27,

 

December 28,

   

2003

 

2002

   


 


             
 

Assets

         
 

   Current Assets:

         
 

      Cash and cash equivalents

$

27,792 

 

$

20,608 

 

      Short-term investments

 

15,098 

   

32,001 

 

      Accounts receivable, net of allowance for doubtful accounts of

         
 

         $450 and $689 as of December 27, 2003 and December 28, 2002,

         
 

         respectively

 

10,432 

   

17,830 

 

      Inventories

 

9,890 

   

8,342 

 

      Prepaid expenses

 

1,126 

   

1,284 

 

      Deferred income taxes

 

1,177 

   

1,959 

 

      Other current assets

 

2,304 

   

1,513 

   


 


 

         Total current assets

 

67,819 

   

83,537 

             
 

   Property, plant and equipment, net

 

17,059 

   

20,202 

 

   Other assets

 

1,099 

   

1,690 

   Goodwill

 

1,377 

   

1,377 

   


 


 

         Total assets

$

87,354 

 

$

106,806 

   


 


             
 

Liabilities and Stockholders' Equity

         
 

   Current Liabilities:

         
 

      Accounts payable

$

6,395 

 

$

8,997 

 

      Accrued expenses

 

15,504 

   

15,874 

   


 


 

         Total current liabilities

 

21,899 

   

24,871 

             
 

   Deferred income taxes

 

2,191 

   

2,406 

 

   Other long-term liabilities

 

740 

   

697 

             
 

   Commitments and Contingencies

         
             
 

   Stockholders' Equity

         
 

      Class A Common Stock, $.01 par value;

         
 

         22,700,000 shares authorized; 16,945,418 and 16,674,556 issued

         
 

         as of December 27, 2003 and December 28, 2002, respectively

       

166 

 

      Class B Common Stock, $.01 par value;

         
 

         4,200,000 shares authorized; 4,107,355 issued and outstanding

       

41 

 

      Additional paid-in capital

 

62,517 

   

59,144 

 

      Unearned compensation

 

(229)

   

(189)

 

      Other comprehensive income

 

45 

   

419 

 

      Retained earnings

 

74,758 

   

64,200 

 

      Treasury stock, at cost

         
 

         7,102,467 and 5,011,947 shares as of December 27, 2003 and

         
   


 


 

         December 28, 2002, respectively

 

(74,777)

   

(44,949)

   


 


 

         Total stockholders' equity

 

62,524 

   

78,832 

 

         Total liabilities and stockholders' equity

$

87,354 

 

$

106,806 

   


 


<PAGE>

Consolidated Statements of Cash Flows:

         
   

(unaudited)

   

12 Months Ended

   

December 27,

 

December 28,

   

2003

 

2002

   


 


             
 

Cash flows from operating activities:

         
 

   Net income

$

10,558 

 

$

8,553 

 

   Adjustments to reconcile net income to net cash from operating activities:

         
 

      Depreciation and amortization

 

7,106 

   

6,151 

 

      Loss on disposal of fixed assets

 

102 

   

206 

 

      Bad debt (recovery) expense

 

(113)

   

64 

 

      Realized gain on sale of marketable equity security

 

(128)

   

(1,284)

 

      Stock option compensation expense

 

85 

   

69 

 

      Changes in assets and liabilities:

         
 

      Accounts receivable

 

7,514 

   

1,325 

 

      Inventories

 

(1,548)

   

981 

 

      Prepaid expenses

 

158 

   

(282)

 

      Other current assets

 

(1,432)

   

(792)

 

      Deferred taxes

 

1,427 

   

(763)

 

      Other assets

 

(1,653)

   

(907)

      Accounts payable

 

(2,602)

   

(2,204)

 

      Accrued expenses

 

159 

   

3,026 

 

      Other long-term liabilities

 

   

(323)

   


 


 

         Net cash from operating activities

 

19,641 

   

13,820 

   


 


             
 

Cash flows from investing activities:

         
 

   Purchases of property, plant and equipment

 

(1,729)

   

(2,336)

 

   Proceeds on disposal of fixed assets

 

32 

   

212 

 

   Purchases of available-for-sale securities

 

(3,778)

   

(36,459)

 

   Purchases of held-to-maturity securities

 

   

(9,027)

 

   Maturities of held-to-maturity investments

 

   

11,059 

 

   Proceeds from the sale of available-for-sale securities

 

20,470 

   

5,021 

 

   Proceeds from the sale of trading security

 

   

1,263 

   


 


 

         Net cash from (used in) investing activities

 

14,995 

   

(30,267)

   


 


             
 

Cash flows from financing activities:

         
 

   Purchase of treasury stock

 

(29,828)

   

(9,877)

 

   Proceeds from exercise of stock options

 

2,143 

   

1,014 

 

   Net proceeds from the sale of Investment Shares

 

233 

   

80 

   


 


 

         Net cash used in financing activities

 

(27,452)

   

(8,783)

   


 


             
 

Change in cash and cash equivalents

 

7,184 

   

(25,230)

             
 

Cash and cash equivalents at beginning of period

 

$ 20,608 

   

45,838 

   


 


             
 

Cash and cash equivalents at end of period

$

27,792 

 

$

20,608 

   


 


             
 

Supplemental disclosure of cash flow information:

         
 

   Taxes paid

$

5,571 

 

$

3,864 

   


 


<PAGE>