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): May 3, 2005

The Boston Beer Company, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts

001-14092

04-3284048

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

75 Arlington Street, Boston, MA

02116

(Address of principal executive offices)

(Zip Code)

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

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

[   ]

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

[   ]

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

[   ]

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

[   ]

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

Item 2.02    Results of Operations and Financial Condition.

      On May 3, 2005, The Boston Beer Company, Inc. disclosed audited financial information for the first quarter of 2005, 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 May 3, 2005

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: May 3, 2005

/s/ William F. Urich

William F. Urich

Chief Financial Officer

(Signature)^*

EXHIBIT 99

BOSTON BEER REPORTS FIRST QUARTER VOLUME,

REVENUE AND EARNINGS

BOSTON, MA (5/3/05) -- The Boston Beer Company, Inc. (NYSE: SAM) achieved first quarter 2005 diluted earnings per share of $.27, an $.18 increase over the same period last year. Net revenue increased 9.1% in the first quarter 2005, and net income increased by $2.7 million over the prior year.

The net revenue increase in the first quarter was driven by a shipment volume increase of 6.5% and a 2.5% price and package mix related increase. The first quarter increase in net income was primarily driven by the revenue increase and deferrals in advertising spending as the Company withheld spending prior to the introduction of the Company's new brand campaign which began in March 2005.

Distributor sales of the Boston Beer brands to retail (depletions) declined 1.4% from the first quarter 2004. Jim Koch, Chairman and Founder of the Company, commented, "While we are pleased with our earnings growth, we are somewhat disappointed with the first quarter depletion results. January proved to be a difficult month for us as well as the entire industry, but we saw some improvement in the remainder of the quarter. In early March, we introduced our new brand communication and believe that it capitalizes on the roots and essence of Samuel Adams' success. We are excited by this new campaign."

Martin Roper, Boston Beer President and CEO said, "We believe the Samuel Adams brand continues to maintain strong brand equity. Continued strong growth in Samuel Adams Seasonals, Brewmaster's Collection and Twisted Tea, offset some weakness in Samuel Adams Boston Lager and Sam Adams Light. Although we experienced some weakness in bottle packages late in the quarter which pulled our total trends down, on-premise trends, while slightly negative, improved during the quarter. Our key wholesalers responded enthusiastically to our presentation of our new brand messaging. We continue to work on non-media elements of our strategy and expect these to be rolled out over the summer. It is too early to identify the impact of these initiatives on our volumes. Our full year projections of brand investment may change depending on the effectiveness of these initiatives, as we look to grow our volume."

Bill Urich, Boston Beer CFO added, "During first quarter 2005, we benefited from our 2004 cost savings projects and further efficiencies achieved in our manufacturing and operating expenses. These efficiencies offset the increases in packaging and freight costs we experienced. Energy cost increases continued to place pressure on our margins. We see these cost pressures continuing, particularly the freight cost increases, and expect to offset these increases with our

efficiency initiatives. The $6.5 million Cincinnati brewery expansion project, which is part of this effort, is on schedule for completion in the third quarter."

Mr. Roper also stated, "We entered into a production agreement in April 2005 with Brown-Forman Distillery Company to produce at our brewery located in Cincinnati, Ohio, a clear malt base for Brown-Forman and for use in our Twisted Tea® flavored malt beverages. This is the result of a joint development project combining Brown-Forman technology and our expertise in fermentation. With this and some other initiatives, we now expect our capital expenditures for the year to be between $12.0 and $15.0 million."

Shipments and orders in-hand suggest that core shipments for April and May 2005 appear to be up approximately 1.0% as compared to the same period in 2004. Actual shipments for the current quarter may differ, however, and no inferences should be drawn with respect to shipments in future periods.

1^st Quarter Results

For the 13-week period ended March 26, 2005, the Company recorded net sales of $48.7 million, a 9.1% increase from the first quarter in 2004. Net revenue per barrel increased by 2.5% during the quarter, due primarily to price increases and, to a lesser extent, a shift in the package mix from kegs to bottles. As reflected on the following chart, reported shipment volume for the period was 280,000 barrels, a 6.5% increase from prior year.

Barrels

Q1-2005

Q1-2004

%Chg

Total Boston Beer Brands

278,000

261,000

6.5%

3^rd Party Contract Brewing

    2,000

    2,000

-

Total Company

280,000

263,000

6.5 %

Distributor sales of the Boston Beer brands to retail (depletions) totaled approximately 246,000 barrels, a 1.4% decrease from the first quarter 2004, primarily as a result of declines in Samuel Adams Boston Lager^® and Sam Adams Light^® volume.

The Company's recorded net income of $4.0 million or $.27 per diluted share for the first quarter 2005 increased by $2.7 million or $.18 per diluted share as compared to the same period last year. Gross margins as a percent of net sales increased to 61.2% from 59.5% in the first quarter of 2004, principally due to net price increases and favorable manufacturing costs. Advertising, promotional and selling expenses for the quarter were down by $1.7 million or 8.0% compared to the same period last year. This decrease was primarily a result of a delay in television advertising spending in the first quarter 2005, as well as higher expenses in the first quarter 2004 for outdoor and print advertising for Sam Adams Light^®. General and administrative expenses increased by $0.8 million compared to the same period last year, due to an increase in salary and benefit costs, and accounting and legal fees.

Other matters

The Company currently expects earnings per share for the full year 2005 to be between $0.94 and $1.00, based on current plans and market trends, versus $0.86 per diluted share earned in 2004. The Company believes that this earnings per share growth will be driven by volume increases for the full year and the price increases implemented in the first quarter. These anticipated increases in revenue are expected to be offset somewhat by increases in advertising, promotional and selling expenses of between $4.0 million to $7.0 million, normal inflationary production cost increases, and general and administrative expense increases. The Company's currently anticipated 2005 total advertising, promotional and selling expenditures may be adjusted, up or down, as deemed appropriate for the benefit of the Company's long term volume growth.

During the three months ended March 26, 2005, the Company did not repurchase any of its Class A Common Stock. As of May 2, 2005, the Company had $5.2 million remaining on the authorized share buyback expenditure limit under its Stock Repurchase Program. Since the beginning of the 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 May 2, 2005. As of May 2, 2005, the Company has 10.2 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 hand-crafted, full-flavored beer.  Founder and brewer, Jim Koch, brews Samuel Adams® beers using the time-honored, traditional four-vessel brewing process and the world's finest all-natural ingredients.  Beer-lovers can enjoy many styles of Samuel Adams® beers that range from light-bodied to bold, traditional to extreme.  In the last twenty years, the brewery has won more awards in international beer tasting competitions than any other brewery in the world.  Samuel Adams Boston Lager®, the Company's flagship brand, is brewed using the same recipe and techniques that Jim Koch's great-great grandfather used in the mid 1800s.  The result is a beer renowned by drinkers for its full flavor, balance, complexity, and consistent quality.  For more information about Samuel Adams® beers visit www.samueladams.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 years ended December 25, 2004 and December 27,

2003. Copies of these documents may be found on the Company's website, www.bostonbeer.com, or obtained by contacting the Company or the SEC.

Tuesday, May 3, 2005

THE BOSTON BEER COMPANY, INC.

Financial Results

(In thousands, except per share data)

Operating Results:

(unaudited)

Quarter Ended

March 26,

March 27,

2005

2004

Barrels sold

280

263 

Gross revenue

$

53,625

$

49,307 

Less excise taxes

4,916

4,652 

Net revenue

48,709

44,655 

Cost of goods sold

18,877

18,073 

Gross profit

29,832

26,582 

Advertising, promotional and selling expenses

19,808

21,522 

General and administrative expenses

4,020

3,209 

Total operating expenses

23,828

24,731 

Operating income

6,004

1,851 

Interest income, net

301

200 

Other income (expense), net

158

(8)

Income before income taxes

6,463

2,043 

Provision for income taxes

2,500

772 

Net income

$

3,963

$

1,271 

Net income per share - basic

$

0.28

$

0.09 

Net income per share - diluted

$

0.27

$

0.09 

Weighted average number of common shares - basic

14,275

14,019 

Weighted average number of common shares - diluted

14,698

14,352 

Copies of The Boston Beer Company's press releases, including quarterly

financial results, are available on the Internet at www.bostonbeer.com

Conference Call Begins at 4:00 p.m. (ET)

Consolidated Balance Sheets:

(in thousands, except share data)

(unaudited)

March 26,

March 27,

2005

2004

Assets

    Current Assets:

        Cash and cash equivalents

$

38,523 

$

35,794 

        Short-term investments

23,900 

24,000 

        Accounts receivable, net of allowance for doubtful

          accounts of $597 in 2005 and 2004

10,489 

12,826 

        Inventories

12,755 

12,561 

        Prepaid expenses

1,399 

883 

        Deferred income taxes

1,400 

1,474 

        Other assets

4,644 

230 

            Total current assets

93,110 

87,768 

    Property, plant and equipment, net

18,742 

17,222 

    Other assets

1,060 

1,095 

    Goodwill

1,377 

1,377 

            Total assets

$

114,289 

$

107,462 

Liabilities and Stockholders' Equity

    Current Liabilities:

        Accounts payable

$

5,964 

$

9,744 

        Accrued expenses

22,141 

16,494 

            Total current liabilities

28,105 

26,238 

    Deferred income taxes

1,511 

2,085 

    Other liabilities

768 

769 

    Stockholders' Equity

        Class A Common Stock, $.01 par value;

          22,700,000 shares authorized; 10,182,663

          shares in 2005 and10,088,869 shares in 2004

          issued and outstanding

102 

101 

        Class B Common Stock, $.01 par value;

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

          and outstanding

41 

41 

        Additional paid-in capital

67,842 

66,157 

        Unearned compensation

(473)

(280)

        Other comprehensive income

(124)

(203)

        Retained earnings

16,517 

12,554 

            Total stockholders' equity

83,905 

78,370 

            Total liabilities and stockholders' equity

$

114,289 

$

107,462 

Consolidated Statements of Cash Flows:

(in thousands)

(unaudited)

Quarter Ended

March 26,

March 27,

2005

2004

Cash flows from operating activities:

    Net income

$

3,963 

$

1,271 

    Adjustments to reconcile net income to net cash from

      operating activities:

        Depreciation and amortization

980 

1,251 

        Bad debt expense

- 

65 

        Stock option compensation expense

36 

22 

        Tax benefit from stock options exercised

413 

309 

    Changes in assets and liabilities:

        Accounts receivable

2,337 

795 

        Inventories

(194)

(577)

        Prepaid expenses

(516)

(322)

        Other current assets

(4,141)

1,377 

        Other assets

- 

(114)

        Deferred taxes

(422)

(257)

        Accounts payable

(3,780)

(51)

        Accrued expenses

5,645 

(953)

        Other long-term liabilities

- 

(46)

            Net cash from operating activities

4,321 

2,770 

Cash flows from investing activities:

    Purchases of property, plant and equipment

(2,465)

(862)

    Purchases of available-for-sale securities

- 

(6,138)

    Redemption of short-term investments

100 

- 

            Net cash used in investing activities

(2,365)

(7,000)

Cash flows from financing activities:

    Proceeds from exercise of stock options

697 

1,136 

    Net proceeds from the sale of Investment Shares

76 

48 

            Net cash from financing activities

773 

1,184 

Change in cash and cash equivalents

2,729 

(3,046)

Cash and cash equivalents at beginning of period

35,794 

27,792 

Cash and cash equivalents at end of period

$

38,523 

$

24,746 

Supplemental disclosure of cash flow information:

    Taxes paid

$

856 

$

87