8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2017

 

 

The Boston Beer Company, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Massachusetts   001-14092   04-3284048

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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

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

 

 

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

 

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

 

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

 

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

 

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

 

 

 


Item 2.02 Results of Operations and Financial Condition

On February 22, 2017, The Boston Beer Company, Inc. disclosed financial information for the fourth quarter of 2016 in an earnings release, a copy of which is set forth in the attached Exhibit 99.

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

Item 9.01 Financial Statements and Exhibits

Exhibit 99 – Earnings Release of The Boston Beer Company, Inc. dated February 22, 2017.


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 22, 2017       /s/    Frank H. Smalla        
      Frank H. Smalla
      Chief Financial Officer
EX-99

Exhibit 99

 

Investor Relations Contact:    Media Contact:
Jennifer Larson    Jessica Paar
(617) 368-5152    (617) 368-5060

BOSTON BEER REPORTS

FOURTH QUARTER 2016 RESULTS

BOSTON, MA (2/22/17) – The Boston Beer Company, Inc. (NYSE: SAM) reported fourth quarter 2016 net revenue of $219.4 million for the 14-week fiscal period ended December 31, 2016, an increase of $4.2 million or 2% from the 13-week fourth quarter 2015 fiscal period, mainly due to an increase in shipments of 2%. Net income for the fourth quarter was $22.2 million, or $1.75 per diluted share, an increase of $6.1 million or $0.54 per diluted share from the fourth quarter of 2015. This increase was primarily due to the increase in net revenue and decreases in operating expenses that were only partially offset by decreased gross margin.

Earnings per diluted share for the 53-week fiscal period ended December 31, 2016 were $6.79, a decrease of $0.46, or 6%, from the comparable 52-week fiscal period in 2015. Net revenue for the 53-week period ended December 31, 2016 was $906.4 million, a decrease of $53.5 million, or 6%, from the comparable 52-week period in 2015.

Highlights of this release include:

 

    Depletions decreased 1% for the fourth quarter and 5% for the full year.

 

    Gross margin for the fourth quarter was 49.1% and for the full year 2016 was 50.7%, a decrease of 1.5 percentage points compared to the respective 2015 periods.

 

    Advertising, promotional and selling expenses in the fourth quarter decreased $5.9 million or 9% compared to the fourth quarter of 2015 and decreased $29.4 million or 11% for the full year, primarily due to lower freight to distributors and lower media and point-of sale spending.

 

    Year-to-date 2017 depletions through the six weeks ended February 11, 2017 are estimated by the Company to have decreased approximately 15% from the comparable weeks in 2016.

 

    Full-year 2017 depletion and shipment change is now estimated between minus 7% and plus 1%, a decrease in the range from the previously communicated estimate of a change between minus low single digits and plus low single digits.

 

    Based on current spending and investment plans, full year 2017 earnings per diluted share are estimated to be between $4.20 and $6.20, excluding the impact of the new Accounting Standard “Employee Share-Based Payment Accounting” (“ASU 2016-09”) which is effective for the company on January 1, 2017.


Jim Koch, Chairman and Founder of the Company, commented, “We are disappointed with our depletion trends in 2016, which have remained weak so far in 2017. These trends are affected by the general softening of the craft beer category and cider category and a more challenging retail environment with a lot of new options for our drinkers. New craft brewers continue to enter the market and existing craft brewers are expanding their distribution and tap rooms, with the result that drinkers are seeing more choices, including a wave of new beers in all markets. We were particularly disappointed with the performance of the first of our new spring seasonal beers, Samuel Adams Hopscape. We are introducing later this month our second spring seasonal, Samuel Adams Fresh as Helles, a bright Helles lager with orange blossom and also releasing a refreshed Samuel Adams Rebel IPA, featuring a new packaging design and a new recipe with experimental hops that create a more tropical and piney IPA. We are also executing the national rollout of Rebel Juiced IPA in bottles and cans in the first quarter of 2017 to complement the national draft release in the fourth quarter of 2016. We believe that the history, authenticity and quality of the Samuel Adams brand, our unique beers, and our ability and willingness to continue to invest behind our brand position us well for future growth and we are committed to improving our current trends.”

Mr. Koch went on to say, “As previously announced, Martin Roper, President and Chief Executive Officer, plans to retire in 2018 after leading the Company for more than 17 years. The Board of Directors has created a search committee and retained Korn Ferry to assist in identifying and evaluating the best candidates to succeed Martin as CEO. Martin will remain fully engaged and committed to leading the business as CEO until a successor is found and a seamless transition is completed. We are appreciative that his continued commitment to Boston Beer affords us the time to conduct a comprehensive search for his successor, while continuing to make progress against our 2017 business objectives.”

Martin Roper, the Company’s President and CEO stated, “Fourth quarter depletions trends were driven by a decline in Samuel Adams, largely due to increased competition in the craft beer category, and by declines in Angry Orchard, mainly due to general weakness in the cider category. Partially offsetting these declines were the growth of Twisted Tea, which continues to grow distribution and pull, and the impact of the launch of Truly Spiked & Sparkling, which established itself as a leader in the emerging segment of hard sparkling water. During the quarter we also saw some early benefits of our cost savings initiatives. Thus far in 2017, we are seeing particular weakness in our Samuel Adams seasonal depletion trends due to the slow pull of our new seasonal beer, Samuel Adams Hopscape, which we believe is primarily due to executional misses, with the additional impact of the greater number of new options available to our drinkers at retail and general weakness in the seasonal sub-category. We are taking our learnings from Hopscape and applying them to our planned seasonal transitions to Fresh as Helles and then to Summer Ale in the second quarter. We like our new Samuel Adams packaging and our media advertising message, ‘Pursue Better’ and our plans for the summer. Angry Orchard and cider trends year to date are similar to the declines we saw in 2016. We are prioritizing returning the cider category and Angry Orchard to growth with a new media campaign and the first quarter national launch of Angry Orchard Easy Apple, an unfiltered refreshing hard cider that was well received in limited test markets last fall.”


Mr. Roper continued, “Our number one priority in 2017 is returning both Samuel Adams and Angry Orchard to growth through continued packaging, innovation, promotion and brand communication initiatives. Our brand and sales teams are conducting a comprehensive review of our core brand strategies and activation plans to ensure that all our investments are effective and efficient in building long-term brand equities. We will continue testing strategies and validating effectiveness, so that we can focus our investment on activities that turn around our trends. Our second priority is a focus on cost savings and efficiency projects to fund the investments needed to grow our brands. We have adjusted our organization to the new volume environment, including resizing short-term brewery capacity, and have implemented changes to our spending policies and behaviors. We are working to simplify and optimize our processes, and to improve ingredient and material yields across all our brands. Based on these efforts, we are maintaining our previously stated goal of increasing our gross margins by about one percentage point per year over the next three years, ignoring mix or volume impacts, while preserving our quality and improving our service levels. Our third priority is long-term innovation, where our current focus is ensuring that Truly Spiked & Sparkling maintains its leadership position in its segment and reaches its full potential.”

Mr. Roper went on to say, “Over the last 12 months we have rebuilt our Leadership team and realigned the organization. We have reoriented our brand and sales teams to better align with our opportunities and to provide brand leadership, and have improved our digital marketing and experiential promotion capabilities to support all our brands. I am very excited by the team’s progress on insights into our challenges and the urgency with which they have developed potential solutions and significant cost improvements to fund our planned investments. We believe we have strong brands in attractive categories and that the best long-term value creation is continued investment to return our brands to growth. With that perspective, we intend to maintain our planned brand investment levels, even as we have adjusted our volume guidance down to reflect the volume declines we have seen thus far in 2017. Our larger than usual guidance ranges reflect the uncertain volume outlook. Projecting full year depletions volumes and profitability will remain very difficult until we have better visibility into the success of our key initiatives after the second quarter. We are optimistic for future craft beer and cider category growth and we are taking steps to ensure that we are well positioned to benefit from that growth. We are committed to investing in reaction to the opportunity that we see with all our brands and remain prepared to forsake short-term earnings, as we invest to return to long-term profitable growth.”

4th Quarter 2016 Summary of Results

Depletions decreased by 1% for the fourth quarter of 2016, reflecting decreases in our Samuel Adams, Angry Orchard, Coney Island and Traveler brands that were only partially offset by increases in our Twisted Tea and Truly Spiked & Sparkling brands. The 2016 fiscal fourth quarter included 14 weeks compared to the 2015 fiscal fourth quarter, which included only 13 weeks.


Shipment volume was approximately 974 thousand barrels, a 2% increase over the fourth quarter of 2015.

The Company believes distributor inventory as of December 31, 2016 was at an appropriate level. Inventory as of December 31, 2016 at distributors participating in the Freshest Beer Program decreased in terms of days of inventory on hand when compared to December 26, 2015. The Company has approximately 77% of its volume on the Freshest Beer Program.

Gross margin of 49.1% decreased from 50.6% in the fourth quarter of 2015, primarily due to package and product mix effects and increased returns which were partially offset by price increases and cost saving initiatives in the Company breweries.

Advertising, promotional and selling expenses decreased $5.9 million compared to the fourth quarter of 2015, primarily due to decreases in point-of-sale costs, lower freight rates to distributors, and lower media advertising costs, supported by our initiatives to reduce inefficient and ineffective spend.

General and administrative expenses decreased by $2.9 million from the fourth quarter of 2015, primarily due to a favorable impact of $3.6 million in stock compensation related to the planned retirement of the Company’s Chief Executive Officer in 2018 partially offset by increases in salary and benefits costs.

The Company’s effective tax rate for the fourth quarter decreased to 34.9% from 37.9% in the fourth quarter of 2015. The higher 2015 rate was primarily due to the unfavorable tax rate impact of bonus depreciation, which was enacted during the fourth quarter of 2015.

Full Year 2016 Summary of Results

Depletions decreased by 5% for the full year of 2016, reflecting decreases in our Samuel Adams, Angry Orchard, Traveler and Coney Island brands that were only partially offset by increases in our Twisted Tea and Truly Spiked & Sparkling brands. The 2016 fiscal year included 53 weeks compared to the 2015 fiscal year, which included only 52 weeks.

Shipment volume was approximately 4.0 million barrels, a 6% decrease compared to fiscal 2015.

Gross margin of 50.7% decreased from 52.3% in the prior year, primarily due to package and product mix effects, unfavorable absorption impacts due to lower volumes in our breweries, and increased returns, which were partially offset by price increases and cost saving initiatives in the Company breweries.

Advertising, promotional and selling expenses decreased $29.4 million compared to those incurred in prior year, primarily due to decreases in freight to distributors due to lower volumes and rates, and lower media advertising and point-of-sale spending.


General and administrative expenses increased by $6.5 million compared to those incurred in prior year, primarily due to increases in salary and benefits and facilities costs.

The Company’s effective tax rate decreased slightly to 36.3% from the 36.5% rate in the prior year.

Full year 2016 capital spending totaled $49.9 million, primarily for continued investments in the Company’s breweries to drive efficiencies and cost reductions, support product innovation and further growth.

The Company expects that its cash balance of $91.0 million as of December 31, 2016, along with future operating cash flow and the Company’s unused line of credit of $150.0 million, will be sufficient to fund future cash requirements.

During the fourth quarter and the period from January 1, 2017 through February 17, 2017, the Company repurchased 275,000 shares of its Class A Common Stock for an aggregate purchase price of approximately $45.1 million. As of February 17, 2017 the Company had approximately $154.7 million remaining on the $781.0 million share buyback expenditure limit set by the Board of Directors.

2017 Outlook

The Company currently projects full year 2017 earnings per diluted share to be between $4.20 and $6.20, reflecting the uncertain volume outlook. The Company’s actual 2017 earnings per share could vary significantly from the current projection. The 2017 fiscal year includes 52 weeks compared to the 2016 fiscal year which included 53 weeks. Underlying the Company’s current 2017 projection are the following full-year estimates and targets:

 

    Depletions and shipments percentage change of between minus 7% and plus 1%.

 

    National price increases of between 1% and 2%.

 

    Gross margin of between 51% and 52%. Increasing during the year due to progress on the cost initiatives.

 

    Increased investment in advertising, promotional and selling expenses of between $20 million and $30 million. This does not include any changes in freight costs for the shipment of products to the Company’s distributors.

 

    Effective tax rate of approximately 37%, excluding the impact of the new Accounting Standard ASU 2016-09, which is effective for the company on January 1, 2017. The Company is not currently planning to provide forward guidance on the impact that ASU 2016-09 will have on the Company’s 2017 financial statements and full-year effective tax rate as this will mainly depend upon unpredictable future events, including the timing and value realized upon exercise of stock options versus the fair value when those options were granted.

 

    Estimated capital spending of between $40 million and $60 million, most of which relates to continued investments in the Company’s breweries.


About the Company

The Boston Beer Company, Inc. (NYSE: SAM) began in 1984 and today brews more than 60 styles of Samuel Adams beer. Our portfolio of brands also includes Angry Orchard Hard Cider, Twisted Tea, Truly Spiked & Sparkling, as well as several other craft beer brands brewed by A&S Brewing, our craft beer incubator. For more information, please visit our investor relations website at www.bostonbeer.com, which includes links to all of our respective brand websites.

Forward-Looking Statements

Statements made in this press release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including, but not limited to, the Company’s report on Form 10-K for the years ended December 31, 2016 and December 26, 2015. Copies of these documents may be found on the Company’s website, www.bostonbeer.com, or obtained by contacting the Company or the SEC.

Wednesday, February 22, 2017


THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

 

     (unaudited)    

 

 
     December 31,
2016 (14 weeks)
    December 26,
2015 (13 weeks)
    December 31,
2016 (53 weeks)
    December 26,
2015 (52 weeks)
 

Barrels sold

     974       958       4,019       4,256  

Revenue

   $ 234,535     $ 229,847     $ 968,994     $ 1,024,040  

Less excise taxes

     15,165       14,714       62,548       64,106  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenue

     219,370       215,133       906,446       959,934  

Cost of goods sold

     111,714       106,366       446,776       458,317  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     107,656       108,767       459,670       501,617  

Operating expenses:

        

Advertising, promotional and selling expenses

     57,895       63,806       244,213       273,629  

General and administrative expenses

     15,708       18,583       78,033       71,556  

Impairment (gain on sale) of assets, net

     (272     40       (235     258  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     73,331       82,429       322,011       345,443  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     34,325       26,338       137,659       156,174  

Other income (expense), net:

        

Interest income

     103       48       168       56  

Other expense, net

     (112     (422     (706     (1,220
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense), net

     (9     (374     (538     (1,164
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before provision for income tax

     34,316       25,964       137,121       155,010  

Provision for income taxes

     12,150       9,849       49,772       56,596  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 22,166     $ 16,115     $ 87,349     $ 98,414  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share – basic

   $ 1.77     $ 1.25     $ 6.93     $ 7.46  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share – diluted

   $ 1.75     $ 1.21     $ 6.79     $ 7.25  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average number of common shares – Class A basic

     9,184       9,477       9,189       9,619  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average number of common shares – Class B basic

     3,280       3,400       3,344       3,504  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average number of common shares – diluted

     12,638       13,275       12,796       13,520  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 22,166     $ 16,115     $ 87,349     $ 98,414  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

        

Currency translation adjustment

     (9     (9     (99     (22

Defined benefit plans liability adjustment

     (53     204       (53     204  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net of tax:

     (62     195       (152     182  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

   $ 22,104     $ 16,310     $ 87,197     $ 98,596  
  

 

 

   

 

 

   

 

 

   

 

 

 

 


THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

     December 31,
2016
    December 26,
2015
 
Assets     

Current Assets:

    

Cash and cash equivalents

   $ 91,035     $ 94,193  

Accounts receivable, net of allowance for doubtful accounts of $0 and $244 as of December 31, 2016 and December 26, 2015, respectively

     36,694       38,984  

Inventories

     52,499       56,462  

Prepaid expenses and other current assets

     8,731       12,053  

Income tax receivable

     4,928       14,928  

Deferred income taxes

     7,351       6,983  
  

 

 

   

 

 

 

Total current assets

     201,238       223,603  

Property, plant and equipment, net

     408,411       409,926  

Other assets

     9,965       8,188  

Goodwill

     3,683       3,683  
  

 

 

   

 

 

 

Total assets

   $ 623,297     $ 645,400  
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Current Liabilities:

    

Accounts payable

   $ 40,585     $ 42,718  

Current portion of debt and capital lease obligations

     60       58  

Accrued expenses and other current liabilities

     60,874       68,384  
  

 

 

   

 

 

 

Total current liabilities

     101,519       111,160  

Deferred income taxes

     64,612       56,001  

Debt and capital lease obligations, less current portion

     411       471  

Other liabilities

     10,173       16,547  
  

 

 

   

 

 

 

Total liabilities

     176,715       184,179  

Commitments and Contingencies

    

Stockholders’ Equity:

    

Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 9,170,956 and 9,389,005 shares issued and outstanding as of December 31, 2016 and December 26, 2015, respectively

     92       94  

Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 3,197,355 and 3,367,355 shares issued and outstanding as of December 31, 2016 and December 26, 2015, respectively

     32       34  

Additional paid-in capital

     349,913       290,096  

Accumulated other comprehensive loss, net of tax

     (1,103     (951

Retained earnings

     97,648       171,948  
  

 

 

   

 

 

 

Total stockholders’ equity

     446,582       461,221  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 623,297     $ 645,400  
  

 

 

   

 

 

 


THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     December 31,
2016 (53 weeks)
    December 26,
2015 (52 weeks)
 

Cash flows provided by operating activities:

    

Net income

   $ 87,349     $ 98,414  

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

    

Depreciation and amortization

     49,557       42,885  

Impairment of assets

     716       258  

Loss on disposal of property, plant and equipment

     616       515  

Gain on sale of property, plant and equipment

     (951     —    

Bad debt (recovery) expense

     (244     165  

Stock-based compensation expense

     6,148       6,665  

Excess tax benefit from stock-based compensation arrangements

     (12,524     (15,350

Deferred income taxes

     8,243       6,986  

Changes in operating assets and liabilities:

    

Accounts receivable

     2,534       (2,289

Inventories

     445       (5,155

Prepaid expenses, income tax receivable and other assets

     14,936       11,858  

Accounts payable

     (1,811     5,985  

Accrued expenses and taxes and other current liabilities

     5,479       9,014  

Other liabilities

     (6,304     8,732  
  

 

 

   

 

 

 

Net cash provided by operating activities

     154,189       168,683  
  

 

 

   

 

 

 

Cash flows used in investing activities:

    

Purchases of property, plant and equipment

     (49,913     (74,187

Proceeds from sale of property, plant and equipment

     3,855       —    

Cash paid for intangible assets

     —         (100

Change in restricted cash

     40       57  
  

 

 

   

 

 

 

Net cash used in investing activities

     (46,018     (74,230
  

 

 

   

 

 

 

Cash flows used in financing activities:

    

Repurchase of Class A Common Stock

     (164,658     (135,705

Proceeds from exercise of stock options

     40,127       42,339  

Cash paid on note payable and capital lease

     (58     (54

Excess tax benefit from stock-based compensation arrangements

     12,524       15,350  

Net proceeds from sale of investment shares

     736       1,408  
  

 

 

   

 

 

 

Net cash used in financing activities

     (111,329     (76,662
  

 

 

   

 

 

 

Change in cash and cash equivalents

     (3,158     17,791  

Cash and cash equivalents at beginning of year

     94,193       76,402  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 91,035     $ 94,193  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Income taxes paid

   $ 30,978     $ 45,078  
  

 

 

   

 

 

 

Income taxes refunded

   $ 12,064     $ 17,252  
  

 

 

   

 

 

 

(Decrease) Increase in accounts payable for repurchase of Class A Common Stock

   $ (3,000   $ 3,000  
  

 

 

   

 

 

 

Increase (Decrease) in accounts payable for purchase of property, plant and equipment

   $ 2,678     $ (1,843
  

 

 

   

 

 

 

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

are available on the Internet at www.bostonbeer.com