0000949870false00009498702023-10-262023-10-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 26, 2023

The Boston Beer Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts	001-14092	04-3284048
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Design Center Place, Suite 850, Boston, MA		02210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 368-5000

Not Applicable

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

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

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 2.02 Results of Operations and Financial Condition

On October 26, 2023, The Boston Beer Company, Inc. disclosed financial information for the third quarter of 2023 in an earnings release, a copy of which is set forth in the attached Exhibit 99.

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

Item 9.01 Financial Statements and Exhibits

 

Exhibit 99		Earnings Release of The Boston Beer Company, Inc. dated October 26, 2023.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

 

 

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SIGNATURES

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

 

		The Boston Beer Company, Inc.
		(Registrant)
Date: October 26, 2023		/s/ Diego Reynoso
		Diego Reynoso
		Chief Financial Officer

 

 

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

 

 

BOSTON BEER REPORTS

THIRD QUARTER FINANCIAL RESULTS

 

BOSTON (October 26, 2023) -- The Boston Beer Company, Inc. (NYSE: SAM), today reported financial results for its third quarter that ended September 30, 2023. Key results were:

 

Third Quarter 2023 Summary:

 

 

Capital Structure

 

 

“On a comparable weeks basis, which adjusts for the timing impact of the July 4th holiday, our depletions trends improved from a decrease of 7% in the second quarter to a decrease of 3% in the third quarter. We continue to execute our operational plans and grew revenue, gross margin and operating cash flow in the quarter which enabled us to repurchase over $69 million in shares year-to-date,” said Chairman and Founder Jim Koch. “Our highly cash-generative business and strong balance sheet allow us to invest in our brands as we work to return to long-term sustainable growth.”

“We are pleased with our performance in the third quarter as momentum on Twisted Tea remained strong and we continued to show progress on our margin enhancement plans while increasing brand investment. Based on our results year-to-date and our expectations for the fourth quarter, we are narrowing our revenue and EPS guidance ranges,” said President and CEO Dave Burwick. “We plan to continue to invest behind the Twisted Tea and Truly brands while also nurturing innovation across Beyond Beer categories to drive long-term growth.”

 

 

 

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Details of the results were as follows:

 

Third Quarter 2023 (13 weeks ended September 30, 2023) Summary of Results

 

Net revenue of $601.6 million increased 0.9% compared to the prior year.

 

Depletions in the third quarter decreased 6% from the prior year, reflecting decreases in the Company’s Truly, Angry Orchard, Samuel Adams and Dogfish Head brands, partially offset by increases in its Twisted Tea and Hard Mountain Dew brands.

Shipment volume for the quarter was approximately 2.3 million barrels, a 2.5% decrease from the prior year, reflecting decreases in the Company’s Truly, Samuel Adams, Angry Orchard and Dogfish Head brands, partially offset by increases in its Twisted Tea and Hard Mountain Dew brands.

 

The timing of the July 4th holiday relative to the Company’s 2023 and 2022 fiscal calendars resulted in a negative depletion and shipment volume impact in the third quarter of 2023. This volume impact was the most significant factor in the difference between depletions and shipments on a fiscal calendar basis compared to a comparable weeks basis. On a comparable weeks basis, depletions declined approximately 3% and shipments declined 1.8%.

The Company believes distributor inventory as of September 30, 2023 averaged approximately five weeks on hand and was at an appropriate level for each of its brands.

Gross margin of 45.7% increased 250 basis points from the 43.2% margin realized in the prior year. Gross margin primarily benefited from strong price realization, lower inventory obsolescence and procurement savings, which were partially offset by increased inflationary costs.

Advertising, promotional and selling expenses for the third quarter of 2023 decreased $1.1 million or 0.7% from the third quarter of 2022, due to decreased freight to distributors of $10.8 million from lower rates and volumes, partially offset by an increase in brand and selling costs of $9.6 million, mainly driven by higher salaries and benefits costs and increased media investments.

General and administrative expenses increased by $4.9 million or 13.2% from the third quarter of 2022, primarily due to higher salaries and benefits costs and increased consulting costs.

 

Impairment of intangible assets reflects a $16.4 million non-cash impairment charge recorded primarily for the Dogfish Head brand, taken as a result of the Company’s annual impairment analysis as of September 1, 2023. The impairment determination was primarily based on the latest forecasts of brand performance which has been below our projections made on the acquisition date. In the third quarter of 2022, the Company recorded an impairment charge of $27.1 million for the Dogfish Head brand.

The Company incurred impairment costs for brewery equipment of $1.9 million in the third quarter of 2023 and $1.2 million in the third quarter of 2022.

The Company’s effective tax rate for the third quarter was 29.3% compared to 28.6% in the prior year. In the third quarters of 2023 and 2022, the Company recorded a tax benefit of $0.00 and $0.02 per diluted share,

 

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respectively, resulting from the Accounting Standard "Employee Share-Based Payment Accounting" ("ASU 2016-09").

 

Year-to-date 2023 (39 weeks ended September 30, 2023) Summary of Results

 

Net revenue year-to-date of $1.615 billion decreased 1.7% compared to year-to-date 2022.

 

Depletions year-to-date decreased 5% from year-to-date 2022, reflecting decreases in the Company’s Truly, Angry Orchard, Samuel Adams and Dogfish Head brands, partially offset by increases in its Twisted Tea and Hard Mountain Dew brands. Comparable weeks depletions year-to-date decreased 5%.

Shipment volume year-to-date was approximately 6.2 million barrels, a 4.6% decrease from year-to-date 2022, reflecting decreases in the Company’s Truly, Angry Orchard, Samuel Adams, and Dogfish Head brands, partially offset by increases in its Twisted Tea and Hard Mountain Dew brands. Comparable weeks shipments year-to-date decreased 5.5%.

Gross margin year-to-date of 43.6% increased from the 42.4% gross margin realized in year-to-date 2022, primarily due to price increases and procurement savings that were partially offset by increased inflationary costs.

Advertising, promotional and selling expenses year-to-date decreased $11.8 million or 2.7% from year-to-date 2022, primarily due to decreased freight to distributors of $39.0 million from lower rates and volumes, partially offset by an increase in brand investments of $27.2 million, mainly driven by increased salaries and benefits costs and higher investments in local marketing and media.

General and administrative expenses year-to-date increased by $15.0 million or 12.9% from year-to-date 2022, primarily due to increased consulting and increased salaries and benefits costs.

 

The Company incurred impairment costs for brewery equipment of $3.9 million year-to-date 2023 and $1.3 million year-to-date 2022.

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

The Company’s effective tax rate year-to-date was 28.4% compared to 26.3% year-to-date 2022. Year-to-date 2023 and 2022, the Company recorded tax benefit of $0.01 per diluted share and a tax benefit of $0.03 per diluted share, respectively, resulting from ASU 2016-09.

 

Net income year-to-date of $94.4 million or $7.67 per diluted share, represented an increase of $15.7 million or $1.31 per diluted share compared to year-to-date 2022. This increase between periods was primarily driven by higher gross margins and lower impairment, partially offset by lower revenue and a higher tax rate.

 

The Company expects that its September 30, 2023 cash balance of $310.8 million, together with its projected future operating cash flows and the unused balance on its $150.0 million line of credit, will be sufficient to fund future cash requirements.

 

 

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During the 39-week period ended September 30, 2023 and the period from October 1, 2023 through October 20, 2023, the Company repurchased its Class A Common Stock in the amounts of $62.9 million and $6.6 million, respectively, for a total of $69.4 million year to date. As of October 20, 2023, the Company had approximately $290.0 million remaining on the $1.2 billion share buyback expenditure limit set by the Board of Directors.

 

Depletions Estimate

 

Year-to-date depletions through the 42-week period ended October 21, 2023 are estimated by the Company to have decreased approximately 5% from the prior year period on both a fiscal and comparable weeks basis.

 

Full-Year 2023 Projections

 

The Company is updating the full year volume and earnings guidance previously communicated in its July 27, 2023 Earnings Release. The Company’s actual 2023 results could vary significantly from the current projection and are highly sensitive to changes in volume projections and supply chain performance. The 2023 fiscal year includes 52 weeks compared to the 2022 fiscal year which included 53 weeks.

 

Full Year 2023	Current Guidance	Prior Guidance
Depletions Decreases	(5%) to (7%)	(2%) to (8%)
Shipments Decreases	(5%) to (7%)	(2%) to (8%)
Price Increases	2% to 3%	1% to 3%
Gross Margin	42% to 43%	41% to 43%
Advertising, Promotion, and Selling Expense YoY Change ($ million)	$25 to $35	$20 to $40
Effective Tax Rate	28%	28%
GAAP EPS	$6.04 to $8.04	$6.00 to $10.00
Non-GAAP EPS	$7.00 to $9.00	-
Capital Spending ($ million)	$60 to $90	$100 to $140

 

The non-GAAP earnings per share (Non-GAAP EPS) projection excludes the impact of the non-cash brand value impairments of $16.4 million or $0.96 per diluted share.

 

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

 

 

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2024 Financial Guidance

 

The Company is planning to provide full year 2024 financial guidance during its fourth quarter earnings call in February 2024.

 

Use of Non-GAAP Measures

 

Non-GAAP EPS is not a defined term under U.S. generally accepted accounting principles (“GAAP”). Non-GAAP EPS, or Non-GAAP earnings per diluted share, excludes from projected GAAP EPS the impact of the non-cash asset impairment charge of $16.4 million, or $0.96 per diluted share, recognized in the third quarter of fiscal 2023 relating primarily to the Dogfish Head brand. This non-GAAP measure should not be considered in isolation or as a substitute for diluted earnings per share prepared in accordance with GAAP, and may not be comparable to calculations of similarly titled measures by other companies. Management uses this non-GAAP financial measure to make operating and strategic decisions and to evaluate the Company’s underlying business performance. Management believes this forward-looking non-GAAP measure provides meaningful and useful information to investors and analysts regarding the Company’s outlook for its ongoing financial and business performance or trends and facilitates period to period comparisons of its forecasted financial performance.

 

Forward-Looking Statements

 

Statements made in this press release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including, but not limited to, the Company’s report on Form 10-K for the year ended December 31, 2022 and subsequent reports filed by the Company with the SEC on Forms 10-Q and 8-K. Copies of these documents are available from the SEC and may be found on the Company’s website, www.bostonbeer.com. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

 

About the Company

 

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

 

Thursday, October 26, 2023

 

 

 

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
		(unaudited)
		Thirteen weeks ended								Thirty-nine weeks ended
		September 30, 2023				September 24, 2022				September 30, 2023				September 24, 2022
Revenue		$	639,394			$	634,332			$	1,715,883			$	1,746,642
Less excise taxes			37,795				37,879				100,980				103,833
Net revenue			601,599				596,453				1,614,903				1,642,809
Cost of goods sold			326,951				338,707				910,430				946,336
Gross profit			274,648				257,746				704,473				696,473
Operating expenses:
Advertising, promotional, and selling expenses			152,579				153,717				427,369				439,215
General and administrative expenses			42,241				37,382				130,834				115,929
Impairment of intangible assets			16,426				27,100				16,426				27,100
Impairment of brewery assets			1,900				1,181				3,916				1,302
Contract termination costs and other			—				—				—				5,330
Total operating expenses			213,146				219,380				578,545				588,876
Operating income			61,502				38,366				125,928				107,597
Other income (expense):
Interest income			3,478				759				6,977				809
Other expense			(913	)			(891	)			(1,137	)			(1,592	)
Total other income (expense)			2,565				(132	)			5,840				(783	)
Income before income tax provision			64,067				38,234				131,768				106,814
Income tax provision			18,772				10,948				37,394				28,134
Net income		$	45,295			$	27,286			$	94,374			$	78,680
Net income per common share – basic		$	3.70			$	2.21			$	7.69			$	6.39
Net income per common share – diluted		$	3.70			$	2.21			$	7.67			$	6.36
Weighted-average number of common shares – basic			12,228				12,321				12,268				12,313
Weighted-average number of common shares – diluted			12,233				12,344				12,280				12,342
Net income		$	45,295			$	27,286			$	94,374			$	78,680
Other comprehensive loss:
Foreign currency translation adjustment			(144	)			(242	)			—				(263	)
Total other comprehensive loss, net of tax			(144	)			(242	)			—				(263	)
Comprehensive income		$	45,151			$	27,044			$	94,374			$	78,417

 

 

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
		(unaudited)
		September 30, 2023				December 31, 2022
Assets
Current Assets:
Cash and cash equivalents		$	310,778			$	180,560
Accounts receivable			87,977				56,672
Inventories			148,402				148,450
Prepaid expenses and other current assets			32,242				27,461
Income tax receivable			-				10,126
Total current assets			579,399				423,269
Property, plant, and equipment, net			647,323				667,909
Operating right-of-use assets			37,456				43,768
Goodwill			112,529				112,529
Intangible assets, net			59,707				76,324
Third-party production prepayments			39,209				61,339
Other assets			41,265				35,635
Total assets		$	1,516,888			$	1,420,773
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable		$	114,699			$	84,248
Accrued expenses and other current liabilities			141,025				111,153
Current operating lease liabilities			9,030				8,866
Total current liabilities			264,754				204,267
Deferred income taxes, net			86,243				96,592
Non-current operating lease liabilities			38,461				45,274
Other liabilities			6,653				6,091
Total liabilities			396,111				352,224
Stockholders' Equity:
Class A Common Stock, $0.01 par value; 22,700,000 shares authorized; 10,116,181 and 10,238,009 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			101				102
Class B Common Stock, $0.01 par value; 4,200,000 shares authorized; 2,068,000 issued and outstanding as of September 30, 2023 and December 31, 2022			21				21
Additional paid-in capital			650,874				629,515
Accumulated other comprehensive loss			(210	)			(210	)
Retained earnings			469,991				439,121
Total stockholders' equity			1,120,777				1,068,549
Total liabilities and stockholders' equity		$	1,516,888			$	1,420,773

 

 

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
		(unaudited)
		Thirty-nine weeks ended
		September 30, 2023				September 24, 2022
Cash flows provided by operating activities:
Net income		$	94,374			$	78,680
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			66,603				60,765
Impairment of intangible assets			16,426				27,100
Impairment of brewery assets			3,916				1,302
Change in right-of-use assets			5,781				5,986
Stock-based compensation expense			12,313				10,328
Deferred income taxes			(10,349	)			2,199
Other non-cash expense			40				312
Changes in operating assets and liabilities:
Accounts receivable			(31,253	)			(37,745	)
Inventories			3,786				(45,185	)
Prepaid expenses, income tax receivable, and other current assets			3,986				52,680
Third-party production prepayments			22,130				20,845
Other assets			(9,368	)			(7,661	)
Accounts payable			31,341				67,620
Accrued expenses, other current liabilities, and other liabilities			29,217				(7,861	)
Operating lease liabilities			(6,542	)			(4,412	)
Net cash provided by operating activities			232,401				224,953
Cash flows used in investing activities:
Purchases of property, plant, and equipment			(48,777	)			(70,313	)
Proceeds from disposal of property, plant, and equipment			1,708				506
Net cash used in investing activities			(47,069	)			(69,807	)
Cash flows (used in) provided by financing activities:
Repurchases of Class A common stock			(62,477	)			—
Proceeds from exercise of stock options and sale of investment shares			10,660				5,327
Cash paid on finance leases			(1,184	)			(1,270	)
Line of credit borrowings			—				30,000
Line of credit repayments			—				(30,000	)
Payment of tax withholding on stock-based payment awards and investment shares			(2,113	)			(3,474	)
Net cash (used in) provided by financing activities			(55,114	)			583
Change in cash and cash equivalents and restricted cash			130,218				155,729
Cash and cash equivalents and restricted cash at beginning of year			180,560				66,321
Cash and cash equivalents at end of period		$	310,778			$	222,050
Copies of The Boston Beer Company's press releases, including quarterly financial results,
are available on the Internet at www.bostonbeer.com

 

 

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