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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C 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 JUNE 27, 1998 OR [_] 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: 1-14092 THE BOSTON BEER COMPANY, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-3284048 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) 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___ ----- Number of shares outstanding of each of the issuer's classes of common stock, as of July 31, 1998: CLASS A COMMON STOCK, $.01 PAR VALUE 16,385,789 CLASS B COMMON STOCK, $.01 PAR VALUE 4,107,355 (Title of each class) (Number of shares) 1 THE BOSTON BEER COMPANY, INC. FORM 10-Q QUARTERLY REPORT JUNE 27, 1998 TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets June 27, 1998 and December 27, 1997 3 Consolidated Statements of Operations for the Three and Six Months Ended June 27, 1998 and June 28, 1997 4 Consolidated Statements of Cash Flows for the Six Months Ended June 27, 1998 and June 28, 1997 5 Notes to Consolidated Financial Statements 6-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13-14 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15-18 SIGNATURES 19 2 THE BOSTON BEER COMPANY, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited) June 27, December 27, 1998 1997 -------------------- ----------------------- ASSETS Current Assets: Cash and cash equivalents $ 4,259 $ 13 Short term investments 37,436 35,787 Accounts receivable, net of allowance for doubtful accounts, of $1,172 and $1,153 in 1998 and 1997, respectively 19,820 16,483 Inventories 14,575 13,675 Prepaid expenses 3,711 4,344 Deferred tax assets 2,266 2,266 Other current assets 1,538 1,308 --------------- ---------------- Total current assets 83,605 73,876 Equipment and leasehold improvements, net 30,305 28,781 Other assets 2,689 2,742 --------------- ---------------- Total assets $ 116,599 $ 105,399 =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 7,190 $ 9,556 Accrued expenses 17,826 13,770 --------------- ---------------- Total current liabilities 25,016 23,326 Long-term debt, less current maturities 10,000 10,000 Long-term deferred taxes 789 789 Other long-term liabilities 2,382 - Stockholders' Equity: Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 16,384,789 and 16,337,744 issued and outstanding as of June 27, 1998 and December 27, 1997, respectively 164 163 Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 4,107,355 issued and outstanding as of June 27, 1998 and December 27, 1997 41 41 Additional paid-in-capital 56,559 56,445 Unearned compensation (324) (423) Unrealized loss on investments in a marketable - (2,223) security Unrealized loss on forward exchange contract (8) (290) Retained earnings 21,980 17,571 --------------- ---------------- Total stockholders' equity 78,412 71,284 --------------- ---------------- Total liabilities and stockholders' equity $ 116,599 $ 105,399 =============== ================ The accompanying notes are an integral part of the financial statements 3 THE BOSTON BEER COMPANY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three months ended Six months ended ----------------------------------- ------------------------------------ June 27, June 28, June 27, June 28, 1998 1997 1998 1997 ---------------- --------------- ---------------- ---------------- Sales $53,808 $57,158 $105,469 $103,957 Less excise taxes 7,278 7,320 13,690 12,264 ---------------- --------------- ---------------- ---------------- Net sales 46,530 49,838 91,779 91,693 Cost of sales 22,231 24,671 43,658 46,578 ---------------- --------------- ---------------- ---------------- Gross profit 24,299 25,167 48,121 45,115 Operating expenses: Advertising, promotional and selling expenses 18,393 19,829 31,934 34,387 General and administrative expenses 3,214 3,097 6,438 6,027 ---------------- --------------- ---------------- ---------------- Total operating expenses 21,607 22,926 38,372 40,414 ---------------- --------------- ---------------- ---------------- Operating income 2,692 2,241 9,749 4,701 Other income (expense): Interest income 486 438 951 889 Interest expense (157) (249) (327) (357) Other income (expense), net 837 115 (1,718) 122 ---------------- --------------- ---------------- ---------------- Total other income 1,166 304 (1,094) 654 Income before income taxes 3,858 2,545 8,655 5,355 Provision for income taxes 1,526 1,110 4,246 2,340 ---------------- --------------- ---------------- ---------------- Net income $ 2,332 $ 1,435 $ 4,409 $ 3,015 ================ =============== ================ ================ Earnings per share - basic $0.11 $0.07 $0.21 $0.15 ================ =============== ================ ================ Earnings per share - diluted $0.11 $0.07 $0.21 $0.15 ================ =============== ================ ================ Weighted average shares - basic 20,489 20,325 20,474 20,212 ================ =============== ================ ================ Weighted average shares - diluted 20,612 20,475 20,582 20,416 ================ =============== ================ ================ The accompanying notes are an integral part of the financial statements 4 THE BOSTON BEER COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six months ended June 27, June 28, 1998 1997 --------------- --------------- Cash flows from operating activities: Net income $ 4,409 $ 3,015 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,524 1,886 Loss on disposition of marketable security 1,435 - Bad debt expense 168 83 Amortization of unearned compensation 65 123 Changes in assets and liabilities: Accounts receivable (3,505) (5,466) Inventory (900) (3,190) Prepaid expenses 633 (2,534) Other current assets 52 767 Other assets 53 66 Accounts payable (2,366) (5,172) Accrued expenses 4,056 2,506 Other long-term liabilities 2,382 - --------------- --------------- Net cash provided by (used in) operating activities 9,006 (7,916) --------------- --------------- Cash flows from investing activities: Purchases of equipment (4,048) (10,012) Proceeds from the sale of marketable security 2,851 - Purchases of short-term investments (3,712) (802) Purchases of restricted investments - (625) Proceeds from maturities of restricted investments - 609 --------------- --------------- Net cash used in investing activities (4,909) (10,830) --------------- --------------- Cash flows from financing activities: Proceeds from exercise of management incentive options 37 602 Proceeds from sale of common stock under stock purchase plan 117 23 Repurchase of shares under employee investment and (5) - incentive share plans Net borrowings under line of credit - 13,061 --------------- --------------- Net cash provided by financing activities 149 13,686 --------------- --------------- Net increase (decrease) in cash and cash equivalents 4,246 (5,060) Cash and cash equivalents at beginning of period 13 5,060 --------------- --------------- Cash and cash equivalents at end of period $ 4,259 $ - =============== =============== Supplemental disclosure of cash flow information: Cash paid for: Interest $ 357 $ 295 =============== =============== Income taxes 1,617 4,535 =============== =============== The accompanying notes are an integral part of the financial statements 5 THE BOSTON BEER COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. BASIS OF PRESENTATION: The Boston Beer Company, Inc. (the "Company") is engaged in the business of brewing and selling beer, ale and cider products throughout the United States and select international markets. The accompanying consolidated balance sheet as of June 27, 1998 and the results of its consolidated operations and consolidated cash flows for the three and six months ended June 27, 1998 and June 28, 1997 have been prepared by the Company, without audit, in accordance with generally accepted accounting principles 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 27,
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