UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended28, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission file number:
THE BOSTON BEER COMPANY, INC.
(Exact name of registrant as specified in its charter)
Massachusetts | 04-3284048 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
\
One Design Center Place, Suite 850, Boston, Massachusetts
(Address of principal executive offices)
02210
(Zip Code)
(617) 368-5000
(Registrant’s telephone number, including area code)
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 | SAM | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
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
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation(§ (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated | ☐ | Smaller reporting company | ☐ | |||
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule
The aggregate market value of the Class A Common Stock ($.01 par value) held by$3,163.5$9,717.61 million (based on the average price of the Company’s Class A Common Stock on the New York Stock Exchange on June 29, 2019)26, 2021). All of the registrant’s Class B Common Stock ($.01 par value) is held by an affiliate.
As of February 14, 2020,18, 2022 there were 9,481,43410,225,809
DOCUMENTS INCORPORATED BY REFERENCE
Certain parts of the registrant’s definitive Proxy Statement for its 20202022 Annual Meeting to be held on May 14, 202018, 2022 are incorporated by reference into Part III of this report.
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
FORM
FOR THE PERIOD ENDED DECEMBER 28, 2019
PART I. | ||||||
Page | ||||||
Item 1. | 3 | |||||
Item 1A. | 16 | |||||
Item 1B. | 26 | |||||
Item 2. | 26 | |||||
Item 3. | 27 | |||||
Item 4. | 27 | |||||
PART II. | ||||||
Item 5. | 28 | |||||
Item 6. | 30 | |||||
Item 7. | 31 | |||||
Item 7A. | 38 | |||||
Item 8. | 38 | |||||
Item 9. | 70 | |||||
Item 9A. | 70 | |||||
Item 9B. | 71 | |||||
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | |||||
PART III. | ||||||
Item 10. | 72 | |||||
Item 11. | 72 | |||||
Item 12. | 72 | |||||
Item 13. | 72 | |||||
Item 14. | 72 | |||||
PART IV. | ||||||
Item 15. | 73 | |||||
Item 16. | 75 | |||||
76 |
2
PART I.
Item 1. Business
General
The Boston Beer Company, Inc. (“Boston Beer” or theand certain subsidiaries (the “Company”) is ahigh-endalcoholic beverage company and one of the largest craft brewersare engaged in the business of selling alcohol beverages throughout the United States. In fiscal 2019,States and in selected international markets, under the trade names “The Boston Beer sold approximately 5.3 million barrels of its proprietary products.The Company’s brands include Samuel Adams®Twisted“Twisted Tea®Truly Hard“Hard Seltzer®Angry Orchard®Hard“Angry Orchard® Cider DogfishCompany”, “Dogfish Head® Craft Brewery”, “Dogfish Head®Craft Brewery, Wild Leaf®Hard Tea Distilling Co.”, “Angel City® Brewing Company”, “Coney Island® Brewing Company” and Tura®Alcoholic Kombucha, as well as other local craft beer brands.
Boston Beer produces alcohol beverages, including hard seltzer, malt beverages (“beers”), hard seltzer and hard cider at Company-owned breweries and its cidery and under contract arrangements at other brewery locations. The four primary Company-owned breweries are focused on production and research and development and include breweries located in Boston, Massachusetts (the “Boston Brewery”), Cincinnati, Ohio (the “Cincinnati Brewery”), Milton, Delaware (the “Milton Brewery”) and Breinigsville, Pennsylvania (the “Pennsylvania Brewery”). These breweries, with the exception of the Pennsylvania Brewery, have tap rooms for retail sales on site. The Company produces a small but growing amount of distilled spirits and spirits based ready to drink beverages (“spirits RTDs”) at the Milton Brewery.
The Company also owns five smaller local breweries that are mainly focused on brewing and packaging beers for retail sales on site at tap rooms and gift shops, restaurant activities, developing innovative and traditional beers and in some cases, supporting draft and package accounts in the respective local market areas. These local breweries are located in Boston, Massachusetts (the “Samuel Adams Boston Downtown Tap Room”), Rehoboth, Delaware ( “Dogfish(“Dogfish Head BrewingBrewings and Eats”), Los Angeles, California (the “Angel City Brewery”), Miami, Florida (the “Concrete Beach Brewery”) and Brooklyn, New York (the “Coney Island Brewery”) and Miami, Florida (the “Dogfish Head Miami Brewery”).
In addition, the Company owns an apple orchard and cidery located in Walden, New York (the “Orchard” and “Cidery”), a restaurant in Rehoboth, Delaware (“Chesapeake & Maine”) and a boutique inn in Lewes, Delaware (the “Dogfish Inn”).
The Company sells its beverages in various packages. Sleek cans, standard cans and bottles are sold primarily for off-premise retailers, which include grocery stores, club stores, convenience stores, liquor stores, and other traditional and e-commerce retail outlets. Kegs are sold primarily for on-premise retailers, which include bars, restaurants, stadiums and other venues.
The Company’s principal executive offices are located at One Design Center Place, Suite 850, Boston, Massachusetts 02210, and its telephone number is (617)
Industry Background
Most of the Company’s products are sold through off-premise retailers and the Company estimates the size of its markets using third-party metrics from measured off-premise channels, which is standard in the beer industry. The Company’s hard seltzers, beers, and hard ciders are primarily positioned in the market for High End beer occasions. The Company defines “High End” beers as including hard seltzer and flavored malt beverages, craft beers, domestic specialty beers, and most imported beer and hard cider that are called for by a High End beer drinker occasion. High End beers and beer occasions (the “High End category”) are determined by higher price, quality, image and taste, as compared with regular domestic beers.
The High End category has seen high single-digit compounded annual growth over the past ten years. The Company believes that the High End category is positioned to increase market share, as drinkers continue to trade up in taste and quality. Boston Beer is one of the largest suppliers in the High End category in the United States. The Company estimates that the High End full year percentage volume growth in 2020 and 2021 was approximately 25% and 2%, respectively. These trends are significantly above the total beer category percentage volume growth of 10% in 2020 and a decline of approximately 5% in 2021. The Company believes that the High End category is now over 38% of the United States beer market and the Company has approximately an 11% market share of the High End category.
The domestic beer industry, excluding the High End category, has experienced a decline in shipment volume over the last twenty years. The Company believes that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high-quality, more flavorful beers, health and wellness trends and increased competition from wine and spirits companies.
3
Before Prohibition, the United States beer industry consisted of hundreds of small breweries that brewed full-flavored beers. After the end of Prohibition, most domestic brewers shifted production to less flavorful, lighter beers, which use lower-cost ingredients, and can be mass-produced to take advantage of economies of scale in production. This shift towards mass-produced beers coincided with consolidation in the beer industry that by 2008 ultimately resulted in the two largest breweries, Anheuser-Busch InBev (“AB InBev”) and Molson Coors Beverage Company (“Molson Coors”), comprising over 90% of all United States domestic beer production, excluding imports. Duringproduction. At the same time, during the last twenty years the number of breweries in the United States has increased significantly from approximately 1,500 in 2009 to over 8,000 in 2019.2021. Most of these new breweries are craft (small and independent) brewers. The rise of craft breweries along with the growth of imported beers and hard seltzers has resulted in a significant decline in the volume of the two largest breweries who now comprise approximately 70%77% of all United States domestic beer production, excluding imports.
The Company defines “High End” beers as including craft beers, domestic specialty beers, most imported beer,and the alcohol industry, at large, is forecasting significant growth in a newly defined category named “Beyond Beer” that includes hard cider,seltzer, flavored malt beverages, cider, spirits RTDs and hard seltzer that are called for by a High End beer drinker occasion. High End beers and beer occasions (the “High End category”) are determined by higher price, quality, image and taste, as compared with regular domestic beers. This category has seen high single-digit compounded
In 2021, the Company entered the market for spirits RTDs through its Dogfish Head brand and is planning to introduce two more brands into this market during 2022. The domestic beer industry, excludingspirits RTDs market is relatively new and emerging and the High End category, has experienced a decline in shipment volume over the last twenty years. The Company believes that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high quality, more flavorful beers, health and wellness trends and increased competition from wine and spirits companies.
Description of the beer industry (and the Company’s Twisted Tea products are included in generic references to the Company’s “beers” in this report). Business
The Company believes that the FMB category comprises approximately 4% of United States beer consumption and that the volume comprising the FMB category grew approximately 2% in 2019. This category is highly competitive due to, among other factors, the presence of large brewers and spirits companies in the category and a fast pace of product innovation.
The Company’s Dogfish Head Brewery Transaction
The Company’s strategy is to create and offer a world-class variety of traditional and innovative alcohol beverages. The Samuel Adams, Twisted Tea,Company’s primary brands which include the Truly Hard Seltzer, Twisted Tea, Samuel Adams, Angry Orchard and Dogfish Head brands are all available nationally, while Dogfish Head is currently availablenationally. In 2016, the Company began national distribution of the Truly Hard Seltzer brand and it maintained its place as one of the leading brands in over 45 statesthe hard seltzer category in 2021. The Twisted Tea brand family has grown each year since the product was first introduced in 2001 and is expected to be available nationallyhas established a loyal drinker following and during 2021 became the first half of 2020. Local breweries brands focus on local and regional distribution and tap rooms.largest selling flavored malt beverage brand. The Samuel Adams brand began in 1984 and the brand is recognized as one of the largest and most respected craft beer brands with a particular focus on lagers and seasonal beers. The Twisted Tea brand family has grown each year since the product was first introduced in 2001 and has established a loyal drinker following. In 2016, the Company began national distribution of the Truly Hard Seltzer brand and it maintained its place as one of the leading brands in the hard seltzer category in 2019. The Angry Orchard brand family was launched in the second half of 2011 in several markets and achieved national distribution in 2012. Sincesince 2013, Angry Orchard has been the largest selling hard cider in the United States. The Dogfish Head brand began in 1995 and is recognized as one of the most innovative and respected craft beer brandsand spirits brand with a particular focus on India Pale Ales (“IPAs”), sour beers and sour beers. A&S Brewing had threespirits RTDs. In addition to its primary brands in 2019,the Company has two local brewery brands, Angel City,and Coney IslandConcrete Beach®.
The Company sells its beverages in various packages. KegsSleek cans, standard cans and bottles are sold primarily foron-premiseretailers, which include bars, restaurants, stadiums and other venues. Bottles, traditional cans and sleek cans are sold primarily forliquor stores.
In the second half of 2021, the Company entered separate licensing agreements with PepsiCo, Inc. (“Pepsi”), Jim Beam Brands Co. (“Jim Beam”) and Patagonia Provisions, Inc. (“Patagonia”) to develop, market and sell alcohol beverages. While the Company believes these agreements represent important strategic opportunities to increase volume in the longer term, the Company currently forecasts these combined new brands will be less than 4% of net revenue in 2022.
Under the Pepsi agreement, the Company is responsible for developing, manufacturing, and marketing a flavored malt beverage product under Pepsi’s MTN DEW® brand. The Company began shipping beverages to customers under this agreement in early 2022.
4
Under the first of two Jim Beam agreements, the Company is responsible for developing and bringing to market through its distribution network one or more flavored malt beverage products under brand name(s) from the Jim Beam portfolio, beginning with the Sauza brand. Under the second Jim Beam agreement, Jim Beam is responsible for developing and bringing to market through its distribution network one or more full bottled distilled spirits products under brand(s) from the Company’s portfolio, beginning with the Truly brand. The parties expect to begin shipping beverages to customers under these agreements in the first quarter of 2022.
Under the Patagonia agreement, the Company is responsible for developing, manufacturing, and marketing a cobranded Dogfish Head and Patagonia beer which it expects to begin shipping late in the first quarter of 2022.
Truly Hard Seltzer
The Company’s Truly Hard Seltzer brand generally compete within the hard seltzer category that has similar characteristics to the beer industry for reporting and regulatory purposes. This category grew rapidly in the early stages of its development over the last 6 years and is highly competitive and includes large international and domestic competitors as well as many smaller national, regional and local craft breweries and hard seltzer companies. The Company believes that the hard seltzer category comprises approximately 8% of United States beer consumption and that the volume comprising the hard seltzer category grew approximately 158% in 2020 and 13% in 2021. This slowdown in growth between 2020 and 2021 significantly impacted the Company's business during 2021.
The Company offers over 20thirty styles of beerhard seltzer in the Samuel AdamsTruly brand family, and the brand is recognized for helping launch the craft beer industry. Samuel Adams Boston Lager®is the Company’s flagship beer that was first introduced in 1984. The Samuel Adams Seasonal programmost of beers was originally introducedwhich are available nationally in the late 1980’s and early 1990’s. These beers are brewed specifically for limited periods of time and in 2019 included Samuel Adams Cold Snap®, Samuel Adams Summer Ale, Samuel Adams OctoberFest, and Samuel Adams
Twisted Tea
The Company’s Twisted Tea products generally compete within the Samuel Adams Seasonal programflavored malt beverage (“FMB”) category of beersthe beer industry (and the Company’s Twisted Tea products are included in various bottle, cangeneric references to the Company’s “beers” in this report). The Company believes that the FMB category comprises approximately 5% of United States beer consumption and keg packages. After some test launchesthat the volume comprising the FMB category grew approximately 3% in late 2017,2021. This category is highly competitive due to, among other factors, the Company began the national launchpresence of large brewers and spirits companies in the first quartercategory and a fast pace of 2018 of Samuel Adams Sam ’76, a revolutionary beer that is a uniquely flavorful lager. Later in 2018 and on a more limited basis, the Company launched Samuel Adams New England IPA, a hazy unfiltered IPA with citrusy hop flavor. Sam ’76 and Samuel Adams New England IPA are viewed as important innovations and opportunities for sales volume growth within the Samuel Adams brand family.
The Company offers elevenover ten styles of flavored malt beverages in the Twisted Tea brand family, most of which are available nationally in both the United States and Canada. The majority of the promotional and distribution efforts for the Twisted Tea brand family are focused on Twisted Tea Original and Twisted Tea Half and Half in various standard can packages.
Samuel Adams and Dogfish Head Beers
The Company’s Samuel Adams and Dogfish Head beers generally compete within the craft beer and domestic specialty beer category. The Company believes that the category comprises approximately 6% of United States beer consumption and that the volume comprising the category declined approximately 6% in 2021. This category is highly competitive and includes large international and domestic competitors, as well as many smaller national, regional and local craft breweries.
The Company offers seventeenover twenty styles of hard seltzerbeer in the TrulySamuel Adams brand family mostand the brand is recognized for helping launch the craft beer industry. Samuel Adams Boston Lager® is the Company’s flagship beer that was introduced in 1984.
The Samuel Adams Seasonal program of which are available nationallybeers was originally introduced in the United States. late 1980’s and includes various limited availability seasonal beers and variety packs.
The majority of the promotional and distribution efforts for the TrulySamuel Adams brand family are focused on sleek can variety packages which include Truly Berry Mix Pack, Truly Citrus Mix Pack, Truly Tropical Mix PackSamuel Adams Boston Lager, the Samuel Adams Seasonal program, Samuel Adams Wicked Hazy IPA and Truly Lemonade Seltzer Mix Pack.
The Samuel Adams brand also releases a variety of specialty package and draft beers brewed in limited quantities at its Samuel Adams Downtown Boston Tap Room, Samuel Adams Boston Brewery Tap Room and Samuel Adams Cincinnati Brewery Tap Room.
5
The Company offers over 25twenty-five styles of beer in the Dogfish Head brand family. The Company is in the process of increasing distribution from over 45 states to full national distribution in the United States. The Dogfish Head brand began in 1993 and it is recognized as an early leader in bringing culinary innovations to the U.S. craft beer market. The majority of the promotional and distribution efforts for the Dogfish Head brand family are focused on continually-hopped Dogfish Head 60 Minute and 90 Minute IPAs, along with Dogfish Head SeaQuench, an innovative session sour,Hazy-O, a juicy hazy IPA and Dogfish Head Slightly Mighty a low calorie IPA.seasonal variety packs. These four styles are offered in various can, bottle and keg packages. The Dogfish Head brand also releases a variety of specialty package and draft beers brewed in limited quantities at its Dogfish Head Brewings and Eats and Milton tasting room locations. The Company does not own distribution rights to the Dogfish Head beer and distilled spirits brands outside of the United States and Canada.
Angry Orchard Hard Cider
The Company’s Angry Orchard ciders compete within the hard cider category that has similar characteristics to the beer industry. The Company believes that the hard cider category comprises less than 1% of United States beer consumption and that the volume comprising the category declined 8% in 2021. This category is small and highly competitive and includes large international and domestic competitors, as well as many small regional and local hard cider companies.
The Company offers over ten styles of hard cider in the Angry Orchard brand family, most of which are available nationally in the United States in various bottle, can and keg packages. The majority of the promotional and distribution efforts for the Angry Orchard brand family are focused on Angry Orchard Crisp Apple, Angry Orchard Crisp Unfiltered, Angry Orchard Strawberry Fruit Cider and Angry Orchard Peach Mango Fruit Cider. The Angry Orchard brand also releases a variety of specialty package and draft ciders fermented in limited quantities at its Company-owned Orchard and Cidery in Walden, New York.
Dogfish Head Spirits and Spirit RTDs
The Dogfish Head brand began distilling spirits in 2002 and is considered one of the original craft distilleries. The Company offers over 15 styles of distilled spirits under the Dogfish Head brand in small quantities and tothat are sold in limited markets. In 2021, the Company entered the market for spirits RTDs through its Dogfish Head brand. The Company does not ownbelieves that the rights outsidespirits RTD category comprises less than 5% of the United States Beyond Beer market and Canada forthat the dollar value comprising the category increased 118% in 2021. This category is small and highly competitive and includes large international and domestic competitors, as well as many small regional and local craft distilling companies.
The Company currently offers five styles of spirits RTDs under the Dogfish Head beerbrand that are available nationally in sleek can and distilled spirits brands.
The Company continually evaluates the performance of its various beer, hard seltzer and hard cider productsbeverages and the rationalization of its product linelines as a whole. Periodically, the Company discontinues certain styles and packages. Certain styles or brands put on hiatus or discontinued in previous years may be produced for the Company’s variety packs or reintroduced.
Product and Packaging Innovations
The Company has a proven track record of innovation and building new brands and is committed to maintaining its position as a leading innovator. To that end, the Company continually tests new beers, hard seltzers and hard
The Company’s most significant innovations in 2021 were the national launches of the Truly Fruit Punch Mix Pack and Truly Iced Tea Seltzer Mix Pack. Both new Truly Mix Packs were among the top introductions in the Hard Seltzer Category during 2021 and include innovative hard seltzers with robust flavors, 100 calories and 1 gram of sugar. The Company also introduced five styles of spirits RTDs under the Dogfish Head brand, two Angry Orchard fruit ciders and two non-alcoholic beers under the Samuel Adams and Dogfish Head brands. In the last two years,late 2021 the Company introduced new styles, flavorsthe Truly Margarita Style Mix Pack and packages which include Angry Orchard Rosé, Truly Berry Variety Pack, Truly Tropical Variety Pack, Sam’76, Samuel Adams New England IPA, Angry Orchard Crisp UnfilteredBevy Long Drink in limited markets and Dogfish Head Slightly Mighty, as well ashas since launched these innovations nationally in early 2022. Bevy Long Drink is a Finish cocktail-inspired malt beverage made with citrus flavors.
6
The Company has plans for several new brands which include Wild Leaf Hard Tea, a craft hard tea, and Tura Alcoholic Kombucha, an alcoholic kombucha tea. Many of these new product innovations are within the top product introductions in their respective categories.2022, of which the most significant include Hard Mountain Dew and Sauza Agave Cocktails. The Company is currently in the early stages of the national launch of the Truly Lemonade Hard Seltzer Variety Pack, an innovative hard seltzer with a robust flavor, 100 calories and 1 gram of sugar.
In 2013,May 2021, the Company completedannounced that it is establishing atwo-yeareffortand innovation hub in the federally regulated market of Canada focused on non-alcoholic cannabis beverages. This new subsidiary will enable the company to develop a beer canand pilot unique cannabis beverages while cannabis regulations continue to improveevolve in the experienceUnited States and worldwide. The Company expects to begin selling limited quantities of cannabis beverage products in Canada during the beer drinker who choosesthird quarter of 2022. The Company currently does not have plans to drink from a can. The featuresproduce or sell any cannabis products outside of this custom Sam can include a wider lid with an opening slightly further from the edge of the lid, an extended lip and an hourglass ridge, all of which features are believed by the Company to enhance the craft beer drinker’s experience relative to a traditional beverage can. Currently, Samuel Adams Boston Lager, Samuel Adams Seasonal beers, Samuel Adams Sam ’76, Samuel Adams New England IPA, Samuel Adams Rebel IPA beers and some of the A&S Brewing beers are available in this uniquely-designed can.
Sales, Distribution and Marketing
As dictated by the legal and regulatory environment, most all of the Company’s sales are made to a network of over 400 wholesalers in the United States and to a network of foreign wholesalers, importers or other agencies (collectively referred to as “Distributors”). These Distributors, in turn, sell the products to retailers, such as grocery stores, club stores, convenience stores, liquor stores, bars, restaurants, stadiums and other traditional and e-commerce retail outlets, where the products are sold to drinkers, and in some limited circumstances to parties who act as
With few exceptions, the Company’s products are not the primary brands in its Distributors’ portfolios. Thus, the Company, in addition to competing with other beers, hard seltzers and hard cidersbeverages for a share of the drinker’s business, competes with other brewers for a share of the Distributor’s attention, time and selling efforts. During 2019,2021, the Company’s largest individual Distributor accounted for approximately 2% of the Company’s gross sales. The top three individual Distributors collectively accounted for approximately 6%5% of the Company’s gross sales. In some states and countries, the Company’s contracts with its Distributors may be affected by laws that restrict the enforcement of some contract terms, especially those related to the Company’s right to terminate the relationship.
Historically, most of the Company’s products arewere shipped within days of packaging, resulting in limited product order backlog.finished goods at the Company’s breweries and third-party breweries. The Company has historically received most of its orders from domestic Distributors in the first week of a month for products to be shipped the following month and the Distributormonth. Distributors would then carry three to five weeks of packaged inventory (usually at ambient temperatures) and three to four weeks of draft inventory.
Beginning in several markets. The goal2019, primarily as a result of the Freshest Beer Program is to work in cooperation with the Distributors to provide betteron-timeservice, forecasting and production planning, substantially reducing Distributor inventory levels. At the close of its 2019 fiscal year, the Company had Distributors representing approximately 73% of the Company’s domestic volume participating in the Program. The Company has successfully reduced the inventories of participating Distributors in the aggregate by approximately two weeks, resulting in fresher beer
The Company believes distributor inventory as of December 28, 201925, 2021 averaged approximately 45 weeks on hand and was at an appropriate overall level based on supply chain capacity constraintsbut included too much inventory for some packages and inventory requirements to support the forecasted growth.not enough for others. The Company expects wholesalerdistributors will keep inventory levels below 2021 levels in terms of weeks on hand, as the need for peak season inventory prebuilds is greatly reduced due to remain between 3the Company's increased production capacity. As a result, the Company expects shipments will continue to decline in the first quarter of 2022 and 5 weeks for most of 2020.
Boston Beer has a sales force of approximately 430520 people, which the Company believes is one of the largest in the domestic beer industry. The Company’s sales organization is designed to develop and strengthen relations at the Distributor, retailer and drinker levels by providing educational and promotional programs. The Company’s sales force has a high level of product knowledge and is trained in the details of the brewing and selling processes. Sales representatives typically carry samples of the Company’s beers, hard seltzers and hard ciders,beverages, certain ingredients, such as hops and barley, and other promotional materials to educate wholesale and retail buyers about the quality and taste of the Company’s products. The Company has developed strong relationships with its Distributors and retailers, many of which have benefited from the Company’s premium pricing strategy and growth.
7
The Company also engages in media campaigns — including television, radio, digital and social media, radio, billboards and print. These media efforts are complemented by participation in sponsorships, which currently include, the National Hockey League, the Boston Red Sox the Kentucky Derby,and other professional sports teams, the Boston Marathon, local beerconcert and festivals, industry-related trade shows and promotional events at local establishments, to the extent permitted under local laws and regulations. The Company uses a wide array of
COVID-19
Many public reports indicate that the COVID-19 pandemic may be slowly winding down. Still, the Company’s primary focus continues to be on operating its breweries and business safely and working hard to meet customer demand. The Company’s core philanthropic initiative is Samuel Adams BrewingCompany began seeing the American Dream®. In partnership with ACCION, oneimpact of the nation’s largestnon-profitmicro-lenders,COVID-19 pandemic on its business in early March 2020. The direct financial impact of the program supports small business ownerspandemic primarily included significantly reduced keg demand from the On-Premise channel and higher labor and safety-related costs at the Company’s breweries, and at times reduced ability to staff its production and distribution facilities. In addition to these direct financial impacts, COVID-19 related safety measures resulted in a reduction of brewery productivity, with more volume shifted to third-party breweries, increasing production costs and negatively impacting gross margins. In the 52-week period ended December 26, 2020, the Company recorded COVID-19 related pre-tax reductions in net revenue and increases in other costs that total $16.0 million, of which $1.8 million was recorded in the food, beverage,fourth quarter. The total amount consists of a $3.3 million reduction in net revenue for estimated keg returns from distributors and brewing industries through access to business capital, coaching,retailers and new market opportunities. The goal is to help strengthen small businesses, create local jobs$12.7 million of other COVID-19 related direct costs. In 2021 and build vibrant communities. Since the inception of the Samuel Adams Brewing the American Dream program in 2008,going forward, the Company has chosen not to report COVID-19 related direct costs separately, as they are viewed to be a normal part of operations in today's environment.
Packaging and ACCION have worked together to loan more than $36 million to more than 2,300 small business owners who have subsequently repaid these loans at a rate of more than 96%. The loan repayments received are reinvested intoIngredients
Historically, the program. Boston Beer employees, together with local business partners and community organizations, have provided coaching and mentoring to more than 11,000 business owners across the country. These efforts have helped to create or maintain more than 8,750 local jobs.
Cans.
Flavorings. The Company’s beverages include many unique and proprietary flavors and combinations of flavors and some of these flavorings are single sourced. Truly Hard Seltzer and Twisted Tea brand beverages are particularly reliant on the use of flavorings and variety of flavors as part of their appeal to drinkers. The Company is working closely with various flavoring suppliers to ensure it has an adequate supply and currently believes that it will have sufficient supply of flavorings in 2022.
Cardboard. The Company’s beverages are packaged primarily in cardboard wraps, carriers and cardboard shipping cases. During 2020 the Company had a disruption to its supply of cardboard wraps which impacted its production schedules. The Company is working closely with its various cardboard suppliers to ensure the Company has an adequate supply and there are no further disruptions. The Company currently believes that it will have a sufficient supply of cardboard in 2022.
Glass. Many of the Company’s beverages are sold primarily in glass bottles. Due to the COVID-19 pandemic, the demand for glass bottles in the beverage industry has significantly increased and there has been a shortage of capacity, as glass manufacturers attempt to adjust their supply chains to keep up with the increased demand. The most recent disruption was during the fourth quarter of 2020, which impacted production schedules. The Company currently believes that it will have a sufficient supply of glass in 2022.
8
Malt. The two-row
Hops. The Company uses Noble hop varieties from Europe for many of its Samuel Adams beers and also uses hops grown in the other areas of Europe, and in the United States, England and New Zealand. Noble hops are grown in several specific areas in Germany and the Czech Republic and are recognized for growing hops with superior taste and aroma properties. These noble hops include Hallertau-Hallertauer, Tettnang-Tettnanger and Spalt-Spalter from Germany and Saaz from the Czech Republic. The United States hops, grown primarily in the Pacific Northwest, namely Cascade, Palisade®, Simcoe®, Centennial, Chinook, Citra®, Amarillo®, Warrior and Mosaic®are used in certain Company ales and lagers, as are the Southern Hemisphere hop varieties, Galaxy and Nelson Sauvin. Traditional English hops, namely, East Kent Goldings and Fuggles, are also used in certain Company ales. Other hop sources and varieties including new experimental varieties, such as Lotus™and Bru1™, are also tested from time to time and used in certain beers. The Company uses hops in various formats including
The Company enters into purchase commitments with nine primary hop dealers based on the Company’s projected future volumes and brewing needs. The dealers either have the hops that are committed or will contract with farmers to meet the Company’s needs. The contracts with the hop dealers are denominated in Euros for the German and Czech Republic hops, in Pounds Sterling for some English hops, US Dollars for United States hops and New Zealand Dollars for the New Zealand hops. The Company does not currently hedge its forward currency commitments.
Variations to planusage plans could result in hops shortages for specific beers or an excess of certain hops varieties.
Yeast. The Company uses multiple yeast strains for production of its beers, hard seltzers and hard ciders.beverages. While some strains are commercially available, other strains are proprietary. Since the proprietary strains cannot be replaced if destroyed, the Company protects these strains by storing multiple cultures of the same strain at different production locations and in several independent laboratories.
Apples.
Quality Assurance
The Company has entered into contracts to cover its expected needs for 2020 and expects to realize full delivery against these contracts.
With the exception of the Dogfish Head brand and certain specialty products, the Company includes a clearly legible “freshness” codedate on every bottle, can and keg of its beers, hard seltzer and hard ciders,beverages, in order to ensure that its drinkers enjoy only the freshest products. Boston Beer was the first American brewer to use this practice. The Dogfish Head brand will adopt this practice for most of its beers during 2020.
Production Strategy
The Company continues to pursue a production strategy that includes production at breweries owned by the Company and breweries and packaging facilities owned by others. During 2019,2020 and 2021, the Company brewed, fermented and packaged approximately 74%65% and 56% of its volume at breweries owned by the Company.Company, respectively. The Company made capital investments in 20192021 of approximately $94$147.9 million, most of
The Pennsylvania Brewery, the Cincinnati Brewery and the Milton Brewery produceproduced most of the Company’s shipment volume.volume from breweries owned by the Company during 2021. The Pennsylvania Brewery is the Company’s largest brewery and the Cincinnati Brewery is the primary brewery for the production of most of the Company’s specialty, lower volume packaged bottle products. The Milton Brewery currently produces only Dogfish Head brand beers and distilled spirits.
9
Production and retail activities at the eightCompany's local breweries and tap rooms, which include the Samuel Adams Downtown Boston Tap Room, Samuel Adams Boston Brewery Tap Room, Samuel Adams Cincinnati Brewery Tap Room, Dogfish Head Brewing and Eats, Dogfish Head Milton Brewery Tasting Room and the three A&S Brewing breweries isare mainly for brewing and packaging beers for retail sales on site at tap rooms and gift shops, restaurant activities, developing innovative and traditional beers and in some cases supporting draft and package accounts in the respective local market areas.
The Cidery’s production is mainly for developing new types of innovative hard ciders and fermenting and packaging ciders for retail sales on site at the cidery and gift shopCidery and supporting draft and package accounts in the local market area.
In 2021, as a result of lower than anticipated demand for certain Truly brand styles and packages, the Company adjusted its volume plans for production at certain third-party facilities. The Company terminated relationships with some of its third-party production suppliers and recorded $19.6 million of costs related to terminating these contracts. In addition, the Company wrote off $9.5 million of amounts prepaid pursuant to a third-party production agreement that the Company has no future plans to utilize.
The Company currently has a brewing and packaging services agreement with subsidiaries of City Brewing Company, LLC (“City Brewing”). During 2020 and 2021, City Brewing supplied approximately 33% and 32% of the Company’s annual shipment volume, respectively. In accordance with the brewing and packaging services agreement, the Company has paid to City Brewing $113.4 million for capital improvements at City Brewing facilities and other pre-payments. The agreement includes a minimum capacity availability commitment by City Brewing and the Company is obligated to meet annual minimum volume commitments and is subject to contractual shortfall fees if these annual minimum volume commitments are not met. The Company has the contractual right to extend its agreement with City Brewing beyond the December 31, 2024 termination date on an annual basis through December 31, 2035.
In 2021, the Company entered into a production agreement with Rauch North America (“Rauch”). The agreement includes a minimum capacity availability commitment by Rauch and the Company is obligated to meet annual minimum volume commitments and is subject to contractual shortfall fees if these annual minimum volume commitments are not met. There was no production in 2021 and it will commence in 2022. The initial term of the contract expires December 31, 2031 with provisions to extend.
At current production volume projections, the Company believes that it will fall short of its future annual volume commitments at certain third-party production facilities, including the agreements described above, and will incur shortfall fees. The Company will expense the shortfall fees during the contractual period when such fees are incurred as a component of cost of goods sold. As of December 25, 2021, if volume for the remaining term of the production arrangements were zero, the contractual shortfall fees would total approximately $210 million over the duration of the contracts which have expiration dates through December 31, 2031. In lieu of contractual shortfall fees, the Company terminated certain of its third-party production contracts for $7.1 million, with those costs recognized in contract terminations costs and other for the year ended December 25, 2021. At current production volume projections, the Company anticipates that it will recognize approximately $38 million of additional shortfall fees and expects to record those expenses as follows over the five subsequent years:
|
| Expected Shortfall Fees to be Incurred |
| |
|
| (in millions) |
| |
2022 |
| $ | 6 |
|
2023 |
|
| 15 |
|
2024 |
|
| 11 |
|
2025 |
|
| 6 |
|
2026 |
|
| - |
|
Thereafter |
|
| - |
|
Total shortfall fees expected to be incurred |
| $ | 38 |
|
The Company currently expects that the percentage of total production at breweries and packaging facilities owned by others will be approximately 30% in 2022. The Company carefully selects breweries and packaging facilities owned by others with:with one or more of: (i) sleek can packaging and automated variety packaging capability and capacity; (ii) first-rate quality control capabilities throughout the process; and (iii) the capability of utilizing traditional brewing, fermenting and finishing methods; (ii) first-rate quality control capabilities throughout the process: and (iii) sleek can packaging and automated variety packaging capability and capacity.methods. Under its brewing and packaging arrangements with third parties, the Company is charged a service fee based on units produced at each of the facilities and bears the costs of raw materials, risk, excise taxes and deposits for pallets and kegs and specialized equipment required to produce and package the Company’s beverages. The Company currently has a brewing services agreement with subsidiaries of City Brewing Company, LLC (“City Brewing”). During 2018 and 2019, the Company amended the brewing services agreement to include a minimum capacity availability commitment by City Brewing. The amendment grants the Company the right to extend the agreement beyond the December 31, 2021 termination date on an annual basis through December 31, 2029. The amendments require the Company to pay up to $26.5 million dollars for capital improvements at City Brewing facilities of which $20.5 million has been paid as of December 28, 2019 and the remaining amount of $6.0 million is expected to be paid in May 2020. During 2019, City Brewing supplied approximately 23% of the Company’s annual shipment volume.
The Company’s Internationalinternational business is supplied by breweries owned by the Company, under third-party brewing and packaging agreements, that may include packaging bulk shipments of beer and hard cider, and production under license at international locations.
10
While the Company believes that it has alternatives available to it, in the event that production at any of its current locations is interrupted, severe interruptions at the Pennsylvania Brewery or City Brewing facilities would be most problematic, especially in seasonal peak periods. In addition, the Company may not be able to maintain its current economics, if interruptions were to occur, and could face significant delays in starting up replacement production locations. Potential interruptions at breweries include labor issues, governmental actions, quality issues, contractual disputes, machinery failures, operational shutdowns, or natural or other unavoidable catastrophes. Also, as the brewing industry has consolidated and the Company has grown, the capacity and willingness of breweries owned by others where the Company could produce some of its beers, hard seltzers and hard ciders,beverages, if necessary, has become a more significant concern. The Company would work with available contract brewers to attempt to minimize any potential disruptions.
Competition
The High End categoryand Beyond Beer categories within the United States isare highly competitive due to large domestic and international brewers and the increasing number of craft brewers and craft distilleries in this category who distribute similar products that have similar pricing and target drinkers.
The two largest brewers in the United States, AB InBev and Molson Coors, participate actively in the High End and Beyond Beer categories, through numerous launches of new hard seltzers and spirit RTDs from existing beer brands or new brands, importing and distributing import brands, and with their own domestic specialty beers, either by developing new brands or by acquiring, in whole or part, existing brands. In addition, AB InBev’s High End Division and Molson Coors’ Tenth and Blake were formed as business units headquartered in the United States that are focused exclusively on competing in the High End and Beyond Beer categories. Imported beers, such as Corona®, Heineken®, Modelo Especial® and Stella Artois®, continue to compete aggressively in the United States and have gained market share over the last ten years. Heineken and Constellation Brands (owner of the United States Distribution rights to Corona and Modelo Especial) may have substantially greater financial resources, marketing strength and distribution networks than the Company.
More recently in 2021 and entering 2022, large non-alcoholic beverage companies including Pepsi, Coca-Cola Company (“Coke") and Monster Beverage Corporation (“Monster”) have begun to enter these markets through licensing agreements with alcoholic beverage companies to develop alcohol versions of existing traditional non-alcohol brands or, in the case of Monster, the acquisition of the CANarchy Craft Brewery Collective in early 2022. Coke has entered into agreements with Molson Coors to develop, market and sell Topo Chico brand Hard Seltzer. Coke also announced agreements with Constellation to develop, market and sell FRESCA™ Mixed, a line of spirits RTDs. As previously discussed, the Company has entered into an agreement with Pepsi to develop, market and sell alcohol beverages which include Hard Mountain Dew, to take advantage of this trend.
The Company’s Truly Hard Seltzer beverages compete primarily within the hard seltzer category of the beer industry. This category has been growing quickly since 2016, is highly competitive and includes large international and domestic competitors. Hard seltzers are typically priced competitively with High End beers and may compete for drinkers with beer, wine, spirits, or FMBs. Some of these competitors include Mark Anthony Brands under the brand name “White Claw”, “Mikes Hard Lemonade Seltzer”; ABInBev under “Bud Light Seltzer”, “Michelob Ultra Organic Seltzer”, “Natural Light Seltzer” and “Bon & Viv’s”; Diageo under “Smirnoff Spiked Sparkling Seltzer”; and Molson Coors under “Vizzy Hard Sparkling Water” and "Topo Chico". The Company expects additional entrants in the hard seltzer category during 2022 from both large and smaller international and domestic competitors, as the category continues to develop distribution and drinker awareness. Most significantly, Mark Anthony Brands announced that during 2022 it will launch nationally two new hard seltzer brand line extensions, “White Claw REFRSHR” and “White Claw Surge.”
The Company’s Twisted Tea beverages compete primarily within the FMB category of the beer industry. FMBs, such as Twisted Tea, Mike’s Hard Lemonade®, Smirnoff Ice®, Bud Light Lime® Ritas, Redd’s® Apple Ale, Seagrams Escapes® and Arnold Palmer Spiked, are flavored malt beverages that are typically priced competitively with High End beers. As noted earlier, this category is highly competitive due to, among other factors, the presence of large brewers and spirits companies in the category, the advertising of malt-based spirits brands in channels not available to the parent brands and a fast pace of product innovation.
The Company’s Samuel Adams and Dogfish Head beverages compete primarily within the craft beer and domestic specialty beer category of the beer industry. The Company expects competition and innovation among domestic craft brewers to remain strong, as the number of craft brewers continues to grow. The Company estimates there are over 8,000 breweries in operation, up from approximately 1,500 operating breweries in 2009. Most of these new breweries are craft (small and independent) brewers. Also, some existing craft breweries are building more capacity, adding additional local tap rooms, expanding geographically and adding more SKUs and styles.
11
There have been numerous announcements of acquisitions of or investments in craft brewers by larger breweries and private equity and other investors. Most recently a unit of global brewer Kirin Holdings Co. announced the acquisition of New Belgium Brewing, the fourth largest craft brewer, for a reported amount of $350 to $400 million. Earlier in 2019, global brewer Mahou San Miguel increased its ownership of Founders Brewing Co. from 30% to 90% for a reported valuation of approximately $300 million. The most significant acquisitions in the last few years include Heineken’s acquisition of Lagunitas Brewing Company for approximately $1 billion, Constellation Brands’ acquisition of Ballast Point Brewing & Spirits for approximately $1 billion, AB InBev’s purchase of multiple craft breweries, including Craft Brew Alliance, Elysian Brewing Company, Golden Road Brewing, Four Peaks Brewing Company, Breckenridge Brewing, Devils Backbone, Karbach, Wicked Weed, and Platform Beer, and Craft Brew Alliance, and Molson Coors’ purchase of multiple craft breweries, including Hop Valley Brewing Saint Archer Brewery and Revolver Brewing.
The Company’s Angry Orchard product line competes within the hard cider category. As noted earlier, this category is small and highly competitive and includes large international and domestic competitors, as well as many small regional and local hard cider companies. Hard ciders are typically priced competitively with High End Beers and may compete for drinkers with beer, wine, spirits, or FMBs. Some of these competitors include C&C Group PLC under the brand names "Magners" and "Hornsby’s"; Heineken under the brand names "Strongbow"; and AB InBev also acquired Spiked Seltzer, a previously independent hard seltzer company.
The Company’s Dogfish Head RTDs compete in the spirits RTDs category. As noted earlier, this category is small and highly competitive and includes large international and domestic competitors, as well as many small regional and local distilling companies. Spirits RTDs are typically priced above High End Beers and may compete for drinkers with beer, wine, spirits, or FMBs. Some of these competitors include E&J Gallo Winery under the brand name "High Noon"; ABInBev under the brand name "Cutwater" and Geloso Beverages under the brand name "Clubtails".
The Company’s products also compete with other alcoholic beverages for drinker attention and consumption and the pace of innovation in the categories in which the Company competes is increasing. In recent years, wine and spirits have been competing more directly with beers. The Company monitors such activity and attempts to develop strategies which benefit from the drinker’s interest in trading up, in order to position its beers, hard seltzers and hard cidersbeverages competitively with wine and spirits.
The Company competes with other beer and alcoholic beverage companies within a three-tier distribution system. The Company competes for a share of the Distributor’s attention, time and selling efforts. InAt retail, establishments, the Company competes for traditional retail shelf, cold box and tap space.space, as well as e-commerce placement. From a drinker perspective, competition exists for brand acceptance and loyalty. The principal factors of competition in the market for High End beer and Beyond Beer occasions include product quality and taste, brand advertising and imagery, trade and drinker promotions, pricing, packaging and the development of innovative new products.
The Company distributes its products through independent Distributors who also distribute competitors’ products. Certain brewers have contracts with their Distributors that impose requirements on the Distributors that are intended to maximize the Distributors’ attention, time and selling efforts on that brewer’s products. These contracts generally result in increased competition among brewers as the contracts may affect the manner in which a Distributor allocates selling effort and investment to the brands included in its portfolio. The Company closely monitors these and other trends in its Distributor network and works to develop programs and tactics intended to best position its products in the market.
The Company has certain competitive advantages over the localother brewers and regional craft brewers,competitors, including a long history of awards for product quality, greater available resources and the ability to distribute and promote its products on a more cost-effective basis. Additionally, the Company believes it has competitive advantages over imported beers, including lower transportation costs, higher product quality, a lack of import charges and superior product freshness.
Regulation and Taxation
The alcoholic beverage industry is regulated by federal, state and local governments. These regulations govern the production, sale and distribution of alcoholic beverages, including permitting, licensing, marketing and advertising. To operate its production facilities, the Company must obtain and maintain numerous permits, licenses and approvals from various governmental agencies, including but not limited to, the Alcohol and Tobacco Tax and Trade Bureau (the “TTB”), the Food and Drug Administration, state alcohol regulatory agencies and state and federal environmental agencies.
Governmental entities may levy various taxes, license fees and other similar charges and may require bonds to ensure compliance with applicable laws and regulations. Beginning in 2018, as a result of the “Tax Cuts and Jobs Act”, the Company’s federal excise tax rate on beer and hard seltzer isand beer decreased from $18 to $16 per barrel on all barrels below 6 million barrels produced annually. The top tier rate on hard cider (with alcohol by volume of 8.5% or less) is $0.226 per gallon, on hard cider (withand on artificially carbonated wine (hard cider
12
with high CO2 levels) is $3.30 per gallon. Prior to 2018, the federal excise tax on beer and hard seltzer was $18 per barrel, on hard cider (with alcohol by volume of 8.5% or less) was $0.226 per gallon, on hard cider (withnon-qualifyingfermentable fruits) was $1.07 per gallon, and on artificially carbonated
Trademarks
The Company has obtained trademark registrations with the United States Patent and Trademark Office for over 450400 trademarks, including Samuel Adams®Adams®, Samuel Adams Boston Lager®, Samuel Adams Brewing the American Dream®Tea®Seltzer®Orchard®Head®Island®, Concrete Beach®, Wild Leaf®, and Tura®... It also has a number of common law trademarks. Several Company trademarks are also registered or have registrations pending in various foreign countries. The Company regards its trademarks as having substantial value and as being an important factor in the marketing of its products. The Company is not aware of any trademark infringements that could materially affect its current business or any prior claim to the trademarks that would prevent the Company from using such trademarks in its business. The Company’s policy is to pursue registration of its marks whenever appropriate and to oppose infringements of its marks through available enforcement options.
Environmental, Health and Safety Regulations and Operating Considerations
The Company’s operations are subject to a variety of extensive and changing federal, state and local environmental and occupational health and safety laws, regulations and ordinances that govern activities or operations that may have adverse effects on human health or the environment. Environmental laws, regulations or ordinances may impose liability for the cost of remediation of, and for certain damages resulting from, sites of past releases of hazardous materials. The Company believes that it currently conducts, and in the past has conducted, its activities and operations in substantial compliance with applicable environmental laws, and believes that any costs arising from existing environmental laws will not have a material adverse effect on the Company’s financial condition or results of operations.
As part of its efforts to be environmentally friendly,responsible, the Company has adopted a number of practices designed to improve recycling, and reduce waste reduction, and utilities consumption at its breweries. The Company also continues to reuse its glass bottles returned from certain states that have bottle deposit bills. The Company believes that it benefits economically from washing and reusing these bottles, which result in a lower cost than purchasing new glass, and that it benefits the environment by the reduction in landfill usage, the reduction of usage of raw materials and the lower utility costs for reusing bottles versus producing new bottles. The economics of using recycled glass varies based on the cost of collection, sorting and handling, and may be affected by local regulation, retailer, Distributor, and glass dealer behavior. There is no guarantee that the current economics of using returned glass will continue, or that the Company will continue its current used glass practices.
The Company has adopted various policies and procedures intended to ensure that its facilities meet occupational health and safety requirements. The Company believes that it currently is in compliance with applicable requirements and will continue to endeavor to remain in compliance. There can be no assurances, however, that new and more restrictive requirements might not be adopted, compliance with which might have a material, adverse financial effect on the Company and its operating results, or that such policies and procedures will be consistently followed and be sufficient to prevent serious accidents.
Human Capital Resources
As of December 28, 2019,25, 2021, the Company employed 2,128 people,had 2,543 employees, of which 81132 were coveredrepresented by collective bargaining agreements atunions or similar organizations. The Company’s Executive Leadership Team (“ELT”) is comprised of our CEO and 6 of his direct reports who collectively have management responsibility for our primary business areas, including but not limited to brewing, supply chain operations, sales, marketing, finance, and people and culture. The Company’s Board of Directors and the Cincinnati Brewery. ELT believe that succession planning, talent management, culture, and diversity, equity, and inclusion are critical to the Company’s continued success.
Succession Planning and Talent Management
The collective bargaining agreements involve three labor
13
Culture
The ELT discusses culture with its employees and the Board of Directors on a good working relationshipregular basis. The Company is continuously focused on developing an inclusive and respectful work environment, where all employees at every level should feel empowered to honestly “discuss the undiscussables” with other employees at any level, all three labor unionsthe way up to the Chairman and the CEO, without fear of retribution or retaliation. The Chairman teaches this philosophy during orientation to all new employees, and each company-wide meeting has no reasontime set aside to believediscuss the undiscussables. Additionally, each year the Board meets with a set of key senior managers, without the ELT present, so that the good working relationship will not continue. Board may seek direct feedback on the Company, its practices, culture, and employee benefits and programs.
The Company has experienced no work stoppagesalso fosters a culture of ongoing training and education. Some examples of trainings provided to employees include New Employee Orientation, Respectful and Effective Communications, Leading the Boston Beer Company Way, Selling Skills, Negotiations, and Building Brands. Employees also receive beer and cider education training during New Employee Orientation. Then, after having been with the Company for one year, employees are encouraged to participate in further beer and cider education courses where they can train to be certified as industry experts in those areas. The Company believes that it has the most beer industry experts, called “Certified Cicerones,” in the beer industry.
In October 2020, the Company rolled out a formal mentoring and leadership program to connect dozens of senior and junior employees across a range of backgrounds with the purpose of diversifying perspectives, building networks, developing capabilities, growing competencies, and cultivating leadership.
The Company also regularly conducts internal engagement surveys of its employee relationsbase to help ensure that it is maintaining its culture. In 2021, over 80% of employees participated in the survey, which resulted in high scores in response to the questions related to pride in working for the Company, believing in the Company’s values, the Company’s concern for employee safety, personal well-being, and diversity, confidence in the future of the Company, and pride in the Company’s handling of the COVID-19 pandemic.
Diversity, Equity, and Inclusion
As an equal opportunity employer, the Company is committed to creating a diverse and fair-minded organization that recognizes and values differences - inclusive of race, color, sexual orientation, gender identity, religion, national origin, age, and mental/physical disability. The Company makes these efforts to reinforce a workplace that supports and uplifts coworkers to feel accepted, equal, and involved, and to increase diverse representation across our organization, which is critical to continued success. Over the past three years, the Company has taken numerous steps in furtherance of this goal:
14
As of December 25, 2021, 2 of the 9 members of the Board of Directors were female and 1 of 9 self-identified as part of an underrepresented minority group; 3 of 11 Executive Officers were female and 1 of 11 self-identified as part of an underrepresented minority group. Across the Company’s broader professional population, approximately 34.6% are good.
Corporate Social Responsibility
The Company created a stand-alone Social Impact Team in 2020 to approach CSR initiatives with a strategic view across Company organizations, brands, and operating locations.
A core philanthropic initiative is Samuel Adams Brewing the American Dream®. In partnership with Accion Opportunity Fund, the nation’s largest non-profit micro-lender, as well as other local non-profit partners, the program supports small business owners in the food, beverage, and brewing industries through access to business capital, coaching, and new market opportunities. The goal is to help strengthen small businesses, create local jobs and build vibrant communities. Since the inception of the Samuel Adams Brewing the American Dream program in 2008, the Company and partners like Accion Opportunity Fund have worked together to loan more than $74 million to nearly 3,500 small business owners who have subsequently repaid these loans at a rate of more than 95%. The loan repayments received are reinvested into the program. Boston Beer employees, together with local business partners and community organizations, have provided coaching and mentoring to more than 13,000 business owners across the country. These efforts have helped to create or maintain more than 9,000 local jobs.
Dogfish Head’s Beer & Benevolence program creatively collaborates with nonprofit organizations to foster community, nourish artistic advancement and cultivate environmental stewardship. The efforts, focused in the mid-Atlantic region that the Dogfish Head brand calls home, invests about $500,000 annually into the local community in the form of direct grants, product donations, fundraising and events. In 2021 Beer & Benevolence partnered with nearly 100 organizations to make impact across the coastal Delaware region.
Boston Beer Volunteers! is an initiative piloted through COVID the past two years. The program leverages a digital platform to present coworkers with opportunities to volunteer in their local communities, participate in virtual volunteering and sign up for BBC Benevolence Days. Benevolence Days are on-the-clock single day community service projects organized by the Boston Beer Social Impact Team. During a Benevolence Day coworkers have the opportunity to roll up their sleeves and
15
make an impact. In addition, Benevolence Days allow cross-team connections as coworkers get the opportunity to work alongside people they do not necessarily work with on a daily basis.
Across these three programs and countless other initiatives, the BBC Social Impact Team is focused on empowering coworkers, brands and partners to impact the Company's communities through inclusive engagement to deepen connections and make a difference.
Other
The Company submitted the Section 12(a) CEO Certification to the New York Stock Exchange in accordance with the requirements of Section 303A of the NYSE Listed Company Manual. This Annual Report on Form
Item 1A. Risk Factors
In addition to the other information in this Annual Report on FormClass��Class A Common Stock. These are risks and uncertainties that management believes are most likely to be material and therefore are most important for an investor to consider. The Company’s business operations and results may also be adversely affected by additional risks and uncertainties not presently known to it, or which it currently deems immaterial, or which are similar to those faced by other companies in its industry or business in general. If any of the following risks or uncertainties actually occurs, the Company’s business, financial condition, results of operations or cash flows would likely suffer. In that event, the market price of the Company’s Class A Common Stock could decline.
Risks Related to the COVID-19 Pandemic
The global COVID-19 pandemic has disrupted the Company’s business and the Company’s financial condition and operating results have been and are expected to continue to be affected by the pandemic and its effects.
The Company’s operations and business have been negatively affected and could continue to be materially and adversely affected by the COVID-19 pandemic and related weak, or weakening of, economic or other conditions, particularly in the United States where the Company derives most of its revenue and profit, but also in Europe, where some of the Company’s ingredient suppliers are located. National, state and local governments have responded to the COVID-19 pandemic in a variety of ways, including, without limitation, by declaring states of emergency, restricting people from gathering in groups or interacting within a certain physical distance (i.e., social distancing), and in certain cases, ordering businesses to close or limit operations or people to stay at home. Although the Company has been permitted to continue to operate its breweries in all of the jurisdictions in which it operates, there is no assurance that the Company will be permitted to operate these facilities under every future government order or other restriction and in every location or that the third-party breweries on which the Company relies for production will similarly be permitted to continue to operate or that mass infections could materially effect staffing levels. In particular, any limitations on, or closures of, the Company’s Pennsylvania, Cincinnati or Milton breweries or its third-party breweries, could have a material adverse impact on the Company’s ability to manufacture products and service customers and could have a material adverse impact on the Company’s business, financial condition and results of operations.
During 2020 and 2021, the principal impacts of the global COVID-19 pandemic were a significant reduction in keg demand from the on-premise channel and higher labor and safety related costs at Company-owned breweries. The Company Faces Substantial Competition.expects to continue to be impacted as the situation remains dynamic and subject to rapid and possibly material change. Continued or additional disruptions to the Company’s business and potential associated impacts to the Company’s financial condition and results of operations include, but are not limited to:
16
These impacts could place limitations on the Company’s ability to operate effectively and could have a material and adverse effect on the Company’s operations, financial condition and operating results. The market forCompany has implemented policies and procedures at its Company-owned breweries to address potential risks, including entrance screening and temperature checks, face mask requirements, reorganizing work to increase social distancing between and among shifts, and adding two hours of workspace cleaning per shift. As the situation continues to evolve and more information and guidance becomes available, the Company may adjust its current policies and procedures, to address the rapidly changing variables related to the pandemic. Additional impacts may arise, of which the Company is not currently aware. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted.
Risks Associated with Our Industry
The Company faces substantial competition.
The High End beer occasionsand Beyond Beer categories within the United States isare highly competitive due to the participation of large domestic and international brewers in the categories and the increasing number of domesticcraft brewers and international beverage companies withcraft distilleries, who distribute similar products that have similar pricing and target drinkers, gainsdrinkers.
The two largest brewers in market share achieved bythe United States, AB InBev and Molson Coors, participate actively in the High End and Beyond Beer categories, through numerous launches of new hard seltzers and spirit RTDs from existing brands or new brands, importing and distributing import brands, and with their own domestic specialty beers, and imported beers, the acquisition of craft brewerseither by larger brewers and the introduction and expansion of hard seltzers. Some of the largest of these competitors include AB InBev, Molson Coors, Constellation, Heineken and Mark Anthony Brands as they acquire craft brewersdeveloping new brands or introduce new domestic specialty brands and hard seltzers to many markets and expand their efforts behindby acquiring, in whole or part, existing brands. In addition, AB InBev’s High End Division and Molson Coors’ Tenth and Blake were formed as business units headquartered in the United States that are focused exclusively on competing in the High End and Beyond Beer categories. Imported beers, such as Corona®Heineken®Especial®Artois® also continue to compete aggressively in the United States beer market.and have gained market share over the last ten years. Heineken and Constellation Brands (owner of the United States Distribution rights to Corona and Modelo Especial) may have substantially greater financial resources, marketing strength and distribution networks than the Company. The Company anticipates competition among domestic craft brewers will remain strong as many local craft brewers continue to experience growth and there were many new startups in 2019. The Company estimates there are now over 8,000 breweries in operation up from approximately 1,500 breweries in 2009. Also,some existing breweriesbeverage companies are building more capacity, adding additional local tap rooms, expanding geographically and adding more SKUs and styles. The anticipated continued growth in the sales of hard seltzers, craft-brewed domestic beers, imported beers and hard seltzersspirits RTDs is expected to increase the competition in the market for High End beer and Beyond Beer occasions within the United States and, as a result, pricesthe Company may well face competitive pricing pressures and the demand for and market share of the Company’s products may fluctuate and possibly decline.
The Company’s products compete generally with other alcoholic beverages. The Company competes with other beer and beverage companies not only for drinker acceptance and loyalty, but also for traditional retail shelf, cold box and tap space, in retail establishmentsas well as e-commerce placement and for marketing focus by the Company’s Distributors and their customers, all of which
17
also distribute and sell other beers and alcoholic beverage products. Many of the Company’s competitors, including AB InBev, Molson Coors, Constellation, Heineken and ConstellationMark Anthony Brands, have substantially greater financial resources, marketing strength and distribution networks than the Company. Moreover, the introduction of new products by competitors that compete directly with the Company’s products or that diminish the importance of
Further, while the beernumber of craft brewers and craft distilleries continues to increase, the alcoholic beverage industry has also seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. Illustrative of this consolidation is AB InBev’s $107 billion purchase of SAB Miller and the related sale by SAB Miller to Molson Coors of its 58% share of the MillerCoors joint venture with Molson Coors, as well as Heineken’s acquisition of Lagunitas Brewing Company for approximately $1 billion. Also, in the last fewseveral years, both AB InBev and Molson Coors have introduced numerous new hard seltzers and purchased multiple regional craft breweries and craft distilleries with the intention to expand the capacity and distribution of these breweries. brands.
More recently in 2021 and entering 2022, large non-alcoholic beverage companies including Pepsi, Coca-Cola Company (“Coke") and Monster Beverage Corporation (“Monster”) have begun to enter these markets through licensing agreements with alcoholic beverage companies to develop alcohol versions of existing traditional non-alcohol brands or, in the case of Monster, the acquisition of the CANarchy Craft Brewery Collective in early 2022. Coke has entered into agreements with Molson Coors to develop, market and sell Topo Chico brand Hard Seltzer. Coke also announced agreements with Constellation to develop, market and sell FRESCA™ Mixed, a line of spirits RTDs. As previously discussed, the Company has entered into an agreement with Pepsi to develop, market and sell alcohol beverages which include Hard Mountain Dew, to take advantage of this trend.
Due to the increased leverage that these combined operations will have in distribution and sales and marketing expenses, the costs to the Company of competing could increase. The potential also exists for these large competitors to increase their influence with their Distributors, making it difficult for smaller brewersbeverage companies to maintain their market presence or enter new markets. The continuing consolidation could also reduce the contract brewing capacity that is available to the Company. These potential increases in the number and availability of competing brands, the costs to compete, reductions in contract brewing capacity and decreases in distribution support and opportunities may have a material adverse effect on the Company’s business and financial results.
Changes in public attitudes and drinker tastes could harm the Company’s business. Regulatory changes in response to public attitudes could adversely affect the Company’s business.
The alcoholic beverage industry has been the subject of considerable societal and political attention for several years, due to public concern over alcohol-related social problems, including driving under the influence, underage drinking and health consequences from the misuse of alcohol, including alcoholism. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States.
The domestic beer industry, other than the market for High End beer occasions and Beyond Beer occasions, has experienced a decline in shipments over the last ten years. The Company believes that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high quality, more flavorful hard seltzers. beers and spirts RTDs, health and wellness trends and increased competition from wine and spirits companies. If consumption of the Company’s products in general were to come into disfavor among domestic drinkers, or if the domestic alcohol beverage industry were subjected to significant additional societal pressure or governmental regulations, the Company’s business could be materially adversely affected.
Additionally, certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. Currently it is not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usage could adversely impact the demand for the Company’s products.
The Company is dependent on its distributors.
In the United States, where approximately 96% of its beer is sold, the Company sells most of its alcohol beverages to independent beer Distributors for distribution to retailers and, ultimately, to drinkers. Although the Company currently has arrangements with over 400 Distributors, sustained growth will require it to maintain such relationships and possibly enter
18
into agreements with additional Distributors. Changes in control or ownership within the current distribution network could lead to less support of the Company’s products.
Contributing to distribution risk is the fact that the Company’s distribution agreements are generally terminable by the Distributor on relatively short notice. While these distribution agreements contain provisions giving the Company enforcement and termination rights, some state laws prohibit the Company from exercising these contractual rights. The Company’s ability to maintain its existing distribution arrangements may be adversely affected by the fact that many of its Distributors are reliant on one of the major beer producers for a large percentage of their revenue and, therefore, they may be influenced by such producers. If the Company’s existing distribution agreements are terminated, it may not be able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution.
No Assurance of Continued Growth andassurance can be given that the Company Can Adaptwill be able to maintain its current distribution network or secure additional Distributors on terms not less favorable to the ChallengesCompany than its current arrangements.
Risks Related to Our Business and Operations
There is no assurance of continued growth or that the Company can adapt to the challenges of the Changing Competitive Environment.
From 2015 to 2017, the Company experienced a decline in the demand for its products, as craft beer growth rates slowed and the hard cider category declined. InFrom 2018 and 2019,to 2021, the Company experienced increases in demand for its products, driven by growth in its Truly and Twisted Tea brands, and grew 13%, 22%, 37% and 22% respectively in depletion volume comparedfor 2018, 2019, 2020 and 2021, respectively. During the year ended December 25, 2021, the market for hard seltzer products experienced decelerating growth trends, which resulted in the annual volume growth rate declining from 158% in 2020 to prior years. 13% in 2021. The 2021 slowdown in growth trends greatly impacted the Company's volume of production and shipments, as well as its volume projections for the future. The 2021 volume reduction resulted in increased supply chain related costs which were recorded during the second half of the year. These direct costs include the destruction of excess inventory, provisions for excess and obsolete inventories, property, plant and equipment impairments, write-offs of third-party production prepayments and provisions for costs associated with the termination of various third-party production contracts. The combined expense of $102.9 million recognized for the above items contributed to the Company's decrease in operating income from 2020.
The Company is targeting shipment and depletion volume growth of between 15%4% and 25%10% in 2020.2022. The Company’s ability to sustain double digit growth trends and meet these targets may be affected by an increasing number of competitors and markets where drinker interest is primarily in new or local products, rather than national brands.competing beverages. The development of new products by the Company to meet these challenges may lead to reduced sales of the Company’s existing brands and there is no guarantee that these new product initiatives will generate stable long term volume. Additionally, changes in the use of media and technology are changingimpacting the economics of how to market brands are marketed to drinkers and may be diminishing the traditional competitive advantage the Company may have had in buying national media relative to smaller brands. While the Company believes that a combination of innovation, new brand messaging and exploration of new media, and increased investment and sales execution can lead to increased demand, there is no guarantee that the Company’s actions will be successful in maintaining the Company’s historical levels of profitability. Reduced sales, among other factors, could lead to lower brewery utilization, lower funds available to invest in brand support and reduced profitability, and these challenges may require a different mix and level of marketing investments to stabilize and grow volumes. A lower growth environment or periods of sales declines will present challenges for the Company to motivate and retain employees, and to maintain the current levels of distributor and retailer support of its brands, it’sand fund its current brand investment levels, and current returns to shareholders, and could potentially require a review of long term organization and brewery needs. Currently, the Company believes it can continue to grow in 20202022 and in future years, but there is no guarantee itits efforts will be successful.
The Company’s Advertising and Promotional Investments May AffectCompany may not be able to increase supply to meet the increased demand for its products.
Since 2017, demand for the Company’s Financial Results but Notproducts has grown significantly and the Company currently estimates depletion growth in 2022 to be Effective.
As demand for its products has grown, the Company has faced increasing challenges in meeting that demand. The challenges have been both production constraints, primarily resulting from canning and variety pack capacity limitations, and can supply constraints. The Company has incurred,also become more reliant on third party-owned breweries, particularly City Brewing Company, LLC, to meet demand, as the percentage of its volume produced at Company owned breweries decreased from over 90% in 2017 to approximately 56% in 2021. The Company currently expects that the percentage of total production at
19
breweries and packaging facilities owned by others will be approximately 30% in 2022. The Company’s reliance on production at City Brewing Company, LLC to meet demand has grew from 23% of the Company’s total production volume in 2019 to 32% in 2021.
The Company’s ability to grow and continue to meet increasing consumer demand will be affected by:
If the Company fails to increase supply to meet consumer demand for its products, the Company’s business and financial results may be adversely affected.
The Company’s advertising and promotional investments may affect the Company’s financial results but not be effective.
The Company has made and expects to continue to incur,make, significant advertising and promotional expenditures to enhance its brands. These expenditures may adversely affect the Company’s results of operations in a particular quarter or even for the full year, and may not result in increased sales. Variations in the levels of advertising and promotional expenditures have in the past caused, and are expected in the future to continue to cause, variability in the Company’s quarterly results of operations. While the Company attempts to invest only in effective advertising and promotional activities, it is difficult to correlate such investments with sales results, and there is no guarantee that the Company’s expenditures will be effective in building brand equity or growing long term sales.
The Company is dependent on key packaging suppliers and an increase in Public Attitudes and Drinker Tastes Could Harmpackaging costs could harm the Company’s Business. Regulatory Changesfinancial results.
The demand for packaging materials in Response to Public Attitudes Could Adversely Affect the Company’s Business.
The Company maintains competitive sources for the supply of packaging materials, such as cans, glass, cardboard wraps and shipping cases. The Company enters into limited-term supply agreements with certain vendors in order to receive preferential pricing. In 2021, crowns and labels were each supplied by single sources. Although the Company believes that alternative suppliers are available, the loss of any of the Company’s packaging materials suppliers could, in the short-term, adversely affect the Company’s results of operations, cash flows and financial position until alternative supply arrangements were secured. Additionally, there has been acquisition, change in control and consolidation activity in several of the packaging supplier networks which could potentially lead to further disruption in supply and changes in economics. If packaging costs continue to increase, there is no guarantee that such costs can be fully passed along through increased prices. The Company has entered into long-term supply agreements for certain packaging materials that have shielded it from some cost increases. These contracts have varying lengths and terms and there is no guarantee that the misuse of alcohol, including alcoholism. As an outgrowtheconomics of these concerns,contracts can be replicated when renewed. The Company’s inability to preserve the possibility existscurrent economics on renewal could expose the Company to significant cost increases in future years. Some of these contracts require the Company to make commitments on minimum volume of purchases based on Company forecasts. If the Company's needs decline significantly from its forecasts, the Company would likely incur storage costs for excess production or contractual penalties that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictionssignificant and could have a material adverse impact on the saleCompany's financial results.
20
Inability to react to changes in demand, reliance on Company-owned production facilities, reduced availability of alcohol might be imposed or that there may be renewed effortsbreweries owned by others, and inability to impose increased excise or other taxes on beer soldleverage investment in the United States.
As previously discussed, during 2021, the market for High End beer occasions,hard seltzer products experienced decelerating growth trends which resulted in the annual volume growth rate declining from 158% in 2020 to 13% in 2021. The volume reduction resulted in combined direct supply chain related costs of $102.9 million recorded during the second half of the year.
The changes in growth trends in the Company’s business, particularly for the Truly Hard Seltzer Brand, as well as added product complexity, heighten the management challenges that the Company faces. In recent years, the Company has had periods of excess capacity that were nevertheless accompanied by product shortages and service issues. The Company’s supply chain struggled under the increased volume and experienced increased operational and freight costs as it reacted. In response to these issues, the Company significantly increased its packaging capabilities and tank capacity and added personnel to address these challenges. There can be no assurance that the Company will effectively address changing consumer demand or manage such increasing product complexity without experiencing similar issues in the future. Planning failures, operating inefficiencies, insufficient employee training, control deficiencies or other similar issues could well have a slight declinematerial adverse effect on the Company’s business and financial results. The growth of the Company, changes in shipments overoperating procedures and increased complexity have required significant capital investment. In the last ten years. Thefuture, the Company on an overall basis may not see any operating cost leverage from these investments and there is no guarantee that it will.
During 2021, the Company produced approximately 56% of its volume at breweries owned by the Company. This reliance on its own breweries exposes the Company to capacity constraints and risk of disruption of supply, as these breweries are operating at or close to current capacity in peak months. Management believes that this decline is dueit has alternatives available to declining alcohol consumption per personit, in the population, drinkers trading up to drink highevent that production at any of its brewing locations is temporarily interrupted, although as volumes at the Pennsylvania Brewery increase, severe interruptions there would be problematic, particularly during peak seasons. Potential interruptions at breweries include labor issues, governmental action, quality more flavorful beers, health and wellness trends and increased competition from wine and spirits companies.issues, contractual disputes, machinery failures, operational shutdowns, pandemic-related or other staffing shortages, or natural or unavoidable catastrophes. If consumption of the Company’s products in generalinterruptions were to come into disfavor among domestic drinkers, or ifoccur, the domestic beer industry were subjected toCompany could face significant additional societal pressure or governmental regulations, the Company’s businessdelays in starting replacement brewing locations and its operating results could be materially adversely affected.
The Company continues to avail itself of capacity at third-party breweries. During 2021, approximately 32% of the Company’s annual shipment volume was brewed and/or packaged under service agreements with City Brewing Company, LLC. In selecting third party breweries for brewing services arrangements, the Company carefully weighs a brewery’s sleek can packaging and automated variety packaging capability and capacity, its quality control capabilities throughout the production process and its ability to utilize traditional brewing, fermenting and finishing methods. To the extent that the Company needs to avail itself of a third-party brewing services arrangement, it exposes itself to higher than planned costs of operating under such contract arrangements than would apply at the Company-owned breweries, potential lower service levels and reliability than internal production, and potential unexpected declines in the brewing capacity available to it, any of which could have passed lawsa material adverse effect on the Company’s business and regulationsfinancial results. The use of such third party facilities also creates higher logistical costs and uncertainty in the ability to deliver product to the Company’s customers efficiently and on time.
As the beer industry continues to consolidate and the Company has grown, the capacity and willingness of breweries owned by others where the Company could brew, ferment or package some of its products, if necessary, has become a more significant concern and, thus, there is no guarantee that allow the saleCompany’s needs will be uniformly met. The Company continues to work at its Company-owned breweries and with its third-party brewers to attempt to minimize any potential disruptions. Nevertheless, should an interruption occur, the Company could experience temporary shortfalls in production and/or increased production and/or distribution costs and be required to make significant capital investments to secure alternative capacity for certain brands and packages, the combination of which could have a material adverse effect on the Company’s business and financial results. A production interruption caused by an acquisition or change of control of City Brewing or a simultaneous interruption at several of the Company’s production locations would likely cause significant disruption, increased costs and, potentially, lost sales.
The Company’s emphasis on owning production facilities requires it to continue to make a significant level of capital expenditure to maintain and improve these facilities and to incur significant fixed operating costs to support them. In an uncertain volume environment, the Company faces the risk of not being able to support the owned brewery operating costs, if volumes were to decline. At the same time, despite making these expenditures and incurring these costs, if demand were to further increase above current volume estimates, the Company could still face the risk of not being able to meet the increased demand.
21
The Company attempts to mitigate production and distribution risks through a combination of marijuana. Currentlyowned breweries and access to third-party contract facilities, but there is no guarantee that this strategy will be successful, and it is not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usagemight result in short term costs and inefficiencies which could adversely impact the demand for the Company’s products.
Turnover in Company leadership or other key positions may lead to loss of key knowledge or capability and adversely impact Company performance.
The Company Is Dependent on Its Distributors.
The Company has significantly increased its product offerings and distribution network or securefootprint, which increases complexity and could adversely affect the Company’s performance and financial results.
The Company has significantly increased the number of commercially available hard seltzers, beers, hard ciders, spirits RTDs and distilled spirits that it produces. In the last five years, the Company has developed, introduced and reformulated many new and existing beverage styles under the Truly Hard Seltzer, Twisted Tea, Samuel Adams and Angry Orchard brands. The Dogfish Head brand, acquired in July 2019, currently has over 25 styles of beer, 15 styles of distilled spirits, 5 spirits RTDs, three brewery tap rooms, a restaurant, and a boutique Inn. In January 2020, the Company opened the Samuel Adams Tap Room and small brewery in downtown Boston. The Company currently operates 10 retail locations, including eight brewery tap rooms, a cidery tasting room and a restaurant, where its beverages are sold and consumed on-premise. The Company developed and introduced the Bevy Long drink brand in late 2021 and has plans to launch three additional Distributors on terms not less favorablebrands in 2022. Two of these three new brands, Hard Mountain Dew and Sauza Agave cocktails, are under agreements with Pepsi and Beam, respectively. During 2022, mostly under the Truly brand, the Company has plans to add new beverage styles and reformulate existing styles of beverages.
These additional brands, styles, reformulations and locations, along with the increases in demand for certain existing brands, have added to the complexity of the Company’s product development process, as well as its brewing, fermenting, distilling, packaging, marketing and selling processes, and retail operations. There can be no assurance that the Company than its current arrangements.
The Company’s Recent Acquisitionacquisition of Dogfish Head Involvesinvolves a Numbernumber of Risks,risks, the Occurrenceoccurrence of Which Could Adversely Affectwhich could adversely affect its Business, Financial Condition,business, financial condition, and Operating Results.
On July 3, 2019, the Company completed its acquisition of Dogfish Head Brewery and various related operations, through the acquisition of all of the equity interests held by certain private entities inThe Transaction involvesThis transaction continues to involve certain risks, the occurrence of
22
which could materially and adversely affect the Company’s business, liquidity, financial condition, and operating results, including:
The Company cannot assure that it will realize the expected benefits of the Transaction or that the acquired Dogfish Head operations will be profitable.transaction. The Company’s failure to adequately manage the risks associated with the Transactiontransaction could have a material adverse effect on its business, liquidity, financial condition or results of operations.
Changes in Drinker Attitudesdrinker attitudes on Brand Equitybrand equity and Inherent Risk of Reliancereliance on the Company’s Foundersfounders in the Samuel Adams and Dogfish Head Brand Communications.
The success of our brands depends upon the positive image that drinkers have of those brands and maintaining a good reputation is critical to the societal and political risks discussed above, thereselling our branded products. Our reputation could be impacted negatively by public perception, adverse publicity, negative comments in social media, or our responses to negative publicity or comments. There is also no guarantee that the brand equities that the Company has built in its brands will continue to appeal to drinkers. Changes in drinker attitudes or demands, or competitor activity and promotion, could adversely affect the strength of the Company’s brands and the revenue that is generated from that strength. It is possible that the Company could react to such changes and reposition its brands, but there is no certainty that the Company would be able to maintain volumes, pricing power and profitability. It is also possible that marketing messages or other actions taken by the Company could damage its brand equities, as opposed to building them. If such damage were to occur, it would likely have a negative effect on the financial condition of the Company.
In addition to these inherent brand risks, C. James Koch, the founder and Chairman of the Company, as well as the founders of Dogfish Head brand, Samuel Calagione, Founder and Brewer, Dogfish Head Brewery and Mariah Calagione, Founder and Communitarian, Dogfish Head Brewery, are an integral part of the Samuel Adams and Dogfish HeadCompany’s history, brand histories, equity and current and potential future brand messaging and the Company relies on the positive public perception of these founders. The role of these founders as founders, brewers and leaders of the Company is emphasized as part of the Company’s brand communication and has appeal to some drinkers. If these founders were not available to the Company to continue their active roles, their absence could negatively affect the strength of the Company’s messaging and, accordingly, the Company’s growth prospects. The Company and its brands may also be impacted if drinkers’ viewsperceptions of these founders including their social or political views, were to change negatively. If either of theseany negative changes were to occur, the Company might need to adapt its strategy for communicating its key messages
The Company is Dependentdependent on Key Ingredient Suppliers, Including Foreign Sources; Its Dependencekey ingredient suppliers, including foreign sources; its dependence on Foreign Sources Creates Foreign Currency Exposureforeign sources creates foreign currency exposure for the Company; Thethe Company’s Useuse of Natural Ingredients Creates Weathernatural ingredients creates weather and Crop Reliabilitycrop reliability and Excess/Shortage Inventory Exposureexcess/shortage inventory exposure for the Company.
The Company purchases a substantial portion of the raw materialsingredients used in the brewing of its products,beverages including its flavorings, malt, hops, apples and other ingredients, from a limited number of foreign and domestic suppliers. The Company purchased most of the malt used in the production of its beer from two suppliers during 2019. Nevertheless, the Company believes that there are other malt vendors available that are capable of supplying part of its needs. The Company is exposed to the quality of the barley crop each year, and significant failure of a crop would adversely affect the Company’s costs.
The Company’s beverages include many unique and proprietary flavors and combinations of flavors and some of these flavorings are single sourced. Truly Hard Seltzer and Twisted Tea brand beverages are particularly reliant on the use of flavorings and variety of flavors as part of their appeal to drinkers.
The Company purchased most of the malt used in the production of its beer from four suppliers during 2021. Nevertheless, the Company believes that there are other malt vendors available that are capable of supplying part of its needs. The
23
Company is exposed to the quality of the barley crop each year, and significant failure of a crop would adversely affect the Company’s costs.
The Company uses Noble hop varieties from Europe for many of its Samuel Adams beers and also uses hops grown in other areas of Europe, the United States, and New Zealand. Noble hops are grown in several specific areas in Germany and the Czech Republic that are recognized for growing hops with superior taste and aroma properties. The Company stores its hops in multiple cold storage warehouses to minimize the impact of a catastrophe at a single site. The performance and availability of the hops, as with any agricultural product, may be materially adversely affected by factors such as adverse weather or pests and there is no guarantee the contracts will be fulfilled completely. The Company enters into purchase commitments with nine primary hop dealers and attempts to maintain a one to two-year supply of essential hop varieties on-hand in order to limit the risk of an unexpected reduction in supply and procures hops needed for new beers, based on its best estimate of likely short-term demand. The failure of management’s assumptions regarding future sales growth, product mix and hops market conditions to prove accurate could result in future material losses.
The Company uses special varieties of apples in its ciders that it believes are important for the ciders’ flavor profile. These apples are sourced primarily from European and United States suppliers and include bittersweet apples from France and culinary apples from Italy and Washington state. There is limited availability of these apples and many outside factors, including weather conditions, farmers rotating from apples to other crops, government regulations and legislation affecting agriculture, could affect both price and supply.
The Company’s new product development can also be constrained by any limited availability of the desired ingredients. Growth rates higher than planned or the introduction of new products requiring special ingredients could create demand for ingredients greater than the Company can source.
The Company’s contracts for certain hops and apples are payable in Euros, Pounds Sterling and New Zealand dollars, and therefore, the Company is subject to the risk that the Euro, Pound or New Zealand dollar may fluctuate adversely against the U.S. dollar. The Company has, as a practice, not hedged this exposure, although this practice is regularly reviewed. Significant adverse fluctuations in foreign currency exchange rates may have a material adverse effect on the Company’s business and financial results. The cost of hops has increased in recent years due to the rising market price of hops and exchange rate changes. The continuation of these trends will impact the Company’s product cost and potentially the Company’s ability to meet the demand for its beers. The Company buys some other ingredients and capital equipment from foreign suppliers for which the Company also carries exposure to foreign exchange rate changes.
The demand for sleek cansCompany’s operations are subject to certain operating hazards that could result in the beverage industry has significantly increased and there has been a shortage of capacity as sleek can manufacturers and sleek can contract manufacturers adjust their supply chains to accommodate this increased demand. The Company is working to increase packaging capacity to accommodate its expected needs for 2020 and currently expects to have sufficient supply and capacity to meet those needs.
The Company’s operations are subject to certain hazards and liability risks faced by all brewers,beverage companies, such as potential contamination of ingredients or products by bacteria or other external agents that may be wrongfully or accidentally introduced into products or packaging, or defective packaging and handling. Such occurrences may create bad tasting beer, hard seltzer or hard ciders,beverages, or pose health risk to the consumer or risk to the integrity and safety of the packaging. These could result in unexpected costs to the Company and, in the case of a costly product recall, potentially serious damage to the Company’s reputation for product quality, as well as product liability claims.
The Company Relies Upon Complex Information Systems
The Company depends on information technology to be able to operate efficiently and interface with customers and suppliers, as well as maintain financial and accounting reporting accuracy to ensure compliance with all applicable laws. If the Company does not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure, the Company could be subject to transaction errors, processing inefficiencies, the loss of customers, business disruptions, or the loss of or damage to intellectual property through security breach.breaches. The Company recognizes that many groups on a world-wide basis have experienced increases in security breaches, cyber-attacks, and other hacking activity.activities such as denial of service, malware and ransomware. The Company has dedicated internal and external resources to review and address such threats. However, as with all large information technology systems, the Company’s systems could be penetrated by outside parties intent on extracting confidential or proprietary information, corrupting information, disrupting business processes, or engaging in the unauthorized use of strategic information. Such unauthorized access could disrupt business operations and could result in the loss of assets or revenues, remediation costs or damage to the Company’s reputation, as well as litigation against the Company by third parties adversely affected by the unauthorized access. Such events could have a material adverse effect on the Company’s business and financial results. The Company also relies on
24
third parties for supply of software, software and data hosting and telecommunications and networking, and is reliant on those third parties for the quality and integrity of these complex services. Failure by a third party supplier could have material adverse effects on the Company’s ability to operate.
An Increaseincrease in Energy Costs Could Harmenergy costs could harm the Company’s Financial Results.
In the last five years, the Company has experienced significant variation in direct and indirect energy costs, and energy costs could change unpredictably. Increased energy costs would result in higher transportation, freight and other operating costs, including increases in the cost of ingredients and supplies. The Company’s future operating expenses and margins could be dependent on its ability to manage the impact of such cost increases. If energy costs increase, there is no guarantee that such costs can be fully passed along through increased prices.
The Class B Shareholder Has Significant Controlshareholder has significant control over the Company
The Company’s Class A Common Stock is not entitled to any voting rights except for the right as a class to (1) approve certain mergers, charter amendments and
Risks Related to Law and Regulations
Changes in tax, environmental and other regulations, government shutdowns or failure to comply with existing licensing, trade or other regulations could have a material adverse effect on the Company’s financial condition.
The Company’s Operating Resultsbusiness is highly regulated by federal, state and Cash Flow May Be Adversely Affectedlocal laws and regulations regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with Distributors, environmental impact of operations and other matters. These laws and regulations are subject to frequent reevaluation, varying interpretations and political debate, and inquiries from governmental regulators charged with their enforcement. In addition, any delays in federal or state government required approvals caused by Unfavorablefederal or state government shutdowns, similar to the January 2019 federal government shutdown, could prevent new brands or innovations from getting to market on time or at all. Failure to comply with existing laws and regulations to which the Company’s operations are subject or any revisions to such laws and regulations or the failure to pay taxes or other fees imposed on the Company’s operations and results could result in the loss, revocation or suspension of the Company’s licenses, permits or approvals, and could have a material adverse effect on the Company’s business, financial condition and results of operations. Changes in federal and other tax rates could have a significant effect on the Company’s financial results.
There is no guarantee that the Company will not face litigation that could harm the Company’s business.
While the Company has from time to time in the past been involved in material litigation, it is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on the Company’s financial condition or the results of its operations. In general, while the Company believes it conducts its business appropriately in accordance with laws, regulations and industry guidelines, claims, whether or not meritorious, could be asserted against the Company that might adversely impact the Company’s results. See Item 3 - Legal Proceedings below.
Risks Related to General Economic FinancialConditions
The Company’s operating results and Societal Market Conditions.
25
Volatility and uncertainty in the financial markets and economic conditions generally may directly or indirectly affect the Company’s performance and operating results in a variety of ways, including: (a) prices for energy and agricultural products may rise faster than current estimates, including increases resulting from currency fluctuations; (b) the Company’s key suppliers may not be able to fund their capital requirements, resulting in disruption in the supplies of the Company’s raw and packaging materials; (c) the credit risks of the Company’s Distributors may increase; (d) the impact of currency fluctuations on amounts owed to the Company by distributors that pay in foreign currencies; (e) the Company’s credit facility, or portion thereof, may become unavailable at a time when needed by the Company to meet critical needs; (f) overall beer consumption may decline; or (g) drinkers of the Company’s products may change their purchase preferences and frequency, which might result in sales declines.
Item 1B. Unresolved Staff Comments
The Company has not received any written comments from the staff of the Securities and Exchange Commission (the “SEC”) regarding the Company’s periodic or current reports that (1) the Company believes are material,
Item 2. Properties
The Company maintains its principal corporate offices in approximately 54,200 square feet of leased space located in Boston, Massachusetts, the term of which is set to expire in 2031.
The Company owns approximately 76 acres of land in Breinigsville, Pennsylvania, consisting of the two parcels on which the Company’s Pennsylvania Brewery is located. The buildings on this property consist of approximately 1 million square feet of brewery and warehouse space.
The Company owns approximately 57 acres of land in Milton, Delaware, consisting of the two parcels on which the Company’s Milton Brewery is located. The buildings on this property consist of approximately 240,000 square feet of brewery and warehouse space.
The Company owns approximately 10 acres of land in Cincinnati, Ohio, on which the Company’s Cincinnati Brewery is located, and leases, with an option to purchase, approximately 1 acre of land from the City of Cincinnati which abuts its property. The buildings on this property consist of approximately 128,500 square feet of brewery and warehouse space.
The Company owns approximately 62 acres of land in Walden, New York, consisting of an apple orchard and certain buildings, including a small cidery, gift shop and tour center. The small cidery, gift shop and tour center on this property consist of approximately 15,000 square feet of space.
The Company owns approximately 1 acre of land in Lewes, Delaware, on which the Company’s Dogfish Head Inn is located. The buildings on this property consists of approximately 8,400 square feet of space.
The Company leases approximately 43,000 square feet of space in Boston, Massachusetts, on which it maintains a Samuel Adams brand tap room and tour center. The current term of the lease for this facility will expire in 2029,2034, although it has an option to extend the term for an additional fifteen years in five yearfive-year increments.
The Company leases approximately 6,666 square feet of space in Boston, Massachusetts, on which it maintains a research and development site. The current term of the lease for this facility will expire in 2026, although it has an option to extend the term for an additional three years in one-year increments.
The Company leases approximately 48,650 square feet of space in Los Angeles, California, on which it maintains an Angel City brand tap room, small brewery and tour center. The current term of the lease for this facility will expire in 2021.
The Company leases approximately 11,365 square feet of space in Miami, Florida, on which it maintains a Concrete Beach brand tap room, small brewery and tour center. The current term of the lease for this facility will expire in 2023.
The Company leases approximately 9,000 square feet of space in Boston, Massachusetts, on which it maintains a Samuel Adams brand tap room and small brewery. The current term of the lease for this facility will expire in 2028, although it has two options to extend the term for an additional 5 years.
26
The Company leases approximately 8,900 square feet of space in Cincinnati, Ohio, on which it maintains a Samuel Adams brand tap room and small brewery. The current term of the lease for this facility will expire in 2028.
The Company leases approximately 7,100 square feet of space within the retail section of MCU Park in Brooklyn, New York on which it maintains a Coney Island brand tap room and small brewery. The current term of the lease for this facility will expire in 2020, although it has an option to extend the term for an additional 5 years.
The Company leases approximately 4,490 square feet of space in Rehoboth, DE, on which it maintains Dogfish Head BrewingBrewings and Eats, a tap room small brewery and the Chesapeake & Maine restaurant. The current term of the lease for this facility will expire in 2029.
The Company, under a development agreement, has access to approximately 900 square feet of space in Windsor, Ontario, on which it maintains a cannabis research and development facility. The current term of the agreement for this facility will expire in 2026.
The Company also leases a small officeoffices in Burlington, Vermont, Cincinnati, Ohio, Montreal, Quebec, and Montreal, Quebec.
The Company believes that its facilities are adequate for its current needs and that suitable additional space will be available on commercially acceptable terms as required.
Item 3. Legal Proceedings
The Company is currently not aand in the future may be party to any pendinglegal proceedings and claims, including class action claims, where significant damages are asserted against it. Given the inherent uncertainty of litigation, it is possible that the Company could incur liabilities as a consequence of these claims, which may or threatened litigation, the outcome of which would be expected tomay not have a material adverse effect on itsthe Company’s financial condition or the results of its operations.
Securities Litigation. On September 14, 2021, a purported class action lawsuit was filed by an individual shareholder in the United States District Court for the Southern District of New York against the Company and three of its officers. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 between April 22, 2021 and September 8, 2021. The plaintiff claims that defendants made materially false and/or misleading statements or failed to disclose material adverse facts about the Company’s business, operations, and prospects. A second, nearly identical purported class action lawsuit was filed by another individual shareholder in the same court on October 8, 2021. The two cases were consolidated on December 14, 2021, and an amended complaint was filed on January 13, 2022. The Company intends to vigorously defend against this lawsuit. A range of potential loss is not estimable at this time.
False Advertising. On August 26, 2021, a proposed class action lawsuit was filed by two individuals in the United States District Court for the Southern District of California against the Company. The complaint alleges claims for false advertising, breach of warranty, unlawful business practices, unfair competition, and violations of certain California and New York consumer protection acts. The plaintiff claims that the Company falsely or misleadingly labelled its Truly products with respect to the ingredients contained therein. The Company intends to vigorously assert and defend its rights in this lawsuit. A range of potential loss is not estimable at this time.
Item 4. Mine Safety Disclosures
Not Applicable
27
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The graph set forth below shows the value of an investment of $100 on January 1, 20152017 in each of the Company’s stock (“The Boston Beer Company, Inc.”), the Standard & Poor’s 500 Index (“S&P 500 Index”), and the Standard & Poor’s 500 Beverage Index, which consists of producers of alcoholic andand a custom peer group which consists of Molson Coors Beverage Company and Craft Brewers Alliance, Inc., the two remaining U.S. publicly-traded brewing companies (“Peer Group”), for the five years ending December 28, 2019.
Total Return Toto Shareholders
(Includes reinvestment of dividends)
ANNUAL RETURN PERCENTAGE Years Ending | ||||||||||||||||||||
Company Name / Index | 12/26/15 | 12/31/16 | 12/30/17 | 12/29/18 | 12/28/19 | |||||||||||||||
The Boston Beer Company, Inc. | -30.55 | -17.31 | 12.51 | 24.97 | 58.59 | |||||||||||||||
S&P 500 Index | 0.77 | 11.07 | 21.83 | -5.20 | 32.97 | |||||||||||||||
S&P 500 Beverages Index | 10.52 | 1.77 | 18.84 | -3.29 | 23.99 | |||||||||||||||
Peer Group | 25.35 | 6.10 | -13.68 | -30.08 | 0.20 |
INDEXED RETURNS Years Ending | ||||||||||||||||||||||||
Company Name / Index | Base Period 12/27/14 | 12/26/15 | 12/31/16 | 12/30/17 | 12/29/18 | 12/28/19 | ||||||||||||||||||
The Boston Beer Company, Inc. | 100 | 69.45 | 57.43 | 64.62 | 80.75 | 128.07 | ||||||||||||||||||
S&P 500 Index | 100 | 100.77 | 111.92 | 136.35 | 129.26 | 171.88 | ||||||||||||||||||
S&P 500 Beverages Index | 100 | 110.52 | 112.48 | 133.67 | 129.27 | 160.29 | ||||||||||||||||||
Peer Group | 100 | 125.35 | 133.00 | 114.81 | 80.27 | 80.43 |
|
| ANNUAL RETURN PERCENTAGE |
| |||||||||||||||||
Company Name / Index |
| 12/30/2017 |
|
| 12/29/2018 |
|
| 12/28/2019 |
|
| 12/26/2020 |
|
| 12/25/2021 |
| |||||
The Boston Beer Company, Inc. |
|
| 12.51 |
|
|
| 24.97 |
|
|
| 58.59 |
|
|
| 167.97 |
|
|
| (48.29 | ) |
S&P 500 Index |
|
| 21.83 |
|
|
| (5.20 | ) |
|
| 32.97 |
|
|
| 16.40 |
|
|
| 29.44 |
|
S&P 500 Beverages Index |
|
| 18.84 |
|
|
| (3.29 | ) |
|
| 23.99 |
|
|
| 6.56 |
|
|
| 14.51 |
|
|
|
|
|
| INDEXED RETURNS |
| ||||||||||||||||||
Company Name / Index |
| Base Period 12/31/16 |
|
| 12/30/17 |
|
| 12/29/18 |
|
| 12/28/19 |
|
| 12/26/2020 |
|
| 12/25/2021 |
| ||||||
The Boston Beer Company, Inc. |
|
| 83 |
|
|
| 93.04 |
|
|
| 116.27 |
|
|
| 184.40 |
|
|
| 494.12 |
|
|
| 309.02 |
|
S&P 500 Index |
|
| 111 |
|
|
| 135.32 |
|
|
| 128.28 |
|
|
| 170.57 |
|
|
| 198.54 |
|
|
| 231.29 |
|
S&P 500 Beverages Index |
|
| 102 |
|
|
| 120.94 |
|
|
| 116.97 |
|
|
| 145.03 |
|
|
| 154.54 |
|
|
| 173.89 |
|
The Company’s Class A Common Stock is listed for trading on the New York Stock Exchange under the symbol SAM.
There were 8,4777,382 holders of record of the Company’s Class A Common Stock as of February 14, 2020.18, 2022. Excluded from the number of stockholders of record are stockholders who hold shares in “nominee” or “street” name. The closing price per share of the Company’s Class A Common Stock as of February 14, 2020,18, 2022, as reported under the New York Stock Exchange-Composite Transaction Reporting System, was $408.91.
28
Class A Common Stock
At December 28, 2019,25, 2021, the Company had 22,700,000 authorized shares of Class A Common Stock with a par value of $.01, of which 9,470,39710,183,801 were issued and outstanding, which includes 99,87137,848 shares that have trading restrictions. The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) certain other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets.
Class B Common Stock
At December 28, 2019,25, 2021, the Company had 4,200,000 authorized shares of Class B Common Stock with a par value of $.01, of which 2,672,9832,068,000 shares were issued and outstanding. The Class B Common Stock has full
As of February 14, 2020,18, 2022, C. James Koch, the Company’s Chairman, was the direct holder of record of all of the Company’s issued and outstanding Class B Common Stock.
The holders of the Class A and Class B Common Stock are entitled to dividends, on a
Repurchases of the Registrants Class A Common Stock
In 1998, the Board of Directors authorized management to implement a stock repurchase program with a limit of $931.0 million. As of December 28, 2019,25, 2021, the Company has repurchased a cumulative total of approximately 13.8 million shares of its Class A Common Stock for an aggregate purchase price of approximately $840.7 million.
During the twelve months ended December 28, 2019,25, 2021, the Company repurchased 900433 shares of its Class A Common Stock, as illustrated in the table below:
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) | ||||||||||||
December 30, 2018 to February 2, 2019 | 116 | $ | 127.05 | — | $ | 90,335 | ||||||||||
February 3, 2019 to March 2, 2019 | 219 | 115.78 | — | 90,335 | ||||||||||||
March 3, 2019 to March 30, 2019 | 13 | 187.54 | — | 90,335 | ||||||||||||
March 31, 2019 to May 4, 2019 | 107 | 182.03 | — | 90,335 | ||||||||||||
May 5, 2019 to June 1, 2019 | 79 | 175.67 | — | 90,335 | ||||||||||||
June 2, 2019 to June 29, 2019 | 32 | 187.54 | — | 90,335 | ||||||||||||
June 30, 2019 to August 3, 2019 | 73 | 114.14 | — | 90,335 | ||||||||||||
August 4, 2019 to August 31, 2019 | 261 | 135.26 | — | 90,335 | ||||||||||||
September 1, 2019 to September 28, 2019 | — | — | — | 90,335 | ||||||||||||
September 29, 2019 to November 2, 2019 | — | — | — | 90,335 | ||||||||||||
November 3, 2019 to November 30, 2019 | — | — | — | 90,335 | ||||||||||||
December 1, 2019 to December 28, 2019 | — | — | — | 90,335 | ||||||||||||
Total | 900 | 0 | $ | 90,335 | ||||||||||||
Period |
| Total Number |
|
| Average |
|
| Total Number |
|
| Dollar Value |
| ||||
December 27, 2020 to January 30, 2021 |
|
| - |
|
| $ | - |
|
|
| — |
|
| $ | 90,335 |
|
January 31, 2021 to February 27, 2021 |
|
| 20 |
|
|
| 218.79 |
|
|
| — |
|
|
| 90,335 |
|
February 28, 2021 to March 27, 2021 |
|
| 163 |
|
|
| 192.77 |
|
|
| — |
|
|
| 90,335 |
|
March 28, 2021 to May 1, 2021 |
|
| - |
|
|
| — |
|
|
| — |
|
|
| 90,335 |
|
May 2, 2021 to May 29, 2021 |
|
| 94 |
|
|
| 314.86 |
|
|
| — |
|
|
| 90,335 |
|
May 30, 2021 to June 26, 2021 |
|
| 2 |
|
|
| 135.88 |
|
|
| — |
|
|
| 90,335 |
|
June 27, 2021 to July 31, 2021 |
|
| 40 |
|
|
| 209.37 |
|
|
| — |
|
|
| 90,335 |
|
August 1, 2021 to August 28, 2021 |
|
| 71 |
|
|
| 422.16 |
|
|
| — |
|
|
| 90,335 |
|
August 29, 2021 to September 25, 2021 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 90,335 |
|
September 26, 2021 to October 30, 2021 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 90,335 |
|
October 31, 2021 to November 27, 2021 |
|
| 14 |
|
|
| 373.61 |
|
|
| — |
|
|
| 90,335 |
|
November 28, 2021 to December 25, 2021 |
|
| 29 |
|
|
| 211.63 |
|
|
| — |
|
|
| 90,335 |
|
Total |
|
| 433 |
|
| $ | 266.47 |
|
|
| — |
|
| $ | 90,335 |
|
29
Year Ended | ||||||||||||||||||||
Dec. 29 2018 | Dec. 29 2018 | Dec. 30 2017 (53 weeks) | Dec. 31 2016 | Dec. 26 2015 | ||||||||||||||||
(in thousands, except per share and net revenue per barrel data) | ||||||||||||||||||||
Income Statement Data: | ||||||||||||||||||||
Revenue | $ | 1,329,108 | $ | 1,057,495 | $ | 921,736 | $ | 968,994 | $ | 1,024,040 | ||||||||||
Less excise taxes | 79,284 | 61,846 | 58,744 | 62,548 | 64,106 | |||||||||||||||
Net revenue | 1,249,824 | 995,649 | 862,992 | 906,446 | 959,934 | |||||||||||||||
Cost of goods sold | 635,658 | 483,406 | 413,091 | 446,776 | 458,317 | |||||||||||||||
Gross profit | 614,166 | 512,243 | 449,901 | 459,670 | 501,617 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||
Advertising, promotional and selling expenses | 355,613 | 304,853 | 258,649 | 244,213 | 273,629 | |||||||||||||||
General and administrative expenses | 112,730 | 90,857 | 73,126 | 78,033 | 71,556 | |||||||||||||||
Impairment (gain on sale) of assets, net | 911 | 652 | 2,451 | (235 | ) | 258 | ||||||||||||||
Settlement proceeds | — | — | — | — | — | |||||||||||||||
Total operating expenses | 469,254 | 396,362 | 334,226 | 322,011 | 345,443 | |||||||||||||||
Operating income | 144,912 | 115,881 | 115,675 | 137,659 | 156,174 | |||||||||||||||
Other (expense) income, net | (542 | ) | 405 | 467 | (538 | ) | (1,164 | ) | ||||||||||||
Income before provision for income taxes | 144,370 | 116,286 | 116,142 | 137,121 | 155,010 | |||||||||||||||
Provision for income taxes | 34,329 | 23,623 | 17,093 | 49,772 | 56,596 | |||||||||||||||
Net income | $ | 110,041 | $ | 92,663 | $ | 99,049 | $ | 87,349 | $ | 98,414 | ||||||||||
Net income per share - basic | $ | 9.26 | $ | 7.90 | $ | 8.18 | $ | 6.93 | $ | 7.46 | ||||||||||
Net income per share - diluted | $ | 9.16 | $ | 7.82 | $ | 8.09 | $ | 6.79 | $ | 7.25 | ||||||||||
Weighted average shares outstanding - basic | 11,781 | 11,622 | 12,035 | 12,533 | 13,123 | |||||||||||||||
Weighted average shares outstanding - diluted | 11,908 | 11,734 | 12,180 | 12,796 | 13,520 | |||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Working capital | $ | 37,999 | $ | 111,057 | $ | 66,590 | $ | 99,719 | $ | 112,443 | ||||||||||
Total assets | $ | 1,054,057 | $ | 639,851 | $ | 569,624 | $ | 623,297 | $ | 645,400 | ||||||||||
Total long-term obligations | $ | 83,832 | $ | 59,020 | $ | 44,343 | $ | 75,196 | $ | 73,019 | ||||||||||
Total stockholders’ equity | $ | 735,636 | $ | 460,317 | $ | 423,523 | $ | 446,582 | $ | 461,221 | ||||||||||
Statistical Data: | ||||||||||||||||||||
Barrels sold | 5,307 | 4,286 | 3,768 | 4,019 | 4,256 | |||||||||||||||
Net revenue per barrel | $ | 235.51 | $ | 232.30 | $ | 229.05 | $ | 225.55 | $ | 225.55 |
Forward-Looking Statements
In this Form
Introduction
The Boston Beer Company is engaged in the business of producing and selling alcohol beverages primarily in the domestic market and, to a lesser extent, in selected international markets. The Company’s revenues are primarily derived by selling its beers, hard seltzers and hard cidersbeverages to Distributors, who in turn sell the products to retailers and drinkers. The Company completed
Most of the previously reported Dogfish Head Brewery transaction and began consolidating the Dogfish Head financial results on July 3, 2019.
During the year ended December 25, 2021, the market for hard seltzer products experienced decelerating growth trends, which resulted in the annual volume growth rate declining from 158% in 2020 to 13% in 2021. The slowdown in growth trends greatly impacted the Company's volume of which 19% is from Boston Beer legacy brandsproduction and 3% is fromshipments, as well as its projections for the additionfuture. The volume reduction resulted in several supply chain related costs recorded during the second half of Dogfish Head brands beginning July 3, 2019.
During the year ended December 25, 2021, the Company recorded excess and obsolete inventory reserves and other inventory related costs totaling $59.5 million related specifically to a decline in future volume projections, inclusive of estimated destruction costs of $6.1 million. The reserves were recorded for inventory that the Company believes will expire, not be used or otherwise offers no net realizable value to the Company based on its current volume and production forecasts. These reserves were recorded for the 6 weeks ended February 8, 2020 are estimated by the Company to have increased approximately 34% from the comparable weeks in 2019. Excluding the Dogfish Head impact, depletions increased 28%.
The Company intendshas several third-party production agreements in place to increase advertising, promotionalmeet the expected increased demand for Truly. Due to the volume slowdown, the Company determined that not all of these agreements are needed to meet adjusted expected demand. Several of these agreements included guaranteed payments and selling expensespayments for capital expenditures incurred by between $80 million and $90 million for the full year 2020, an increase from the previously communicated estimate of between $65 million and $75 million, which does not include any increases in freight costs for the shipment of products to its Distributors. The Company intends to increase its investment in its brands in 2020 commensurate with the opportunities for growththird-parties that it sees, but there is no guarantee that such increased investments will result in increased volumes. The Company estimates a full-year 2020Non-GAAPeffective tax rate of approximately 27%, excluding the impact of ASU2016-09.Non-GAAPearnings per diluted share andNon-GAAPeffective tax rate are not defined terms under U.S. generally accepted accounting principles (“GAAP”). TheseNon-GAAPmeasures should not be considered in isolation or as a substitute for diluted earnings per share and effective tax rate data prepared in accordance with GAAP, and may not be comparable to calculations of similarly titled measures by other companies. Management believes theseNon-GAAPmeasures provide meaningful and useful information to investors and analysts regarding our outlook and facilitate period to period comparisons of our forecasted financial performance.Non-GAAPearnings per diluted share andNon-GAAPeffective tax rate exclude the potential impact of ASU2016-09,which could be significant and will depend largely upon unpredictable future events outside the Company’s control, including the timing and value realized upon exercise of stock options versus the fair value of those options when granted. Therefore, because of the uncertainty and variability of the impact of ASU2016-09,unablestill obligated to provide, without unreasonable effort, a reconciliation of theseNon-GAAPmeasures on a forward-looking basis.
31
Due to the reduction in its capacity requirementsproduction volume projections, the Company evaluated its construction in progress capital projects to determine if the assets would generate future economic benefits and concluded that certain projects were impaired. During the year ended December 25, 2021 the Company recognized impairment expense of $12.7 million related to projects that will be cancelled due to the volume slowdown and a provision of $6.3 million for 2020 can be covered by its Company-owned breweriesamounts owed to third-parties under non-cancellable purchase orders for components of the cancelled projects which was recorded within contract termination costs and existing contracted capacity at third-party brewers.
The combined expense of $102.9 million recognized during the year ended December 25, 2021 for the above items contributed to the Company's decrease in operating income from the prior year.
Results of Operations
Year Ended December 28, 201925, 2021 Compared to Year Ended December 29, 2018
Year Ended (in thousands, except per barrel) | ||||||||||||||||||||||||||||||||||||
Dec. 28 2019 | Dec. 29 2018 | Amount change | % change | Per barrel change | ||||||||||||||||||||||||||||||||
Barrels sold | 5,307 | 4,286 | 1,021 | 23.8 | % | |||||||||||||||||||||||||||||||
Per barrel | % of net revenue | Per barrel | % of net revenue | |||||||||||||||||||||||||||||||||
Net revenue | $ | 1,249,824 | $ | 235.51 | 100.0 | % | $ | 995,649 | $ | 232.30 | 100.0 | % | $ | 254,175 | 25.5 | % | $ | 3.21 | ||||||||||||||||||
Cost of goods | 635,658 | 119.78 | 50.9 | % | 483,406 | 112.79 | 48.6 | % | 152,252 | 31.5 | % | 6.99 | ||||||||||||||||||||||||
Gross profit | 614,166 | 115.73 | 49.1 | % | 512,243 | 119.52 | 51.4 | % | 101,923 | 19.9 | % | (3.79 | ) | |||||||||||||||||||||||
Advertising, promotional and selling expenses | 355,613 | 67.01 | 28.5 | % | 304,853 | 71.13 | 30.6 | % | 50,760 | 16.7 | % | (4.12 | ) | |||||||||||||||||||||||
General and administrative expenses | 112,730 | 21.24 | 9.0 | % | 90,857 | 21.20 | 9.1 | % | 21,873 | 24.1 | % | 0.04 | ||||||||||||||||||||||||
Impairment of assets, net | 911 | 0.17 | 0.1 | % | 652 | 0.15 | 0.1 | % | 259 | 39.7 | % | 0.02 | ||||||||||||||||||||||||
Total operating expenses | 469,254 | 88.42 | 37.5 | % | 396,362 | 92.48 | 39.8 | % | 72,892 | 18.4 | % | (4.06 | ) | |||||||||||||||||||||||
Operating income | 144,912 | 27.31 | 11.6 | % | 115,881 | 27.04 | 11.6 | % | 29,031 | 25.1 | % | 0.27 | ||||||||||||||||||||||||
Other (expense) income, net | (542 | ) | (0.10 | ) | 0.0 | % | 405 | 0.09 | 0.0 | % | (947 | ) | -233.8 | % | (0.19 | ) | ||||||||||||||||||||
Income before provision for income taxes | 144,370 | 27.20 | 11.6 | % | 116,286 | 27.13 | 11.7 | % | 28,084 | 24.2 | % | 0.07 | ||||||||||||||||||||||||
Provision for income taxes | 34,329 | 6.47 | 2.7 | % | 23,623 | 5.51 | 2.4 | % | 10,706 | 45.3 | % | 0.96 | ||||||||||||||||||||||||
Net income | $ | 110,041 | $ | 20.74 | 8.8 | % | $ | 92,663 | $ | 21.62 | 9.3 | % | $ | 17,378 | 18.8 | % | $ | (0.88 | ) | |||||||||||||||||
|
| Year Ended |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
|
| Dec. 25 |
|
| Dec. 26 |
|
| Amount |
|
| % change |
|
| Per barrel |
| |||||||||||||||||||||
Barrels sold |
|
|
|
|
| 8,504 |
|
|
|
|
|
|
|
|
| 7,368 |
|
|
|
|
|
| 1,135 |
|
|
| 15.4 | % |
|
|
| |||||
|
|
|
|
| Per barrel |
|
| % of net |
|
|
|
|
| Per barrel |
|
| % of net |
|
|
|
|
|
|
|
|
|
| |||||||||
Net revenue |
| $ | 2,057,622 |
|
| $ | 241.97 |
|
|
| 100.0 | % |
| $ | 1,736,432 |
|
| $ | 235.67 |
|
|
| 100.0 | % |
| $ | 321,190 |
|
|
| 18.5 | % |
| $ | 6.31 |
|
Cost of goods |
|
| 1,259,830 |
|
|
| 148.15 |
|
|
| 61.2 | % |
|
| 921,980 |
|
|
| 125.13 |
|
|
| 53.1 | % |
|
| 337,850 |
|
|
| 36.6 | % |
|
| 23.02 |
|
Gross profit |
|
| 797,792 |
|
|
| 93.82 |
|
|
| 38.8 | % |
|
| 814,452 |
|
|
| 110.54 |
|
|
| 46.9 | % |
|
| (16,660 | ) |
|
| (2.0 | )% |
|
| (16.72 | ) |
Advertising, promotional and selling |
|
| 606,994 |
|
|
| 71.38 |
|
|
| 29.5 | % |
|
| 447,568 |
|
|
| 60.74 |
|
|
| 25.8 | % |
|
| 159,426 |
|
|
| 35.6 | % |
|
| 10.64 |
|
General and administrative |
|
| 133,624 |
|
|
| 15.71 |
|
|
| 6.5 | % |
|
| 118,211 |
|
|
| 16.04 |
|
|
| 6.8 | % |
|
| 15,413 |
|
|
| 13.0 | % |
|
| (0.33 | ) |
Contract termination costs and other |
|
| 30,678 |
|
|
| 3.61 |
|
|
| 1.5 | % |
|
| — |
|
|
| — |
|
|
| 0.0 | % |
|
| 30,678 |
|
|
| 100.0 | % |
|
| 3.61 |
|
Impairment of assets |
|
| 18,499 |
|
|
| 2.18 |
|
|
| 0.9 | % |
|
| 4,466 |
|
|
| 0.61 |
|
|
| 0.3 | % |
|
| 14,033 |
|
|
| 314.2 | % |
|
| 1.57 |
|
Total operating expenses |
|
| 789,795 |
|
|
| 92.88 |
|
|
| 38.4 | % |
|
| 570,245 |
|
|
| 77.39 |
|
|
| 32.8 | % |
|
| 219,550 |
|
|
| 38.5 | % |
|
| 15.49 |
|
Operating income |
|
| 7,997 |
|
|
| 0.94 |
|
|
| 0.4 | % |
|
| 244,207 |
|
|
| 33.14 |
|
|
| 14.1 | % |
|
| (236,210 | ) |
|
| (96.7 | )% |
|
| (32.20 | ) |
Other (expense) income, net |
|
| (1,088 | ) |
|
| (0.13 | ) |
|
| (0.1 | )% |
|
| 23 |
|
|
| 0.00 |
|
|
| 0.0 | % |
|
| (1,111 | ) |
|
| (4830.4 | )% |
|
| (0.13 | ) |
Income before provision for income taxes |
|
| 6,909 |
|
|
| 0.81 |
|
|
| 0.3 | % |
|
| 244,230 |
|
|
| 33.15 |
|
|
| 14.1 | % |
|
| (237,321 | ) |
|
| (97.2 | )% |
|
| (32.33 | ) |
Income tax (benefit) provision |
|
| (7,644 | ) |
|
| (0.90 | ) |
|
| (0.4 | )% |
|
| 52,270 |
|
|
| 7.09 |
|
|
| 3.0 | % |
|
| (59,914 | ) |
|
| (114.6 | )% |
|
| (7.99 | ) |
Net income |
| $ | 14,553 |
|
| $ | 1.71 |
|
|
| 0.7 | % |
| $ | 191,960 |
|
| $ | 26.05 |
|
|
| 11.1 | % |
| $ | (177,407 | ) |
|
| (92.4 | )% |
| $ | (24.34 | ) |
Slowdown of Hard Seltzer Category Impact. The results for the year ended December 25, 2021 include direct costs resulting from the slowdown of the hard seltzer category of $102.9 million, before the related tax benefit. These costs include inventory obsolescence, estimated destruction costs and other inventory related costs of $59.5 million, contract termination costs primarily for excess third-party contract production of $30.7 million and construction in progress impairments of $12.7 million. The total direct costs of $102.9 million have been recorded in financial statements for the year ended December 25, 2021 as a $59.5 million increase in cost of goods sold, $30.7 million in contract termination fees and $12.7 million in impairments of assets.
In addition, the results for the year ended December 25, 2021 include indirect costs resulting from the slowdown of the hard seltzer category of $93.5 million, before the related tax benefit. These costs include unfavorable absorption impacts at Company-owned breweries and downtime charges at third party breweries of $38.8 million, increased raw materials sourcing and warehousing costs of $28.0 million and provisions for out of code or damaged products of $19.7 million and other costs of $7.0 million. The total costs of $93.5 million have been recorded in financial statements for the year ended December 25, 2021 as a $16.1 million reduction in net revenue and a $77.4 million increase in cost of goods sold.
Net revenue.
Volume.
32
Depletions, or sales by Distributors to retailers, of the Company’s products for the year ended December 28, 201925, 2021 increased by approximately 22% compared to the prior year, primarily due to increases in depletions of the Company’s Truly Hard Seltzer, and Twisted Tea, brandsSamuel Adams and the addition of the Dogfish Head brands, partially offset by decreases in its Samuel Adams and Angry Orchard brands.
Net Revenue per barrel.
Cost of goods sold.
Gross profit.
The Company includes freight charges related to the movement of finished goods from manufacturing locations to Distributor locations in its advertising, promotional and selling expense line item. As such, the Company’s gross margins may not be comparable to other entities that classify costs related to distribution differently.
Advertising, promotional and selling.
Advertising, promotional and selling expenses were 28.5%29.5% of net revenue, or $67.01$71.38 per barrel, for the year ended December 28, 2019,25, 2021, as compared to 30.6%25.8% of net revenue, or $71.13$60.74 per barrel, for the year ended December 29, 2018.26, 2020. The Company will invest in advertising and promotional campaigns that it believes are effective, but there is no guarantee that such investment will generate sales growth.
The Company conducts certain advertising and promotional activities in its Distributors’ markets, and the Distributors make contributions to the Company for such efforts. These amounts are included in the Company’s statement of operations as reductions to advertising, promotional and selling expenses. Historically, contributions from Distributors for advertising and promotional activities have amounted to between 2% and 3% of net sales. The Company may adjust its promotional efforts in the Distributors’ markets, if changes occur in these promotional contribution arrangements, depending on the industry and market conditions.
General and administrative.
Impairment of assets.
Stock-based compensation expense.
Provision for income taxes.
33
activity recorded in accordance with ASU 2016-09 and the impact of tax accounting method changes.
Liquidity and Capital Resources
The Company’s primary sources of liquidity are its existing cash balances, cash flows from operating activities and amounts available under its revolving credit facility. The Company’s material cash requirements include working capital needs, satisfaction of contractual commitments, and investment in the Company’s business through capital expenditures.
Cash and cash equivalents and restricted cash decreased to $36.7$66.3 million as of December 28, 201925, 2021 from $108.4$163.3 million as of December 29, 2018,26, 2020, reflecting cash used for the Dogfish Head Brewery Transaction and purchases of property, plant and equipment and payment of tax withholding on stock-based payment awards and investment shares, partially offset by cash provided by operating activities and financing activities.
Cash provided by or used in operating activities consists of net income, adjusted for certain
Cash provided by operating activities increaseddecreased from $163.4$253.4 million in 20182020 to $178.2$56.3 million in 20192021 principally as a result of lower net income due to the slowdown of the hard seltzer market and increases in shipments and operating income partially offset by higher investments in working capital, particularly higher inventory to support increased demand.
Cash used $258.8 million in investing activities during 2019,increased from $139.1 million in 2020 to $146.6 million in 2021, primarily as compared to $55.3 million during 2018. Investing activities in 2019 primarily consisteda result of $165.5 million of investment in Dogfish Head, net of cash acquired, and capital investments made mostly in the Company’s breweries to increase capacity, drive efficiencies and cost reductions, and support product innovation and future growth.
Cash used by financing activities was $6.6 million during 2021, as compared to $12.3 million provided by financing activities was $8.9during 2020. The $19.0 million during 2019, as compared to $65.3 million used in financing activities during 2018. The $74.2 million increasedecrease in cash provided by financing activities in 20192021 from 20182020 is primarily due to a decrease in stock repurchases under the Company’s Stock Repurchase Programhigher payment of tax withholding on stock-based payment awards and an increase in proceeds from the exercise of stock options.
In 1998, the Board of Directors authorized management to implement a stock repurchase program. During the year ended December 28, 2019,25, 2021, the Company did not repurchase any shares of its Class A Common Stock under the stock repurchase program. As of December 28, 2019,25, 2021, the Company had repurchased a cumulative total of approximately 13.8 million shares of its Class A Common Stock for an aggregate purchase price of $840.7 million. From December 29, 201926, 2021 through February 14, 2020,18, 2022, the Company did not repurchase any shares of its Class A Common Stock. The Company has approximately $90.3 million remaining on the $931.0 million stock repurchase expenditure limit set by the Board of Directors.
The Company’s $150.0 million credit facility has a term not scheduled to expire until March 31, 2023. As of the date of this filing, the Company was not in violation of any of its covenants to the lender under the credit facility and there were no amounts outstandinghas drawn $20.0 million under the credit facility, which it anticipates repaying during its second fiscal quarter. See Note L of the Notes to Consolidated Financial Statements for further information regarding the Company’s revolving credit facility.
The Company believes that its cash balance as of December 25, 2021 of $26.8 million, along with future cash flows from operations, amounts available under the Company’s existing revolving line of credit, and the Company’s ability to obtain future external financing, will be sufficient to fund the Company’s cash requirements for the next 12 months and in the longer term.
Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with U.S. generally accepted
34
assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from the Company’s estimates if past experience or other assumptions do not turn out to be substantially accurate.
Provision for Excess or Expired Inventory
The provisions for excess or expired inventory are based on management’s estimates of forecasted usage of inventories on hand and under contract.hand. Forecasting usage involves significant judgments regarding future demand for the Company’s various existing products and products under development as well as the potency and shelf-life of various ingredients.ingredients and finished goods. A significant change in the timing or level of demand for certain products as compared to forecasted amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on its inventory. Provision for excess or expired inventory included in cost of goods sold was $8.1$62.6 million, $4.2$11.3 million and $5.8$8.1 million in fiscal years 2021, 2020 and 2019, 2018 and 2017, respectively.
Valuation of Property, Plant and Equipment
The carrying value of property, plant and equipment, net of accumulated depreciation, at December 28, 201925, 2021 was $430.6$664.8 million. For purposes of determining whether there are any impairment losses, as further discussed below, management has historically examined the carrying value of the Company’s identifiable long-lived assets, including their useful lives, semi-annually, or more frequently when indicators of impairment are present. Evaluations of whether indicators of impairment exist involve judgments regarding the current and future business environment and the length of time the Company intends to use the asset. If an impairment loss is identified based on the fair value of the asset, as compared to the carrying value of the asset, such loss would be charged to expense in the period the impairment is identified. Furthermore, if the review of the carrying values of the long-lived assets indicates impairment of such assets, the Company may determine that shorter estimated useful lives are more appropriate. In that event, the Company will be required to record additional depreciation in future periods, which will reduce earnings. Estimating the amount of impairment, if any, requires significant judgments including identification of potential impairments, market comparison to similar assets, estimated cash flows to be generated by the asset, discount rates, and the remaining useful life of the asset.asset, and the usefulness of the asset in consideration of future business plans. Impairment of assets included in operating expenses was $0.9$18.5 million, $0.7$4.4 million and $2.5$0.9 million in fiscal years 2021, 2020 and 2019, 2018 and 2017, respectively.
Factors generally considered important which could trigger an impairment review on the carrying value of long-lived assets include the following: (1) significant underperformance relative to historical or projected future operating results; (2) significant changes in the manner of use of acquired assets or the strategy for the Company’s overall business; (3) underutilization of assets; and (4) discontinuance of products by the Company or its customers. The Company believes that the carrying value of its long-lived assets was realizable as of December 28, 2019 and December 29, 2018.
Valuation of Goodwill and Indefinite Lived Intangible Assets
The Company has recorded intangible assets with indefinite lives and goodwill for which impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be
35
The Company’s otherannual intangible asset impairment evaluation analysis conducted at the end of fiscal August indicated that the fair value of the intangible assets was greater than the carrying value and there was no impairment to record during 2021. The Company’s intangible assets consist primarily of a trademark and customer relationships and a trademark obtained through the Company’s Dogfish Head acquisition. Customer relationships are amortized over their estimated useful lives. The Dogfish Head trademark which was determined to have an indefinite useful life is not amortized. The guidance for indefinite lived intangible asset impairment testing allows an entity to assess qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the indefinite lived intangible asset is impaired or to proceed directly to performing the quantitative impairment test. Under the quantitative assessment, the trademark is evaluated for impairment by comparing the carrying value of the trademark to its estimated fair value. The estimated fair value of the trademark is calculated based on an income approach using the relief from royalty method. The estimate of fair value is then compared to the carrying value the trademark. If the estimated fair value is less than the carrying value of the trademark, then an impairment charge is recognized to reduce the carrying value of the trademark to its estimated fair value.
The fair value
The Company’s third quarter 2021 impairment evaluation assumes the pandemic’s impact on revenues will continue to change as a resultabate during fiscal 2022 and significantly improve by the second half of changing market conditions.fiscal 2022. If these estimates or theirthe estimates related to new product lines and related assumptions change in the future, the Company may be required to recognize an impairment loss for these assets. The recognition of any resulting impairment lossthe Dogfish Head trademark which could have a material adverse impact on the Company’s financial statements.
The Company completed its acquisition of Dogfish Head Brewery and various related operations (the “Transaction”), through the acquisition of all of the equity interests held by certain private entitiesperformed a sensitivity analysis on our significant assumptions used in Off-CenteredWay LLC, the parent holding company of the Dogfish Head Brewery operations. Dogfish Head resultstrademark fair value calculation, each of operations have been includedwhich we determined to be reasonable, and determined the following:
Revenue Recognition and Classification of Customer Programs and Incentives
The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. As of December 28, 201925, 2021 and December 29, 2018,26, 2020, the Company has deferred $7.0$8.0 million and $4.6$13.5 million, respectively in revenue related to product shipped prior to these dates. These amounts are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.
The Company is committed to maintaining the freshness of the product in the market. In certain circumstances and with the Company’s approval, the Company accepts and destroys stale beer that is returned by Distributors. The Company generally credits approximately fifty percent of the distributor’s cost of the beer that has passed its expiration date for freshness when it is returned to the Company or destroyed. The Company reduces revenue and establishes an accrual based upon both historical returns, which is applied to an estimated lag time for receipt of product, and knowledge of specific return transactions. Estimating this reserve involves significant judgments and estimates, including comparability of historical
36
return trends to future trends, lag time from date of sale to date of return, and product mix of returns. Stale beer expense is reflected in the accompanying financial statements as a reduction of revenue. Historically, the cost of actual stale beer returns has been in line with established reserves, however, the cost could differ materially from the estimated reserve which would impact revenue. As of December 28, 201925, 2021 and December 29, 2018,26, 2020, the stale beer reserve was $1.8$6.0 million and $2.1$3.1 million, respectively.
Customer programs and incentives are a common practice in the alcohol beverage industry. Amounts paid in connection with customer programs and incentives are recorded as reductions to net revenue or as advertising, promotional and selling expenses, based on the nature of the expenditure. Customer incentives and other payments made to Distributors are primarily based upon performance of certain marketing and advertising activities. Depending on applicable state laws and regulations, these activities promoting the Company’s products may include, but are not limited to$75.2$126.1 million, $55.5$85.0 million and $51.8$75.2 million in fiscal year 2019, 20182021, 2020 and 2017,2019, respectively. Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred.
Customer promotional discount programs are entered into with Distributors for certain periods of time. Amounts paid to Distributors in connection with these programs in fiscal years 2021, 2020 and 2019 2018 and 2017 were $43.9$72.7 million, $34.5$59.3 million and $30.2$43.9 million, respectively. The reimbursements for discounts to Distributors are recorded as reductions to net revenue. The agreed-upon discount rates are applied to certain Distributors’ sales to retailers, based on volume metrics, in order to determine the total discounted amount. The computation of the discount allowance requires that management make certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recorded. Actual promotional discounts owed and paid have historically been in line with allowances recorded by the Company, however, the amounts could differ from the estimated allowance.
Customer incentives and other payments are made primarily to Distributors based upon performance of certain marketing and advertising activities. Depending on applicable state laws and regulations, these activities promoting the Company’s products may include, but are not limited to2018 and 2017 were $31.2$53.4 million, $21.0$25.7 million and $21.6$31.2 million, respectively. In fiscal 2019, 20182021, 2020 and 2017,2019, the Company recorded certain of these costs in the total amount of $21.6$42.0 million, $13.9$23.1 million, and $15.3$21.6 million, respectively, as reductions to net revenue. Costs recognized in net revenues include, but are not limited to, promotional discounts, sales incentives and certain other promotional activities. Costs recognized in advertising, promotional and selling expenses include point of sale materials, samples and media advertising expenditures in local markets. These costs are recorded as incurred, generally when invoices are received; however certain estimates are required at period end. Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred.
In connection with its preparation of financial statements and other financial reporting, management is required to make certain estimates and assumptions regarding the amount, timing and classification of expenditures resulting from these activities. Actual expenditures incurred could differ from management’s estimates and assumptions.
Stock-Based Compensation
The Company accounts for share-based awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), which generally requires recognition of share-based compensation costs in financial statements based on fair value. Compensation cost is recognized over the period during which an employee is required to provide services in exchange for the award (the requisite service period). The amount of compensation cost recognized in the consolidated statements of comprehensive income is based on the awards ultimately expected to vest, and therefore, reduced for estimated forfeitures. Stock-based compensation was $12.3$18.6 million, $10.0$15.3 million and $6.3$12.3 million in fiscal years 2021, 2020 and 2019, 2018 and 2017, respectively.
As permitted by ASC 718, the Company elected to use a lattice model, such as the trinomial option-pricing model, to estimate the fair values of stock options..options. All option-pricing models require the input of subjective assumptions. These assumptions include the estimated volatility of the Company’s common stock price over the expected term, the expected dividend rate, the estimated post-vesting forfeiture rate, the risk-free interest rate and expected exercise behavior. See Note LN of the Notes to Consolidated Financial Statements for further discussion of the application of the option-pricing models.
37
In addition, an estimated
Business Environment
The alcoholic beverage industry is highly regulated at the federal, state and local levels. The TTB and the Justice Department’s Bureau of Alcohol, Tobacco, Firearms and Explosives enforce laws under the Federal Alcohol Administration Act. The TTB is responsible for administering and enforcing excise tax laws that directly affect the Company’s results of operations. State and regulatory authorities have the ability to suspend or revoke the Company’s licenses and permits or impose substantial fines for violations. The Company has established strict policies, procedures and guidelines in efforts to ensure compliance with all applicable state and federal laws. However, the loss or revocation of any existing license or permit could have a material adverse effect on the Company’s business, results of operations, cash flows and financial position.
The High End category within the United States is highly competitive due to large domestic and international brewers and the increasing number of craft brewers in this category who distribute similar products that have similar pricing and target drinkers. The Company believes that its pricing is appropriate given the quality and reputation of its brands, while realizing that economic pricing pressures may affect future pricing levels. Large domestic and international brewers are able to compete more aggressively than the Company, as they have substantially greater resources, marketing strength and distribution networks than the Company. The Company anticipates competition among domestic craft brewers will remain strong, as the number of craft brewers continues to grow. The Company also increasingly competes with wine and spirits companies, some of which have significantly greater resources than the Company. This competitive environment may affect the Company’s overall performance within the High End category. As the market matures and the High End category continues to consolidate, the Company believes that companies that are well-positioned in terms of brand equity, marketing and distribution will have greater success than those who do not. With its over 400 Distributors nationwide and the Company’s sales force of approximately 426520 people, as well as a commitment to maintaining its innovation capability, brand equity and quality, the Company believes it is well positioned to compete in the High End Beer category.
Item 7A. Quantitative and Uncertainties
In the ordinary course of business, the Company is exposed to the impact of fluctuations in foreign exchange rates. The Company does not enter into derivatives or other market risk sensitive instruments for the purpose of speculation or for trading purposes. Market risk sensitive instruments include derivative financial instruments, other financial instruments and derivative commodity instruments, such as futures, forwards, swaps and options, that are exposed to rate or price changes.
The Company enters into hops purchase contracts, as described in Note JL of the Notes to Consolidated Financial Statements, and makes purchases of other ingredients, equipment and machinery denominated in foreign currencies. The cost of these commitments changes as foreign exchange rates fluctuate. Currently, it is not the Company’s policy to hedge against foreign currency fluctuations.
The interest rate for borrowings under the Company’s credit facility is based on either (i) the Alternative Prime Rate (4.75%(3.25% at December 28, 2019)25, 2021) or (ii) the applicable LIBOR rate (1.75%(0.09% at December 28, 2019)25, 2021) plus 0.45%, and therefore, subjects the Company to fluctuations in such rates. As of December 28, 2019,25, 2021, the Company had no amounts outstanding under its current line of credit.
Sensitivity Analysis
The Company applies a sensitivity analysis to reflect the impact of a 10% hypothetical adverse change in the foreign currency rates. A potential adverse fluctuation in foreign currency exchange rates could negatively impact future cash flows by approximately $3.8$2.1 million as of December 28, 2019.
There are many economic factors that can affect volatility in foreign exchange rates. As such factors cannot be predicted, the actual impact on earnings due to an adverse change in the respective rates could vary substantially from the amounts calculated above.
Item 8. Financial Statements and Supplementary Data
38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of
The Boston Beer Company, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Boston Beer Company, Inc. and subsidiaries (the “Company”"Company") as of December 28, 201925, 2021 and December 29, 2018 and26, 2020, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows, for each of the three fiscal years in the period ended December 28, 2019,25, 2021, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of The Boston Beer Company, Inc. and subsidiaries as of December 28, 201925, 2021 and December 29, 201826,2020, and the results of its operations and its cash flows for each of the three fiscal years in the period ended December 28, 2019,25, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sCompany's internal control over financial reporting as of December 28, 2019,25, 2021, based on criteria established in19, 2020,22, 2022, expressed an unqualified opinion on the Company’sCompany's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit mattermatters communicated below is a matterare matters arising from the current-period audit of the financial statements that waswere communicated or required to be communicated to the audit committee and that (1) relatesrelate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
Dogfish Head BreweryBrand Name Intangible — Refer to Note CNotes B and I to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of Dogfish Head Brewery for total consideration of $336 million on July 3, 2019. The Company accounted for this transaction under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated, on a preliminary basis, to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $102.3 million and resulting goodwill of $108.8 million. Of the identified intangible assets acquired, the most significant is a brandhas an indefinite lived intangible asset consisting of $98.5 millionthe Dogfish Head Brand Name (the “Dogfish Head brand trade name”“brand intangible asset”). The Company estimatedAs of December 25, 2021, the carrying value of the brand intangible asset was $98.5 million. Management estimates the fair value of the Dogfish Head brand trade nameintangible asset annually on its elected assessment date which is the last day of the Company’s August fiscal month, or more often if impairment indicators are present, using the relief-from-royalty method, which is a specific applicationdiscounted cash flow method. The results of the discounted-cash-flow-method that requiredimpairment test indicated the estimated fair value of the brand intangible asset was in excess of the carrying value, and accordingly, no impairment existed. The determination of fair value requires management to make significant estimates and assumptions related to forecasts of revenue growth projections,forecasted revenues, including growth rates, for a10-yeartime period, royalty rates,rate, and discount rates, and methodologies utilized inrate used to estimate the valuation models.
39
We identified the Dogfish Headvaluation of the brand trade name for Dogfish Head Breweryintangible asset as a critical audit matter because of the significant estimatesjudgments and assumptions management made tomakes in estimating the fair value this asset for purposes of recording the acquisition.brand intangible asset. This required a high degree of auditor judgment and an increased extent of effort, when performing audit procedures, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future revenue, specifically the long-term growthforecasted revenues, royalty rate as well as the selection of the royalty rates,and discount rates and methodologies utilized in the valuation models.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to forecasts of revenue growth projections, the selection of theforecasted revenues, royalty rates,rate and discount rates, as well as the methodologiesrate utilized in the valuation models formodel in estimating the Dogfish Headfair value of the brand trade name intangible asset included the following, among others:
•
•
•
•
Reserve for Excess or Expired Inventory — Refer to Notes B, C, and E to the financial statements
Critical Audit Matter Description
Inventories are valued at the lower of cost or net realizable value. The inventory balance is recorded net of a reserve for excess or expired inventory. The Company’s reserve for excess or expired inventory as of December 25, 2021 was $43.1 million. If the Company’s estimate results in an inventory value below the cost, an allowance is recorded to reduce the carrying value of such inventories to net realizable value through a charge to cost of goods sold. The determination of the amount of excess or expired inventory requires management to make significant estimates and assumptions related to forecasts of future demand for the Company’s products, shelf-life of various ingredients and finished goods.
We identified the reserve for excess or expired inventory as a critical audit matter because of the extent of audit judgment and effort required to evaluate management’s estimate and assumptions due to the subjective nature of the estimates described above.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the reserve for excess or expired inventory, included the following, among others:
•
40
/s/ Deloitte & Touche LLP |
Boston, Massachusetts |
February |
We have served as the Company’s auditor since 2015.
41
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
Year Ended | ||||||||||||
December 28, | December 29, | December 30, | ||||||||||
2019 | 2018 | 2017 | ||||||||||
Revenue | $ | 1,329,108 | $ | 1,057,495 | $ | 921,736 | ||||||
Less excise taxes | 79,284 | 61,846 | 58,744 | |||||||||
Net revenue | 1,249,824 | 995,649 | 862,992 | |||||||||
Cost of goods sold | 635,658 | 483,406 | 413,091 | |||||||||
Gross profit | 614,166 | 512,243 | 449,901 | |||||||||
Operating expenses: | ||||||||||||
Advertising, promotional and selling expenses | 355,613 | 304,853 | 258,649 | |||||||||
General and administrative expenses | 112,730 | 90,857 | 73,126 | |||||||||
Impairment of assets | 911 | 652 | 2,451 | |||||||||
Total operating expenses | 469,254 | 396,362 | 334,226 | |||||||||
Operating income | 144,912 | 115,881 | 115,675 | |||||||||
Other (expense) income, net: | ||||||||||||
Interest income | 647 | 1,292 | 549 | |||||||||
Other expense, net | (1,189 | ) | (887 | ) | (82 | ) | ||||||
Total other (expense) income, net | (542 | ) | 405 | 467 | ||||||||
Income before provision for income tax | 144,370 | 116,286 | 116,142 | |||||||||
Provision for income taxes | 34,329 | 23,623 | 17,093 | |||||||||
Net income | $ | 110,041 | $ | 92,663 | $ | 99,049 | ||||||
Net income per common share - basic | $ | 9.26 | $ | 7.90 | $ | 8.18 | ||||||
Net income per common share - diluted | $ | 9.16 | $ | 7.82 | $ | 8.09 | ||||||
Weighted-average number of common shares - Class A basic | 8,908 | 8,620 | 8,933 | |||||||||
Weighted-average number of common shares - Class B basic | 2,873 | 3,002 | 3,102 | |||||||||
Weighted-average number of common shares - diluted | 11,908 | 11,734 | 12,180 | |||||||||
Net income | $ | 110,041 | $ | 92,663 | $ | 99,049 | ||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||
Currency translation adjustment | 47 | 25 | 17 | |||||||||
Defined benefit plans liability adjustment | (519 | ) | 277 | (202 | ) | |||||||
Impact of ASU 2018-02 | — | (211 | ) | — | ||||||||
Total other comprehensive (loss) income, net of tax: | (472 | ) | 91 | (185 | ) | |||||||
Comprehensive income | $ | 109,569 | $ | 92,754 | $ | 98,864 | ||||||
|
| Year Ended |
| |||||||||
|
| December 25, |
|
| December 26, |
|
| December 28, 2019 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Revenue |
| $ | 2,196,650 |
|
| $ | 1,851,813 |
|
| $ | 1,329,108 |
|
Less excise taxes |
|
| 139,028 |
|
|
| 115,381 |
|
|
| 79,284 |
|
Net revenue |
|
| 2,057,622 |
|
|
| 1,736,432 |
|
|
| 1,249,824 |
|
Cost of goods sold |
|
| 1,259,830 |
|
|
| 921,980 |
|
|
| 635,658 |
|
Gross profit |
|
| 797,792 |
|
|
| 814,452 |
|
|
| 614,166 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
| |||
Advertising, promotional and selling expenses |
|
| 606,994 |
|
|
| 447,568 |
|
|
| 355,613 |
|
General and administrative expenses |
|
| 133,624 |
|
|
| 118,211 |
|
|
| 112,730 |
|
Contract termination costs and other |
|
| 30,678 |
|
|
| — |
|
|
| — |
|
Impairment of assets |
|
| 18,499 |
|
|
| 4,466 |
|
|
| 911 |
|
Total operating expenses |
|
| 789,795 |
|
|
| 570,245 |
|
|
| 469,254 |
|
Operating income |
|
| 7,997 |
|
|
| 244,207 |
|
|
| 144,912 |
|
Other (expense) income: |
|
|
|
|
|
|
|
|
| |||
Interest (expense) income, net |
|
| (110 | ) |
|
| (199 | ) |
|
| 647 |
|
Other (expense) income, net |
|
| (978 | ) |
|
| 222 |
|
|
| (1,189 | ) |
Total other (expense) income, net |
|
| (1,088 | ) |
|
| 23 |
|
|
| (542 | ) |
Income before income tax (benefit) provision |
|
| 6,909 |
|
|
| 244,230 |
|
|
| 144,370 |
|
Income tax (benefit) provision |
|
| (7,644 | ) |
|
| 52,270 |
|
|
| 34,329 |
|
Net income |
| $ | 14,553 |
|
| $ | 191,960 |
|
| $ | 110,041 |
|
Net income per common share - basic |
| $ | 1.19 |
|
| $ | 15.73 |
|
| $ | 9.26 |
|
Net income per common share - diluted |
| $ | 1.17 |
|
| $ | 15.53 |
|
| $ | 9.16 |
|
Weighted-average number of common shares - basic |
|
| 12,280 |
|
|
| 12,204 |
|
|
| 11,886 |
|
Weighted-average number of common shares - diluted |
|
| 12,436 |
|
|
| 12,283 |
|
|
| 11,908 |
|
Net income |
| $ | 14,553 |
|
| $ | 191,960 |
|
| $ | 110,041 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
| |||
Foreign currency translation adjustment |
|
| (32 | ) |
|
| 25 |
|
|
| 47 |
|
Defined benefit plans liability adjustment |
|
| 90 |
|
|
| 1,392 |
|
|
| (519 | ) |
Total other comprehensive income (loss), net of tax |
|
| 58 |
|
|
| 1,417 |
|
|
| (472 | ) |
Comprehensive income |
| $ | 14,611 |
|
| $ | 193,377 |
|
| $ | 109,569 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 28, | December 29, | |||||||
2019 | 2018 | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 36,670 | $ | 108,399 | ||||
Accounts receivable | 54,404 | 34,073 | ||||||
Inventories | 106,038 | 70,249 | ||||||
Prepaid expenses and other current assets | 12,077 | 13,136 | ||||||
Income tax receivable | 9,459 | 5,714 | ||||||
Total current assets | 218,648 | 231,571 | ||||||
Property, plant and equipment, net | 541,068 | 389,789 | ||||||
Operating right-of-use assets | 53,758 | — | ||||||
Goodwill | 112,529 | 3,683 | ||||||
Intangible assets | 104,272 | 2,099 | ||||||
Other assets | 23,782 | 12,709 | ||||||
Total assets | $ | 1,054,057 | $ | 639,851 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 76,374 | $ | 47,102 | ||||
Accrued expenses and other current liabilities | 99,107 | 73,412 | ||||||
Current operating lease liabilities | 5,168 | — | ||||||
Total current liabilities | 180,649 | 120,514 | ||||||
Deferred income taxes | 75,010 | 49,169 | ||||||
Non-current operating lease liabilities | 53,940 | — | ||||||
Other liabilities | 8,822 | 9,851 | ||||||
Total liabilities | 318,421 | 179,534 | ||||||
Commitments and Contingencies | ||||||||
Stockholders’ Equity: | ||||||||
Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 9,370,526 and 8,580,593 shares issued and outstanding as of December 28, 2019 and December 29, 2018, respectively | 94 | 86 | ||||||
Class and 29 , 2018 , | 27 | 29 | ||||||
Additional paid-in capital | 571,784 | 405,711 | ||||||
Accumulated other comprehensive loss, net of tax | (1,669 | ) | (1,197 | ) | ||||
Retained earnings | 165,400 | 55,688 | ||||||
Total stockholders’ equity | 735,636 | 460,317 | ||||||
Total liabilities and stockholders’ equity | $ | 1,054,057 | $ | 639,851 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
|
| December 25, |
|
| December 26, |
| ||
|
|
|
|
|
|
| ||
Assets |
|
|
|
|
|
| ||
Current Assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 26,853 |
|
| $ | 163,282 |
|
Restricted cash |
|
| 39,468 |
|
|
| - |
|
Accounts receivable |
|
| 55,022 |
|
|
| 78,358 |
|
Inventories |
|
| 149,118 |
|
|
| 130,910 |
|
Prepaid expenses and other current assets |
|
| 21,462 |
|
|
| 30,230 |
|
Income tax receivable |
|
| 53,418 |
|
|
| 10,393 |
|
Total current assets |
|
| 345,341 |
|
|
| 413,173 |
|
Property, plant and equipment, net |
|
| 664,815 |
|
|
| 623,083 |
|
Operating right-of-use assets |
|
| 52,774 |
|
|
| 58,483 |
|
Goodwill |
|
| 112,529 |
|
|
| 112,529 |
|
Intangible assets |
|
| 103,677 |
|
|
| 103,930 |
|
Third-party production prepayments |
|
| 88,294 |
|
|
| 56,843 |
|
Other assets |
|
| 19,354 |
|
|
| 10,784 |
|
Total assets |
| $ | 1,386,784 |
|
| $ | 1,378,825 |
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
| ||
Current Liabilities: |
|
|
|
|
|
| ||
Accounts payable |
| $ | 85,920 |
|
| $ | 121,647 |
|
Accrued expenses and other current liabilities |
|
| 161,552 |
|
|
| 129,544 |
|
Current operating lease liabilities |
|
| 7,634 |
|
|
| 8,232 |
|
Total current liabilities |
|
| 255,106 |
|
|
| 259,423 |
|
Deferred income taxes, net |
|
| 87,495 |
|
|
| 92,665 |
|
Non-current operating lease liabilities |
|
| 53,849 |
|
|
| 59,171 |
|
Other liabilities |
|
| 6,925 |
|
|
| 10,599 |
|
Total liabilities |
|
| 403,375 |
|
|
| 421,858 |
|
Commitments and Contingencies (See Note N) |
|
|
|
|
|
| ||
Stockholders' Equity: |
|
|
|
|
|
| ||
Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 10,183,801 |
|
| 102 |
|
|
| 100 |
|
Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 2,068,000 |
|
| 21 |
|
|
| 22 |
|
Additional paid-in capital |
|
| 611,622 |
|
|
| 599,737 |
|
Accumulated other comprehensive loss |
|
| (194 | ) |
|
| (252 | ) |
Retained earnings |
|
| 371,858 |
|
|
| 357,360 |
|
Total stockholders' equity |
|
| 983,409 |
|
|
| 956,967 |
|
Total liabilities and stockholders' equity |
| $ | 1,386,784 |
|
| $ | 1,378,825 |
|
43
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended December 28, 2019,25, 2021, December 29, 2018,26, 2020, and December 30, 2017
(in thousands)
Class A Common Shares | Class A Common Stock, Par | Class B Common Shares | Class B Common Stock, | Additional Paid-in Capital | Accumulated Other Comprehensive Loss, net of tax | Retained Earnings | Total Stockholders’ Equity | |||||||||||||||||||||||||
Balance at December 31, 2016 | 9,171 | 92 | 3,197 | 32 | 349,913 | (1,103 | ) | 97,648 | 446,582 | |||||||||||||||||||||||
Net income | 99,049 | 99,049 | ||||||||||||||||||||||||||||||
Stock options exercised and restricted shares activities | 217 | 2 | 16,361 | 16,363 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 6,316 | 6,316 | ||||||||||||||||||||||||||||||
Repurchase of Class A Common Stock | (964 | ) | (10 | ) | (144,592 | ) | (144,602 | ) | ||||||||||||||||||||||||
Conversion from Class B to Class A | 179 | 2 | (179 | ) | (2 | ) | — | |||||||||||||||||||||||||
Defined benefit plans liability adjustment, net of tax of $68 | (202 | ) | (202 | ) | ||||||||||||||||||||||||||||
Currency translation adjustment | 17 | 17 | ||||||||||||||||||||||||||||||
Balance at December 30, 2017 | 8,603 | $ | 86 | 3,018 | $ | 30 | $ | 372,590 | $ | (1,288 | ) | $ | 52,105 | $ | 423,523 | |||||||||||||||||
Net income | 92,663 | 92,663 | ||||||||||||||||||||||||||||||
Stock options exercised and restricted shares activities | 227 | 2 | 23,086 | 23,088 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 10,035 | 10,035 | ||||||||||||||||||||||||||||||
Repurchase of Class A Common Stock | (350 | ) | (3 | ) | (88,309 | ) | (88,312 | ) | ||||||||||||||||||||||||
Conversion from Class B to Class A | 100 | 1 | (100 | ) | (1 | ) | — | |||||||||||||||||||||||||
Defined benefit plans liability adjustment, net of tax of $93 | 277 | 277 | ||||||||||||||||||||||||||||||
Currency translation adjustment | 25 | 25 | ||||||||||||||||||||||||||||||
One time effect of adoption of ASU 2014-09, Revenue from Contracts with Customers, net of tax of $329 | (982 | ) | (982 | ) | ||||||||||||||||||||||||||||
One time effect of adoption of ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income | (211 | ) | 211 | — | ||||||||||||||||||||||||||||
Balance at December 29, 2018 | 8,580 | $ | 86 | 2,918 | $ | 29 | $ | 405,711 | $ | (1,197 | ) | $ | 55,688 | $ | 460,317 | |||||||||||||||||
Net income | 110,041 | 110,041 | ||||||||||||||||||||||||||||||
Stock options exercised and restricted shares activities | 116 | 1 | 8,998 | 8,999 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 12,337 | 12,337 | ||||||||||||||||||||||||||||||
Shares issued in connection with Dogfish Head merger | 430 | 5 | 144,738 | 144,743 | ||||||||||||||||||||||||||||
Repurchase of Class A Common Stock | — | |||||||||||||||||||||||||||||||
Conversion from Class B to Class A | 245 | 2 | (245 | ) | (2 | ) | — | |||||||||||||||||||||||||
Defined benefit plans liability adjustment, net of tax of $176 | (519 | ) | (519 | ) | ||||||||||||||||||||||||||||
Adoption of ASU 2014-09, Revenue from Contracts with Customers, tax adjustment | (329 | ) | (329 | ) | ||||||||||||||||||||||||||||
Currency translation adjustment | 47 | 47 | ||||||||||||||||||||||||||||||
Balance at December 28, 2019 | 9,371 | $ | 94 | 2,673 | $ | 27 | $ | 571,784 | $ | (1,669 | ) | $ | 165,400 | $ | 735,636 | |||||||||||||||||
|
|
|
|
| Class A |
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
| ||||||||
|
| Class A |
|
| Common |
|
| Class B |
|
| Class B |
|
| Additional |
|
| Other |
|
|
|
|
| Total |
| ||||||||
|
| Common |
|
| Stock, |
|
| Common |
|
| Common |
|
| Paid-in |
|
| Comprehensive |
|
| Retained |
|
| Stockholders’ |
| ||||||||
|
| Shares |
|
| Par |
|
| Shares |
|
| Stock, Par |
|
| Capital |
|
| Loss |
|
| Earnings |
|
| Equity |
| ||||||||
Balance at December 29, 2018 |
|
| 8,580 |
|
| $ | 86 |
|
|
| 2,918 |
|
| $ | 29 |
|
| $ | 405,711 |
|
| $ | (1,197 | ) |
| $ | 55,688 |
|
| $ | 460,317 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 110,041 |
|
|
| 110,041 |
| ||||||
Stock options exercised and restricted |
|
| 116 |
|
|
| 1 |
|
|
|
|
|
|
|
|
| 8,998 |
|
|
|
|
|
|
|
|
| 8,999 |
| ||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12,337 |
|
|
|
|
|
|
|
|
| 12,337 |
| ||||||
Shares issued in connection with Dogfish Head merger |
|
| 430 |
|
|
| 5 |
|
|
|
|
|
|
|
|
| 144,738 |
|
|
|
|
|
|
|
|
| 144,743 |
| ||||
Conversion from Class B to Class A |
|
| 245 |
|
|
| 2 |
|
|
| (245 | ) |
|
| (2 | ) |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Defined benefit plans liability adjustment, net of tax of $176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (519 | ) |
|
|
|
|
| (519 | ) | ||||||
Adoption of ASU 2014-09, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (329 | ) |
|
| (329 | ) | ||||||
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 47 |
|
|
|
|
|
| 47 |
| ||||||
Balance at December 28, 2019 |
|
| 9,371 |
|
| $ | 94 |
|
|
| 2,673 |
|
| $ | 27 |
|
| $ | 571,784 |
|
| $ | (1,669 | ) |
| $ | 165,400 |
|
| $ | 735,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 191,960 |
|
|
| 191,960 |
| ||||||
Stock options exercised and restricted |
|
| 139 |
|
|
| 1 |
|
|
|
|
|
|
|
|
| 12,671 |
|
|
|
|
|
|
|
|
| 12,672 |
| ||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,282 |
|
|
|
|
|
|
|
|
| 15,282 |
| ||||||
Conversion from Class B to Class A |
|
| 495 |
|
|
| 5 |
|
|
| (495 | ) |
|
| (5 | ) |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Defined benefit plans liability adjustment, net of tax of $467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,392 |
|
|
|
|
|
| 1,392 |
| ||||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25 |
|
|
|
|
|
| 25 |
| ||||||
Balance at December 26, 2020 |
|
| 10,005 |
|
| $ | 100 |
|
|
| 2,178 |
|
| $ | 22 |
|
| $ | 599,737 |
|
| $ | (252 | ) |
| $ | 357,360 |
|
| $ | 956,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14,553 |
|
|
| 14,553 |
| ||||||
Stock options exercised and restricted |
|
| 69 |
|
|
| 1 |
|
|
|
|
|
|
|
|
| (6,730 | ) |
|
|
|
|
|
|
|
| (6,729 | ) | ||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 18,615 |
|
|
|
|
|
|
|
|
| 18,615 |
| ||||||
Conversion from Class B to Class A |
|
| 110 |
|
|
| 1 |
|
|
| (110 | ) |
|
| (1 | ) |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Defined benefit plans liability adjustment, net of tax of $20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 90 |
|
|
|
|
|
| 90 |
| ||||||
Impact of ASU 2019-12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (55 | ) |
|
| (55 | ) | ||||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (32 | ) |
|
|
|
|
| (32 | ) | ||||||
Balance at December 25, 2021 |
|
| 10,184 |
|
| $ | 102 |
|
|
| 2,068 |
|
| $ | 21 |
|
| $ | 611,622 |
|
| $ | (194 | ) |
| $ | 371,858 |
|
| $ | 983,409 |
|
The accompanying notes are an integral part of these consolidated financial statements.
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended | ||||||||||||
December 28, | December 29, | December 30, | ||||||||||
2019 | 2018 | 2017 | ||||||||||
Cash flows provided by operating activities: | ||||||||||||
Net income | $ | 110,041 | $ | 92,663 | $ | 99,049 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 56,271 | 51,968 | 51,256 | |||||||||
Impairment of assets | 911 | 652 | 2,451 | |||||||||
Loss on disposal of property, plant and equipment | 871 | 64 | 764 | |||||||||
Change in ROU assets | 4,207 | — | — | |||||||||
Bad debt expense | 45 | 2 | — | |||||||||
Stock-based compensation expense | 12,337 | 10,035 | 6,316 | |||||||||
Deferred income taxes | 7,404 | 14,350 | (22,442 | ) | ||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable | (12,260 | ) | (1,636 | ) | 2,945 | |||||||
Inventories | (24,932 | ) | (21,312 | ) | (1,741 | ) | ||||||
Prepaid expenses, income tax receivable and other assets | (13,862 | ) | (552 | ) | (4,511 | ) | ||||||
Accounts payable | 21,417 | 6,352 | 245 | |||||||||
Accrued expenses and other current liabilities | 18,618 | 10,130 | 2,671 | |||||||||
Change in operating lease liability | (3,277 | ) | — | — | ||||||||
Other liabilities | 451 | 731 | (1,021 | ) | ||||||||
Net cash provided by operating activities | 178,242 | 163,447 | 135,982 | |||||||||
Cash flows used in investing activities: | ||||||||||||
Purchases of property, plant and equipment | (93,233 | ) | (55,460 | ) | (32,987 | ) | ||||||
Proceeds from sale of property, plant and equipment | 165 | 27 | 25 | |||||||||
Cash paid for acquisition of intangible assets | — | (50 | ) | — | ||||||||
Investment in Dogfish Head, net of cash acquired | (165,517 | ) | — | — | ||||||||
Other investing activities | (244 | ) | 139 | 33 | ||||||||
Net cash used in investing activities | (258,829 | ) | (55,344 | ) | (32,929 | ) | ||||||
Cash flows provided by (used in) financing activities: | ||||||||||||
Repurchase of Class A Common Stock | — | (88,312 | ) | (144,602 | ) | |||||||
Proceeds from exercise of stock options | 8,063 | 22,143 | 15,415 | |||||||||
Payment of taxes related to exercise of stock options | — | — | ||||||||||
Net cash paid on note payable and finance leases | (378 | ) | (78 | ) | (60 | ) | ||||||
Cash borrowed on line of credit | 97,000 | — | — | |||||||||
Cash paid on line of credit | (97,000 | ) | — | — | ||||||||
Net proceeds from sale of investment shares | 1,173 | 906 | 796 | |||||||||
Net cash provided by (used in) financing activities | 8,858 | (65,341 | ) | (128,451 | ) | |||||||
Change in cash and cash equivalents | (71,729 | ) | 42,762 | (25,398 | ) | |||||||
Cash and cash equivalents at beginning of year | 108,399 | 65,637 | 91,035 | |||||||||
Cash and cash equivalents at end of period | $ | 36,670 | $ | 108,399 | $ | 65,637 | ||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Non cash consideration issued in Dogfish Head Transaction | $ | 144,743 | $ | — | $ | — | ||||||
Income taxes paid | $ | 30,760 | $ | 11,353 | $ | 43,006 | ||||||
Income taxes refunded | $ | 18 | $ | 5,000 | $ | — | ||||||
Cash paid for amounts included in measurement of lease liabilities | ||||||||||||
Operating cash flows from operating leases | $ | 4,696 | $ | — | $ | — | ||||||
Operating cash flows from finance leases | $ | 56 | $ | — | $ | — | ||||||
Financing cash flows from finance leases | $ | 313 | $ | — | $ | — | ||||||
Right-of-use assets obtained in exchange for operating lease obligations | $ | 57,966 | $ | — | $ | — | ||||||
�� | ||||||||||||
Right-of-use assets obtained in exchange forfinance lease obligations | $ | 2,837 | $ | — | $ | — | ||||||
Interest paid on revolving credit facility | $ | 451 | $ | — | $ | — | ||||||
Increase (decrease) in accounts payable for purchase of property, plant and equipment | $ | 3,994 | $ | 2,609 | $ | (2,689 | ) | |||||
Increase in accrued expenses for purchase of property, plant and equipment | $ | 2,638 | $ | — | $ | — | ||||||
|
| Year Ended |
| |||||||||
|
| December 25, |
|
| December 26, 2020 |
|
| December 28, |
| |||
Cash flows provided by operating activities: |
|
|
|
|
|
|
|
|
| |||
Net income |
| $ | 14,553 |
|
| $ | 191,960 |
|
| $ | 110,041 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| |||
Depreciation and amortization |
|
| 72,096 |
|
|
| 65,657 |
|
|
| 56,271 |
|
Impairment of assets |
|
| 18,499 |
|
|
| 4,466 |
|
|
| 911 |
|
(Gain) loss on disposal of property, plant and equipment |
|
| (217 | ) |
|
| (639 | ) |
|
| 871 |
|
Change in right-of-use assets |
|
| 8,018 |
|
|
| 7,355 |
|
|
| 4,207 |
|
Bad debt (recovery) expense |
|
| (182 | ) |
|
| 488 |
|
|
| 45 |
|
Stock-based compensation expense |
|
| 18,615 |
|
|
| 15,282 |
|
|
| 12,337 |
|
Deferred income taxes |
|
| (5,225 | ) |
|
| 17,655 |
|
|
| 7,404 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| |||
Accounts receivable |
|
| 23,071 |
|
|
| (24,014 | ) |
|
| (12,260 | ) |
Inventories |
|
| (21,224 | ) |
|
| (24,463 | ) |
|
| (24,932 | ) |
Prepaid expenses, income tax receivable and other current assets |
|
| (49,073 | ) |
|
| (9,531 | ) |
|
| (383 | ) |
Third-party production prepayments |
|
| (16,635 | ) |
|
| (53,851 | ) |
|
| (14,019 | ) |
Other assets |
|
| (5,699 | ) |
|
| (351 | ) |
|
| 540 |
|
Accounts payable |
|
| (27,361 | ) |
|
| 40,771 |
|
|
| 21,417 |
|
Accrued expenses and other current liabilities |
|
| 38,894 |
|
|
| 24,469 |
|
|
| 18,618 |
|
Change in operating lease liabilities |
|
| (8,229 | ) |
|
| (3,786 | ) |
|
| (3,277 | ) |
Other liabilities |
|
| (3,604 | ) |
|
| 1,939 |
|
|
| 451 |
|
Net cash provided by operating activities |
|
| 56,297 |
|
|
| 253,407 |
|
|
| 178,242 |
|
Cash flows used in investing activities: |
|
|
|
|
|
|
|
|
| |||
Purchases of property, plant and equipment |
|
| (147,919 | ) |
|
| (139,996 | ) |
|
| (93,233 | ) |
Proceeds from disposal of property, plant and equipment |
|
| 1,157 |
|
|
| 487 |
|
|
| 165 |
|
Investment in Dogfish Head, net of cash acquired |
|
| — |
|
|
| — |
|
|
| (165,517 | ) |
Other investing activities |
|
| 145 |
|
|
| 392 |
|
|
| (244 | ) |
Net cash used in investing activities |
|
| (146,617 | ) |
|
| (139,117 | ) |
|
| (258,829 | ) |
Cash flows (used in) provided by financing activities: |
|
|
|
|
|
|
|
|
| |||
Proceeds from exercise of stock options and sale of investment shares |
|
| 10,465 |
|
|
| 15,274 |
|
|
| 9,236 |
|
Net cash paid on note payable and finance leases |
|
| (1,570 | ) |
|
| (1,260 | ) |
|
| (378 | ) |
Cash borrowed on line of credit |
|
| — |
|
|
| 100,000 |
|
|
| 97,000 |
|
Cash paid on line of credit |
|
| — |
|
|
| (100,000 | ) |
|
| (97,000 | ) |
Payment of tax withholding on stock-based payment awards and investment shares |
|
| (15,536 | ) |
|
| (1,692 | ) |
|
| — |
|
Net cash (used in) provided by financing activities |
|
| (6,641 | ) |
|
| 12,322 |
|
|
| 8,858 |
|
Change in cash and cash equivalents |
|
| (96,961 | ) |
|
| 126,612 |
|
|
| (71,729 | ) |
Cash and cash equivalents and restricted cash at beginning of year |
|
| 163,282 |
|
|
| 36,670 |
|
|
| 108,399 |
|
Cash and cash equivalents and restricted cash at end of period |
| $ | 66,321 |
|
| $ | 163,282 |
|
| $ | 36,670 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
| |||
Non cash consideration issued in Dogfish Head Transaction (See Note P) |
| $ | — |
|
| $ | — |
|
| $ | 144,743 |
|
Income taxes paid |
| $ | 53,889 |
|
| $ | 36,032 |
|
| $ | 30,760 |
|
Income taxes refunded |
| $ | 12,668 |
|
| $ | 60 |
|
| $ | 18 |
|
Cash paid for amounts included in measurement of lease liabilities |
|
|
|
|
|
|
|
|
| |||
Operating cash flows from operating leases |
| $ | 10,495 |
|
| $ | 6,194 |
|
| $ | 4,696 |
|
Operating cash flows from finance leases |
| $ | 121 |
|
| $ | 143 |
|
| $ | 56 |
|
Financing cash flows from finance leases |
| $ | 1,499 |
|
| $ | 1,192 |
|
| $ | 313 |
|
Right-of-use-assets obtained in exchange for operating lease obligations |
| $ | 2,309 |
|
| $ | 12,081 |
|
| $ | 57,966 |
|
Right-of-use-assets obtained in exchange for finance lease obligations |
| $ | 472 |
|
| $ | 2,689 |
|
| $ | 2,837 |
|
Interest paid on revolving credit facility |
| $ | — |
|
| $ | 246 |
|
| $ | 451 |
|
Change in purchase of property, plant and equipment in accounts payable and |
| $ | 15,824 |
|
| $ | 9,387 |
|
| $ | 6,632 |
|
Supplemental disclosure of cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
| |||
|
| As of |
| |||||||||
|
| December 25, |
|
| December 26, |
|
| December 28, |
| |||
Cash and cash equivalents |
| $ | 26,853 |
|
| $ | 163,282 |
|
| $ | 36,670 |
|
Restricted cash |
| $ | 39,468 |
|
|
| — |
|
|
| — |
|
Total cash, cash equivalents and restricted cash shown in the statements of cash flows |
| $ | 66,321 |
|
| $ | 163,282 |
|
| $ | 36,670 |
|
The accompanying notes are an integral part of these consolidated financial statements.
45
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 28, 2019
A. Organization and Basis of Presentation
The Boston Beer Company, Inc. and certain subsidiaries (the “Company”) are engaged in the business of selling alcohol beverages throughout the United States and in selected international markets, under the trade names “The Boston Beer Company®Company®Orchard®Head®City®“Concrete Beach Brewery®”, “Coney Island®“American Fermentation Company”.“Bevy Long Drink Co."
B. Summary of Significant Accounting Policies
Fiscal Year
The Company’s fiscal year is a2019, 20182021, 2020 and 20172019 fiscal years all consisted of fifty-two weeks.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
COVID-19
The Company began seeing the impact of the COVID-19 pandemic on its business in early March 2020. The direct financial impact of the pandemic primarily included significantly reduced keg demand from the on-premise channel and higher labor and safety-related costs at the Company’s breweries. In addition to these direct financial impacts, COVID-19 related safety measures resulted in a reduction of brewery productivity. In fiscal year 2020, the Company recorded COVID-19 related pre-tax reductions in net revenue and increases in other costs that total $16.0 million. In 2021 and going forward, the Company will not report COVID-19 related direct costs separately as they are viewed to be a normal part of operations.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at December 28, 201925, 2021 and December 29, 201826, 2020 included cash
Restricted Cash
At December 25, 2021 restricted cash associatedincluded money received from a distributor pursuant to an indemnification agreement to consolidate distribution rights in a region in accordance with a term note agreement with Bank of America that was required by the Commonwealth of Pennsylvania to fund economic developmentstate regulations. Restricted cash is carried at the Company’s Pennsylvania Brewery. The restricted cash subject to this agreement amounted to $213,000 and $278,000 at December 28, 2019 and December 29, 2018, respectively, and is included in other assets on the Company’s Consolidated Balance Sheets.
Accounts Receivable and Allowance for Doubtful Accounts
46
The Company’s accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of December 28, 201925, 2021 and December 29, 201826, 2020 are adequate, but actual write-offs could exceed the recorded allowance.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, restricted cash, and trade receivables. The Company places its cash equivalents and restricted cash with high credit quality financial institutions. As of December 28, 2019,25, 2021, the Company’s cash and cash equivalents and restricted cash were invested in investment-grade, highly liquid U.S. government agency corporate money market accounts.
The Company sells primarily to a network of independent wholesalers in the United States and to a network of foreign wholesalers, importers or other agencies (collectively referred to as “Distributors”). In 2019, 20182021, 2020 and 2017,2019, sales to foreign Distributors were approximately 4% of total sales. Receivables arising from these sales are not collateralized; however, credit risk is minimized as a result of the large and diverse nature of the Company’s customer base. There were 0 individual customer accounts receivable balances outstanding at December 28, 201925, 2021 or December 29, 201826, 2020 that were in excess of 10% of the gross accounts receivable balance on those dates. NaN individual customers represented more than 10% of the Company’s revenues in fiscal years 2019, 2018,2021, 2020, or 2017.2019.
Financial Instruments and Fair Value of Financial Instruments
The Company’s primary financial instruments at December 28, 201925, 2021 and December 29, 201826, 2020 consisted of cash equivalents, restricted cash, accounts receivable,
Inventories and Provision for Excess or Expired Inventory
Inventories consist of raw(first-in,and under purchase commitments totaled approximately $222.8$161.8 million at December 28, 2019.
The provisions for excess or expired inventory are based on management’s estimates of forecasted usage of inventories on hand and under contract.hand. Forecasting usage involves significant judgments regarding future demand for the Company’s various existing products and products under development as well as the potency and shelf-life of various ingredients.raw material ingredients and finished goods. A significant change in the timing or level of demand for certain products as compared to forecasted amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to cover incurred inventory losses. Provision for excess or expired inventory included in cost of goods sold was $8.1$62.6 million, $4.2$11.3 million, and $5.8$8.1 million in fiscal years 2021, 2020, and 2019 2018, and 2017 respectively.
47
Property, Plant and Equipment
Property, plant, and equipment are stated at cost.cost or fair value as of the date of acquisition. Expenditures for repairs and maintenance are expensed as incurred. Major renewals and betterments that extend the life of the property are capitalized. Depreciation is
Kegs | 5 years | |
Computer software and equipment | 2 to 5 years | |
Office equipment and furniture | 3 to 7 years | |
Machinery and plant equipment | 3 20 years, or the term of the production agreement, whichever is shorter | |
Leasehold improvements | Lesser of the remaining term of the lease or estimated useful life of the asset | |
Building and building improvements | 12 20 years, or the remaining useful life of the building, whichever is shorter |
For purposes of determining whether there are any impairment losses, as further discussed below, management has historically examined the carrying value of the Company’s identifiable long-lived assets, including their useful lives, semi-annually, or more frequently when indicators of impairment are present. Evaluations of whether indicators of impairment exist involve judgments regarding the current and future business environment and the length of time the Company intends to use the asset. If an impairment loss is
Factors generally considered important which could trigger an impairment review on the carrying value of long-lived assets include the following: (1) significant underperformance relative to historical or projected future operating results; (2) significant changes in the manner of use of acquired assets or the strategy for the Company’s overall business; (3) underutilization of assets; and (4) discontinuance of products by the Company or its customers. The Company believes that the carrying value of its long-lived assets as of December 28, 2019 and December 29, 2018 was realizable.
Segment Reporting
The Company consists of one1 operating segment that produces and sells alcohol beverages under the Company’s Samuel Adams,Truly Hard Seltzer, Twisted Tea, Truly Hard Seltzer,Samuel Adams, Angry Orchard, Dogfish Head, Angel City, Coney Island, and Concrete Beach, Wild Leaf and Tura brands. All brands are predominantly beverages that are manufactured using similar production processes, have comparable alcohol content, generally fall under the same regulatory environment, and are sold to the same types of customers in similar size quantities at similar price points, with similar profit margins, and through the same channels of distribution.
Goodwill and Intangible Assets
The Company does not amortize goodwill and tradenamehas recorded intangible assets but evaluateswith indefinite lives and goodwill for which impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. The Company performs its annual impairment tests and re-evaluates the recoverabilityuseful lives of other intangible assets with indefinite lives at the annual impairment test measurement date in the third quarter of each fiscal year or when circumstances arise that indicate a possible impairment or change in useful life might exist.
The Company’s annual goodwill impairment evaluation analysis conducted at the end of fiscal August indicated that the fair value of the Company’s goodwill was substantially greater than the carrying value and there was 0 impairment to record during 2021. The guidance for goodwill impairment testing allows an entity to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair
48
value of a reporting unit, of which the Company has one, is less than its carrying amount or to proceed directly to performing a quantitative impairment test. Under the quantitative assessment, the estimated fair value of the Company’s reporting unit is compared to its carrying value, including goodwill. The estimate of fair value of the Company’s reporting unit is generally calculated based on an income approach using the discounted cash flow method supplemented by the market approach which considers the Company’s market capitalization and enterprise value. If the estimated fair value of the Company’s reporting unit is less than the carrying value of its reporting unit, a goodwill impairment will be recognized. In estimating the fair value of the Company’s reporting unit, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings, cost of capital, and other factors. The assumptions used in the estimate of fair value are based on historical trends and the projections and assumptions that are used in the latest operating plans. These assumptions reflect management’s estimates of future economic and competitive conditions and are, therefore, subject to change as a result of changing market conditions. If these estimates or their related assumptions change in the future, the Company may be required to recognize an impairment loss for the Company’s goodwill which could have a material adverse impact on the Company’s financial statements.
The Company’s annual intangible asset impairment evaluation analysis conducted at the end of fiscal August indicated that the fair value of the intangible assets was greater than the carrying value and there was 0 impairment to record during 2021. The Company’s intangible assets consist primarily of a trademark and customer relationships obtained through the Company’s Dogfish Head acquisition. Customer relationships are amortized over their estimated useful lives. The Dogfish Head trademark which was determined to have an indefinite useful life is not amortized. The guidance for indefinite lived intangible asset impairment testing allows an entity to assess qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the indefinite lived intangible asset is impaired or to proceed directly to performing the quantitative impairment test. Under the quantitative assessment, the trademark is evaluated for impairment by comparing the carrying value andof the trademark to its estimated fair value. The estimated fair value of the trademark is calculated based on an income approach using the relief from royalty method. If the estimated fair value is less than the carrying value of the trademark, then an impairment charge is recognized to reduce the carrying value of the trademark to its estimated fair value.
Significant judgement is required to estimate the fair value annually at the end of the fiscal month of August, or more
Refundable Deposits on Kegs and Pallets
The Company distributes its packaged hard seltzer, beer and hard cider primarily in cans and glass bottles and its draft beer in kegs and packaged beer primarily in glasssuch cans, bottles, and cans and such kegs bottles and cans are shipped on pallets to Distributors. Most kegs and pallets are owned by the Company. Kegs are reflected in the Company’s balance sheets at cost and are depreciated over the estimated useful life of the keg, while pallets are expensed upon purchase. Upon shipment of beer to Distributors, the Company collects a refundable deposit on the kegs and certain pallets, which is included in current liabilities in the Company’s balance sheets. Upon return of the kegs and pallets to the Company, the deposit is refunded to the Distributor.
The Company has experienced some loss of kegs and pallets and anticipates that some loss will occur in future periods due to the significant volume of kegs and pallets handled by each Distributor and retailer, the homogeneous nature of kegs and pallets owned by most brewers, and the relatively small deposit collected for each keg when compared with its market value. The Company believes that this is an industry-wide issue and that the Company’s loss experience is not atypical. The Company believes that the loss of kegs and pallets, after considering the forfeiture of related deposits, has not been material to the financial statements. The Company uses internal records, records maintained by Distributors, records maintained by other third-party vendors and historical information to estimate the physical count of kegs and pallets held by Distributors. These estimates affect the amount recorded as property, plant and equipment and current liabilities as of the date of the financial statements. The actual liability for refundable deposits could differ from these estimates. For the year ended December 28, 2019,25, 2021, the Company decreased its liability for refundable deposits, gross property, plant and equipment and related accumulated depreciation by $0.8$0.5 million, $1.3$0.9 million and $1.3$0.9 million, respectively. For the year ended December 29, 2018,26, 2020, the Company decreased its liability for refundable deposits, gross property, plant and equipment and related accumulated depreciation by $1.2$0.4 million, $1.1$0.8 million and $1.1$0.8 million, respectively. As of December 28, 2019,25, 2021, and
49
December 29, 2018,26, 2020, the Company’s balance sheet includes $19.5$13.4 million and $17.0$15.5 million, respectively, in refundable deposits on kegs and pallets and $0.5$0.2 million and $1.9$0.3 million, respectively, in kegs, net of accumulated depreciation.
Income Taxes
The Company provides for deferred taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. This results in differences between the book and tax basis of the Company’s assets, liabilities and carry-forwards, such as tax credits. In estimating future tax consequences, all expected future events, other than enactment of changes in the tax laws or rates, are generally considered. Valuation allowances are provided when recovery of deferred tax assets does not meet the more likely than not standards as defined in ASC Topic 740,
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in several different state tax jurisdictions. The Company is periodically reviewed by tax authorities regarding the amount of taxes due. These reviews include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. The Company records estimated reserves for exposures associated with positions that it takes on its income tax returns that do not meet the more likely than not standards as defined in ASC Topic 740,. Historically, the valuation allowances and reserves for uncertain tax positions have been adequate to cover the related tax exposures.
Revenue Recognition and Classification of Customer Programs and Incentives
During fiscal years 2021, 2020 and 2019 2018 and 2017 approximately 95%95% of the Company’s revenue was from shipments of its products to domestic Distributors and 4%4% from shipments to international Distributors, primarily located in Canada. Approximately 1%Less than 1% of the Company’s revenue is from retail beer, cider, food and merchandise sales at the Company’s retail locations.
The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. As of December 28, 2019,25, 2021, and December 29, 2018,26, 2020, the Company had deferred revenue of $7.0$8.0 million and $4.6$13.5 million, respectively, related to product shipped prior to these dates. These amounts are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.
The Company is committed to maintaining the freshness of its products in the market. In certain circumstances and with the Company’s approval, the Company accepts and destroys stale beer that is returned by Distributors. The Company generally credits approximately fifty percent of the distributor’s cost of beer that has passed its freshness expiration date when it is returned to the Company or destroyed. The Company reduces revenue and establishes an accrual based upon both historical returns, which is applied to an estimated lag time for receipt of product, and knowledge of specific return transactions. Estimating this reserve involves significant judgments and estimates, including comparability of historical return trends to future trends, lag time from date of sale to date of return, and product mix of returns. Stale beer expense is reflected in the accompanying financial statements as a reduction of revenue. Historically, the cost of actual stale beer returns has been in line with established reserves; however, the cost could differ materially from the reserves which would impact revenue. As of December 28, 2019,25, 2021, and December 29, 2018,26, 2020, the stale beer reserve was $1.8$6.0 million and $2.1$3.1 million, respectively. These amounts are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.
Customer programs and incentives are a common practice in the alcohol beverage industry. Amounts paid in connection with customer programs and incentives are recorded as reductions to net revenue or as advertising, promotional and selling expenses, based on the nature of the expenditure. Customer incentives and other payments made to Distributors are primarily based upon the performance of certain marketing and advertising activities. Depending on applicable state laws and regulations, these activities promoting the Company’s products may include, but are not limited to,$75.2$126.1 million, $55.5$85.0 million and $51.8$75.2 million in fiscal years 2019, 20182021, 2020 and 2017,2019, respectively. Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred.
Customer promotional discount programs are entered into with Distributors for certain periods of time. Amounts paid to Distributors in connection with these programs in fiscal years 2021, 2020 and 2019 2018 and 2017 were $43.9$72.7 million, $34.5$59.3 million and $30.2$43.9 million, respectively. The reimbursements for discounts to Distributors are recorded as reductions to net revenue. The
50
agreed-upon discount rates are applied to certain Distributors’ sales to retailers, based on volume metrics, in order to determine the total discounted amount. The computation of the discount allowance requires that management make certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recorded. Actual promotional discounts owed and paid have historically been in line with allowances recorded by the Company; however, the amounts could differ from the estimated allowances.
Customer incentives and other payments are made primarily to Distributors based upon the performance of certain marketing and advertising activities. Depending on applicable state laws and regulations, these activities
In connection with its preparation of financial statements and other financial reporting, management is required to make certain estimates and assumptions regarding the amount, timing and classification of expenditures resulting from these activities. Actual expenditures incurred could differ from management’s estimates and assumptions.
Excise Taxes
The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Treasury Department (the “TTB”)TTB regulations, including making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcohol beverages in varying amounts. The Company calculates its excise tax expense based upon units shipped and on its understanding of the applicable excise tax laws.
Cost of Goods Sold
The following expenses are included in cost of goods sold: raw material costs, packaging
Shipping Costs
Costs incurred for the shipping of products to customers are included in advertising, promotional and selling expenses in the accompanying consolidated statements of comprehensive income. The Company incurred shipping costs of $69.1$166.6 million, $61.8$97.6 million, and $45.3$69.1 million in fiscal years 2021, 2020 and 2019, 2018respectively.
Advertising, Promotional, and 2017, respectively.
The following expenses are included in advertising, promotional and selling expenses in the accompanying consolidated statements of comprehensive income: media advertising and production costs, sales and marketingbrand related expenses, sales and brand salary and benefit expenses, andstock compensation, meals, travel and entertainment expenses, for the sales, brand and sales support workforce, promotional activity expenses, shipping costs related to shipments of finished goods from manufacturing locations to distributor locations and$177.2$291.3 million, $145.1$211.2 million, and $128.0$177.2 million were included in advertising, promotional and selling expenses in the accompanying consolidated statements of comprehensive income for fiscal years 2021, 2020 and 2019, 2018 and 2017, respectively.
The Company conducts certain advertising and promotional activities in its Distributors’ markets and the Distributors make contributions to the Company for such efforts. Reimbursements from Distributors for advertising and promotional activities are recorded as reductions to advertising, promotional and selling expenses.
General and Administrative
51
The following expenses are included in general and administrative expenses in the accompanying consolidated statements of comprehensive income: general and administrative salary and benefit expenses, stock compensation, insurance costs, consulting and professional service fees, rent and utility expenses, meals, travel and entertainment expenses for general and administrative employees, and other general and administrative overhead costs.
Stock-Based Compensation
The Company accounts for share-based awards in accordance with ASC Topic 718,$12.3$18.6 million, $10.0$15.3 million and $6.3$12.3 million in fiscal years 2021, 2020 and 2019, 2018 and 2017, respectively.
As permitted by ASC 718, the Company elected to use a lattice model, such as the trinomial option-pricing model, to estimate the fair values of stock options. All option-pricing models require the input of subjective assumptions. These assumptions include the estimated volatility of the Company’s common stock price over the expected term, the expected dividend rate, the estimated post-vesting forfeiture rate, the risk-free interest rate and expected exercise behavior. See Note NQ for further discussion of the application of the option-pricing models.
In addition, an estimated
Net Income Per Share
Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares and potentially dilutive securities outstanding during the period using the treasury stock method or the
Accounting Pronouncements Recently
In May 2014,December 2019, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers(Topic 606). ASU2014-09supersedes virtually all existing revenue guidance. Under this2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The standard an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity needs to use more judgment and make more estimates than under the previous guidance. On December 31, 2017, the Company adopted the new accounting standard and all related amendments using the modified retrospective method which allows application only to the most current reporting period presented in the financial statements with a cumulative
C. Slowdown of the Hard Seltzer Market Impact
During the year ended December 25, 2021, the market for hard seltzer products experienced decelerating growth trends. The slowdown in growth trends greatly impacted the Company's volume of production and shipments, as well as its financial results and projections for the future. The volume adjustment resulted in several supply chain related costs recorded during the second half of the year.
During the year ended December 25, 2021, the Company recorded excess and obsolete inventory reserves and other inventory related costs totaling $59.5 million related specifically to a decline in future volume projections, inclusive of estimated destruction costs of $6.1 million. The reserves were recorded for inventory that the Company believes will expire, not expectbe used or otherwise offers no net realizable value to the adoption of this guidance to have a material impactCompany based on its consolidated financial statements.
52
The Company has several third-party production agreements in place to meet the Testexpected increased demand for Goodwill Impairment
Due to the reduction in its fair value. Ifproduction volume projections, the reporting unit’s carrying value exceeds the fair value, then the entity must perform the second step, which is to compare the implied fair value of goodwill toCompany evaluated its carrying value, and record an impairment charge for any excess of carrying value of goodwill over its implied fair value. An entity also has the option to perform a qualitative assessment for a reporting unitconstruction in progress capital projects to determine ifwhich assets would generate future economic benefits and concluded that certain projects were impaired. The Company recognized impairment expense of $12.7 million related to projects that will be cancelled due to the quantitative impairment test is necessary. ASU2017-04simplifiesvolume slowdown. Additionally, the goodwill impairment test by eliminating the second stepCompany recognized a provision of $6.3 million for amounts owed to third-parties under non-cancellable purchase orders for components of the test. As such, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount bycancelled projects which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. ASU2017-04will be effective prospectivelywas recorded within contract termination costs and other for the year beginningended December 29, 2019.25, 2021.
The combined expense of $102.9 million recognized for the above items contributed to the Company's decline in operating profit for the year ended December 25, 2021. The Company does not expect the adoptionto incur shortfall fees at certain of ASU2017-04to have a material impact on its consolidatedongoing third-party production facilities. These shortfall fees are explained in greater detail within Note K of these financial statements.
D. Restricted Cash
During the year ended December 25, 2021, in accordance with state regulations the Company entered into definitive agreements to acquire Dogfish Head Brewery (“Dogfish Head”consolidated their distributor rights within a geographical region by terminating the distribution rights of certain existing distributors (the "terminating distributors") and various related operationsgranting these distribution rights to one existing distributor in the region (the “Transaction”"continuing distributor"), through the acquisition. As part of all of the equity interests held by certain private entities inOff-CenteredWay LLC, the parent holding company of the Dogfish Head operations. In accordance with these agreements,this consolidation process, the Company made a payment of $158.4 million, which was placedalso entered an indemnification agreement in escrow pending the satisfaction of certain closing conditions. The Transaction closed on July 3, 2019, for total consideration of $336.0 million consisting of $173.0 million in cash and 429,291 shares of restricted Class A Common Stock that had an aggregate market value as of July 3, 2019 of $163.0 million, after taking into account a post-closing cash related adjustment. As required under the definitive agreements, 127,146 of the 429,291 shares of restricted Class A Stock have been placed in escrow and will bereleased no later than July 3, 2029. These shares had a market value on July 3, 2019 of $48.3 million. The timing of the release of these escrowed shares is primarily related to the continued employmentMarch 2021 with the Company of Samuel A. Calagione III, one of the two Dogfish Head founders.
Total (In Thousands) | ||||
Cash and cash equivalents | $ | 7,476 | ||
Accounts receivable | 8,081 | |||
Inventories | 9,286 | |||
Prepaid expenses and other current assets | 847 | |||
Property, plant and equipment | 106,964 | |||
Goodwill | 108,846 | |||
Brand | 98,500 | |||
Other intangible assets | 3,800 | |||
Other assets | 378 | |||
Total assets acquired | 344,178 | |||
Accounts payable | 3,861 | |||
Accrued expenses and other current liabilities | 4,085 | |||
Deferred income taxes | 18,437 | |||
Other liabilities | 59 | |||
Total liabilities assumed | 26,442 | |||
Net assets acquired | $ | 317,736 | ||
Cash consideration | $ | 172,993 | ||
Nominal value of equity issued | 162,999 | |||
Fair Value reduction due to liquidity | (18,256 | ) | ||
Estimated total purchase price | $ | 317,736 | ||
E. Inventories
Fifty-two weeks ended | ||||||||
December 28, 2019 | December 29, 2018 | |||||||
(in thousands , ex cept per share data) | ||||||||
Net revenue | $ | 1,304,239 | $ | 1,103,061 | ||||
Net income | $ | 116,868 | $ | 98,700 | ||||
Basic earnings per share | $ | 9.83 | $ | 8.12 | ||||
Diluted earnings per share | $ | 9.73 | $ | 8.04 |
Inventories consisted of the following:
|
| December 25, |
|
| December 26, |
| ||
|
| (in thousands) |
| |||||
Current inventory: |
|
|
|
|
|
| ||
Raw materials |
| $ | 78,545 |
|
| $ | 69,272 |
|
Work in process |
|
| 17,764 |
|
|
| 16,846 |
|
Finished goods |
|
| 52,809 |
|
|
| 44,792 |
|
Total current inventory |
|
| 149,118 |
|
|
| 130,910 |
|
Long term inventory |
|
| 12,655 |
|
|
| 9,639 |
|
Total inventory |
| $ | 161,773 |
|
| $ | 140,549 |
|
As of December 25, 2021 and December 26, 2020, the Company has recorded inventory obsolescence reserves of $43.1 million and $6.3 million, respectively. The increase in inventory obsolescence was related to hard seltzer inventory that the Company believes will expire, not be used or otherwise offer no net realizable value to the Company based on its current volume and production forecasts. See Note C for further discussion of inventory reserves recorded.
December 28, 2019 | December 29, 2018 | |||||||
(in thousands) | ||||||||
Current inventory: | ||||||||
Raw materials | $ | 61,522 | $ | 44,655 | ||||
Work in process | 12,631 | 8,252 | ||||||
Finished goods | 31,885 | 17,342 | ||||||
Total current inventory | 106,038 | 70,249 | ||||||
Long term inventory | 10,048 | 11,619 | ||||||
Total inventory | $ | 116,086 | $ | 81,868 | ||||
53
F. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
|
| December 25, |
|
| December 26, |
| ||
|
| (in thousands) |
| |||||
Prepaid advertising, promotional and selling |
| $ | 11,193 |
|
| $ | 4,876 |
|
Prepaid software and consulting fees |
|
| 4,698 |
|
|
| 1,715 |
|
Prepaid insurance |
|
| 3,569 |
|
|
| 2,035 |
|
Prepaid brewing services fee |
|
| 0 |
|
|
| 14,816 |
|
Other |
|
| 2,002 |
|
|
| 6,788 |
|
|
| $ | 21,462 |
|
| $ | 30,230 |
|
|
|
|
|
|
|
|
Effective March 27, 2021, the Company began classifying third-party production prepayments solely as non-current assets and reclassified the $14.8 million of third-party production prepayments at December 26, 2020 from current assets to non-current assets. See Note K for further discussion of the Company's third-party brewing arrangements.
December 28, 2019 | December 29, 2018 | |||||||
(in thousands) | ||||||||
Prepaid brewing services fee - short term(see Note L) | $ | 4,936 | $ | 3,789 | ||||
Prepaid advertising, promotional and selling | 1,649 | 1,518 | ||||||
Prepaid software expense | 1,224 | 754 | ||||||
Prepaid insurance | 1,206 | 1,111 | ||||||
Excise and other tax receivables | 1,173 | 2,179 | ||||||
Other | 1,889 | 3,785 | ||||||
$ | 12,077 | $ | 13,136 | |||||
G. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
|
| December 25, |
|
| December 26, |
| ||
|
| (in thousands) |
| |||||
Machinery and plant equipment |
| $ | 729,251 |
|
| $ | 641,790 |
|
Kegs |
|
| 59,794 |
|
|
| 61,582 |
|
Land |
|
| 25,668 |
|
|
| 25,753 |
|
Building and building improvements |
|
| 207,565 |
|
|
| 174,328 |
|
Office equipment and furniture |
|
| 30,085 |
|
|
| 31,115 |
|
Leasehold improvements |
|
| 70,422 |
|
|
| 43,157 |
|
Assets under construction |
|
| 35,619 |
|
|
| 84,564 |
|
Property, plant and equipment, gross |
|
| 1,158,404 |
|
|
| 1,062,289 |
|
Less accumulated depreciation |
|
| (493,589 | ) |
|
| (439,206 | ) |
Property, plant and equipment, net |
| $ | 664,815 |
|
| $ | 623,083 |
|
December 28, 2019 | December 29, 2018 | |||||||
(in thousands) | ||||||||
Machinery and plant eq u ipment | $ | 571,506 | $ | 459,352 | ||||
Kegs | 66,011 | 67,940 | ||||||
Land | 25,759 | 22,295 | ||||||
Building and building improvements | 130,311 | 115,748 | ||||||
Office equipment and furniture | 29,202 | 25,728 | ||||||
Leasehold improvements | 48,528 | 20,830 | ||||||
Assets under construction | 59,027 | 22,160 | ||||||
930,344 | 734,053 | |||||||
Less accumulated depreciation | (389,276 | ) | (344,264 | ) | ||||
$ | 541,068 | $ | 389,789 | |||||
The Company recorded depreciation expense related to these assets of $56.151.851.22018, and 2017, respectively. The Dogfish Head Transaction added $107.0 million in gross fixed assets on July 3, 2019. See Note C.
Impairment of Assets
The Company evaluates its assets for impairment when events indicate that an asset or asset group may have suffered impairment. During fiscal years 2019, 20182021, 2020 and 2017,2019, the Company recorded impairment charges of $0.90.72.5
H. Leases
The Company has various lease agreements in place for facilities and equipment. Terms of these leases include, in some instances, scheduled rent increases, renewals, purchase options and maintenance costs, and vary by lease. These lease obligations expire at various dates through 2031.2034. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at le commencement to determine the present value of the lease payments. Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company recognized ROU assets of $27.0 million and lease liabilities of $31.5 million upon adoption of ASU No. 2016-02on December 30, 2018. ROU assets and lease liabilities commencing after December 30, 2018 are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of December 28, 2019, total ROUTotal right-of-use ("ROU") assets and lease liabilities were as follows:
54
|
| Classification |
| Leases |
| |||||
|
|
|
| December 25, |
|
| December 26, |
| ||
|
|
|
| (in thousands) |
| |||||
Right-of-use assets |
|
|
|
|
|
|
|
| ||
Operating lease assets |
| Operating right-of-use assets |
| $ | 52,774 |
|
| $ | 58,483 |
|
Finance lease assets |
| Property, plant and equipment, net |
|
| 3,014 |
|
|
| 4,035 |
|
Lease Liabilities |
|
|
|
|
|
|
|
| ||
Current |
|
|
|
|
|
|
|
| ||
Operating lease liabilities |
| Current operating lease liabilities |
|
| 7,634 |
|
|
| 8,232 |
|
Finance lease liabilities |
| Accrued expenses and other current liabilities |
|
| 1,598 |
|
|
| 1,453 |
|
Non-current |
|
|
|
|
|
|
|
| ||
Operating lease liabilities |
| Non-current operating lease liabilities |
|
| 53,849 |
|
|
| 59,171 |
|
Finance lease liabilities |
| Other liabilities |
|
| 1,459 |
|
|
| 2,631 |
|
liabilities | ||||||
The gross value and accumulated depreciation of ROU assetstoto finance leasesas of December 28, 2019 were as follows:
|
| Finance Leases |
| |||||
|
| December 25, |
|
| December 26, |
| ||
|
| (in thousands) |
| |||||
Gross value |
| $ | 5,998 |
|
| $ | 5,526 |
|
Accumulated amortization |
|
| (2,984 | ) |
|
| (1,491 | ) |
Carrying value |
| $ | 3,014 |
|
| $ | 4,035 |
|
Leases | ||||
Components of leasefollows:
Lease Cost | ||||
(in thousands) | ||||
Operating lease cost | $ | 5,625 | ||
Variable lease costs not included in liability | 1,064 | |||
Finance lease cost: | ||||
Amortization of right-of-use asset | $ | 306 | ||
Interest on lease liabilities | 56 | |||
Total finance lease cost | $ | 362 | ||
|
|
|
| |||||||||
|
| Fifty-two weeks ended |
| |||||||||
|
| December 25, |
|
| December 26, |
|
| December 28, |
| |||
|
| (in thousands) |
| |||||||||
Operating lease cost |
| $ | 10,283 |
|
| $ | 9,764 |
|
| $ | 5,625 |
|
Variable lease costs not included in liability |
|
| 1,132 |
|
|
| 1,643 |
|
|
| 1,064 |
|
Finance lease cost: |
|
|
|
|
|
|
|
|
| |||
Amortization of right-of-use asset |
|
| 1,493 |
|
| $ | 1,185 |
|
| $ | 306 |
|
Interest on lease liabilities |
|
| 121 |
|
|
| 143 |
|
|
| 56 |
|
Total finance lease cost |
| $ | 1,614 |
|
| $ | 1,328 |
|
| $ | 362 |
|
Maturities of lease liabilities as of December 28, 201925, 2021 are as follows:
|
| Operating |
|
| Finance |
|
| Weighted- Average | ||||||
|
| Leases |
|
| Leases |
|
| Operating |
|
| Finance | |||
|
|
|
|
| (in thousands) |
|
|
|
|
|
| |||
2022 |
| $ | 9,633 |
|
| $ | 1,669 |
|
|
|
|
|
| |
2023 |
|
| 10,411 |
|
|
| 959 |
|
|
|
|
|
| |
2024 |
|
| 10,407 |
|
|
| 362 |
|
|
|
|
|
| |
2025 |
|
| 7,102 |
|
|
| 104 |
|
|
|
|
|
| |
2026 |
|
| 6,671 |
|
|
| 56 |
|
|
|
|
|
| |
Thereafter |
|
| 26,907 |
|
|
| 8 |
|
|
|
|
|
| |
Total lease payments |
|
| 71,131 |
|
|
| 3,158 |
|
|
|
|
|
| |
Less imputed interest (based on 3.4% weighted-average |
|
| (9,648 | ) |
|
| (101 | ) |
|
|
|
|
| |
Present value of lease liability |
| $ | 61,483 |
|
| $ | 3,057 |
|
|
| 8.0 |
|
| 2.3 |
Operating Leases | Finance Leases | Weighted-Average | ||||||||||||||
Operating | Finance Leases | |||||||||||||||
(in thousands) | ||||||||||||||||
2020 | $ | 5,755 | $ | 626 | ||||||||||||
2021 | 9,241 | 626 | ||||||||||||||
2022 | 9,036 | 626 | ||||||||||||||
2023 | 8,995 | 626 | ||||||||||||||
2024 | 8,729 | 265 | ||||||||||||||
Thereafter | 27,567 | 23 | ||||||||||||||
Total lease payments | 69,323 | 2,792 | ||||||||||||||
Less imputed interest (based on 3.5 % weighted-average discount rate) | (10,215 | ) | (204 | ) | ||||||||||||
Present value of lease liability | $ | 59,108 | $ | 2,588 | 8.3 | 4.4 | ||||||||||
I. Goodwill and Intangible Assets
Fifty-two weeks ended | ||||||||
December 28, | December 29, | |||||||
2019 | 2018 | |||||||
( in thousands) | ||||||||
Goodwill as of beginning of period | $ | 3,683 | $ | 3,683 | ||||
Acquired goodwill | 108,846 | — | ||||||
Impairment of goodwill | — | — | ||||||
Goodwill as of end of period | $ | 112,529 | $ | 3,683 | ||||
NaN impairment of existing goodwill was recorded in theany period.
55
The Company’s intangible assets as of December 28, 201925, 2021 and December 29, 201826, 2020 were as follows:
|
|
|
|
| As of December 25, 2021 |
|
| As of December 26, 2020 |
| |||||||||||||||||||
|
| Estimated |
|
| Gross |
|
| Accumulated |
|
| Net Book |
|
| Gross |
|
| Accumulated |
|
| Net Book |
| |||||||
|
| Life (Years) |
|
| Value |
|
| Amortization |
|
| Value |
|
| Value |
|
| Amortization |
|
| Value |
| |||||||
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
|
|
|
|
|
|
|
| |||||||
Customer Relationships |
|
| 15 |
|
| $ | 3,800 |
|
| $ | (633 | ) |
| $ | 3,167 |
|
| $ | 3,800 |
|
| $ | (380 | ) |
| $ | 3,420 |
|
Trade Names |
| Indefinite |
|
|
| 100,510 |
|
|
| — |
|
|
| 100,510 |
|
|
| 100,510 |
|
|
| — |
|
|
| 100,510 |
| |
Total intangible assets |
|
|
|
| $ | 104,310 |
|
| $ | (633 | ) |
| $ | 103,677 |
|
| $ | 104,310 |
|
| $ | (380 | ) |
| $ | 103,930 |
|
As of December 28, 2019 | As of December 29, 2018 | |||||||||||||||||||||||||||
Estimated | Gross | Accumulated | Net Book | Gross | Accumulated | Net | ||||||||||||||||||||||
Life (Years) | Value | Amortization | Value | Value | Amortization | Value | ||||||||||||||||||||||
( in thou sands) | ( in thou sands) | |||||||||||||||||||||||||||
Customer Relationships | 15 | $ | 3,800 | $ | (127 | ) | $ | 3,673 | $ | — | $ | — | $ | — | ||||||||||||||
Trade Names | Indefinite | 100,599 | — | 100,599 | 2,099 | — | 2,099 | |||||||||||||||||||||
Total intangible assets | $ | 104,399 | $ | (127 | ) | $ | 104,272 | $ | 2,099 | $ | — | $ | 2,099 | |||||||||||||||
The Company’s annual intangible asset impairment evaluation analysis indicated that the Company acquired intangible assets as part of the Dogfish Head Transaction disclosed in Note C, that consists of $98.5 million for thefair value of the Dogfish Head brand nameintangible assets was greater than the carrying value and $3.8 million for the value of customer relationships. The customer relationship intangible asset will be amortized on a straight-line basis over the 15 year useful life. there was 0 impairment to record during 2021.
Amortization expense in the28,25, 2021, December 26, 2020, and December 27, 2019 was approximately $127,000. $253,000, $253,000 and $127,000, respectively. The Company expects to record amortization expense as follows over the five subsequent years:
Fiscal Year | Amount (in th ousands) | |||
2020 | 253 | |||
2021 | 253 | |||
2022 | 253 | |||
2023 | 253 | |||
2024 | 253 |
Fiscal Year |
| Amount (in thousands) |
| |
2022 |
| $ | 253 |
|
2023 |
|
| 253 |
|
2024 |
|
| 253 |
|
2025 |
|
| 253 |
|
2026 |
|
| 253 |
|
Thereafter |
|
| 1,900 |
|
J. Third-Party Production Prepayments
For fiscal years 2021, 2020 and 2019 the Company brewed and packaged approximately 56%, 65%, and 74%, respectively, of its volume at Company-owned breweries. The Company brewed and packaged approximately 32%, 33% and 23% of its volume across various City Brewing Company, LLC locations for fiscal 2021, 2020 and 2019, respectively. In the normal course of its business, the Company has historically entered into various production arrangements with other brewing companies. Pursuant to these arrangements, the Company generally supplies raw materials and packaging to those brewing companies, and incurs conversion fees for labor at the time the liquid is produced and packaged. The Company has made payments for capital improvements at these third-party brewing facilities that it expenses over the period of the contracts. Total third-party production prepayments were as follows:
|
| December 25, |
|
| December 26, |
| ||
|
| (in thousands) |
| |||||
Prepaid expenses and other current assets |
| $ | - |
|
| $ | 14,816 |
|
Third-party production prepayments |
|
| 88,294 |
|
|
| 56,843 |
|
Total third-party production prepayments |
| $ | 88,294 |
|
| $ | 71,659 |
|
Effective March 27, 2021, the Company began classifying third-party production prepayments solely as non-current assets and reclassified the $14.8 million of third-party production prepayments at December 26, 2020 from current assets to non-current assets. The Company will expense the total prepaid amount of $88.3 million as of December 25, 2021 as a component of cost of goods sold over the contractual period ending December 31, 2025.
During the fifty-two weeks ended December 25, 2021, as a result of lower than anticipated demand for certain Truly brand styles and packages, the Company adjusted its volume plans for production at certain third-party facilities. The Company terminated relationships with some of its third-party production suppliers and recorded $19.6 million of costs related to terminating these contracts. In addition, the Company wrote off $9.5 million of amounts prepaid pursuant to a third-party production agreement that the Company has no future plans to utilize. Refer to Note C of these consolidated financial statements for further details.
During the fifty-two weeks ended December 25, 2021, the Company entered into a master transaction agreement with City Brewing Company, LLC to ensure access to capacity at a new location and continued access at certain existing locations. The agreement became effective during the second quarter of fiscal year 2021, upon the closing of the purchase of the new location by the third-party brewing services provider. As part of the master transaction agreement, the Company paid $10.0
56
million for capital improvements at the new location during the third quarter of fiscal year 2021. The Company paid an additional $17.9 million to ensure access to capacity during the fourth quarter of 2021. The agreement additionally includes monthly shortfall fees beginning January 1, 2023.
At current production volume projections, the Company believes that it will fall short of its future annual volume commitments at certain third-party production facilities, including those that are part of the master transaction agreement described above, and will incur shortfall fees. The Company will expense the shortfall fees during the contractual period when such fees are incurred as a component of cost of goods sold. As of December 25, 2021, if volume for the remaining term of the production arrangements was zero, the contractual shortfall fees would total approximately $210 million over the duration of the contracts which have expiration dates through December 31, 2031. In lieu of contractual shortfall fees, the Company terminated certain of its third-party production contracts for $7.1 million, with those costs recognized in contract terminations costs and other for the year ended December 25, 2021. At current volume projections the Company anticipates that it will recognize approximately $38 million of shortfall fees and expects to record those expenses as follows over the remaining current year and the five subsequent years:
|
| Expected Shortfall Fees to be Incurred |
| |
|
| (in millions) |
| |
2022 |
| $ | 6 |
|
2023 |
|
| 15 |
|
2024 |
|
| 11 |
|
2025 |
|
| 6 |
|
2026 |
|
| - |
|
Thereafter |
|
| - |
|
Total shortfall fees expected to be incurred |
| $ | 38 |
|
K. Accrued Expenses and Other Current Liabilities
Accrued expenses and othercurrent current liabilities consisted of the following:following:
|
| December 25, |
|
| December 26, |
| ||
|
| (in thousands) |
| |||||
Liability for wholesaler transaction (see Note D) |
| $ | 39,468 |
|
| $ | - |
|
Advertising, promotional and selling expenses |
|
| 25,867 |
|
|
| 15,752 |
|
Accrued destruction costs and provisions for non-cancellable purchase orders |
|
| 18,587 |
|
|
| — |
|
Employee wages, benefits and reimbursements |
|
| 21,476 |
|
|
| 50,938 |
|
Accrued deposits |
|
| 13,521 |
|
|
| 15,616 |
|
Deferred revenue |
|
| 8,049 |
|
|
| 13,522 |
|
Accrued taxes |
|
| 7,340 |
|
|
| 10,133 |
|
Accrued returns |
|
| 6,045 |
|
|
| 3,092 |
|
Other accrued liabilities |
|
| 21,199 |
|
|
| 20,491 |
|
|
| $ | 161,552 |
|
| $ | 129,544 |
|
December 28, 2019 | December 29, 2018 | |||||||
(in thousands) | ||||||||
Employee wages, benefits and reimbursements | $ | 35,394 | $ | 27,074 | ||||
Accrued deposits | 20,483 | 18,171 | ||||||
Advertising, promotional and selling expenses | 17,009 | 9,079 | ||||||
Deferred revenue | 6,984 | 4,587 | ||||||
Accrued utilities and third party fees | 4,075 | 1,881 | ||||||
Accrued excise taxes | 2,758 | 2,335 | ||||||
Accrued capital expenditures | 2,621 | — | ||||||
Accrued freight | 2,091 | 1,668 | ||||||
Other accrued liabilities | 7,692 | 8,616 | ||||||
$ | 99,107 | $ | 73,412 | |||||
L. Revolving Line of Credit
The Company has a credit facility in place that provides for a $150.0$150.0 million revolving line of credit which has a term not scheduled to expire until March 31, 2023.2023. The Company may elect an interest rate for borrowings under the credit facility based on either (i) the Alternative Prime Rate (4.75%(3.25% at December 28, 2019)25, 2021) or (ii) the applicable LIBOR rate (1.75%(0.09% at December 28, 2019)25, 2021) plus 0.45%0.45%. The Company incurs an annual commitment
There are also certain restrictive covenants set forth in the credit agreement. Pursuant to the negative covenants, the Company has agreed that it will not: enter into any indebtedness or guarantees other than those specified by the lender, enter into any sale and leaseback transactions, merge, consolidate, or dispose of significant assets without the lender’s prior written consent, make or maintain any investments other than those permitted in the credit agreement, or enter into any transactions with affiliates outside of the ordinary course of business. In addition, the credit agreement requires the Company to obtain prior written consent from the lender on distributions on account of, or in repurchase, retirement or purchase of its capital stock or
57
other equity interests with the exception of the following: (a) distributions of capital stock from subsidiaries to The Boston Beer Company, Inc. and Boston Beer Corporation (a subsidiary of The Boston Beer Company, Inc.), (b) repurchase from former employees of
M. Income Taxes
Significant components of the provision for income taxestax (benefit) provision are as follows:
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
|
| (in thousands) |
| |||||||||
Current: |
|
|
|
|
|
|
|
|
| |||
Federal |
| $ | (4,473 | ) |
| $ | 25,115 |
|
| $ | 18,510 |
|
State |
|
| 2,078 |
|
|
| 9,455 |
|
|
| 8,084 |
|
Total current |
|
| (2,395 | ) |
|
| 34,570 |
|
|
| 26,594 |
|
Deferred: |
|
|
|
|
|
|
|
|
| |||
Federal |
|
| (2,762 | ) |
|
| 16,363 |
|
|
| 8,081 |
|
State |
|
| (2,487 | ) |
|
| 1,337 |
|
|
| (346 | ) |
Total deferred |
|
| (5,249 | ) |
|
| 17,700 |
|
|
| 7,735 |
|
Total income tax (benefit) provision |
| $ | (7,644 | ) |
| $ | 52,270 |
|
| $ | 34,329 |
|
2019 | 2018 | 2017 | ||||||||||
(in thousands) | ||||||||||||
Current: | ||||||||||||
Federal | $ | 18,510 | $ | 4,471 | $ | 34,255 | ||||||
State | 8,084 | 4,894 | 5,225 | |||||||||
Total current | 26,594 | 9,365 | 39,480 | |||||||||
Deferred: | ||||||||||||
Federal | 8,081 | 12,860 | (22,489 | ) | ||||||||
State | (346 | ) | 1,398 | 102 | ||||||||
Total deferred | 7,735 | 14,258 | (22,387 | ) | ||||||||
Total provision for income taxes | $ | 34,329 | $ | 23,623 | $ | 17,093 | ||||||
The Company’s reconciliations to statutory rates are as follows:
2019 | 2018 | 2017 | ||||||||||
Statutory rate | 21.0 | % | 21.0 | % | 35.0 | % | ||||||
State income taxes, net of federal benefit | 4.6 | 4.6 | 3.6 | |||||||||
Deduction relating to U.S. production activities | — | — | (3.2 | ) | ||||||||
Deduction relating to excess stock based compensation | (3.2 | ) | (3.6 | ) | (3.7 | ) | ||||||
Change relating to enacted Tax Cuts and Jobs Act | — | — | (17.5 | ) | ||||||||
Non-deductable meals & entertainment | 0.7 | 1.1 | 0.9 | |||||||||
Accounting method changes | — | (3.9 | ) | — | ||||||||
Change in valuation allowance | 0.4 | 0.7 | — | |||||||||
Other | 0.3 | 0.4 | (0.4 | ) | ||||||||
23.8 | % | 20.3 | % | 14.7 | % | |||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
Statutory rate |
|
| 21.0 | % |
|
| 21.0 | % |
|
| 21.0 | % |
State income taxes, net of federal benefit |
|
| 11.0 |
|
|
| 4.4 |
|
|
| 4.6 |
|
Deduction relating to excess stock based compensation |
|
| (153.8 | ) |
|
| (4.3 | ) |
|
| (3.2 | ) |
Non-deductible meals & entertainment |
|
| 5.6 |
|
|
| 0.2 |
|
|
| 0.7 |
|
Change in unrecognized tax benefits (including interest and penalty) |
|
| (8.7 | ) |
|
| — |
|
|
| — |
|
Federal and state provision to return |
|
| (7.1 | ) |
|
| (0.1 | ) |
|
| (0.3 | ) |
Change in valuation allowance |
|
| 21.9 |
|
|
| 0.1 |
|
|
| 0.4 |
|
Other |
|
| (0.6 | ) |
|
| 0.1 |
|
|
| 0.6 |
|
|
|
| (110.7 | )% |
|
| 21.4 | % |
|
| 23.8 | % |
Significant components of the Company’s deferreddeferred tax assets and liabilities are as follows at:
|
| December 25, 2021 |
|
| December 26, |
| ||
|
| (in thousands) |
| |||||
Deferred tax assets: |
|
|
|
|
|
| ||
Lease Liabilities |
| $ | 16,236 |
|
| $ | 17,951 |
|
Inventory |
|
| 14,343 |
|
|
| 4,114 |
|
Stock-based compensation expense |
|
| 6,713 |
|
|
| 5,568 |
|
Loss carryforwards |
|
| 3,859 |
|
|
| — |
|
Accrued expenses |
|
| 3,449 |
|
|
| 1,581 |
|
Accrued commitments for inventory at vendor locations |
|
| 2,607 |
|
|
| — |
|
Tax credit carryforwards |
|
| 1,874 |
|
|
| 774 |
|
Accrued destruction costs |
|
| 1,538 |
|
|
| — |
|
Accrued noncancellable purchase orders for cancelled projects |
|
| 1,134 |
|
|
| — |
|
Other |
|
| 1,569 |
|
|
| 1,439 |
|
Total deferred tax assets |
|
| 53,322 |
|
|
| 31,427 |
|
Valuation allowance |
|
| (3,341 | ) |
|
| (2,022 | ) |
Total deferred tax assets net of valuation allowance |
|
| 49,981 |
|
|
| 29,405 |
|
Deferred tax liabilities: |
|
|
|
|
|
| ||
Property, plant and equipment |
|
| (102,696 | ) |
|
| (88,947 | ) |
Right-of-use assets |
|
| (14,035 | ) |
|
| (15,695 | ) |
Amortization |
|
| (15,024 | ) |
|
| (12,900 | ) |
Prepaid expenses |
|
| (5,721 | ) |
|
| (4,528 | ) |
Total deferred tax liabilities |
|
| (137,476 | ) |
|
| (122,070 | ) |
Net deferred tax liabilities |
| $ | (87,495 | ) |
| $ | (92,665 | ) |
December 28, | December 29, | |||||||
2019 | 2018 | |||||||
(in thousands) | ||||||||
Deferred tax assets: | ||||||||
Lease Liabilities | $ | 15,567 | $ | — | ||||
Inventory | 5,868 | 1,356 | ||||||
Stock-based compensation expense | 5,818 | 5,156 | ||||||
Accrued expenses | 3,232 | 1,913 | ||||||
Other | 1,914 | 2,478 | ||||||
Total deferred tax assets | 32,399 | 10,903 | ||||||
Valuation allowance | (1,866 | ) | (1,291 | ) | ||||
Total deferred tax assets net of valuation allowance | 30,533 | 9,612 | ||||||
Deferred tax liabilities: | ||||||||
Property, plant and equipment | (78,232 | ) | (57,099 | ) | ||||
Right-of-use Assets | (14,203 | ) | — | |||||
Amortization | (10,899 | ) | (733 | ) | ||||
Prepaid expenses | (2,209 | ) | (949 | ) | ||||
Total deferred tax liabilities | (105,543 | ) | (58,781 | ) | ||||
Net deferred tax liabilities | $ | (75,010 | ) | $ | (49,169 | ) | ||
The Company’s practicepolicy is to classify interest and penalties related to income tax matters in income tax expense. Interest and penalties included in the provision for income taxes amounted toto $0.0 million, $0.1 million, and $0.0 million for0 in each of the fiscal years 2019, 2018,2021, 2020, and 2017, respectively. 2019.
58
Accrued interest and penalties amounted to $0.1$0.2 million and $0.1$0.2 million at December 28, 201925, 2021 and December 29, 2018,26, 2020, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
| 2021 |
|
| 2020 |
| ||
|
| (in thousands) |
| |||||
Balance at beginning of year |
| $ | 812 |
|
| $ | 811 |
|
Increases related to current year tax positions |
|
| 59 |
|
|
| — |
|
Increases related to prior year tax positions |
|
| 36 |
|
|
| 13 |
|
Decreases related to lapse of statute of limitations |
|
| (675 | ) |
|
| (12 | ) |
Balance at end of year |
| $ | 232 |
|
| $ | 812 |
|
2019 | 2018 | |||||||
(in thousands) | ||||||||
Balance at beginning of year | $ | 836 | $ | 292 | ||||
Increases related to current year tax positions | 101 | 8 | ||||||
(Decreases) Increases related to prior year tax positions | (63 | ) | 636 | |||||
Decreases related to settlements | — | (100 | ) | |||||
Decreases related to lapse of statute of limitations | (63 | ) | — | |||||
Balance at end of year | $ | 811 | $ | 836 | ||||
Included in the balance of unrecognized tax benefits at December 28, 201925, 2021 and December 29, 201826, 2020 are potential net benefits of $0.8
In September 2017, the Internal Revenue Service (“IRS”) commenced an examination of the Company’s 2015 consolidated corporate income tax return. The examination was completed in July 2018 resulting in a no change report.
As of December 28, 2019,25, 2021, the Company’s 2016, 2017,2018, 2019, and 20182020 federal income tax returns remain subject to examination by IRS. The Company’s state income tax returns remain subject to examination for three
It is reasonably possible that the Company’s unrecognized tax benefits may increase or decrease in 20202021 if there are changes as a result of potential income tax audits; however, the Company cannot estimate the range of such possible changes. The Company does not expect that any potential changes would have a material impact on the Company’s financial position, results of operations or cash flows.
As of December 28, 2019,25, 2021, the Company’s deferred tax assets included a capital loss carryforward totaling $1.7 million. If unused, the capital0.9 million, which is expected to expire before being utilized. The Company has included a valuation allowance against this loss carryforward will expire in fiscal yearcarryforward.
N. Commitments and Contingencies
Contractual Obligations
As of December 28, 2019,25, 2021, projected cash outflows undernon-cancelable
|
| Payments Due by Period |
| |||||||||||||||||||||||||
|
| Total |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| 2026 |
|
| Thereafter |
| |||||||
|
| (in thousands) |
| |||||||||||||||||||||||||
Ingredients (excluding hops and malt) |
| $ | 158,044 |
|
| $ | 123,662 |
|
| $ | 34,382 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Brand support |
|
| 86,503 |
|
|
| 65,284 |
|
|
| 9,778 |
|
|
| 6,722 |
|
|
| 4,639 |
|
|
| 80 |
|
|
| — |
|
Equipment and machinery |
|
| 44,542 |
|
|
| 44,542 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Hops and malt |
|
| 45,353 |
|
|
| 34,047 |
|
|
| 6,241 |
|
|
| 3,461 |
|
|
| 1,604 |
|
|
| — |
|
|
| — |
|
Other |
|
| 14,766 |
|
|
| 9,790 |
|
|
| 2,594 |
|
|
| 1,696 |
|
|
| 686 |
|
|
| — |
|
|
| — |
|
Total contractual obligations |
| $ | 349,208 |
|
| $ | 277,325 |
|
| $ | 52,995 |
|
| $ | 11,879 |
|
| $ | 6,929 |
|
| $ | 80 |
|
| $ | — |
|
Payments Due by Period | ||||||||||||||||||||||||||||
Total | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Brand support | 80,157 | $ | 47,380 | $ | 9,827 | $ | 9,652 | $ | 4,760 | $ | 4,338 | $ | 4,200 | |||||||||||||||
Apples and other ingredients | 52,904 | 47,810 | 2,547 | 2,547 | — | — | — | |||||||||||||||||||||
Hops, barley and wheat | 52,466 | 35,589 | 6,346 | 4,503 | 2,288 | 2,157 | 1,583 | |||||||||||||||||||||
Equipment and machinery | 35,528 | 35,528 | — | — | — | — | — | |||||||||||||||||||||
Other | 20,422 | 17,123 | 2,620 | 364 | 170 | 45 | 100 | |||||||||||||||||||||
Total contractual obligations | $ | 241,477 | $ | 188,524 | $ | 18,793 | $ | 14,519 | $ | 7,218 | $ | 6,540 | $ | 5,883 | ||||||||||||||
The Company’s accounting policy for inventory and non-cancellable purchase commitments is to recognize a loss by establishing a reserve to the extent inventory levels and commitments exceed forecasted needs. The computation of the excess inventory requires management to make certain assumptions regarding future sales growth, product mix, cancellation costs and supply, among others. Actual results may differ materially from management’s estimates. The Company continues to manage inventory levels and purchase commitments in an effort to maximize utilization. However, changes in management’s assumptions regarding future sales growth, product mix and hops market conditions could result in future material losses.
The Company utilizes several varieties of hops in the fiscal year ended December 28, 2019,production of its products. To ensure adequate supplies of these varieties, the Company brewed approximately 74%enters into advance multi-year purchase commitments based on forecasted future hop requirements, among other factors. These purchase commitments extend through crop year 2025 and specify both the quantities and prices,
59
denominated in U.S. Dollar, Euros, New Zealand Dollars and British Pounds, to which the Company is committed. Hops purchase commitments outstanding at December 25, 2021 totaled $22.5 million, based on the exchange rates on that date.
The Company does not use forward currency exchange contracts and intends to purchase future hops using the exchange rate at the time of purchase. These contracts were deemed necessary in order to bring hop inventory levels and purchase commitments into balance with the Company’s current brewing volume and hop usage forecasts. In addition, these contracts enable the Company to secure its volume at Company-owned breweries. Inposition for future supply with hop vendors in the normal courseface of its business,some competitive buying activity.
Currently, the Company has historically entered into various production arrangements with other brewing companies. Pursuant to these arrangements, the Company supplies raw materials to those brewing companies,contracts for barley and incurs conversion fees for labor at the time the liquid is produced and packaged. The Company is also obligated to meet annual volume requirementswheat used in conjunction with certain production arrangements, which are not material to the Company’s operations.
Certain of the Company had prepaid brewing service fees of $4.9 million in prepaid expenses and other current assets and $12.9 million in other assets, long term. The Company plans to expense the total amount of $17.8millionover a 60 month period ending in 2024.
The Company continues to review the impact the COVID-19 pandemic will have on its future commitments and contingencies but does not believe that the future commitments will be materially impacted.
Litigation
The Company is currently not aand in the future may be party to any pendinglegal proceedings and claims, including class action claims, where significant damages are asserted against it. Given the inherent uncertainty of litigation, it is possible that the Company could incur liabilities as a consequence of these claims, which may or threatened litigation, the outcome of which would be expected tomay not have a material adverse effect on itsthe Company’s financial condition or the results of its operations. The Company has contingencies, for which it may record provisions if in the opinion of management and its legal counsel, the risk of loss is probable and able to be estimated. The most significant contingencies are discussed below.
Securities Litigation. On September 14, 2021, a purported class action lawsuit was filed by an individual shareholder in the United States District Court for the Southern District of New York against the Company and three of its officers. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 between April 22, 2021 and September 8, 2021. The plaintiff claims that defendants made materially false and/or misleading statements or failed to disclose material adverse facts about the Company’s business, operations, and prospects. A second, nearly identical purported class action lawsuit was filed by another individual shareholder in the same court on October 8, 2021. The two cases were consolidated on December 14, 2021, and an amended complaint was filed on January 13, 2022.The Company intends to vigorously defend against this lawsuit. A range of potential loss is not estimable at this time.
False Advertising. On August 26, 2021, a proposed class action lawsuit was filed by two individuals in the United States District Court for the Southern District of California against the Company. The complaint alleges claims for false advertising, breach of warranty, unlawful business practices, unfair competition, and violations of certain California and New York consumer protection acts. The plaintiff claims that the Company falsely or misleadingly labelled its Truly products with respect to the ingredients contained therein. The Company intends to vigorously assert and defend its rights in this lawsuit. A range of potential loss is not estimable at this time.
O. Fair Value Measurements
The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the
60
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
•
The Company’s money market funds are measured at fair value on a recurring basis (at least annually) and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The
At December 28, 201925, 2021 and December 29, 2018,26, 2020, the Company had money market funds with a “Triple A” rated money market fund. The Company considers the “Triple A” rated money market fund to be a large, highly-rated investment-grade institution. As of December 28, 2019,25, 2021 and December 29, 2018,26, 2020, the Company’s cash and cash equivalents balance was $36.7$26.9 million and $108.4$163.3 million, respectively, including money market funds amounting to $29.5$5.8 million and $107.5$157.6 million, respectively.
During the year ended December 25, 2021, the Company determined that it would be unable to use or repurpose certain of its in-service and under construction capital projects to generate future economic benefits. Accordingly, property, plant and equipment with a carrying value of $17.8 million was written down to its estimated fair value of $5.1 million. This $12.7 million charge was included within asset impairments for the year ended December 25, 2021. The estimate of fair value was determined based on the expected salvage value of the assets. Also relating to discontinued capital projects, the Company recognized a provision of $6.3 million for amounts owed to third-parties under non-cancellable purchase orders for components of the capital projects which were determined to have no future economic benefit. Refer to Note C of these financial statements for further details.
P. Common Stock and Share-Based Compensation
Class A Common Stock
The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) certain future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) certain alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets.
Class B Common Stock
The Class B Common Stock has full voting rights, including the right to (1) elect a majority of the members of the Company’s Board of Directors and (2) approve all (a) amendments to the Company’s Articles of Organization, (b) mergers or consolidations with, or acquisitions of, other entities, (c) sales or dispositions of any significant portion of the Company’s assets, and (d) equity-based and other executive compensation and other significant corporate matters. The Company’s Class B Common Stock is not listed for trading. Each share of Class B Common Stock is freely convertible into one share of Class A Common Stock, upon request of any Class B holder, and participates equally in earnings.
All distributions with respect to the Company’s capital stock are restricted by the Company’s credit agreement, with the exception of distributions of capital stock from subsidiaries to The Boston Beer Company, Inc. and
61
Employee Stock Compensation Plan
The Company’s Employee Equity Incentive Plan (the “Equity Plan”) currently provides for the grant of discretionary options, restricted stock awards and restricted stock units to employees, and provides for shares to be sold to employees of the Company at a discounted purchase price under its investment share program. The Equity Plan is administered by the Board of Directors of the Company, based on recommendations received from the Compensation Committee of the Board of Directors. The Compensation Committee consists of three independent directors. In determining the quantities and types of awards for grant, the Compensation Committee periodically reviews the objectives of the Company’s compensation system and takes into account the position and responsibilities of the employee being considered, the nature and value to the Company of his or her service and accomplishments, his or her present and potential contributions to the success of the Company, the value of the type of awards to the employee and such other factors as the Compensation Committee deems relevant.
Stock options and related vesting requirements and terms are granted at the Board of Directors’ discretion, but generally vest ratably over three to fivefive-year-year periods and, with respect to certain options granted to members of senior management, based on the Company’s performance. Generally, the maximum contractual term of stock options is ten years, although the Board of Directors may grant options that exceed the2019, 2018,2021, 2020, and 2017,2019, the Company granted options to purchase 26,50718,998 shares, 27,49021,992 shares, 5,18526,507 shares, respectively, of its Class A Common Stock to employees at market pricevalue on the grant dates. Of the shares granted intotal 2021 stock option grants, 10,935 are service-based and vest ratably over a service period of 3 years and 8,063 are performance-based.
During fiscal years 2021, 2020, and 2019, 14,680 shares related to performance-based stock options and 11,827 shares related to service-based stock options.
The Equity Plan also has an investment share program which permits employees who have been with the Company for at least one year to purchase shares of Class A Common Stock at a discount from current market value of 0%0% to 40%40%, based on the employee’s tenure with the Company. Investment shares vest ratably over service periods of five years. years. Participants may pay for these shares either up front or through payroll deductions over an eleven-month period during the year of purchase. During fiscal years 2019, 2018,2021, 2020, and 2017,2019, employees elected to purchase an aggregate of 7,9014,954 investment shares, 9,2149,127 investment shares, and 10,1467,901 investment shares, respectively.
The Company has reserved 6.7 million shares of Class A Common Stock for issuance pursuant to the Equity Plan, of which 1.11.0 million shares were available for grant as of December 28, 2019.25, 2021. Shares reserved for issuance under cancelled employee stock options and forfeited restricted stock are returned to the reserve under the Equity Plan for future grants or purchases. The Company also purchases unvested investment shares from employees who have left the Company at the lesser of (i) the price paid for the shares when the employee acquired the shares or (ii) the fair market value of the shares as of the date next preceding the date on which the shares are called for redemption by the Company. These shares are also returned to the reserve under the Equity Plan for future grants or purchases.
Non-Employee
The Company has a stock option plan for“Non-Employee
The Company has reserved 0.6 million shares of Class A Common Stock for issuance pursuant to the28, 2019.25, 2021. Shares under any cancelled
62
Option Activity
Information related to stock options under the Equity Plan and the
|
| Shares |
|
| Weighted- |
|
| Weighted- |
|
| Aggregate |
| ||||
Outstanding at December 26, 2020 |
|
| 241,847 |
|
| $ | 228.58 |
|
|
|
|
|
|
| ||
Granted |
|
| 20,420 |
|
|
| 1,031.01 |
|
|
|
|
|
|
| ||
Exercised |
|
| (40,913 | ) |
|
| 186.52 |
|
|
|
|
|
|
| ||
Outstanding at December 25, 2021 |
|
| 221,354 |
|
| $ | 310.38 |
|
|
| 5.53 |
|
| $ | 54,048 |
|
Exercisable at December 25, 2021 |
|
| 98,390 |
|
| $ | 228.66 |
|
|
| 4.78 |
|
| $ | 28,199 |
|
Vested and expected to vest at December 25, 2021 |
|
| 205,369 |
|
| $ | 305.29 |
|
|
| 5.48 |
|
| $ | 50,688 |
|
Shares | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term in Years | Aggregate Intrinsic Value (in thousands) | |||||||||||||
Outstanding at December 29, 2018 | 366,829 | $ | 155.75 | |||||||||||||
Granted | 31,286 | 313.56 | ||||||||||||||
Forfeited | — | — | ||||||||||||||
Expired | — | — | ||||||||||||||
Exercised | (82,437 | ) | 97.80 | |||||||||||||
Outstanding at December 28, 2019 | 315,678 | $ | 186.53 | 5.75 | $ | 60,680 | ||||||||||
Exercisable at December 28, 2019 | 93,113 | $ | 148.60 | 4.08 | $ | 21,430 | ||||||||||
Vested and expected to vest at December 28, 2019 | 286,312 | $ | 184.83 | 5.67 | $ | 55,522 | ||||||||||
Of the total options outstanding at December 28, 2019, 65,30625, 2021, 8,057 shares were performance-based options for which the performance criteria had yet to be achieved and 40,60721,992 shares were performance-based options for which the performance criteria had been met but yet to be approved for vesting by the Board of Directors.
Stock Compensation to Chief Executive
On April 30, 2018,March 1, 2021, the Company granted its incoming Chief Executive Officer a performance-basedservice-based stock option to purchase 9,95910,935 shares of the Company’s Class A Common stock with a weighted average fair value of $100.50$457.25 and exercise price of $1,028.71 per share, which vests through 2022.2026. The incoming Chief Executive Officer was also granted 64,3254,861 restricted stock awardsunits with a weighted-average fair value of $229.30$1,028.71 per share with service-based vesting through 2023.
Stock-Based Compensation
The following table provides information regarding stock-based compensation expense included in operating expenses in the accompanying consolidated statements of comprehensive income:
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
|
| (in thousands) |
| |||||||||
Amounts included in advertising, promotional and |
| $ | 5,612 |
|
| $ | 4,467 |
|
| $ | 3,996 |
|
Amounts included in general and administrative |
|
| 13,003 |
|
|
| 10,815 |
|
|
| 8,341 |
|
Total stock-based compensation expense |
| $ | 18,615 |
|
| $ | 15,282 |
|
| $ | 12,337 |
|
Amounts related to performance-based stock awards |
| $ | 3,384 |
|
| $ | 2,771 |
|
| $ | 1,944 |
|
2019 | 2018 | 2017 | ||||||||||
(in thousands) | ||||||||||||
Amounts included in advertising, promotional and selling expenses | $ | 3,996 | $ | 3,243 | $ | 2,868 | ||||||
Amounts included in general and administrative expenses | 8,341 | 6,792 | 3,448 | |||||||||
Total stock-based compensation expense | $ | 12,337 | $ | 10,035 | $ | 6,316 | ||||||
Amounts related to performance-based stock awards included in total stock-based compensation expense | $ | 1,944 | $ | 1,750 | $ | 36 | ||||||
As permitted by ASC 718, the Company uses a lattice model, such as the trinomial option-pricing model, to estimate the fair values of stock options. The Company believes that the Black-Scholes option-pricing model is
Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
Expected volatility |
|
| 36.1 | % |
|
| 32.6 | % |
|
| 32.1 | % |
Risk-free interest rate |
|
| 1.45 | % |
|
| 1.09 | % |
|
| 2.63 | % |
Expected dividends |
|
| 0 | % |
|
| 0 | % |
|
| 0 | % |
Exercise factor |
| 2.6 times |
|
| 2.1 times |
|
| 2.33 times |
| |||
Discount for post-vesting restrictions |
|
| 0.0 | % |
|
| 0.0 | % |
|
| 0.0 | % |
63
2019 | 2018 | 2017 | ||||||||||
Expected volatility | 32.1 | % | 34.0 | % | 36.2 | % | ||||||
Risk-free interest rate | 2.63 | % | 2.68 | % | 2.30 | % | ||||||
Expected dividends | 0 | % | 0 | % | 0 | % | ||||||
Exercise factor | 2.33 times | 2.52 times | 3.63 times | |||||||||
Discount for post-vesting restrictions | 0.0 | % | 0.0 | % | 0.0 | % |
Expected volatility is based on the Company’s historical realized volatility. The risk-free interest rate represents the implied yields available from the U.S. Treasury0%0% because the Company has not paid dividends in the past and currently has no known intention to do so in the future. Exercise factor and discount for post-vesting restrictions are based on the Company’s historical experience.
Fair value of restricted stock awards is based on the Company’s traded stock price on the date of the grants. Fair value of investment shares is calculated using the trinomial option-pricing model.
The Company uses the straight-line attribution method in recognizing stock-based compensation expense for awards that vest based on service conditions. For awards that vest subject to performance conditions, compensation expense is recognized ratably for each tranche of the award over the performance period if it is probable that performance conditions will be met.
The Company recognizes compensation expense, less estimated forfeitures of 11.0%13.0%. The forfeiture rate is based upon historical experience and the Company periodically reviews this rate to ensure proper projection of futureforfeitures.
The total fair value of options vested during fiscal years 2021, 2020, and 2019 2018, and 2017 was $2.5$6.3 million, $3.2$4.8 million, and $2.9$2.5 million, respectively. The aggregate intrinsic value of stock options exercised during fiscal years 2021, 2020, and 2019 2018, and 2017 was $20.9$28.9 million, $19.2$45.9 million, and $14.9$20.9 million, respectively.
Based on equity awards outstanding as of December 28, 2019,25, 2021, there is $24.8$31.0 million of unrecognized compensation costs, net of estimated forfeitures, related to unvested share-based compensation arrangements that are expected to vest. Such costs are expected to be recognized over a weighted-average period of 2.0 years. The following table summarizes the estimated future annual stock-based compensation expense related to share-based arrangements existing as of
Non-Vested Shares Activity
2020 | $ | 10,231 | ||
2021 | 7,529 | |||
2022 | 5,000 | |||
2023 | 1,731 | |||
2024 | 334 | |||
Total | $ | 24,825 | ||
The following table summarizes vesting activities of shares issued under the investment share program and restricted stock awards:
|
| Number of Shares |
|
| Weighted Average Fair Value |
| ||
Non-vested at December 26, 2020 |
|
| 114,316 |
|
| $ | 263.47 |
|
Granted |
|
| 17,821 |
|
|
| 877.10 |
|
Vested |
|
| (42,038 | ) |
|
| 227.40 |
|
Forfeited |
|
| (1,251 | ) |
|
| 458.28 |
|
Non-vested at December 25, 2021 |
|
| 88,848 |
|
| $ | 401.70 |
|
|
|
|
|
|
|
|
Number Shares | Weighted Average Value | |||||||
Non-vested at December 29, 2018 | 126,720 | $ | 192.74 | |||||
Granted | 30,410 | 269.91 | ||||||
Vested | (33,205 | ) | 188.63 | |||||
Forfeited | (1,783 | ) | 161.42 | |||||
Non-vested at December 28, 2019 | 122,142 | $ | 213.52 | |||||
42,038 shares vested in 2021 with a weighted average fair value of $227.40, 45,860 shares vested in 2020 with a weighted average fair value of $214.23, and 33,205 shares vested in 2019 with a weighted average fair value of $188.63. 20,678 shares vested in 2018 with a weighted average fair value of $156.50. 22,213 shares vested in 2017 with a weighted average fair value of $151.32.
Stock Repurchase Program
In 1998, the Board of Directors authorized management to implement a stock repurchase program. As of December 28, 2019,25, 2021, the Company has repurchased a cumulative total of approximately 13.8 million. There were 0 stock repurchases during fiscal years 2021, 2020 or 2019.
Dogfish Head Brewery Transaction
On May 8, 2019, the Company entered into definitive agreements to acquire through the acquisition of all of the equity interests held by certain private entities in Off-Centered Way LLC, the parent holding company of the Dogfish Head operations (the "Dogfish Head Transaction"). The Dogfish Head Transaction closed on July 3, 2019, for total consideration of $336.0 million consisting of $173.0 million in cash and 429,291 shares of itsrestricted Class A Common Stock forthat had an aggregate purchase pricemarket value as of approximately $840.7July 3, 2019 of $163.0 million, as follows:
Number of Shares | Aggregate Purchase | |||||||
(in thousands) | ||||||||
Repurchased at December 31, 2016 | 12,483,556 | $ | 607,750 | |||||
2017 repurchases | 963,790 | 144,602 | ||||||
Repurchased at December 30, 2017 | 13,447,346 | 752,352 | ||||||
2018 repurchases | 349,691 | 88,312 | ||||||
Repurchased at December 29, 2018 | 13,797,037 | 840,664 | ||||||
2019 repurchases | — | — | ||||||
Repurchased at December 28, 2019 | 13,797,037 | $ | 840,664 | |||||
64
Q. Employee Retirement Plans and Post-Retirement Medical Benefits
The Company has 1 retirement plan covering substantially all non-union employees; 2 other retirement plans, one of which covers substantially all union employees, and the other of which covers employees of a specific union;union which was terminated in 2020; and post-retirement medical benefits covering substantially all union employees.
Non-Union
The Boston Beer Company 401(k) Plan (the “Boston Beer 401(k) Plan”), which was established by the Company in 1993, is a Company-sponsored defined contribution plan that covers a majority of the Company’semployment.employment. Participants may make voluntary contributions
As part of the Dogfish Head Transaction, the Company acquired The Dogfish Head 401(k) Plan (the “Dogfish Head 401(k) Plan”), which is a Company-sponsored defined contribution plan that is available to all Dogfish Head employees. Participants may make voluntary contributions up to 60%60% of their annual compensation, subject to IRS limitations. The Company matches each participant’s contribution. A maximum of 5%5% of compensation is taken into account in determining the amount of the match. The Company matches 100%100% of the first 3%3% of the eligible compensation participants contribute. Thereafter, the Company matches 50%50% of the eligible contribution. The Company’s contributions to the Dogfish Head 401(k) Plan amounted to $0.3$0.3million in fiscal year 2019. In January 2020, the Dogfish Head 401(k) Plan merged with the Boston Beer 401(k) Plan.
Union Plans
The Samuel Adams Cincinnati Brewery 401(k) Plan for Represented Employees (the “SACB 401(k) Plan”) is a Company-sponsored defined contribution plan. It was established in 1997 and is available to all union employees upon commencement of employment or, if later, attaining age 21. Participants may make voluntary contributions up to 60%60% of their annual compensation to the SACB 401(k) Plan, subject to IRS limitations. Company contributions for fiscal years 20192021 and 20182020 were insignificant. The basic annual administrative fee for the SACB 401(k) Plan is paid by the Plan’s investment fund revenue. In addition, per the Service Provider Payment Agreement, a credit up to a maximum of two basis points multiplied by the total amount of assets under the Plan per year, excluding participant loans, is available for paying eligible Plan expenses. The Company is responsible for the payment of any additional fees related to the management of the SACB 401(k) Plan. Such fees are not material to the Company.
The Samuel Adams Brewery Company, Ltd. Local Union No. 1199 Pension Plan (the “Local 1199 Pension Plan”) iswas a Company-sponsored defined benefit pension plan. It was established in 1991 and is was open to all union employees who are covered by the Company’s collective bargaining agreement with Teamsters Local Union
The Company provides a supplement to eligible retirees from Local 1, Local 20, and Local Union 1199 to assist them with the cost of Medicare gap coverage after their retirement on account of age or permanent disability. To qualify for this benefit (collectively, the “Retiree Medical Plan”), an employee must have worked for at least 20 years for the Company or its predecessor at the Company’s Cincinnati Brewery, must have been enrolled in the Company’s group medical insurance plan for at least 5 years before retirement and, in the case of retirees from3.32%2.86% at December 28, 201925, 2021 and 4.27%2.50% at December 29, 201826, 2020 and a 2.5%2.50% health care cost increase based on the Cincinnati Consumer Price Index for the years 2019, 2018,2021, 2020, and 2017.2019. The effect of a 1% point increase and the effect of a 1% point decrease in the assumed health care cost trend rates on the aggregate of the service and interest cost components of net periodic post-retirement health care benefit costs and on the accumulated post-retirement benefit obligation for health care benefits would not be significant.
65
In addition, the comprehensive medical plan offered to currently employed members of Local 20 remains available to them should they retire after reaching age 57, and before reaching age 65, with at least 20 years of service with the Company or its predecessor at the Company’s Cincinnati Brewery. These eligible retirees may choose to continue to be covered under the Company’s comprehensive group medical plan until they reach the age when they are eligible for Medicare health benefits under the Social Security Act or coverage under a comparable State health benefit plan. Eligible retirees pay 100%100% of the cost of the coverage.
The funded status of the Local 1199 Pension Plan and the Retiree Medical Plan areis as follows:
|
|
| Retiree Medical Plan |
| |||||
|
|
| December 25, |
|
| December 26, |
| ||
|
|
|
| ||||||
Benefit obligation at end of fiscal year |
|
| $ | 1,040 |
|
| $ | 1,077 |
|
Unfunded Status |
|
| $ | 1,040 |
|
| $ | 1,077 |
|
Local 1199 Pension Plan | Retiree Medical Plan | |||||||||||||||
December 28, 2019 | December 29, 2018 | December 28, 2019 | December 29, 2018 | |||||||||||||
(in thousands) | ||||||||||||||||
Fair value of plan assets at end of fiscal year | $ | 3,946 | $ | 3,322 | $ | — | $ | — | ||||||||
Benefit obligation at end of fiscal year | 6,680 | 5,357 | 888 | 731 | ||||||||||||
Unfunded Status | $ | (2,734 | ) | $ | (2,035 | ) | $ | (888 | ) | $ | (731 | ) | ||||
Asset Category | December 28, 2019 | December 29, 2018 | ||||||
Cash equivalents | 100 | % | 0 | % | ||||
Equity securities | 0 | % | 61 | % | ||||
Debt securities | 0 | % | 39 | % | ||||
Total | 100 | % | 100 | % | ||||
R. Net Income per Share
Net Income per Common Share - Basic
The following table sets forth the computation of basic net income per share using the
December 28, 2019 | December 29, 2018 | December 30, 2017 | ||||||||||
(in thousands, except per share data) | ||||||||||||
Net Income | $ | 110,041 | $ | 92,663 | $ | 99,049 | ||||||
Allocation of net income for basic: | ||||||||||||
Class A Common Stock | $ | 82,474 | $ | 68,080 | $ | 73,114 | ||||||
Class B Common Stock | 26,600 | 23,710 | 25,391 | |||||||||
Unvested participating shares | 967 | 873 | 544 | |||||||||
$ | 110,041 | $ | 92,663 | $ | 99,049 | |||||||
Weighted average number of shares for basic: | ||||||||||||
Class A Common Stock | 8,908 | 8,620 | 8,933 | |||||||||
Class B Common Stock* | 2,873 | 3,002 | 3,102 | |||||||||
Unvested participating shares | 105 | 111 | 67 | |||||||||
11,886 | 11,733 | 12,102 | ||||||||||
Net income per share for basic: | ||||||||||||
Class A Common Stock | $ | 9.26 | $ | 7.90 | $ | 8.18 | ||||||
Class B Common Stock | $ | 9.26 | $ | 7.90 | $ | 8.18 | ||||||
|
| December 25, |
|
| December 26, |
|
| December 28, |
| |||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||
|
| (in thousands, except per share data) |
| |||||||||
Net Income |
| $ | 14,553 |
|
| $ | 191,960 |
|
| $ | 110,041 |
|
Allocation of net income for basic: |
|
|
|
|
|
|
|
|
| |||
Class A Common Stock |
| $ | 11,995 |
|
| $ | 153,106 |
|
| $ | 82,474 |
|
Class B Common Stock |
|
| 2,506 |
|
|
| 37,690 |
|
|
| 26,600 |
|
Unvested participating shares |
|
| 52 |
|
|
| 1,164 |
|
|
| 967 |
|
|
| $ | 14,553 |
|
| $ | 191,960 |
|
| $ | 110,041 |
|
Weighted average number of shares for basic: |
|
|
|
|
|
|
|
|
| |||
Class A Common Stock |
|
| 10,121 |
|
|
| 9,734 |
|
|
| 8,908 |
|
Class B Common Stock* |
|
| 2,115 |
|
|
| 2,396 |
|
|
| 2,873 |
|
Unvested participating shares |
|
| 44 |
|
|
| 74 |
|
|
| 105 |
|
|
|
| 12,280 |
|
|
| 12,204 |
|
|
| 11,886 |
|
Net income per share for basic: |
|
|
|
|
|
|
|
|
| |||
Class A Common Stock |
| $ | 1.19 |
|
| $ | 15.73 |
|
| $ | 9.26 |
|
Class B Common Stock |
| $ | 1.19 |
|
| $ | 15.73 |
|
| $ | 9.26 |
|
* Change in Class B Common Stock resulted from the conversion to Class A Common stock during fiscal 2021, 2020 and 2019 as disclosed in the Company's consolidated statements of stockholders' equity.
Net Income per Common Share
The Company calculates diluted net income per share for common stock using the more dilutive of (1) the treasury stock method, or (2) the
The following tables set forth the computation of diluted net income per share, assuming the conversion of all Class B Common Stock into Class A Common Fifty-two weeks ended December 25, 2021 Earnings to Common EPS (in thousands, except per share data) As reported - basic $ 11,995 10,121 $ 1.19 Add: effect of dilutive potential common shares Share-based awards — 138 Class B Common Stock 2,506 2,115 Net effect of unvested participating shares 52 62 Net income per common share - diluted $ 14,553 $ 12,436 $ 1.17 66 Fifty-two weeks ended December 26, 2020 Earnings to Common EPS (in thousands, except per share data) As reported - basic $ 153,106 9,734 $ 15.73 Add: effect of dilutive potential common shares Share-based awards — 153 Class B Common Stock 37,690 2,396 Net effect of unvested participating shares 14 — Net income per common share - diluted $ 190,810 12,283 $ 15.53 Fifty-two weeks ended December 28, 2019 Earnings to Common EPS (in thousands, except per share data) As reported - basic $ 82,474 8,908 $ 9.26 Add: effect of dilutive potential common shares Share-based awards — 127 Class B Common Stock 26,600 2,873 Net effect of unvested participating shares 10 — Net income per common share - diluted $ 109,084 11,908 $ 9.16 Stock and using thetwo-classStock:
Common
Shareholders
Shares
Common
Shareholders
Shares
Common
Shareholders
Sharesmethod for unvested participating shares:
Fifty-two weeks ended December 28, 2019 | ||||||||||||
Earnings to Common Shareholders | Common | EPS | ||||||||||
(in thousands, except per | ||||||||||||
As reported - basic | $ | 82,474 | 8,908 | $ | 9.26 | |||||||
Add: effect of dilutive potential common shares | ||||||||||||
Share-based awards | — | 127 | ||||||||||
Class B Common Stock | 26,600 | 2,873 | ||||||||||
Net effect of unvested participating shares | 10 | — | ||||||||||
Net income per common share - diluted | $ | 109,084 | 11,908 | 9.16 |
Fifty-two weeks ended December 29, 2018 | ||||||||||||
Earnings to Common Shareholders | Common Shares | EPS | ||||||||||
(in thousands, except per | ||||||||||||
As reported - basic | $ | 68,080 | 8,620 | $ | 7.90 | |||||||
Add: effect of dilutive potential c o mmon shares | ||||||||||||
Share-based awards | — | 112 | ||||||||||
Class B Common Stock | 23,710 | 3,002 | ||||||||||
Net effect of unvested participating shares | 8 | — | ||||||||||
Net income per common share - diluted | $ | 91,798 | 11,734 | $ | 7.82 |
Fifty-two weeks ended December 30, 2017 | ||||||||||||
Earnings to Common Shareholders | Common Shares | EPS | ||||||||||
(in thousands, except per | ||||||||||||
As reported - basic | $ | 73,114 | 8,933 | $ | 8.18 | |||||||
Add: effect of dilutive potential common shares | ||||||||||||
Share-based awards | — | 145 | ||||||||||
Class B Common Stock | 25,391 | 3,102 | ||||||||||
Net effect of unvested participating shares | 7 | — | ||||||||||
Net income per common share - diluted | $ | 98,512 | 12,180 | $ | 8.09 |
Basic net income per common share for each share of Class ACommon Common Stock and Class B Common Stock is $9.26, $7.90,$1.19, $15.73, and $8.18$9.26 for the fiscal years 2019, 2018,2021, 2020, and 2017,2019, respectively, as each share of Class A and Class B participates equally in earnings. Shares of Class B are convertible at any time into shares of Class A on a1-for-one
Weighted average stock options to purchase 23,000, 100,000,approximately 17,000, and 785,00023,000 shares of Class A Common Stock were outstanding during fiscal 2019, 2018,2021 and 2017,2019, respectively, but not included in computing diluted income per share because their effects were anti-dilutive. NaN stock options were excluded during fiscal 2020. Additionally,1,000 performance awards during fiscal 2021 and performance-based stock options to purchase 10,000 10,000, and 36,000 shares of Class A Common Stock were outstanding during fiscal 2019 2018, and
S. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss represents amounts of unrecognized actuarial gains or losses related to the Company sponsored defined benefit pension plan and post-retirement medical plan, net of tax effect, and cumulative currency translation adjustments. Changes in accumulated other comprehensive loss represent actuarial losses or gains, net of tax effect, recognized as components of net periodic benefit costs and currency translation adjustments due to tax rate changes in
67
the period. The following table details the changes in accumulated other comprehensive loss for 2019, 2018,2021, 2020, and 20172019 (in thousands):
Accumulated | ||||
Balance at December | $ | (1,197 | ) | |
Deferred pension and other post-retirement benefit costs, | ||||
net of taxes of | (442 | ) | ||
Amortization of Deferred benefit costs, net of taxes of | (77 | ) | ||
Currency translation adjustment | 47 | |||
Balance at December | $ | (1,669 | ) | |
Deferred pension and other post-retirement benefit costs, | 1,611 | |||
Amortization of Deferred benefit costs, net of taxes of | ( | ) | ||
Currency translation adjustment | 25 | |||
Balance at December | $ | (252 | ) | |
Amortization of Deferred benefit costs, net of taxes of $20 | 90 | |||
Currency translation adjustment | (32 | ) | ||
Balance at December 25, 2021 | $ | (194 | ) |
T. Valuation and Qualifying Accounts
The Company maintains reserves against accounts receivable for doubtful accounts and inventory for obsolete and slow-moving inventory. The Company also maintains reserves against accounts receivable for distributor promotional allowances. In addition, the Company maintains a reserve for estimated returns of stale beer, which is included in accrued expenses.
Allowance for Doubtful Accounts | Balance at Beginning Period | Net Provision (Recovery) | Amounts Charged Against Reserves | Balance at End of | ||||||||||||
(In thousands) | ||||||||||||||||
2019 | $ | 2 | $ | 45 | $ | 0 | $ | 47 | ||||||||
2018 | $ | — | $ | 2 | $ | — | $ | 2 | ||||||||
2017 | $ | — | $ | — | $ | — | $ | — |
Allowance for Doubtful Accounts |
| Balance at |
|
| Net Provision |
|
| Amounts |
|
| Balance at |
| ||||
|
| (In thousands) |
| |||||||||||||
2021 |
| $ | 535 |
|
| $ | 182 |
|
| $ | (364 | ) |
| $ | 353 |
|
2020 |
| $ | 47 |
|
| $ | 488 |
|
| $ | — |
|
| $ | 535 |
|
2019 |
| $ | 2 |
|
| $ | 45 |
|
| $ | — |
|
| $ | 47 |
|
Discount Accrual |
| Balance at |
|
| Net Provision |
|
| Amounts |
|
| Balance at |
| ||||
|
| (In thousands) |
| |||||||||||||
2021 |
| $ | 9,357 |
|
| $ | 72,680 |
|
| $ | (70,816 | ) |
| $ | 11,221 |
|
2020 |
| $ | 6,272 |
|
| $ | 59,279 |
|
| $ | (56,194 | ) |
| $ | 9,357 |
|
2019 |
| $ | 4,636 |
|
| $ | 43,920 |
|
| $ | (42,284 | ) |
| $ | 6,272 |
|
Inventory Obsolescence Reserve |
| Balance at |
|
| Net Provision |
|
| Amounts |
|
| Balance at |
| ||||
|
| (In thousands) |
| |||||||||||||
2021 |
| $ | 6,331 |
|
| $ | 62,616 |
|
| $ | (25,892 | ) |
| $ | 43,055 |
|
2020 |
| $ | 6,375 |
|
| $ | 11,248 |
|
| $ | (11,292 | ) |
| $ | 6,331 |
|
2019 |
| $ | 2,580 |
|
| $ | 8,092 |
|
| $ | (4,297 | ) |
| $ | 6,375 |
|
Stale Beer Reserve |
| Balance at |
|
| Net Provision |
|
| Amounts |
|
| Balance at |
| ||||
|
| (In thousands) |
| |||||||||||||
2021 |
| $ | 3,092 |
|
| $ | 9,537 |
|
| $ | (6,584 | ) |
| $ | 6,045 |
|
2020 |
| $ | 1,828 |
|
| $ | 8,411 |
|
| $ | (7,147 | ) |
| $ | 3,092 |
|
2019 |
| $ | 2,146 |
|
| $ | 4,406 |
|
| $ | (4,724 | ) |
| $ | 1,828 |
|
Discount Accrual | Balance Beginning Period | Net (Recovery) * | Amounts Charged Reserves | Balance at End of | ||||||||||||
(In thousands) | ||||||||||||||||
2019 | $ | 4,636 | $ | 43,920 | $ | (42,284 | ) | $ | 6,272 | |||||||
2018 | $ | 3,072 | $ | 36,213 | $ | (34,649 | ) | $ | 4,636 | |||||||
2017 | $ | 3,078 | $ | 30,171 | $ | (30,177 | ) | $ | 3,072 |
U. Licensing Agreements
Beam Suntory Licensing Agreement
On July 14, 2021, the Company signed 2 agreements with Jim Beam Brands Co. (“Jim Beam”) to develop, market and sell alcohol beverages. These agreements are perpetual, with regular assessments of the partnership performance every 5 years,
68
beginning in Year 5, giving rise to the option to continue agreement terms or terminate the partnership. Under the first of these agreements, the Company is responsible for developing and bringing to market through its distribution network one or more flavored malt beverage products under brand name(s) from the Jim Beam portfolio, beginning with the Sauza brand. Under the second agreement, Jim Beam is responsible for developing and bringing to market through its distribution network one or more full bottled distilled spirits products under brand(s) from the Company’s portfolio, beginning with the Truly brand. The parties expect to begin shipping beverages to customers under these agreements in the first quarter of 2022.
Pepsi Licensing Agreement
On August 9, 2021, the Company signed an agreement with PepsiCo, Inc. (“Pepsi”) to develop, market and sell alcohol beverages. The term of this agreement is perpetual, with provisions to terminate within the initial 2-years for a limited number of reasons. Under this agreement the Company is responsible for developing, manufacturing, and marketing a flavored malt beverage product under Pepsi’s MTN DEW® brand. As part of the agreement, Pepsi provides certain proprietary ingredients and licenses the Company to use its MTN DEW® and Hard MTN DEW® trademarks in connection with manufacturing, promoting, marketing, and distributing the developed product through the Pepsi distribution network. The Company retains the right to distribute the developed product through its own distribution network for the on-premise channel. The parties began shipping beverages to customers under this agreement in early 2022.
Patagonia
On December 9, 2021, the Company signed an agreement with Patagonia Provisions, Inc. (“Patagonia”) to develop, market and sell alcohol beverages. The term of this agreement is through December 31, 2024 with options to renew. Under this agreement, the Company is responsible for developing, manufacturing, and marketing a cobranded Dogfish Head and Patagonia beer. The parties expect to begin shipping beverages to customers under this agreement late in the first quarter of 2022.
Inventory Obsolescence Reserve | Balance at Beginning Period | Net Provision (Recovery) | Amounts Charged Reserves | Balance at End of | ||||||||||||
(In thousands) | ||||||||||||||||
2019 | $ | 2,580 | $ | 8,092 | $ | (4,297 | ) | $ | 6,375 | |||||||
2018 | $ | 1,826 | $ | 4,175 | $ | (3,421 | ) | $ | 2,580 | |||||||
2017 | $ | 2,262 | $ | 5,751 | $ | (6,187 | ) | $ | 1,826 |
Stale Beer Reserve | Balance at Beginning Period | Net Provision (Recovery) | Amounts Charged Against Reserves | Balance at End of | ||||||||||||
(In thousands) | ||||||||||||||||
2019 | $ | 2,146 | $ | 4,406 | $ | (4,724 | ) | $ | 1,828 | |||||||
2018 | $ | 3,023 | $ | 2,691 | $ | (3,568 | ) | $ | 2,146 | |||||||
2017 | $ | 5,226 | $ | 5,449 | $ | (7,652 | ) | $ | 3,023 |
V. Related Party Transactions
The Company has entered into a lease with the Dogfish Head founders and other owners of buildings used in certain of the Company’s restaurant operations. The lease is for ten years with renewal options. The total payments due under the initial ten year term is $3.6$3.6 million. Total related party expense recognized was approximately $348,000, $348,000 and $183,000for fiscal 2021, 2020 and 2019, was approximately $183,000.
W. Subsequent Events
The Company evaluated subsequent events occurring after the balance sheet date, December 28, 2019,25, 2021, and concluded that there were no events of which management was aware that occurred after the balance sheet date that would require any adjustment to or disclosure in the accompanying consolidated financial statements.
69
Item 9. Changes in and generally consist of 13 weeks, except in those fiscal years in which there are fifty-three weeks where the last fiscal quarters then consist of 14 weeks. In management’s opinion, the following unaudited information includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the information for the quarters presented. The operating results for any quarter are not necessarily indicative of results for any future quarters.
For Quarters Ended | ||||||||||||||||||||||||||||||||
December 28, 2019 (2) | September 28, 2019 (2) | June 29, 2019 (2) | March 30, 2019 | December 29, 2018 | September 29, 2018 (1) | June 30, 2018 | March 31, 2018 | |||||||||||||||||||||||||
(13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | |||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue | $ | 301,300 | $ | 378,466 | $ | 318,407 | $ | 251,651 | $ | 225,222 | $ | 306,870 | $ | 273,100 | $ | 190,457 | ||||||||||||||||
Gross profit | 142,789 | 187,835 | 159,002 | 124,540 | 116,949 | 157,227 | 141,970 | 96,097 | ||||||||||||||||||||||||
Operating income | 17,702 | 59,836 | 37,932 | 29,443 | 28,851 | 46,728 | 31,064 | 9,238 | ||||||||||||||||||||||||
Net income | $ | 13,762 | $ | 44,729 | $ | 27,856 | $ | 23,694 | $ | 21,811 | $ | 38,007 | $ | 23,535 | $ | 9,310 | ||||||||||||||||
Net income per share – basic | $ | 1.13 | $ | 3.70 | $ | 2.39 | $ | 2.04 | $ | 1.88 | $ | 3.25 | $ | 1.99 | $ | 0.79 | ||||||||||||||||
Net income per share – diluted | $ | 1.12 | $ | 3.65 | $ | 2.36 | $ | 2.02 | $ | 1.86 | $ | 3.21 | $ | 1.98 | $ | 0.78 | ||||||||||||||||
None.
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules
(b) Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2019. As described in Item 1 and in Note C of the Notes to Consolidated Financial Statements, we completed the Dogfish Head Brewery Transaction in July 2019. As permitted by the rules and regulations of the SEC, we excluded from our assessment the internal control over financial reporting at Dogfish Head Brewery, whose financial statements reflect total assets and net revenues constituting approximately 12% and 4%, respectively, of the consolidated financial statement amounts as of and for the year ended December 28, 2019.25, 2021. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in28, 2019,25, 2021, the Company’s internal control over financial reporting is effective based on those criteria.
The effectiveness of the Company’s internal control over financial reporting as of December 28, 201925, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
(c) Changes in internal control over financial reporting
No changes in the Company’s internal control over financial reporting occurred during the quarter ended December 25, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and Board of Directors of
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of The Boston Beer Company, Inc. and subsidiaries (the “Company”) as of December 28, 2019,25, 2021, based on criteria established in28, 2019,25, 2021, based on criteria established in
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 28, 2019,25, 2021, of the Company and our report dated February 19, 202022, 2022 expressed an unqualified opinion on those financial statements and included an explanatory paragraph related to the Company’s adoption of FASB Accounting Standards Update2016-02,Leases (Topic 842)on December 30, 2018.
Basis for Opinion
70
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP |
Boston, Massachusetts |
February |
Item 9B. Other Information
Not Applicable
Item 9C. Disclosure Regarding Foreign Jurisdictions that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As set forth above, we excluded from our assessment the internal control over financial reporting at Dogfish Head Brewery for the year ended December 28, 2019. We consider Dogfish Head material to our results of operations, financial positionPrevent Inspections
Not Applicable
71
PART III.
Item 10. Directors, Executive Officers and cash flows, and we are in the process of integrating the internal control procedures of Dogfish Head into our internal control structure.
In December 2002, the Board of Directors of the Company adopted a (i) Code of Business Conduct and Ethics that applies to its Chief Executive Officer and its Chief Financial Officer, and (ii) Corporate Governance Guidelines. The Code of Business Conduct and Ethics was amended effective August 1, 2007 to provide for a third-party whistleblower hotline. These, as well as the charters of each of the Board Committees, are posted on the Company’s investor relations website,
The information required by Item 10 is hereby incorporated by reference from the registrant’s definitive Proxy Statement for the 20202022 Annual Meeting to be held on May 14, 2020.
Item 11. Executive Compensation
The Information required by Item 11 is hereby incorporated by reference from the registrant’s definitive Proxy Statement for the 20202022 Annual Meeting to be held on May 14, 2020.
Item 12. Security Ownership
Security Ownership
The information required by Item 12 with respect to security ownership of certain beneficial owners and management is hereby incorporated by reference from the registrant’s definitive Proxy Statement for the 20202022 Annual Meeting to be held on May 14, 2020.
Related Stockholder Matters
EQUITY COMPENSATION PLAN INFORMATION
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||||
Equity Compensation Plans Approved by Security Holders | 315,678 | $ | 186.53 | 1,170,632 | ||||||||
Equity Compensation Plans Not Approved by Security Holders | N/A | N/A | N/A | |||||||||
Total | 315,678 | $ | 186.53 | 1,170,632 | ||||||||
Plan Category |
| Number of |
|
| Weighted- |
|
| Number of |
| |||
Equity Compensation Plans Approved by |
|
| 221,354 |
|
| $ | 310.38 |
|
|
| 1,071,801 |
|
Equity Compensation Plans Not Approved by |
| N/A |
|
| N/A |
|
| N/A |
| |||
|
|
|
|
|
|
|
|
|
| |||
Total |
|
| 221,354 |
|
| $ | 310.38 |
|
|
| 1,071,801 |
|
The information required by Item 13 is hereby incorporated by reference from the registrant’s definitive Proxy Statement for the 20202022 Annual Meeting to be held on May 14, 2020.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is hereby incorporated by reference from the registrant’s definitive Proxy Statement for the 20202022 Annual Meeting to be held on May 14, 2020.
72
PART IV.
Item 15. Exhibits, Financial Statement Schedules
(a)1. Financial Statements.
The following financial statements are filed as a part of this report:
Page | ||||
(PCAOB ID No. 34) | 39 | |||
Consolidated Financial Statements: | ||||
43 | ||||
42 | ||||
44 | ||||
45 | ||||
46 |
(a)2. Financial Statement Schedules.
All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission have been omitted because they are inapplicable or the required information is shown in the consolidated financial statements, or notes thereto, included herein.
(b) Exhibits
The following is a list of exhibits filed as part of this Form
Exhibit No. | Title | |||
2.1 | ||||
2.2 | ||||
2.3 | ||||
3.1 | ||||
3.2 | ||||
4.1 | Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement No. | |||
4.2 |
(incorporated by reference to Exhibit | ||||
10.1 | Stockholder Rights Agreement, dated as of December 1995, among The Boston Beer Company, Inc. and the initial Stockholders (incorporated by reference to the Company’s Form | |||
73
10.2 | ||||
10.3 | ||||
10.4 | ||||
10.5 | ||||
+10.6 | ||||
+10.7 | ||||
+10.8 | Office Lease Agreement between Boston Design Center LLC and Boston Beer Corporation dated March 24, 2006 (“Office Lease Agreement”), as amended on September 29, 2006, October 31, 2007, March 25, 2008, August 27, 2012, February 22, 2013, and June 3, 2015 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2006 and Annual Report on Form 10-K filed on February 18, 2016). | |||
*+10.9 | Seventh Amendment to Lease Agreement dated June 1, 2019. Certain information in this exhibit is confidential and has been excluded pursuant to applicable rules because it (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. | |||
** | The 1996 Stock Option Plan for | |||
10.11 | ||||
**10.12 |
**10.13 | ||||
**10.14 | ||||
10.15 | ||||
**10.16 | ||||
74
**10.17 | ||||
10.18 | ||||
**10.19 | ||||
**10.20 | ||||
**10.21 | ||||
*21.1 | List of subsidiaries of The Boston Beer Company, Inc. effective as of December | |||
*23.1 | ||||
*31.1 | ||||
*31.2 | ||||
*32.1 | ||||
*32.2 | ||||
*101.INS | XBRL Instance Document | |||
*101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||
*101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |||
*101.LAB | Inline XBRL Label Linkbase Document | |||
*101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |||
*101DEF | Inline XBRL Definition Linkbase Document | |||
104 | Cover Page Interactive Data File (formatted as inline XBRL and included in Exhibit 101). |
* Filed with this report.
+ Portions of this Exhibit were omitted pursuant to an application for an order declaring confidential treatment filed with and approved by the Securities and Exchange Commission.
** Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
Not applicable.
75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 192020.
THE BOSTON BEER COMPANY, INC. | ||
/s/ David A. Burwick | ||
David A. Burwick | ||
President and Chief Executive Officer (principal executive officer) |
Pursuant to the requirements of the Securities and Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report below.
Signature | Title | |
/s/ David A. Burwick David A. Burwick | President, Chief Executive Officer (principal executive officer) and Director | |
/s/ Frank H. Smalla Frank H. Smalla | Chief Financial Officer (principal financial officer) | |
/s/ Matthew D. Murphy Matthew D. Murphy | Chief Accounting Officer (principal accounting officer) | |
/s/ Samuel A. Calagione III | Brewer and Director | |
/s/ Cynthia A. Fisher Cynthia A. Fisher | Director | |
/s/ Meghan V. Joyce Meghan V. Joyce | Director | |
/s/ C. James Koch C. James Koch | Chairman and Director | |
/s/ Michael M. Lynton Michael M. Lynton | Director | |
/s/ Julio N. Nemeth Julio N. Nemeth | Director | |
/s/ Michael Spillane Michael Spillane | Director | |
/s/ Jean-Michel Valette Jean-Michel Valette | Director |
76