UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from ................to................. Commission file number 1-14092 THE BOSTON BEER COMPANY, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-3284048 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 75 Arlington Street, Boston, Massachusetts 02116 (Address of principal executive offices) (Zip Code) (617) 368-5000 Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of May 2, 1997, there were 16,224,755 shares outstanding of the Registrant's Class A Common Stock ($.01 par value) and 4,107,355 shares outstanding of the Company's Class B Common Stock ($.01 par value).
THE BOSTON BEER COMPANY, INC. INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets March 29, 1997 and December 28, 1996 Consolidated Statements of Income for the Three months ended March 29, 1997 and March 30, 1996 Consolidated Statements of Cash Flows for the Three months ended March 29, 1997 and March 30, 1996 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Exhibit Index Exhibit 10.23 Exhibit 11 SIGNATURES
<TABLE> THE BOSTON BEER COMPANY, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) <CAPTION> March 29, December 28, 1997 1996 <S> <C> <C> ASSETS Current Assets: Cash and cash equivalents $ 32 $ 5,060 Short term investments 35,536 35,926 Accounts receivable 21,089 18,109 Allowance for doubtful accounts (1,953) (1,930) Inventories 14,254 13,002 Prepaid expenses 772 674 Deferred income taxes 2,968 2,968 Other current assets 2,699 3,882 ---------- ---------- Total current assets 75,397 77,691 Restricted investments 627 611 Equipment and leasehold improvements, at cost 29,069 21,043 Accumulated depreciation (7,378) (6,412) Deferred income taxes 151 151 Other assets 3,571 3,469 ----------- ---------- Total assets $ 101,437 $ 96,553 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 12,373 $ 17,783 Notes payable - Bank 9,871 - Accrued expenses 11,739 12,064 Current maturities oflong-term debt 75 75 ---------- ---------- Total current liabilities 34,058 29,922 Long-term debt, less current maturities 1,800 1,800 Commitments and Contingencies (Note I) - - Stockholders' Equity: Class A Common Stock, $.01 par value; 20,300,000 shares authorized; 15,969,840, and 15,972,058 issued and outstanding as of March 28, 1997 and December 28, 1996, respectively 160 160 Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 4,107,355 issued and outstanding as of March 28, 1997 and December 28, 1996 41 41 Additional paid-in-capital 55,410 55,391 Unearned compensation (324) (363) Unrealized loss on investments in marketable securities (1,223) (442) Unrealized gains (loss) on forward exchange contract (78) 31 Retained earnings 11,593 10,013 ---------- ---------- Total stockholders' equity 65,579 64,831 ---------- ---------- Total liabilities and stockholders' equity $ 101,437 $ 96,553 ========= ========== The accompanying notes are an integral part of the financial statements. </TABLE>
<TABLE> THE BOSTON BEER COMPANY, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except per share data) <CAPTION> For the Three Months Ended -------------------------- March 29, March 30, 1997 1996 <S> <C> <C> Sales $ 46,799 $ 48,276 Less excise taxes 4,944 5,147 ----------- ----------- Net sales 41,855 43,129 Cost of sales 21,907 21,865 ----------- ----------- Gross profit 19,948 21,264 Operating expenses: Advertising, promotional and selling expenses 14,558 14,029 General and administrative expenses 2,930 2,983 ----------- ----------- Total operating expenses 17,488 17,012 ----------- ----------- Operating income 2,460 4,252 Other income (expense): Interest income 451 498 Interest expense (108) (57) Other income, net 7 (7) ----------- ----------- Total other income 350 434 Income before income taxes 2,810 4,686 Provision for income taxes 1,230 2,046 ----------- ----------- Net income $ 1,580 $ 2,640 =========== =========== Net income per common and common equivalent share $ 0.08 $ 0.13 =========== =========== Weighted average number of common and common equivalent shares 20,313 20,366 =========== =========== The accompanying notes are an integral part of the financial statements. </TABLE>
<TABLE> THE BOSTON BEER COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) <CAPTION> For the Quarter Ended ------------------------------- March 29, March 30, 1997 1996 <S> <C> <C> CASH FLOWS FOR OPERATING ACTIVITIES: Net income $ 1,580 $ 2,640 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 966 539 Bad debt expense 39 19 Stock option compensation expense 52 78 Changes in assets & liabilities: Accounts receivable (2,996) (8,402) Inventory (1,252) (3,428) Prepaid expenses (98) 58 Other current assets (489) 1,393 Other assets (102) 1,262 Accounts payable (5,410) 5,394 Accrued expenses (325) (939) ---------- ---------- Total adjustments (9,615) (4,026) ---------- ---------- Net cash used by operating activities (8,035) (1,386) ---------- ---------- CASH FLOWS FOR INVESTING ACTIVITIES: Acquisitions and purchases of fixed assets (6,463) (2,845) (Purchases) maturities of government securities (390) (427) Purchases of restricted investments (625) (614) Maturities of restricted investments 609 597 ---------- ---------- Net cash used in investing activities (6,869) (3,289) CASH FLOWS FROM FINANCING ACTIVITES: Proceeds from sale under stock purchase plan 5 - Net borrowings under line of credit 9,871 240 ---------- ---------- Net cash provided by financing activities 9,876 240 ---------- ---------- Net increase (decrease) in cash and cash equivalents (5,028) (4,435) Cash and cash equivalents at beginning of period 5,060 1,877 ---------- ---------- Cash and cash equivalents at end of period $ 32 $ (2,558) ========== ========== Supplemental disclosure of cash flow information: Interest paid $ 112 $ 113 Taxes paid $ 385 $ 424 The accompanying notes are an integral part of the financial statements. </TABLE>
THE BOSTON BEER COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. BASIS OF PRESENTATION: The accompanying consolidated financial statements have been prepared by the Company, without audit, in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 28, 1996. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting only of those of a normal recurring nature, considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows at the dates and for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Reclassifications Beginning in 1996, certain expenses which were previously classified as general and administrative expenses were reclassified as advertising, promotional, and selling expenses. All prior period financial information has been reclassified to conform with this year's presentation. Certain other prior period amounts have also been reclassified to conform with the current year's presentation. B. SHORT TERM INVESTMENTS: Short term investments include marketable equity securities having a cost of $4,286,000 and $4,286,000 and a market value of $3,062,500 and $3,844,000 at March 29, 1997 and December 28, 1996, respectively. This resulted in an unrealized loss of $1,223,500 and $442,000 at March 29, 1997 and December 28, 1996, respectively. In addition, the Company has investments in U.S. Government securities having a cost of $32,473,000 and $32,082,000 at March 29, 1997 and December 28, 1996, respectively, which approximate fair value. C. INVENTORIES: Inventories, which consist principally of hops, bottles, and packaging, are stated at the lower of cost, determined on a first-in, first-out (FIFO) basis, or market. Inventories consist of the following (in thousands): March 29, December 28, 1997 1996 Raw materials, principally hops $ 13,802 $ 12,677 Work in process 264 - Finished goods 188 325 ------------ ----------- $ 14,254 $ 13,002 ============ ===========
THE BOSTON BEER COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) D. FINANCIAL INSTRUMENTS: During the first quarter of 1997, the Company entered into several forward exchange contracts to reduce exposure to currency movements affecting existing foreign currency denominated assets, liabilities, and firm commitments. The contract durations match the durations of the currency position. The future value of the contracts and the related currency positions are subject to offsetting market risk resulting from foreign currency exchange rate volatility. The combined carrying amounts of the contracts and the combined unrealized losses recognized as a component of Stockholders' Equity totaled $5,300,925 and $77,679, respectively, at March 29, 1997. There were no realized gains or losses on the contracts in the three months ended March 29, 1997. E. ACQUISITION OF THE SCHOENLING BREWERY: On March 1, 1997 the Company acquired all of the equipment and other brewery-related personal property from The Schoenling Brewing Company located in Cincinnati, Ohio, and leased the real estate on which the brewery is situated. The Cincinnati facility brews alcoholic beverages for The Boston Beer Company, Inc. as well as contract-brews for several independent companies. The results of operations of The Schoenling Brewing Company (d.b.a. The Samuel Adams Brewery Company) are included in the accompanying financial statements since the date of acquisition. The acquisition is being accounted for under the purchase method of accounting. The total purchase price, subject to certain purchase price adjustments, is approximately $4,433,000. When finalized, the purchase price will be allocated to the assets acquired based on their fair market values. Any excess in costs of the net assets over the purchase price will be recorded as goodwill and will be amortized on a straight-line basis over the average estimated useful life of the assets acquired. In addition, the Company has acquired an option to purchase the real estate on which the Schoenling brewery is located. As of March 29, 1997, the Company has paid approximately $1,700,000 for this option. This amount is included in fixed assets at March 29, 1997. F. DEBT On March 21, 1997, the Company entered into a credit agreement to increase their existing $14,000,000 line of credit to $15,000,000 ("the $15,000,000 line") and to establish an additional $30,000,000 line of credit ("the $30,000,000 line"). On March 31, 1999, the $15,000,000 line expires and the balance outstanding under the $30,000,000 line converts to a term note. Principal payments on the term note are payable in twenty quarterly installments, with the final payment due at maturity, December 31, 2003. Through March 31, 1999, interest is payable quarterly on both the $15,000,000 and $30,000,000 lines at either the Prime Rate plus .50% or the applicable Adjusted Libor Rate plus .25%. After March 31, 1999, interest on the term note is payable quarterly at either the Prime Rate plus .50% or the applicable Adjusted Libor Rate plus .50%. At March 29, 1997, $9,871,000 and $0 are outstanding under the $15,000,000 and $30,000,000 lines, respectively, at an interest rate of 8.5%. The Company must pay a commitment fee of .15% per annum on the unused portion of the total $45,000,000 commitment. Additionally, the Company is obligated to meet certain financial covenants, including the maintenance of specified levels of tangible net worth and net income.
THE BOSTON BEER COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) G. RECENT ACCOUNTING STANDARDS: In February, 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128), which modifies the way in which EPS is calculated and disclosed. Currently, the Company discloses primary and fully diluted EPS. SFAS 128 requires the disclosure of basic and diluted EPS for financial statements issued for periods ending after December 15, 1997; the restatement of all prior period EPS data presented is also required upon adoption. Basic EPS excludes potentially dilutive securities and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS, similar to fully diluted EPS, reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock that then shared in the earnings of the entity. Early application of SFAS 128 is not permitted. The following table summarizes the Company's EPS and weighted- average common and common equivalent shares outstanding as reported and on a pro forma basis as calculated under SFAS 128. The pro forma results for the diluted calculation do not differ materially from the fully diluted calculation; therefore, no pro forma information for the diluted calculation has been presented. <TABLE> <CAPTION> Three Months Ended -------------------------------------------------- March 29, 1997 March 30, 1996 ------------------- ------------------- As Reported Pro forma As Reported Pro forma Primary Basic Primary Basic ------------ ---------- ------------- ------------ <S> <C> <C> <C> <C> EPS: Net income per share $ .08 $ .08 $ .13 $ .13 Weighted-average common and common equivalent shares outstanding (in thousands) 20,313 20,133 20,366 19,861 ======= ======= ======= ======= </TABLE>
THE BOSTON BEER COMPANY, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of the Company for the three-month period ended March 29, 1997 as compared to the three-month period ended March 30, 1996. It should be read in conjunction with the "Consolidated Financial Statements" of the Company and related "Notes to the Financial Statements" included in this Form 10-Q. On March 1, 1997, the Company acquired all of the equipment and other brewery-related personal property from The Schoenling Brewing Company, located in Cincinnati, Ohio and leased the real-estate on which the brewery is situated. RESULTS OF OPERATIONS Three Months Ended March 29, 1997 compared to Three Months Ended March 30, 1996. Sales volume increased by 2% from 276,000 barrels in the three months ended March 30, 1996 to 281,000 barrels in the three months ended March 29,1997. This increase was due to inclusion of 19,000 barrels, in 1997, from the Hudepohl-Schoenling brewery, which was acquired on March 1, 1997. Net sales decreased by 3% from $43,129,000 in the three month period ended March 30, 1996 to $41,855,000 in the three month period ended March 29, 1997. The net sales percentage decrease was primarily due to a shift in package mix (i.e. a higher percentage of kegs, which produce less revenue per barrel, versus cases than the Company has historically experienced). Towards the end of the quarter, the shift in package mix moved back toward the Company's normal package mix. It is probable that the sales volume during the second quarter of 1997 will be less than that of the second quarter of 1996. Gross profit decreased by 6% from $21,264,000 in the three months ended March 30, 1996 to $19,948,000 in the three months ended March 29, 1997. Cost of sales increased to 52% of net sales in the three months ended March 29, 1997 from 51% in the three months ended March 30, 1996. This increase was primarily due to increases in raw materials costs due to product mix (i.e. higher percent of Seasonal beers in the three months ended March 29, 1997 as compared to the three months ended March 30, 1996), obsolescence expense, and in depreciation (primarily due to the newly purchased Sankey kegs), partially offset by a decrease in certain packaging material costs. Advertising, promotional, and selling expenses in total increased by 4% from $14,029,000 in the three months ended March 30, 1996 to $14,558,000 in the three months ended March 29, 1997. This increase was primarily attributable to increased promotions, salaries and related personnel expenses due to additional sales force hires, partially offset by a rescheduling of certain point of sale programs, which may be a shift of expense to future quarters, and lower per case freight due to a shift in distribution patterns. As a percentage of net sales, total advertising, promotional, and selling expenses increased from 33% in the three months ended March 30, 1996 to 35% in the three months ended March 29, 1997. General and administrative expenses decreased by 2% from $2,983,000 in the three months ended March 30, 1996 to $2,930,000 in the three months ended March 29, 1997. This decrease was primarily due to decreases in consulting fees and R&D material charges, offset somewhat by an increase in depreciation, primarily reflecting leasehold expansion and improvements as well as an increase in insurance. As a percentage of net sales, general and administrative expenses remained stable at 7% for the three months ended March 30, 1996 and 7% for the three months ended March 29, 1997.
THE BOSTON BEER COMPANY, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Other income (expense) net, for the three months ended March 29, 1997, was $350,000, representing a decrease of $84,000 over other income (expense) net, for the three months ended March 30, 1996. The decrease in other income for the three months ended March 29, 1997 is due to a reduction in invested cash caused primarily by the purchase of the previously mentioned assets of The Schoenling Brewing Company as well as the interest expense related to the borrowings against the revolving line of credit, offset by the interest income earned on the remaining proceeds from the Company's November 1995 sales of shares of its Class A Common Stock. Net income decreased by 40% to $1,580,000 in the three months ended March 29, 1997 compared to $2,640,000 in the three months ended March 30, 1996. The combined effective tax rate increased to 43.8% in the three months ended March 29, 1997 compared to 43.7% in the three months ended March 30, 1996, due primarily to higher projected income levels for 1997. It is possible that these projected income levels may not be attained. Liquidity and Capital Resources During the first quarter of 1997, the Company recorded net income of $1,580,000, while net cash used by operating activities was $8,035,000. This $9,615,000 difference is primarily due to increases in accounts receivable and inventory, and a reduction in accounts payable. During the first quarter of 1997, the Company used $6,869,000 in investing activities. This primarily reflects the addition of fixed assets of brewery and packaging equipment and the purchase of the equipment and other brewery-related personal property of The Schoenling Brewery. During the first quarter of 1997, the Company borrowed against its revolving line of credit. As of March 29, 1997, net borrowings were $9,871,000. Effective on March 21, 1997, the Company negotiated an additional $1,000,000 on the existing $14,000,000 revolving line of credit, and secured an additional revolving line of credit of $30,000,000 which will convert to a term loan on March 31, 1999. The Company believes that working capital as of March 29, 1997 of $41,269,000 (of which 86% is in cash and equivalents and short term investments) in conjunction with existing lines of credit should be sufficient to meet the Company's operating, capital, and debt service requirements during the remainder of 1997. Recent Accounting Standards Pronouncements In February, 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128), which modifies the way in which EPS is calculated and dis- closed. Currently, the Company discloses primary and fully diluted EPS. SFAS 128 requires the disclosure of basic and diluted EPS for financial statements issued for periods ending after December 15, 1997; the restatement of all prior period EPS data presented is also required upon adoption. Basic EPS excludes potentially dilutive securities and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS, similar to fully diluted EPS, reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock that then shared in the earnings of the entity. Early application of SFAS 128 is not permitted.
THE BOSTON BEER COMPANY, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Recent Accounting Standards Pronouncements (continued) For the three months ended March 29, 1997, the as reported Primary and the pro forma Basic earnings per share were $.08 and $.08, and the weighted average common and common equivalent shares outstanding, in thousands, were 20,313 and 20,133, respectively. For the three months ended March 30, 1996, the as reported Primary and the pro forma Basic earnings per share were $.13 and $.13, and the weighted average common and common equivalent shares outstanding, in thousands, were 20,366 and 19,861, respectively. For both periods presented, the pro forma results for the diluted calculation do not differ materially from the fully diluted calculation; therefore, no pro forma information for the diluted calculation has been presented. Forward-Looking Statements The above discussion includes forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: changes in consumer preferences; general economic and business conditions; increasing competition in the craft-brewed beer industry; success of operating initiatives; possible future increases in operating costs; advertising and promotional efforts; brand awareness; the existence or absence of adverse publicity; changes in business strategy; quality of management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employee benefit costs; change in, or the failure to comply with, government regulations; and other factors.
THE BOSTON BEER COMPANY, INC. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS In early 1996, Boston Brewing Company, Inc. ("Boston Brewing"), an affiliate of both Boston Beer Company Limited Partnership and The Boston Beer Company, Inc., had an action filed against it by its distributor, Premier Worldwide Beers PLC ("Premier"), such action having been filed in a court in England. Premier's action contains a claim to damages for alleged breach of a Distributorship Agreement between Boston Brewing and Premier. The action is being vigorously defended and at present is in the discovery stage. The Company is party to certain claims and litigation in the ordinary course of business. The Company does not believe any of these proceedings will result, individually or in the aggregate, in a material adverse effect upon its financial condition or results of operations. Item 2. CHANGES IN SECURITIES Not Applicable Item 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable Item 5. OTHER INFORMATION Not Applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following is a list of exhibits filed as part of this report: Exhibit No. Title 3.1 Articles of Organization (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement No. 33-96162). 3.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement No. 33-96162). 3.3 Restated Articles of Organization of the Company (incorporated by reference to Exhibit 3.3 to the Company's Form 10-K filed on April 1, 1996).
THE BOSTON BEER COMPANY, INC. PART II. OTHER INFORMATION (continued) Item 6. EXHIBITS AND REPORTS ON FORM 8-K (continued) Exhibit No. Title 3.4 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.4 to the Company's Form 10-K filed on April 1, 1996). 4.1 Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement No. 33-96164). 10.1 Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and Boston Beer Company Limited Partnership (the "Partnership"), dated as of May 2, 1995 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement No. 33-96162). 10.2 Loan Security and Trust Agreement, dated October 1, 1987, among Massachusetts Industrial Finance Agency, the Partnership and The First National Bank of Boston, as Trustee, as amended (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement No. 33-96164). 10.3 Deferred Compensation Agreement between the Partnership and Alfred W. Rossow, Jr., effective December 1, 1992 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement No. 33-96162). 10.4 The Boston Beer Company, Inc. Employee Equity Incentive Plan, as adopted effective November 20, 1995 and amended effective February 23, 1996 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement No. 333-1798). 10.5 Form of Employment Agreement between the Partner- ship and employees (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement No. 33-96162). 10.6 Services Agreement between The Boston Beer Company, Inc. and Chemical Mellon Shareholder Services, dated as of October 27, 1995 (incorporated by reference to the Company's Form 10-K, filed on April 1, 1996). 10.7 Form of Indemnification Agreement between the Partnership and certain employees and Advisory Committee members (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement No. 33-96162).
THE BOSTON BEER COMPANY, INC. PART II. OTHER INFORMATION (continued) Item 6. EXHIBITS AND REPORTS ON FORM 8-K (continued) Exhibit No. Title 10.8 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 10-K, filed on April 1, 1996). +10.9 Agreement between Boston Brewing Company, Inc. and The Stroh Brewery Company, dated as of January 31, 1994 (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement No. 33-96164). +10.10 Agreement between Boston Brewing Company, Inc. and the Genesee Brewing Company, dated as of July 25, 1995 (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement No. 33-96164). +10.11 Amended and Restated Agreement between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated as of February 28, 1989 (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement No. 33-96164). 10.12 Amendment to Amended and Restated Agreement between Pittsburgh Brewing Company, Boston Brewing Company, Inc., and G. Heileman Brewing Company, Inc., dated December 13, 1989 (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement No. 33-96162). +10.13 Second Amendment to Amended and Restated Agree- ment between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated as of August 3, 1992 (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement No. 33-96164). +10.14 Third Amendment to Amended and Restated Agreement between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated December 1, 1994 (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement No. 33-96164). 10.15 Fourth Amendment to Amended and Restated Agree- ment between Pittsburgh Brewing Company and Boston Brewing Company, Inc. dated as of April 7, 1995 (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement No. 33-96162).
THE BOSTON BEER COMPANY, INC. PART II. OTHER INFORMATION (continued) Item 6. EXHIBITS AND REPORTS ON FORM 8-K (continued) Exhibit No. Title +10.16 Letter Agreement between Boston Beer Company Limited Partnership and Joseph E. Seagram & Sons, Inc.(incorporated by reference to Exhibit 10.17 to the Company's Registration Statement No. 33-96162). 10.17 Services Agreement and Fee Schedule of Mellon Bank, N.A. Escrow Agent Services for The Boston Beer Company, Inc. dated as of October 27, 1995). 10.18 Amendment to Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and the Partnership (incorporated by reference to Exhibit 10.17 to the Company's Registration Statement No. 33-96164). 10.19 1996 Stock Option Plan for Non-Employee Directors (incorporated by reference to the Company's Form 10-K, filed on March 28, 1997). +10.20 Production Agreement between The Stroh Brewery Company and Boston Beer Company Limited Partnership, dated January 14, 1997 (incorporated by reference to the Company's Form 10-K, filed on March 28, 1997). +10.21 Letter Agreement between The Stroh Brewery Company and Boston Beer Company Limited Partnership, dated January 14, 1997 (incorporated by reference to the Company's Form 10-K, filed on March 28, 1997). +10.22 Agreement between Boston Beer Company Limited Partnership and The Schoenling Brewing Company, dated May 22, 1996 (incorporated by reference to the Company's Form 10-K, filed on March 28, 1997). *10.23 Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and The Boston Beer Company, Inc., dated as of March 21, 1997. *11 Schedule of Computation of Net Earnings Per Share. 21.1 List of subsidiaries of The Boston Beer Company, Inc. (incorporated by reference to the Company's Form 10-K, filed on March 28, 1997).
THE BOSTON BEER COMPANY, INC. PART II. OTHER INFORMATION (continued) Item 6. EXHIBITS AND REPORTS ON FORM 8-K (continued) Exhibit No. Title * Filed with this report. + Portions of this Exhibit have been omitted pursuant to an application for an order declaring confidential treatment filed with the Securities and Exchange Commission. (b) Reports on Form 8-K. Not Applicable.
THE BOSTON BEER COMPANY, INC. EXHIBIT INDEX Exhibit Number Description of Exhibits 10.23 Revolving Credit Agreement between Fleet Bank of Massachusetts, N.A. and The Boston Beer Company, Inc., dated as of March 21, 1997. 11 Schedule of Computation of Net Earnings Per Share.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized. THE BOSTON BEER COMPANY, INC. (Registrant) Date: May 12, 1997 By: /s/ C. JAMES KOCH -------------------- -------------------- C. James Koch President, Chief Executive Officer, Clerk and Director (principal executive officer) Date: May 12, 1997 By: /s/ ALFRED W. ROSSOW, JR. -------------------- -------------------------- Alfred W. Rossow, Jr. Executive Vice President, Chief Financial Officer (principal financial and accounting officer) Treasurer, and Director