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    BOSTON BEER

    COMPANYnitial Public Offering

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    Company Background

    The Boston Beer Company:

    largest company in the craft beer segment in

    1994

    shares astonishing growth with others in thespecialty beer industry in the early 90s

    currently in the process of going public,

    following its competitors, Redhook Brewing and

    Petes Brewing, in an Initial Public Offering(IPO)

    The case study is set in 1995, all current data

    would be as of Dec 1995

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    Business Models

    Main CompetitorsRedhook Brewing and PetesBrewing

    Regional BrewersRedhook

    Owned and operated production facilities

    Large capital investment Little expenditure on sales and marketing

    Contract BrewersBoston Beer and Petes

    Outsourced the brewing of their premium beers to contractors

    Intensive sales and marketing

    Lower capital and overhead costs

    Lower transportation costs

    Greater manufacturing flexibility

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    Operating Strategies

    Brewing Strategy

    Boston Beer is exclusively a contract brewer

    Redhook possesses and control its own brewery

    Petes (in a newly negotiated agreement with Strohs

    Brewery) produces its products at both company-owned andthird party breweries.

    Production Strategy

    Boston Beer focuses on producing the highest quality beer

    products in its industry Select rare breeds of ingredients in Europe to differentiate

    from mass beer producers.

    Use of product freshness stamps

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    Operating Strategies

    Product and Distribution Strategy

    Intensive advertising to raise brand recognition

    Educational marketing to teach distributors and retailers

    about the virtues and characteristics of quality beer

    Redhook has a larger distribution networks which involved along-term distribution arrangement with Anheuser-Busch

    Diversified and innovative product line - Boston Beers has a

    variety of 14 products while Petes and Redhooks only have

    6 varieties.

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    Ratio AnalysisRedhook Petes Brewing Boston Beer

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year

    1993

    1994

    1995

    1993

    1994

    1995

    1993

    1994

    1995

    Return on Equity

    Profit before

    taxes/NetSales(%)

    27.8 22.2 18.0 1.1 1.7 3.5 6.3 7.9 7.6

    Net Sales/Assets 0.8 0.6 0.3 5.7 6.8 4.4 3.2 3.6 3.3

    Assets/Equity 1.5 1.3 1.2 6.7 6.2 6.2 2.7 4.8 2.5

    Return on Equity

    (pre-tax%)

    32.0 16.0 6.4 41.1 70.8 97.0 55.3 137.7 62.4

    Margins

    Gross Profit

    Margin(GP/Net

    Sales %)

    46.3 41.8 34.4 47.0 45.0 49.7 54.0 54.0 46.2

    SGA/Net sales(%) 17.4 18.8 17.6 45.5 43.2 42.8 47.6 46.2 44.8

    Operating

    Profit/Net Sales

    (%)

    28.9 23.1 16.8 1.4 2.0 3.9 6.3 7.7 6.8

    Interest Exp/NetSales (%)

    1.4 0.9 N/A 0.3 0.3 0.4 0.0 0.2 0.2

    Aggregate Size

    Measures

    Net Sales (000s) 11484 14929 17929 12236 30837 41988 77151 114833 108905

    Total Assets

    (000s)

    20044 34689 84553 3118 5918 12983 24054 31776 31846

    Barrels

    Sold(000s)

    74 94 111 69 180 246 475 714 688

    Growth Rate (of

    Barrels)

    48% 27% 138% 161% 62% 50%

    Total

    Shareholders

    15000 26059 74372 400 1040 1987 8854 6600 13229

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    Size Measures

    Boston Beer enjoys impressive sales performance,

    ranking it the leading craft brewer in the industry Redhook appears to stagnate in sales growth

    Boston Beer sold almost 4 times the volume of Petes

    and more than 6 times the volume of Redhook

    Redhook Petes Brewing Boston Beer

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year 1993 1994 1995 1993 1994 1995 1993 1994 1995

    Net Sales

    (000s)

    11484 14929 17929 12236 30837 41988 77151 114833 108905

    Total Assets

    (000s)

    20044 34689 84553 3118 5918 12983 24054 31776 31846

    Barrels

    Sold(000s)

    74 94 111 69 180 246 475 714 688

    Growth Rate(of Barrels)

    48% 27% 138% 161% 62% 50%

    Total

    Shareholders

    Equity(000s

    )

    15000 26059 74372 400 1040 1987 8854 6600 13229

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    Profitability

    Redhook has higher operating profit margin due to its

    operating strategy of a company-own production capacity

    Boston Beer and Petes has higher Selling and GeneralAdministrative expense

    Petes Brewing is least profitable

    Gross profit margins of contract brewers are also higher

    and more stable

    Redhook Petes Brewing Boston Beer

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year 1993 1994 1995 1993 1994 1995 1993 1994 1995

    Gross Profit

    Margin

    (GP/Net Sales

    %)

    46.3 41.8 34.4 47.0 45.0 49.7 54.0 54.0 46.2

    SGA/Net

    sales(%)

    17.4 18.8 17.6 45.5 43.2 42.8 47.6 46.2 44.8

    Operating

    Profit/Net Sales

    (%)

    28.9 23.1 16.8 1.4 2.0 3.9 6.3 7.7 6.8

    Interest Exp/Net

    Sales (%)

    1.4 0.9 N/A 0.3 0.3 0.4 0.0 0.2 0.2

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    Return On Equity

    Boston Beer and Petes have higher ROEs due to

    lower asset holdings and shareholder equity

    Redhook has much lower ROE due to heavy capitalinvestment. ROE has declined approximately 50% of

    previous year

    Redhook has lower asset turnover

    Redhook Petes Brewing Boston Beer

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year ended 9mths

    ending

    Year 1993 1994 1995 1993 1994 1995 1993 1994 1995

    Return on

    Equity

    Profit before

    taxes/NetSale

    s(%)

    27.8 22.2 18.0 1.1 1.7 3.5 6.3 7.9 7.6

    Net

    Sales/Assets

    0.8 0.6 0.3 5.7 6.8 4.4 3.2 3.6 3.3

    Assets/Equit

    y

    1.5 1.3 1.2 6.7 6.2 6.2 2.7 4.8 2.5

    Return on

    Equity (pre-

    tax%)

    32.0 16.0 6.4 41.1 70.8 97.0 55.3 137.7 62.4

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    Disadvantage of

    Contract Brewing Strategy Downside risk of financial distresses in second-tier

    brewers which were contracted for brewing

    Risk of interruptions to Bostons product supply Inconsistency in premium beer image as premium

    beers are brewed in the same facilities as lower

    quality brews of second-tier beers

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    Initial Public Offering

    Boston Beer has a promising future prospect.

    To take advantage of favourable market conditions

    the company has decided to go public.

    Going public: selling the companys shares tooutside investors and allow the shares to be publicly

    traded.

    It is a value judgment based on a balance between

    the COSTS and BENEFITS of going public.

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    Advantages of an IPO

    Enhances liquidity and allows existing private

    investors to harvest their wealth

    Permits diversification for founders

    Facilitates the raising of new capital (corporatecash)

    Establishes a value for the firm

    Facilitates merger negotiations

    Enlarges potential markets for the companysproducts

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    Disadvantages of an IPO

    It is a complicated, expensive and time-consuming

    process

    High cost of reporting

    The need to abide by disclosure requirements Increasing agency issues caused by managers self-

    dealings

    The result of a low share price due to inactive market

    The need to maintain control by the management The need to maintain a good relationship with

    investors

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    Boston Beers IPO

    Rapid growth in the Craft-brewing segment is a

    positive signal for advantageous opportunity.

    Conclusion: it is more profitable going public asthe need for growth outweighs the costly and time-

    consuming process.

    Competitors IPOs have been successful

    Redhooks and Petes.

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    Determination of Price

    Initial public offering: thefirstsale of stock by a

    private company to the public.

    Primary step: determination of the price per share

    It represents the amount of capital Boston Beer canraise from the public offering.

    The market value of the company may be

    determined using comparable financial data of its

    competitors.

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    Determination of Price

    Comparable multiples analysis: using multiples

    from market competitors with similar growth and

    riskRedhook and Petes.

    Petes is more similar to Boston Beer.

    Petescustom (or contract) brewing companies

    Redhookregional breweries

    Boston Beercustom (or contract) brewing

    companies

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    Multiples analysis

    Petes Brewing

    Company

    Redhook Ale

    Brewery

    Offering price $18.00 $17.00

    1stday closing $25.25 $27.00

    Current price (20/11/95) $24.75 $27.00

    P/E ratio

    (20/11/95)100 36

    P/B ratio(20/11/95) 129 3

    ROE (annualised)

    (1995)8.6% 129.3%

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    Price: P/E analysis

    P/E = Price per share/EPS

    EPSBoston, 1995= 0.26*4/3 = $0.3467

    PetesP/E = 100x

    Therefore P = 100*0.3467 = $34.67

    RedhooksP/E = 36x implying a price of $12.48

    $34.67 is the better valuation given the operational

    similarities between the two companies.

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    Price: P/B analysis

    P/B = P/E*ROE (since book value per share =

    EPS/ROE)

    P/B = 100*0.4739 = 47.39

    Also P/B = MV of equity/BV of equity MV of equity = 47.39*13229000 = $626.9million

    Number of shares outstanding post-IPO =

    19182119

    Post-IPO price = 626.9m/19.2m = $32.68 A price of $32.68 is obtained which is fairly

    close to the previous price of $34.67.

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    Underpricing

    Underpricing: the pricing of an initial public

    offering below its market value.

    Benefits for investment banks: Increases likelihood of oversubscription hence

    reduces risk

    Rewards the investors associated with the

    investment bank Assists the collection of honest indications of

    interest

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    Underpricing

    Reasons as to why companies do not reject

    underpricing:

    A price run-up immediately following the IPO will

    create excitement

    Only a small portion of private shareholders

    shares are sold in the IPO

    A successful IPO will ensure the ease of raising

    capital in the future

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    First Day Premium

    Premium = (Closing priceIssue

    price)/Issue price

    Petes1stday premium = 40%

    Redhooks1stday premium = 59%

    Expected 1stday premium forBoston

    Beer = 40%60%

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    Underpricing1stday premium

    P/E analysis: a price range of $21.67

    $24.76.

    P/B analysis: a price range of $20.43$23.34.

    Appropriate price range: $20$25

    Offering price of $12.50 is significantly

    lower.

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    Short term Returns

    30-days return is indicative of the short term

    return.

    In generalthe IPO offer price is toolow and

    the first day run-up is toohigh.

    Long term: usually the returns on IPOS are

    lower than expected.

    Short term: < 1 year, usually IPOs are profitable.

    Redhooka monthly return of 16.67%

    Petesa 13-days return of 37.5%

    Boston Beerlikely to rise by 20% to 30%

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    30-days Return

    Same formula as before

    Premium = (Closing priceIssue

    price)/Issue price

    1.2*20 = $24.00 and 1.3*25 = $32.50

    30 days after the IPO:

    Boston Beers stock price will settle at

    $24.00$32.50.

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    Post-IPO Valuation

    The ability to sustain growth and competitive

    advantage is essential to its ongoing financial

    viability.

    Analysts will forecast Boston Beers growth rate

    to evaluate its long term performance.

    The need to determine long term valuethe

    need to forecast growth ratespro forma data

    required

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    Growth Forecast

    Factors affecting the growth forecast:

    Macroeconomic datainflation rate (CPI), interest rate

    Market riskdegree of variation in response to market

    movements

    Likely changes in consumer demand in the foreseeablefuture

    Focus or objective of the firm in the long run

    Past economic data of the company

    The firms future capital budgeting and investing needs

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    Valuation analysis

    A valuation analysis is performed using the

    financial data of Boston Beer to determine the

    implied growth assumption based on current

    market valuations.

    Current market valuationsthe offering price of

    Boston based on the P/E & P/B ratios of Petesis

    the best indication of market investors view of the

    craft brewers.

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    Valuation analysis

    Setting market capitalisation = market value of

    equity, the resulting growth rate will be the implied

    growth rate assumed by market investors for the

    next ten years.

    Where:

    Market capitalisation = Boston Beers offering

    price*number of shares outstanding; and

    Market value of equity = PV of the free cash flows

    assuming it grows at the same rate for ten years and then5% until perpetuity.

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    Valuation analysis Weighted average cost of capital = 11.84%

    Cost of debt (before-tax): (7.02 + 11.50)/2 = 9.26%

    Cost of equity:

    CAPM= 6.26 + 1.0*5 = 11.26%

    Bond-yield-plus-risk-premium= 9.26 + 4 = 13.26%

    Cost of equity (average) = 12.26%

    Weight of debt = 6.20%

    Weight of equity = 93.80% Corporate tax rate = 40%

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    Valuation analysisEquationsused in the analysis:

    EBIT = Operating margin (pre-tax)*Net sales

    NOPAT = EBIT*(1T)

    Invested capital = Net new investment inoperating capital (yearly change in working

    capital and PP&E)

    FCF = NOPATinvested capital

    Total value of the firm = Value of operations +Value of non-operations

    Total market value of equity = Total value of

    firmtotal market value of debt

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    Valuation analysis

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    Market Sharecraft brewers Sell-side analysts forecasted a growth rate of

    25% to 40% for the craft-brewing segment.

    Implied growth rate from current market

    valuationsis 50.06%.

    Wall Street analystsforecasted that the craft beer

    segment could conservatively reach5% of total

    domestic beer sales by the year 2000.

    These data are comparable and can be reconciledto reveal the market sentiments and

    expectations of the craft beer segment in the

    domestic beer industry.

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    Market Sharecraft brewers

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    Market Sharecraft brewers

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    Market Sharecraft brewersGROWTH RATE

    ASSUMPTIONMARKET SHARE IN 2000

    (FIVE YEARS TIME)

    25% 3.62%

    40% 6.38%

    50.06% 9.03%

    Conclusion: market investors have a more

    optimisticoutlook of the craft beer segment

    (Boston Beer) than financial analysts.

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    Are these growth rates

    sustainable?

    The growth rates of the companies are unlikely to

    sustain in the long run due to the threat of greater

    competition

    The Big 3 would react to seek expansion into

    the specialty segment to protect their market

    share

    Expansion strategies by investing directly or

    indirectly in existing craft brewing companies

    Existing Expansion strategies:

    Anheuser-Buschs equity/distribution deal with

    Redhook

    Strohs equity/production arrangement with Petes

    Brewing Company

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    Are the ROEs sustainable?

    ROE = Operating Profit (pre-tax)

    Shareholders Equity

    Competitionprice reductionsslightly lower

    margins

    lower operating profits

    LowerROEs

    Return on equity of these companies is likely to

    be unsustainable

    Excess capacity expected to diminish in time necessity of raising capital through equity funding

    Thus,the ROE of the craft brewing companies

    would also fall

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    Too Optimistic?

    The craft brewing industry is likely to be

    overcapitalized given its total size, the abysmal

    growth forecast of the overall beer industry, and

    the rising competition from major domestic beer

    companies into the specialty beer segment

    A hyped up reaction in the craft brewing segment

    P/E and P/B multiples are overvalued

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    Parallels to other

    Hot Industries

    Beer industry is currently similar to the biotech

    industry in the 1970s and the dot.com internet

    industry in the 1990s

    Shares are oversubscribed and overvalued Hype up reaction for the IPO leading to high first

    day run-ups

    The craft beer industry is very susceptible to shock

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    After Price Determination

    Roles of the investment bank:

    1. Help Boston Beer determine the preliminary

    offering price (or price range) for the stock and the

    number of shares to be sold

    2. Selling the shares to existing clients

    3. Cover the stock after it is issuedongoing

    research and coverage by the analysts of the

    investment bank to facilitate trade in the secondary

    markets.

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    Conclusion

    Final offering price range: $20 - $25

    Implied growth rate: 50%

    Growth of the industry is unlikely to besustainable

    ROE may deteriorate in the future

    The segment is overcapitalised and shares are

    oversubscribed Potential overvaluation of Boston Beer