Boston Beer Co Inc 10-Q for FY2026 Q3
Boston Beer Co Inc (SAM)
About this 10-Q
Boston Beer Co Inc filed this 10-Q on October 22, 2026, covering the quarter ended September 26, 2026 (FY2026 Q3).
Boston Beer Company, Inc. reported a $50.5 million net loss for the thirty-nine weeks ended September 26, 2026; net revenue declined 3.6% to $1.522 billion, and the company recorded $194.5 million of supplier-dispute litigation expense. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act.
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No
Number of shares outstanding of each of the issuer’s classes of common stock, as of October 16, 2026:
Class A Common Stock, $.01 par value |
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Class B Common Stock, $.01 par value |
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(Title of each class) |
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THE BOSTON BEER COMPANY, INC.
FORM 10-Q
September 26, 2026
TABLE OF CONTENTS
PART I. |
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FINANCIAL INFORMATION |
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PAGE |
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets as of September 26, 2026 and December 27, 2025 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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28 |
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PART II. |
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OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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30 |
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Item 4. |
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Item 5. |
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Item 6. |
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EX-31.1 Section 302 CEO Certification
EX-31.2 Section 302 CFO Certification
EX-32.1 Section 906 CEO Certification
EX-32.2 Section 906 CFO Certification
2
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
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September 26, 2026 |
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December 27, 2025 |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventories, net |
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Prepaid expenses and other current assets |
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Income tax receivable |
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Total current assets |
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Property, plant, and equipment, net |
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Operating right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Third-party production prepayments |
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Note receivable |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Accrued litigation expenses |
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— |
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Current operating lease liabilities |
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Total current liabilities |
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Deferred income taxes, net |
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Non-current operating lease liabilities |
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Other liabilities |
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Total liabilities |
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(See Note I) |
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Stockholders' Equity: |
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Class A Common Stock, $ |
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Class B Common Stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
(in thousands, except per share data)
(unaudited)
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Thirteen weeks ended |
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Thirty-nine weeks ended |
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September 26, 2026 |
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September 27, 2025 |
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September 26, 2026 |
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September 27, 2025 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Less excise taxes |
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Net revenue |
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Cost of goods sold |
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Gross profit |
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Operating expenses: |
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Advertising, promotional, and selling expenses |
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General and administrative expenses |
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Impairment of brewery assets |
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Litigation expense |
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— |
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— |
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Total operating expenses |
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Operating income (loss) |
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Other income, net: |
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Interest income, net |
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Other expense, net |
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Total other income, net |
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Income (loss) before income tax provision (benefit) |
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Income tax provision (benefit) |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per common share – basic |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per common share – diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average number of common shares – basic |
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Weighted-average number of common shares – diluted |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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Total other comprehensive income (loss) |
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Comprehensive income (loss) |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Thirty-nine weeks ended |
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September 26, |
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September 27, |
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Cash flows provided by operating activities: |
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Net (loss) income |
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$ |
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$ |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
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Depreciation and amortization |
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Impairment of brewery assets |
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Gain on sale of property, plant, and equipment |
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Litigation expense |
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— |
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Change in right-of-use assets |
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Stock-based compensation expense |
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Deferred income taxes |
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Other non-cash income |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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Inventories |
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Prepaid expenses and other current assets |
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( |
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Income tax receivable |
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Third-party production prepayments |
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Brewery-related assets and cloud computing |
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Other non-current assets |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Operating lease liabilities |
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Other non-current liabilities |
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Net cash provided by operating activities |
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Cash flows used in investing activities: |
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Purchases of property, plant, and equipment |
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Proceeds from disposal of property, plant, and equipment |
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Net cash used in investing activities |
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( |
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Cash flows used in financing activities: |
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Repurchases and retirement of Class A common stock |
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Proceeds from exercise of stock options and sale of investment shares |
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Cash paid on finance leases |
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( |
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Payment of tax withholding on stock-based payment awards and investment shares |
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( |
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( |
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Net cash used in financing activities |
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( |
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Change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Income tax payment, net |
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$ |
( |
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$ |
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Cash paid for amounts included in measurement of lease liabilities |
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Operating cash outflows from operating leases |
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$ |
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$ |
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Operating cash outflows from finance leases |
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$ |
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$ |
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Financing cash outflows from finance leases |
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$ |
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$ |
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Right-of-use-assets obtained in exchange for operating lease obligations |
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$ |
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$ |
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Right-of-use-assets obtained in exchange for finance lease obligations |
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$ |
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$ |
- |
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Decrease in accounts payable for purchases of property, plant, and equipment |
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$ |
( |
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$ |
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Non-cash financing activity – decrease in accrued excise taxes on share repurchases |
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$ |
( |
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$ |
( |
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Non-cash investing activity - application of supplier shortfall fees to reduce notes receivable and accrued expenses |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025
(in thousands)
(unaudited)
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Accumulated |
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(Accumulated |
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Class A |
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Class A |
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Class B |
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Class B |
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Additional |
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Other |
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Deficit) |
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Total |
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Common |
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Common |
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Common |
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Common |
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Paid-in |
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Comprehensive |
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Retained |
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Stockholders’ |
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Shares |
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Stock, Par |
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Shares |
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Stock, Par |
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Capital |
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Loss |
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Earnings |
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Equity |
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Balance at December 27, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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Stock options exercised and restricted shares activities |
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- |
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( |
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Stock-based compensation expense |
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Repurchase and retirement of Class A Common Stock |
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( |
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( |
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Foreign currency translation adjustment |
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( |
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Balance at March 28, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Stock options exercised and restricted shares activities |
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Stock-based compensation expense |
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Repurchase and retirement of Class A Common Stock |
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( |
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( |
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( |
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Foreign currency translation adjustment |
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Balance at June 27, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Stock options exercised and restricted shares activities |
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- |
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( |
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Stock-based compensation expense |
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Repurchase and retirement of Class A Common Stock |
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( |
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( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 26, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
6
|
|
|
|
|
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 28, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock options exercised and restricted shares activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase and retirement of Class A Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 29, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock options exercised and restricted shares activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase and retirement of Class A Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at June 28, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock options exercised and restricted shares activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase and retirement of Class A Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Balance at September 27, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 tradenames “The Boston Beer Company®”, “Twisted Tea Brewing Company®”, “Hard Seltzer Beverage Company”, “Angry Orchard® Cider Company”, “Dogfish Head® Craft Brewery”, “Dogfish Head Distilling Co.”, “Angel City® Brewing Company”, “Coney Island® Brewing Company”, "Green Rebel Brewing Co.", "Sun Cruiser Beverage Co.", "Lytt Beverage Company", "Rally Dog Beverage Co.", and "Sinless Spirits Company".
The accompanying unaudited condensed consolidated balance sheet as of September 26, 2026, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 26, 2026 and September 27, 2025, respectively, have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnotes normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. All intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to previously reported captioned amounts within operating cash flow activities to conform to the fiscal 2026 presentation of disaggregated activity. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025.
In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 26, 2026 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 26, 2026 and September 27, 2025, reflect all adjustments necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.
B. Recent Accounting Pronouncements
New accounting pronouncements are issued periodically by the FASB and are adopted by the Company as of the specified effective dates. Unless otherwise disclosed below, the Company believes that recently issued and adopted pronouncements will not have a material impact on the Company’s financial position, results of operations and cash flows or do not apply to the Company’s operations.
In November 2024, the FASB issued ASU 2024-03—Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures (SubTopic 220-40): Disaggregation of Income Statement Expenses. This ASU was issued to address investor requests for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This ASU is effective for public entities for annual periods beginning after December 15, 2026. Early adoption is permitted. ASU 2024-03 will be effective for the Company in the first quarter of its fiscal year ending December 25, 2027. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025‑05—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient intended to simplify the estimation of expected credit losses for current accounts receivable and contract assets arising under Topic 606, Revenue from Contracts with Customers. The ASU became effective for annual and interim periods beginning after December 15, 2025. The Company
In December 2025, the FASB issued ASU 2025-11—Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU was issued to improve the navigability of the interim reporting guidance and to clarify when and how the interim disclosure requirements in Topic 270 apply. The amendments also introduce a disclosure principle requiring entities to disclose events and changes since the end of the most recent annual reporting period that have a material impact on the entity. The ASU does not change the fundamental nature of interim reporting or significantly expand or reduce existing interim disclosure requirements. ASU 2025-11 is effective for public entities for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
8
C. Revenue Recognition
The breakdown of revenue during the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025 were as follows:
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
September 26, 2026 |
|
|
September 27, 2025 |
|
||||
Shipments to domestic distributors |
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Shipments to international distributors |
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Sales at 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 title 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 September 26, 2026 and December 27, 2025, the Company has deferred $
Customer promotional discount programs are entered into by the Company with distributors for certain periods of time. The reimbursements for discounts to distributors are recorded as reductions to net revenue and were $
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 point-of-sale and merchandise placement, samples, product displays, promotional programs at retail locations and meals, travel and entertainment.
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
September 26, 2026 |
|
|
September 27, 2025 |
|
||||
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Amount recorded as a reduction to net revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amount recorded as advertising, promotional and selling expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Total customer programs and incentives |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
9
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 advertising expenditures in local markets. These costs are recorded as incurred, generally when invoices are received; however certain estimates are required at the 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.
D. Inventories
Inventories consist of raw materials, work in process and finished goods which are stated at the lower of cost, determined on the first-in, first-out basis, or net realizable value. Raw materials principally consist of hops, packaging, flavorings, fruit juices, and other brewing materials. The Company’s goal is to maintain on hand a supply of at least one year for essential hop varieties, in order to limit the risk of an unexpected reduction in supply. Inventories are generally classified as current assets. The Company classifies hops inventory in excess of two years of forecasted usage in other long-term assets. The cost elements of work in process and finished goods inventory consist of raw materials, direct labor and manufacturing overhead.
|
|
September 26, |
|
|
December 27, |
|
||
|
|
|
|
|||||
Current inventory: |
|
|
|
|
|
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total current inventory |
|
|
|
|
|
|
||
Long term inventory |
|
|
|
|
|
|
||
Total inventory |
|
$ |
|
|
$ |
|
||
As of September 26, 2026 and December 27, 2025, the Company has recorded inventory obsolescence reserves of $
10
E. Goodwill and 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 impaired. The Company performs its annual impairment tests and re-evaluates the useful 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.
Goodwill. 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 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.
Intangible assets. 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 and beginning in the fourth quarter of 2024, the Company changed the indefinite useful life Dogfish Head trademark asset and began amortizing the remaining balance over an estimated useful life of
In the third quarter of 2026, the Company conducted a trigger event analysis on its amortizing intangible assets. The review did not identify any indicators of impairment, and as a result, no impairment charges were recorded.
The Company’s intangible assets as of September 26, 2026 and December 27, 2025 were as follows:
|
|
|
|
As of September 26, 2026 |
|
|
December 27, 2025 |
|
||||||||||||||||||
|
|
|
|
Gross |
|
|
Accumulated |
|
|
Net Book |
|
|
Gross |
|
|
Accumulated |
|
|
Net Book |
|
||||||
|
|
Life (Years) |
|
Value |
|
|
Amortization |
|
|
Value |
|
|
Value |
|
|
Amortization |
|
|
Value |
|
||||||
|
|
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||||||||||
Customer relationships |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Trademarks |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total intangible assets, net |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Amortization expense in the thirteen and thirty-nine weeks ended September 26, 2026 was approximately $
Fiscal Year |
|
Amount (in thousands) |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total amortization expense |
|
$ |
|
|
11
F. Third-Party Production Payments
During the thirteen and thirty-nine weeks ended September 26, 2026, the Company produced approximately
The Company currently has production services agreements with subsidiaries of City Brewing Company, LLC (“City Brewing”). In August 2025, the Company extended the terms and amended certain fees under these agreements. The contracts now expire on
During the thirteen and thirty-nine weeks ended September 26, 2026, City Brewing supplied approximately
In December of 2024, the Company announced an amendment and restatement in its entirety of an existing production agreement with a third-party supplier, Rauch North America Inc ("Rauch"). The amended and restated Rauch agreement includes quarterly minimum payments that total $
At current production volume projections, the Company believes that it will fall short of its future annual volume commitments under the City Brewing and Rauch agreements and will incur shortfall fees. The Company expenses the shortfall fees during the contractual period, when such fees are incurred, as a component of cost of goods sold. During the thirteen weeks and thirty-nine weeks ended September 26, 2026, the Company incurred $
As of September 26, 2026, if volume for the remaining term of the City Brewing, Rauch and other production arrangements was zero, the total contractual shortfall and termination fees, with advance notice as specified in the related contractual agreements, would total approximately $
The Company has regular discussions with its third-party production suppliers related to its future capacity needs and the terms of its contracts. Changes to volume estimates, future amendments or cancellations of existing contracts could accelerate or change total shortfall fees expected to be incurred.
G. Note Receivable
The Company and City Brewing entered into a Loan and Security agreement on January 2, 2024, at which time payment of $
The Company determined the fair value of the note receivable on the issuance date to be $
12
the third-party production arrangement. The unamortized balance was $
As of September 26, 2026, the Company had $
H. Net Income (Loss) per Share
The Company calculates net income (loss) per share using the two-class method, which requires the Company to allocate net income (loss) to its Class A Common Shares, Class B Common Shares and unvested share-based payment awards that participate in dividends with common stock, in the calculation of net income (loss) per share.
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.
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 the Class B Common Stock is freely convertible into one share of Class A Common Stock, upon request of the respective Class B holder, and participates equally in dividends.
The Company’s unvested share-based payment awards include unvested shares (1) issued under the Company’s investment share program, which permits employees who have been with the Company for at least
Included in the computation of net income (loss) per diluted common share are dilutive outstanding stock options and restricted stock that are vested or expected to vest, to the extent such awards are dilutive. At its discretion, the Board of Directors grants stock options and restricted stock units to senior management and certain key employees. The terms of the employee stock options are determined by the Board of Directors at the time of grant. To date, stock options granted to employees vest over various service periods and/or based on the attainment of certain performance criteria and generally expire after ten years. The restricted stock units generally vest over
13
Net Income (Loss) per Common Share - Basic
The following table sets forth the computation of basic net income (loss) per share using the two-class method:
|
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
|
September 26, |
|
|
September 27, |
|
|
September 26, |
|
|
September 27, |
|
||||
|
|
(in thousands, except per share data) |
|
|
(in thousands, except per share data) |
|
||||||||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Allocation of net income (loss) for basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Class B Common Stock |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Unvested participating shares |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Weighted average number of shares for basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested participating shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share for basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Class B Common Stock |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net Income (Loss) per Common Share - Diluted
The Company calculates diluted net income (loss) per common share using the more dilutive of (i) the treasury stock method or (ii) the two-class method, which assumes participating securities remain outstanding and are not exercised or converted.
For the thirty-nine weeks ended September 26, 2026, the Company reported a net loss. Accordingly, all potential common shares were anti-dilutive, and diluted net loss per common share was equal to basic net loss per common share. As a result, the calculation of diluted net loss per common share reflects the same allocation of net loss and weighted-average common shares outstanding used in the calculation of basic net loss per common share.
For the thirteen weeks ended September 26, 2026 and the thirteen and thirty-nine weeks ended September 27, 2025, the Company reported net income. Diluted net income per common share reflects both the allocation of earnings to participating securities under the two-class method and the effect of dilutive share-based awards included in diluted weighted-average common shares outstanding.
14
The following table presents the calculation of diluted net income (loss) per common share for the periods presented:
|
|
Thirteen weeks ended |
|
|||||||||||||||||||||
|
|
September 26, 2026 |
|
|
September 27, 2025 |
|
||||||||||||||||||
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
||||||
|
|
(in thousands, except per share data) |
|
|||||||||||||||||||||
As reported - Class A Common Stock - basic |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested participating shares (loss periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Share-based awards - effect of dilutive common shares (income periods only) |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Net earnings effect of unvested participating shares (income periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income per common share -diluted |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Thirty-nine weeks ended |
|
|||||||||||||||||||||
|
|
September 26, 2026 |
|
|
September 27, 2025 |
|
||||||||||||||||||
|
|
Loss to |
|
|
Common |
|
|
EPS |
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
||||||
|
|
(in thousands, except per share data) |
|
|||||||||||||||||||||
As reported - Class A Common Stock - basic |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
||||
Class B Common Stock |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unvested participating shares (loss periods only) |
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Share-based awards - effect of dilutive common shares (income periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Net earnings effect of unvested participating shares (income periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net (loss) income per common share -diluted |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
||||
For the thirteen weeks ended September 26, 2026, in accordance with the two-class method, weighted-average stock options to purchase
For the thirty-nine weeks ended September 26, 2026, in accordance with the two-class method, weighted‑average stock options to purchase
For the thirteen and thirty-nine weeks ended September 27, 2025, in accordance with the two-class method, weighted-average stock options to purchase
15
I. Commitments and Contingencies
Contractual Obligations
As of September 26, 2026, projected cash outflows under non-cancellable contractual obligations are as follows:
|
|
Commitments |
|
|
|
|
(in thousands) |
|
|
Brand support |
|
$ |
|
|
Equipment and machinery |
|
|
|
|
Ingredients and packaging (excluding hops and malt) |
|
|
|
|
Hops and malt |
|
|
|
|
Other |
|
|
|
|
Total commitments |
|
$ |
|
|
The Company expects to pay $
Litigation
The Company is party to legal 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 may not have a material adverse effect on the Company’s financial condition or the results of its operations. The Company accrues loss contingencies if, in the opinion of management and its legal counsel, the risk of loss is probable and the loss can be estimated. Material pending legal proceedings are discussed below.
Supplier Dispute. As previously reported, including in the Company's Annual Report on Form 10-K for the year ended December 27, 2025, on December 31, 2022, Ardagh Metal Packaging USA Corp. ("Ardagh") filed an action against the Company alleging, among other things, that the Company had failed or would fail to purchase contractual minimum volumes of certain aluminum beverage can containers during the 2021 through 2026 periods. The trial commenced on March 23, 2026 and, on April 6, 2026, a jury returned a verdict awarding damages to Ardagh.
As a result of the verdict, during the first quarter of 2026, the Company recorded a non-recurring pre-tax litigation expense of $
On May 26, 2026, the court entered an amended final judgment awarding damages of $
During the third quarter of 2026, the Company recorded an additional $
Through September 26, 2026, the cumulative pre-tax impact of the Ardagh litigation was expense of $
The Company denies that it breached the terms of the parties’ contract and intends to pursue all available post‑trial motions and appellate remedies. To that end, the Company filed a post-trial motion on June 8, 2026, Ardagh responded on July 8, 2026, and the Company filed its reply on July 23, 2026. The Company also filed a Notice of Appeal which is stayed pending the district court’s ruling on the Company’s post trial motion.
The Company cannot estimate when or if damages or interest will ultimately be paid or when this matter will ultimately be resolved.
16
J. Income Taxes
The following table presents the Company’s effective income tax rates for the thirteen and thirty-nine weeks ended September 26, 2026 and September 27, 2025:
|
|
Thirteen weeks ended |
|
Thirty-nine weeks ended |
||||
|
|
September 26, |
|
September 27, |
|
September 26, |
|
September 27 |
Effective tax rate |
|
|
|
|
||||
For the thirteen weeks ended September 26, 2026, the Company recorded an income tax provision, resulting in an effective tax rate of
As of both September 26, 2026 and December 27, 2025, the Company had approximately $
The Company’s practice is to classify interest and penalties related to income tax matters in income tax expense. As of September 26, 2026 and December 27, 2025, the Company had approximately $
The Company's federal income tax returns remain subject to examination for
K. Line of Credit
In December 2022, the Company amended its credit facility in place that provides for a $
L. Fair Value Measures
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 following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives 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).
17
The Company’s cash and cash equivalents are held in money market funds. These money market funds are measured at fair value on a recurring basis and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The money market funds are invested substantially in United States Treasury and government securities. The Company does not adjust the quoted market price for such financial instruments. Cash, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature. Other accrued expenses and liabilities, including accrued litigation‑related loss contingencies, accrued interest, and accrued legal costs, are measured at accrued amounts in accordance with their applicable accounting guidance and are not required to be recorded at fair value; accordingly, these amounts are excluded from the Company’s fair value measurements and related hierarchy disclosures.
As of September 26, 2026 and December 27, 2025, 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 September 26, 2026 and December 27, 2025, the Company’s cash and cash equivalents balance was $
Non-Recurring Fair Value Measurement
The fair value as of the issuance date of the Company's note receivable is classified within Level 2 of the fair value hierarchy as the fair value was partially derived from publicly quoted inputs of market interest rates for a loan of similar terms, provisions, and maturity. See Note G for further discussion on the note receivable.
M. Common Stock and Stock-Based Compensation
Option Activity
Information related to stock options under the Restated Employee Equity Incentive Plan and the Stock Option Plan for Non-Employee Directors and upper management is summarized as follows:
|
|
Shares |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Vested and expected to vest at December 27, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited/ Expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at September 26, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at September 26, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at September 26, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Of the total options outstanding as of September 26, 2026,
On May 27, 2026, the Company granted options to purchase an aggregate of
On August 20, 2026, the Company announced that Diego Reynoso had decided to step down from his role as Treasurer and Chief Financial Officer, effective September 15, 2026. As a result, Mr. Reynoso forfeited an aggregate of
18
Non-Vested Shares Activity
The following table summarizes vesting activities of shares issued under the investment share program and restricted stock units:
|
|
Number of Shares |
|
|
Weighted Average Fair Value |
|
||
Non-vested at December 27, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Non-vested at September 26, 2026 |
|
|
|
|
$ |
|
||
Of the total non-vested shares as of September 26, 2026,
On March 1, 2026, the Company granted a combined
On May 27, 2026, the Company granted a combined
On July 29, 2026, the Company granted a combined
On August 20, 2026, the Company announced that Diego Reynoso had decided to step down from his role as Treasurer and Chief Financial Officer, effective September 15, 2026. As a result, Mr. Reynoso forfeited a combined
Stock-Based Compensation
The following table provides information regarding stock-based compensation expense included in operating expenses in the accompanying condensed consolidated statements of comprehensive operations:
|
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
|
September 26, |
|
|
September 27, |
|
|
September 26, |
|
|
September 27, |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Amounts included in advertising, promotional and selling expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amounts included in general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average assumptions used to estimate fair values of stock options on the date of grants and shares purchased under the Company's investment share program are as follows:
|
|
2026 |
|
|
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Expected dividends |
|
|
% |
|
Exercise factor |
|
|
|
|
Discount for post-vesting restrictions |
|
|
% |
|
Stock Repurchases
19
In 1998, the Company began a share repurchase program. Under this program, the Company's Board of Directors has authorized the repurchase of the Company's Class A Stock. On October 2, 2024, the Board of Directors authorized an increase in the aggregate expenditure limit for the Company’s stock repurchase program by $
During the thirteen and thirty-nine weeks ended September 26, 2026, the Company repurchased and subsequently retired
As of September 26, 2026, the Company had repurchased a cumulative total of approximately
N. Segment Reporting
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources in assessing performance. The Company has
The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
The table below summarizes the Company’s measures of segment net income (loss) that the CODM considered in determining how to allocate resources and assess segment performance for the thirteen and thirty-nine weeks ended September 26, 2026, and September 27, 2025:
|
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
|
September 26, |
|
|
September 27, |
|
|
September 26, |
|
|
September 27, |
|
||||
|
|
|
|
|
||||||||||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and benefits expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising, promotional, and selling expenses (excluding salaries and benefits) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses (excluding salaries and benefits) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of brewery assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Litigation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax provision (benefit) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Segment net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
O. Related Party Transactions
In 2019, as part of the merger with Dogfish Head, the Company entered into a lease with the Dogfish Head founders and other owners
20
of buildings used in certain of the Company’s restaurant operations. The lease is for
Effective August 15, 2025, Jim Koch assumed the role of Chief Executive Officer, succeeding Michael Spillane. Prior to this appointment, Mr. Koch served as Brewer, Founder, and Chairman of the Board, during which time in 2025, he did not receive salary, bonus, or equity compensation. Upon assuming the CEO role, Mr. Koch has elected to continue forgoing salary and bonus, and no new equity awards have been granted. He also holds no unvested equity awards that would be subject to expense recognition.
21
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the significant factors affecting the consolidated operating results, financial condition and liquidity and cash flows of the Company for the thirteen and thirty-nine week periods ended September 26, 2026, as compared to the thirteen and thirty-nine week periods ended September 27, 2025. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements of the Company and Notes there to included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
RESULTS OF OPERATIONS
Thirteen Weeks Ended September 26, 2026 compared to Thirteen Weeks Ended September 27, 2025
|
|
Thirteen Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
Amount |
|
|
% change |
|
|
Per barrel |
|
|
Per barrel |
|
||||||||||||||||||||||
Barrels sold |
|
|
|
|
|
1,841 |
|
|
|
|
|
|
|
|
|
1,936 |
|
|
|
|
|
|
(95 |
) |
|
|
(4.9 |
)% |
|
|
|
|
|
|
||||||
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue |
|
$ |
520,101 |
|
|
$ |
282.51 |
|
|
|
100.0 |
% |
|
$ |
537,494 |
|
|
$ |
277.63 |
|
|
|
100.0 |
% |
|
$ |
(17,393 |
) |
|
|
(3.2 |
)% |
|
$ |
4.88 |
|
|
|
1.8 |
% |
Cost of goods |
|
|
251,023 |
|
|
|
136.35 |
|
|
|
48.3 |
% |
|
|
264,377 |
|
|
|
136.56 |
|
|
|
49.2 |
% |
|
|
(13,354 |
) |
|
|
(5.1 |
)% |
|
|
(0.21 |
) |
|
|
(0.2 |
)% |
Gross profit |
|
|
269,078 |
|
|
|
146.16 |
|
|
|
51.7 |
% |
|
|
273,117 |
|
|
|
141.07 |
|
|
|
50.8 |
% |
|
|
(4,039 |
) |
|
|
(1.5 |
)% |
|
|
5.09 |
|
|
|
3.6 |
% |
Advertising, promotional, and selling expenses |
|
|
165,182 |
|
|
|
89.72 |
|
|
|
31.8 |
% |
|
|
164,739 |
|
|
|
85.09 |
|
|
|
30.6 |
% |
|
|
443 |
|
|
|
0.3 |
% |
|
|
4.63 |
|
|
|
5.4 |
% |
General and administrative expenses |
|
|
42,855 |
|
|
|
23.28 |
|
|
|
8.2 |
% |
|
|
44,913 |
|
|
|
23.20 |
|
|
|
8.4 |
% |
|
|
(2,058 |
) |
|
|
(4.6 |
)% |
|
|
0.08 |
|
|
|
0.3 |
% |
Impairment of brewery assets |
|
|
2,888 |
|
|
|
1.57 |
|
|
|
0.6 |
% |
|
|
1,416 |
|
|
|
0.73 |
|
|
|
0.3 |
% |
|
|
1,472 |
|
|
|
104.0 |
% |
|
|
0.84 |
|
|
|
115.1 |
% |
Litigation expense |
|
|
1,824 |
|
|
|
0.99 |
|
|
|
0.4 |
% |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
1,824 |
|
|
>100% |
|
|
|
0.99 |
|
|
>100% |
|
||
Total operating expenses |
|
|
212,749 |
|
|
|
115.56 |
|
|
|
40.9 |
% |
|
|
211,068 |
|
|
|
109.02 |
|
|
|
39.3 |
% |
|
|
1,681 |
|
|
|
0.8 |
% |
|
|
6.54 |
|
|
|
6.0 |
% |
Operating income |
|
|
56,329 |
|
|
|
30.60 |
|
|
|
10.8 |
% |
|
|
62,049 |
|
|
|
32.05 |
|
|
|
11.5 |
% |
|
|
(5,720 |
) |
|
|
(9.2 |
)% |
|
|
(1.45 |
) |
|
|
(4.5 |
)% |
Other income, net |
|
|
2,576 |
|
|
|
1.40 |
|
|
|
0.5 |
% |
|
|
2,101 |
|
|
|
1.09 |
|
|
|
0.4 |
% |
|
|
475 |
|
|
|
22.6 |
% |
|
|
0.31 |
|
|
|
28.4 |
% |
Income before income tax provision |
|
|
58,905 |
|
|
|
32.00 |
|
|
|
11.3 |
% |
|
|
64,150 |
|
|
|
33.14 |
|
|
|
11.9 |
% |
|
|
(5,245 |
) |
|
|
(8.2 |
)% |
|
|
(1.14 |
) |
|
|
(3.4 |
)% |
Income tax provision |
|
|
15,739 |
|
|
|
8.55 |
|
|
|
3.0 |
% |
|
|
17,995 |
|
|
|
9.29 |
|
|
|
3.3 |
% |
|
|
(2,256 |
) |
|
|
(12.5 |
)% |
|
|
(0.74 |
) |
|
|
(8.0 |
)% |
Net income |
|
$ |
43,166 |
|
|
$ |
23.45 |
|
|
|
8.3 |
% |
|
$ |
46,155 |
|
|
$ |
23.85 |
|
|
|
8.6 |
% |
|
$ |
(2,989 |
) |
|
|
(6.5 |
)% |
|
$ |
(0.40 |
) |
|
|
(1.7 |
)% |
Net revenue. Net revenue decreased by $17.4 million, or 3.2%, to $520.1 million for the thirteen weeks ended September 26, 2026, as compared to $537.5 million for the thirteen weeks ended September 27, 2025 primarily due to decreased sales volume impacts of $26.4 million, partially offset by favorable product mix of $7.7 million, and increased pricing of $4.9 million.
Volume. Total shipment volume decreased by 4.9% to 1,841,000 barrels for the thirteen weeks ended September 26, 2026, as compared to 1,936,000 barrels for the thirteen weeks ended September 27, 2025. The decrease was primarily driven by decreases in Twisted Tea, Truly, Samuel Adams and Hard Mountain Dew brands that were partially offset by increases in Sun Cruiser and Angry Orchard brands.
The Company believes distributor inventory as of September 26, 2026 was at an appropriate level for each of its brands and averaged approximately four weeks on hand, compared to four and a half weeks on hand at the end of September 2025.
Net revenue per barrel. Net revenue per barrel increased by 1.8% to $282.51 per barrel for the thirteen weeks ended September 26, 2026, as compared to $277.63 per barrel for the comparable period in 2025, primarily due to favorable product mix and increased pricing.
22
Cost of goods sold. Cost of goods sold was $136.35 per barrel for the thirteen weeks ended September 26, 2026, as compared to $136.56 per barrel for the thirteen weeks ended September 27, 2025. The 2026 cost of goods sold per barrel was flat to 2025 primarily due to inflationary impacts of $10.2 million, or $5.54 per barrel, partially offset by contract renegotiations and recipe optimization savings of $3.4 million, or $1.85 per barrel, brewery efficiencies of $1.5 million, or $0.81 per barrel, and lower third-party production payment amortization of $1.3 million, or $0.71 per barrel.
Inflationary impacts of $10.2 million consist primarily of increased material costs, mainly from aluminum, of $7.6 million, inclusive of $0.8 million impact from tariffs, and increased internal brewery costs of $0.5 million.
Gross profit. Gross profit was $146.16 per barrel for the thirteen weeks ended September 26, 2026, as compared to $141.07 per barrel for the thirteen weeks ended September 27, 2025. The increase in gross profit per barrel was primarily driven by favorable product mix, pricing, and cost savings, more than offsetting inflationary impacts.
The Company includes freight charges related to the movement of finished goods from its 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 those of other entities that classify costs related to distribution differently.
Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses was flat at $165 million for the thirteen weeks ended September 26, 2026 and for the thirteen weeks ended September 27, 2025. This reflected $9.5 million in higher freight costs, with higher freight rates more than offsetting the benefit of lower shipment volumes, and a $9.0 million reduction in advertising spend.
Advertising, promotional and selling expenses were 31.8% of net revenue, or $89.72 per barrel, for the thirteen weeks ended September 26, 2026, as compared to 30.6% of net revenue, or $85.09 per barrel, for the thirteen weeks ended September 27, 2025. This increase per barrel is primarily due to increased freight rates. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments 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 condensed consolidated statements of comprehensive 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 industry and market conditions.
General and administrative expenses. General and administrative expenses decreased by $2.1 million, or 4.6%, to $42.9 million for the thirteen weeks ended September 26, 2026, as compared to $44.9 million for the thirteen weeks ended September 27, 2025, primarily due to a decrease in salaries and benefits costs of $3.4 million, partially offset by higher legal fees.
Impairment of brewery assets. Impairment of brewery assets of $2.9 million increased by $1.5 million from 2025, due to write-offs of equipment at Company-owned breweries.
Litigation expense. For the thirteen weeks ended September 26, 2026, the Company recorded non-recurring pre-tax litigation expense of $1.8 million, related to the supplier dispute, consisting of post-judgment interest expense.
Income tax provision. The Company's effective tax rate was a provision of 26.7%, a decrease from 28.1% in the prior year. This decrease in rate is due primarily to the positive impact of non-deductible stock compensation.
23
Thirty-nine Weeks Ended September 26, 2026 compared to Thirty-nine Weeks Ended September 27, 2025
|
|
Thirty-nine Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
Amount |
|
|
% change |
|
|
Per barrel |
|
|
Per barrel |
|
||||||||||||||||||||||
Barrels sold |
|
|
|
|
|
5,448 |
|
|
|
|
|
|
|
|
|
5,756 |
|
|
|
|
|
|
(308 |
) |
|
|
(5.4 |
)% |
|
|
|
|
|
|
||||||
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue |
|
$ |
1,522,369 |
|
|
$ |
279.44 |
|
|
|
100.0 |
% |
|
$ |
1,579,310 |
|
|
$ |
274.38 |
|
|
|
100.0 |
% |
|
$ |
(56,941 |
) |
|
|
(3.6 |
)% |
|
$ |
5.06 |
|
|
|
1.8 |
% |
Cost of goods |
|
|
752,960 |
|
|
|
138.21 |
|
|
|
49.5 |
% |
|
|
794,412 |
|
|
|
138.01 |
|
|
|
50.3 |
% |
|
|
(41,452 |
) |
|
|
(5.2 |
)% |
|
|
0.20 |
|
|
|
0.1 |
% |
Gross profit |
|
|
769,409 |
|
|
|
141.23 |
|
|
|
50.5 |
% |
|
|
784,898 |
|
|
|
136.37 |
|
|
|
49.7 |
% |
|
|
(15,489 |
) |
|
|
(2.0 |
)% |
|
|
4.86 |
|
|
|
3.6 |
% |
Advertising, promotional, and selling expenses |
|
|
491,138 |
|
|
|
90.15 |
|
|
|
32.3 |
% |
|
|
461,987 |
|
|
|
80.26 |
|
|
|
29.3 |
% |
|
|
29,151 |
|
|
|
6.3 |
% |
|
|
9.89 |
|
|
|
12.3 |
% |
General and administrative expenses |
|
|
144,035 |
|
|
|
26.44 |
|
|
|
9.5 |
% |
|
|
138,615 |
|
|
|
24.08 |
|
|
|
8.8 |
% |
|
|
5,420 |
|
|
|
3.9 |
% |
|
|
2.36 |
|
|
|
9.8 |
% |
Impairment of brewery assets |
|
|
3,124 |
|
|
|
0.57 |
|
|
|
0.2 |
% |
|
|
6,401 |
|
|
|
1.11 |
|
|
|
0.4 |
% |
|
|
(3,277 |
) |
|
|
(51.2 |
)% |
|
|
(0.54 |
) |
|
|
(48.6 |
)% |
Litigation expense |
|
|
194,471 |
|
|
|
35.70 |
|
|
|
12.8 |
% |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
194,471 |
|
|
>100% |
|
|
|
35.70 |
|
|
>100% |
|
||
Total operating expenses |
|
|
832,768 |
|
|
|
152.86 |
|
|
|
54.7 |
% |
|
|
607,003 |
|
|
|
105.45 |
|
|
|
38.4 |
% |
|
|
225,765 |
|
|
|
37.2 |
% |
|
|
47.41 |
|
|
|
45.0 |
% |
Operating (loss) income |
|
|
(63,359 |
) |
|
|
(11.63 |
) |
|
|
(4.2 |
)% |
|
|
177,895 |
|
|
|
30.92 |
|
|
|
11.3 |
% |
|
|
(241,254 |
) |
|
|
(135.6 |
)% |
|
|
(42.55 |
) |
|
|
(137.6 |
)% |
Other income, net |
|
|
5,654 |
|
|
|
1.04 |
|
|
|
0.4 |
% |
|
|
6,152 |
|
|
|
1.07 |
|
|
|
0.4 |
% |
|
|
(498 |
) |
|
|
(8.1 |
)% |
|
|
(0.03 |
) |
|
|
(2.8 |
)% |
(Loss) income before income tax (benefit) provision |
|
|
(57,705 |
) |
|
|
(10.59 |
) |
|
|
(3.8 |
)% |
|
|
184,047 |
|
|
|
31.99 |
|
|
|
11.7 |
% |
|
|
(241,752 |
) |
|
|
(131.4 |
)% |
|
|
(42.58 |
) |
|
|
(133.1 |
)% |
Income tax (benefit) provision |
|
|
(7,176 |
) |
|
|
(1.32 |
) |
|
|
(0.5 |
)% |
|
|
53,047 |
|
|
|
9.22 |
|
|
|
3.4 |
% |
|
|
(60,223 |
) |
|
|
(113.5 |
)% |
|
|
(10.54 |
) |
|
|
(114.3 |
)% |
Net (loss) income |
|
$ |
(50,529 |
) |
|
$ |
(9.27 |
) |
|
|
(3.3 |
)% |
|
$ |
131,000 |
|
|
$ |
22.77 |
|
|
|
8.3 |
% |
|
$ |
(181,529 |
) |
|
|
(138.6 |
)% |
|
$ |
(32.04 |
) |
|
|
(140.7 |
)% |
Net revenue. Net revenue decreased by $56.9 million, or 3.6%, to $1.522 billion for the thirty-nine weeks ended September 26, 2026, as compared to $1.579 billion for the thirty-nine weeks ended September 27, 2025, primarily due to decreased sales volume impacts of $84.5 million and increased sales incentives of $6.1 million, partially offset by increased pricing of $19.1 million and favorable product mix of $17.4 million.
Volume. Total shipment volume decreased by 5.4% to 5,448,000 barrels for the thirty-nine weeks ended September 26, 2026, as compared to 5,756,000 barrels for the thirty-nine weeks ended September 27, 2025, primarily due to decreases in Twisted Tea, Truly, Samuel Adams, Hard Mountain Dew and Dogfish Head brands that were partially offset by increases in Sun Cruiser and Angry Orchard brands.
Net revenue per barrel. Net revenue per barrel increased by 1.8% to $279.44 per barrel for the thirty-nine weeks ended September 26, 2026, as compared to $274.38 per barrel for the comparable period in 2025, primarily due to increased pricing and favorable product mix.
Cost of goods sold. Cost of goods sold was $138.21 per barrel for the thirty-nine weeks ended September 26, 2026, as compared to $138.01 per barrel for the thirty-nine weeks ended September 27, 2025. The 2026 cost of goods sold per barrel was flat to 2025 primarily due to inflationary impacts of $39.1 million, or $7.18 per barrel, offset by contract renegotiations and recipe optimization savings of $14.1 million, or $2.59 per barrel, brewery efficiencies of $12.6 million, or $2.31 per barrel, inventory waste reduction and network optimization savings of $6.0 million, or $1.10 per barrel and lower third-party production payment amortization of $5.3 million, or $0.97 per barrel.
Inflationary impacts of $39.1 million consist primarily of increased material costs, mainly from aluminum, of $31.6 million, inclusive of $7.6 million impact from tariffs, and increased internal brewery costs of $3.0 million.
24
Gross profit. Gross profit was $141.23 per barrel for the thirty-nine weeks ended September 26, 2026, as compared to $136.37 per barrel for the thirty-nine weeks ended September 27, 2025. The increase in gross profit per barrel was primarily driven by pricing, favorable product mix and cost savings, more than offsetting inflationary impacts.
Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses increased by $29.2 million, or 6.3%, to $491.1 million for the thirty-nine weeks ended September 26, 2026, as compared to $462.0 million for thirty-nine weeks ended September 27, 2025. Resulting from higher freight costs of $20.6 million as freight rates increased more than offsetting the benefit of lower shipment volumes, and increased brand local marketing investments of $8.5 million.
Advertising, promotional and selling expenses were 32.3% of net revenue, or $90.15 per barrel for the thirty-nine weeks ended September 26, 2026. This increase per barrel is primarily due to freight rates. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.
General and administrative expenses. General and administrative expenses increased by $5.4 million, or 3.9%, to $144.0 million for the thirty-nine weeks ended September 26, 2026, as compared to $138.6 million for the thirty-nine weeks ended September 27, 2025, primarily due to increases in legal fees. This increase included $5.8 million of legal fees related to the previously disclosed supplier dispute litigation.
Impairment of brewery assets. Impairment of brewery assets of $3.1 million decreased by $3.3 million from 2025, due to decreased write-offs of equipment at third party and Company-owned breweries.
Litigation expense. For the thirty-nine weeks ended September 26, 2026, the Company recorded non-recurring pre-tax litigation expense of $194.5 million, related to the supplier dispute, consisting of the judgment of $175.5 million, pre-judgment interest of $15.5 million and post-judgment interest expense of $3.5 million.
For the thirty-nine weeks ended September 26, 2026, the combined pre-tax expense related to the supplier dispute litigation of $200.3 million consists of legal expenses of $5.8 million, recorded in general and administrative expenses, and litigation expense of $194.5 million.
Income tax (benefit) provision. The Company’s effective tax rate of 12.4% decreased from 28.8% in the prior year. The decrease is primarily due to a pre-tax loss in 2026 compared to pre-tax income in 2025 and the change in impact of non-deductible expenses.
25
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, stock repurchases, and investment in the Company’s business through capital expenditures.
Cash increased to $308.1 million as of September 26, 2026 from $223.4 million as of December 27, 2025, primarily reflecting cash provided by operating activities partially offset by the repurchase of the Company's A common stock.
Cash provided by operating activities consists of net (loss) income, adjusted for certain non-cash items, such as depreciation and amortization, stock-based compensation expense, litigation expense and other non-cash adjustments included in operating results, and changes in operating assets and liabilities, such as accounts receivable, inventory, accounts payable, and accrued expenses.
Cash provided by operating activities for the thirty-nine weeks ended September 26, 2026 reflected $240.8 million of non-cash adjustments and $3.9 million of net cash inflows from changes in operating assets and liabilities, partially offset by a net loss of $50.5 million. The non‑cash adjustments primarily consisted of $194.5 million of litigation expense. Cash provided by operating activities for the thirty-nine weeks ended September 27, 2025 reflected a net income of $131.0 million, non-cash adjustments of $67.3 million, and net cash inflows of $31.9 million for changes in operating assets and liabilities. The decrease in cash provided by operating activities for the thirty-nine weeks ended September 26, 2026 compared to the thirty-nine weeks ended September 27, 2025 was primarily attributable to lower operating cash flow generation resulting from lower earnings, net of non-cash adjustments, in 2026.
The Company used $31.1 million in investing activities during the thirty-nine weeks ended September 26, 2026, as compared to $36.7 million during the thirty-nine weeks ended September 27, 2025. The decrease in investing activity cash outflows is due to lower investment in the breweries during the current year. For both periods, capital investments were made primarily in company-owned and third-party production facilities to drive efficiencies, cost reductions, support product innovation and enable potential future growth.
Cash used in financing activities was $78.4 million during the thirty-nine weeks ended September 26, 2026, as compared to $154.9 million during the thirty-nine weeks ended September 27, 2025. The financing activity cash outflows in 2026 and 2025 comprised mostly of the repurchases of the Company's Class A common stock in the period.
During the period from December 28, 2025 through October 16, 2026, the Company repurchased and subsequently retired 406,840 shares of its Class A Common Stock for an aggregate purchase price of $79.5 million. As of October 16, 2026, the Company had repurchased a cumulative total of approximately 16.2 million shares of its Class A Common Stock for an aggregate purchase price of approximately $1.45 billion and had approximately $149 million remaining on the $1.6 billion stock repurchase expenditure limit set by the Board of Directors.
The Company expects that its cash balance as of September 26, 2026 of $308.1 million, along with its projected future operating cash flow and its unused line of credit balance of $150.0 million, will be sufficient to fund future cash requirements, including the potential litigation-related payments. The Company’s $150.0 million credit facility has a term not scheduled to expire until December 16, 2027. 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.
26
CRITICAL ACCOUNTING POLICIES
There were no material changes to the Company’s critical accounting policies during the thirteen and thirty-nine weeks ended September 26, 2026.
MARKET CONDITIONS AND TRENDS
Based on the information currently available and tariff programs announced by the U.S. government, the Company estimates tariffs will have an unfavorable cost impact for the full year 2026 of approximately $18 million to $22 million. Total tariff costs for the thirty-nine weeks ended September 26, 2026 were $14.2 million.
FORWARD-LOOKING STATEMENTS
In this Quarterly Report on Form 10-Q and in other documents incorporated herein, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions, are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect subsequent events or circumstances. Forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include the factors set forth below in addition to the other information set forth in this Quarterly Report on Form 10-Q and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025.
27
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since December 27, 2025, there have been no significant changes in the Company’s exposures to interest rate or foreign currency rate fluctuations. The Company currently does not enter into derivatives or other market risk sensitive instruments for the purpose of hedging or for trading purposes.
Item 4. CONTROLS AND PROCEDURES
As of September 26, 2026, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of September 26, 2026 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting that occurred during the thirteen weeks ended September 26, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company considered the appointment of its Chief Accounting Officer as Interim Chief Financial Officer during the quarter and concluded that the leadership transition did not materially affect, and is not reasonably likely to materially affect, the Company’s internal control over financial reporting.
28
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
For information regarding the Company's legal proceedings, refer to Note I of the Condensed Consolidated Financial Statements.
Item 1A. RISK FACTORS
In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition and/or operating results. There has been no material change in the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025.
29
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In 1998, the Company's Board of Directors ("the Board") authorized the Company's share buyback program. In October 2024, the Board authorized an increase in the share buyback expenditure limit set for the program from $1.2 billion to $1.6 billion. The Board did not specify a date upon which the authorization would expire. Share repurchases for the periods included herein were effected through open market transactions.
As of October 16, 2026, the Company had repurchased a cumulative total of approximately 16.2 million shares of its Class A Common Stock for an aggregate purchase price of $1.45 billion and had $149 million remaining on the $1.6 billion share buyback expenditure limit set by the Board.
During the thirteen weeks ended September 26, 2026, the Company repurchased and subsequently retired 140,810 shares of its Class A Common Stock, including 433 unvested investment shares issued under the Investment Share Program of the Company’s Employee Equity Incentive Plan, as illustrated in the table below:
Period |
|
Total Number of Shares |
|
|
Average Price Paid |
|
|
Total Number of Shares |
|
|
Approximate Dollar |
|
||||
June 28, 2026 - August 1, 2026 |
|
|
54,358 |
|
|
|
178.26 |
|
|
|
54,120 |
|
|
|
173,047 |
|
August 2, 2026 - August 29, 2026 |
|
|
43,855 |
|
|
|
184.23 |
|
|
|
43,679 |
|
|
|
167,810 |
|
August 30, 2026 - September 26, 2026 |
|
|
42,597 |
|
|
|
170.80 |
|
|
|
42,578 |
|
|
|
160,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
140,810 |
|
|
$ |
177.86 |
|
|
|
140,377 |
|
|
$ |
160,536 |
|
As of October 16, 2026, the Company had 8.1 million shares of Class A Common Stock outstanding and 2.1 million shares of Class B Common Stock outstanding.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. MINE SAFETY DISCLOSURES
Not Applicable
Item 5. OTHER INFORMATION
Insider Trading Arrangements
No trading plans were
30
Item 6. EXHIBITS
Exhibit No. |
|
Title |
|
|
|
3.1 |
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1 |
|
Stockholder Rights Agreement, dated as of December, 1995, between The Boston Beer Company, Inc. and the initial Stockholders (incorporated by reference to the Company's Form 10-K, filed on April 1, 1996). (P) |
|
|
|
10.2 |
|
|
|
|
|
10.3 |
|
|
|
|
|
10.4 |
|
|
10.5 |
|
|
|
|
|
10.6 |
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8 |
|
|
|
|
|
*31.1 |
|
|
|
|
|
*31.2 |
|
|
|
|
|
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* Filed with this report
31
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: October 22, 2026 |
/s/ C. James Koch |
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C. James Koch |
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Chairman, President and Chief Executive Officer |
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(Principal Executive Officer) |
Date: October 22, 2026 |
/s/ Matthew D. Murphy |
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Matthew D. Murphy |
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Chief Accounting Officer and Interim Chief Financial Officer |
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(Principal Financial Officer) |
32
Exhibit 31.1
I, C. James Koch, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Boston Beer Company, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 22, 2026
/s/ C. James Koch
-----------------------------------------
C.James Koch
Chairman, President and Chief Executive Officer
[Principal Executive Officer]
Exhibit 31.2
I, Matthew D. Murphy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Boston Beer Company, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 22, 2026
/s/ Matthew D. Murphy
-----------------------------------------
Matthew D. Murphy
Chief Accounting Officer and Interim Chief Financial Officer
Exhibit 32.1
The Boston Beer Company, Inc.
Certification Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of The Boston Beer Company, Inc. (the "Company") on Form 10-Q for the period ended September 26, 2026 as filed with the Securities and Exchange Commission (the "Report"), I, C. James Koch, President and Chief Executive Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18, United States Code, that this Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 22, 2026
/s/ C. James Koch
C. James Koch
Chairman, President and Chief Executive Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Boston Beer Company, Inc. and will be retained by The Boston Beer Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
The Boston Beer Company, Inc.
Certification Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of The Boston Beer Company, Inc. (the "Company") on Form 10-Q for the period ended September 26, 2026 as filed with the Securities and Exchange Commission (the "Report"), I, Matthew D. Murphy, Chief Accounting Officer and Interim Chief Financial Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18, United States Code, that this Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 22, 2026
/s/ Matthew D. Murphy
Matthew D. Murphy
Chief Accounting Officer and Interim Chief Financial Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Boston Beer Company, Inc. and will be retained by The Boston Beer Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.