SAM 10-Q
Boston Beer Co Inc (SAM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(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 17, 2025:
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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(Number of shares) |
THE BOSTON BEER COMPANY, INC.
FORM 10-Q
September 27, 2025
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 27, 2025 and December 28, 2024 |
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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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28 |
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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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29 |
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Item 1A. |
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29 |
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Item 2. |
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30 |
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Item 3. |
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30 |
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Item 4. |
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30 |
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Item 5. |
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30 |
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Item 6. |
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31 |
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32 |
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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 27, |
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December 28, |
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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 |
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Inventories |
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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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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 27, 2025 |
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September 28, 2024 |
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September 27, 2025 |
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September 28, 2024 |
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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 intangible assets |
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— |
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— |
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Impairment of brewery assets |
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Total operating expenses |
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Operating income |
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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 before income tax provision |
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Income tax provision |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Net income 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 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 |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive (loss) income: |
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Foreign currency translation adjustment |
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Total other comprehensive (loss) income |
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Comprehensive income |
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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 27, |
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September 28, |
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Cash flows provided by operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Impairment of intangible assets |
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— |
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Impairment of brewery assets |
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Gain on sale of property, plant, and equipment |
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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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( |
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Other non-cash expense |
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( |
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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, income tax receivable, and other current assets |
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( |
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Third-party production prepayments |
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Other assets |
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Accounts payable |
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Accrued expenses, income taxes payable and other liabilities |
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Operating lease 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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Cash paid for note receivable |
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— |
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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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( |
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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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( |
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Change in cash and cash equivalents |
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( |
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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 and accrued expenses for purchases of property, plant, and equipment |
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$ |
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$ |
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(Decrease) increase in accrued expenses for non-cash financing activity – accrued excise taxes on share repurchases |
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$ |
( |
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$ |
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Non-cash investing activity - reduction in accrued expenses and notes receivable |
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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 27, 2025 and September 28, 2024
(in thousands)
(unaudited)
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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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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 28, 2024 |
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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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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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( |
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Foreign currency translation adjustment |
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Balance at March 29, 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 income |
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Stock options exercised and restricted shares activities |
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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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( |
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( |
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Foreign currency translation adjustment |
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Balance at June 28, 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 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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( |
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( |
) |
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( |
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Foreign currency translation adjustment |
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( |
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( |
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Balance at September 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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|
|
|
|
|
|
|
||||||||
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 30, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
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 30, 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 June 29, 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 September 28, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
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.", "American Fermentation Company LLC", and "Sinless Spirits Company".
The accompanying unaudited condensed consolidated balance sheet as of September 27, 2025, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 27, 2025 and September 28, 2024, 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. 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 28, 2024.
In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 27, 2025 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 27, 2025 and September 28, 2024, reflect all adjustments (consisting only of normal and recurring 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 December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU was issued to address investor requests for more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and income taxes paid information, and to improve the effectiveness of income tax disclosures. This ASU is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-09 will be effective for the Company for its fiscal year ending December 27, 2025. The Company is currently evaluating the impact the adoption of this ASU will have on its year-end consolidated financial statement disclosures.
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.
8
C. Revenue Recognition
The breakdown of revenue during the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
September 27, 2025 |
|
|
September 28, 2024 |
|
|
September 27, 2025 |
|
|
September 28, 2024 |
|
||||
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 27, 2025 and December 28, 2024, 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 27, 2025 |
|
|
September 28, 2024 |
|
|
September 27, 2025 |
|
|
September 28, 2024 |
|
||||
|
(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 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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.
9
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 27, |
|
|
December 28, |
|
||
|
|
|
|
|||||
Current inventory: |
|
|
|
|
|
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total current inventory |
|
|
|
|
|
|
||
Long term inventory |
|
|
|
|
|
|
||
Total inventory |
|
$ |
|
|
$ |
|
||
As of September 27, 2025 and December 28, 2024, 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
As of September 28, 2024, the Dogfish Head trademark was classified as an indefinite-lived intangible asset and was not amortized. In line with accounting guidance, the Company may perform either a qualitative assessment or a quantitative impairment test. The quantitative test compares the trademark’s carrying value to its estimated fair value, determined using the relief-from-royalty method. If the fair value is lower, an impairment charge is recorded.
In 2024, as a result of performing this testing, the Dogfish Head trademark asset with a carrying value of $
In the third quarter of 2025, 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,
The Company’s intangible assets as of September 27, 2025 and December 28, 2024 were as follows:
|
|
|
|
As of September 27, 2025 |
|
|
As of December 28, 2024 |
|
||||||||||||||||||
|
|
|
|
|
|
|
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 |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
11
Amortization expense in the thirteen and thirty-nine weeks ended September 27, 2025 was approximately $
Fiscal Year |
|
Amount (in thousands) |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total amortization expense |
|
$ |
|
|
F. Third-Party Production Payments
During the thirteen and thirty-nine weeks ended September 27, 2025, 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 27, 2025, City Brewing supplied approximately
In January of 2024, the Company and City Brewing entered into a Loan and Security agreement at which time payment of $
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"). This amendment adjusted the existing production agreement to better match the Company’s future capacity requirements and resulted in increased production flexibility and more favorable termination rights to the Company in exchange for a $
The amended and restated Rauch agreement includes quarterly minimum payments that total $
12
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 27, 2025, the Company incurred $
As of September 27, 2025, if volume for the remaining term of the production arrangements was zero, the total contractual shortfall 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 $
As of September 27, 2025, the Company had $
H. Net Income per Share
The Company calculates net income per share using the two-class method, which requires the Company to allocate net income 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 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
13
Included in the computation of net income per diluted common share are dilutive outstanding stock options and restricted stock that are vested or expected to vest. 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
Net Income per Common Share - Basic
The following table sets forth the computation of basic net income per share using the two-class method:
|
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
|
September 27, 2025 |
|
|
September 28, 2024 |
|
|
September 27, 2025 |
|
|
September 28, 2024 |
|
||||
|
|
(in thousands, except per share data) |
|
|
(in thousands, except per share data) |
|
||||||||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Allocation of net income 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 per share for basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Class B Common Stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
14
Net Income per Common Share - Diluted
The Company calculates diluted net income per share for common stock using the more dilutive of (1) the treasury stock method, or (2) the two-class method, which assumes the participating securities are not exercised.
The following table sets forth the computations of diluted net income per share, assuming the conversion of all Class B Common Stock into Class A Common Stock for the thirteen and thirty-nine weeks ended September 27, 2025 and for the thirteen and thirty-nine weeks ended September 28, 2024:
|
|
Thirteen weeks ended |
|
|||||||||||||||||||||
|
|
September 27, 2025 |
|
|
September 28, 2024 |
|
||||||||||||||||||
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
||||||
|
|
(in thousands, except per share data) |
|
|||||||||||||||||||||
As reported - basic |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Add: effect of dilutive common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share-based awards |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net effect of unvested participating |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income per common share - |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Thirty-nine weeks ended |
|
|||||||||||||||||||||
|
|
September 27, 2025 |
|
|
September 28, 2024 |
|
||||||||||||||||||
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
||||||
|
|
(in thousands, except per share data) |
|
|||||||||||||||||||||
As reported - basic |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Add: effect of dilutive common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share-based awards |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net effect of unvested participating |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
- |
|
|
|
— |
|
|
|
|
||
Net income per common share - |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
For the thirteen and thirty-nine weeks ended September 27, 2025, in accordance with the two-class method, weighted-average stock options to purchase
For the thirteen and thirty-nine weeks ended September 28, 2024, in accordance with the two-class method, weighted-average stock options to purchase
15
I. Commitments and Contingencies
Contractual Obligations
As of September 27, 2025, projected cash outflows under non-cancellable contractual obligations are as follows:
|
|
Commitments |
|
|
|
|
(in thousands) |
|
|
Brand support |
|
$ |
|
|
Ingredients and packaging (excluding hops and malt) |
|
|
|
|
Hops and malt |
|
|
|
|
Equipment and machinery |
|
|
|
|
Other |
|
|
|
|
Total commitments |
|
$ |
|
|
The Company expects to pay $
Litigation
The Company is party to legal proceedings and 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 able to be estimated. Material pending legal proceedings are discussed below.
Supplier Dispute. 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 in 2021 to 2026. The Company filed an Amended Answer, Amended Affirmative Defenses and Amended Counterclaims on March 25, 2024.
16
J. Income Taxes
The following table provides a summary of the income tax provision for the thirteen weeks and thirty-nine weeks ended September 27, 2025 and September 28, 2024:
|
|
Thirteen weeks ended |
|
Thirty-nine weeks ended |
||||
|
|
September 27, 2025 |
|
September 28, 2024 |
|
September 27, 2025 |
|
September 28, 2024 |
Effective tax rate |
|
|
|
|
||||
The decrease in the tax rate for the thirteen and thirty-nine weeks ended September 27, 2025 as compared to the thirteen and thirty-nine weeks ended September 28, 2024 is primarily due to a change in the impact of non-deductible stock compensation expense.
As of both September 27, 2025 and December 28, 2024, 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 27, 2025 and December 28, 2024, the Company had approximately $
The Company's federal income tax returns remain subject to examination for
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”). Key provisions of the Act relevant to the Company include, but are not limited to, the permanent extension of 100% bonus depreciation for qualifying assets and the elimination of the requirement to capitalize and amortize U.S.-based research and experimental expenditures, allowing for immediate expensing.
The Company has completed an initial assessment of the Act’s impact on its condensed consolidated financial statements and has recorded the resulting effects in the period ended September 27, 2025. Specifically, the impact has been reflected in the Company’s deferred income tax balances, primarily through adjustments to deferred tax liabilities and income taxes payable. The Company does not expect a material change in its annual effective tax rate as a result of the Act.
The Company will continue to monitor developments related to the Act, including any future clarifications or guidance issued by the U.S. Department of the Treasury or the Internal Revenue Service.
K. Line of Credit
In December 2022, the Company amended its credit facility in place that provides for a $
17
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).
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 (at least annually) 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. Cash, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature.
As of September 27, 2025 and December 28, 2024, the Company had money market funds with a “Triple A” rated money market fund. The Company considers this fund to carry low credit risk and to be highly likely to meet its financial obligations. As of September 27, 2025 and December 28, 2024, 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.
18
M. Common Stock and Stock-Based Compensation
Option Activity
Information related to stock options under the Restated Employee Equity Incentive Plan and the Equity Plan for Non-Employee Directors is summarized as follows:
|
|
Shares |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding at December 28, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Forfeited/ Expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at September 27, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at September 27, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at September 27, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Of the total options outstanding as of September 27, 2025,
On March 1, 2025, the Company granted options to purchase an aggregate of
On May 14, 2025, the Company granted options to purchase an aggregate of
On August 1, 2025, the Company announced that Michael Spillane had decided to step down from his role as President and Chief Executive Officer, effective August 15, 2025. As part of his Outgoing CEO Agreement, disclosed in the Company’s Form 8-K filed on August 1, 2025, Mr. Spillane forfeited an aggregate of
On August 11, 2025, a member of senior leadership forfeited an aggregate of
Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:
|
|
2025 |
Expected volatility |
|
|
Risk-free interest rate |
|
|
Expected dividends |
|
|
Exercise factor |
|
|
Discount for post-vesting restrictions |
|
19
Non-Vested Shares Activity
Information related to vesting activities of restricted stock units and investment share program under the Restated Employee Equity Incentive Plan and restricted stock units under the Equity Plan for Non-Employee Directors is summarized as follows:
|
|
Number of Shares |
|
|
Weighted Average Fair Value |
|
||
Non-vested at December 28. 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Non-vested at September 27, 2025 |
|
|
|
|
$ |
|
||
Of the total non-vested shares as of September 27, 2025,
On March 1, 2025, the Company granted a combined
On May 14, 2025, the Company granted a combined
On August 1, 2025, the Company announced that Michael Spillane had decided to step down from his role as President and Chief Executive Officer, effective August 15, 2025. As part of his Outgoing CEO Agreement, disclosed in the Company’s Form 8-K filed on August 1, 2025, Mr. Spillane forfeited a combined
On August 11, 2025, the Company granted 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 27, 2025 |
|
|
September 28, 2024 |
|
|
September 27, |
|
|
September 28, |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Amounts included in advertising, promotional and selling expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amounts included in general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock Repurchases
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 $
20
During the thirteen and thirty-nine ended September 27, 2025, the Company repurchased and subsequently retired
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, 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 that the CODM considered in determining how to allocate resources and assess segment performance for the thirteen and thirty-nine weeks ended September 27, 2025, and September 28, 2024
|
|
Thirteen weeks ended |
|
|
Thirty-nine weeks ended |
|
||||||||||
|
|
September 27, 2025 |
|
|
September 28, 2024 |
|
|
September 27, 2025 |
|
|
September 28, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
(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 intangible assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Impairment of brewery assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 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
The Company was party to an International Brand Rights License Agreement, dated May 8, 2019 (the “License Agreement”), with Calagione International, LLC (“CILLC”), an entity owned and controlled by Director Samuel A. Calagione, III. The License Agreement, which was entered into in connection with the Dogfish Head Merger, granted CILLC exclusive rights to the Dogfish Head trademarks outside of the United States and Canada for a ten-year period, automatically renewable on an indefinite basis. On October 22, 2025, the Company and CILLC entered into a letter agreement terminating the License Agreement, reverting the rights back to the Company in exchange for a one-time payment of $
22
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 27, 2025, as compared to the thirteen and thirty-nine week period ended September 28, 2024. 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 thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
RESULTS OF OPERATIONS
Thirteen Weeks Ended September 27, 2025 compared to Thirteen Weeks Ended September 28, 2024
|
|
Thirteen Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
September 27, 2025 |
|
|
September 28, |
|
|
Amount |
|
|
% change |
|
|
Per barrel |
|
|
Per barrel |
|
||||||||||||||||||||||
Barrels sold |
|
|
|
|
|
1,936 |
|
|
|
|
|
|
|
|
|
2,243 |
|
|
|
|
|
|
(307 |
) |
|
|
(13.7 |
)% |
|
|
|
|
|
|
||||||
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue |
|
$ |
537,494 |
|
|
$ |
277.63 |
|
|
|
100.0 |
% |
|
$ |
605,477 |
|
|
$ |
269.94 |
|
|
|
100.0 |
% |
|
$ |
(67,983 |
) |
|
|
(11.2 |
)% |
|
$ |
7.69 |
|
|
|
2.8 |
% |
Cost of goods |
|
|
264,377 |
|
|
|
136.56 |
|
|
|
49.2 |
% |
|
|
325,236 |
|
|
|
145.00 |
|
|
|
53.7 |
% |
|
|
(60,859 |
) |
|
|
(18.7 |
)% |
|
|
(8.44 |
) |
|
|
(5.8 |
)% |
Gross profit |
|
|
273,117 |
|
|
|
141.07 |
|
|
|
50.8 |
% |
|
|
280,241 |
|
|
|
124.94 |
|
|
|
46.3 |
% |
|
|
(7,124 |
) |
|
|
(2.5 |
)% |
|
|
16.13 |
|
|
|
12.9 |
% |
Advertising, promotional, and selling expenses |
|
|
164,739 |
|
|
|
85.09 |
|
|
|
30.6 |
% |
|
|
147,986 |
|
|
|
65.98 |
|
|
|
24.4 |
% |
|
|
16,753 |
|
|
|
11.3 |
% |
|
|
19.11 |
|
|
|
29.0 |
% |
General and administrative expenses |
|
|
44,913 |
|
|
|
23.20 |
|
|
|
8.4 |
% |
|
|
43,818 |
|
|
|
19.54 |
|
|
|
7.2 |
% |
|
|
1,095 |
|
|
|
2.5 |
% |
|
|
3.66 |
|
|
|
18.7 |
% |
Impairment of intangible assets |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
42,584 |
|
|
|
18.99 |
|
|
|
7.0 |
% |
|
|
(42,584 |
) |
|
|
(100.0 |
)% |
|
|
(18.99 |
) |
|
|
(100.0 |
)% |
Impairment of brewery assets |
|
|
1,416 |
|
|
|
0.73 |
|
|
|
0.3 |
% |
|
|
20 |
|
|
|
0.01 |
|
|
|
0.0 |
% |
|
|
1,396 |
|
|
|
6980.0 |
% |
|
|
0.72 |
|
|
|
7200.0 |
% |
Total operating expenses |
|
|
211,068 |
|
|
|
109.02 |
|
|
|
39.3 |
% |
|
|
234,408 |
|
|
|
104.52 |
|
|
|
38.7 |
% |
|
|
(23,340 |
) |
|
|
(10.0 |
)% |
|
|
4.50 |
|
|
|
4.3 |
% |
Operating income |
|
|
62,049 |
|
|
|
32.05 |
|
|
|
11.5 |
% |
|
|
45,833 |
|
|
|
20.42 |
|
|
|
7.6 |
% |
|
|
16,216 |
|
|
|
35.4 |
% |
|
|
11.63 |
|
|
|
57.0 |
% |
Other income |
|
|
2,101 |
|
|
|
1.09 |
|
|
|
0.4 |
% |
|
|
3,265 |
|
|
|
1.46 |
|
|
|
0.5 |
% |
|
|
(1,164 |
) |
|
|
(35.7 |
)% |
|
|
(0.37 |
) |
|
|
(25.3 |
)% |
Income before income tax provision |
|
|
64,150 |
|
|
|
33.14 |
|
|
|
11.9 |
% |
|
|
49,098 |
|
|
|
21.88 |
|
|
|
8.1 |
% |
|
|
15,052 |
|
|
|
30.7 |
% |
|
|
11.26 |
|
|
|
51.5 |
% |
Income tax provision |
|
|
17,995 |
|
|
|
9.29 |
|
|
|
3.3 |
% |
|
|
15,584 |
|
|
|
6.95 |
|
|
|
2.6 |
% |
|
|
2,411 |
|
|
|
15.5 |
% |
|
|
2.34 |
|
|
|
33.7 |
% |
Net income |
|
$ |
46,155 |
|
|
$ |
23.85 |
|
|
|
8.6 |
% |
|
$ |
33,514 |
|
|
$ |
14.93 |
|
|
|
5.5 |
% |
|
$ |
12,641 |
|
|
|
37.7 |
% |
|
$ |
8.92 |
|
|
|
59.7 |
% |
Net revenue. Net revenue decreased by $68.0 million, or 11.2%, to $537.5 million for the thirteen weeks ended September 27, 2025, as compared to $605.5 million for the thirteen weeks ended September 28, 2024 primarily due to decreased sales volume impacts of $82.9 million, partially offset by increased pricing of $6.3 million, and favorable product mix of $6.1 million.
Volume. Total shipment volume decreased by 13.7% to 1,936,000 barrels for the thirteen weeks ended September 27, 2025, as compared to 2,243,000 barrels for the thirteen weeks ended September 28, 2024, primarily due to declines in Twisted Tea, Truly Hard Seltzer and Samuel Adams brands that were only partially offset by growth in the Company’s Sun Cruiser and Angry Orchard brands.
The Company believes distributor inventory as of September 27, 2025 were at appropriate levels and averaged approximately four and one half weeks on hand which is within our target wholesaler inventory levels of four to five weeks. At the end of September 2024, wholesaler inventory levels were slightly above our target at five and one half weeks.
Net revenue per barrel. Net revenue per barrel increased by 2.8% to $277.63 per barrel for the thirteen weeks ended September 27, 2025, as compared to $269.94 per barrel for the comparable period in 2024, primarily due to increased pricing and favorable product mix.
23
Cost of goods sold. Cost of goods sold was $136.56 per barrel for the thirteen weeks ended September 27, 2025, as compared to $145.00 per barrel for the thirteen weeks ended September 28, 2024. The 2025 decrease in cost of goods sold of $8.44, or 5.8% per barrel was primarily due to contract renegotiations and recipe optimization savings of $11.3 million, or $5.84 per barrel, decreases in inventory obsolescence of $7.6 million, or $3.93 per barrel, lower third-party production costs of $6.8 million, or $3.51 per barrel, and improved brewery efficiencies of $3.0 million, or $1.55 per barrel, partially offset by inflationary impacts, including tariffs, of $12.0 million, or $6.20 per barrel.
Inflationary impacts of $12.0 million consist primarily of increased raw material costs of $10.4 million, inclusive of $3.5 million impact from tariffs, and increased internal brewery costs of $1.6 million.
Gross profit. Gross profit was $141.07 per barrel for the thirteen weeks ended September 27, 2025, as compared to $124.94 per barrel for the thirteen weeks ended September 28, 2024.
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 increased by $16.8 million, or 11.3%, to $164.7 million for the thirteen weeks ended September 27, 2025, as compared to $148.0 million for the thirteen weeks ended September 28, 2024, primarily due to increased brand media and local marketing investments of $20.9 million partially offset by lower freight costs of $4.1 million due to lower volumes.
Advertising, promotional and selling expenses were 30.6% of net revenue, or $85.09 per barrel, for the thirteen weeks ended September 27, 2025, as compared to 24.4% of net revenue, or $65.98 per barrel, for the thirteen weeks ended September 28, 2024. This increase per barrel is primarily due to lower shipment volume and increased brand media and local marketing investments. 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 increased by $1.1 million, or 2.5%, to $44.9 million for the thirteen weeks ended September 27, 2025, as compared to $43.8 million for the thirteen weeks ended September 28, 2024, primarily due to higher salaries and benefits costs.
Impairment of intangible assets. Impairment of intangible assets in the comparable period of 2024 reflected a $42.6 million non-cash impairment charge or $29.1 million net of tax impact, recorded primarily for the Dogfish Head brand, taken as a result of the Company’s annual impairment analysis as of September 1, 2024. Beginning in the fourth quarter of 2024 the Company began amortizing the remaining intangible asset over a 10 year life and does not expect any future impairments related to the Dogfish Head brand.
Impairment of brewery assets. Impairment of brewery assets of $1.4 million increased by $1.4 million from the comparable period of 2024, due to higher write-offs of equipment at Company-owned production facilities.
Income tax provision. The Company's effective tax rate of 28.1% decreased from 31.7% in the prior year due primarily to lower non-deductible stock compensation.
24
Thirty-Nine Weeks Ended September 27, 2025 compared to Thirty-Nine Weeks Ended September 28, 2024
|
|
Thirty-Nine Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
September 27, 2025 |
|
|
September 28, |
|
|
Amount |
|
|
% change |
|
|
Per barrel |
|
|
Per barrel |
|
||||||||||||||||||||||
Barrels sold |
|
|
|
|
|
5,776 |
|
|
|
|
|
|
|
|
|
5,997 |
|
|
|
|
|
|
(221 |
) |
|
|
(3.7 |
)% |
|
|
|
|
|
|
||||||
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue |
|
$ |
1,579,310 |
|
|
$ |
273.43 |
|
|
|
100.0 |
% |
|
$ |
1,610,627 |
|
|
$ |
268.57 |
|
|
|
100.0 |
% |
|
$ |
(31,317 |
) |
|
|
(1.9 |
)% |
|
$ |
4.86 |
|
|
|
1.8 |
% |
Cost of goods |
|
|
794,412 |
|
|
|
137.54 |
|
|
|
50.3 |
% |
|
|
877,580 |
|
|
|
146.34 |
|
|
|
54.5 |
% |
|
|
(83,168 |
) |
|
|
(9.5 |
)% |
|
|
(8.80 |
) |
|
|
(6.0 |
)% |
Gross profit |
|
|
784,898 |
|
|
|
135.89 |
|
|
|
49.7 |
% |
|
|
733,047 |
|
|
|
122.23 |
|
|
|
45.5 |
% |
|
|
51,851 |
|
|
|
7.1 |
% |
|
|
13.66 |
|
|
|
11.2 |
% |
Advertising, promotional, and selling expenses |
|
|
461,987 |
|
|
|
79.98 |
|
|
|
29.3 |
% |
|
|
412,484 |
|
|
|
68.78 |
|
|
|
25.6 |
% |
|
|
49,503 |
|
|
|
12.0 |
% |
|
|
11.20 |
|
|
|
16.3 |
% |
General and administrative expenses |
|
|
138,615 |
|
|
|
24.00 |
|
|
|
8.8 |
% |
|
|
142,226 |
|
|
|
23.72 |
|
|
|
8.8 |
% |
|
|
(3,611 |
) |
|
|
(2.5 |
)% |
|
|
0.28 |
|
|
|
1.2 |
% |
Impairment of intangible assets |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
42,584 |
|
|
|
7.10 |
|
|
|
2.6 |
% |
|
|
(42,584 |
) |
|
|
(100.0 |
)% |
|
|
(7.10 |
) |
|
|
(100.0 |
)% |
Impairment of brewery assets |
|
|
6,401 |
|
|
|
1.11 |
|
|
|
0.4 |
% |
|
|
3,751 |
|
|
|
0.63 |
|
|
|
0.2 |
% |
|
|
2,650 |
|
|
|
70.6 |
% |
|
|
0.48 |
|
|
|
76.2 |
% |
Total operating expenses |
|
|
607,003 |
|
|
|
105.09 |
|
|
|
38.4 |
% |
|
|
601,045 |
|
|
|
100.23 |
|
|
|
37.3 |
% |
|
|
5,958 |
|
|
|
1.0 |
% |
|
|
4.86 |
|
|
|
4.8 |
% |
Operating income |
|
|
177,895 |
|
|
|
30.80 |
|
|
|
11.3 |
% |
|
|
132,002 |
|
|
|
22.00 |
|
|
|
8.2 |
% |
|
|
45,893 |
|
|
|
34.8 |
% |
|
|
8.80 |
|
|
|
40.0 |
% |
Other income |
|
|
6,152 |
|
|
|
1.07 |
|
|
|
0.4 |
% |
|
|
9,226 |
|
|
|
1.54 |
|
|
|
0.6 |
% |
|
|
(3,074 |
) |
|
|
(33.3 |
)% |
|
|
(0.47 |
) |
|
|
(30.5 |
)% |
Income before income tax provision |
|
|
184,047 |
|
|
|
31.87 |
|
|
|
11.7 |
% |
|
|
141,228 |
|
|
|
23.54 |
|
|
|
8.8 |
% |
|
|
42,819 |
|
|
|
30.3 |
% |
|
|
8.33 |
|
|
|
35.4 |
% |
Income tax provision |
|
|
53,047 |
|
|
|
9.18 |
|
|
|
3.4 |
% |
|
|
42,778 |
|
|
|
7.13 |
|
|
|
2.7 |
% |
|
|
10,269 |
|
|
|
24.0 |
% |
|
|
2.05 |
|
|
|
28.8 |
% |
Net income |
|
$ |
131,000 |
|
|
$ |
22.69 |
|
|
|
8.3 |
% |
|
$ |
98,450 |
|
|
$ |
16.41 |
|
|
|
6.1 |
% |
|
$ |
32,550 |
|
|
|
33.1 |
% |
|
$ |
6.28 |
|
|
|
38.3 |
% |
Net revenue. Net revenue decreased by $31.3 million, or 1.9%, to $1.579 billion for the thirty-nine weeks ended September 27, 2025, as compared to $1.611 billion for the thirty-nine weeks ended September 28, 2024, primarily due to decreased sales volume impacts of $64.8 million, partially offset by increased pricing of $20.3 million, and favorable product mix of $12.1 million.
Volume. Total shipment volume decreased by 3.7% to 5,776,000 barrels for the thirty-nine weeks ended September 27, 2025, as compared to 5,997,000 barrels for the thirty-nine weeks ended September 28, 2024, primarily due to declines in Twisted Tea and Truly Hard Seltzer brands that were only partially offset by growth in the Company’s Sun Cruiser brand.
Net revenue per barrel. Net revenue per barrel increased by 1.8% to $273.43 per barrel for the thirty-nine weeks ended September 27, 2025, as compared to $268.57 per barrel for the comparable period in 2024, primarily due to pricing and favorable product mix.
Cost of goods sold. Cost of goods sold was $137.54 per barrel for the thirty-nine weeks ended September 27, 2025, as compared to $146.34 per barrel for the thirty-nine weeks ended September 28, 2024. The 2025 decrease in cost of goods sold of $8.80, or 6.0% per barrel was primarily due to contract renegotiations and recipe optimization savings of $31.7 million, or $5.51 per barrel, improved brewery efficiencies of $26.8 million, or $4.66 per barrel, lower third-party production costs of $10.8 million, or $1.88 per barrel, and decreases in inventory obsolescence of $6.3 million, or $1.09 per barrel, partially offset by inflationary impacts, including tariffs, of $26.6 million, or $4.62 per barrel.
Inflationary impacts of $26.6 million consist primarily of increased raw material costs of $21.8 million, inclusive of $6.5 million impact from tariffs, and increased internal brewery costs of $4.8 million.
Gross profit. Gross profit was $135.89 per barrel for the thirty-nine weeks ended September 27, 2025, as compared to $122.23 per barrel for the thirty-nine weeks ended September 28, 2024.
Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses increased by $49.5 million, or 12.0%, to $462.0 million for the thirty-nine weeks ended September 27, 2025, as compared to $412.5 million for thirty-nine weeks ended September
25
28, 2024, primarily due to increased brand media and local marketing investments of $53.0 million partially offset by lower freight costs of $3.5 million due to lower volumes.
Advertising, promotional and selling expenses were 29.3% of net revenue, or $79.98 per barrel, for the thirty-nine weeks ended September 27, 2025, as compared to 25.6% of net revenue, or $68.78 per barrel, for the thirty-nine weeks ended September 28, 2024. This increase per barrel is primarily due to lower shipment volume and increased brand media and local marketing investments. 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 decreased by $3.6 million, or 2.5%, to $138.6 million for the thirty-nine weeks ended September 27, 2025, as compared to $142.2 million for the thirty-nine weeks ended September 28, 2024, primarily due to lower salaries and benefits costs.
Impairment of intangible assets. Impairment of intangible assets in the comparable period of 2024 reflected a $42.6 million non-cash impairment charge or $29.1 million net of tax impact, recorded primarily for the Dogfish Head brand, taken as a result of the Company’s annual impairment analysis as of September 1, 2024. Beginning in the fourth quarter of 2024 the Company began amortizing the remaining intangible asset over a 10 year life and does not expect any future impairments related to the Dogfish Head brand.
Impairment of brewery assets. Impairment of brewery assets of $6.4 million increased by $2.7 million from the comparable period of 2024, due to higher write-offs of equipment at third party and Company-owned production facilities.
Income tax provision. The Company’s effective tax rate of 28.8% decreased from 30.3% in the prior year due primarily to lower non-deductible stock compensation.
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 and cash equivalents increased to $250.5 million as of September 27, 2025 from $211.8 million as of December 28, 2024, primarily reflecting cash provided by operating activities, partially offset by the repurchases of the Company's Class A common stock, and purchases of property, plant, and equipment.
Cash provided by operating activities consists of net income, adjusted for certain non-cash items, such as depreciation and amortization, stock-based compensation expense, and other non-cash items 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 27, 2025 was comprised of net income of $131.0 million and non-cash items of $67.3 million, and net inflows from operating assets and liabilities of $31.9 million. Cash provided by operating activities for the thirty-nine weeks ended September 28, 2024 was comprised of net income of $98.5 million and non-cash items of $118.4 million, partially offset by net outflows from operating assets and liabilities of $9.9 million. The increase in cash provided by operating activities for the thirty-nine weeks ended September 27, 2025 compared to September 28, 2024 is primarily driven by lower inventory levels, reflecting improved supply chain performance and reduced shipment volumes, and lower accounts receivable balances due to decreased shipment volume.
26
The Company used $36.7 million in investing activities during the thirty-nine weeks ended September 27, 2025, as compared to $72.7 million during the thirty-nine weeks ended September 28, 2024. The decrease in investing activity cash outflows is due to a $20.0 million note receivable issued in the prior year and lower capital investments. For both periods, capital investments were made mostly for the Company’s production facilities to drive efficiencies and cost reductions and support product innovation and future growth.
Cash used in financing activities was $154.9 million during the thirty-nine weeks ended September 27, 2025, as compared to $177.1 million during the thirty-nine weeks ended September 28, 2024. The financing activity cash outflows in 2025 and 2024 are comprised mostly of the repurchases of the Company's Class A common stock in the periods.
During the period from December 29, 2024 through October 17, 2025, the Company repurchased and subsequently retired 709,491 shares of its Class A Common Stock for an aggregate purchase price of $161.3 million. As of October 17, 2025, the Company had repurchased a cumulative total of approximately 15.6 million shares of its Class A Common Stock for an aggregate purchase price of approximately $1.33 billion and had approximately $266 million remaining on the $1.6 billion stock repurchase expenditure limit set by the Board of Directors.
The Company expects that its cash and cash equivalents balance as of September 27, 2025 of $250.5 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. 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 in compliance with its covenants to the lender under the credit facility.
CRITICAL ACCOUNTING POLICIES
There were no material changes to the Company’s critical accounting policies during the thirteen weeks and thirty-nine weeks ended September 27, 2025.
MARKET CONDITIONS AND TRENDS
Based on the information currently available and tariff programs announced by the U.S. government as of October 17, 2025, the Company estimates tariffs will have an unfavorable cost impact for the full year 2025 of approximately $9 to $13 million or $0.60 to $0.80 earnings per diluted share. These estimates include an unfavorable gross margin impact of between 40 to 60 basis points.
During the thirteen weeks ended September 27, 2025, the Company incurred $4.1 million in tariff costs, of which $3.9 million impacted gross margin. During the thirty-nine weeks ended September 27, 2025, the Company incurred $7.1 million in tariff costs, of which $6.5 million impacted gross margin.
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 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 28, 2024.
27
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since December 28, 2024, 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 27, 2025, 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 27, 2025 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 27, 2025 that has materially affected, or is 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 28, 2024, 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 28, 2024, with the exception of the addition of the following risk factor:
The Company may be adversely impacted by recently announced tariff programs
The Company sources some of its goods and services from countries impacted from the tariff programs announced by the U.S. government and expects these tariffs to have an adverse effect on the Company’s business and financial results during the 2025 fiscal year and possibly beyond. The Company has reviewed its supply chain and business and based on information currently available, the Company believes the primary impact of these tariffs will be higher costs of ingredients, packaging, promotional materials and capital equipment which are currently sourced from Canada, European Union, China, and Mexico. The Company has estimated the higher costs due to tariffs and the impact to its statement of operations in the 2025 fiscal year will be between $9 million and $13 million. These estimates could materially change and the Company will closely monitor the tariff environment and continue to evaluate and explore opportunities to mitigate these negative impacts but there is no guarantee that these efforts will be effective.
In addition, 5% of the Company’s revenue is from countries outside the United States with the majority of this revenue in Canada. The Company currently produces most of its Canadian volume in Canada and currently estimates that its supply chain in Canada is not expected to experience significantly higher costs due to the recently announced tariff programs.
The Company’s U.S. and international businesses could also be negatively impacted if tariffs result in changes in consumer demand or cause currency related impacts. The Company’s estimate of the impact of tariff costs does not reflect any potential impacts of tariffs on consumer demand or currency related impacts.
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 repurchase program. In October 2024, the Board authorized an increase in the share repurchase 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 17, 2025, the Company had repurchased a cumulative total of approximately 15.6 million shares of its Class A Common Stock for an aggregate purchase price of $1.33 billion and had $266 million remaining on the $1.6 billion share repurchase expenditure limit set by the Board.
During the thirty-nine weeks ended September 27, 2025, the Company repurchased and subsequently retired 655,736 shares of its Class A Common Stock, including 1,057 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 |
|
||||
December 29, 2024 - February 1, 2025 |
|
|
67,075 |
|
|
$ |
265.00 |
|
|
|
66,968 |
|
|
$ |
409,783 |
|
February 2, 2025 - March 1, 2025 |
|
|
65,019 |
|
|
|
235.84 |
|
|
|
65,011 |
|
|
|
394,450 |
|
March 2, 2025 - March 29, 2025 |
|
|
69,531 |
|
|
|
232.87 |
|
|
|
69,268 |
|
|
|
378,310 |
|
March 30, 2025 - May 3, 2025 |
|
|
79,815 |
|
|
|
241.65 |
|
|
|
79,728 |
|
|
|
359,044 |
|
May 4, 2025 - May 31, 2025 |
|
|
63,971 |
|
|
|
239.62 |
|
|
|
63,970 |
|
|
|
343,714 |
|
June 1, 2025 - June 28, 2025 |
|
|
73,918 |
|
|
|
207.69 |
|
|
|
73,728 |
|
|
|
328,383 |
|
June 29, 2025 - August 2, 2025 |
|
|
96,929 |
|
|
|
200.07 |
|
|
|
96,733 |
|
|
|
309,018 |
|
August 3, 2025 - August 30, 2025 |
|
|
73,723 |
|
|
|
219.18 |
|
|
|
73,558 |
|
|
|
292,882 |
|
August 31, 2025 - September 27, 2025 |
|
|
65,755 |
|
|
|
220.54 |
|
|
|
65,715 |
|
|
|
278,383 |
|
Total |
|
|
655,736 |
|
|
$ |
227.72 |
|
|
|
654,679 |
|
|
$ |
278,383 |
|
As of October 17, 2025, the Company had 8.6 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. |
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Title |
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3.1 |
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3.2
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10.1 |
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10.2 |
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*31.1 |
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*31.2 |
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*32.1 |
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*32.2 |
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*101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
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*101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
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*104 |
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Cover page formatted as Inline XBRL and contained in Exhibit 101
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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 23, 2025 |
/s/ Jim Koch |
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Jim Koch |
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Chairman, President and Chief Executive Officer |
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(Principal Executive Officer) |
Date: October 23, 2025 |
/s/ Diego Reynoso |
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Diego Reynoso |
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Chief Financial Officer |
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(Principal Financial Officer) |
32