Legal hit drives first-half loss at The Boston Beer Company (NYSE: SAM)
The Boston Beer Company reported Q2 2026 net revenue of $568.3 million, down 3.3% as shipment volume fell 4.5% to 2.047 million barrels, partly offset by a 1.2% increase in net revenue per barrel. Net income was $51.6 million, below $60.4 million a year earlier, as higher brand marketing and freight costs outweighed stable per‑barrel production costs.
For the first half of 2026, net revenue was $1.00 billion and the company recorded a net loss of $93.7 million, versus $84.8 million income in 2025, driven mainly by $192.6 million of litigation expense related to a supplier dispute with Ardagh, including damages and interest. Operating cash flow remained positive at $117.6 million, increasing cash and equivalents to $265.5 million with a fully undrawn $150 million revolver. Boston Beer continued repurchases, retiring 231,733 Class A shares for $48.5 million year‑to‑date, and estimates 2026 aluminum tariffs will add $20–30 million to costs after incurring $12.1 million in the first half.
Positive
- None.
Negative
- $192.6 million of pre-tax litigation expense related to the Ardagh supplier dispute drove a first-half net loss of $93.7 million, a sharp reversal from $84.8 million income in the prior-year period.
- Ongoing cost pressures include estimated $20–30 million in 2026 tariff impacts, with $12.1 million already incurred in the first half, and expected future production shortfall fees of about $20 million.
Key Figures
Key Terms
shortfall fees financial
pre-judgment interest financial
two-class method financial
secured overnight financing rate financial
non-cancellable contractual obligations financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did The Boston Beer Company (SAM) perform in Q2 2026?
Why did SAM report a net loss for the first half of 2026?
What is the status and impact of the Ardagh litigation on SAM?
What is SAM’s liquidity position as of June 27, 2026?
How much stock did The Boston Beer Company (SAM) repurchase in 2026 year-to-date?
How are tariffs and production contracts affecting SAM’s costs?
Table of Content
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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(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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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 July 17, 2026:
Class A Common Stock, $.01 par value |
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Class B Common Stock, $.01 par value |
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(Title of each class) |
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Table of Content
THE BOSTON BEER COMPANY, INC.
FORM 10-Q
June 27, 2026
TABLE OF CONTENTS
PART I. |
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FINANCIAL INFORMATION |
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PAGE |
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Item 1. |
Condensed Consolidated Financial Statements (Unaudited) |
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3 |
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Condensed Consolidated Balance Sheets as of June 27, 2026 and December 27, 2025 |
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Condensed Consolidated Statements of Comprehensive Operations for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025 |
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Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended June 27, 2026 and June 28, 2025 |
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Condensed Consolidated Statements of Stockholders’ Equity for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. |
Controls and Procedures |
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PART II. |
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OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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27 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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28 |
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Item 3. |
Defaults Upon Senior Securities |
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28 |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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SIGNATURES |
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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
Table of Content
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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June 27, |
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December 27, |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventories, net |
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Prepaid expenses and other current assets |
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Income tax receivable |
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Total current assets |
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Property, plant, and equipment, net |
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Operating right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Third-party production prepayments |
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Note receivable |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Accrued litigation expenses |
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— |
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Current operating lease liabilities |
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Total current liabilities |
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Deferred income taxes, net |
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Non-current operating lease liabilities |
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Other liabilities |
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Total liabilities |
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Commitments and Contingencies (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
Table of Content
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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Twenty-six weeks ended |
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June 27, |
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June 28, |
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June 27, |
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June 28, |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Less excise taxes |
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Net revenue |
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Cost of goods sold |
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Gross profit |
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Operating expenses: |
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Advertising, promotional, and selling expenses |
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General and administrative expenses |
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Impairment of brewery assets |
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Litigation (reduction) expense |
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— |
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— |
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Total operating expenses |
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Operating income (loss) |
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Other income (expense), net: |
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Interest income, net |
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Other expense, net |
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Total other income (expense), net |
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Income (loss) before income tax provision (benefit) |
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Income tax provision (benefit) |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per common share – basic |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per common share – diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average number of common shares – basic |
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Weighted-average number of common shares – diluted |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive (loss) income: |
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Foreign currency translation adjustment |
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( |
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Total other comprehensive (loss) income |
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Comprehensive income (loss) |
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$ |
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$ |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Content
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Twenty-six weeks ended |
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June 27, |
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June 28, |
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Cash flows provided by operating activities: |
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Net (loss) income |
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$ |
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$ |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
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Depreciation and amortization |
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Impairment of brewery assets |
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Gain on sale of property, plant, and equipment |
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Litigation expense |
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— |
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Change in right-of-use assets |
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Stock-based compensation expense |
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Deferred income taxes |
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( |
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( |
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Other non-cash income |
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( |
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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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( |
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Inventories |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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Income tax receivable |
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Third-party production prepayments |
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Brewery-related assets and cloud computing |
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Other non-current assets |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Operating lease liabilities |
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Other non-current liabilities |
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Net cash provided by operating activities |
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Cash flows used in investing activities: |
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Purchases of property, plant, and equipment |
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Proceeds from disposal of property, plant, and equipment |
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Net cash used in investing activities |
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( |
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Cash flows used in financing activities: |
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Repurchases and retirement of Class A common stock |
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( |
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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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( |
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Payment of tax withholding on stock-based payment awards and investment shares |
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( |
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Net cash used in financing activities |
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( |
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Change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Income tax payment, net |
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$ |
( |
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$ |
( |
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Cash paid for amounts included in measurement of lease liabilities |
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Operating cash outflows from operating leases |
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$ |
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$ |
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Operating cash outflows from finance leases |
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$ |
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$ |
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Financing cash outflows from finance leases |
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$ |
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$ |
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Right-of-use assets obtained in exchange for operating lease obligations |
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$ |
- |
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$ |
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Right-of-use-assets obtained in exchange for finance lease obligations |
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$ |
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$ |
- |
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Decrease in accounts payable for purchases of property, plant, and equipment |
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$ |
( |
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$ |
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Non-cash financing activity – decrease in accrued excise taxes on share repurchases |
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$ |
( |
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$ |
( |
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Non-cash investing activity - application of supplier shortfall fees to reduce notes receivable and accrued expenses |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Content
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025
(in thousands)
(unaudited)
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Accumulated |
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(Accumulated |
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Class A |
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Class A |
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Class B |
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Class B |
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Additional |
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Other |
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Deficit) |
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Total |
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Common |
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Common |
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Common |
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Common |
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Paid-in |
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Comprehensive |
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Retained |
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Stockholders’ |
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Shares |
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Stock, Par |
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Shares |
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Stock, Par |
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Capital |
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Loss |
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Earnings |
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Equity |
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Balance at December 27, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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Stock options exercised and restricted shares activities |
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( |
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Stock-based compensation expense |
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Repurchase and retirement of Class A Common Stock |
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( |
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( |
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( |
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Foreign currency translation adjustment |
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( |
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Balance at March 28, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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Stock options exercised and restricted shares activities |
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Stock-based compensation expense |
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|
|
|
|
|
||||||||
Repurchase and retirement of Class A Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Balance at June 27, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
6
Table of Content
|
|
|
|
|
Class A |
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
||||||||
|
|
Class A |
|
|
Common |
|
|
Class B |
|
|
Class B |
|
|
Additional |
|
|
Other |
|
|
|
|
|
Total |
|
||||||||
|
|
Common |
|
|
Stock, |
|
|
Common |
|
|
Common |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Retained |
|
|
Stockholders’ |
|
||||||||
|
|
Shares |
|
|
Par |
|
|
Shares |
|
|
Stock, Par |
|
|
Capital |
|
|
Loss |
|
|
Earnings |
|
|
Equity |
|
||||||||
Balance at December 28, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock options exercised and restricted shares activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase and retirement of Class A Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 29, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock options exercised and restricted shares activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase and retirement of Class A Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at June 28, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Content
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.", and "Sun Cruiser Beverage Co.".
The accompanying unaudited condensed consolidated balance sheet as of June 27, 2026, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended June 27, 2026 and June 28, 2025, respectively, have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnotes normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. All intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to previously reported captioned amounts within operating cash flow activities to conform to the fiscal 2026 presentation of disaggregated activity. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025.
In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of June 27, 2026 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended June 27, 2026 and June 28, 2025, reflect all adjustments necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.
B. Recent Accounting Pronouncements
New accounting pronouncements are issued periodically by the FASB and are adopted by the Company as of the specified effective dates. Unless otherwise disclosed below, the Company believes that recently issued and adopted pronouncements will not have a material impact on the Company’s financial position, results of operations and cash flows or do not apply to the Company’s operations.
In November 2024, the FASB issued ASU 2024-03—Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures (SubTopic 220-40): Disaggregation of Income Statement Expenses. This ASU was issued to address investor requests for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This ASU is effective for public entities for annual periods beginning after December 15, 2026. Early adoption is permitted. ASU 2024-03 will be effective for the Company in the first quarter of its fiscal year ending December 25, 2027. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025‑05—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient intended to simplify the estimation of expected credit losses for current accounts receivable and contract assets arising under Topic 606, Revenue from Contracts with Customers. The ASU became effective for annual and interim periods beginning after December 15, 2025. The Company
In December 2025, the FASB issued ASU 2025-11—Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU was issued to improve the navigability of the interim reporting guidance and to clarify when and how the interim disclosure requirements in Topic 270 apply. The amendments also introduce a disclosure principle requiring entities to disclose events and changes since the end of the most recent annual reporting period that have a material impact on the entity. The ASU does not change the fundamental nature of interim reporting or significantly expand or reduce existing interim disclosure requirements. ASU 2025-11 is effective for public entities for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
C. Revenue Recognition
8
Table of Content
The breakdown of revenue during the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025 were as follows:
|
Thirteen weeks ended |
|
|
Twenty-six weeks ended |
|
||||||||||
|
June 27, 2026 |
|
|
June 28, 2025 |
|
|
June 27, 2026 |
|
|
June 28, 2025 |
|
||||
Shipments to domestic distributors |
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Shipments to international distributors |
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Sales at retail locations |
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of title of its products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. As of June 27, 2026 and December 27, 2025, the Company has deferred $
Customer promotional discount programs are entered into by the Company with distributors for certain periods of time. The reimbursements for discounts to distributors are recorded as reductions to net revenue and were $
Customer programs and incentives are a common practice in the alcohol beverage industry. Amounts paid in connection with customer programs and incentives are recorded as reductions to net revenue or as advertising, promotional and selling expenses, based on the nature of the expenditure. Customer incentives and other payments made to distributors are primarily based upon performance of certain marketing and advertising activities. Depending on applicable state laws and regulations, these activities promoting the Company's products may include, but are not limited to point-of-sale and merchandise placement, samples, product displays, promotional programs at retail locations and meals, travel and entertainment.
|
Thirteen weeks ended |
|
|
Twenty-six weeks ended |
|
||||||||||
|
June 27, 2026 |
|
|
June 28, 2025 |
|
|
June 27, 2026 |
|
|
June 28, 2025 |
|
||||
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Amount recorded as a reduction to net revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amount recorded as advertising, promotional and selling expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Total customer programs and incentives |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
9
Table of Content
Costs recognized in net revenues include, but are not limited to, promotional discounts, sales incentives and certain other promotional activities. Costs recognized in advertising, promotional and selling expenses include point of sale materials, samples and advertising expenditures in local markets. These costs are recorded as incurred, generally when invoices are received; however certain estimates are required at the period end. Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred.
D. Inventories
Inventories consist of raw materials, work in process and finished goods which are stated at the lower of cost, determined on the first-in, first-out basis, or net realizable value. Raw materials principally consist of hops, packaging, flavorings, fruit juices, and other brewing materials. The Company’s goal is to maintain on hand a supply of at least one year for essential hop varieties, in order to limit the risk of an unexpected reduction in supply. Inventories are generally classified as current assets. The Company classifies hops inventory in excess of two years of forecasted usage in other long-term assets. The cost elements of work in process and finished goods inventory consist of raw materials, direct labor and manufacturing overhead.
|
|
June 27, |
|
|
December 27, |
|
||
|
|
|
|
|||||
Current inventory: |
|
|
|
|
|
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total current inventory |
|
|
|
|
|
|
||
Long term inventory |
|
|
|
|
|
|
||
Total inventory |
|
$ |
|
|
$ |
|
||
As of June 27, 2026 and December 27, 2025, the Company has recorded inventory obsolescence reserves of $
E. Goodwill and Intangible Assets
Goodwill.
Intangible assets.
|
|
|
|
As of June 27, 2026 |
|
|
December 27, 2025 |
|
||||||||||||||||||
|
|
|
|
|
|
|
Accumulated |
|
|
Net Book |
|
|
Gross |
|
|
Accumulated |
|
|
Net Book |
|
||||||
|
|
Life (Years) |
|
Value |
|
|
Amortization |
|
|
Value |
|
|
Value |
|
|
Amortization |
|
|
Value |
|
||||||
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
(in thousands) |
|
||||||
Customer relationships |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Trademarks |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total intangible assets, net |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Amortization expense in the thirteen and twenty-six weeks ended June 27, 2026 was approximately $
Fiscal Year |
|
Amount (in thousands) |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total amortization expense |
|
$ |
|
|
10
Table of Content
F. Third-Party Production Payments
During the thirteen and twenty-six weeks ended June 27, 2026, the Company produced approximately
The Company currently has production services agreements with subsidiaries of City Brewing Company, LLC (“City Brewing”). In August 2025, the Company extended the terms and amended certain fees under these agreements. The contracts now expire on
During the thirteen and twenty-six weeks ended June 27, 2026, City Brewing supplied approximately
In December of 2024, the Company announced an amendment and restatement in its entirety of an existing production agreement with a third-party supplier, Rauch North America Inc ("Rauch"). The amended and restated Rauch agreement includes quarterly minimum payments that total $
At current production volume projections, the Company believes that it will fall short of its future annual volume commitments under the City Brewing and Rauch agreements and will incur shortfall fees. The Company expenses the shortfall fees during the contractual period, when such fees are incurred, as a component of cost of goods sold. During the thirteen weeks and twenty-six weeks ended June 27, 2026, the Company incurred $
As of June 27, 2026, if volume for the remaining term of the City Brewing, Rauch and other production arrangements was zero, the total contractual shortfall and termination fees, with advance notice as specified in the related contractual agreements, would total approximately $
The Company has regular discussions with its third-party production suppliers related to its future capacity needs and the terms of its contracts. Changes to volume estimates, future amendments or cancellations of existing contracts could accelerate or change total shortfall fees expected to be incurred.
11
Table of Content
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 June 27, 2026, the Company had $
H. Net Income (Loss) per Share
The Company calculates net income (loss) per share using the two-class method, which requires the Company to allocate net income (loss) to its Class A Common Shares, Class B Common Shares and unvested share-based payment awards that participate in dividends with common stock, in the calculation of net income (loss) per share.
The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) certain future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) certain alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets.
The Class B Common Stock has full voting rights, including the right to (1) elect a majority of the members of the Company’s Board of Directors and (2) approve all (a) amendments to the Company’s Articles of Organization, (b) mergers or consolidations with, or acquisitions of, other entities, (c) sales or dispositions of any significant portion of the Company’s assets, and (d) equity-based and other executive compensation and other significant corporate matters. The Company’s Class B Common Stock is not listed for trading. Each share of the Class B Common Stock is freely convertible into one share of Class A Common Stock, upon request of the respective Class B holder, and participates equally in dividends.
The Company’s unvested share-based payment awards include unvested shares (1) issued under the Company’s investment share program, which permits employees who have been with the Company for at least
Included in the computation of net income (loss) per diluted common share are dilutive outstanding stock options and restricted stock that are vested or expected to vest, to the extent such awards are dilutive. At its discretion, the Board of Directors grants stock options and restricted stock units to senior management and certain key employees. The terms of the employee stock options are determined by the Board of Directors at the time of grant. To date, stock options granted to employees vest over various service periods and/or based on the attainment of certain performance criteria and generally expire after ten years. The restricted stock units generally vest over
12
Table of Content
Net Income (Loss) per Common Share - Basic
The following table sets forth the computation of basic net income (loss) per share using the two-class method:
|
|
Thirteen weeks ended |
|
|
Twenty-six weeks ended |
|
||||||||||
|
|
June 27, |
|
|
June 28, |
|
|
June 27, |
|
|
June 28, |
|
||||
|
|
(in thousands, except per share data) |
|
|
(in thousands, except per share data) |
|
||||||||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Allocation of net income (loss) for basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Class B Common Stock |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Unvested participating shares |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Weighted average number of shares for basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested participating shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share for basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A Common Stock |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Class B Common Stock |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net Income (Loss) per Common Share - Diluted
The Company calculates diluted net income (loss) per common share using the more dilutive of (i) the treasury stock method or (ii) the two-class method, which assumes participating securities remain outstanding and are not exercised or converted.
For the twenty-six weeks ended June 27, 2026, the Company reported a net loss. Accordingly, all potential common shares were anti-dilutive, and diluted net loss per common share was equal to basic net loss per common share. As a result, the calculation of diluted net loss per common share reflects the same allocation of net loss and weighted-average common shares outstanding used in the calculation of basic net loss per common share.
For the thirteen weeks ended June 27, 2026 and the thirteen and twenty-six weeks ended June 28, 2025, the Company reported net income. Diluted net income per common share reflects both the allocation of earnings to participating securities under the two-class method and the effect of dilutive share-based awards included in diluted weighted-average common shares outstanding.
13
Table of Content
The following table presents the calculation of diluted net income (loss) per common share for the periods presented:
|
|
Thirteen weeks ended |
|
|||||||||||||||||||||
|
|
June 27, 2026 |
|
|
June 28, 2025 |
|
||||||||||||||||||
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
||||||
|
|
(in thousands, except per share data) |
|
|||||||||||||||||||||
As reported - Class A Common Stock - basic |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested participating shares (loss periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Share-based awards - effect of dilutive common shares (income periods only) |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Net earnings effect of unvested participating shares (income periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income per common share -diluted |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Twenty-six weeks ended |
|
|||||||||||||||||||||
|
|
June 27, 2026 |
|
|
June 28, 2025 |
|
||||||||||||||||||
|
|
Loss to |
|
|
Common |
|
|
EPS |
|
|
Earnings to |
|
|
Common |
|
|
EPS |
|
||||||
|
|
(in thousands, except per share data) |
|
|||||||||||||||||||||
As reported - Class A Common Stock - basic |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
||||
Class B Common Stock |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unvested participating shares (loss periods only) |
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Share-based awards - effect of dilutive common shares (income periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Net earnings effect of unvested participating shares (income periods only) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income (loss) per common share -diluted |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
||||
For the thirteen weeks ended June 27, 2026, in accordance with the two-class method, weighted-average stock options to purchase
For the twenty-six weeks ended June 27, 2026, in accordance with the two-class method, weighted‑average stock options to purchase
For the thirteen and twenty-six weeks ended June 28, 2025, in accordance with the two-class method, weighted-average stock options to purchase
14
Table of Content
I. Commitments and Contingencies
Contractual Obligations
As of June 27, 2026, projected cash outflows under non-cancellable contractual obligations are as follows:
|
|
Commitments |
|
|
|
|
(in thousands) |
|
|
Brand support |
|
$ |
|
|
Hops and malt |
|
|
|
|
Ingredients and packaging (excluding hops and malt) |
|
|
|
|
Equipment and machinery |
|
|
|
|
Other |
|
|
|
|
Total commitments |
|
$ |
|
|
The Company expects to pay $
Litigation
The Company is party to legal proceedings and claims, including class action claims, where significant damages are asserted against it. Given the inherent uncertainty of litigation, it is possible that the Company could incur liabilities as a consequence of these claims, which may or may not have a material adverse effect on the Company’s financial condition or the results of its operations. The Company accrues loss contingencies if, in the opinion of management and its legal counsel, the risk of loss is probable and the loss can be estimated. Material pending legal proceedings are discussed below.
Supplier Dispute. As previously reported, including in the Company's Annual Report on Form 10-K for the year ended December 27, 2025, on December 31, 2022, Ardagh Metal Packaging USA Corp. ("Ardagh") filed an action against the Company alleging, among other things, that the Company had failed or would fail to purchase contractual minimum volumes of certain aluminum beverage can containers during the 2021 through 2026 periods. The trial commenced on March 23, 2026 and, on April 6, 2026, a jury returned a verdict awarding damages to Ardagh.
As a result of the verdict, during the first quarter of 2026, the Company recorded a non-recurring pre-tax litigation expense of $
On May 26, 2026, the court entered an amended final judgment awarding damages of $
Through June 27, 2026, the cumulative pre-tax impact of the Ardagh litigation was expense of $
The Company denies that it breached the terms of the parties’ contract and intends to pursue all available post‑trial motions and appellate remedies. To that end, the Company filed a post-trial motion on June 8, 2026, Ardagh responded on July 8, 2026, and the Company filed its reply on July 23, 2026. The Company also filed a Notice of Appeal which is stayed pending the district court’s ruling on the Company’s post trial motion.
The Company cannot estimate when or if damages or interest will ultimately be paid or when this matter will ultimately be resolved.
15
Table of Content
J. Income Taxes
The following table presents the Company’s effective income tax rates for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025:
|
|
Thirteen weeks ended |
|
Twenty-six weeks ended |
||||
|
|
June 27, |
|
June 28, |
|
June 27, |
|
June 28, |
Effective tax rate |
|
|
|
|
||||
For the thirteen weeks ended June 27, 2026, the Company recorded an income tax provision, resulting in an effective tax rate of
As of both June 27, 2026 and December 27, 2025, the Company had approximately $
The Company’s practice is to classify interest and penalties related to income tax matters in income tax expense. As of June 27, 2026 and December 27, 2025, the Company had approximately $
The Company's federal income tax returns remain subject to examination for
K. Line of Credit
In December 2022, the Company amended its credit facility in place that provides for a $
L. Fair Value Measures
The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
16
Table of Content
The Company’s cash and cash equivalents are held in money market funds. These money market funds are measured at fair value on a recurring basis and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The money market funds are invested substantially in United States Treasury and government securities. The Company does not adjust the quoted market price for such financial instruments. Cash, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature. Other accrued expenses and liabilities, including accrued litigation‑related loss contingencies, accrued interest, and accrued legal costs, are measured at accrued amounts in accordance with their applicable accounting guidance and are not required to be recorded at fair value; accordingly, these amounts are excluded from the Company’s fair value measurements and related hierarchy disclosures.
As of June 27, 2026 and December 27, 2025, the Company had money market funds with a “Triple A” rated money market fund. The Company considers the “Triple A” rated money market fund to be a large, highly-rated investment-grade institution. As of June 27, 2026 and December 27, 2025, the Company’s cash and cash equivalents balance was $
Non-Recurring Fair Value Measurement
The fair value as of the issuance date of the Company's note receivable is classified within Level 2 of the fair value hierarchy as the fair value was partially derived from publicly quoted inputs of market interest rates for a loan of similar terms, provisions, and maturity. See Note G for further discussion on the note receivable.
M. Common Stock and Stock-Based Compensation
Option Activity
Information related to stock options under the Restated Employee Equity Incentive Plan and the Stock Option Plan for Non-Employee Directors and upper management is summarized as follows:
|
|
Shares |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Vested and expected to vest at December 27, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited/ Expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at June 27, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at June 27, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at June 27, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Of the total options outstanding as of June 27, 2026,
On May 27, 2026, the Company granted options to purchase an aggregate of
Non-Vested Shares Activity
The following table summarizes vesting activities of shares issued under the investment share program and restricted stock units:
|
|
Number of Shares |
|
|
Weighted Average Fair Value |
|
||
Non-vested at December 27, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Non-vested at June 27, 2026 |
|
|
|
|
$ |
|
||
17
Table of Content
Of the total non-vested shares as of June 27, 2026,
On March 1, 2026, the Company granted a combined
On May 27, 2026, 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 |
|
|
Twenty-six weeks ended |
|
||||||||||
|
|
June 27, |
|
|
June 28, |
|
|
June 27, |
|
|
June 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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average assumptions used to estimate fair values of stock options on the date of grants and shares purchased under the Company's investment share program are as follows:
|
|
2026 |
|
|
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Expected dividends |
|
|
% |
|
Exercise factor |
|
|
|
|
Discount for post-vesting restrictions |
|
|
% |
|
Stock Repurchases
In 1998, the Company began a share repurchase program. Under this program, the Company's Board of Directors has authorized the repurchase of the Company's Class A Stock. On October 2, 2024, the Board of Directors authorized an increase in the aggregate expenditure limit for the Company’s stock repurchase program by $
During the thirteen and twenty-six weeks ended June 27, 2026, the Company repurchased and subsequently retired
18
Table of Content
N. Segment Reporting
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources in assessing performance. The Company has
The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
The table below summarizes the Company’s measures of segment net income (loss) that the CODM considered in determining how to allocate resources and assess segment performance for the thirteen and twenty-six weeks ended June 27, 2026, and June 28, 2025:
|
|
Thirteen weeks ended |
|
|
Twenty-six weeks ended |
|
||||||||||
|
|
June 27, |
|
|
June 28, |
|
|
June 27, |
|
|
June 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 brewery assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Litigation (reduction) expense |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interest income, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax provision (benefit) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Segment net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
O. Related Party Transactions
In 2019, as part of the merger with Dogfish Head, the Company entered into a lease with the Dogfish Head founders and other owners 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.
19
Table of Content
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 twenty-six week periods ended June 27, 2026, as compared to the thirteen and twenty-six week periods ended June 28, 2025. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements of the Company and Notes there to included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
RESULTS OF OPERATIONS
Thirteen Weeks Ended June 27, 2026 compared to Thirteen Weeks Ended June 28, 2025
|
|
Thirteen Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
June 27, 2026 |
|
|
June 28, 2025 |
|
|
Amount |
|
|
% change |
|
|
Per barrel |
|
|
Per barrel |
|
||||||||||||||||||||||
Barrels sold |
|
|
|
|
|
2,047 |
|
|
|
|
|
|
|
|
|
2,144 |
|
|
|
|
|
|
(97 |
) |
|
|
(4.5 |
)% |
|
|
|
|
|
|
||||||
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue |
|
$ |
568,338 |
|
|
$ |
277.64 |
|
|
|
100.0 |
% |
|
$ |
587,949 |
|
|
$ |
274.23 |
|
|
|
100.0 |
% |
|
$ |
(19,611 |
) |
|
|
(3.3 |
)% |
|
$ |
3.41 |
|
|
|
1.2 |
% |
Cost of goods |
|
|
281,968 |
|
|
|
137.75 |
|
|
|
49.6 |
% |
|
|
295,431 |
|
|
|
137.79 |
|
|
|
50.2 |
% |
|
|
(13,463 |
) |
|
|
(4.6 |
)% |
|
|
(0.04 |
) |
|
|
(0.0 |
)% |
Gross profit |
|
|
286,370 |
|
|
|
139.89 |
|
|
|
50.4 |
% |
|
|
292,518 |
|
|
|
136.44 |
|
|
|
49.8 |
% |
|
|
(6,148 |
) |
|
|
(2.1 |
)% |
|
|
3.45 |
|
|
|
2.5 |
% |
Advertising, promotional, and selling expenses |
|
|
185,881 |
|
|
|
90.81 |
|
|
|
32.7 |
% |
|
|
159,713 |
|
|
|
74.49 |
|
|
|
27.2 |
% |
|
|
26,168 |
|
|
|
16.4 |
% |
|
|
16.32 |
|
|
|
21.9 |
% |
General and administrative expenses |
|
|
48,878 |
|
|
|
23.88 |
|
|
|
8.6 |
% |
|
|
45,751 |
|
|
|
21.34 |
|
|
|
7.8 |
% |
|
|
3,127 |
|
|
|
6.8 |
% |
|
|
2.54 |
|
|
|
11.9 |
% |
Impairment of brewery assets |
|
|
234 |
|
|
|
0.11 |
|
|
|
0.0 |
% |
|
|
4,985 |
|
|
|
2.33 |
|
|
|
0.8 |
% |
|
|
(4,751 |
) |
|
|
(95.3 |
)% |
|
|
(2.22 |
) |
|
|
(95.3 |
)% |
Litigation reduction |
|
|
(19,389 |
) |
|
|
(9.47 |
) |
|
|
(3.4 |
)% |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
(19,389 |
) |
|
>100% |
|
|
|
(9.47 |
) |
|
>100% |
|
||
Total operating expenses |
|
|
215,604 |
|
|
|
105.33 |
|
|
|
37.9 |
% |
|
|
210,449 |
|
|
|
98.16 |
|
|
|
35.8 |
% |
|
|
5,155 |
|
|
|
2.4 |
% |
|
|
7.17 |
|
|
|
7.3 |
% |
Operating income |
|
|
70,766 |
|
|
|
34.56 |
|
|
|
12.5 |
% |
|
|
82,069 |
|
|
|
38.28 |
|
|
|
14.0 |
% |
|
|
(11,303 |
) |
|
|
(13.8 |
)% |
|
|
(3.72 |
) |
|
|
(9.7 |
)% |
Other income, net |
|
|
1,552 |
|
|
|
0.76 |
|
|
|
0.3 |
% |
|
|
1,985 |
|
|
|
0.93 |
|
|
|
0.3 |
% |
|
|
(433 |
) |
|
|
(21.8 |
)% |
|
|
(0.17 |
) |
|
|
(18.3 |
)% |
Income before income tax provision |
|
|
72,318 |
|
|
|
35.32 |
|
|
|
12.7 |
% |
|
|
84,054 |
|
|
|
39.21 |
|
|
|
14.3 |
% |
|
|
(11,736 |
) |
|
|
(14.0 |
)% |
|
|
(3.89 |
) |
|
|
(9.9 |
)% |
Income tax provision |
|
|
20,751 |
|
|
|
10.14 |
|
|
|
3.7 |
% |
|
|
23,621 |
|
|
|
11.02 |
|
|
|
4.0 |
% |
|
|
(2,870 |
) |
|
|
(12.2 |
)% |
|
|
(0.88 |
) |
|
|
(8.0 |
)% |
Net income |
|
$ |
51,567 |
|
|
$ |
25.18 |
|
|
|
9.1 |
% |
|
$ |
60,433 |
|
|
$ |
28.19 |
|
|
|
10.3 |
% |
|
$ |
(8,866 |
) |
|
|
(14.7 |
)% |
|
$ |
(3.01 |
) |
|
|
(10.7 |
)% |
Net revenue. Net revenue decreased by $19.6 million, or 3.3%, to $568.3 million for the thirteen weeks ended June 27, 2026, as compared to $587.9 million for the thirteen weeks ended June 28, 2025 primarily due to decreased sales volume impacts of $26.6 million and increased sales incentives of $6.3 million, partially offset by favorable product mix of $8.4 million, and increased pricing of $5.4 million.
Volume. Total shipment volume decreased by 4.5% to 2,047,000 barrels for the thirteen weeks ended June 27, 2026, as compared to 2,144,000 barrels for the thirteen weeks ended June 28, 2025. The decrease was primarily driven by decreases in Twisted Tea, Truly, Samuel Adams and Hard Mountain Dew brands that were partially offset by increases in Sun Cruiser and Angry Orchard brands.
The Company believes distributor inventory as of June 27, 2026 was at an appropriate level for each of its brands and averaged approximately four and a half weeks which was consistent with the weeks on hand at the end of June 2025.
Net revenue per barrel. Net revenue per barrel increased by 1.2% to $277.64 per barrel for the thirteen weeks ended June 27, 2026, as compared to $274.23 per barrel for the comparable period in 2025, primarily due to increased pricing and favorable product mix.
20
Table of Content
Cost of goods sold. Cost of goods sold was $137.75 per barrel for the thirteen weeks ended June 27, 2026, as compared to $137.79 per barrel for the thirteen weeks ended June 28, 2025. The 2026 cost of goods sold per barrel was flat to 2025 primarily due to inflationary impacts of $19.2 million, or $9.38 per barrel, offset by brewery efficiencies of $10.9 million, or $5.33 per barrel, contract renegotiations and recipe optimization savings of $5.2 million, or $2.54 per barrel, and decreases in inventory obsolescence of $3.9 million, or $1.91 per barrel.
Inflationary impacts of $19.2 million consist primarily of increased material costs, mainly from aluminum, of $18.2 million, inclusive of $2.9 million impact from tariffs, and increased internal brewery costs of $1.0 million.
Gross profit. Gross profit was $139.89 per barrel for the thirteen weeks ended June 27, 2026, as compared to $136.44 per barrel for the thirteen weeks ended June 28, 2025.
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 $26.2 million, or 16.4%, to $185.9 million for the thirteen weeks ended June 27, 2026, as compared to $159.7 million for the thirteen weeks ended June 28, 2025 resulting from higher increased brand local marketing and point of sale investments of $17.5 million and higher freight costs of $8.6 million due to higher rates.
Advertising, promotional and selling expenses were 32.7% of net revenue, or $90.81 per barrel, for the thirteen weeks ended June 27, 2026, as compared to 27.2% of net revenue, or $74.49 per barrel, for the thirteen weeks ended June 28, 2025. This increase per barrel is primarily due to increased spend in local marketing and freight rates. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.
The Company conducts certain advertising and promotional activities in its distributors’ markets, and the distributors make contributions to the Company for such efforts. These amounts are included in the Company’s condensed consolidated statements of comprehensive operations as reductions to advertising, promotional and selling expenses. Historically, contributions from distributors for advertising and promotional activities have amounted to between 2% and 3% of net sales. The Company may adjust its promotional efforts in the distributors’ markets, if changes occur in these promotional contribution arrangements, depending on industry and market conditions.
General and administrative expenses. General and administrative expenses increased by $3.1 million, or 6.8%, to $48.9 million for the thirteen weeks ended June 27, 2026, as compared to $45.8 million for the thirteen weeks ended June 28, 2025, primarily due to increases in salaries and benefits costs of $1.2 million, and increases in legal fees of $1.1 million.
Impairment of brewery assets. Impairment of brewery assets of $0.2 million decreased by $4.8 million from 2025, due to decreased write-offs of equipment at third-party and Company-owned breweries.
Litigation reduction. For the thirteen weeks ended June 27, 2026, the Company recorded non-recurring pre-tax litigation reduction of $19.4 million, related to the supplier dispute, consisting of a favorable adjustment to pre-judgement interest of $21.0 million and post-judgement interest expense of $1.7 million.
For the thirteen weeks ended June 27, 2026, the combined pre-tax income related to the supplier dispute litigation of $18.0 million consists of legal expenses of $1.4 million, recorded in general and administrative expenses, and litigation reduction of $19.4 million.
Income tax provision. The Company's effective tax rate was a provision of 28.7%, an increase from 28.1% in the prior year. This increase in rate is due primarily to the increased negative impact of non-deductible stock compensation.
21
Table of Content
Twenty-six Weeks Ended June 27, 2026 compared to Twenty-six Weeks Ended June 28, 2025
|
|
Twenty-Six Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
June 27, 2026 |
|
|
June 28, 2025 |
|
|
Amount |
|
|
% change |
|
|
Per barrel |
|
|
Per barrel |
|
||||||||||||||||||||||
Barrels sold |
|
|
|
|
|
3,607 |
|
|
|
|
|
|
|
|
|
3,820 |
|
|
|
|
|
|
(213 |
) |
|
|
(5.6 |
)% |
|
|
|
|
|
|
||||||
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
Per barrel |
|
|
% of net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue |
|
$ |
1,002,268 |
|
|
$ |
277.87 |
|
|
|
100.0 |
% |
|
$ |
1,041,816 |
|
|
$ |
272.73 |
|
|
|
100.0 |
% |
|
$ |
(39,548 |
) |
|
|
(3.8 |
)% |
|
$ |
5.14 |
|
|
|
1.9 |
% |
Cost of goods |
|
|
501,937 |
|
|
|
139.16 |
|
|
|
50.1 |
% |
|
|
530,035 |
|
|
|
138.75 |
|
|
|
50.9 |
% |
|
|
(28,098 |
) |
|
|
(5.3 |
)% |
|
|
0.41 |
|
|
|
0.3 |
% |
Gross profit |
|
|
500,331 |
|
|
|
138.71 |
|
|
|
49.9 |
% |
|
|
511,781 |
|
|
|
133.98 |
|
|
|
49.1 |
% |
|
|
(11,450 |
) |
|
|
(2.2 |
)% |
|
|
4.73 |
|
|
|
3.5 |
% |
Advertising, promotional, and selling expenses |
|
|
325,957 |
|
|
|
90.37 |
|
|
|
32.5 |
% |
|
|
297,249 |
|
|
|
77.81 |
|
|
|
28.5 |
% |
|
|
28,708 |
|
|
|
9.7 |
% |
|
|
12.56 |
|
|
|
16.1 |
% |
General and administrative expenses |
|
|
101,180 |
|
|
|
28.05 |
|
|
|
10.1 |
% |
|
|
93,702 |
|
|
|
24.53 |
|
|
|
9.0 |
% |
|
|
7,478 |
|
|
|
8.0 |
% |
|
|
3.52 |
|
|
|
14.3 |
% |
Impairment of brewery assets |
|
|
236 |
|
|
|
0.07 |
|
|
|
0.0 |
% |
|
|
4,985 |
|
|
|
1.30 |
|
|
|
0.5 |
% |
|
|
(4,749 |
) |
|
|
(95.3 |
)% |
|
|
(1.23 |
) |
|
|
(94.6 |
)% |
Litigation expense |
|
|
192,646 |
|
|
|
53.41 |
|
|
|
19.2 |
% |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
192,646 |
|
|
>100% |
|
|
|
53.41 |
|
|
>100% |
|
||
Total operating expenses |
|
|
620,019 |
|
|
|
171.90 |
|
|
|
61.9 |
% |
|
|
395,936 |
|
|
|
103.64 |
|
|
|
38.0 |
% |
|
|
224,083 |
|
|
|
56.6 |
% |
|
|
68.26 |
|
|
|
65.9 |
% |
Operating (loss) income |
|
|
(119,688 |
) |
|
|
(33.19 |
) |
|
|
(11.9 |
)% |
|
|
115,845 |
|
|
|
30.34 |
|
|
|
11.1 |
% |
|
|
(235,533 |
) |
|
|
(203.3 |
)% |
|
|
(63.53 |
) |
|
|
(209.4 |
)% |
Other income, net |
|
|
3,078 |
|
|
|
0.85 |
|
|
|
0.3 |
% |
|
|
4,051 |
|
|
|
1.06 |
|
|
|
0.4 |
% |
|
|
(973 |
) |
|
|
(24.0 |
)% |
|
|
(0.21 |
) |
|
|
(19.8 |
)% |
(Loss) income before income tax (benefit) provision |
|
|
(116,610 |
) |
|
|
(32.34 |
) |
|
|
(11.6 |
)% |
|
|
119,896 |
|
|
|
31.40 |
|
|
|
11.5 |
% |
|
|
(236,506 |
) |
|
|
(197.3 |
)% |
|
|
(63.74 |
) |
|
|
(203.0 |
)% |
Income tax (benefit) provision |
|
|
(22,916 |
) |
|
|
(6.35 |
) |
|
|
(2.3 |
)% |
|
|
35,051 |
|
|
|
9.18 |
|
|
|
3.4 |
% |
|
|
(57,967 |
) |
|
|
(165.4 |
)% |
|
|
(15.53 |
) |
|
|
(169.2 |
)% |
Net (loss) income |
|
$ |
(93,694 |
) |
|
$ |
(25.99 |
) |
|
|
(9.3 |
)% |
|
$ |
84,845 |
|
|
$ |
22.22 |
|
|
|
8.1 |
% |
|
$ |
(178,539 |
) |
|
|
(210.4 |
)% |
|
$ |
(48.21 |
) |
|
|
(217.0 |
)% |
Net revenue. Net revenue decreased by $39.5 million, or 3.8%, to $1.002 billion for the twenty-six weeks ended June 27, 2026, as compared to $1.042 billion for the twenty-six weeks ended June 28, 2025, primarily due to decreased sales volume impacts of $58.1 million and increased sales incentives of $5.5 million, partially offset by increased pricing of $14.2 million and favorable product mix of $9.7 million.
Volume. Total shipment volume decreased by 5.6% to 3,607,000 barrels for the twenty-six weeks ended June 27, 2026, as compared to 3,820,000 barrels for the twenty-six weeks ended June 28, 2025, primarily due to decreases in Twisted Tea, Truly, Samuel Adams, Hard Mountain Dew and Dogfish Head brands that were partially offset by increases in Sun Cruiser and Angry Orchard brands.
Net revenue per barrel. Net revenue per barrel increased by 1.9% to $277.87 per barrel for the twenty-six weeks ended June 27, 2026, as compared to $272.73 per barrel for the comparable period in 2025, primarily due to pricing and favorable product mix.
Cost of goods sold. Cost of goods sold was $139.16 per barrel for the twenty-six weeks ended June 27, 2026, as compared to $138.75 per barrel for the twenty-six weeks ended June 28, 2025. The 2026 increase in cost of goods sold of $0.41, or 0.3% per barrel was primarily due to inflationary impacts of $31.7 million, or $8.79 per barrel, partially offset by brewery efficiencies of $11.1 million, or $3.08 per barrel, contract renegotiations and recipe optimization savings of $10.7 million, or $2.97 per barrel, decreases in inventory obsolescence of $4.8 million, or $1.33 per barrel, and lower third-party production payment amortization of $4.0 million, or $1.11 per barrel.
Inflationary impacts of $31.7 million consist primarily of increased material costs, mainly from aluminum, of $29.2 million, inclusive of $9.8 million impact from tariffs, and increased internal brewery costs of $2.5 million.
Gross profit. Gross profit was $138.71 per barrel for the twenty-six weeks ended June 27, 2026, as compared to $133.98 per barrel for the twenty-six weeks ended June 28, 2025.
Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses increased by $28.7 million, or 9.7%, to $326.0 million for the twenty-six weeks ended June 27, 2026, as compared to $297.2 million for twenty-six weeks ended June 28,
22
Table of Content
2025. Brand and selling costs increased by $17.6 million primarily due to increased brand local marketing investments. Freight to distributors increased by $11.1 million primarily due to higher rates partially offset by lower volumes.
Advertising, promotional and selling expenses were 32.5% of net revenue, or $90.37 per barrel, for the twenty-six weeks ended June 27, 2026, as compared to 28.5% of net revenue, or $77.81 per barrel, for the twenty-six weeks ended June 28, 2025. This increase per barrel is primarily due to increased spend in local marketing and freight rates. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.
General and administrative expenses. General and administrative expenses increased by $7.5 million, or 8.0%, to $101.2 million for the twenty-six weeks ended June 27, 2026, as compared to $93.7 million for the twenty-six weeks ended June 28, 2025, primarily due to increases in legal fees of $4.2 million, increases in insurance and regulatory compliance costs of $1.5 million, and increases in salaries and benefits costs of $1.1 million
Impairment of brewery assets. Impairment of brewery assets of $0.2 million decreased by $4.7 million from 2025, due to decreased write-offs of equipment at third party and Company-owned breweries.
Litigation expense. For the twenty-six weeks ended June, 27, 2026, the Company recorded non-recurring pre-tax litigation expense of $192.6 million, related to the supplier dispute, consists of the judgement of $175.5 million, pre-judgement interest of $15.5 million and post-judgement interest expense of $1.7 million.
For the twenty-six weeks ended June 27, 2026, the combined pre-tax expense related to the supplier dispute litigation of $198.0 million consists of legal expenses of $5.4 million, recorded in general and administrative expenses, and litigation expense of $192.6 million.
Income tax (benefit) provision. The Company’s effective tax rate of 19.7% decreased from 29.2% in the prior year. The decrease is primarily due to a pre-tax loss in 2026 compared to pre-tax income in 2025 and the change in impact of non-deductible expenses.
23
Table of Content
LIQUIDITY AND CAPITAL RESOURCES
The Company’s primary sources of liquidity are its existing cash balances, cash flows from operating activities and amounts available under its revolving credit facility. The Company’s material cash requirements include working capital needs, satisfaction of contractual commitments, stock repurchases, and investment in the Company’s business through capital expenditures.
Cash increased to $265.5 million as of June 27, 2026 from $223.4 million as of December 27, 2025, primarily reflecting cash provided by operating activities and partially offset by the repurchase of the Company's A common stock
Cash provided by operating activities consists of net (loss) income, adjusted for certain non-cash items, such as depreciation and amortization, stock-based compensation expense, litigation expense and other non-cash adjustments included in operating results, and changes in operating assets and liabilities, such as accounts receivable, inventory, accounts payable, and accrued expenses.
Cash provided by operating activities for the twenty-six weeks ended June 27, 2026 reflected $208.6 million of non-cash adjustments and $2.6 million of net cash inflows from changes in operating assets and liabilities, partially offset by a net loss of $93.7 million. The non‑cash adjustments primarily consisted of $192.6 million of litigation expense. Cash provided by operating activities for the twenty-six weeks ended June 28, 2025 reflected a net income of $84.8 million, non-cash adjustments of $42.1 million, and net cash inflows of $1.5 million for changes in operating assets and liabilities. The decrease in cash provided by operating activities for the twenty-six weeks ended June 27, 2026 compared to the twenty-six weeks ended June 28, 2025 was primarily attributable to lower operating cash flow generation resulting from lower earnings, net of non-cash adjustments, in 2026.
The Company used $22.8 million in investing activities during the twenty-six weeks ended June 27, 2026, as compared to $24.1 million during the twenty-six weeks ended June 28, 2025. The decrease in investing activity cash outflows is due to lower investment in the breweries during the current year. For both periods, capital investments were made primarily in company-owned and third-party production facilities to drive efficiencies, cost reductions, support product innovation and enable potential future growth.
Cash used in financing activities was $52.6 million during the twenty-six weeks ended June 27, 2026, as compared to $103.7 million during the twenty-six weeks ended June 28, 2025. The financing activity cash outflows in 2026 and 2025 comprised mostly of the repurchases of the Company's Class A common stock in the period.
During the period from December 28, 2025 through July 17, 2026, the Company repurchased and subsequently retired 262,665 shares of its Class A Common Stock for an aggregate purchase price of $54.1 million. As of July 17, 2026, the Company had repurchased a cumulative total of approximately 16.0 million shares of its Class A Common Stock for an aggregate purchase price of approximately $1.43 billion and had approximately $174 million remaining on the $1.6 billion stock repurchase expenditure limit set by the Board of Directors.
The Company expects that its cash balance as of June 27, 2026 of $265.5 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, including the potential litigation-related payments. The Company’s $150.0 million credit facility has a term not scheduled to expire until December 16, 2027. As of the date of this filing, the Company was not in violation of any of its covenants to the lender under the credit facility.
24
Table of Content
CRITICAL ACCOUNTING POLICIES
There were no material changes to the Company’s critical accounting policies during the thirteen and twenty-six weeks ended June 27, 2026.
MARKET CONDITIONS AND TRENDS
Based on the information currently available and tariff programs announced by the U.S. government, the Company estimates tariffs will have an unfavorable cost impact for the full year 2026 of approximately $20 million to $30 million. Total tariff costs for the twenty-six weeks ended June 27, 2026 were $12.1 million.
FORWARD-LOOKING STATEMENTS
In this Quarterly Report on Form 10-Q and in other documents incorporated herein, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions, are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect subsequent events or circumstances. Forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include the factors set forth below in addition to the other information set forth in this Quarterly Report on Form 10-Q and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025.
25
Table of Content
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since December 27, 2025, there have been no significant changes in the Company’s exposures to interest rate or foreign currency rate fluctuations. The Company currently does not enter into derivatives or other market risk sensitive instruments for the purpose of hedging or for trading purposes.
Item 4. CONTROLS AND PROCEDURES
As of June 27, 2026, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June 27, 2026 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting that occurred during the thirteen weeks ended June 27, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
26
Table of Content
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
For information regarding the Company's legal proceedings, refer to Note I of the Condensed Consolidated Financial Statements.
Item 1A. RISK FACTORS
In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition and/or operating results. There has been no material change in the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025.
27
Table of Content
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In 1998, the Company's Board of Directors ("the Board") authorized the Company's share buyback program. In October 2024, the Board authorized an increase in the share buyback expenditure limit set for the program from $1.2 billion to $1.6 billion. The Board did not specify a date upon which the authorization would expire. Share repurchases for the periods included herein were effected through open market transactions.
As of July 17, 2026, the Company had repurchased a cumulative total of approximately 16.0 million shares of its Class A Common Stock for an aggregate purchase price of $1.43 billion and had $174 million remaining on the $1.6 billion share buyback expenditure limit set by the Board.
During the twenty-six weeks ended June 27, 2026, the Company repurchased and subsequently retired 231,733 shares of its Class A Common Stock, including 704 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 28, 2025 - January 31, 2026 |
|
|
44,573 |
|
|
$ |
208.89 |
|
|
|
44,304 |
|
|
$ |
219,117 |
|
February 1, 2026 - February 28, 2026 |
|
|
27,870 |
|
|
|
230.59 |
|
|
|
27,870 |
|
|
|
212,690 |
|
March 1, 2026 - March 28, 2026 |
|
|
35,306 |
|
|
|
228.71 |
|
|
|
35,206 |
|
|
|
204,633 |
|
March 29, 2026 - May 2, 2026 |
|
|
39,317 |
|
|
|
240.33 |
|
|
|
39,195 |
|
|
|
195,205 |
|
May 3, 2026 - May 30, 2026 |
|
|
40,948 |
|
|
|
187.76 |
|
|
|
40,741 |
|
|
|
187,551 |
|
May 31, 2026 - June 27, 2026 |
|
|
43,719 |
|
|
|
175.08 |
|
|
|
43,713 |
|
|
|
179,896 |
|
Total |
|
|
231,733 |
|
|
$ |
209.74 |
|
|
|
231,029 |
|
|
$ |
179,896 |
|
As of July 17 2026, the Company had 8.2 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
28
Table of Content
Item 6. EXHIBITS
Exhibit No. |
|
Title |
|
|
|
3.1 |
|
Amended and Restated By-Laws of the Company, dated June 2, 1998 (incorporated by reference to Exhibit 3.5 to the Company’s Form 10-Q filed on August 10, 1998). |
|
|
|
3.2
|
|
Restated Articles of Organization of the Company, dated November 17, 1995, as amended August 4, 1998 (incorporated by reference to Exhibit 3.6 to the Company’s Form 10-Q filed on August 10, 1998). |
|
|
|
10.1 |
|
Stockholder Rights Agreement, dated as of December, 1995, between The Boston Beer Company, Inc. and the initial Stockholders (incorporated by reference to the Company's Form 10-K, filed on April 1, 1996). (P) |
|
|
|
10.2 |
|
Offer Letter to Diego Reynoso, Chief Financial Officer, dated July 21, 2023 (incorporated by reference to exhibit 10.1 to a Current Report on Form 8-K filed by the Company on July 24, 2023) |
|
|
|
10.3 |
|
Offer Letter to Michael Spillane, Chief Executive Officer dated February 23, 2024 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on February 24, 2024.) |
|
|
|
10.4 |
|
Offer Letter to Michael R. Crowley, Chief Sales Officer, dated August 15, 2023 (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K dated February 25, 2025).
|
10.5 |
|
Offer Letter to Tara Heath, Chief Legal Officer, General Counsel, dated August 8, 2022 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K dated February 24, 2026) |
|
|
|
10.6 |
|
Transition Agreement governing Mr. Spillane's ongoing relationship with the Company, dated August 1, 2025 (incorporated by reference as Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 1, 2025.) |
|
|
|
10.7
|
|
Offer Letter to Philip A. Hodges, Chief Operating Officer dated October 20, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K/A filed on October 22, 2025). |
|
|
|
*31.1 |
|
Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
*31.2 |
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
*32.1 |
|
Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
*32.2 |
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
*101.INS |
|
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.
|
*101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
|
*104 |
|
Cover page formatted as Inline XBRL and contained in Exhibit 101
|
* Filed with this report
29
Table of Content
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: July 23, 2026 |
/s/ C. James Koch |
|
C. James Koch |
|
Chairman, President and Chief Executive Officer |
|
(Principal Executive Officer) |
Date: July 23, 2026 |
/s/ Diego Reynoso |
|
Diego Reynoso |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
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