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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ende
d
June 28,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:
1-14092
THE BOSTON BEER COMPANY, INC.
(Exact name of registrant as specified in its charter)
MA
SSACHUSETTS
04-3284048
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
One Design Center Place,
Suite 850
,
Boston
,
Massachusetts
02210
(Address of principal executive offices)
(Zip Code)
(
617
)
368-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act.
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock
$0.01 per value
SAM
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
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).
Yes
☒ No ☐
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.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
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 18, 2025:
Item 1. CONDENSED CONSOLIDATED F
INANCIAL STATEMENTS (UNAUDITED)
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED B
ALANCE SHEETS
(in thousands, except per share data)
(unaudited)
June 28,
2025
December 28,
2024
Assets
Current Assets:
Cash and cash equivalents
$
212,432
$
211,819
Accounts receivable
92,831
61,423
Inventories
134,365
117,159
Prepaid expenses and other current assets
26,834
20,209
Income tax receivable
38
6,681
Total current assets
466,500
417,291
Property, plant, and equipment, net
591,031
616,242
Operating right-of-use assets
36,242
27,837
Goodwill
112,529
112,529
Intangible assets, net
15,600
16,446
Third-party production prepayments
9,322
14,473
Note receivable
10,888
16,738
Other assets
26,093
28,462
Total assets
$
1,268,205
$
1,250,018
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable
$
112,674
$
87,276
Accrued expenses and other current liabilities
139,863
138,618
Current operating lease liabilities
12,347
5,735
Total current liabilities
264,884
231,629
Deferred income taxes, net
55,286
65,803
Non-current operating lease liabilities
31,515
30,205
Other liabilities
4,181
6,194
Total liabilities
355,866
333,831
Commitments and Contingencies
(See Note I)
Stockholders' Equity:
Class A Common Stock, $
0.01
par value;
22,700,000
shares authorized;
8,878,147
and
9,263,198
issued and outstanding as of June 28, 2025 and December 28, 2024 respectively
89
93
Class B Common Stock, $
0.01
par value;
4,200,000
shares authorized;
2,068,000
issued and outstanding at June 28, 2025 and December 28, 2024
21
21
Additional paid-in capital
687,416
676,454
Accumulated other comprehensive loss
(
302
)
(
696
)
Retained earnings
225,115
240,315
Total stockholders' equity
912,339
916,187
Total liabilities and stockholders' equity
$
1,268,205
$
1,250,018
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO CONDENSED CONSO
LIDATED FINANCIAL STATEMENTS
A. Organization and Basis of Presentation
The Boston Beer Company, Inc. and certain subsidiaries (the “Company”) are engaged in the business of selling alcohol beverages throughout the United States and in selected international markets, under the tradenames “The Boston Beer Company®”, “Twisted Tea Brewing Company®”, “Hard Seltzer Beverage Company”, “Angry Orchard® Cider Company”, “Dogfish Head® Craft Brewery”, “Dogfish Head Distilling Co.”, “Angel City® Brewing Company”, “Coney Island® Brewing Company”, "Green Rebel Brewing Co.", "Sun Cruiser Beverage Co.", "American Fermentation Company LLC", and "Sinless Spirits Company".
The accompanying unaudited condensed consolidated balance sheet as of June 28, 2025, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended June 28, 2025 and June 29, 2024, respectively, have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnotes normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. All intercompany accounts and transactions have been eliminated. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024.
In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of June 28, 2025 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended June 28, 2025 and June 29, 2024, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.
B. Recent Accounting Pronouncements
New accounting pronouncements are issued periodically by the FASB and are adopted by the Company as of the specified effective dates. Unless otherwise disclosed below, the Company believes that recently issued and adopted pronouncements will not have a material impact on the Company’s financial position, results of operations and cash flows or do not apply to the Company’s operations.
In December 2023, the FASB issued ASU 2023-09—
Income Taxes
(Topic 740):
Improvements to Income Tax Disclosures
. This ASU was issued to address investor requests for more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and income taxes paid information, and to improve the effectiveness of income tax disclosures. This ASU is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-09 will be effective for the Company for its fiscal year ending December 27, 2025. The Company is currently evaluating the impact the adoption of this ASU will have on its year-end consolidated financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03—
Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures
(SubTopic 220-40):
Disaggregation of Income Statement Expense
s. 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.
The breakdown of revenue during the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:
Thirteen weeks ended
Twenty-six weeks ended
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
Shipments to domestic distributors
93
%
94
%
94
%
94
%
Shipments to international distributors
6
%
5
%
5
%
5
%
Sales at retail locations
1
%
1
%
1
%
1
%
100
%
100
%
100
%
100
%
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 n
ot met, the Company defers the revenue until all conditions are met. As of June 28, 2025 and December 28, 2024, the Company has deferred $
19.9
million and $
11.3
million, respectively, in revenue related to product shipped prior to these dates. These amounts are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.
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 $
21.6
million and $
33.9
million for the thirteen and twenty-six weeks ended June 28, 2025, respectively, and $
20.1
million and $
30.3
million for the thirteen and twenty-six weeks ended June 29, 2024, respectively. T
he agreed-upon discount rates are applied to certain distributors' sales to retailers, based on volume metrics, in order to determine the total discounted amount. The computation of the discount allowance requires that management make certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recorded. Actual promotional discounts owed and paid have historically been in line with allowances recorded by the Company; however, the amounts could differ from the estimated allowance.
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.
Amounts paid to customers in connection with these programs that were recorded as reductions to net revenue or as advertising, promotional and selling expenses for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 were as follows:
Thirteen weeks ended
Twenty-six weeks ended
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
(in thousands)
(in thousands)
Amount recorded as a reduction to net revenue
$
10,152
$
8,046
$
18,946
$
13,714
Amount recorded as advertising, promotional and selling expenses
4,955
5,485
9,089
9,260
Total customer programs and incentives
$
15,107
$
13,531
$
28,035
$
22,974
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 exp
enses 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.
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.
Inventories consist of the following:
June 28,
2025
December 28,
2024
(in thousands)
Current inventory:
Raw materials
$
49,326
$
48,321
Work in process
24,715
18,878
Finished goods
60,324
49,960
Total current inventory
134,365
117,159
Long term inventory
6,274
6,076
Total inventory
$
140,639
$
123,235
As of June 28, 2025 and December 28, 2024, the Company has recorded inventory obsolescence reserves of $
14.9
million and $
16.3
million, respectively.
E. Goodwill and Intangible Assets
Goodwill.
No
impairment of goodwill was recorded in any period.
Intangible assets.
The Company’s intangible assets as of June 28
, 2025 and December 28, 2024 were as follows:
As of June 28, 2025
As of December 28, 2024
Estimated
Useful
Gross
Carrying
Accumulated
Net Book
Gross
Carrying
Accumulated
Net Book
Life (Years)
Value
Amortization
Value
Value
Amortization
Value
(in thousands)
(in thousands)
Customer relationships
15
$
3,800
$
(
1,520
)
$
2,280
$
3,800
$
(
1,394
)
$
2,406
Trademarks
10
14,400
(
1,080
)
13,320
14,400
(
360
)
14,040
Total intangible assets, net
$
18,200
$
(
2,600
)
$
15,600
$
18,200
$
(
1,754
)
$
16,446
Amortization expense in the thirte
en and twenty-six weeks ended June 28, 2025 was approximately $
0.4
million and $
0.8
million.
The Company expects to record future amortization expense as follows:
During the thirteen and twenty-six weeks ended June 28, 2025, the Company produced approximately
76
% and
80
%, respectively, of its domestic volume at Company-owned production facilities. During the thirteen and twenty-six weeks ended June 29, 2024, the Company produced approximately
69
% and
75
%, respectively, of its domestic volume at Company-owned production facilities. In the normal course of its business, the Company has historically entered into various production arrangements with other beverage companies. Pursuant to these arrangements, the Company generally supplies raw materials and packaging to those companies and incurs conversion fees for labor at the time the liquid is produced and packaged.
The Company currently has production services agreements with subsidiaries of City Brewing Company, LLC (“City Brewing”). During the thirteen and twenty-six weeks ended June 28, 2025, City Brewing supplied approximately
24
% and
20
%, respectively, of the Company’s domestic shipment volume. During the thirteen and twenty-six weeks ended June 29, 2024, City Brewing supplied approximately
31
% and
25
%, respectively, of the Company’s domestic shipment volume. In accordance with the production services agreement, the Company has made payments to City Brewing which were principally used for capital improvements at City Brewing facilities. These payments are being expensed over the terms of the agreements. Currently, certain of these production services agreements expire on
December 31, 2025
and others on
December 31, 2028
. The Company has the
contractual right to extend its agreements with City Brewing beyond the current termination dates on an annual basis through December 31, 2035.
During the twenty-six weeks ended June 28, 2025 and June 29, 2024, third-party production prepayment expense was $
5.2
million and $
10.4
million, respectively. The remaining net book value of these third-party production prepayments is $
9.3
million as of June 28, 2025 of which $
5.2
million is expected to be expensed to cost of goods sold during the remainder of 2025, with the balance expected to be expensed thereafter.
These City Brewing agreements include a minimum capacity availability commitment by City Brewing and the Company is obligated to meet annual minimum volume commitments and is subject to contractual shortfall fees, if these annual minimum volume commitments are not met.
In January of 2024, the Company and City Brewing entered into a Loan and Security agreement at which time payment of $
20
million was made by the Company to City Brewing. Repayment of the note receivable plus an agreed investment return for a combined total of $
22.4
million shall be repaid to the Company subject to annual repayment limits. As of June 28, 2025, the balance of the note receivable was $
10.9
million and the final maturity date is
December 31, 2028
.
In December of 2024, the Company announced an amendment and restatement in its entirety of an existing production agreement with a third-party supplier, Rauch North America Inc ("Rauch"). This amendment adjusted the existing production agreement to better match the Company’s future capacity requirements and resulted in increased production flexibility and more favorable termination rights to the Company in exchange for a $
26
million cash payment to Rauch which was paid on December 23, 2024. As a result of the payment, the Company recorded a pre-tax contract settlement expense of $
26
million in the fourth quarter of 2024.
The amended and restated Rauch agreement includes quarterly minimum payments that total $
4.1
million annually at zero volume and a termination fee of $
5
million with 12 months written notice. The initial term of the agreement expires on December 31, 2031 with provisions to extend.
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 28, 2025, the Company incurred $
5.7
million and $
6.5
million, respectively, in shortfall fees. During the thirteen weeks and twenty-six weeks ended June 29, 2024, the Company incurred $
3.0
million and $
4.0
million, respectively, in shortfall fees.
At current volume projections, the Company anticipates that it will recognize approximately $
33
million of shortfall fees in the future with $
11
million forecasted to be expensed in the remainder of 2025 and $
22
million expected to be expensed in future years thereafter, primarily in 2026.
As of June 28, 2025, if volume for the remaining term of the production arrangements was zero, the total contractual shortfall fees, with advance notice as specified in the related contractual agreements, would total approximately $
33
million with $
21
million due in the remainder of 2025 and $
12
million due in future years thereafter.
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.
The Company and City Brewing entered into a Loan and Security agreement on January 2, 2024 at which time payment of $
20
million was made by the Company to City Brewing. Repayment of the note receivable plus an agreed investment return for a combined total of $
22.4
million shall be credited to the Company through reductions of shortfall fees, subject to annual repayment limits and through other payments or credits, should owed shortfall fees be lower than these annual repayment limits. The annual repayment limits are
$
7.5
million in 2025 and $
10.0
million in 2026 and thereafter. The final maturity date of the loan is
December 31, 2028
.
The Company determined the fair value of the note receivable on the issuance date to be $
18.6
million. The $
1.4
million difference between the cash paid to City Brewing of $
20.0
million and the fair value of the note of $
18.6
million on issuance date has been recorded as a third-party production prepayment asset and will be recognized as a component of cost of goods sold over the term of the third-party production arrangement. The unamortized balance was $
0.7
million as of June 28, 2025. Interest income on the note receivable is being recognized over the term of the loan, which is to be repaid in full no later than
December 31, 2028
.
As of June 28, 2025, the Company had $
10.9
million fair value remaining on the note receivable.
H. Net Income per Share
The Company calculates net income per share using the two-class method, which requires the Company to allocate net income to its Class A Common Shares, Class B Common Shares and unvested share-based payment awards that participate in dividends with common stock, in the calculation of net income per share.
The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) certain future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) certain alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets.
The Class B Common Stock has full voting rights, including the right to (1) elect a majority of the members of the Company’s Board of Directors and (2) approve all (a) amendments to the Company’s Articles of Organization, (b) mergers or consolidations with, or acquisitions of, other entities, (c) sales or dispositions of any significant portion of the Company’s assets, and (d) equity-based and other executive compensation and other significant corporate matters. The Company’s Class B Common Stock is not listed for trading. Each share of the Class B Common Stock is freely convertible into one share of Class A Common Stock, upon request of the respective Class B holder, and participates equally in dividends.
The Company’s unvested share-based payment awards include unvested shares (1) issued under the Company’s investment share program, which permits employees who have been with the Company for at least
one year
to purchase shares of Class A Common Stock and to purchase those shares at a discount ranging from
20
% to
40
% below market value based on years of employment starting after
two years
of employment, and (2) awarded as restricted stock units at the discretion of the Company’s Board of Directors. The investment shares vest over
five years
in equal number of shares and the restricted stock units generally vest over
four years
in equal number of shares. If a dividend is declared, the unvested shares would participate equally. See Note M for a discussion of the current year unvested stock awards and issuances.
Included in the computation of net income per diluted common share are dilutive outstanding stock options and restricted stock that are vested or expected to vest. At its discretion, the Board of Directors grants stock options and restricted stock units to senior management and certain key employees. The terms of the employee stock options are determined by the Board of Directors at the time of grant. To date, stock options granted to employees vest over various service periods and/or based on the attainment of certain performance criteria and generally expire after ten years. The restricted stock units generally vest over
four years
in equal number of shares. Each restricted stock unit represents an unfunded and unsecured right to receive one share of Class A Stock upon satisfaction of the vesting criteria.
The unvested shares participate equally in dividends, if declared, and are forfeitable. The Company also grants stock options and restricted stock units to its non-employee directors upon election or re-election to the Board of Directors. The number of option shares granted to non-employee directors is calculated based on a defined formula and these stock options vest immediately upon grant and expire after ten years. The restricted stock units granted to non-employee directors vest immediately upon grant.
The Company calculates diluted net income per share for common stock using the more dilutive of (1) the treasury stock method, or (2) the two-class method, which assumes the participating securities are not exercised.
The following table sets forth the computations of diluted net income per share, assuming the conversion of all Class B Common Stock into Class A Common Stock for the thirteen and twenty-six w
eeks ended June 28, 2025 and for the thirteen and twenty-six weeks ended June 29, 2024:
Thirteen weeks ended
June 28, 2025
June 29, 2024
Earnings to
Common
Shareholders
Common
Shares
EPS
Earnings to
Common
Shareholders
Common
Shares
EPS
(in thousands, except per share data)
As reported - basic
$
48,993
8,990
$
5.45
$
43,116
9,801
$
4.40
Add: effect of dilutive common
shares
Share-based awards
—
9
—
19
Class B Common Stock
11,269
2,068
9,097
2,068
Net effect of unvested participating
shares
—
—
—
—
Net income per common share -
diluted
$
60,262
11,067
$
5.45
$
52,213
11,888
$
4.39
Twenty-six weeks ended
June 28, 2025
June 29, 2024
Earnings to
Common
Shareholders
Common
Shares
EPS
Earnings to
Common
Shareholders
Common
Shares
EPS
(in thousands, except per share data)
As reported - basic
$
68,927
9,086
$
7.59
$
53,575
9,881
$
5.42
Add: effect of dilutive common
shares
Share-based awards
—
9
—
22
Class B Common Stock
15,689
2,068
11,213
2,068
Net effect of unvested participating
shares
—
—
-
—
Net income per common share -
diluted
$
84,616
11,163
$
7.58
$
64,788
11,971
$
5.41
For the thirteen and twenty-six weeks ended June 28, 2025, in accordance with the two-class method, weighted-average stock options to purchase
199,197
and
184,176
shares, respectively, were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase
36,929
shares of Class A Common Stock were outstanding as of June 28, 2025 but not included in computing diluted income per common share because the performance criteria were not met as of the end of the reporting period
.
For the thirteen weeks and twenty-six weeks ended June 29, 2024, in accordance with the two-class method, weighted-average stock options to purchase
135,712
and
123,653
shares, respectively, were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase
10,843
shares of Class A Common Stock were outstanding as of June 29, 2024 but not included in computing diluted income per common share because the performance criteria were not met as of the end of the reporting period.
As of June 28
, 2025, projected cash outflows under non-cancellable contractual obligations are as follows:
Commitments
(in thousands)
Brand support
$
102,034
Ingredients and packaging (excluding hops and malt)
53,576
Hops and malt
39,554
Equipment and machinery
29,730
Other
27,560
Total commitments
$
252,454
The Company expects to pay $
168.8
million of these obligations in the remainder of fiscal 2025, $
27.1
million in fiscal 2026, $
14.2
million in fiscal 2027, and
$
42.3
million in fiscal 2028 and thereafter. The co
mmitment amounts exclude any impact related to the tariff programs announcement by the U.S. government to date.
Litigation
The Company is party to legal proceedings and claims, where significant damages are asserted against it. Given the inherent uncertainty of litigation, it is possible that the Company could incur liabilities as a consequence of these claims, which may or may not have a material adverse effect on the Company’s financial condition or the results of its operations. The Company accrues loss contingencies if, in the opinion of management and its legal counsel, the risk of loss is probable and able to be estimated. Material pending legal proceedings are discussed below.
Supplier Dispute. On December 31, 2022, Ardagh Metal Packaging USA Corp. (“Ardagh”) filed an action against the Company alleging, among other things, that the Company had failed or would fail to purchase contractual minimum volumes of certain aluminum beverage can containers in 2021 to 2026. The Company filed an Amended Answer, Amended Affirmative Defenses and Amended Counterclaims on March 25, 2024.
On November 9, 2023, Ardagh filed a Notice of Plaintiff’s Motion for Judgment on the Pleadings on Count II of the Complaint, to which the Company filed an Opposition on November 22, 2023. On February 26, 2024, the Court granted the Motion. On March 27, 2024, the Company filed a Motion to Clarify and to Reconsider the Court’s decision. Following briefing by the parties, on June 17, 2024, the Court granted the Company's Motion to Reconsider, denied Ardagh's Motion for Judgment on the Pleadings, and vacated its February 26, 2024 Order.
The Court set a fact discovery deadline of November 25, 2024 with some discovery motions still pending. The Court also set an expert discovery deadline of May 30, 2025. Ardagh has filed a Motion for Partial Summary Judgment on certain liability issues. The Company also has filed a Motion for Partial Summary judgment on certain liability and damage issues. Briefing on the Company's Motion for Partial Summary Judgment is expected to be complete on August 4, 2025. The Court has not set a date for expert motion filings or trial. The Company denies that it breached the terms of the parties’ contract and intends to defend against the Ardagh claims vigorously.
The following table provides a summary of the income tax provision for the thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024:
Thirteen weeks ended
Twenty-six weeks ended
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
Effective tax rate
28.1
%
28.6
%
29.2
%
29.5
%
The decrease in the tax rate for the thirteen and twenty-six weeks ended June 28, 2025 as compared to the thirteen and twenty-six weeks ended June 29, 2024 is primarily due to a change in the impact of non-deductible stock compensation expense.
As of both June 28, 2025 and December 28, 2024, the Company had approximately $
0.5
million of unrecognized income tax benefits.
The Company’s practice is to classify interest and penalties related to income tax matters in income tax expense. As of June 28, 2025 and December 28, 2024, the Company had approximately $
0.1
million
accrued for interest and penalties recorded in other liabilities.
The Company's federal income tax returns remain subject to examination for
three years
.
The Company’s state income tax returns remain subject to examination for
three
or
four years
depending on the state’s statute of limitations. The Company is not currently under any income tax audits as of June 28, 2025.
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”). Under ASU 2023-09—
Income Taxes
(Topic 740)
entities are required to recognize the effects of new income tax legislation in the interim period in which the law was enacted, which for the Company will be the thirteen weeks ending September 27, 2025. The Company is currently evaluating the impact this legislation will have on its consolidated financial statements.
K. Line of Credit
In December 2022, the Company amended its credit facility in place that provides for a $
150.0
million revolving line of credit to extend the maturity date to
December 16, 2027
. Under the terms of the amended agreement, the Company may elect an interest rate for borrowings under the credit facility based on the applicable secured overnight financing rate ("
SOFR
") plus
1.1
%. As of June 28, 2025,
no
borrowings were outstanding. As of June 28
, 2025 and December 28, 2024, the Company was not in violation of any of its financial covenants to the lender under the credit facility and the unused balance of $
150.0
million on the line of credit was available to the Company for future borrowings.
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).
•
Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
•
Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
•
Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.
The Company’s cash and cash equivalents are held in money market funds. These money market funds are measured at fair value on a recurring basis (at least annually) and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The money market funds are invested substantially in United States Treasury and government securities. 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.
As of June 28, 2025 and December 28, 2024, the Company had money ma
rket 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 28, 2025 and December 28, 2024, the Company’s cash and cash equivalents balance was $
212.4
million and $
211.8
million, respectively, including money market funds amounting to $
203.8
million and $
203.1
million, respectively.
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.
Information related to stock options under the Restated Employee Equity Incentive Plan and the Equity Plan for Non-Employee Directors is summarized as follows:
Shares
Weighted-
Average
Exercise Price
Weighted-
Average
Remaining
Contractual
Term in Years
Aggregate
Intrinsic
Value
(in thousands)
Outstanding at December 28, 2024
209,794
$
358.48
Granted
80,195
243.63
Exercised
-
-
Forfeited/ Expired
(
2,820
)
262.25
Outstanding at June 28, 2025
287,169
$
327.35
5.94
$
514
Exercisable at June 28, 2025
149,301
$
348.09
3.73
$
514
Vested and expected to vest at June 28, 2025
262,662
$
333.17
5.63
$
514
Of the total options outstanding as of June 28, 2025,
40,103
shares were performance-based options for which the performance criteria had yet to be achieved.
On March 1, 2025, the Company granted options to purchase an aggregate of
76,919
shares of the Company’s Class A Common Stock
to certain officers and other members of senior management
. These options have a weighted average fair value and exercise price per share of $
117.00
and $
243.77
, respectively.
On May 14, 2025, the Company granted options to purchase an aggregate of
3,276
shares of the Company’s Class A Common Stock to the Company’s non-employee Directors. All of the options vested immediately on the date of the grant. These options have a fair value and exercise price per share of $
119.06
and $
240.26
, respectively.
Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:
Information related to vesting activities of restricted stock units and investment share program under the Restated Employee Equity Incentive Plan and restricted stock units under the Equity Plan for Non-Employee Directors is summarized as follows:
Number of Shares
Weighted Average Fair Value
Non-vested at December 28, 2024
164,551
$
328.88
Granted
125,457
234.14
Vested
(
42,120
)
358.39
Forfeited
(
23,336
)
304.64
Non-vested at June 28, 2025
224,552
$
272.94
Of the total non-vested shares as of June 28, 2025,
85,209
shares were performance-based shares for which the performance criteria had yet to be achieved.
On March 1, 2025, the Company granted a combined
111,580
shares of restricted stock units to certain officers, other member of senior management and key employees. Of the restricted stock units granted,
61,182
had performance-based vesting criteria. The remainder of restricted stock units granted on March 1, 2025 vest ratably over service periods of
four years
. Additionally, on March 1, 2025, employees elected to purchase a combined
12,251
shares under the Company’s investment share program. The weighted average fair value of the restricted stock units and investment shares, which are sold to employees at discount under its investment share program, was $
243.77
and $
145.64
per share, respectively.
On May 14, 2025, the Company granted a combined
1,626
shares of restricted stock units to the Company’s non-employee Directors, of which all shares vest one year from the grant date. The fair value of the restricted stock units was $
240.26
per share.
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 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
(in thousands)
(in thousands)
Amounts included in advertising, promotional and selling expenses
$
1,764
$
1,465
$
4,005
$
3,930
Amounts included in general and administrative expenses
3,290
2,416
6,919
7,078
Total stock-based compensation expense
$
5,054
$
3,881
$
10,924
$
11,008
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 $
400.0
million, increasing the limit from $
1.2
billion to $
1.6
billion. The Board of Directors did not specify a date upon which the total authorization would expire and, in the future, can further increase the authorized amount. Share repurchases under this program for the periods included herein were effected through open market transactions.
During the thirteen and twenty-six weeks ended June 28, 2025, the Company repurchased and subsequently retired
217,426
and
418,673
shares of its Class A Common Stock, respectively, for an aggregate purchase price of $
49.9
million and $
99.1
million, respectively. As of June 28, 2025, the Company had repurchased a cumulative total of approximately
15.3
million shares of its Class A Common Stock for an aggregate purchase price of approximately $
1.27
billion and had approximately $
328
million remaining on the $
1.6
billion stock repurchase expenditure limit set by the Board of Directors.
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources in assessing performance. The Company has
one
operating segment and
one
reportable segment
that produces and sells alcohol beverages under various brands. All brands are predominantly beverages that are manufactured using similar production processes, have comparable alcohol content, generally fall under the same regulatory environment, and are sold to the same types of customers in similar size quantities at similar price points, with similar profit margins, and through the same channels of distribution.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
The CODM assesses performance for the segment based on net income, which is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The table below summarizes the Company’s measures of segment net income that the CODM considered in determining how to allocate resources and assess segment performance for the thirteen and twenty-six weeks ended June 28, 2025, and June 29, 2024
Thirteen weeks ended
Twenty-six weeks ended
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
(in thousands)
(in thousands)
Net revenue
$
587,949
$
579,098
$
1,041,816
$
1,005,149
Less:
Cost of goods sold
295,431
312,640
530,035
552,343
Salaries and benefits expenses
58,739
63,155
126,747
135,305
Advertising, promotional, and selling expenses (excluding salaries and benefits)
124,359
106,373
222,693
186,177
General and administrative expenses (excluding salaries and benefits)
22,366
22,720
41,511
41,425
Impairment of brewery assets
4,985
3,395
4,985
3,731
Interest income, net
(
2,294
)
(
2,946
)
(
4,625
)
(
6,439
)
Other expense, net
309
440
574
478
Income tax provision
23,621
20,982
35,051
27,193
Segment net income
$
60,433
$
52,339
$
84,845
$
64,936
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
ten years
with renewal options. The total payments due under the initial ten-year term is $
3.6
million.
Total related parties expense recognized related to the lease was $
91,000
for the thirteen weeks ended June 28, 2025 and June 29, 2024. Additionally, the Company incurred expenses of less than $
25,000
to various other suppliers affiliated with the Dogfish Head founders during the thirteen weeks ended June 28, 2025 and June 29, 2024. Total related parties expense recognized related to the lease was $
183,000
for the twenty-six weeks ended June 28, 2025 and June 29, 2024. Additionally, the Company incurred expenses of less than $
50,000
to various other suppliers affiliated with the Dogfish Head founders during the twenty-six weeks ended June 28, 2025 and July 29, 2024
.
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 28, 2025, as compared to the thirteen and twenty-six week period ended June 29, 2024. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements of the Company and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
RESULTS OF OPERATIONS
Thirteen Weeks Ended June 28, 2025 compared to Thirteen Weeks Ended June 29, 2024
Thirteen Weeks Ended
(in thousands, except per barrel)
June 28,
2025
June 29,
2024
Amount
change
% change
Per barrel
change
Per barrel
% change
Barrels sold
2,144
2,162
(18
)
(0.8
)%
Per barrel
% of net
revenue
Per barrel
% of net
revenue
Net revenue
$
587,949
$
274.23
100.0
%
$
579,098
$
267.85
100.0
%
$
8,851
1.5
%
$
6.38
2.4
%
Cost of goods
295,431
137.79
50.2
%
312,640
144.61
54.0
%
(17,209
)
(5.5
)%
(6.82
)
(4.7
)%
Gross profit
292,518
136.44
49.8
%
266,458
123.24
46.0
%
26,060
9.8
%
13.20
10.7
%
Advertising, promotional, and selling expenses
159,713
74.49
27.2
%
144,224
66.71
24.9
%
15,489
10.7
%
7.78
11.7
%
General and administrative expenses
45,751
21.34
7.8
%
48,024
22.21
8.3
%
(2,273
)
(4.7
)%
(0.87
)
(3.9
)%
Impairment of brewery assets
4,985
2.33
0.8
%
3,395
1.57
0.6
%
1,590
46.8
%
0.76
48.4
%
Total operating expenses
210,449
98.16
35.8
%
195,643
90.49
33.8
%
14,806
7.6
%
7.67
8.5
%
Operating income
82,069
38.28
14.0
%
70,815
32.75
12.2
%
11,254
15.9
%
5.53
16.9
%
Other income
1,985
0.93
0.3
%
2,506
1.16
0.4
%
(521
)
(20.8
)%
(0.23
)
(19.8
)%
Income before income tax provision
84,054
39.21
14.3
%
73,321
33.91
12.7
%
10,733
14.6
%
5.30
15.6
%
Income tax provision
23,621
11.02
4.0
%
20,982
9.70
3.6
%
2,639
12.6
%
1.32
13.6
%
Net income
$
60,433
$
28.19
10.3
%
$
52,339
$
24.21
9.0
%
$
8,094
15.5
%
$
3.98
16.4
%
Net revenue.
Net revenue increased by $8.9 million, or 1.5%, to $587.9 million for the thirteen weeks ended June 28, 2025, as compared to $579.1 million for the thirteen weeks ended June 29, 2024 primarily due to increased pricing of $7.1 million, and favorable product mix of $6.8 million, partially offset by decreased sales volume impacts of $5.0 million.
Volume.
Total shipment volume decreased by 0.8% to 2,144,000 barrels for the thirteen weeks ended June 28, 2025, as compared to 2,162,000 barrels for the thirteen weeks ended June 29, 2024, primarily due to declines in Truly Hard Seltzer and Samuel Adams brands that were only partially offset by growth in the Company’s Sun Cruiser and Dogfish Head brands.
The Company believes distributor inventory as of June 28, 2025 were at appropriate levels and averaged approximately four and one half weeks on hand which is within our target wholesaler inventory levels of four to five weeks for our peak summer season. At the end of June 2024 wholesaler inventory levels were below target at three and one half weeks due to not fully shipping into improving demand in the latter weeks of June 2024
Net revenue per barrel.
Net revenue per barrel increased by 2.4% to $274.23 per barrel for the thirteen weeks ended June 28, 2025, as compared to $267.85 per barrel for the comparable period in 2024, primarily due to increased pricing and favorable product mix.
Cost of goods sold.
Cost of goods sold was $137.79 per barrel for the thirteen weeks ended June 28, 2025, as compared to $144.61 per barrel for the thirteen weeks ended June 29, 2024. The 2025 decrease in cost of goods sold of $6.82, or 4.7% per barrel was primarily due to improved brewery efficiencies of $13.9 million, or $6.48 per barrel, contract renegotiations and recipe optimization savings of $10.5 million, or $4.90 per barrel, and lower third-party production costs of $2.4 million, or $1.12 per barrel, partially offset by inflationary impacts of $8.5 million, or $3.97 per barrel and increases in inventory obsolescence of $3.7 million, or $1.73 per barrel.
Inflationary impacts of $8.5 million consist primarily of increased raw material costs of $7.2 million, inclusive of $2.6 million impact from tariffs, and increased internal brewery costs of $1.3 million.
Gross profit.
Gross profit was $136.44 per barrel for the thirteen weeks ended June 28, 2025, as compared to $123.24 per barrel for the thirteen weeks ended June 29, 2024.
The Company includes freight charges related to the movement of finished goods from its manufacturing locations to distributor locations in its advertising, promotional and selling expense line item. As such, the Company’s gross margins may not be comparable to those of other entities that classify costs related to distribution differently.
Advertising, promotional, and selling expenses.
Advertising, promotional and selling expenses increased by $15.5 million, or 10.7%, to $159.7 million for the thirteen weeks ended June 28, 2025, as compared to $144.2 million for the thirteen weeks ended June 29, 2024. Brand and selling costs increased by $16.4 million primarily due to increased brand investments in media. Freight to distributors decreased by $0.9 million primarily due to decreased shipment volumes.
Advertising, promotional and selling expenses were 27.2% of net revenue, or $74.49 per barrel, for the thirteen weeks ended June 28, 2025, as compared to 24.9% of net revenue, or $66.71 per barrel, for the thirteen weeks ended June 29, 2024. This increase per barrel is primarily due to increased brand media investments. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.
The Company conducts certain advertising and promotional activities in its distributors’ markets, and the distributors make contributions to the Company for such efforts. These amounts are included in the Company’s condensed consolidated statements of comprehensive operations as reductions to advertising, promotional and selling expenses. Historically, contributions from distributors for advertising and promotional activities have amounted to between 2% and 3% of net sales. The Company may adjust its promotional efforts in the distributors’ markets, if changes occur in these promotional contribution arrangements, depending on industry and market conditions.
General and administrative expenses.
General and administrative expenses decreased by $2.3 million, or 4.7%, to $45.8 million for the thirteen weeks ended June 28, 2025, as compared to $48.0 million for the thirteen weeks ended June 29, 2024, primarily due to a decrease in salaries and benefits costs including lower incentive compensation.
Impairment of brewery assets.
Impairment of brewery assets of $5.0 million increased by $1.6 million from the comparable period of 2024, due to higher write-offs of equipment at third party and Company-owned production facilities.
Income tax provision.
The Company's effective tax rate of 28.1% decreased from 28.6% in the prior year. The lower rate in the second quarter of 2025 was due to a change in the impact of non-deductible stock compensation expense.
Twenty-Six Weeks Ended June 28, 2025 compared to Twenty-Six Weeks Ended June 29, 2024
Twenty-Six Weeks Ended
(in thousands, except per barrel)
June 28,
2025
June 29,
2024
Amount
change
% change
Per barrel
change
Per barrel
% change
Barrels sold
3,820
3,754
66
1.7
%
Per barrel
% of net
revenue
Per barrel
% of net
revenue
Net revenue
$
1,041,816
$
272.73
100.0
%
$
1,005,149
$
267.73
100.0
%
$
36,667
3.6
%
$
5.00
1.9
%
Cost of goods
530,035
138.75
50.9
%
552,343
147.12
55.0
%
(22,308
)
(4.0
)%
(8.37
)
(5.7
)%
Gross profit
511,781
133.98
49.1
%
452,806
120.61
45.0
%
58,975
13.0
%
13.37
11.1
%
Advertising, promotional, and selling expenses
297,249
77.81
28.5
%
264,499
70.45
26.3
%
32,750
12.4
%
7.36
10.4
%
General and administrative expenses
93,702
24.53
9.0
%
98,408
26.21
9.8
%
(4,706
)
(4.8
)%
(1.68
)
(6.4
)%
Impairment of brewery assets
4,985
1.30
0.5
%
3,731
0.99
0.4
%
1,254
33.6
%
0.31
31.3
%
Total operating expenses
395,936
103.64
38.0
%
366,638
97.65
36.5
%
29,298
8.0
%
5.99
6.1
%
Operating income
115,845
30.34
11.1
%
86,168
22.96
8.6
%
29,677
34.4
%
7.38
32.1
%
Other income
4,051
1.06
0.4
%
5,961
1.59
0.6
%
(1,910
)
(32.0
)%
(0.53
)
(33.3
)%
Income before income tax provision
119,896
31.40
11.5
%
92,129
24.55
9.2
%
27,767
30.1
%
6.85
27.9
%
Income tax provision
35,051
9.18
3.4
%
27,193
7.24
2.7
%
7,858
28.9
%
1.94
26.8
%
Net income
$
84,845
$
22.22
8.1
%
$
64,936
$
17.31
6.5
%
$
19,909
30.7
%
$
4.91
28.4
%
Net revenue.
Net revenue increased by $36.7 million, or 3.6%, to $1.042 billion for the twenty-six weeks ended June 28, 2025, as compared to $1.005 billion for the twenty-six weeks ended June 29, 2024,
primarily due to increased volume of $17.6 million, increased pricing of $12.2 million, and favorable product mix of $8.3 million.
Volume.
Total shipment volume increased by 1.7% to 3,820,000 barrels for the twenty-six weeks ended June 28, 2025, as compared to 3,754,000 barrels for the twenty-six weeks ended June 29, 2024, primarily due to increases in Sun Cruiser and Twisted Tea brands that were partially offset by declines in Truly Hard Seltzer and Samuel Adams brands.
Net revenue per barrel.
Net revenue per barrel increased by 1.9% to $272.73 per barrel for the twenty-six weeks ended June 28, 2025, as compared to $267.73 per barrel for the comparable period in 2024, primarily due to pricing and favorable product mix.
Cost of goods sold.
Cost of goods sold was $138.75 per barrel for the twenty-six weeks ended June 28, 2025, as compared to $147.12 per barrel for the twenty-six weeks ended June 29, 2024. The 2025 decrease in cost of goods sold of $8.37, or 5.7% per barrel was primarily due to improved brewery efficiencies of $23.8 million, or $6.23 per barrel, contract renegotiations and recipe optimization savings of $20.4 million, or $5.34 per barrel, and lower third-party production costs of $4.0 million, or $1.06 per barrel, partially offset by inflationary impacts of $14.6 million, or $3.82 per barrel and increases in inventory obsolescence of $1.3 million, or $0.34 per barrel.
Inflationary impacts of $14.6 million consist primarily of increased raw material costs of $11.4 million, inclusive of $2.6 million impact from tariffs, and increased internal brewery costs of $3.2 million.
Gross profit.
Gross profit was $133.98 per barrel for the twenty-six weeks ended June 28, 2025, as compared to $120.61 per barrel for the twenty-six weeks ended June 29, 2024.
Advertising, promotional, and selling expenses.
Advertising, promotional and selling expenses increased by $32.8 million, or 12.4%, to $297.2 million for the twenty-six weeks ended June 28, 2025, as compared to $264.5 million for twenty-six weeks ended June 29, 2024. Brand and selling costs increased by $32.1 million primarily due to increased brand investments in media. Freight to distributors increased by $0.7 million primarily due to increased shipment volumes.
Advertising, promotional and selling expenses were 28.5% of net revenue, or $77.81 per barrel, for the twenty-six weeks ended June 28, 2025, as compared to 26.3% of net revenue, or $70.45 per barrel, for the twenty-six weeks ended June 29, 2024.
This increase per barrel is primarily due to increase in brand and media spend. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.
General and administrative expenses.
General and administrative expenses decreased by $4.7 million, or 4.8%, to $93.7 million for the twenty-six weeks ended June 28, 2025, as compared to $98.4 million for the twenty-six weeks ended June 29, 2024, primarily due to a decrease in salaries and benefits costs including lower incentive compensation.
Impairment of brewery assets.
Impairment of brewery assets of
$5.0 million increased by $1.3 million
from the comparable period of 2024, due to higher write-offs of equipment at third party and Company-owned production facilities.
Income tax provision.
The Company’s effective tax rate of 29.2% decreased from 29.5% in the prior year. The decrease is primarily due to a change in the impact of non-deductible stock compensation expense.
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 $212.4 million as of June 28, 2025 from $211.8 million as of December 28, 2024, primarily reflecting cash provided by operating activities and partially offset by the repurchases of the Company's Class A common stock.
Cash provided by operating activities consists of net income, adjusted for certain non-cash items, such as depreciation and amortization, stock-based compensation expense, and other non-cash items included in operating results, and changes in operating assets and liabilities, such as accounts receivable, inventory, accounts payable, and accrued expenses.
Cash provided by operating activities for the twenty-six weeks ended June 28, 2025 was comprised of net income of $84.8 million and non-cash items of $42.1 million, partially offset by net outflows for operating assets and liabilities of $1.5 million. Cash provided by operating activities for the twenty-six weeks ended June 29, 2024 was comprised of net income of $64.9 million and non-cash items of $65.8 million, partially offset by net a net increase in operating assets and liabilities of $39.6 million. The increase in cash provided by operating activities for the twenty-six weeks ended June 28, 2025 compared to June 29, 2024 is primarily due to higher net income and lower accounts receivable and inventory balances as of June, 28, 2025 when compared to June 29, 2024.
The Company used $24.1 million in investing activities during the twenty-six weeks ended June 28, 2025, as compared to $56.1 million during the twenty-six weeks ended June 29, 2024. The decrease in investing activity cash outflows is due to a $20.0 million note receivable issued in the prior year. For both periods, capital investments were made mostly in the Company’s production facilities to drive efficiencies and cost reductions and support product innovation and future growth.
Cash used in financing activities was $103.7 million during the twenty-six weeks ended June 28, 2025, as compared to $114.2 million during the twenty-six weeks ended June 29, 2024. The financing activity cash outflows in 2025 and 2024 comprised mostly of the repurchases of the Company's Class A common stock in the period.
During the period from December 29, 2024 through July 18, 2025, the Company repurchased and subsequently retired 476,380 shares of its Class A Common Stock for an aggregate purchase price of $110.5 million. As of July 18, 2025, the Company had repurchased a cumulative total of approximately 15.4 million shares of its Class A Common Stock for an aggregate purchase price of approximately $1.28 billion and had approximately $317 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 28, 2025 of $212.4 million, along with its projected future operating cash flow and its unused line of credit balance of $150.0 million, will be sufficient to fund future cash requirements. The Company’s $150.0 million credit facility has a term not scheduled to expire until December 16, 2027. As of the date of this filing, the Company was not in violation of any of its covenants to the lender under the credit facility.
There were no material changes to the Company’s critical accounting policies during the thirteen weeks and twenty-six weeks ended June 28, 2025.
MARKET CONDITIONS AND TRENDS
Based on the information currently available and tariff programs announced by the U.S. government as of July 18, 2025, the Company estimates tariffs will have an unfavorable cost impact for the full year 2025 of approximately $15 to $20 million or $0.96 to $1.28 earnings per diluted share. These estimates include an unfavorable gross margin impact of between 70 to 100 basis points.
During the thirteen weeks and twenty-six weeks ended June 28, 2025, the Company incurred $3.0 million in tariff costs, of which $2.6 million impacted gross margin.
FORWARD-LOOKING STATEMENTS
In this Quarterly Report on Form 10-Q and in other documents incorporated herein, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions, are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect subsequent events or circumstances. Forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include the factors set forth in this Quarterly Report on Form 10-Q and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024
.
Item 3. QUANTITATIVE AND QUALITAT
IVE DISCLOSURES ABOUT MARKET RISK
Since December 28, 2024, there have been no significant changes in the Company’s exposures to interest rate or foreign currency rate fluctuations. The Company currently does not enter into derivatives or other market risk sensitive instruments for the purpose of hedging or for trading purposes.
Item 4. CONTROLS
AND PROCEDURES
As of June 28, 2025, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June 28, 2025 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting that occurred during the thirteen weeks ended June 28, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
For information regarding the Company's legal proceedings, refer to Note I of the Condensed Consolidated Financial Statements.
Item 1A. RI
SK FACTORS
In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition and/or operating results. There has been no material change in the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, with the exception of the addition of the following risk factor:
The Company may be adversely impacted by recently announced tariff programs
The Company sources some of its goods and services from countries impacted from the tariff programs announced by the U.S. government and expects these tariffs to have an adverse effect on the Company’s business and financial results during the 2025 fiscal year and possibly beyond. The Company has reviewed its supply chain and business and based on information currently available, the Company believes the primary impact of these tariffs will be higher costs of ingredients, packaging, promotional materials and capital equipment which are currently sourced from Canada, European Union, China, and Mexico. The Company has estimated the higher costs due to tariffs and the impact to its statement of operations in the 2025 fiscal year will be between $15 million and $20 million. These estimates could materially change and the Company will closely monitor the tariff environment and continue to evaluate and explore opportunities to mitigate these negative impacts but there is no guarantee that these efforts will be effective.
In addition, 6% of the Company’s revenue is from countries outside the United States with the majority of this revenue in Canada. The Company currently produces most of its Canadian volume in Canada and currently estimates that its supply chain in Canada is not expected to experience significantly higher costs due to the recently announced tariff programs.
The Company’s U.S. and international businesses could also be negatively impacted if tariffs result in changes in consumer demand or cause currency related impacts. The Company’s estimate of the impact of tariff costs does not reflect any potential impacts of tariffs on consumer demand or currency related impacts.
Item 2. UNREGISTERED SALES OF EQU
ITY SECURITIES AND USE OF PROCEEDS
In 1998, the Company's Board of Directors ("the Board") authorized the Company's share repurchase program. In October 2024, the Board authorized an increase in the share repurchase expenditure limit set for the program from $1.2 billion to $1.6 billion. The Board did not specify a date upon which the authorization would expire. Share repurchases for the periods included herein were effected through open market transactions.
As of July 18, 2025, the Company had repurchased a cumulative total of approximately 15.4
million shares of its Class A Common Stock for an aggregate purchase price of $1.28 billion and had $317 million remaining on the $1.6 billion share repurchase expenditure limit set by the Board.
During the twenty-six weeks ended June 28, 2025,
the Company repurchased and subsequently retired 419,329 shares of its Class A Common Stock, including 656
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
Purchased
Average Price Paid
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Plans
or Programs
(in thousands)
December 29, 2024 - February 1, 2025
67,075
$
265.00
66,968
$
409,783
February 2, 2025 - March 1, 2025
65,019
235.84
65,011
394,450
March 2, 2025 - March 29, 2025
69,531
232.87
69,268
378,310
March 30, 2025 - May 3, 2025
79,815
241.65
79,728
359,044
May 4, 2025 - May 31, 2025
63,971
239.62
63,970
343,714
June 1, 2025 - June 28, 2025
73,918
207.69
73,728
328,383
Total
419,329
$
236.72
418,673
$
328,383
As of July 18, 2025, the Company had 8.8 million shares of Class A Common Stock outstanding and 2.1 million shares of Class B Common Stock outstanding.
Item 3. DEFAULTS UPO
N SENIOR SECURITIES
Not Applicable
Item 4. MINE SAF
ETY DISCLOSURES
Not Applicable
Item 5. OTHER
INFORMATION
Insider Trading Arrangements
No
trading plans were adopted or terminated during the thirteen weeks ended June 28, 2025 by an executive officer or director that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or a non-Rule 10b5-1(c) trading agreement, except as follows:
Name and Title
Date of Adoption of Plan
Duration of Plan
Aggregate Number of Shares to Be Purchased or Sold Pursuant to Plan
Description of the Material Terms of the
Rule 10b5-1
Trading Arrangement
Vice President, Finance & Chief Accounting Officer
Matthew D. Murphy
May 5, 2025
August 4, 2025-December 31, 2025
4,155
Vested options to be exercised and sold over the duration of the plan
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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.
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