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United States securities and exchange commission logo
September 13, 2022
Frank Smalla
Chief Financial Officer
BOSTON BEER CO INC
One Design Center Place, Suite 850
Boston, MA 02210
Re: BOSTON BEER CO INC
Form 10-K for the
fiscal year ended December 25, 2021
Filed February 22,
2022
Form 10-Q for the
quarterly period ended June 25, 2022
Filed July 21, 2022
File No. 1-14092
Dear Mr. Smalla:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 25, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 32
1. Your risk factor
disclosure on page 21 indicates that supply constraints have impacted
your production
schedules and increased can cost, as a result of using a more expensive
supplier. In future
filings please specifically address whether these challenges have
materially impacted
your results of operations or capital resources and quantify, to the
extent possible, how
your sales, profits, and/or liquidity have been impacted.
Frank Smalla
FirstName LastNameFrank
BOSTON BEER CO INC Smalla
Comapany 13,
September NameBOSTON
2022 BEER CO INC
September
Page 2 13, 2022 Page 2
FirstName LastName
2. Your disclosure on page 33 references higher material costs
contributing to increased cost
of goods sold. In future filings, please identify the individual
material contributors to
changes in your cost structure and quantify the impact of each factor.
In this regard, we
note your disclosure on page 24 indicating that the cost of hops has
been rising in recent
years and your disclosure on page 25 indicating that increased energy
costs could increase
the costs of ingredients and supplies.
Form 10-Q for the quarterly period ended June 25, 2022
Notes to Condensed Consolidated Financial Statements
J. Income Taxes, page 14
3. We note you present an effective tax rate excluding the impact of ASU
2016-09, which
appears to be a non-GAAP measure. Please refer to the guidance in Item
10(e)(1)(ii)(C) of
Regulation S-K which addresses the presentation of non-GAAP measures
on the face of,
or in the notes to, your financial statements. Please revise your
future filings accordingly.
Also, revise your related disclosures on pages 20 and 22 in MD&A to
provide all
disclosures required by Item 10(e) of Regulation S-K.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 19
4. We refer to your discussion of cost of goods sold. In future filings
where you describe
two or more factors that contributed to a material change in a
financial statement line item
between periods, please quantify each material factor that contributed
to the overall
change in that line item. Refer to Item 303 of Regulation S-K and
Section III.D of SEC
Release No. 33-6835.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Mindy Hooker at (202) 551-3732 or Kevin Stertzel at (202)
551-
3723 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing