0000950170-23-015317 | 10-Q | XBRL Viewer

Commitments and Contingencies (Tables)

3 Months Ended

Apr. 01, 2023

Commitments and Contingencies Disclosure [Abstract]

As of April 1, 2023, projected cash outflows under non-cancelable contractual obligations are as follows:


	Commitments
	(in thousands)
Ingredients and packaging (excluding hops and malt)	$	111,522
Brand support		69,781
Hops and malt		37,919
Equipment and machinery		33,455
Other		14,532
Total commitments	$	267,209

Subsequent Events	3 Months Ended
Apr. 01, 2023
Subsequent Events [Abstract]
Subsequent Events	P. Subsequent Events The Company evaluated subsequent events occurring after the balance sheet date for additional disclosure. The Company concluded that there were no other events of which management was aware that occurred after the balance sheet date that would require any adjustment to or disclosure in the accompanying condensed consolidated financial statements.

Subsequent Events

3 Months Ended

Apr. 01, 2023

Subsequent Events [Abstract]

Subsequent Events

P. Subsequent Events

The Company evaluated subsequent events occurring after the balance sheet date for additional disclosure. The Company concluded that there were no other events of which management was aware that occurred after the balance sheet date that would require any adjustment to or disclosure in the accompanying condensed consolidated financial statements.

Net Loss per Share (Tables)

3 Months Ended

Apr. 01, 2023

Earnings Per Share [Abstract]

Computation of Net Loss Per Share, Basic

The following table sets forth the computation of basic net loss per share using the two-class method:


	Thirteen weeks ended
	April 1, 2023			March 26 2022
	(in thousands, except per share data)
Net loss	$	(8,956	)	$	(1,955	)
Allocation of net loss for basic:
Class A Common Stock	$	(7,434	)	$	(1,621	)
Class B Common Stock		(1,505	)		(329	)
Unvested participating shares		(17	)		(5	)
	$	(8,956	)	$	(1,955	)
Weighted average number of shares for basic:
Class A Common Stock		10,218			10,200
Class B Common Stock		2,068			2,068
Unvested participating shares		23			32
		12,309			12,300
Net loss per share for basic:
Class A Common Stock	$	(0.73	)	$	(0.16	)
Class B Common Stock	$	(0.73	)	$	(0.16	)

Computation of Net Loss Per Share, Diluted

The following table sets forth the computations of diluted net loss per share, assuming the conversion of all Class B Common Stock into Class A Common Stock for the thirteen weeks ended April 1, 2023 and March 26, 2022:


	Thirteen weeks ended
	April 1, 2023								March 26, 2022
	Earnings to Common Shareholders			Common Shares		EPS			Loss to Common Shareholders			Common Shares		EPS
	(in thousands, except per share data)
As reported - basic	$	(7,434	)		10,218	$	(0.73	)	$	(1,621	)		10,200	$	(0.16	)
Add: effect of dilutive common shares
Share-based awards		—			—					—			—
Class B Common Stock		(1,505	)		2,068					(329	)		2,068
Net effect of unvested participating shares		(17	)		23					(5	)		32
Net loss per common share - diluted	$	(8,956	)		12,309	$	(0.73	)	$	(1,955	)		12,300	$	(0.16	)

Licensing Agreements	3 Months Ended
Apr. 01, 2023
Licensing agreements [Abstract]
Licensing Agreements	M. Licensing Agreements Beam Suntory Licensing Agreement On July 14, 2021, the Company signed two collaboration agreements with Jim Beam Brands Co. (“Jim Beam”) to develop, market and sell alcohol beverages. These agreements are perpetual, with regular assessments of the partnership performance every 5 years, beginning in Year 5, giving rise to the option to continue agreement terms or terminate the partnership. Under the first of these agreements, the Company is responsible for developing and bringing to market through its distribution network one or more flavored malt beverage products under brand name(s) from the Jim Beam portfolio, beginning with the Sauza brand. Under the second agreement, Jim Beam is responsible for developing and bringing to market through its distribution network one or more full bottled distilled spirits products under brand(s) from the Company’s portfolio, beginning with the Truly brand. The parties began shipping beverages to customers under these agreements during the first quarter of 2022. Under the first agreement, the Company is required to make payments to Jim Beam for their share of the brand contribution of the flavored malt beverages sold by the Company. The brand contribution amounts due to Beam are recorded as a component of costs of goods sold. Under the second agreement, Jim Beam is required to make payments to the Company for the Company’s share of the brand contribution of the full-strength bottled distilled spirits sold by Jim Beam. The Company and Jim Beam also reimburse each other for certain marketing costs as they are incurred. These marketing costs are recorded in advertising, promotional and selling expenses. The Company’s sales of Jim Beam branded flavored malt beverages to third parties and the brand contribution payments received or owed the Company by Jim Beam for the use of the Company’s brand names are recorded within net revenue. Total net revenue recognized under these agreements amounted to less than 1% of the Company's total net revenues during the thirteen weeks ended April 1, 2023 and March 26, 2022. Pepsi Licensing Agreement On August 9, 2021, the Company signed a series of agreements with PepsiCo, Inc. (“Pepsi”) to develop, market and sell alcohol beverages. The term of this agreement is perpetual, with provisions to terminate within the initial 2 years for a limited number of reasons. Under this agreement the Company is responsible for developing, manufacturing, and marketing a flavored malt beverage product under Pepsi’s MTN DEW® brand. As part of the agreements, Pepsi provides certain proprietary ingredients and also licenses the Company the use of its MTN DEW® and Hard MTN DEW® trademarks in connection with manufacturing, promoting, marketing, and distributing the developed product through the Pepsi distribution network. The Company retains the right to distribute the developed product through its own distribution network for customers in the on-premise channel The Company began shipping flavored malt beverages to Pepsi during the first quarter of 2022. Pursuant to the terms of the agreements, the Company makes payments to Pepsi for proprietary ingredients, freight costs to ship the product to Pepsi, and certain marketing services. The cost of the proprietary ingredients above fair market value are recorded within net revenue at the time revenue is recognized for the flavored malt beverages sold to Pepsi and were $1.0 million during the thirteen weeks ended April 1, 2023 and March 26, 2022. Freight costs and marketing costs are recorded in advertising, promotional and selling expenses. The excess cost over fair market value of proprietary ingredients on hand at the end of the period are classified within prepaid expenses and other current assets. The excess over fair market value for inventory on hand was $0.6 million and $0.4 million as of April 1, 2023 and December 31, 2022, respectively. Total net revenue recognized under these agreements during the thirteen weeks ended April 1, 2023 and March 26, 2022 amounted to approximately 2% and 1%, respectively, of the Company's total net revenues.

Licensing Agreements

3 Months Ended

Apr. 01, 2023

Licensing agreements [Abstract]

Licensing Agreements

M. Licensing Agreements

Beam Suntory Licensing Agreement

On July 14, 2021, the Company signed two collaboration agreements with Jim Beam Brands Co. (“Jim Beam”) to develop, market and sell alcohol beverages. These agreements are perpetual, with regular assessments of the partnership performance every 5 years, beginning in Year 5, giving rise to the option to continue agreement terms or terminate the partnership. Under the first of these agreements, the Company is responsible for developing and bringing to market through its distribution network one or more flavored malt beverage products under brand name(s) from the Jim Beam portfolio, beginning with the Sauza brand. Under the second agreement, Jim Beam is responsible for developing and bringing to market through its distribution network one or more full bottled distilled spirits products under brand(s) from the Company’s portfolio, beginning with the Truly brand.

The parties began shipping beverages to customers under these agreements during the first quarter of 2022. Under the first agreement, the Company is required to make payments to Jim Beam for their share of the brand contribution of the flavored malt beverages sold by the Company. The brand contribution amounts due to Beam are recorded as a component of costs of goods sold. Under the second agreement, Jim Beam is required to make payments to the Company for the Company’s share of the brand contribution of the full-strength bottled distilled spirits sold by Jim Beam. The Company and Jim Beam also reimburse each other for certain marketing costs as they are incurred. These marketing costs are recorded in advertising, promotional and selling expenses. The Company’s sales of Jim Beam branded flavored malt beverages to third parties and the brand contribution payments received or owed the Company by Jim Beam for the use of the Company’s brand names are recorded within net revenue. Total net revenue recognized under these agreements amounted to less than 1% of the Company's total net revenues during the thirteen weeks ended April 1, 2023 and March 26, 2022.

Pepsi Licensing Agreement

On August 9, 2021, the Company signed a series of agreements with PepsiCo, Inc. (“Pepsi”) to develop, market and sell alcohol beverages. The term of this agreement is perpetual, with provisions to terminate within the initial 2 years for a limited number of reasons. Under this agreement the Company is responsible for developing, manufacturing, and marketing a flavored malt beverage product under Pepsi’s MTN DEW® brand. As part of the agreements, Pepsi provides certain proprietary ingredients and also licenses the Company the use of its MTN DEW® and Hard MTN DEW® trademarks in connection with manufacturing, promoting, marketing, and distributing the developed product through the Pepsi distribution network. The Company retains the right to distribute the developed product through its own distribution network for customers in the on-premise channel

The Company began shipping flavored malt beverages to Pepsi during the first quarter of 2022. Pursuant to the terms of the agreements, the Company makes payments to Pepsi for proprietary ingredients, freight costs to ship the product to Pepsi, and certain marketing services. The cost of the proprietary ingredients above fair market value are recorded within net revenue at the time revenue is recognized for the flavored malt beverages sold to Pepsi and were $1.0 million during the thirteen weeks ended April 1, 2023 and March 26, 2022. Freight costs and marketing costs are recorded in advertising, promotional and selling expenses. The excess cost over fair market value of proprietary ingredients on hand at the end of the period are classified within prepaid expenses and other current assets. The excess over fair market value for inventory on hand was $0.6 million and $0.4 million as of April 1, 2023 and December 31, 2022, respectively. Total net revenue recognized under these agreements during the thirteen weeks ended April 1, 2023 and March 26, 2022 amounted to approximately 2% and 1%, respectively, of the Company's total net revenues.

Net Loss per Share - Computation of Net Loss Per Share, Basic (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (8,956)	$ (1,955)
Allocation of net income for basic:
Allocation of net loss for basic common stock	$ (8,956)	$ (1,955)
Weighted average number of shares for basic:
Common shares, As reported - basic	12,309	12,300
Net loss per share for basic:
Net loss per common share - basic	$ (0.73)	$ (0.16)
Common Class A
Allocation of net income for basic:
Allocation of net loss for basic common stock	$ (7,434)	$ (1,621)
Weighted average number of shares for basic:
Common shares, As reported - basic	10,218	10,200
Net loss per share for basic:
Net loss per common share - basic	$ (0.73)	$ (0.16)
Common Class B
Allocation of net income for basic:
Allocation of net loss for basic common stock	$ (1,505)	$ (329)
Weighted average number of shares for basic:
Common shares, As reported - basic	2,068	2,068
Net loss per share for basic:
Net loss per common share - basic	$ (0.73)	$ (0.16)
Unvested participating shares
Allocation of net income for basic:
Allocation of net loss for basic unvested participating shares	$ (17)	$ (5)
Weighted average number of shares for basic:
Common shares, As reported - basic	23	32

Revenue Recognition

3 Months Ended

Apr. 01, 2023

Disaggregation of Revenue [Abstract]

Revenue Recognition

C. Revenue Recognition

During the thirteen weeks ended April 1, 2023 and March 26, 2022, approximately 95% and 96%, respectively, of the Company’s revenue was from shipments of its products to domestic distributors. Shipments to international distributors, primarily located in Canada, made up approximately 4% and 3% of the Company's revenue for the thirteen weeks ended April 1, 2023 and March 26, 2022, respectively. Approximately 1% of the Company's revenue was from beer, cider, and merchandise sales at the Company’s retail locations during the thirteen weeks ended April 1, 2023 and March 26, 2022.

The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control 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 April 1, 2023 and December 31, 2022, the Company has deferred $10.8 million and $6.8 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 $10.9 million and $9.9 million for the thirteen weeks ended April 1, 2023 and March 26, 2022, respectively. The 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 revenue or as advertising, promotional and selling expenses for the thirteen weeks ended April 1, 2023 and March 26, 2022 were $18.4 million and $19.0 million, respectively. For the thirteen weeks ended April 1,2023 and March 26, 2022, the Company recorded certain of these costs in the total amounts of $5.3 million and $6.7 million, respectively, as reductions to net revenue. 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 media 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.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
Current inventory:
Raw materials	$ 78,859	$ 81,225
Work in process	22,362	20,374
Finished goods	49,541	46,851
Total current inventory	150,762	148,450
Long term inventory	13,882	13,192
Total inventory	$ 164,644	$ 161,642

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Cash flows (used in) provided by operating activities:
Net loss	$ (8,956)	$ (1,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	21,915	19,634
Impairment of brewery assets	484	41
(Gain) loss on disposal of property, plant, and equipment	(195)	21
Change in right-of-use assets	1,921	1,994
Other non-cash (income) expense	(55)	45
Stock-based compensation expense	4,073	2,922
Deferred income taxes	(430)	21
Changes in operating assets and liabilities:
Accounts receivable	(23,372)	(46,973)
Inventories	(3,002)	(11,205)
Prepaid expenses, income tax receivable, and other current assets	(12,814)	(930)
Third-party production prepayments	6,362	7,721
Other assets	(4,158)	(7)
Accounts payable	15,258	26,799
Accrued expenses, other current liabilities and other liabilities	(12,758)	(37,706)
Operating lease liabilities	(2,095)	(1,428)
Net cash used in operating activities	(17,822)	(41,006)
Cash flows used in investing activities:
Purchases of property, plant and equipment	(17,312)	(23,767)
Proceeds from disposal of property, plant and equipment	195	66
Net cash used in investing activities	(17,117)	(23,701)
Cash flows (used in) provided by financing activities:
Repurchases of Class A common stock	(21,096)
Proceeds from exercise of stock options and sale of investment shares	442	2,010
Cash paid on finance leases	(414)	(475)
Line of credit borrowings		30,000
Line of credit repayments		(15,000)
Payment of tax withholding on stock-based payment awards and investment shares	(1,993)	(2,380)
Net cash (used in) provided by financing activities	(23,061)	14,155
Change in cash and cash equivalents and restricted cash	(58,000)	(50,552)
Cash and cash equivalents and restricted cash at beginning of year	180,560	66,321
Cash and cash equivalents at end of period	122,560	15,769
Supplemental disclosure of cash flow information:
Income tax refunds, net	1,744	1,497
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	2,560	1,951
Operating cash flows from finance leases	9	23
Financing cash flows from finance leases	413	400
Change in purchase of property, plant and equipment in accounts payable and accrued expenses	$ (358)	$ 73

Related Party Transactions

3 Months Ended

Apr. 01, 2023

Related Party Transactions

N. Related Party Transactions

In connection with the Dogfish Head Transaction, 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 party expense recognized for the thirteen weeks ended April 1, 2023 and March 26, 2022 related to the lease was approximately $91,000. Additionally, during the thirteen weeks ended April 1, 2023 and March 26, 2022, the Company incurred expenses of less than $50,000 to various other suppliers affiliated with the Dogfish Head founders.

Commitments and Contingencies - Additional Information (Detail)	3 Months Ended
	Apr. 01, 2023
Long-Term Commitment (Excluding Unconditional Purchase Obligation) [Abstract]
Loss contingency, actions taken by court	The Court consolidated the two actions and on December 14, 2021 appointed a lead plaintiff, who filed an amended complaint on January 13, 2022. The Company’s motion to dismiss the plaintiff’s complaint in the previously reported class action alleging claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 was granted by the Court on December 5, 2022. The plaintiff filed a notice of appeal on January 5, 2023 and the plaintiff filed its opening brief on April 11, 2023. The Company’s response will be due on July 10, 2023.

Third-Party Production Prepayments - Schedule of Expected Shortfall Fees to be Incurred (Detail) $ in Millions	Apr. 01, 2023 USD ($)
Contractual Obligation, Fiscal Year Maturity [Abstract]
Remainder of 2023	$ 9.0
2024	15.0
2025	11.0
2026	2.0
2027	2.0
2028	2.0
Total shortfall fees expected to be incurred	$ 41.0

Line of Credit

3 Months Ended

Apr. 01, 2023

Debt Disclosure [Abstract]

Line of Credit

J. 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 scheduled expiration date to December 16, 2027. As of April 1, 2023, no borrowings were outstanding. As of April 1, 2023, 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Inventories

3 Months Ended

Apr. 01, 2023

Inventory Disclosure [Abstract]

Inventories

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, malt, flavorings, fruit juices, other brewing materials and packaging. 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:


	April 1, 2023		December 31, 2022
	(in thousands)
Current inventory:
Raw materials	$	78,859	$	81,225
Work in process		22,362		20,374
Finished goods		49,541		46,851
Total current inventory		150,762		148,450
Long term inventory		13,882		13,192
Total inventory	$	164,644	$	161,642

As of April 1, 2023 and December 31, 2022, the Company has recorded inventory obsolescence reserves of $22.6 million and $22.0 million, respectively.

Organization and Basis of Presentation

3 Months Ended

Apr. 01, 2023

Accounting Policies [Abstract]

Organization and Basis of Presentation

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 trademarks “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 "Truly Distilling Co.".

The accompanying unaudited condensed consolidated balance sheet as of April 1, 2023, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended April 1, 2023 and March 26, 2022 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 31, 2022.

In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of April 1, 2023 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended April 1, 2023 and March 26, 2022, 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.

Commitments and Contingencies - Summary of Non-cancelable Contractual Obligations (Detail) $ in Thousands	Apr. 01, 2023 USD ($)
Long-term Purchase Commitment [Line Items]
Commitments	$ 267,209
Equipment and machinery
Long-term Purchase Commitment [Line Items]
Commitments	33,455
Ingredients and Packaging (excluding hops and malt)
Long-term Purchase Commitment [Line Items]
Commitments	111,522
Brand Support
Long-term Purchase Commitment [Line Items]
Commitments	69,781
Hops and Malt
Long-term Purchase Commitment [Line Items]
Commitments	37,919
Other
Long-term Purchase Commitment [Line Items]
Commitments	$ 14,532

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill	$ 0
Intangible assets amortization	$ 64,000	$ 63,000

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Class A	Common Stock Common Class A	Common Stock Common Class B	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings
Balance at Dec. 25, 2021	$ 983,409		$ 102	$ 21	$ 611,622	$ (194)	$ 371,858
Balance (in shares) at Dec. 25, 2021			10,184,000	2,068,000
Net loss	(1,955)						(1,955)
Stock options exercised and restricted shares activities	498				498
Stock options exercised and restricted shares activities (in shares)			31,000
Stock-based compensation expense	2,922				2,922
Foreign currency translation adjustment	50					50
Balance at Mar. 26, 2022	984,924		$ 102	$ 21	615,042	(144)	369,903
Balance (in shares) at Mar. 26, 2022			10,215,000	2,068,000
Balance at Dec. 31, 2022	1,068,549		$ 102	$ 21	629,515	(210)	439,121
Balance (in shares) at Dec. 31, 2022			10,238,000	2,068,000
Net loss	(8,956)						(8,956)
Stock options exercised and restricted shares activities	(211)		$ 1		(212)
Stock options exercised and restricted shares activities (in shares)			20,000
Stock-based compensation expense	4,073				4,073
Repurchase of Class A Common Stock	(22,116)	$ (21,900)	$ (1)				(22,115)
Repurchase of Class A Common Stock (in shares)		(65,029)	(65,000)
Foreign currency translation adjustment	18					18
Balance at Apr. 01, 2023	$ 1,041,357		$ 102	$ 21	$ 633,376	$ (192)	$ 408,050
Balance (in shares) at Apr. 01, 2023			10,193,000	2,068,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Common Stock and Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	Mar. 01, 2023	Mar. 01, 2020	Mar. 01, 2019	Jan. 01, 2019	Apr. 01, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option outstanding					229,014	204,245
Options granted in period - weighted average exercise price					$ 323.80
Other than options granted in period					44,404
Weighted average fair value of stock awards					$ 292.28
Number of shares repurchased during period, Value					$ 22,116
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be repurchased					931,000,000.0
Number of shares repurchased during period					65,029
Number of shares repurchased during period, Value					$ 21,900
Number of total cumulative shares repurchased					13,900,000
Stock repurchase program, remaining authorized pepurchase amount					$ 68,400
Number of total cumulative shares repurchased, value					$ 862,600
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Other than options granted in period	33,810
Vesting period	4 years	4 years	4 years	5 years
Weighted average fair value of stock awards	$ 323.80
Performance Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option outstanding					41,883
Total shares outstanding					1,348
Performance Based Awards \| Employee Stock Compensation Plan \| Senior Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted in period	24,769
Options granted in period - weighted average fair value	$ 161.52
Options granted in period - weighted average exercise price	$ 323.80
Investment Share Program \| Employee Stock Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares employees elected to purchase	10,594
Weighted average fair value of stock awards	$ 200.08

Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Adoption of accounting standards, adjustment to retained earnings	$ 408,050	$ 439,121

Income Taxes - Summary of Income Tax (Benefit) Provision (Detail)	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	27.80%	14.50%

Common Stock and Stock-Based Compensation (Tables)

3 Months Ended

Apr. 01, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Options under Employee Equity Incentive Plan and Stock Option Plan for Non-Employee Directors

Information related to stock options under the Restated Employee Equity Incentive Plan and the Stock Option 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 31, 2022		204,245	$	334.26
Granted		24,769		323.80
Exercised		-		-
Forfeited		-		-
Outstanding at April 1, 2023		229,014	$	333.13		5.53	$	15,387
Exercisable at April 1, 2023		140,402	$	267.68		4.36	$	12,763
Vested and expected to vest at April 1, 2023		197,600	$	320.34		5.13	$	14,862

Weighted Average Assumptions used to Estimate Fair Value of Stock Options

Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:


	2023
Expected Volatility		39.8	%
Risk-free interest rate		3.9	%
Expected Dividends		0.0	%
Exercise factor		2.6
Discount for post-vesting restrictions		1.0	%

Summary of Vesting Activities of Shares Issued Under Investment Share Program and Restricted Stock Awards

The following table summarizes vesting activities of shares issued under the investment share program and restricted stock awards:


	Number of Shares			Weighted Average Fair Value
Non-vested at December 31, 2022		91,211		$	410.22
Granted		44,404			292.28
Vested		(26,308	)		343.57
Forfeited		(1,444	)		367.62
Non-vested at April 1, 2023		107,863		$	379.32

Stock-Based Compensation Expense Included in Operating Expenses

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
	April 1, 2023		March 26 2022
	(in thousands)
Amounts included in advertising, promotional and selling expenses	$	2,042	$	1,227
Amounts included in general and administrative expenses		2,031		1,695
Total stock-based compensation expense	$	4,073	$	2,922

Goodwill and Intangible Assets

3 Months Ended

Apr. 01, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

F. Goodwill and Intangible Assets

No impairment of goodwill was recorded in any period.

The Company’s intangible assets as of April 1, 2023 and December 31, 2022 were as follows:


			As of April 1, 2023							As of December 31, 2022
	Estimated Useful		Gross Carrying		Accumulated			Net Book		Gross Carrying		Accumulated			Net Book
	Life (Years)		Value		Amortization			Value		Value		Amortization			Value
								(in thousands)
Customer relationships		15	$	3,800	$	(950	)	$	2,850	$	3,800	$	(886	)	$	2,914
Trade names	Indefinite			73,410		—			73,410		73,410		—			73,410
Total intangible assets, net			$	77,210	$	(950	)	$	76,260	$	77,210	$	(866	)	$	76,324

Amortization expense in the thirteen weeks ended April 1, 2023 and March 26, 2022 was approximately $64,000 and $63,000, respectively. The Company expects to record amortization expense as follows:


Fiscal Year	Amount (in thousands)
Remainder of 2023	$	190
2024		253
2025		253
2026		253
2027		253
2028		253
Thereafter		1,395
Total amortization expense	$	2,850

Common Stock and Stock-Based Compensation - Summary of Vesting Activities of Shares Issued Under Investment Share Program and Restricted Stock Awards (Detail)	3 Months Ended
	Apr. 01, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Non-vested at beginning of period \| shares	91,211
Granted \| shares	44,404
Vested \| shares	(26,308)
Forfeited \| shares	(1,444)
Non-vested at end of period \| shares	107,863
Non-vested at beginning of period \| $ / shares	$ 410.22
Granted \| $ / shares	292.28
Vested \| $ / shares	343.57
Forfeited \| $ / shares	367.62
Non-vested at end of period \| $ / shares	$ 379.32

Commitments and Contingencies

3 Months Ended

Apr. 01, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

H. Commitments and Contingencies

Contractual Obligations

As of April 1, 2023, projected cash outflows under non-cancelable contractual obligations are as follows:


	Commitments
	(in thousands)
Ingredients and packaging (excluding hops and malt)	$	111,522
Brand support		69,781
Hops and malt		37,919
Equipment and machinery		33,455
Other		14,532
Total commitments	$	267,209

The majority of these contract obligations are for the 2023 fiscal year with the remainder extending no later than the 2026 fiscal year.

Litigation

The Company is and in the future may be 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 able to be estimated. Material pending legal proceedings are discussed below.

Securities Litigation. On September 14, 2021, a purported class action lawsuit was filed by an individual shareholder in the United States District Court for the Southern District of New York against the Company and three of its officers. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 between April 22, 2021 and September 8, 2021. The plaintiff claims that defendants made materially false and/or misleading statements or failed to disclose material adverse facts about the Company’s business, operations, and prospects. On October 8, 2021, a nearly identical complaint was filed against the Company by an individual shareholder in the United States District Court for the Southern District of New York. The Court consolidated the two

actions and on December 14, 2021 appointed a lead plaintiff, who filed an amended complaint on January 13, 2022. The Company’s motion to dismiss the plaintiff’s complaint in the previously reported class action alleging claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 was granted by the Court on December 5, 2022. The plaintiff filed a notice of appeal on January 5, 2023 and the plaintiff filed its opening brief on April 11, 2023. The Company’s response will be due on July 10, 2023. The Company intends to continue to vigorously defend against these claims. Any ultimate outcome of this matter will depend on the nature and outcome of plaintiff’s appeal and estimating a range of potential loss, should the plaintiff’s appeal be granted, is not possible at this time.

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 to purchase contractual minimum volumes of certain aluminum beverage can containers in 2021 and 2022. The Company denies that it breached the terms of the parties’ contract and intends to defend against the Ardagh claims vigorously. On February 23, 2023 and April 4, 2023, Ardagh and the Company engaged in mediation sessions with a neutral, third-party mediator, but were not able to resolve the matter and the litigation will proceed. A range of potential loss cannot be estimated at this time.

Third-Party Production Prepayments

3 Months Ended

Apr. 01, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Third-Party Production Prepayments

E. Third-Party Production Prepayments

During the thirteen weeks ended April 1, 2023 and March 26, 2022, the Company brewed and packaged approximately 78% and 66%, respectively, of its volume at Company-owned breweries. In the normal course of its business, the Company has historically entered into various production arrangements with other brewing companies. Pursuant to these arrangements, the Company generally supplies raw materials and packaging to those brewing companies and incurs conversion fees for labor at the time the liquid is produced and packaged. The Company has made up-front payments that were used for capital improvements at these third-party production facilities that it expenses over the period of the contracts.

During fiscal 2021 and into 2022, as a result of lower than anticipated demand for certain Truly brand styles and packages, the Company adjusted its volume plans for production at certain third-party facilities. The Company terminated relationships with some of its third-party production suppliers and recorded costs related to terminating these contracts. During the thirteen weeks ended March 26, 2022, the Company recorded $4.8 million of contract termination costs relating to the termination of a third-party production contract.

During fiscal 2021, the Company amended its master transaction agreement with City Brewing Company, LLC ("City Brewing") to ensure access to capacity at a new location and continued access at certain existing locations. The amendment became effective during the second quarter of fiscal year 2021, upon the closing of the purchase of the new location by City Brewing. As part of the master transaction agreement, the Company paid $10.0 million that was used for capital improvements at the new location during the third quarter of fiscal year 2021 and an additional $17.9 million to ensure access to capacity during the fourth quarter of fiscal year 2021. The agreement additionally includes monthly shortfall fees beginning January 1, 2023.

Total third-party production prepayments were $55.0 million and $61.3 million as of April 1, 2023 and December 31, 2022, respectively. The Company will continue expensing the total prepaid amount of $55.0 million as of April 1, 2023, all of which relates

to the master transaction agreement described above and other agreements with City Brewing, as a component of cost of goods sold over the contractual period ending December 31, 2025.

At current production volume projections, the Company believes that it will fall short of its future annual volume commitments at certain third-party production facilities, including those that are part of the master transaction agreement described above, 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 ended April 1, 2023, the Company recorded $0.7 million in shortfall fees. As of April 1, 2023, if volume for the remaining term of the production arrangements was zero, the contractual shortfall fees, with advance notice as specified in the related contractual agreements, would total approximately $124 million over the duration of the contracts which have expiration dates through December 31, 2031. At current volume projections, the Company anticipates that it will recognize approximately $41.0 million of shortfall fees and expects to record those expenses as follows:


	Expected Shortfall Fees to be Incurred
	(in millions)
Remainder of 2023	$	9
2024		15
2025		11
2026		2
2027		2
2028		2
Thereafter		-
Total shortfall fees expected to be incurred	$	41

Cover Page - shares	3 Months Ended
Cover Page - shares	Apr. 01, 2023	Apr. 22, 2023
Document Information [Line Items]
Document Transition Report	false
Document Quarterly Report	true
Document Type	10-Q
Document Period End Date	Apr. 01, 2023
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Registrant Name	THE BOSTON BEER COMPANY, INC.
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	1-14092
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	04-3284048
Entity Address, Address Line One	One Design Center Place, Suite 850
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	617
Local Phone Number	368-5000
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000949870
Current Fiscal Year End Date	--12-31
Trading Symbol	SAM
Security Exchange Name	NYSE
Title of 12(b) Security	Class A Common Stock
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,201,746
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,068,000

Common Stock and Stock-Based Compensation - Stock-Based Compensation Expense Included in Operating Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 4,073	$ 2,922
Advertising, promotional and selling expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	2,042	1,227
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 2,031	$ 1,695

Subsequent Events - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 26, 2022 USD ($)
Subsequent Event [Line Items]
Line of credit repayments	$ 15,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 01, 2023	Dec. 31, 2022
Common Class A
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	22,700,000	22,700,000
Common Stock, shares issued	10,193,154	10,238,009
Common Stock, shares outstanding	10,193,154	10,238,009
Common Class B
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	4,200,000	4,200,000
Common Stock, shares issued	2,068,000	2,068,000
Common Stock, shares outstanding	2,068,000	2,068,000

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Sales to domestic distributors as a percentage of total sales	95.00%	96.00%
Sales to foreign distributors as a percentage of total sales	4.00%	3.00%
Sales to retail locations as a percentage of total sales	1.00%	1.00%
Deferred Revenue, Current	$ 10,800		$ 6,800
Reimbursements for discounts to distributors	10,900	$ 9,900
Advertising, promotional and selling expenses	125,428	130,615
Distributors
Disaggregation Of Revenue [Line Items]
Reduction in revenue related to advertising, promotional and selling expenses	5,300	6,700
Customers programs and incentives
Disaggregation Of Revenue [Line Items]
Advertising, promotional and selling expenses	$ 18,400	$ 19,000

Goodwill and Intangible Assets (Tables)

3 Months Ended

Apr. 01, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

The Company’s intangible assets as of April 1, 2023 and December 31, 2022 were as follows:


			As of April 1, 2023							As of December 31, 2022
	Estimated Useful		Gross Carrying		Accumulated			Net Book		Gross Carrying		Accumulated			Net Book
	Life (Years)		Value		Amortization			Value		Value		Amortization			Value
								(in thousands)
Customer relationships		15	$	3,800	$	(950	)	$	2,850	$	3,800	$	(886	)	$	2,914
Trade names	Indefinite			73,410		—			73,410		73,410		—			73,410
Total intangible assets, net			$	77,210	$	(950	)	$	76,260	$	77,210	$	(866	)	$	76,324

Schedule of amortization expense

The Company expects to record amortization expense as follows:


Fiscal Year	Amount (in thousands)
Remainder of 2023	$	190
2024		253
2025		253
2026		253
2027		253
2028		253
Thereafter		1,395
Total amortization expense	$	2,850

Net Loss per Share - Additional Information (Detail) - shares					3 Months Ended
	Mar. 01, 2023	Mar. 01, 2020	Mar. 01, 2019	Jan. 01, 2019	Apr. 01, 2023	Mar. 26, 2022
Common Class A
Earnings Per Share Note [Line Items]
Antidilutive securities excluded from computation of earnings per share					46,288	73,168
Unvested Share Based Payments
Earnings Per Share Note [Line Items]
Antidilutive securities excluded from computation of earnings per share						32,532
Investment Share Program
Earnings Per Share Note [Line Items]
Vesting period					5 years
Investment Share Program \| Minimum
Earnings Per Share Note [Line Items]
Requirement tenure of employee for investment share program, purchase shares at discount					1 year
Discount from current market value					20.00%
Investment Share Program \| Maximum
Earnings Per Share Note [Line Items]
Requirement tenure of employee for investment share program, purchase shares at discount					2 years
Discount from current market value					40.00%
Restricted Stock Awards
Earnings Per Share Note [Line Items]
Vesting period	4 years	4 years	4 years	5 years

Related Party Transactions - Additional Information (Detail) - Dogfish Head Brewery - USD ($)	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Related Party Transaction [Line Items]
Lease term of contract	10 years
Total payments due	$ 3,600,000
Total payments due	91,000	$ 91,000
Transaction with related party expenses	$ 50,000	$ 50,000

- Definition

Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Fair Value Measures - Additional Information (Detail) - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022	Apr. 01, 2022
Fair Value Disclosures [Abstract]
Cash and cash equivalents	$ 122,560	$ 180,560	$ 122,600
Money market fund		$ 174,200	$ 116,300

Income Taxes (Tables)

3 Months Ended

Apr. 01, 2023

Income Tax Disclosure [Abstract]

Summary of Effective Tax Rate

The following table provides a summary of the income tax (benefit) provision for the thirteen weeks ended April 1, 2023 and March 26, 2022:


	Thirteen weeks ended
	April 1, 2023	March 26 2022
Effective tax rate	27.8%	14.5%

Net Loss per Share

3 Months Ended

Apr. 01, 2023

Earnings Per Share [Abstract]

Net Loss per Share

G. Net Loss per Share

The Company calculates net loss per share using the two-class method, which requires the Company to allocate net 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 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 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 awards at the discretion of the Company’s Board of Directors. The investment shares and restricted stock awards generally vest over five years in equal number of shares. The unvested shares participate equally in dividends. See Note L for a discussion of the current year unvested stock awards and issuances.

Included in the computation of net loss 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 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. In December 2018, the Employee Equity Incentive Plan was amended to permit the grant of restricted stock units. 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 and are forfeitable. Prior to March 1, 2019, the Company granted restricted stock awards, generally vesting over five years in equal number of shares. The Company also grants stock options 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.

Net Loss per Common Share - Basic

The following table sets forth the computation of basic net loss per share using the two-class method:


	Thirteen weeks ended
	April 1, 2023			March 26 2022
	(in thousands, except per share data)
Net loss	$	(8,956	)	$	(1,955	)
Allocation of net loss for basic:
Class A Common Stock	$	(7,434	)	$	(1,621	)
Class B Common Stock		(1,505	)		(329	)
Unvested participating shares		(17	)		(5	)
	$	(8,956	)	$	(1,955	)
Weighted average number of shares for basic:
Class A Common Stock		10,218			10,200
Class B Common Stock		2,068			2,068
Unvested participating shares		23			32
		12,309			12,300
Net loss per share for basic:
Class A Common Stock	$	(0.73	)	$	(0.16	)
Class B Common Stock	$	(0.73	)	$	(0.16	)

Net Loss per Common Share - Diluted

The Company calculates diluted net loss 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.


	Thirteen weeks ended
	April 1, 2023								March 26, 2022
	Earnings to Common Shareholders			Common Shares		EPS			Loss to Common Shareholders			Common Shares		EPS
	(in thousands, except per share data)
As reported - basic	$	(7,434	)		10,218	$	(0.73	)	$	(1,621	)		10,200	$	(0.16	)
Add: effect of dilutive common shares
Share-based awards		—			—					—			—
Class B Common Stock		(1,505	)		2,068					(329	)		2,068
Net effect of unvested participating shares		(17	)		23					(5	)		32
Net loss per common share - diluted	$	(8,956	)		12,309	$	(0.73	)	$	(1,955	)		12,300	$	(0.16	)

In accordance with the two-class method, weighted-average stock options to purchase 46,288 shares of Class A Common Stock were outstanding during the thirteen weeks ended April 1, 2023 but not included in computing dilutive loss per common share because the net loss position of the Company made them antidilutive. In accordance with the treasury method, weighted-average stock options to purchase 73,168 shares of Class A Common stock and 32,532 unvested share based payments were outstanding during the thirteen weeks ended March 26, 2022 but not included in computing dilutive loss per common share because the net loss position of the Company made them antidilutive.

Line of Credit - Additional Information (Detail)	3 Months Ended
Line of Credit - Additional Information (Detail)	Apr. 01, 2023 USD ($)
Debt Instrument [Line Items]
Credit facility, borrowing outstanding	$ 0
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit, current borrowing capacity	$ 150,000,000.0
Line of credit, expiration date	Dec. 16, 2027
Line of credit, remaining borrowing capacity	$ 150,000,000.0

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Income Taxes

3 Months Ended

Apr. 01, 2023

Income Tax Disclosure [Abstract]

Income Taxes

. Income Taxes

The following table provides a summary of the income tax (benefit) provision for the thirteen weeks ended April 1, 2023 and March 26, 2022:


	Thirteen weeks ended
	April 1, 2023	March 26 2022
Effective tax rate	27.8%	14.5%

The change in the tax rate for the thirteen-weeks ended April 1, 2023 as compared to the thirteen weeks ended March 26, 2022 is primarily due to an increase in loss before income taxes without a corresponding change in permanent non-deductible items.

As of both April 1, 2023 and December 31, 2022, the Company had approximately $0.2 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 April 1, 2023 and December 31, 2022, the Company had approximately $0.2 million accrued for interest and penalties recorded in other liabilities.

The Internal Revenue Service completed an examination of the 2015 consolidated corporate income tax return and issued a no change report in 2018. 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 April 1, 2023.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Licensing Agreements - Additional Information (Detail) $ in Millions			3 Months Ended
	Aug. 09, 2021	Jul. 14, 2021 Agreement	Apr. 01, 2023 USD ($)	Mar. 26, 2022 USD ($)	Dec. 31, 2022 USD ($)
Jim Beam \| Beam Suntory Licensing Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of license agreements \| Agreement		2
License agreement term		5 years
Maximum percentage of shipments of beverages under license agreement			1.00%	1.00%
Pepsi \| Pepsi Licensing Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Term of license agreement option to terminate	2 years
Percentage of shipments of beverages under license agreement			2.00%	1.00%
Payments for proprietary ingredients, shipment of beverages and marketing services			$ 1.0	$ 1.0
Excess over fair market value			$ 0.6		$ 0.4

Goodwill and Intangible Assets - Schedule of Amortization Expense (Detail) $ in Thousands	Apr. 01, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 190
2024	253
2025	253
2026	253
2027	253
2028	253
'Thereafter	1,395
Total amortization expense	$ 2,850

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2023	Dec. 31, 2022
Income Taxes [Line Items]
Unrecognized income tax benefits	$ 0.2	$ 0.2
Accrued interest and penalties	$ 0.2	$ 0.2
Income tax return examination	The Internal Revenue Service completed an examination of the 2015 consolidated corporate income tax return and issued a no change report in 2018. The Company’s state income tax returns remain subject to examination for three or four years depending on the state’s statute of limitations.
State and Local Jurisdiction \| Minimum
Income Taxes [Line Items]
Income tax return examination period	3 years
State and Local Jurisdiction \| Maximum
Income Taxes [Line Items]
Income tax return examination period	4 years

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 122,560	$ 180,560
Accounts receivable	80,099	56,672
Inventories	150,762	148,450
Prepaid expenses and other current assets	38,999	27,461
Income tax receivable	11,402	10,126
Total current assets	403,822	423,269
Property, plant and equipment, net	662,697	667,909
Operating right-of-use assets	41,740	43,768
Goodwill	112,529	112,529
Intangible assets, net	76,260	76,324
Third-party production prepayments	54,977	61,339
Other assets	40,483	35,635
Total assets	1,392,508	1,420,773
Current Liabilities:
Accounts payable	100,670	84,248
Accrued expenses and other current liabilities	98,060	111,153
Current operating lease liabilities	8,909	8,866
Total current liabilities	207,639	204,267
Deferred income taxes, net	96,162	96,592
Non-current operating lease liabilities	43,029	45,274
Other liabilities	4,321	6,091
Total liabilities	351,151	352,224
Commitments and Contingencies (See Note H)
Stockholders' Equity:
Additional paid-in capital	633,376	629,515
Accumulated other comprehensive loss	(192)	(210)
Retained earnings	408,050	439,121
Total stockholders' equity	1,041,357	1,068,549
Total liabilities and stockholders' equity	1,392,508	1,420,773
Common Class A
Stockholders' Equity:
Common Stock	102	102
Common Class B
Stockholders' Equity:
Common Stock	$ 21	$ 21

Third-Party Production Prepayments (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022	Dec. 25, 2021	Sep. 25, 2021	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Percentage of brews and packages	78.00%	66.00%
Third party contract termination costs		$ 4,800
Payments for capital improvements				$ 10,000
Additional payment for accessing facility			$ 17,900
Total third-party production prepayments	$ 55,000				$ 61,300
Total prepaid amount	54,977				$ 61,339
Shortfall fees	700
Contractual shortfall fees	124,000
Expected shortfall fees	$ 41,000

Inventories (Tables)

3 Months Ended

Apr. 01, 2023

Inventory Disclosure [Abstract]

Components of Inventories


	April 1, 2023		December 31, 2022
	(in thousands)
Current inventory:
Raw materials	$	78,859	$	81,225
Work in process		22,362		20,374
Finished goods		49,541		46,851
Total current inventory		150,762		148,450
Long term inventory		13,882		13,192
Total inventory	$	164,644	$	161,642

Third-Party Production Prepayments (Tables)

3 Months Ended

Apr. 01, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Expected Shortfall Fees to be Incurred

expects to record those expenses as follows:


	Expected Shortfall Fees to be Incurred
	(in millions)
Remainder of 2023	$	9
2024		15
2025		11
2026		2
2027		2
2028		2
Thereafter		-
Total shortfall fees expected to be incurred	$	41

Common Stock and Stock-Based Compensation - Summary of Stock Options under Employee Equity Incentive Plan and Stock Option Plan for Non-Employee Directors (Detail) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 01, 2023 USD ($) $ / shares shares
Shares
Outstanding at beginning of period \| shares	204,245
Granted \| shares	24,769
Outstanding at end of period \| shares	229,014
Exercisable at end of period \| shares	140,402
Vested and expected to vest at end of period \| shares	197,600
Weighted-Average Exercise Price
Outstanding at beginning of period \| $ / shares	$ 334.26
Granted \| $ / shares	323.80
Outstanding at end of period \| $ / shares	333.13
Exercisable at end of period \| $ / shares	267.68
Vested and expected to vest at end of period \| $ / shares	$ 320.34
Weighted-Average Remaining Contractual Term
Outstanding at end of period	5 years 6 months 10 days
Exercisable at end of period	4 years 4 months 9 days
Vested and expected to vest at end of period	5 years 1 month 17 days
Aggregate Intrinsic Value
Outstanding at end of period \| $	$ 15,387
Exercisable at end of period \| $	12,763
Vested and expected to vest at end of period \| $	$ 14,862

Fair Value Measures

3 Months Ended

Apr. 01, 2023

Fair Value Disclosures [Abstract]

Fair Value Measures

K. 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).

•

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 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, receivables and payables are carried at their cost, which approximates fair value, because of their short-term nature.

At April 1, 2023 and December 31, 2022, 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 April 1, 2023 and December 31, 2022, the Company’s cash and cash equivalents balance was $122.6 million and $180.6 million, respectively, including money market funds amounting to $116.3 million and $174.2 million, respectively.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Dec. 31, 2022
Gross Carrying Value	$ 77,210	$ 77,210
Accumulated Amortization	(950)	(866)
Net Book Value	$ 76,260	76,324
Customer Relationships
Estimated Useful Life	15 years
Gross Carrying Value	$ 3,800	3,800
Accumulated Amortization	(950)	(886)
Net Book Value	2,850	2,914
Trade Names
Gross Carrying Value	73,410	73,410
Net Book Value	$ 73,410	$ 73,410

Common Stock and Stock-Based Compensation

3 Months Ended

Apr. 01, 2023

Share-Based Payment Arrangement [Abstract]

Common Stock and Stock-Based Compensation

L. 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 is summarized as follows:


	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		204,245	$	334.26
Granted		24,769		323.80
Exercised		-		-
Forfeited		-		-
Outstanding at April 1, 2023		229,014	$	333.13		5.53	$	15,387
Exercisable at April 1, 2023		140,402	$	267.68		4.36	$	12,763
Vested and expected to vest at April 1, 2023		197,600	$	320.34		5.13	$	14,862

Of the total options outstanding at April 1, 2023, 41,883 shares were performance-based options for which the performance criteria had yet to be achieved.

On March 1, 2023, the Company granted options to purchase an aggregate of 24,769 shares of the Company’s Class A Common Stock to senior management with a weighted average fair value of $161.52 per share and a weighted average exercise price of $323.80 per share, of which all shares relate to performance-based stock options.

Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:


	2023
Expected Volatility		39.8	%
Risk-free interest rate		3.9	%
Expected Dividends		0.0	%
Exercise factor		2.6
Discount for post-vesting restrictions		1.0	%

Non-Vested Shares Activity

The following table summarizes vesting activities of shares issued under the investment share program and restricted stock awards:


	Number of Shares			Weighted Average Fair Value
Non-vested at December 31, 2022		91,211		$	410.22
Granted		44,404			292.28
Vested		(26,308	)		343.57
Forfeited		(1,444	)		367.62
Non-vested at April 1, 2023		107,863		$	379.32

Of the total non-vested shares outstanding at April 1, 2023, 1,348 shares were performance-based shares for which the performance criteria had yet to be achieved.

On March 1, 2023, the Company granted a combined 33,810 shares of restricted stock units to certain officers, senior managers and key employees, of which all shares vest ratably over service periods of up to four years. Additionally on March 1, 2023, employees elected to purchase a combined 10,594 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 $323.80 and $200.08 per share, respectively.

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
	April 1, 2023		March 26 2022
	(in thousands)
Amounts included in advertising, promotional and selling expenses	$	2,042	$	1,227
Amounts included in general and administrative expenses		2,031		1,695
Total stock-based compensation expense	$	4,073	$	2,922

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 up to an aggregate amount of $931.0 million of the Company's Class A Stock. 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 weeks ended April 1, 2023, the Company repurchased and subsequently retired 65,029 shares of its Class A Common Stock for an aggregate purchase price of $21.9 million. As of April 1, 2023, the Company had repurchased a cumulative total of approximately 13.9 million shares of its Class A Common Stock for an aggregate purchase price of approximately $862.6 million and had approximately $68.4 million remaining on the $931.0 million stock repurchase expenditure limit set by the Board of Directors.

Inventories - Additional Information (Details) - USD ($) $ in Millions	Apr. 01, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory obsolescence reserves	$ 22.6	$ 22.0

Condensed Consolidated Statements of Comprehensive Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Income Statement [Abstract]
Revenue	$ 435,156	$ 457,288
Less excise taxes	25,156	27,175
Net revenue	410,000	430,113
Cost of goods sold	254,338	257,161
Gross profit	155,662	172,952
Operating expenses:
Advertising, promotional and selling expenses	125,428	130,615
General and administrative expenses	43,694	39,698
Contract termination costs and other		4,752
Impairment of brewery assets	484	41
Total operating expenses	169,606	175,106
Operating loss	(13,944)	(2,154)
Other income (expense):
Interest income (expense)	1,644	(33)
Other expense	(102)	(100)
Total other income (expense)	1,542	(133)
Loss before income tax benefit	(12,402)	(2,287)
Income tax benefit	(3,446)	(332)
Net loss	$ (8,956)	$ (1,955)
Net loss per common share - basic	$ (0.73)	$ (0.16)
Net loss per common share - diluted	$ (0.73)	$ (0.16)
Weighted-average number of common shares - basic	12,309	12,300
Weighted-average number of common shares - diluted	12,309	12,300
Net loss	$ (8,956)	$ (1,955)
Other comprehensive income:
Foreign currency translation adjustment	18	50
Total other comprehensive income, net of tax	18	50
Comprehensive loss	$ (8,938)	$ (1,905)

Common Stock and Stock-Based Compensation - Summary Of Weighted Average Assumptions used to Estimate Fair Value of Stock Options (Detail)	3 Months Ended
	Apr. 01, 2023 Time
Share-Based Payment Arrangement [Abstract]
Expected Volatility	39.80%
Risk-free interest rate	3.90%
Expected Dividends	0.00%
Exercise factor	2.6
Discount for post-vesting restrictions	1.00%

Net Loss per Share - Computation of Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 01, 2023	Mar. 26, 2022
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Earnings (Loss) to Common Shareholders, As reported - basic	$ (8,956)	$ (1,955)
Common shares, As reported - basic	12,309	12,300
EPS, As reported - basic	$ (0.73)	$ (0.16)
Earnings (Loss) to Common Shareholders, Net effect of unvested participating shares	$ (17)	$ (5)
Common Shares, Net effect of unvested participating shares	23	32
Earnings (Loss) to Common Shareholders, Net loss per common share - diluted	$ (8,956)	$ (1,955)
Common Shares, Net loss per common share - diluted	12,309	12,300
EPS, Net loss per common share - diluted	$ (0.73)	$ (0.16)
Common Class A
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Earnings (Loss) to Common Shareholders, As reported - basic	$ (7,434)	$ (1,621)
Common shares, As reported - basic	10,218	10,200
EPS, As reported - basic	$ (0.73)	$ (0.16)
Common Class B
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Earnings (Loss) to Common Shareholders, As reported - basic	$ (1,505)	$ (329)
Common shares, As reported - basic	2,068	2,068
EPS, As reported - basic	$ (0.73)	$ (0.16)
Earnings (Loss) to Common Shareholders, Class B Common Stock	$ (1,505)	$ (329)
Class B Common Stock	2,068	2,068

Recent Accounting Pronouncements

3 Months Ended

Apr. 01, 2023

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

B. Recent Accounting Pronouncements

Recent accounting pronouncements pending adoption not discussed in this Form 10-Q or in the 2022 Form 10-K are either not applicable to the Company or are not expected to have a material impact on the Company.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2122394

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-Name Accounting Standards Codification
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+ Details