0000950170-24-048351 | 10-Q | XBRL Viewer

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 30, 2024	Dec. 30, 2023
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	9,908,668	10,033,303
Common Stock, shares outstanding	9,908,668	10,033,303
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

Third-Party Production Prepayments

3 Months Ended

Mar. 30, 2024

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

Third-Party Production Prepayments

F. Third-Party Production Prepayments

During the thirteen weeks ended March 30, 2024 and April 1, 2023, the Company brewed and packaged approximately 79% and 78%, 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. Under these production arrangements, there are minimum production quantities and the Company is obligated to pay shortfall fees for production quantity below those thresholds.

Total third-party production prepayments were $30.7 million and $33.6 million as of March 30, 2024 and December 30, 2023, respectively, all of which for both periods relate to its master transaction agreement with City Brewing Company, LLC ("City Brewing"). The Company will expense the total prepaid amount of $30.7 million as of March 30, 2024 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 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 March 30, 2024 and April 1, 2023, the Company recorded $1.0 million and $0.7 million, respectively, in shortfall fees. As of March 30, 2024, if volume was zero for the remaining contractual term plus certain anticipated extensions of the production arrangements, the contractual shortfall fees, with advance notice as specified in the related contractual agreements, would total approximately $118 million over the duration of the contracts which have expiration dates through December 31, 2031. At current volume projections and based on understandings reached with these third-party production facilities, the Company anticipates that it will recognize approximately $47 million of shortfall fees and expects to record those expenses as follows:


	Expected Shortfall Fees to be Incurred
	(in millions)
Remainder of 2024	$	14
2025		18
2026		3
2027		3
2028		3
2029		3
Thereafter		3
Total shortfall fees expected to be incurred	$	47

Line of Credit	3 Months Ended
Mar. 30, 2024
Debt Disclosure [Abstract]
Line of Credit	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 March 30, 2024, no borrowings were outstanding. As of March 30, 2024 and December 30, 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.

Line of Credit

3 Months Ended

Mar. 30, 2024

Debt Disclosure [Abstract]

Line of Credit

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 March 30, 2024, no borrowings were outstanding. As of March 30, 2024 and December 30, 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

Related Party Transactions - Additional Information (Detail) - Dogfish Head Brewery - USD ($)	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Related Party Transaction [Line Items]
Lease term of contract	10 years
Total payments due	$ 3,600,000
Related Party
Related Party Transaction [Line Items]
Total payments due	91,000	$ 91,000
Transaction with related party expenses	$ 50,000	$ 50,000

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

+ Details

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Non-cancelable Contractual Obligations

As of March 30, 2024, projected cash outflows under non-cancelable contractual obligations are as follows:


	Commitments
	(in thousands)
Ingredients and packaging (excluding hops and malt)	$	50,557
Brand support		50,437
Equipment and machinery		39,914
Hops and malt		39,656
Other		33,861
Total commitments	$	214,425

Third-Party Production Prepayments (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023	Dec. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Percentage of brews and packages	79.00%	78.00%
Total third-party production prepayments	$ 30,700		$ 33,600
Total prepaid amount	30,662		$ 33,581
Shortfall fees	1,000	$ 700
Contractual shortfall fees	118,000
Expected shortfall fees	$ 47,000

Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Current inventory:
Raw materials	$ 62,238	$ 55,116
Work in process	22,712	18,750
Finished goods	61,833	41,907
Total current inventory	146,783	115,773
Long term inventory	12,701	14,369
Total inventory	$ 159,484	$ 130,142

Net Income (Loss) per Share - Additional Information (Detail) - shares					3 Months Ended
	Mar. 01, 2024	Mar. 01, 2020	Mar. 01, 2019	Jan. 01, 2019	Mar. 30, 2024	Apr. 01, 2023	Dec. 30, 2023
Earnings Per Share Note [Line Items]
Antidilutive securities excluded from computation of earnings per share					85,643
Stock option outstanding					192,323		207,810
Common Class A
Earnings Per Share Note [Line Items]
Antidilutive securities excluded from computation of earnings per share						46,288
Unvested Share Based Payments
Earnings Per Share Note [Line Items]
Antidilutive securities excluded from computation of earnings per share					27,573
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
Performance Based Awards
Earnings Per Share Note [Line Items]
Stock option outstanding					38,805
Performance Based Awards \| Common Class A
Earnings Per Share Note [Line Items]
Number of shares not included because the performance criteria was not expected to be met					14,017

Income Taxes

3 Months Ended

Mar. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

J. Income Taxes

The following table provides a summary of the income tax provision for the thirteen weeks ended March 30, 2024 and April 1, 2023:


	Thirteen weeks ended
	March 30, 2024	April 1, 2023
Effective tax rate	33.0%	27.8%

The increase in the tax rate for the thirteen weeks ended March 30, 2024 as compared to the thirteen weeks ended April 1, 2023 is primarily due to the tax deficiency related to stock-based compensation awards recorded on pre-tax income for the thirteen weeks ended March 30, 2024, compared to the tax deficiency related to stock-based compensation awards on a pre-tax loss for the thirteen weeks ended April 1, 2023.

As of both March 30, 2024 and December 30, 2023, the Company had approximately $0.3 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 March 30, 2024 and December 30, 2023, 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 March 30, 2024.

- 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.

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+ Details

Condensed Consolidated Statements of Comprehensive Operations - USD ($) shares in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Income Statement [Abstract]
Revenue	$ 452,208,000	$ 435,156,000
Less excise taxes	26,156,000	25,156,000
Net revenue	426,052,000	410,000,000
Cost of goods sold	239,704,000	254,338,000
Gross profit	186,348,000	155,662,000
Operating expenses:
Advertising, promotional and selling expenses	120,275,000	125,428,000
General and administrative expenses	50,384,000	43,694,000
Impairment of brewery assets	335,000	484,000
Total operating expenses	170,994,000	169,606,000
Operating income (loss)	15,354,000	(13,944,000)
Other income:
Interest income	3,493,000	1,644,000
Other expense	(38,000)	(102,000)
Total other income	3,455,000	1,542,000
Income (loss) before income tax provision (benefit)	18,809,000	(12,402,000)
Income tax provision (benefit)	6,212,000	(3,446,000)
Net income (loss)	$ 12,597,000	$ (8,956,000)
Net income (loss) per common share - basic	$ 1.05	$ (0.73)
Net income (loss) per common share - diluted	$ 1.04	$ (0.73)
Weighted-average number of common shares - basic	12,054	12,309
Weighted-average number of common shares - diluted	12,055	12,309
Net Income (Loss)	$ 12,597,000	$ (8,956,000)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(162,000)	18,000
Total other comprehensive (loss) income	(162,000)	18,000
Comprehensive income (loss)	$ 12,435,000	$ (8,938,000)

Net Income (Loss) per Share - Computation of Net Income (Loss) Per Share, Basic (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income (Loss)	$ 12,597	$ (8,956)
Allocation of net (loss) income for basic:
Allocation of net income (loss) for basic common stock	$ 12,597	$ (8,956)
Weighted average number of shares for basic:
Common shares, As reported - basic	12,054	12,309
Net income (loss) per share for basic:
Net income (loss) per common share - basic	$ 1.05	$ (0.73)
Common Class A
Allocation of net (loss) income for basic:
Allocation of net income (loss) for basic common stock	$ 10,409	$ (7,434)
Weighted average number of shares for basic:
Common shares, As reported - basic	9,960	10,218
Net income (loss) per share for basic:
Net income (loss) per common share - basic	$ 1.05	$ (0.73)
Common Class B
Allocation of net (loss) income for basic:
Allocation of net income (loss) for basic common stock	$ 2,162	$ (1,505)
Weighted average number of shares for basic:
Common shares, As reported - basic	2,068	2,068
Net income (loss) per share for basic:
Net income (loss) per common share - basic	$ 1.05	$ (0.73)
Unvested participating shares
Allocation of net (loss) income for basic:
Allocation of net income (loss) for basic unvested participating shares	$ 26	$ (17)
Weighted average number of shares for basic:
Common shares, As reported - basic	26	23

Common Stock and Stock-Based Compensation - Stock-Based Compensation Expense Included in Operating Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 7,127	$ 4,073
Advertising, promotional and selling expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	2,466	2,042
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 4,661	$ 2,031

Note Receivable

3 Months Ended

Mar. 30, 2024

Receivables [Abstract]

Note Receivable

G. Note Receivable

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 $3.0 million in 2024, $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 $1.3 million as of March 30, 2024. 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.

Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Gross Carrying Value	$ 60,784	$ 60,784
Accumulated Amortization	(1,203)	(1,140)
Net Book Value	59,581	59,644
Trade Names
Gross Carrying Value	56,984	56,984
Net Book Value	$ 56,984	56,984
Customer Relationships
Estimated Useful Life	15 years
Gross Carrying Value	$ 3,800	3,800
Accumulated Amortization	(1,203)	(1,140)
Net Book Value	$ 2,597	$ 2,660

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 30, 2024	Apr. 01, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 12,597	$ (8,956)

- Definition

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

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+ Details

Line of Credit - Additional Information (Detail)	3 Months Ended
Line of Credit - Additional Information (Detail)	Mar. 30, 2024 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
Line of credit, expiration date	Dec. 16, 2027
Line of credit, remaining borrowing capacity	$ 150,000,000
Revolving Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	1.10%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- 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

Licensing Agreements

3 Months Ended

Mar. 30, 2024

Licensing agreements [Abstract]

Licensing Agreements

N. Licensing Agreements

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. Under the agreements, the Company is responsible for developing, manufacturing, and marketing a flavored malt beverage product under the HARD MTN DEW® brand. As part of the agreements, Pepsi provides certain proprietary ingredients and also licenses the Company the use of its HARD MTN DEW® trademark in connection with manufacturing, promoting, marketing, and distributing the developed product, primarily through the Pepsi distribution network.

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 costs 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 $0.2 million and $0.6 million during the thirteen weeks ended March 30, 2024 and April 1, 2023, respectively. Freight costs and marketing costs are recorded in advertising, promotional, and selling expenses. The excess costs 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 $0.5 million and $0.1 million as of March 30, 2024 and December 30, 2023, respectively. During the thirteen weeks ended March 30, 2024 and April 1, 2023, total net revenue recognized under these agreements amounted to approximately 1% and 2%, respectively, of the Company's total net revenues.

On February 24, 2024, the Company and Pepsi amended the terms of these agreements, most notably to change distribution from the Pepsi Distribution network to the Company’s distribution network. The transition of distributor networks is expected to begin in May of 2024 and extend into 2025. Under the agreements, the Company is responsible for developing, manufacturing, and marketing a flavored malt beverage product under Pepsi’s MTN DEW® brand. Pepsi provides certain proprietary ingredients and also licenses the Company the use of its HARD MTN DEW® trademark in connection with manufacturing, promoting, marketing, and distributing the developed product.

Common Stock and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 30, 2024

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 30, 2023		207,810		$	361.53
Forfeited/ Expired		(15,487	)		383.46
Outstanding at March 30, 2024		192,323		$	359.76		4.92	$	6,853
Exercisable at March 30, 2024		127,707		$	322.94		4.26	$	6,538
Vested and expected to vest at March 30, 2024		175,421		$	363.04		4.80	$	6,802

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

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


	Number of Shares			Weighted Average Fair Value
Non-vested at December 30, 2023		114,797		$	373.56
Granted		76,715			289.14
Vested		(31,351	)		385.07
Forfeited		(1,058	)		352.88
Non-vested at March 30, 2024		159,103		$	330.73

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
	March 30, 2024		April 1, 2023
	(in thousands)
Amounts included in advertising, promotional and selling expenses		2,466		2,042
Amounts included in general and administrative expenses		4,661		2,031
Total stock-based compensation expense	$	7,127	$	4,073

Fair Value Measures

3 Months Ended

Mar. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measures

L. Fair Value Measures

The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

•

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.

At March 30, 2024 and December 30, 2023, 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 March 30, 2024 and December 30, 2023, the Company’s cash and cash equivalents balance was $205.4 million and $298.5 million, respectively, including money market funds amounting to $201.3 million and $291.5 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.

- 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

Organization and Basis of Presentation

3 Months Ended

Mar. 30, 2024

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 March 30, 2024, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended March 30, 2024 and April 1, 2023, 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 30, 2023.

In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of March 30, 2024 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended March 30, 2024 and April 1, 2023, 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.

Net Income (Loss) per Share

3 Months Ended

Mar. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) per Share

H. Net Income (Loss) per Share

The Company calculates net income (loss) per share using the two-class method, which requires the Company to allocate net income to its Class A Common Shares, Class B Common Shares and unvested share-based payment awards that participate in dividends with common stock, in the calculation of net income (loss) per share.

The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) certain future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) certain alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets.

The Class B Common Stock has full voting rights, including the right to (1) elect a majority of the members of the Company’s Board of Directors and (2) approve all (a) amendments to the Company’s Articles of Organization, (b) mergers or consolidations with, or acquisitions of, other entities, (c) sales or dispositions of any significant portion of the Company’s assets, and (d) equity-based and other executive compensation and other significant corporate matters. The Company’s Class B Common Stock is not listed for trading. Each share of the Class B Common Stock is freely convertible into one share of Class A Common Stock, upon request of the respective Class B holder, and participates equally in dividends.

The Company’s unvested share-based payment awards include unvested shares (1) issued under the Company’s investment share program, which permits employees who have been with the Company for at least 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 income (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 Income (Loss) per Common Share - Basic

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


	Thirteen weeks ended
	March 30, 2024		April 1, 2023
	(in thousands, except per share data)
Net income (loss)	$	12,597	$	(8,956	)
Allocation of net income (loss) for basic:
Class A Common Stock	$	10,409	$	(7,434	)
Class B Common Stock		2,162		(1,505	)
Unvested participating shares		26		(17	)
	$	12,597	$	(8,956	)
Weighted average number of shares for basic:
Class A Common Stock		9,960		10,218
Class B Common Stock		2,068		2,068
Unvested participating shares		26		23
		12,054		12,309
Net income (loss) per share for basic:
Class A Common Stock	$	1.05	$	(0.73	)
Class B Common Stock	$	1.05	$	(0.73	)

Net Income (Loss) per Common Share - Diluted

The Company calculates diluted net income (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.

The following table sets forth the computations of diluted net income (loss) per share, assuming the conversion of all Class B Common Stock into Class A Common Stock for the thirteen weeks ended March 30, 2024 and for the thirteen weeks ended April 1, 2023:


	Thirteen weeks ended
	March 30, 2024						April 1, 2023
	Earnings to Common Shareholders		Common Shares		EPS		Earnings to Common Shareholders			Common Shares		EPS
	(in thousands, except per share data)
As reported - basic	$	10,409		9,960	$	1.05	$	(7,434	)		10,218	$	(0.73	)
Add: effect of dilutive common shares
Share-based awards		—		27				—			—
Class B Common Stock		2,162		2,068				(1,505	)		2,068
Net effect of unvested participating shares		—		—				(17	)		23
Net income (loss) per common share - diluted	$	12,571		12,055	$	1.04	$	(8,956	)		12,309	$	(0.73	)

For the thirteen weeks ended March 30, 2024, in accordance with the two-class method, weighted-average stock options to purchase 85,643 shares and 27,573 unvested share-based payments 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 14,017 shares of Class A Common Stock and 38,805 performance-based stock awards were outstanding as of March 30, 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.

For the thirteen weeks ended April 1, 2023, in accordance with the two-class method, weighted-average stock options to purchase 46,288 shares of Class A Common Stock were outstanding but not included in computing dilutive loss per common share because the net loss position of the Company made them antidilutive.

Related Party Transactions

3 Months Ended

Mar. 30, 2024

Related Party Transactions

O. 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 March 30, 2024 and April 1, 2023 related to the lease was approximately $91,000. Additionally, during the thirteen weeks ended March 30, 2024 and April 1, 2023, the Company incurred expenses of less than $50,000 to various other suppliers affiliated with the Dogfish Head founders.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Inventories

3 Months Ended

Mar. 30, 2024

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:


	March 30, 2024		December 30, 2023
	(in thousands)
Current inventory:
Raw materials	$	62,238	$	55,116
Work in process		22,712		18,750
Finished goods		61,833		41,907
Total current inventory		146,783		115,773
Long term inventory		12,701		14,369
Total inventory	$	159,484	$	130,142

As of March 30, 2024 and December 30, 2023, the Company has recorded inventory obsolescence reserves of $7.9 million and $7.6 million, respectively.

Commitments and Contingencies - Additional Information (Detail) $ in Millions	Mar. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Contractual obligations payment, remainder of fiscal year	$ 176.3
Contractual obligations payment, 2025	21.7
Contractual obligations payment, 2026	10.3
Contractual obligations payment, 2027	2.9
Contractual obligations payment, 2028	1.4
Contractual obligations payment, 2029	1.6
Contractual obligations payment, thereafter	$ 0.1

Goodwill and Intangible Assets - Schedule of Amortization Expense (Detail) $ in Thousands	Mar. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 190
2025	253
2026	253
2027	253
2028	253
2029	253
Thereafter	1,142
Total amortization expense	$ 2,597

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 30, 2024	Dec. 30, 2023
Income Taxes [Line Items]
Unrecognized income tax benefits	$ 0.3	$ 0.3
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. The Company is not currently under any income tax audits as of March 30, 2024.
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

Income Taxes (Tables)

3 Months Ended

Mar. 30, 2024

Income Tax Disclosure [Abstract]

Summary of Effective Tax Rate

The following table provides a summary of the income tax provision for the thirteen weeks ended March 30, 2024 and April 1, 2023:


	Thirteen weeks ended
	March 30, 2024	April 1, 2023
Effective tax rate	33.0%	27.8%

Inventories (Tables)

3 Months Ended

Mar. 30, 2024

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consist of the following:


	March 30, 2024		December 30, 2023
	(in thousands)
Current inventory:
Raw materials	$	62,238	$	55,116
Work in process		22,712		18,750
Finished goods		61,833		41,907
Total current inventory		146,783		115,773
Long term inventory		12,701		14,369
Total inventory	$	159,484	$	130,142

Common Stock and Stock-Based Compensation

3 Months Ended

Mar. 30, 2024

Share-Based Payment Arrangement [Abstract]

Common Stock and Stock-Based Compensation

M. Common Stock and Stock-Based Compensation

Option Activity

Information related to stock options under the Restated Employee Equity Incentive Plan and the Stock Option Plan for Non-Employee Directors is summarized as follows:


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (in thousands)
Outstanding at December 30, 2023		207,810		$	361.53
Forfeited/ Expired		(15,487	)		383.46
Outstanding at March 30, 2024		192,323		$	359.76		4.92	$	6,853
Exercisable at March 30, 2024		127,707		$	322.94		4.26	$	6,538
Vested and expected to vest at March 30, 2024		175,421		$	363.04		4.80	$	6,802

Of the total options outstanding at March 30, 2024, 28,033 shares were performance-based options for which the performance criteria had yet to be achieved.

Non-Vested Shares Activity

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


	Number of Shares			Weighted Average Fair Value
Non-vested at December 30, 2023		114,797		$	373.56
Granted		76,715			289.14
Vested		(31,351	)		385.07
Forfeited		(1,058	)		352.88
Non-vested at March 30, 2024		159,103		$	330.73

Of the total non-vested shares at March 30, 2024, 38,805 shares were performance-based shares for which the performance criteria had yet to be achieved.

On March 1, 2024, the Company granted a combined 64,708 shares of restricted stock units to certain officers, senior managers and key employees. Of the restricted stock units granted, 8,384 had performance-based vesting criteria with potential achievement of 0% to 200% of the grant total and a three year service period. Additionally, 20,000 of the restricted stock units granted had performance based vesting criteria with potential vesting over a seven year service period, The remainder of restricted stock units granted on March 1, 2024 vest ratably over service periods of four years. Additionally on March 1, 2024, employees elected to purchase a combined 12,007 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 $308.14 and $186.77 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
	March 30, 2024		April 1, 2023
	(in thousands)
Amounts included in advertising, promotional and selling expenses		2,466		2,042
Amounts included in general and administrative expenses		4,661		2,031
Total stock-based compensation expense	$	7,127	$	4,073

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 May 18, 2023, the Board of Directors authorized an increase in the aggregate expenditure limit for the Company’s stock repurchase program by $269.0 million, increasing the limit from $931.0 million to $1.2 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 weeks ended March 30, 2024, the Company repurchased and subsequently retired 148,183 shares of its Class A Common Stock for an aggregate purchase price of $50.0 million. As of March 30, 2024, the Company had repurchased a cumulative total of approximately 14.2 million shares of its Class A Common Stock for an aggregate purchase price of approximately $983.5 million and had approximately $216.5 million remaining on the $1.2 billion stock repurchase expenditure limit set by the Board of Directors.

Goodwill and Intangible Assets

3 Months Ended

Mar. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

E. Goodwill and Intangible Assets

No impairment of goodwill was recorded in any period.

The Company’s intangible assets as of March 30, 2024 and December 30, 2023 were as follows:


			As of March 30, 2024							As of December 30, 2023
	Estimated Useful		Gross Carrying		Accumulated			Net Book		Gross Carrying		Accumulated			Net Book
	Life (Years)		Value		Amortization			Value		Value		Amortization			Value
								(in thousands)
Trade names	Indefinite		$	56,984	$	-		$	56,984	$	56,984	$	—		$	56,984
Customer relationships		15		3,800		(1,203	)		2,597		3,800		(1,140	)		2,660
Total intangible assets, net			$	60,784	$	(1,203	)	$	59,581	$	60,784	$	(1,140	)	$	59,644

Amortization expense in the thirteen weeks ended March 30, 2024 and April 1, 2023 was approximately $63,000. The Company expects to record amortization expense as follows:


Fiscal Year	Amount (in thousands)
Remainder of 2024	$	190
2025		253
2026		253
2027		253
2028		253
2029		253
Thereafter		1,142
Total amortization expense	$	2,597

Net Income (Loss) per Share - Computation of Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Earnings to Common Shareholders, As reported - basic	$ 12,597	$ (8,956)
Common shares, As reported - basic	12,054	12,309
EPS, As reported - basic	$ 1.05	$ (0.73)
Add: effect of dilutive common shares Share-based awards	27
Earnings to Common Shareholders, Net effect of unvested participating shares		$ (17)
Common Shares, Net effect of unvested participating shares		23
Earnings to Common Shareholders, Net income (loss) per common share - diluted	$ 12,571	$ (8,956)
Common Shares, Net income (loss) per common share - diluted	12,055	12,309
EPS, Net income (loss) per common share - diluted	$ 1.04	$ (0.73)
Common Class A
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Earnings to Common Shareholders, As reported - basic	$ 10,409	$ (7,434)
Common shares, As reported - basic	9,960	10,218
EPS, As reported - basic	$ 1.05	$ (0.73)
Common Class B
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Earnings to Common Shareholders, As reported - basic	$ 2,162	$ (1,505)
Common shares, As reported - basic	2,068	2,068
EPS, As reported - basic	$ 1.05	$ (0.73)
Earnings to Common Shareholders, Class B Common Stock	$ 2,162	$ (1,505)
Class B Common Stock	2,068	2,068

Inventories - Additional Information (Details) - USD ($) $ in Millions	Mar. 30, 2024	Dec. 30, 2023
Inventory Disclosure [Abstract]
Inventory obsolescence reserves	$ 7.9	$ 7.6

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Revenue Recognition

3 Months Ended

Mar. 30, 2024

Disaggregation of Revenue [Abstract]

Revenue Recognition

C. Revenue Recognition

During the thirteen weeks ended March 30, 2024 and April 1, 2023, approximately 94% and 95%, 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 5% and 4% of the Company's revenue for the thirteen weeks ended March 30, 2024 and April 1, 2023, 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 March 30, 2024 and April 1, 2023.

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 March 30, 2024 and December 30, 2023, the Company has deferred $16.6 million and $8.9 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 $10.3 million and $10.9 million for the thirteen weeks ended March 30, 2024 and April 1, 2023, 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 March 30, 2024 and April 1, 2023 were $19.7 million and $18.4 million, respectively. For the thirteen weeks ended March 30, 2024 and April 1, 2023, the Company recorded certain of these costs in the total amounts of $5.7 million and $5.3 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
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+ Details

Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Total	Common Stock Common Class A	Common Stock Common Class B	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings
Balance at Dec. 31, 2022	$ 1,068,549,000	$ 102,000	$ 21,000	$ 629,515,000	$ (210,000)	$ 439,121,000
Balance (in shares) at Dec. 31, 2022		10,238,000	2,068,000
Net Income (Loss)	(8,956,000)					(8,956,000)
Stock options exercised and restricted shares activities	(211,000)	$ 1,000		(212,000)
Stock options exercised and restricted shares activities (in shares)		20,000
Stock-based compensation expense	4,073,000			4,073,000
Repurchase and retirement of Class A Common Stock	(22,116,000)	$ (1,000)				(22,115,000)
Repurchase and retirement of Class A Common Stock (in shares)		(65,000)
Foreign currency translation adjustment	18,000				18,000
Balance at Apr. 01, 2023	1,041,357,000	$ 102,000	$ 21,000	633,376,000	(192,000)	408,050,000
Balance (in shares) at Apr. 01, 2023		10,193,000	2,068,000
Balance at Dec. 30, 2023	1,077,929,000	$ 100,000	$ 21,000	656,297,000	(57,000)	421,568,000
Balance (in shares) at Dec. 30, 2023		10,033,000	2,068,000
Net Income (Loss)	12,597,000					12,597,000
Stock options exercised and restricted shares activities	(482,000)			(482,000)
Stock options exercised and restricted shares activities (in shares)		24,000
Stock-based compensation expense	7,127,000			7,127,000
Repurchase and retirement of Class A Common Stock	(50,281,000)	$ (1,000)				(50,280,000)
Repurchase and retirement of Class A Common Stock (in shares)		(148,000)
Foreign currency translation adjustment	(162,000)				(162,000)
Balance at Mar. 30, 2024	$ 1,046,728,000	$ 99,000	$ 21,000	$ 662,942,000	$ (219,000)	$ 383,885,000
Balance (in shares) at Mar. 30, 2024		9,909,000	2,068,000

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

The Company’s intangible assets as of March 30, 2024 and December 30, 2023 were as follows:


			As of March 30, 2024							As of December 30, 2023
	Estimated Useful		Gross Carrying		Accumulated			Net Book		Gross Carrying		Accumulated			Net Book
	Life (Years)		Value		Amortization			Value		Value		Amortization			Value
								(in thousands)
Trade names	Indefinite		$	56,984	$	-		$	56,984	$	56,984	$	—		$	56,984
Customer relationships		15		3,800		(1,203	)		2,597		3,800		(1,140	)		2,660
Total intangible assets, net			$	60,784	$	(1,203	)	$	59,581	$	60,784	$	(1,140	)	$	59,644

Schedule of amortization expense

The Company expects to record amortization expense as follows:


Fiscal Year	Amount (in thousands)
Remainder of 2024	$	190
2025		253
2026		253
2027		253
2028		253
2029		253
Thereafter		1,142
Total amortization expense	$	2,597

Net Income (Loss) per Share (Tables)

3 Months Ended

Mar. 30, 2024

Earnings Per Share [Abstract]

Computation of Net Income (Loss) per Share, Basic

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


	Thirteen weeks ended
	March 30, 2024		April 1, 2023
	(in thousands, except per share data)
Net income (loss)	$	12,597	$	(8,956	)
Allocation of net income (loss) for basic:
Class A Common Stock	$	10,409	$	(7,434	)
Class B Common Stock		2,162		(1,505	)
Unvested participating shares		26		(17	)
	$	12,597	$	(8,956	)
Weighted average number of shares for basic:
Class A Common Stock		9,960		10,218
Class B Common Stock		2,068		2,068
Unvested participating shares		26		23
		12,054		12,309
Net income (loss) per share for basic:
Class A Common Stock	$	1.05	$	(0.73	)
Class B Common Stock	$	1.05	$	(0.73	)

Computation of Net Income (Loss) per Share, Diluted


	Thirteen weeks ended
	March 30, 2024						April 1, 2023
	Earnings to Common Shareholders		Common Shares		EPS		Earnings to Common Shareholders			Common Shares		EPS
	(in thousands, except per share data)
As reported - basic	$	10,409		9,960	$	1.05	$	(7,434	)		10,218	$	(0.73	)
Add: effect of dilutive common shares
Share-based awards		—		27				—			—
Class B Common Stock		2,162		2,068				(1,505	)		2,068
Net effect of unvested participating shares		—		—				(17	)		23
Net income (loss) per common share - diluted	$	12,571		12,055	$	1.04	$	(8,956	)		12,309	$	(0.73	)

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023	Dec. 30, 2023
Impairment of goodwill	$ 0
Intangible carrying value	59,581,000		$ 59,644,000
Intangible assets amortization	$ 63,000	$ 63,000

Note Receivable - Additional Information (Detail) - USD ($) $ in Millions	Jan. 02, 2024	Mar. 30, 2024
Receivables [Abstract]
Payment on loan and security agreement	$ 20.0
Repayment of the note receivable plus an agreed investment return	22.4
Annual repayment limits in 2024		$ 3.0
Annual repayment limits in 2025		7.5
Annual repayment limits in 2026		10.0
Annual repayment limits, Thereafter		10.0
Fair value of note receivable	18.6	$ 1.3
Amortization of note receivable	$ 1.4
Note receivable maturity date		Dec. 31, 2028

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Cash flows used in operating activities:
Net income (loss)	$ 12,597	$ (8,956)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	23,404	21,915
Impairment of brewery assets	335	484
Gain on sale of property, plant, and equipment	(23)	(195)
Change in right-of-use assets	1,915	1,921
Stock-based compensation expense	7,127	4,073
Deferred income taxes	(11)	(430)
Other non-cash expense (income)	99	(55)
Changes in operating assets and liabilities:
Accounts receivable	(6,304)	(23,372)
Inventories	(29,342)	(3,002)
Prepaid expenses, income tax receivable, and other assets	(4,241)	(16,972)
Third-party production prepayments	2,919	6,362
Accounts payable	11,352	15,258
Accrued expenses and other liabilities	(22,356)	(12,758)
Operating lease liabilities	(2,355)	(2,095)
Net cash used in operating activities	(4,884)	(17,822)
Cash flows used in investing activities:
Cash paid for note receivable	(20,000)
Purchases of property, plant and equipment	(15,737)	(17,312)
Proceeds from disposal of property, plant and equipment	23	195
Net cash used in investing activities	(35,714)	(17,117)
Cash flows used in financing activities:
Repurchases and retirement of Class A common stock	(49,967)	(21,096)
Proceeds from exercise of stock options and sale of investment shares	479	442
Cash paid on finance leases	(557)	(414)
Payment of tax withholding on stock-based payment awards and investment shares	(2,404)	(1,993)
Net cash used in financing activities	(52,449)	(23,061)
Change in cash and cash equivalents	(93,047)	(58,000)
Cash and cash equivalents at beginning of period	298,491	180,560
Cash and cash equivalents at end of period	205,444	122,560
Supplemental disclosure of cash flow information:
Income tax refunds, net of payments	21	1,744
Cash paid for amounts included in measurement of lease liabilities
Operating cash outflows from operating leases	2,737	2,560
Operating cash outflows from finance leases	286	9
Financing cash outflows from finance leases	337	413
Right-of-use-assets obtained in exchange for finance lease obligations	2,017
(Decrease) increase in accounts payable and accrued expenses for purchases of property, plant, and equipment	$ (1,456)	$ 358

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023	Dec. 30, 2023
Disaggregation Of Revenue [Line Items]
Sales to domestic distributors as a percentage of total sales	94.00%	95.00%
Sales to foreign distributors as a percentage of total sales	5.00%	4.00%
Sales to retail locations as a percentage of total sales	1.00%	1.00%
Deferred Revenue, Current	$ 16,600		$ 8,900
Reimbursements for discounts to distributors	10,300	$ 10,900
Advertising, promotional and selling expenses	120,275	125,428
Distributors
Disaggregation Of Revenue [Line Items]
Reduction in revenue related to advertising, promotional and selling expenses	5,700	5,300
Customers programs and incentives
Disaggregation Of Revenue [Line Items]
Advertising, promotional and selling expenses	$ 19,700	$ 18,400

Commitments and Contingencies

3 Months Ended

Mar. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

I. Commitments and Contingencies

Contractual Obligations

As of March 30, 2024, projected cash outflows under non-cancelable contractual obligations are as follows:


	Commitments
	(in thousands)
Ingredients and packaging (excluding hops and malt)	$	50,557
Brand support		50,437
Equipment and machinery		39,914
Hops and malt		39,656
Other		33,861
Total commitments	$	214,425

The Company expects to pay $176.3 million of these obligations in the remainder of fiscal 2024, $21.7 million in fiscal 2025, $10.3 million in fiscal 2026, $2.9 million in fiscal 2027, $1.4 million in fiscal 2028, $1.6 million in fiscal 2029, and $0.1 million thereafter.

Litigation

The Company is party to legal proceedings and claims, including class action claims, where significant damages are asserted against it. Given the inherent uncertainty of litigation, it is possible that the Company could incur liabilities as a consequence of these claims, which may or may not have a material adverse effect on the Company’s financial condition or the results of its operations. The Company accrues loss contingencies if, in the opinion of management and its legal counsel, the risk of loss is probable and the loss can be estimated. Material pending legal proceedings are discussed below.

Supplier Dispute. 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. On May 5, 2023, the Company filed an Answer in response to the Complaint, and Counterclaims against Ardagh. On June 26, 2023, Ardagh filed a Motion to Dismiss Certain Counterclaims and a Motion to Strike Certain Affirmative Defenses, to which the Company filed Oppositions on July 24, 2023. 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. The Company’s reply brief for this Motion will be filed on April 26, 2024.

Commitments and Contingencies - Summary of Non-cancelable Contractual Obligations (Detail) $ in Thousands	Mar. 30, 2024 USD ($)
Long-term Purchase Commitment [Line Items]
Commitments	$ 214,425
Equipment and machinery
Long-term Purchase Commitment [Line Items]
Commitments	39,914
Ingredients and Packaging (excluding hops and malt)
Long-term Purchase Commitment [Line Items]
Commitments	50,557
Brand Support
Long-term Purchase Commitment [Line Items]
Commitments	50,437
Hops and Malt
Long-term Purchase Commitment [Line Items]
Commitments	39,656
Other
Long-term Purchase Commitment [Line Items]
Commitments	$ 33,861

Recent Accounting Pronouncements

3 Months Ended

Mar. 30, 2024

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

B. Recent Accounting Pronouncements

New accounting pronouncements are issued periodically by the FASB and are adopted by the Company as of the specified effective dates. Unless otherwise disclosed below, the Company believes that recently issued and adopted pronouncements will not have a material impact on the Company’s financial position, results of operations and cash flows or do not apply to the Company’s operations.

In November 2023, the FASB issued ASU 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU applies to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the standard should be applied retrospectively. ASU 2023-07 will be effective for the Company's fiscal year ending December 28, 2024. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and disclosures.

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. Early adoption is permitted. ASU 2023-09 will be effective for the Company in the first quarter of its fiscal year ending December 27, 2025. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and disclosures.

- 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

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+ Details

Third-Party Production Prepayments (Tables)

3 Months Ended

Mar. 30, 2024

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 2024	$	14
2025		18
2026		3
2027		3
2028		3
2029		3
Thereafter		3
Total shortfall fees expected to be incurred	$	47

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 30, 2024	Apr. 19, 2024
Document Information [Line Items]
Document Transition Report	false
Document Quarterly Report	true
Document Type	10-Q
Document Period End Date	Mar. 30, 2024
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	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000949870
Current Fiscal Year End Date	--12-28
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		9,885,922
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,068,000

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
	Mar. 30, 2024 USD ($) $ / shares shares
Shares
Outstanding at beginning of period \| shares	207,810
Forfeited/ Expired \| shares	(15,487)
Outstanding at end of period \| shares	192,323
Exercisable at end of period \| shares	127,707
Vested and expected to vest at end of period \| shares	175,421
Weighted-Average Exercise Price
Outstanding at beginning of period \| $ / shares	$ 361.53
Forfeited/ Expired \| $ / shares	383.46
Outstanding at end of period \| $ / shares	359.76
Exercisable at end of period \| $ / shares	322.94
Vested and expected to vest at end of period \| $ / shares	$ 363.04
Weighted-Average Remaining Contractual Term
Outstanding at end of period	4 years 11 months 1 day
Exercisable at end of period	4 years 3 months 3 days
Vested and expected to vest at end of period	4 years 9 months 18 days
Aggregate Intrinsic Value
Outstanding at end of period \| $	$ 6,853
Exercisable at end of period \| $	6,538
Vested and expected to vest at end of period \| $	$ 6,802

Common Stock and Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions					3 Months Ended
	Mar. 01, 2024	Mar. 01, 2020	Mar. 01, 2019	Jan. 01, 2019	Mar. 30, 2024	Dec. 30, 2023	May 18, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option outstanding					192,323	207,810
Other than options granted in period					76,715
Weighted average fair value of stock awards					$ 289.14
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be repurchased					1,200,000,000
Number of shares repurchased during period					148,183
Number of shares repurchased during period, Value					$ 50.0
Number of total cumulative shares repurchased					14,200,000
Stock repurchase program, remaining authorized pepurchase amount					$ 216.5
Number of total cumulative shares repurchased, value					$ 983.5
Stock repurchase program, authorized amount							$ 269.0
Common Class A \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be repurchased							931,000,000
Common Class A \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be repurchased							1,200,000,000
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted in period	8,384
Other than options granted in period	64,708
Vesting period	4 years	4 years	4 years	5 years
Weighted average fair value of stock awards	$ 308.14
Restricted Stock Awards \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of potential achievement of performance-based vesting criteria	0.00%
Restricted Stock Awards \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of potential achievement of performance-based vesting criteria	200.00%
Performance Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option outstanding					28,033
Total shares outstanding					38,805
Vesting period	3 years
Performance Based Awards \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted in period	20,000
Vesting period	7 years
Investment Share Program \| Employee Stock Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares employees elected to purchase	12,007
Weighted average fair value of stock awards	$ 186.77

Licensing Agreements - Additional Information (Detail) - Pepsi - Pepsi Licensing Agreement - USD ($) $ in Millions	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023	Dec. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transition of distributor networks	The transition of distributor networks is expected to begin in May of 2024 and extend into 2025.
Percentage of shipments of beverages under license agreement	1.00%	2.00%
Payments for proprietary ingredients, shipment of beverages and marketing services	$ 0.2	$ 0.6
Excess over fair market value	$ 0.5		$ 0.1

Fair Value Measures - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Fair Value Disclosures [Abstract]
Cash and cash equivalents	$ 205,444	$ 298,491
Money market fund	$ 201,300	$ 291,500

Income Taxes - Summary of Income Tax (Benefit) Provision (Detail)	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	33.00%	27.80%

Third-Party Production Prepayments - Schedule of Expected Shortfall Fees to be Incurred (Detail) $ in Millions	Mar. 30, 2024 USD ($)
Contractual Obligation, Fiscal Year Maturity [Abstract]
Remainder of 2024	$ 14
2025	18
2026	3
2027	3
2028	3
2029	3
Thereafter	3
Total shortfall fees expected to be incurred	$ 47

Common Stock and Stock-Based Compensation - Summary of Vesting Activities of Shares Issued Under Investment Share Program and Restricted Stock Units (Detail)	3 Months Ended
	Mar. 30, 2024 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Non-vested at beginning of period \| shares	114,797
Granted \| shares	76,715
Vested \| shares	(31,351)
Forfeited \| shares	(1,058)
Non-vested at end of period \| shares	159,103
Non-vested at beginning of period \| $ / shares	$ 373.56
Granted \| $ / shares	289.14
Vested \| $ / shares	385.07
Forfeited \| $ / shares	352.88
Non-vested at end of period \| $ / shares	$ 330.73

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Current Assets:
Cash and cash equivalents	$ 205,444	$ 298,491
Accounts receivable	72,962	66,997
Inventories	146,783	115,773
Prepaid expenses and other current assets	27,489	20,538
Income tax receivable	244	1,711
Total current assets	452,922	503,510
Property, plant and equipment, net	635,131	642,509
Operating right-of-use assets	33,644	35,559
Goodwill	112,529	112,529
Intangible assets, net	59,581	59,644
Third-party production prepayments	30,662	33,581
Note receivable	18,739
Other assets	40,980	42,661
Total assets	1,384,188	1,429,993
Current Liabilities:
Accounts payable	98,107	87,245
Accrued expenses and other current liabilities	104,960	126,930
Current operating lease liabilities	8,351	9,113
Total current liabilities	211,418	223,288
Deferred income taxes, net	85,710	85,721
Non-current operating lease liabilities	34,297	36,161
Other liabilities	6,035	6,894
Total liabilities	337,460	352,064
Commitments and Contingencies (See Note I)
Stockholders' Equity:
Additional paid-in capital	662,942	656,297
Accumulated other comprehensive loss	(219)	(57)
Retained earnings	383,885	421,568
Total stockholders' equity	1,046,728	1,077,929
Total liabilities and stockholders' equity	1,384,188	1,429,993
Common Class A
Stockholders' Equity:
Common Stock	99	100
Common Class B
Stockholders' Equity:
Common Stock	$ 21	$ 21