G. Note Receivable

G. Note Receivable

H. Net Income per Share

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-14092

THE BOSTON BEER COMPANY, INC.

(Exact name of registrant as specified in its charter)


MASSACHUSETTS		04-3284048
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
One Design Center Place, Suite 850, Boston, Massachusetts		02210
(Address of principal executive offices)		(Zip Code)

(617) 368-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A Common Stock $0.01 par value	SAM	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

Number of shares outstanding of each of the issuer’s classes of common stock, as of October 17, 2025:


Class A Common Stock, $.01 par value		8,590,368
Class B Common Stock, $.01 par value		2,068,000
(Title of each class)		(Number of shares)

Table of Content

THE BOSTON BEER COMPANY, INC.

FORM 10-Q

September 27, 2025

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION		PAGE

	Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
		Condensed Consolidated Balance Sheets as of September 27, 2025 and December 28, 2024	3
		Condensed Consolidated Statements of Comprehensive Operations for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024	4
		Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 27, 2025 and September 28, 2024	5
		Condensed Consolidated Statements of Stockholders’ Equity for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024	6
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
	Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION

	Item 1.	Legal Proceedings	29
	Item 1A.	Risk Factors	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Mine Safety Disclosures	30
	Item 5.	Other Information	30
	Item 6.	Exhibits	31

SIGNATURES			32

EX-31.1 Section 302 CEO Certification

EX-31.2 Section 302 CFO Certification

EX-32.1 Section 906 CEO Certification

EX-32.2 Section 906 CFO Certification

Table of Content

PART I. FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	September 27, 2025			December 28, 2024

Current Assets:
Cash and cash equivalents	$	250,454		$	211,819
Accounts receivable		84,322			61,423
Inventories		101,716			117,159
Prepaid expenses and other current assets		23,538			20,209
Income tax receivable		1,756			6,681
Total current assets		461,786			417,291
Property, plant, and equipment, net		579,539			616,242
Operating right-of-use assets		32,942			27,837
Goodwill		112,529			112,529
Intangible assets, net		15,176			16,446
Third-party production prepayments		8,415			14,473
Note receivable		10,980			16,738
Other assets		25,234			28,462
Total assets	$	1,246,601		$	1,250,018
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	102,207		$	87,276
Accrued expenses and other current liabilities		137,774			138,618
Current operating lease liabilities		12,576			5,735
Total current liabilities		252,557			231,629
Deferred income taxes, net		50,307			65,803
Non-current operating lease liabilities		28,321			30,205
Other liabilities		4,432			6,194
Total liabilities		335,617			333,831
Commitments and Contingencies (See Note I)
Stockholders' Equity:
Class A Common Stock, $0.01 par value; 22,700,000 shares authorized; 8,645,180 and 9,263,198 issued and outstanding as of September 27, 2025 and December 28, 2024 respectively		86			93
Class B Common Stock, $0.01 par value; 4,200,000 shares authorized; 2,068,000 issued and outstanding as of September 27, 2025 and December 28, 2024		21			21
Additional paid-in capital		690,567			676,454
Accumulated other comprehensive loss		(463	)		(696	)
Retained earnings		220,773			240,315
Total stockholders' equity		910,984			916,187
Total liabilities and stockholders' equity	$	1,246,601		$	1,250,018

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Content

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands, except per share data)

(unaudited)


	Thirteen weeks ended						Thirty-nine weeks ended
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Revenue	$	571,476		$	642,131		$	1,678,258		$	1,708,555
Less excise taxes		33,982			36,654			98,948			97,928
Net revenue		537,494			605,477			1,579,310			1,610,627
Cost of goods sold		264,377			325,236			794,412			877,580
Gross profit		273,117			280,241			784,898			733,047
Operating expenses:
Advertising, promotional, and selling expenses		164,739			147,986			461,987			412,484
General and administrative expenses		44,913			43,818			138,615			142,226
Impairment of intangible assets		—			42,584			—			42,584
Impairment of brewery assets		1,416			20			6,401			3,751
Total operating expenses		211,068			234,408			607,003			601,045
Operating income		62,049			45,833			177,895			132,002
Other income, net:
Interest income, net		2,696			3,582			7,320			10,021
Other expense, net		(595	)		(317	)		(1,168	)		(795	)
Total other income, net		2,101			3,265			6,152			9,226
Income before income tax provision		64,150			49,098			184,047			141,228
Income tax provision		17,995			15,584			53,047			42,778
Net income	$	46,155		$	33,514		$	131,000		$	98,450
Net income per common share – basic	$	4.25		$	2.87		$	11.83		$	8.29
Net income per common share – diluted	$	4.25		$	2.86		$	11.82		$	8.27
Weighted-average number of common shares – basic		10,855			11,682			11,073			11,878
Weighted-average number of common shares – diluted		10,830			11,671			11,050			11,871
Net income	$	46,155		$	33,514		$	131,000		$	98,450
Other comprehensive (loss) income:
Foreign currency translation adjustment		(161	)		40			233			(181	)
Total other comprehensive (loss) income		(161	)		40			233			(181	)
Comprehensive income	$	45,994		$	33,554		$	131,233		$	98,269

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Content

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Thirty-nine weeks ended
	September 27, 2025			September 28, 2024
Cash flows provided by operating activities:
Net income	$	131,000		$	98,450
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		67,726			70,904
Impairment of intangible assets		—			42,584
Impairment of brewery assets		6,401			3,751
Gain on sale of property, plant, and equipment		(47	)		(263	)
Change in right-of-use assets		(5,654	)		5,793
Stock-based compensation expense		14,408			14,686
Deferred income taxes		(15,496	)		(19,276	)
Other non-cash expense		(32	)		220
Changes in operating assets and liabilities:
Accounts receivable		(22,866	)		(27,324	)
Inventories		13,816			(40,148	)
Prepaid expenses, income tax receivable, and other current assets		1,596			(3,429	)
Third-party production prepayments		6,058			15,566
Other assets		3,827			4,987
Accounts payable		16,042			18,053
Accrued expenses, income taxes payable and other liabilities		8,481			29,244
Operating lease liabilities		4,958			(6,808	)
Net cash provided by operating activities		230,218			206,990
Cash flows used in investing activities:
Cash paid for note receivable		—			(20,000	)
Purchases of property, plant, and equipment		(36,717	)		(52,770	)
Proceeds from disposal of property, plant, and equipment		47			23
Net cash used in investing activities		(36,670	)		(72,747	)
Cash flows used in financing activities:
Repurchases and retirement of Class A common stock		(152,423	)		(175,953	)
Proceeds from exercise of stock options and sale of investment shares		1,242			2,699
Cash paid on finance leases		(1,288	)		(1,473	)
Payment of tax withholding on stock-based payment awards and investment shares		(2,444	)		(2,406	)
Net cash used in financing activities		(154,913	)		(177,133	)
Change in cash and cash equivalents		38,635			(42,890	)
Cash and cash equivalents at beginning of period		211,819			298,491
Cash and cash equivalents at end of period	$	250,454		$	255,601
Supplemental disclosure of cash flow information:
Income tax payment, net	$	(54,215	)	$	(35,527	)
Cash paid for amounts included in measurement of lease liabilities
Operating cash outflows from operating leases	$	9,899		$	7,930
Operating cash outflows from finance leases	$	101		$	175
Financing cash outflows from finance leases	$	1,288		$	1,473
Right-of-use assets obtained in exchange for operating lease obligations	$	13,630		$	-
Right-of-use-assets obtained in exchange for finance lease obligations	$	-		$	2,017
Decrease in accounts payable and accrued expenses for purchases of property, plant, and equipment	$	(1,111	)	$	(3,818	)
(Decrease) increase in accrued expenses for non-cash financing activity – accrued excise taxes on share repurchases	$	(899	)	$	1,574
Non-cash investing activity - reduction in accrued expenses and notes receivable	$	6,008		$	2,423

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Content

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024

(in thousands)

(unaudited)


														Accumulated
	Class A			Class A			Class B		Class B		Additional			Other						Total
	Common			Common			Common		Common		Paid-in			Comprehensive			Retained			Stockholders’
	Shares			Stock, Par			Shares		Stock, Par		Capital			Loss			Earnings			Equity
Balance at December 28, 2024		9,263		$	93			2,068	$	21	$	676,454		$	(696	)	$	240,315		$	916,187
Net income																		24,412			24,412
Stock options exercised and restricted shares activities		32			-							10									10
Stock-based compensation expense												5,870									5,870
Repurchase and retirement of Class A Common Stock		(202	)		(2	)												(49,616	)		(49,618	)
Foreign currency translation adjustment															149						149
Balance at March 29, 2025		9,093		$	91			2,068	$	21	$	682,334		$	(547	)	$	215,111		$	897,010
Net income																		60,433			60,433
Stock options exercised and restricted shares activities		2			-							28									28
Stock-based compensation expense												5,054									5,054
Repurchase and retirement of Class A Common Stock		(217	)		(2	)												(50,429	)		(50,431	)
Foreign currency translation adjustment															245						245
Balance at June 28, 2025		8,878		$	89			2,068	$	21	$	687,416		$	(302	)	$	225,115		$	912,339
Net income																		46,155			46,155
Stock options exercised and restricted shares activities		3			-							(333	)								(333	)
Stock-based compensation expense												3,484									3,484
Repurchase and retirement of Class A Common Stock		(236	)		(3	)												(50,497	)		(50,500	)
Foreign currency translation adjustment															(161	)					(161	)
Balance at September 27, 2025		8,645		$	86			2,068	$	21	$	690,567		$	(463	)	$	220,773		$	910,984

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				Class A										Accumulated
	Class A			Common			Class B		Class B		Additional			Other						Total
	Common			Stock,			Common		Common		Paid-in			Comprehensive			Retained			Stockholders’
	Shares			Par			Shares		Stock, Par		Capital			Loss			Earnings			Equity
Balance at December 30, 2023		10,033		$	100			2,068	$	21	$	656,297		$	(57	)	$	421,568		$	1,077,929
Net income																		12,597			12,597
Stock options exercised and restricted shares activities		24			-							(482	)								(482	)
Stock-based compensation expense												7,127									7,127
Repurchase and retirement of Class A Common Stock		(148	)		(1	)												(50,280	)		(50,281	)
Foreign currency translation adjustment															(162	)					(162	)
Balance at March 30, 2024		9,909		$	99			2,068	$	21	$	662,942		$	(219	)	$	383,885		$	1,046,728
Net income																		52,339			52,339
Stock options exercised and restricted shares activities		8			-							1,266									1,266
Stock-based compensation expense												3,881									3,881
Repurchase and retirement of Class A Common Stock		(221	)		(2	)												(63,618	)		(63,620	)
Foreign currency translation adjustment															(59	)					(59	)
Balance at June 29, 2024		9,696		$	97			2,068	$	21	$	668,089		$	(278	)	$	372,606		$	1,040,535
Net income																		33,514			33,514
Stock options exercised and restricted shares activities		1			-							14									14
Stock-based compensation expense												3,678									3,678
Repurchase and retirement of Class A Common Stock		(226	)		(2	)												(63,622	)		(63,624	)
Foreign currency translation adjustment															40						40
Balance at September 28, 2024		9,471		$	95			2,068	$	21	$	671,781		$	(238	)	$	342,498		$	1,014,157

The accompanying notes are an integral part of these condensed consolidated financial statements.

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A. Organization and Basis of Presentation

The Boston Beer Company, Inc. and certain subsidiaries (the “Company”) are engaged in the business of selling alcohol beverages throughout the United States and in selected international markets, under the tradenames “The Boston Beer Company®”, “Twisted Tea Brewing Company®”, “Hard Seltzer Beverage Company”, “Angry Orchard® Cider Company”, “Dogfish Head® Craft Brewery”, “Dogfish Head Distilling Co.”, “Angel City® Brewing Company”, “Coney Island® Brewing Company”, "Green Rebel Brewing Co.", "Sun Cruiser Beverage Co.", "American Fermentation Company LLC", and "Sinless Spirits Company".

The accompanying unaudited condensed consolidated balance sheet as of September 27, 2025, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 27, 2025 and September 28, 2024, respectively, have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnotes normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. All intercompany accounts and transactions have been eliminated. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024.

In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 27, 2025 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 27, 2025 and September 28, 2024, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

B. Recent Accounting Pronouncements

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

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU was issued to address investor requests for more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and income taxes paid information, and to improve the effectiveness of income tax disclosures. This ASU is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-09 will be effective for the Company for its fiscal year ending December 27, 2025. The Company is currently evaluating the impact the adoption of this ASU will have on its year-end consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03—Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures (SubTopic 220-40): Disaggregation of Income Statement Expenses. This ASU was issued to address investor requests for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This ASU is effective for public entities for annual periods beginning after December 15, 2026. Early adoption is permitted. ASU 2024-03 will be effective for the Company in the first quarter of its fiscal year ending December 25, 2027. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

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C. Revenue Recognition

The breakdown of revenue during the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:


	Thirteen weeks ended						Thirty-nine weeks ended
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Shipments to domestic distributors		93	%		94	%		94	%		94	%
Shipments to international distributors		5	%		4	%		5	%		5	%
Sales at retail locations		2	%		2	%		1	%		1	%
		100	%		100	%		100	%		100	%

The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of title of its products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. As of September 27, 2025 and December 28, 2024, the Company has deferred $16.8 million and $11.3 million, respectively, in revenue related to product shipped prior to these dates. These amounts are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

Customer promotional discount programs are entered into by the Company with distributors for certain periods of time. The reimbursements for discounts to distributors are recorded as reductions to net revenue and were $19.1 million and $53.0 million for the thirteen and thirty-nine weeks ended September 27, 2025, respectively, and $20.1 million and $50.4 million for the thirteen and thirty-nine weeks ended September 28, 2024, 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 net revenue or as advertising, promotional and selling expenses for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:


	Thirteen weeks ended				Thirty-nine weeks ended
	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
	(in thousands)				(in thousands)
Amount recorded as a reduction to net revenue	$	11,930	$	9,109	$	30,876	$	22,823
Amount recorded as advertising, promotional and selling expenses		6,519		5,277		15,608		14,537
Total customer programs and incentives	$	18,449	$	14,386	$	46,484	$	37,360

Costs recognized in net revenues include, but are not limited to, promotional discounts, sales incentives and certain other promotional activities. Costs recognized in advertising, promotional and selling expenses include point of sale materials, samples and advertising expenditures in local markets. These costs are recorded as incurred, generally when invoices are received; however certain estimates are required at the period end. Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred.

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D. Inventories

Inventories consist of raw materials, work in process and finished goods which are stated at the lower of cost, determined on the first-in, first-out basis, or net realizable value. Raw materials principally consist of hops, packaging, flavorings, fruit juices, and other brewing materials. The Company’s goal is to maintain on hand a supply of at least one year for essential hop varieties, in order to limit the risk of an unexpected reduction in supply. Inventories are generally classified as current assets. The Company classifies hops inventory in excess of two years of forecasted usage in other long-term assets. The cost elements of work in process and finished goods inventory consist of raw materials, direct labor and manufacturing overhead. Inventories consist of the following:


	September 27, 2025		December 28, 2024

Current inventory:
Raw materials	$	36,830	$	48,321
Work in process		20,591		18,878
Finished goods		44,295		49,960
Total current inventory		101,716		117,159
Long term inventory		7,703		6,076
Total inventory	$	109,419	$	123,235

As of September 27, 2025 and December 28, 2024, the Company has recorded inventory obsolescence reserves of $11.8 million and $16.3 million, respectively.

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E. Goodwill and Intangible Assets

The Company has recorded intangible assets with indefinite lives and goodwill for which impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. The Company performs its annual impairment tests and re-evaluates the useful lives of other intangible assets with indefinite lives at the annual impairment test measurement date in the third quarter of each fiscal year or when circumstances arise that indicate a possible impairment or change in useful life might exist.

Goodwill. The guidance for goodwill impairment testing allows an entity to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit, of which the Company has one, is less than its carrying amount or to proceed directly to performing a quantitative impairment test. Under the quantitative assessment, the estimated fair value of the Company’s reporting unit is compared to its carrying value, including goodwill. The estimate of fair value of the Company’s reporting unit is generally calculated based on an income approach using the discounted cash flow method supplemented by the market approach which considers the Company’s market capitalization and enterprise value. If the estimated fair value of the Company’s reporting unit is less than the carrying value of its reporting unit, a goodwill impairment will be recognized. In estimating the fair value of the Company’s reporting unit, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings, cost of capital, and other factors. The assumptions used in the estimate of fair value are based on historical trends and the projections and assumptions that are used in the latest operating plans. These assumptions reflect management’s estimates of future economic and competitive conditions and are, therefore, subject to change as a result of changing market conditions. If these estimates or their related assumptions change in the future, the Company may be required to recognize an impairment loss for the Company’s goodwill which could have a material adverse impact on the Company’s financial statements.

No impairment of goodwill was recorded in any period.

Intangible assets. The Company’s intangible assets consist primarily of a trademark and customer relationships obtained through the Company’s Dogfish Head acquisition. Customer relationships are amortized over their estimated useful lives and beginning in the fourth quarter of 2024, the Company changed the indefinite useful life Dogfish Head trademark asset and began amortizing the remaining balance over an estimated useful life of 10 years.

As of September 28, 2024, the Dogfish Head trademark was classified as an indefinite-lived intangible asset and was not amortized. In line with accounting guidance, the Company may perform either a qualitative assessment or a quantitative impairment test. The quantitative test compares the trademark’s carrying value to its estimated fair value, determined using the relief-from-royalty method. If the fair value is lower, an impairment charge is recorded.

In 2024, as a result of performing this testing, the Dogfish Head trademark asset with a carrying value of $55.6 million was written down to its estimated fair value of $14.4 million. The Coney Island trademark asset with a carrying value of $1.0 million was written down to zero and the Angel City trademark asset with a carrying value of $0.4 million was written down to zero, resulting in a total impairment of $42.6 million which was recorded during the thirteen weeks and thirty-nine weeks ended September 28, 2024.

In the third quarter of 2025, the Company conducted a trigger event analysis on its amortizing intangible assets. The review did not identify any indicators of impairment, and as a result, no impairment charges were recorded.

The Company’s intangible assets as of September 27, 2025 and December 28, 2024 were as follows:


		As of September 27, 2025							As of December 28, 2024
				Accumulated			Net Book		Gross Carrying		Accumulated			Net Book
	Life (Years)	Value		Amortization			Value		Value		Amortization			Value
							(in thousands)							(in thousands)
Customer relationships	15	$	3,800	$	(1,584	)	$	2,216	$	3,800	$	(1,394	)	$	2,406
Trademarks	10		14,400		(1,440	)		12,960		14,400		(360	)		14,040
Total intangible assets, net		$	18,200	$	(3,024	)	$	15,176	$	18,200	$	(1,754	)	$	16,446

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Amortization expense in the thirteen and thirty-nine weeks ended September 27, 2025 was approximately $0.4 million and $1.2 million. The Company expects to record future amortization expense as follows:


Fiscal Year	Amount (in thousands)
2025		423
2026		1,693
2027		1,693
2028		1,693
2029		1,693
2030		1,693
Thereafter		6,288
Total amortization expense	$	15,176

F. Third-Party Production Payments

During the thirteen and thirty-nine weeks ended September 27, 2025, the Company produced approximately 90% and 83%, respectively, of its domestic volume at Company-owned production facilities. During the thirteen and thirty-nine weeks ended September 28, 2024, the Company produced approximately 66% and 71%, respectively, of its domestic volume at Company-owned production facilities. In the normal course of its business, the Company has historically entered into various production arrangements with other beverage companies. Pursuant to these arrangements, the Company generally supplies raw materials and packaging to those companies and incurs conversion fees for labor at the time the liquid is produced and packaged.

The Company currently has production services agreements with subsidiaries of City Brewing Company, LLC (“City Brewing”). In August 2025, the Company extended the terms and amended certain fees under these agreements. The contracts now expire on December 31, 2028 and the Company retains the contractual right to extend these agreements annually through December 31, 2035. These City Brewing agreements include a minimum capacity availability commitment by City Brewing and the Company is obligated to meet annual minimum volume commitments and is subject to contractual shortfall fees, if these annual minimum volume commitments are not met.

During the thirteen and thirty-nine weeks ended September 27, 2025, City Brewing supplied approximately 10% and 17%, respectively, of the Company’s domestic shipment volume. During the thirteen and thirty-nine weeks ended September 28, 2024, City Brewing supplied approximately 34% and 28%, respectively, of the Company’s domestic shipment volume. In accordance with the production services agreement, the Company has made payments to City Brewing which were principally used for capital improvements at City Brewing facilities. These payments are being expensed over the terms of the agreements. During the thirty-nine weeks ended September 27, 2025 and September 28, 2024, third-party production prepayment expense was $7.1 million and $16.4 million, respectively. The remaining net book value of these third-party production prepayments is $8.4 million as of September 27, 2025, which is expected to be expensed to cost of goods sold ratably through December 31, 2028.

In January of 2024, the Company and City Brewing entered into a Loan and Security agreement at which time payment of $20 million was made by the Company to City Brewing. Repayment of the note receivable plus an agreed investment return for a combined total of $22.4 million shall be repaid to the Company subject to annual repayment limits. As of September 27, 2025, the balance of the note receivable was $11.0 million and the final maturity date is December 31, 2028.

In December of 2024, the Company announced an amendment and restatement in its entirety of an existing production agreement with a third-party supplier, Rauch North America Inc ("Rauch"). This amendment adjusted the existing production agreement to better match the Company’s future capacity requirements and resulted in increased production flexibility and more favorable termination rights to the Company in exchange for a $26 million cash payment to Rauch which was paid on December 23, 2024. As a result of the payment, the Company recorded a pre-tax contract settlement expense of $26 million in the fourth quarter of 2024.

The amended and restated Rauch agreement includes quarterly minimum payments that total $4.1 million annually at zero volume and a termination fee of $5 million with 12 months written notice. The initial term of the agreement expires on December 31, 2031 with provisions to extend.

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At current production volume projections, the Company believes that it will fall short of its future annual volume commitments under the City Brewing and Rauch agreements and will incur shortfall fees. The Company expenses the shortfall fees during the contractual period when such fees are incurred as a component of cost of goods sold. During the thirteen weeks and thirty-nine weeks ended September 27, 2025, the Company incurred $1.0 million and $7.5 million, respectively, in shortfall fees. During the thirteen weeks and thirty-nine weeks ended September 28, 2024, the Company incurred $0.6 million and $4.7 million, respectively, in shortfall fees. At current volume projections, the Company anticipates that it will recognize approximately $31 million of shortfall fees in the future with $14 million forecasted to be expensed in the remainder of 2025 and $17 million expected to be expensed in future years thereafter, primarily in 2026.

As of September 27, 2025, if volume for the remaining term of the production arrangements was zero, the total contractual shortfall fees, with advance notice as specified in the related contractual agreements, would total approximately $40 million with $19 million due in the remainder of 2025 and $21 million due in future years thereafter.

The Company has regular discussions with its third-party production suppliers related to its future capacity needs and the terms of its contracts. Changes to volume estimates, future amendments or cancellations of existing contracts could accelerate or change total shortfall fees expected to be incurred.

The Company and City Brewing entered into a Loan and Security agreement on January 2, 2024 at which time payment of $20 million was made by the Company to City Brewing. Repayment of the note receivable plus an agreed investment return for a combined total of $22.4 million shall be credited to the Company through reductions of shortfall fees, subject to annual repayment limits and through other payments or credits, should owed shortfall fees be lower than these annual repayment limits. The annual repayment limits are $7.5 million in 2025 and $10.0 million in 2026 and thereafter. The final maturity date of the loan is December 31, 2028.

The Company determined the fair value of the note receivable on the issuance date to be $18.6 million. The $1.4 million difference between the cash paid to City Brewing of $20.0 million and the fair value of the note of $18.6 million on issuance date has been recorded as a third-party production prepayment asset and will be recognized as a component of cost of goods sold over the term of the third-party production arrangement. The unamortized balance was $0.4 million as of September 27, 2025. Interest income on the note receivable is being recognized over the term of the loan, which is to be repaid in full no later than December 31, 2028.

As of September 27, 2025, the Company had $11.0 million fair value remaining on the note receivable.

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

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

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

The Company’s unvested share-based payment awards include unvested shares (1) issued under the Company’s investment share program, which permits employees who have been with the Company for at least one year to purchase shares of Class A Common Stock and to purchase those shares at a discount ranging from 20% to 40% below market value based on years of employment starting after two years of employment, and (2) awarded as restricted stock units at the discretion of the Company’s Board of Directors. The investment shares vest over five years in equal number of shares and the restricted stock units generally vest over four years in equal number of shares. If a dividend is declared, the unvested shares would participate equally. See Note M for a discussion of the current year unvested stock awards and issuances.

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Included in the computation of net income per diluted common share are dilutive outstanding stock options and restricted stock that are vested or expected to vest. At its discretion, the Board of Directors grants stock options and restricted stock units to senior management and certain key employees. The terms of the employee stock options are determined by the Board of Directors at the time of grant. To date, stock options granted to employees vest over various service periods and/or based on the attainment of certain performance criteria and generally expire after ten years. The restricted stock units generally vest over four years in equal number of shares. Each restricted stock unit represents an unfunded and unsecured right to receive one share of Class A Stock upon satisfaction of the vesting criteria. The unvested shares participate equally in dividends, if declared, and are forfeitable. The Company also grants stock options and restricted stock units to its non-employee directors upon election or re-election to the Board of Directors. The number of option shares granted to non-employee directors is calculated based on a defined formula and these stock options vest immediately upon grant and expire after ten years. The restricted stock units granted to non-employee directors vest immediately upon grant.

Net Income per Common Share - Basic

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


	Thirteen weeks ended				Thirty-nine weeks ended
	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
	(in thousands, except per share data)				(in thousands, except per share data)
Net income	$	46,155	$	33,514	$	131,000	$	98,450
Allocation of net income for basic:
Class A Common Stock	$	37,231	$	27,500	$	106,174	$	81,082
Class B Common Stock		8,793		5,933		24,467		17,140
Unvested participating shares		131		81		359		228
	$	46,155	$	33,514	$	131,000	$	98,450
Weighted average number of shares for basic:
Class A Common Stock		8,756		9,586		8,974		9,783
Class B Common Stock		2,068		2,068		2,068		2,068
Unvested participating shares		31		28		31		27
		10,855		11,682		11,073		11,878
Net income per share for basic:
Class A Common Stock	$	4.25	$	2.87	$	11.83	$	8.29
Class B Common Stock	$	4.25	$	2.87	$	11.83	$	8.29

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Net Income per Common Share - Diluted

The Company calculates diluted net income per share for common stock using the more dilutive of (1) the treasury stock method, or (2) the two-class method, which assumes the participating securities are not exercised.

The following table sets forth the computations of diluted net income per share, assuming the conversion of all Class B Common Stock into Class A Common Stock for the thirteen and thirty-nine weeks ended September 27, 2025 and for the thirteen and thirty-nine weeks ended September 28, 2024:


	Thirteen weeks ended
	September 27, 2025						September 28, 2024
	Earnings to Common Shareholders		Common Shares		EPS		Earnings to Common Shareholders		Common Shares		EPS
	(in thousands, except per share data)
As reported - basic	$	37,231		8,756	$	4.25	$	27,500		9,586	$	2.87
Add: effect of dilutive common shares
Share-based awards		—		6				—		17
Class B Common Stock		8,793		2,068				5,933		2,068
Net effect of unvested participating shares		—		—				—		—
Net income per common share - diluted	$	46,024		10,830	$	4.25	$	33,433		11,671	$	2.86

	Thirty-nine weeks ended
	September 27, 2025						September 28, 2024
	Earnings to Common Shareholders		Common Shares		EPS		Earnings to Common Shareholders		Common Shares		EPS
	(in thousands, except per share data)
As reported - basic	$	106,174		8,974	$	11.83	$	81,082		9,783	$	8.29
Add: effect of dilutive common shares
Share-based awards		—		8				—		20
Class B Common Stock		24,467		2,068				17,140		2,068
Net effect of unvested participating shares		—		—				-		—
Net income per common share - diluted	$	130,641		11,050	$	11.82	$	98,222		11,871	$	8.27

For the thirteen and thirty-nine weeks ended September 27, 2025, in accordance with the two-class method, weighted-average stock options to purchase 180,461 and 179,618 shares, respectively, were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase 6,930 shares of Class A Common Stock were outstanding as of September 27, 2025 but not included in computing diluted income per common share because the performance criteria were not met as of the end of the reporting period.

For the thirteen and thirty-nine weeks ended September 28, 2024, in accordance with the two-class method, weighted-average stock options to purchase 135,343 and 129,101 shares, respectively, were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase 10,843 shares of Class A Common Stock were outstanding as of September 28, 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.

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I. Commitments and Contingencies

Contractual Obligations

As of September 27, 2025, projected cash outflows under non-cancellable contractual obligations are as follows:


		Commitments

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

BOSTON BEER CO INC 10-Q