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Item 2 — Management's Discussion and Analysis
The Boston Beer Company, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 27, 2026
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The following is a discussion of the significant factors affecting the consolidated operating results, financial condition and liquidity and cash flows of the Company for the thirteen and twenty-six week periods ended June 27, 2026, as compared to the thirteen and twenty-six week periods ended June 28, 2025. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements of the Company and Notes there to included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
RESULTS OF OPERATIONS
Thirteen Weeks Ended June 27, 2026 compared to Thirteen Weeks Ended June 28, 2025
Thirteen Weeks Ended (in thousands, except per barrel)
June 27, 2026 June 28, 2025 Amount change % change Per barrel change Per barrel % change
Barrels sold 2,047 2,144 (97 ) (4.5 )%
Per barrel % of net revenue Per barrel % of net revenue
Net revenue $ 568,338 $ 277.64 100.0 % $ 587,949 $ 274.23 100.0 % $ (19,611 ) (3.3 )% $ 3.41 1.2 %
Cost of goods 281,968 137.75 49.6 % 295,431 137.79 50.2 % (13,463 ) (4.6 )% (0.04 ) (0.0 )%
Gross profit 286,370 139.89 50.4 % 292,518 136.44 49.8 % (6,148 ) (2.1 )% 3.45 2.5 %
Advertising, promotional, and selling expenses 185,881 90.81 32.7 % 159,713 74.49 27.2 % 26,168 16.4 % 16.32 21.9 %
General and administrative expenses 48,878 23.88 8.6 % 45,751 21.34 7.8 % 3,127 6.8 % 2.54 11.9 %
Impairment of brewery assets 234 0.11 0.0 % 4,985 2.33 0.8 % (4,751 ) (95.3 )% (2.22 ) (95.3 )%
Litigation reduction (19,389 ) (9.47 ) (3.4 )% — — 0.0 % (19,389 ) >100% (9.47 ) >100%
Total operating expenses 215,604 105.33 37.9 % 210,449 98.16 35.8 % 5,155 2.4 % 7.17 7.3 %
Operating income 70,766 34.56 12.5 % 82,069 38.28 14.0 % (11,303 ) (13.8 )% (3.72 ) (9.7 )%
Other income, net 1,552 0.76 0.3 % 1,985 0.93 0.3 % (433 ) (21.8 )% (0.17 ) (18.3 )%
Income before income tax provision 72,318 35.32 12.7 % 84,054 39.21 14.3 % (11,736 ) (14.0 )% (3.89 ) (9.9 )%
Income tax provision 20,751 10.14 3.7 % 23,621 11.02 4.0 % (2,870 ) (12.2 )% (0.88 ) (8.0 )%
Net income $ 51,567 $ 25.18 9.1 % $ 60,433 $ 28.19 10.3 % $ (8,866 ) (14.7 )% $ (3.01 ) (10.7 )%
Net revenue. Net revenue decreased by $19.6 million, or 3.3%, to $568.3 million for the thirteen weeks ended June 27, 2026, as compared to $587.9 million for the thirteen weeks ended June 28, 2025 primarily due to decreased sales volume impacts of $26.6 million and increased sales incentives of $6.3 million, partially offset by favorable product mix of $8.4 million, and increased pricing of $5.4 million.
Volume. Total shipment volume decreased by 4.5% to 2,047,000 barrels for the thirteen weeks ended June 27, 2026, as compared to 2,144,000 barrels for the thirteen weeks ended June 28, 2025. The decrease was primarily driven by decreases in Twisted Tea, Truly, Samuel Adams and Hard Mountain Dew brands that were partially offset by increases in Sun Cruiser and Angry Orchard brands.
The Company believes distributor inventory as of June 27, 2026 was at an appropriate level for each of its brands and averaged approximately four and a half weeks which was consistent with the weeks on hand at the end of June 2025.
Net revenue per barrel. Net revenue per barrel increased by 1.2% to $277.64 per barrel for the thirteen weeks ended June 27, 2026, as compared to $274.23 per barrel for the comparable period in 2025, primarily due to increased pricing and favorable product mix.
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Cost of goods sold. Cost of goods sold was $137.75 per barrel for the thirteen weeks ended June 27, 2026, as compared to $137.79 per barrel for the thirteen weeks ended June 28, 2025. The 2026 cost of goods sold per barrel was flat to 2025 primarily due to inflationary impacts of $19.2 million, or $9.38 per barrel, offset by brewery efficiencies of $10.9 million, or $5.33 per barrel, contract renegotiations and recipe optimization savings of $5.2 million, or $2.54 per barrel, and decreases in inventory obsolescence of $3.9 million, or $1.91 per barrel.
Inflationary impacts of $19.2 million consist primarily of increased material costs, mainly from aluminum, of $18.2 million, inclusive of $2.9 million impact from tariffs, and increased internal brewery costs of $1.0 million.
Gross profit. Gross profit was $139.89 per barrel for the thirteen weeks ended June 27, 2026, as compared to $136.44 per barrel for the thirteen weeks ended June 28, 2025.
The Company includes freight charges related to the movement of finished goods from its manufacturing locations to distributor locations in its advertising, promotional and selling expense line item. As such, the Company’s gross margins may not be comparable to those of other entities that classify costs related to distribution differently.
Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses increased by $26.2 million, or 16.4%, to $185.9 million for the thirteen weeks ended June 27, 2026, as compared to $159.7 million for the thirteen weeks ended June 28, 2025 resulting from higher increased brand local marketing and point of sale investments of $17.5 million and higher freight costs of $8.6 million due to higher rates.
Advertising, promotional and selling expenses were 32.7% of net revenue, or $90.81 per barrel, for the thirteen weeks ended June 27, 2026, as compared to 27.2% of net revenue, or $74.49 per barrel, for the thirteen weeks ended June 28, 2025. This increase per barrel is primarily due to increased spend in local marketing and freight rates. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.
The Company conducts certain advertising and promotional activities in its distributors’ markets, and the distributors make contributions to the Company for such efforts. These amounts are included in the Company’s condensed consolidated statements of comprehensive operations as reductions to advertising, promotional and selling expenses. Historically, contributions from distributors for advertising and promotional activities have amounted to between 2% and 3% of net sales. The Company may adjust its promotional efforts in the distributors’ markets, if changes occur in these promotional contribution arrangements, depending on industry and market conditions.
General and administrative expenses. General and administrative expenses increased by $3.1 million, or 6.8%, to $48.9 million for the thirteen weeks ended June 27, 2026, as compared to $45.8 million for the thirteen weeks ended June 28, 2025, primarily due to increases in salaries and benefits costs of $1.2 million, and increases in legal fees of $1.1 million.
Impairment of brewery assets. Impairment of brewery assets of $0.2 million decreased by $4.8 million from 2025, due to decreased write-offs of equipment at third-party and Company-owned breweries.
Litigation reduction. For the thirteen weeks ended June 27, 2026, the Company recorded non-recurring pre-tax litigation reduction of $19.4 million, related to the supplier dispute, consisting of a favorable adjustment to pre-judgement interest of $21.0 million and post-judgement interest expense of $1.7 million.
For the thirteen weeks ended June 27, 2026, the combined pre-tax income related to the supplier dispute litigation of $18.0 million consists of legal expenses of $1.4 million, recorded in general and administrative expenses, and litigation reduction of $19.4 million.
Income tax provision. The Company's effective tax rate was a provision of 28.7%, an increase from 28.1% in the prior year. This increase in rate is due primarily to the increased negative impact of non-deductible stock compensation.
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Twenty-six Weeks Ended June 27, 2026 compared to Twenty-six Weeks Ended June 28, 2025
Twenty-Six Weeks Ended (in thousands, except per barrel)
June 27, 2026 June 28, 2025 Amount change % change Per barrel change Per barrel % change
Barrels sold 3,607 3,820 (213 ) (5.6 )%
Per barrel % of net revenue Per barrel % of net revenue
Net revenue $ 1,002,268 $ 277.87 100.0 % $ 1,041,816 $ 272.73 100.0 % $ (39,548 ) (3.8 )% $ 5.14 1.9 %
Cost of goods 501,937 139.16 50.1 % 530,035 138.75 50.9 % (28,098 ) (5.3 )% 0.41 0.3 %
Gross profit 500,331 138.71 49.9 % 511,781 133.98 49.1 % (11,450 ) (2.2 )% 4.73 3.5 %
Advertising, promotional, and selling expenses 325,957 90.37 32.5 % 297,249 77.81 28.5 % 28,708 9.7 % 12.56 16.1 %
General and administrative expenses 101,180 28.05 10.1 % 93,702 24.53 9.0 % 7,478 8.0 % 3.52 14.3 %
Impairment of brewery assets 236 0.07 0.0 % 4,985 1.30 0.5 % (4,749 ) (95.3 )% (1.23 ) (94.6 )%
Litigation expense 192,646 53.41 19.2 % — — 0.0 % 192,646 >100% 53.41 >100%
Total operating expenses 620,019 171.90 61.9 % 395,936 103.64 38.0 % 224,083 56.6 % 68.26 65.9 %
Operating (loss) income (119,688 ) (33.19 ) (11.9 )% 115,845 30.34 11.1 % (235,533 ) (203.3 )% (63.53 ) (209.4 )%
Other income, net 3,078 0.85 0.3 % 4,051 1.06 0.4 % (973 ) (24.0 )% (0.21 ) (19.8 )%
(Loss) income before income tax (benefit) provision (116,610 ) (32.34 ) (11.6 )% 119,896 31.40 11.5 % (236,506 ) (197.3 )% (63.74 ) (203.0 )%
Income tax (benefit) provision (22,916 ) (6.35 ) (2.3 )% 35,051 9.18 3.4 % (57,967 ) (165.4 )% (15.53 ) (169.2 )%
Net (loss) income $ (93,694 ) $ (25.99 ) (9.3 )% $ 84,845 $ 22.22 8.1 % $ (178,539 ) (210.4 )% $ (48.21 ) (217.0 )%
Net revenue. Net revenue decreased by $39.5 million, or 3.8%, to $1.002 billion for the twenty-six weeks ended June 27, 2026, as compared to $1.042 billion for the twenty-six weeks ended June 28, 2025, primarily due to decreased sales volume impacts of $58.1 million and increased sales incentives of $5.5 million, partially offset by increased pricing of $14.2 million and favorable product mix of $9.7 million.
Volume. Total shipment volume decreased by 5.6% to 3,607,000 barrels for the twenty-six weeks ended June 27, 2026, as compared to 3,820,000 barrels for the twenty-six weeks ended June 28, 2025, primarily due to decreases in Twisted Tea, Truly, Samuel Adams, Hard Mountain Dew and Dogfish Head brands that were partially offset by increases in Sun Cruiser and Angry Orchard brands.
Net revenue per barrel. Net revenue per barrel increased by 1.9% to $277.87 per barrel for the twenty-six weeks ended June 27, 2026, as compared to $272.73 per barrel for the comparable period in 2025, primarily due to pricing and favorable product mix.
Cost of goods sold. Cost of goods sold was $139.16 per barrel for the twenty-six weeks ended June 27, 2026, as compared to $138.75 per barrel for the twenty-six weeks ended June 28, 2025. The 2026 increase in cost of goods sold of $0.41, or 0.3% per barrel was primarily due to inflationary impacts of $31.7 million, or $8.79 per barrel, partially offset by brewery efficiencies of $11.1 million, or $3.08 per barrel, contract renegotiations and recipe optimization savings of $10.7 million, or $2.97 per barrel, decreases in inventory obsolescence of $4.8 million, or $1.33 per barrel, and lower third-party production payment amortization of $4.0 million, or $1.11 per barrel.
Inflationary impacts of $31.7 million consist primarily of increased material costs, mainly from aluminum, of $29.2 million, inclusive of $9.8 million impact from tariffs, and increased internal brewery costs of $2.5 million.
Gross profit. Gross profit was $138.71 per barrel for the twenty-six weeks ended June 27, 2026, as compared to $133.98 per barrel for the twenty-six weeks ended June 28, 2025.
Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses increased by $28.7 million, or 9.7%, to $326.0 million for the twenty-six weeks ended June 27, 2026, as compared to $297.2 million for twenty-six weeks ended June 28,
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2025. Brand and selling costs increased by $17.6 million primarily due to increased brand local marketing investments. Freight to distributors increased by $11.1 million primarily due to higher rates partially offset by lower volumes.
Advertising, promotional and selling expenses were 32.5% of net revenue, or $90.37 per barrel, for the twenty-six weeks ended June 27, 2026, as compared to 28.5% of net revenue, or $77.81 per barrel, for the twenty-six weeks ended June 28, 2025. This increase per barrel is primarily due to increased spend in local marketing and freight rates. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.
General and administrative expenses. General and administrative expenses increased by $7.5 million, or 8.0%, to $101.2 million for the twenty-six weeks ended June 27, 2026, as compared to $93.7 million for the twenty-six weeks ended June 28, 2025, primarily due to increases in legal fees of $4.2 million, increases in insurance and regulatory compliance costs of $1.5 million, and increases in salaries and benefits costs of $1.1 million
Impairment of brewery assets. Impairment of brewery assets of $0.2 million decreased by $4.7 million from 2025, due to decreased write-offs of equipment at third party and Company-owned breweries.
Litigation expense. For the twenty-six weeks ended June, 27, 2026, the Company recorded non-recurring pre-tax litigation expense of $192.6 million, related to the supplier dispute, consists of the judgement of $175.5 million, pre-judgement interest of $15.5 million and post-judgement interest expense of $1.7 million.
For the twenty-six weeks ended June 27, 2026, the combined pre-tax expense related to the supplier dispute litigation of $198.0 million consists of legal expenses of $5.4 million, recorded in general and administrative expenses, and litigation expense of $192.6 million.
Income tax (benefit) provision. The Company’s effective tax rate of 19.7% decreased from 29.2% in the prior year. The decrease is primarily due to a pre-tax loss in 2026 compared to pre-tax income in 2025 and the change in impact of non-deductible expenses.
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LIQUIDITY AND CAPITAL RESOURCES
The Company’s primary sources of liquidity are its existing cash balances, cash flows from operating activities and amounts available under its revolving credit facility. The Company’s material cash requirements include working capital needs, satisfaction of contractual commitments, stock repurchases, and investment in the Company’s business through capital expenditures.
Cash increased to $265.5 million as of June 27, 2026 from $223.4 million as of December 27, 2025, primarily reflecting cash provided by operating activities and partially offset by the repurchase of the Company's A common stock
Cash provided by operating activities consists of net (loss) income, adjusted for certain non-cash items, such as depreciation and amortization, stock-based compensation expense, litigation expense and other non-cash adjustments included in operating results, and changes in operating assets and liabilities, such as accounts receivable, inventory, accounts payable, and accrued expenses.
Cash provided by operating activities for the twenty-six weeks ended June 27, 2026 reflected $208.6 million of non-cash adjustments and $2.6 million of net cash inflows from changes in operating assets and liabilities, partially offset by a net loss of $93.7 million. The non‑cash adjustments primarily consisted of $192.6 million of litigation expense. Cash provided by operating activities for the twenty-six weeks ended June 28, 2025 reflected a net income of $84.8 million, non-cash adjustments of $42.1 million, and net cash inflows of $1.5 million for changes in operating assets and liabilities. The decrease in cash provided by operating activities for the twenty-six weeks ended June 27, 2026 compared to the twenty-six weeks ended June 28, 2025 was primarily attributable to lower operating cash flow generation resulting from lower earnings, net of non-cash adjustments, in 2026.
The Company used $22.8 million in investing activities during the twenty-six weeks ended June 27, 2026, as compared to $24.1 million during the twenty-six weeks ended June 28, 2025. The decrease in investing activity cash outflows is due to lower investment in the breweries during the current year. For both periods, capital investments were made primarily in company-owned and third-party production facilities to drive efficiencies, cost reductions, support product innovation and enable potential future growth.
Cash used in financing activities was $52.6 million during the twenty-six weeks ended June 27, 2026, as compared to $103.7 million during the twenty-six weeks ended June 28, 2025. The financing activity cash outflows in 2026 and 2025 comprised mostly of the repurchases of the Company's Class A common stock in the period.
During the period from December 28, 2025 through July 17, 2026, the Company repurchased and subsequently retired 262,665 shares of its Class A Common Stock for an aggregate purchase price of $54.1 million. As of July 17, 2026, the Company had repurchased a cumulative total of approximately 16.0 million shares of its Class A Common Stock for an aggregate purchase price of approximately $1.43 billion and had approximately $174 million remaining on the $1.6 billion stock repurchase expenditure limit set by the Board of Directors.
The Company expects that its cash balance as of June 27, 2026 of $265.5 million, along with its projected future operating cash flow and its unused line of credit balance of $150.0 million, will be sufficient to fund future cash requirements, including the potential litigation-related payments. The Company’s $150.0 million credit facility has a term not scheduled to expire until December 16, 2027. As of the date of this filing, the Company was not in violation of any of its covenants to the lender under the credit facility.
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CRITICAL ACCOUNTING POLICIES
There were no material changes to the Company’s critical accounting policies during the thirteen and twenty-six weeks ended June 27, 2026.
MARKET CONDITIONS AND TRENDS
Based on the information currently available and tariff programs announced by the U.S. government, the Company estimates tariffs will have an unfavorable cost impact for the full year 2026 of approximately $20 million to $30 million. Total tariff costs for the twenty-six weeks ended June 27, 2026 were $12.1 million.
FORWARD-LOOKING STATEMENTS
In this Quarterly Report on Form 10-Q and in other documents incorporated herein, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions, are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect subsequent events or circumstances. Forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include the factors set forth below in addition to the other information set forth in this Quarterly Report on Form 10-Q and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025.
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