UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-Q

 

 

 

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

For the quarterly period ended JuneMarch 30, 20182019

OR

 

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)

 

(I.R.S. Employer

Identification No.)

One Design Center Place, Suite 850, Boston, Massachusetts

(Address of principal executive offices)

02210

(Zip Code)

(617)368-5000

(Registrant’s telephone number, including area code)

 

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒     No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, small reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   Accelerated filer 
Non-accelerated filer   Small reporting company 
Emerging growth company    

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 Rule12b-2 of the Act.)    Yes  ☐    No  ☒

Number of shares outstanding of each of the issuer’s classes of common stock, as of JulyApril 20, 2018:2019:

 

Class A Common Stock, $.01 par value

   8,733,7678,748,401 

Class B Common Stock, $.01 par value

   3,017,9832,917,983 

(Title of each class)

   (Number of shares

 

 

 


THE BOSTON BEER COMPANY, INC.

FORM10-Q

JuneMarch  30, 20182019

TABLE OF CONTENTS

 

PAGE

PART I.

  FINANCIAL INFORMATION  PAGE
  Item 1.  Consolidated Financial Statements  3 
    Consolidated Balance Sheets as of JuneMarch 30, 20182019 and December 30, 201729, 2018 3 
    Consolidated Statements of Comprehensive Income for the thirteen andtwenty-sixweeks ended
June March 30, 20182019 and July 1, 2017March 31, 2018
 4 
    Consolidated Statements of Cash FlowsStockholders’ Equity for thetwenty-six thirteen weeks ended JuneMarch 30, 20182019 and July 1,
2017March 31, 2018
 5 
Consolidated Statements of Cash Flows for the thirteen weeks ended March 30, 2019 and March 31, 2018   6
  Notes to Consolidated Financial Statements  6-147-14 
  Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations  15-1915-18 
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk  2018 
  Item 4.  Controls and Procedures  2018 

PART II.

  OTHER INFORMATION  
  Item 1.  Legal Proceedings  2018 
  Item 1A.  Risk Factors  2019 
  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  2019 
  Item 3.  Defaults Upon Senior Securities  2119 
  Item 4.  Mine Safety Disclosures  2119 
  Item 5.  Other Information  2119 
  Item 6.  Exhibits  2119 

SIGNATURES

   2321 

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

PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

  March 30, December 29, 
  June 30,
2018
 December 30,
2017
   2019 2018 
Assets      

Current Assets:

      

Cash and cash equivalents

  $76,179  $65,637   $102,887  $108,399 

Accounts receivable, net of allowance for doubtful accounts of $27 and $0 as of June 30, 2018 and December 30, 2017, respectively

   54,063  33,749 

Accounts receivable

   54,525  34,073 

Inventories

   63,646  50,651    85,861  70,249 

Prepaid expenses and other current assets

   13,308  10,695    16,754  13,136 

Income tax receivable

   4,824  7,616    833  5,714 
  

 

  

 

   

 

  

 

 

Total current assets

   212,020  168,348    260,860  231,571 

Property, plant and equipment, net

   384,048  384,280    398,882  389,789 

Right-of-use assets

   26,177   —   

Other assets

   18,746  13,313    14,418  14,808 

Goodwill

   3,683  3,683    3,683  3,683 
  

 

  

 

   

 

  

 

 

Total assets

  $618,497  $569,624   $704,020  $639,851 
  

 

  

 

   

 

  

 

 
Liabilities and Stockholders’ Equity      

Current Liabilities:

      

Accounts payable

  $59,478  $38,141   $61,620  $47,102 

Accrued expenses and other current liabilities

   72,032  63,617    66,655  73,412 

Current lease liabilities

   3,727   —   
  

 

  

 

   

 

  

 

 

Total current liabilities

   131,510  101,758    132,002  120,514 

Deferred income taxes, net

   35,594  34,819    50,198  49,169 

Non-current lease liabilities

   27,161   —   

Other liabilities

   8,721  9,524    4,841  9,851 
  

 

  

 

   

 

  

 

 

Total liabilities

   175,825  146,101    214,202  179,534 

Commitments and Contingencies

   

Commitments and Contingencies (See Note H)

   

Stockholders’ Equity:

      

Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 8,635,460 and 8,603,152 issued and outstanding as of June 30, 2018 and December 30, 2017, respectively

   86  86 

Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 3,017,983 and 3,017,983 issued and outstanding as of June 30, 2018 and December 30, 2017, respectively

   30  30 

Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 8,634,806 and 8,580,593 issued and outstanding as of March 30, 2019 and December 29, 2018, respectively

   86  86 

Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 2,917,983 and 2,917,983 issued and outstanding as of March 30, 2019 and December 29, 2018, respectively

   29  29 

Additionalpaid-in capital

   399,616  372,590    411,481  405,711 

Accumulated other comprehensive loss, net of tax

   (1,516 (1,288   (1,160 (1,197

Retained earnings

   44,456  52,105    79,382  55,688 
  

 

  

 

   

 

  

 

 

Total stockholders’ equity

   442,672  423,523    489,818  460,317 
  

 

  

 

   

 

  

 

 

Total liabilities and stockholders’ equity

  $618,497  $569,624   $704,020  $639,851 
  

 

  

 

   

 

  

 

 

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

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

 

  Thirteen weeks ended Twenty-six weeks ended   Thirteen weeks ended 
  June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
   March 30,
2019
 March 31,
2018
 

Revenue

  $289,574  $264,664  $491,405  $437,101   $267,559  $201,831 

Less excise taxes

   16,474  16,734  27,848  27,476    15,908  11,374 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net revenue

   273,100  247,930  463,557  409,625    251,651  190,457 

Cost of goods sold

   131,130  113,911  225,490  199,262    127,111  94,360 
  

 

  

 

  

 

  

 

   

 

  

 

 

Gross profit

   141,970  134,019  238,067  210,363    124,540  96,097 

Operating expenses:

        

Advertising, promotional and selling expenses

   86,510  67,831  154,031  121,585    71,723  67,521 

General and administrative expenses

   23,879  19,395  43,217  37,957    23,374  19,338 

Impairment of assets

   517  1,505  517  1,505 
  

 

  

 

  

 

  

 

   

 

  

 

 

Total operating expenses

   110,906  88,731  197,765  161,047    95,097  86,859 
  

 

  

 

  

 

  

 

   

 

  

 

 

Operating income

   31,064  45,288  40,302  49,316    29,443  9,238 

Other income (expense), net:

        

Interest income, net

   273  86  478  170    637  205 

Other (expense) income, net

   (203 129  (488 57 

Other expense, net

   (252 (285
  

 

  

 

  

 

  

 

   

 

  

 

 

Total other income (expense), net

   70  215  (10 227    385  (80
  

 

  

 

  

 

  

 

   

 

  

 

 

Income before income tax provision

   31,134  45,503  40,292  49,543 

Income tax provision

   7,599  16,378  7,447  14,707 

Income before income tax provision (benefit)

   29,828  9,158 

Income tax provision (benefit)

   6,134  (152
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income

  $23,535  $29,125  $32,845  $34,836   $23,694  $9,310 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income per common share - basic

  $1.99  $2.38  $2.78  $2.82   $2.04  $0.79 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income per common share - diluted

  $1.98  $2.35  $2.76  $2.79   $2.02  $0.78 
  

 

  

 

  

 

  

 

   

 

  

 

 

Weighted-average number of common shares - Class A basic

   8,667  9,092  8,690  9,161    8,606  8,714 
  

 

  

 

  

 

  

 

   

 

  

 

 

Weighted-average number of common shares - Class B basic

   3,018  3,097  3,018  3,134    2,918  3,018 
  

 

  

 

  

 

  

 

   

 

  

 

 

Weighted-average number of common shares - diluted

   11,787  12,344  11,809  12,430    11,636  11,831 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income

  $23,535  $29,125  $32,845  $34,836   $23,694  $9,310 
  

 

  

 

  

 

  

 

   

 

  

 

 

Other comprehensive income:

        

Foreign currency translation adjustment

   7  (10 18  (10   37  11 
  

 

  

 

  

 

  

 

   

 

  

 

 

Comprehensive income

  $23,542  $29,115  $32,863  $34,826   $23,731  $9,321 
  

 

  

 

  

 

  

 

   

 

  

 

 

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

THEBOSTONTHE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASHFLOWSSTOCKHOLDERS’ EQUITY

For the 13 Weeks Ended March 30, 2019 and March 31, 2018

(in thousands)

(unaudited)

 

   Twenty-six weeks
ended
 
   June 30,
2018
  July 1,
2017
 

Cash flows provided by operating activities:

   

Net income

  $32,845  $34,836 

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation and amortization

   26,011   25,616 

Impairment of assets

   517   1,505 

Loss on disposal of property, plant and equipment

   26   22 

Bad debt expense

   27   17 

Stock-based compensation expense

   4,570   3,413 

Deferred income taxes

   775   25 

Changes in operating assets and liabilities:

   

Accounts receivable

   (21,651  (15,001

Inventories

   (18,636  (6,549

Prepaid expenses, income tax receivable and other assets

   217   2,605 

Accounts payable

   20,563   8,580 

Accrued expenses and other current liabilities

   8,721   6,227 

Other liabilities

   (244  (254
  

 

 

  

 

 

 

Net cash provided by operating activities

   53,741   61,042 
  

 

 

  

 

 

 

Cash flows used in investing activities:

   

Purchases of property, plant and equipment

   (25,470  (16,721

Proceeds from disposal of property, plant and equipment

   2   16 

Change in restricted cash

   98   (5
  

 

 

  

 

 

 

Net cash used in investing activities

   (25,370  (16,710
  

 

 

  

 

 

 

Cash flows used in financing activities:

   

Repurchase of Class A Common Stock

   (39,725  (78,180

Proceeds from exercise of stock options

   21,529   14,062 

Cash paid on note payable

   (78  (60

Net proceeds from sale of investment shares

   445   462 
  

 

 

  

 

 

 

Net cash used in financing activities

   (17,829  (63,716
  

 

 

  

 

 

 

Change in cash and cash equivalents

   10,542   (19,384

Cash and cash equivalents at beginning of year

   65,637   91,035 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $76,179  $71,651 
  

 

 

  

 

 

 

Supplemental disclosure of cash flow information:

   

Income taxes paid

  $3,355  $4,812 
  

 

 

  

 

 

 

Decrease in accounts receivable for ASU2014-09 adoption

  $(1,310 $—   
  

 

 

  

 

 

 

Income taxes refunded

  $—    $2 
  

 

 

  

 

 

 

Increase (Decrease) in accounts payable for purchase of property, plant and equipment

  $774  $(3,550
  

 

 

  

 

 

 
   Class A
Common
Shares
  Class A
Common
Stock,
Par
  Class B
Common
Shares
   Class B
Common
Stock,
Par
   Additional
Paid-in
Capital
   Accumulated
Other
Comprehensive
Loss, net of tax
  Retained
Earnings
  Total
Stockholders’
Equity
 

Balance at December 29, 2018

   8,580  $86   2,918   $29   $405,711   $(1,197 $55,688  $460,317 

Net income

            23,694   23,694 

Stock options exercised and restricted shares activities

   54   —         3,704      3,704 

Stock-based compensation expense

         2,066      2,066 

Currency translation adjustment

           37    37 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance at March 30, 2019

   8,634  $86   2,918   $29   $411,481   $(1,160 $79,382  $489,818 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   Class A
Common
Shares
  Class A
Common
Stock,
Par
  Class B
Common
Shares
   Class B
Common
Stock,
Par
   Additional
Paid-in
Capital
   Accumulated
Other
Comprehensive
Loss, net of tax
  Retained
Earnings
  Total
Stockholders’
Equity
 

Balance at December 30, 2017

   8,603  $86   3,018   $30   $372,590   $(1,288 $52,105  $423,523 

Net income

            9,310   9,310 

Stock options exercised and restricted shares activities

   188   2       20,232      20,234 

Stock-based compensation expense

         1,491      1,491 

Repurchase of Class A Common Stock

   (91  (1         (16,638  (16,639

Currency translation adjustment

           (11   (11

One time effect of adoption of ASU2014-09, Revenue from Contracts with Customers, net of tax of $329

            (982  (982

One time effect of adoption of ASU2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

           (210  210   —   
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance at March 31, 2018

   8,700  $87   3,018   $30   $394,313   $(1,509 $44,005  $436,926 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

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

THEBOSTONTHE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

   Thirteen weeks ended 
   March 30,
2019
  March 31,
2018
 

Cash flows provided by (used in) operating activities:

   

Net income

  $23,694  $9,310 

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation and amortization

   12,863   12,820 

Loss on disposal of property, plant and equipment

   271   143 

Lease expense

   859   —   

Bad debt expense

   —     47 

Stock-based compensation expense

   2,066   1,491 

Deferred income taxes

   1,029   178 

Changes in operating assets and liabilities:

   

Accounts receivable

   (20,452  (16,615

Inventories

   (15,353  (8,166

Prepaid expenses, income tax receivable and other assets

   1,336   (4,689

Accounts payable

   14,400   2,299 

Accrued expenses and other current liabilities

   (6,465  (6,575

Net lease liabilities

   (624  —   

Other liabilities

   19   (658
  

 

 

  

 

 

 

Net cash provided by (used in) operating activities

   13,643   (10,415
  

 

 

  

 

 

 

Cash flows used in investing activities:

   

Purchases of property, plant and equipment

   (22,080  (11,477

Proceeds from disposal of property, plant and equipment

   1   2 

Change in restricted cash

   28   111 
  

 

 

  

 

 

 

Net cash used in investing activities

   (22,051  (11,364
  

 

 

  

 

 

 

Cash flows provided by financing activities:

   

Repurchase of Class A Common Stock

   —     (16,640

Proceeds from exercise of stock options

   2,768   19,304 

Cash paid on note payable

   (72  (63

Net proceeds from sale of investment shares

   200   186 
  

 

 

  

 

 

 

Net cash provided by financing activities

   2,896   2,787 
  

 

 

  

 

 

 

Change in cash and cash equivalents

   (5,512  (18,992

Cash and cash equivalents at beginning of year

   108,399   65,637 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $102,887  $46,645 
  

 

 

  

 

 

 

Supplemental disclosure of cash flow information:

   

Income taxes paid

  $207  $459 
  

 

 

  

 

 

 

Cash paid for amounts included in measurement of lease liabilities

  $901  $—   
  

 

 

  

 

 

 

Right-of-use assets obtained in exchange for lease obligations

  $27,037   —   
  

 

 

  

 

 

 

Decrease in accounts receivable for ASU2014-09 adoption

  $—    $(1,310
  

 

 

  

 

 

 

Increase in accounts payable for purchase of property, plant and equipment

  $118  $2,741 
  

 

 

  

 

 

 

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

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.

A. Organization and Basis of Presentation

The Boston Beer Company, Inc. and certain subsidiaries (the “Company”) are engaged in the business of producing and selling alcohol beverages throughout the United States and in selected international markets, under the trade names, The“The Boston Beer Company®Company®, Twisted“Twisted Tea Brewing Company Angry®”, “Angry Orchard® Cider Company, HardCompany”, “Hard Seltzer Beverage Company, Traveler Beer Co.®Company”, Angel“Angel City® Brewing Company®Company”, Concrete“Concrete Beach Brewery®Brewery®”, “Coney Island® Brewing Company”, “Marathon Brewing Company”, and Coney Island® Brewing Company.“American Fermentation Company”.

The accompanying unaudited consolidated balance sheet as of JuneMarch 30, 2018,2019, and the consolidated statements of comprehensive income, stockholders’ equity, and consolidated statements of cash flows for the interim periods ended JuneMarch 30, 20182019 and July 1, 2017March 31, 2018 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 U.S generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form10-K for the year ended December 30, 2017.29, 2018.

In the opinion of the Company’s management, the Company’s unaudited consolidated balance sheet as of JuneMarch 30, 20182019 and the results of its consolidated operations, stockholders’ equity, and consolidated cash flows for the interim periods ended JuneMarch 30, 20182019 and July 1, 2017,March 31, 2018, 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.

B. Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In May 2014, the FASB issued ASUNo. 2014-09,Revenue from Contracts with Customers (Topic 606). ASU2014-09 supersedes virtually all existing revenue guidance. Under this standard, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity needs to use more judgment and make more estimates than under the previous guidance. On December 31, 2017, the Company adopted the new accounting standard and all related amendments using the modified retrospective method which allows application only to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings. In accordance with the new accounting standard, the majority of the Company’s revenue continues to be recognized at the time its products are shipped. Upon adoption, the Company began recognition of certain variable customer promotional discount programs earlier than it had under the previous revenue guidance which resulted in a $1.0 million, net of tax, cumulative effect as an adjustment to retained earnings. The comparative years have not been restated and continue to be reported underearnings in the accounting standards in effect for those periods.first quarter of 2018. The Company expectsconsiders the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis.

In March 2016, the FASB issued ASUNo. 2016-09,Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU2016-09 is part of the FASB’s initiative to simplify accounting standards. The guidance impacted several aspects of the accounting for employee share-based payment transactions, including accounting for income taxes and forfeitures, as well as classification in the consolidated statements of cash flows. Under ASU2016-09, excess tax benefits and deficiencies as a result of stock option exercises and restricted stock vesting are to be recognized as discrete items within income tax expense or benefit in the consolidated statements of comprehensive income in the reporting period in which they occur. Additionally, under ASU2016-09, excess tax benefits and deficiencies should be classified along with other income tax cash flows as an operating activity in the consolidated statements of cash flows. The Company adopted this new accounting standard prospectively in the first quarter of 2017. Prior periods have not been adjusted. Under this new accounting standard, for the thirteen weeks ended June 30, 2018 and the thirteen weeks ended July 1, 2017, $1.1 million and $0.2 million, respectively, in excess tax benefit from stock-based compensation arrangements was recognized within income tax provision in the consolidated statement of comprehensive income and classified as an operating activity in the consolidated statement of cash flow. For thetwenty-six weeks ended June 30, 2018 and July 1, 2017, $3.9 million and $3.7 million, respectively, was recognized. The Company has not changed its forfeiture policy and continued to estimate forfeitures expected to occur to determine stock-based compensation expense.

In February 2018, the FASB issued ASUNo. 2018-02,Income Statement – Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.Under this update, an entity is allowed a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The Company early adopted this accounting standard prospectively in the first quarter of 2018. Prior periods have not been adjusted. In the first quarter of 2018, the Company reclassified $0.2 million of federal and state income tax effects of the Tax Cut and Jobs Act of 2017 related to defined benefit plans from accumulated other comprehensive income to retained earnings. The Company expects the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis.

Accounting Pronouncements Not Yet Effective

In February 2016, the FASB issued ASUNo. 2016-02,Leases (Topic 842). The guidance requires lessees to recognizeright-of-use (“ROU”) assets and lease liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. Under ASU2016-02, will be effective retrospectivelylessees are permitted to use a modified retrospective approach, which requires an entity to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented for the year beginning December 30, 2018, with early adoption permitted. In July 2018, the FASB issued ASUNo. 2018-11,Leases (Topic 842), permitting the use of an alternative modified retrospective approach that would result in an entity recognizing a lease liability and ROU asset as of the effective date of the requirements, with all comparative periods presented and disclosed, in accordance withASC 840, Leases requirements, changing the date of initial application to the beginning of the period of adoption. On December 30, 2018, the Company adopted the new accounting standard using the alternative modified retrospective approach, applying ASC 840 to all comparative periods, including disclosures. Upon adoption, the Company recognized ROU assets of $27.0 million and lease liabilities of $31.5 million. The Company currently expectsconsiders the impact of the adoption to adopt ASU2016-02 in the first quarter of 2019. As of June 30, 2018 and December 30, 2017, the Company had $26.3 million and $12.8 million, respectively, of contractual obligationsbe immaterial to its consolidated financial statements on lease agreements, the present value of which would be included on the consolidated balance sheets under the new guidance.an ongoing basis.

C. Revenue Recognition

C.Revenue Recognition

During thetwenty-six thirteen weeks ended JuneMarch 30, 20182019 approximately 94%96% of the Company’s revenue was from shipments of its products to domestic Distributors and 5%3% from shipments to international Distributors, primarily located in Canada. Approximately 1% of the Company’s revenue is from retail beer, cider and merchandise sales at the Company’s retail locations.

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 JuneMarch 30, 20182019 and July 1, 2017,March 31, 2018, the Company has deferred $7.3$11.2 million and $7.0$8.1 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 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 $10.1$6.2 million and $15.7$5.6 million for the thirteen andtwenty-sixweeks ended JuneMarch 30, 2018, respectively. Reimbursements for discounts for the thirteen andtwenty-six weeks ended July 1, 2017 were $8.4 million2019 and $13.5 million,March 31, 2018, 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 topoint-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 for the thirteen andtwenty-sixweeks ended JuneMarch 30, 2019 and March 31, 2018 were $4.2$3.1 million and $6.2 million, respectively. Amounts paid to customers in connection with these programs that were recorded as reductions to revenue for the thirteen andtwenty-six weeks ended July 1, 2017 were $3.7 million and $6.0$2.0 million, respectively. 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.

The Company benefited from a reduction in federal excise taxes of $1.7 million and $2.8$1.1 million for the thirteen and twenty-six weeks ended JuneMarch 30, 2019 and March 31, 2018, respectively, as a result of the Tax Cuts and Jobs Act of 2017.

Shipments for the quarter increased at a significantly higher rate than depletions and resulted in significantly higher distributor inventory as of March 30, 2019 when compared to March 31, 2018. The Company believes distributor inventory as of March 30, 2019 averaged approximately 6 weeks on hand and was at an appropriate level based on inventory requirements to support forecasted growth of Truly and Twisted Tea brands over the summer. The Company expects wholesaler inventory levels in terms of weeks on hand to return to more normal levels of approximately 3 to 4 weeks on hand later in the year.

D.Inventories

D. Inventories

Inventories consist of raw materials, work in process and finished goods. Raw materials, which principally consist of hops, apple juice, other brewing materials and packaging, are stated at the lower of cost, determined on thefirst-in,first-out basis, or net realizable value. 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,   December 29, 
   2019   2018 
   (in thousands) 

Current inventory:

    

Raw materials

  $51,207   $44,655 

Work in process

   9,198    8,252 

Finished goods

   25,456    17,342 
  

 

 

   

 

 

 

Total current inventory

   85,861    70,249 

Long term inventory

   11,360    11,619 
  

 

 

   

 

 

 

Total inventory

  $97,221   $81,868 
  

 

 

   

 

 

 

E. Leases

The Company has various lease agreements in place for facilities and equipment. Terms of these leases include, in some instances, scheduled rent increases, renewals, purchase options and maintenance costs, and vary by lease. These lease obligations expire at various dates through 2028. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company recognized ROU assets of $27.0 million and lease liabilities of $31.5 million upon adoption on December 30, 2018. ROU assets and lease liabilities commencing after December 30, 2018 are recognized at commencement date based on the present value of lease payments over the lease term. As of March 30, 2019, total ROU assets and lease liabilities were approximately $26.2 million and $30.9 million, respectively. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. Aggregate lease expense for the thirteen weeks ended March 30, 2019 was $1.5 million, consisting of $1.1 million in lease expense for lease liabilities recorded on the Company’s balance sheet and $0.4 million in short-term lease expense.

Maturities of lease liabilities as of March 30, 2019 are as follows:

 

   June 30,
2018
   December 30,
2017
 
   (in thousands) 

Current inventory:

    

Raw materials

  $37,639   $33,086 

Work in process

   10,125    6,826 

Finished goods

   15,882    10,739 
  

 

 

   

 

 

 

Total current inventory

   63,646    50,651 

Long term inventory

   15,546    9,905 
  

 

 

   

 

 

 

Total inventory

  $79,192   $60,556 
  

 

 

   

 

 

 
   Operating   Weighted-Average 
   Leases   Remaining Term in Years 
   (in thousands)     

2019

  $3,482   

2020

   4,946   

2021

   4,809   

2022

   4,513   

2023

   4,395   

After 2023

   13,179   
  

 

 

   

Total lease payments

   35,324   

Less imputed interest (based on 3.4% weighted-average discount rate)

   (4,436  
  

 

 

   

 

 

 

Present value of lease liability

  $30,888    7.5 
  

 

 

   

 

 

 

The Company has additional lease liabilities of $2.8 million which have not yet commenced as of March 30, 2019, and as such, have not been recognized on the Company’s Consolidated balance sheet. These leases are expected to commence during the second quarter of 2019 with a term of five years.

E.

F. Net Income per Share

The Company calculates net income per share using thetwo-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 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 KL for a discussion of the current year unvested stock awards and issuances.

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 generally vest over four years in equal number of shares. The unvested shares participate equally in dividends and are forfeitable. The Company also grants stock options to itsnon-employee directors upon election orre-election to the Board of Directors. The number of option shares granted tonon-employee directors is calculated based on a defined formula and these stock options vest immediately upon grant and expire after ten years.

Net Income per Common Share - Share—Basic

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

 

  Thirteen weeks ended 
  Thirteen weeks ended   Twenty-six weeks ended   March 30,   March 31, 
  June 30,
2018
   July 1,
2017
   June 30,
2018
   July 1,
2017
   2019   2018 
  (in thousands, except
per share data)
   (in thousands, except
per share data)
   (in thousands, except per share data) 

Net income

  $23,535   $29,125   $32,845   $34,836   $23,694   $9,310 
  

 

   

 

   

 

   

 

   

 

   

 

 

Allocation of net income for basic:

            

Class A Common Stock

  $17,290   $21,603   $24,187   $25,812   $17,525   $6,872 

Class B Common Stock

   6,020    7,360    8,400    8,829    5,942    2,380 

Unvested participating shares

   225    162    258    195    227    58 
  

 

   

 

   

 

   

 

 
  $23,535   $29,125   $32,845   $34,836   

 

   

 

 
  $23,694   $9,310 

Weighted average number of shares for basic:

            

Class A Common Stock

   8,667    9,092    8,690    9,161    8,606    8,714 

Class B Common Stock*

   3,018    3,097    3,018    3,134    2,918    3,018 

Unvested participating shares

   112    68    93    69    111    73 
  

 

   

 

   

 

   

 

   

 

   

 

 
   11,797    12,257    11,801    12,364    11,635    11,805 

Net income per share for basic:

            

Class A Common Stock

  $1.99   $2.38   $2.78   $2.82   $2.04   $0.79 
  

 

   

 

   

 

   

 

   

 

   

 

 

Class B Common Stock

  $1.99   $2.38   $2.78   $2.82   $2.04   $0.79 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

*

Change in Class B Common Stock resulted from the conversion of 79,000100,000 shares to Class A Common Stock on October 31, 2017November 1, 2018 with the ending number of shares reflecting the weighted average for the period.

Net Income per Common Share - 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) thetwo-class method, which assumes the participating securities are not exercised.

The following table sets forth the computation of diluted net income per share, assuming the conversion of all Class B Common Stock into Class A Common Stock and using thetwo-class method for unvested participating shares:

 

  Thirteen weeks ended 
  June 30, 2018   July 1, 2017 
  Earnings to
Common
Shareholders
   Common
Shares
   EPS   Earnings to
Common
Shareholders
   Common
Shares
   EPS 
          (in thousands, except per share data)         

As reported - basic

  $17,290    8,667   $1.99   $21,603    9,092   $2.38 

Add: effect of dilutive potential common shares

            

Share-based awards

   —      102      —      155   

Class B Common Stock

   6,020    3,018      7,360    3,097   

Net effect of unvested participating shares

   2    —        2    —     
  

 

   

 

     

 

   

 

   

Net income per common share - diluted

  $23,312    11,787   $1.98   $28,965    12,344   $2.35 
  

 

   

 

     

 

   

 

   
  Thirteen weeks ended 
  Twenty-six weeks ended   March 30, 2019   March 30, 2018 
  June 30, 2018   July 1, 2017   Earnings to           Earnings to         
  Earnings to
Common
Shareholders
   Common
Shares
   EPS   Earnings to
Common
Shareholders
   Common
Shares
   EPS   Common           Common         
  (in thousands, except per share data)   Shareholders   Common Shares   EPS   Shareholders   Common Shares   EPS 

As reported - basic

  $24,187    8,690   $2.78   $25,812    9,161   $2.82 
          (in thousands, except per share data)         

As reported—basic

  $17,525    8,606   $2.04   $6,872    8,714   $0.79 

Add: effect of dilutive potential common shares

                        

Share-based awards

   —      101      —      135      —      112      —      99   

Class B Common Stock

   8,400    3,018      8,829    3,134      5,942    2,918      2,380    3,018   

Net effect of unvested participating shares

   2    —        2    —        2    —        1    —     
  

 

   

 

     

 

   

 

     

 

   

 

     

 

   

 

   

Net income per common share - diluted

  $32,589    11,809   $2.76   $34,643    12,430   $2.79 

Net income per common share—diluted

  $23,469    11,636   $2.02   $9,253    11,831   $0.78 
  

 

   

 

     

 

   

 

     

 

   

 

     

 

   

 

   

During the thirteen andtwenty-six weeks ended June 30, 2018, weighted-averageWeighted-average stock options to purchase approximately 537,00015,000 and 671,000764,000 shares of Class A Common Stock were outstanding during the thirteen weeks ended March 30, 2019 and March 31, 2018, respectively, but not included in computing dilutive income per common share because their effects were anti-dilutive. During the thirteen andtwenty-six weeks ended July 1, 2017, weighted-average stock options to purchase approximately 801,000 and 800,000 shares of Class A Common Stock were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. The significant decrease in weighted-average stock options outstanding for the thirteen andtwenty-six weeks ended June 30, 2018 as compared to the thirteen andtwenty-six weeks ended July 1, 2017 is primarily due to the forfeiture of the Company’s former Chief Executive Officer’s 2016 stock option upon retirement. Additionally, performance-based stock options to purchase approximately 63,00010,000 and 36,00053,000 shares of Class A Common Stock were outstanding as of JuneMarch 30, 20182019 and July 1, 2017,March 31, 2018, respectively, but not included in computing diluted income per common share because the performance criteria of these stock options was not met as of the end of the reporting period.

Of theThe performance-based stock options to purchase approximately 63,00010,000 shares of Class A Common Stock that were excluded from computing diluted net income per common share as of JuneMarch 30, 2018, 31,000 shares2019, were granted in 2016 to twoa key employees.employee. The vesting of these shares requires annual depletions, or sales by Distributors to retailers, of certain of the Company’s brands to attain various thresholds during the period from 2017 to 2023. 5,000 shares were granted in 2017 to executive officers and the vesting of these shares requires annual depletions to attain certain thresholds in 2019. The remaining 27,000 shares were granted in 2018 to executive officers and one key employee and the vesting of these shares requires annual net revenue to attain certain thresholds in 2019.

F.Comprehensive Income or Loss
G. Comprehensive Income or Loss

Comprehensive income or loss represents net income or loss, plus defined benefit plans liability adjustment, net of tax effect and foreign currency translation adjustment. The defined benefit plansplan’s liability and foreign currency translation adjustments for the interim periods ended JuneMarch 30, 20182019 and July 1, 2017March 31, 2018 were not material.

H. Commitments and Contingencies

G.Commitments and Contingencies

Contract Obligations

The Company had outstanding totalnon-cancelable contract obligations of $171.9$184.9 million at JuneMarch 30, 2018.2019. These obligations are made up of advertising contracts of $50.0 million, hops, barley and wheat totaling $49.5$54.6 million, operating leasesadvertising contracts of $26.3 million, other ingredients of $17.7$50.5 million, equipment and machinery of $12.5$40.4 million, glass bottlesother ingredients of $6.5$23.1 million, and other commitments of $9.4$16.3 million.

Currently, the Company has entered into contracts for barley and wheat with two major suppliers. The contracts include crop year 2018 and 2019 and cover the Company’s barley, wheat, and malt requirements for 2019. These purchase commitments outstanding at March 30, 2019 totaled $12.3 million.

The Company has entered into contracts for the supply of a portion of its hops requirements. These purchase contracts extend through crop year 2025 and specify both the quantities and prices, denominated in U.S. Dollars, Euros, and New Zealand Dollars, and British Pounds, to which the Company is committed. Hops purchase commitments outstanding at JuneMarch 30, 20182019 totaled $40.8$42.3 million, based on the exchange rates on that date. The Company does not use forward currency exchange contracts and intends to purchase future hops using the exchange rate at the time of purchase.

Currently, the Company has entered into contracts for barley and wheat with two major suppliers. The contracts include crop year 2017 and 2018 and cover the Company’s barley, wheat, and malt requirements for 2018. These purchase commitments outstanding at June 30, 2018 totaled $8.7 million.

The Company sources some of its glass bottles needs pursuant to a Glass Bottle Supply Agreement with Anchor Glass Container Corporation (“Anchor”), under which Anchor is the supplier of certain glass bottles for the Company’s Cincinnati Brewery and its Pennsylvania Brewery. This agreement also establishes the terms on which Anchor may supply glass bottles to other breweries where the Company brews its beers. Under the agreement with Anchor, the Company has minimum purchase commitments that are based on Company-provided production estimates which, under normal business conditions, are expected to be fulfilled. Minimum purchase commitments under the agreement, assuming the supplier is unable to replace production cancelled by the Company, as of June 30, 2018 totaled $6.5 million.

The Company has various operating lease agreements for facilities and equipment as of June 30, 2018. Terms of these leases include, in some instances, scheduled rent increases, renewals, purchase options and maintenance costs, and vary by lease. These lease obligations expire at various dates through 2028. The contractual obligation on these lease agreements as of June 30, 2018 totaled $26.3 million. During the thirteen weeks ended June 30, 2018, the Company entered into a $12.8 million ten year lease agreement for a retail location in Boston, Massachusetts.

Currently, the Company brews and packages more than 80%75% 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 purchases the liquid produced bysupplies raw materials to those brewing companies, including the raw materials that are used in the liquid,and incurs conversion fees for labor at the time suchthe liquid goes into fermentation. Theis produced and packaged.

On October 11, 2018, the Company is requiredamended an existing brewing services agreement to repurchase all unused raw materials purchasedinclude a minimum capacity availability commitment by the third-party brewery. The amendment grants the Company the right to extend the agreement beyond the December 31, 2021 termination date on an annual basis through December 31, 2025. The amendment requires the Company to pay up to $4 million in both 2018 and 2019 for capital improvements at the third party’s brewing company specifically forfacilities. At March 30, 2019, $3.5 million of the 2018 payment was included in prepaid expenses and other current assets, and the $4 million 2019 payment was included in the Company’s beers at the brewing company’s cost upon termination of the production arrangement. The Company is also obligated to meet annual volume requirements in conjunction with certain production arrangements. These requirements are not material to the Company’s operations.contractual obligations.

Litigation

The Company is not a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect upon its financial condition or the results of its operations. In general, while the Company believes it conducts its business appropriately in accordance with laws, regulations and industry guidelines, claims, whether or not meritorious, could be asserted against the Company that might adversely impact the Company’s results.

I. Income Taxes

H.Income Taxes

As of JuneMarch 30, 20182019 and December 30, 2017,29, 2018, the Company had approximately $0.3$0.9 million and $0.3$0.9 million, respectively, 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 JuneMarch 30, 20182019 and December 30, 2017,29, 2018, the Company had $0.0$0.1 million and $0.0$0.1 million, respectively, accrued for interest and penalties.

In September 2017, theThe Internal Revenue Service commencedcompleted an examination of the Company’s 2015 consolidated corporate income tax return. The examination was stillreturn and issued a no change report in process as of June 30, 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 being audited by two statesone state as of JuneMarch 30, 2018.2019. In addition, the Company is generally obligated to report changes in taxable income arising from federal income tax audits.

The following table provides a summary of the income tax provision for the thirteen andtwenty-sixweeks ended JuneMarch 30, 20182019 and July 1, 2017:March 31, 2018:

 

  Thirteen weeks ended 
  June 30,
2018
   July 1,
2017
 
  (in thousands) 

Summary of income tax provision

    

Tax provision based on net income

  $8,727   $16,546 

Benefit of ASU2016-09

   (1,128   (168
  

 

   

 

 

Total income tax provision

  $7,599   $16,378 
  

 

   

 

 
  Thirteen weeks ended 
  Twenty-six weeks
ended
   March 30,   March 31, 
  June 30,
2018
   July 1,
2017
   2019   2018 
  (in thousands)   (in thousands) 

Summary of income tax provision

    

Summary of income tax provision (benefit)

    

Tax provision based on net income

  $11,298   $18,437   $7,909   $2,571 

Benefit of ASU2016-09

   (3,851   (3,730   (1,775   (2,723
  

 

   

 

   

 

   

 

 

Total income tax provision

  $7,447   $14,707 

Total income tax provision (benefit)

  $6,134   $(152
  

 

   

 

   

 

   

 

 

The Company’s effective tax rate for the thirteen weeks ended JuneMarch 30, 2018,2019, excluding the impact ofASU2016-09, decreased to 28.0%26.5% from 36.0%28.0% for the thirteen weeks ended July 1, 2017March 31, 2018, primarily due to the favorable impacta decrease in non-deductible officer compensation under IRC Section 162(m).

J. Revolving Line of the Tax Cuts and Jobs Act of 2017. The Company’s effective tax rate for thetwenty-six weeks ended June 30, 2018, excluding the impact of ASU2016-09, decreased to 28.0% from 37.2% for thetwenty-six weeks ended July 1, 2017 due to the favorable impact of the Tax Cuts and Jobs Act of 2017.Credit

I.Revolving Line of Credit

In March 2018, the Company amended its credit facility in place that provides for a $150.0 million revolving line of credit to extend the scheduled expiration date to March 31, 2023. As of JuneMarch 30, 2018,2019, the Company was not in violation of any of its financial covenants to the lender under the credit facility and there were no borrowings outstanding, so that the line of credit was fully available to the Company for borrowing.

K. Fair Value Measures

J.Fair Value Measures

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

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The Company’s money market funds are measured at fair value on a recurring basis (at least annually) and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The money market funds are invested substantially in United States Treasury and government securities. The Company does not adjust the quoted market price for such financial instruments. Cash, receivables and payables are carried at their cost, which approximates fair value, because of their short-term nature.

At JuneMarch 30, 20182019 and December 30, 2017,29, 2018, 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 JuneMarch 30, 20182019 and December 30, 2017,29, 2018, the Company’s cash and cash equivalents balance was $76.2$102.9 million and $65.6$108.4 million, respectively, including money market funds amounting to $75.5$102.0 million and $63.8$107.5 million, respectively.

L. Common Stock and Stock-Based Compensation

K.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 forNon-Employee Directors is summarized as follows:

 

 Shares Weighted-
Average
Exercise
Price
 Weighted-
Average
Remaining
Contractual
Term in
Years
 Aggregate
Intrinsic
Value (in
thousands)
               Aggregate Intrinsic 

Outstanding at December 30, 2017

 1,156,997  $158.53   
      Weighted-Average   Weighted-Average Remaining   Value 
  Shares   Exercise Price   Contractual Term in Years   (in thousands) 

Outstanding at December 29, 2018

   366,829   $155.75     

Granted

 32,570  210.24      15,524    312.74     

Forfeited

 (574,507 201.91      —      —       

Expired

  —     —        —      —       

Exercised

 (200,898 106.69      (33,983   85.78     
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Outstanding at June 30, 2018

 414,162  $157.45  6.18  $58,915 

Outstanding at March 30, 2019

   348,370   $169.58    5.63   $43,879 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Exercisable at June 30, 2018

 151,647  $115.91  3.95  $27,872 

Exercisable at March 30, 2019

   135,926   $127.73    3.43   $22,717 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Vested and expected to vest at June 30, 2018

 367,116  $155.18  5.98  $53,054 

Vested and expected to vest at March 30, 2019

   316,274   $166.69    5.49   $40,747 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Of the total options outstanding at JuneMarch 30, 2018, 63,3752019, 65,306 shares were performance-based options for which the performance criteria had yet to be achieved.

On JanuaryMarch 1, 2018,2019, the Company granted options to purchase an aggregate of 17,53114,680 shares of the Company’s Class A Common Stock to senior management with a weighted average fair value of $82.69$136.00 per share, of which all shares relate to performance-based stock options.

On April 30, 2018, the Company granted its Chief Executive Officer a stock option to purchase 9,959 shares of the Company’s Class A Common stock with a weighted average fair value of $100.50 per share, of which all shares relate to performance-based stock options and vest through 2022.

On May 17, 2018,March 14, 2019, the Company granted options to purchase an aggregate of 5,080844 shares of the Company’s Class A Common Stock to the Company’s nonemployee Directors.newly appointednon-employee Director. These options have a weighted average fair value of $113.12$136.10 per share. Allshare, of the optionswhich all shares vested immediately on the date of the grant.immediately.

On May 31, 2018, the Company cancelled its former Chief Executive Officer’s 2016 stock option of 574,507 shares due to forfeiture upon retirement.

Non-Vested Shares Activity

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

 

  Number
of Shares
   Weighted
Average
Fair
Value
   Number of Shares   Weighted Average Fair Value 

Non-vested at December 30, 2017

   62,405   $155.21 

Non-vested at December 29, 2018

   126,720   $192.74 

Granted

   92,412    207.29    24,579   $258.92 

Vested

   (18,918   152.19    (20,230  $163.83 

Forfeited

   (2,730   157.09    (611  $134.61 
  

 

     

 

   

Non-vested at June 30, 2018

   133,169   $191.74 

Non-vested at March 30, 2019

   130,458   $209.96 
  

 

     

 

   

On January 1, 2018,2019, the Company granted 18,873a key employee 207 shares of restricted stock awardsunits with a weighted average fair value of $240.84 and vests ratable over the service period of four years.

On March 1, 2019, the Company granted 16,471 shares of restricted stock units to certain officers, senior managers and key employees, of which all shares vest ratably over service periods of fivefour years. On JanuaryMarch 1, 2018,2019, employees elected to purchase 9,2147,901 shares under the Company’s investment share program. The weighted average fair value of the restricted stock awardsunits and investment shares, which are sold to employees at discount under its investment share program, was $191.10$312.56 and $86.84$147.98 per share, respectively.

On April 30, 2018 the Company granted its Chief Executive Officer 64,325 restricted stock awards with a weighted-average fair value of $229.30 per share with service based vesting through 2023.

Stock-Based Compensation

Stock-based compensation expense related to share-based awards recognized in the thirteen weeks andtwenty-six weeks ended JuneMarch 30, 2019 and March 31, 2018 was $3.1$2.1 million and $4.6 million, respectively, and was calculated based on awards expected to vest. Stock-based compensation expense related to share-based awards recognized in the thirteen andtwenty-six weeks ended July 1, 2017 was $1.8 million and $3.4$1.5 million, respectively, and was calculated based on awards expected to vest.

M. Subsequent Events

L.Subsequent Events

As disclosed in Form8-K filed with the SEC on July 17, 2018, the Company announced the planned departure of its Chief Marking Officer expected July 31, 2018. The Company evaluated subsequent events occurring after the balance sheet date, JuneMarch 30, 2018,2019, and concluded that there were no other events of which management was aware that occurred after the balance sheet date that would require any adjustment to or disclosure in the accompanying consolidated financial statements.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 andtwenty-sixweek period ended JuneMarch 30, 2018,2019, as compared to the thirteen andtwenty-sixweek period ended July 1, 2017.March 31, 2018. 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 thereto, included in the Company’s Annual Report on Form10-K for the fiscal year ended December 30, 2017.29, 2018.

RESULTS OF OPERATIONS

Thirteen Weeks Ended JuneMarch 30, 20182019 compared to Thirteen Weeks Ended July 1, 2017March 31, 2018

 

  Thirteen Weeks Ended
(in thousands, except per barrel)
         Thirteen Weeks Ended
(in thousands, except per barrel)
         
  June 30, 2018 July 1, 2017 Amount
change
 %
change
 Per
barrel
change
   March 30,
2019
 March 31,
2018
 Amount
change
   % change Per barrel
change
 

Barrels sold

   1,177  1,079 97  9.0    1,076      813    264    32.5 
      Per
barrel
   % of
net
revenue
     Per
barrel
   % of
net
revenue
             Per barrel   % of net
revenue
   Per barrel % of net
revenue
         

Net revenue

  $273,100   $232.09    100.0 $247,930   $229.73    100.0 $25,170  10.2 $2.36   $251,651   $233.77    100.0 $190,457  $234.37  100.0 $ 61,194    32.1 $(0.60

Cost of goods

   131,130    111.44    48.0 113,911    105.55    45.9 17,219  15.1 5.89    127,111    118.08    50.5 94,360  116.12  49.5 32,751    34.7 1.96 
  

 

   

 

   

 

  

 

   

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

   

 

  

 

 

Gross profit

   141,970    120.65    52.0 134,019    124.18    54.1 7,951  5.9 (3.53   124,540    115.69    49.5 96,097  118.25  50.5 28,443    29.6 (2.56

Advertising, promotional and selling expenses

   86,510    73.52    31.7 67,831    62.85    27.4 18,679  27.5 10.67    71,723    66.63    28.5 67,521  83.09  35.5 4,202    6.2 (16.46

General and administrative expenses

   23,879    20.29    8.7 19,395    17.97    7.8 4,484  23.1 2.32    23,374    21.71    9.3 19,338  23.80  10.2 4,036    20.9 (2.09

Impairment of assets

   517    0.44    0.2 1,505    1.39    0.6 (988 -65.6 (0.95
  

 

   

 

   

 

  

 

   

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

   

 

  

 

 

Total operating expenses

   110,906    94.25    40.6 88,731    82.22    35.8 22,175  25.0 12.03    95,097    88.34    37.8 86,859  106.89  45.6 8,238    9.5 (18.55

Operating income

   31,064    26.40    11.4 45,288    41.96    18.3 (14,224 -31.4 (15.56   29,443    27.35    11.7 9,238  11.37  4.9 20,205    218.7 15.98 

Other income (expense), net

   70    0.06    0.0 215    0.20    0.1 (145 -67.4 (0.14   385    0.36    0.2 (80 (0.10 0.0 465    -581.3 0.46 
  

 

   

 

   

 

  

 

   

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

   

 

  

 

 

Income before income tax expense

   31,134    26.46    11.4 45,503    42.16    18.4 (14,369 -31.6 (15.70

Income tax expense

   7,599    6.46    2.8 16,378    15.18    6.6 (8,779 -53.6 (8.72

Income before income tax expense (benefit)

   29,828    27.71    11.9 9,158  11.27  4.8 20,670    225.7 16.44 

Income tax expense (benefit)

   6,134    5.70    2.4 (152 (0.19 -0.1 6,286    -4135.5 5.89 
  

 

   

 

   

 

  

 

   

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

   

 

  

 

 

Net income

  $23,535   $20.00    8.6 $29,125   $26.99    11.7 $(5,590 -19.2 $(6.99  $23,694   $22.01    9.4 $9,310  $11.46  4.9 $14,384    154.5 $10.55 
  

 

   

 

   

 

  

 

   

 

   

 

  

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

   

 

  

 

 

Net revenue. Net revenue increased by $25.2$61.2 million, or 10.2%32.1%, to $273.1$251.7 million for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $247.9$190.5 million for the thirteen weeks ended July 1, 2017,March 31, 2018, primarily as a result of an increase in shipments and increases in net revenue per barrel.shipments.

Volume.Total shipment volume increased by 9.0%32.5% to 1,177,0001,076,000 barrels for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to 1,079,000813,000 barrels for the thirteen weeks ended July 1, 2017,March 31, 2018, primarily due primarily toincreases in shipments of Truly Spiked & Sparkling, Angry OrchardHard Seltzer and Twisted Tea brand products, partially offset by decreases in shipments of Samuel Adams and Angry Orchard brand products.

Depletions, or sales by Distributors to retailers, of the Company’s products for the thirteen weeks ended JuneMarch 30, 20182019 increased by approximately 12%11% compared to the thirteen weeks ended July 1, 2017,March 31, 2018, primarily due to increase in depletions of Truly Spiked & Sparkling,Hard Seltzer and Twisted Tea and Angry Orchard brand products, partially offset by decreases in Samuel Adams and Angry Orchard brand products.

Shipments for the quarter increased at a significantly higher rate than depletions and resulted in significantly higher distributor inventory as of March 30, 2019 when compared to March 31, 2018. The Company believes Distributordistributor inventory levelsas of March 30, 2019 averaged approximately 6 weeks on hand and was at June 30, 2018 were lower than planned duean appropriate level based on inventory requirements to higher demand. Inventory at Distributors participating insupport forecasted growth of Truly and Twisted Tea brands over the Freshest Beer Program at June 30, 2018 decreased slightlysummer. The Company expects wholesaler inventory levels in terms of days of inventoryweeks on hand when compared to July 1, 2017. The Company hasreturn to more normal levels of approximately 79% of its volume3 to 4 weeks on hand later in the Freshest Beer Program.year.

Net revenue per barrel. Net revenue per barrel increaseddecreased by 1%0.3% to $232.09$233.77 per barrel for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $229.73$234.37 per barrel for the comparable period in 2017, due2018, primarily to pricing increases, lower excise taxes due to the Tax Cuts and Jobs Act of 2017 and package mix.mix only partially offset by price increases.

Cost of goods sold. Cost of goods sold was $111.44$118.08 per barrel for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $105.55$116.12 per barrel for the thirteen weeks ended July 1, 2017.March 31, 2018. The 20182019 increase in cost of goods sold of $5.89$1.96 per barrel was primarily the result of higher processing costs, mainly due to increased production at third party locations, as well ashigher temporary labor at Company-owned breweries and higher packaging costs, partially offset by cost saving initiatives in Company owned breweries.

Gross profit. Gross profit was $120.65$115.69 per barrel for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $124.18$118.25 per barrel for the thirteen weeks ended July 1, 2017.March 31, 2018. Gross margin was 52%49.5% for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to 54.1%50.5% for the thirteen weeks ended July 1, 2017.March 31, 2018. The decrease in gross profit per barrel of $3.53$2.56 was primarily the result of an increase in cost of goods sold per barrel partially offset by an increaseand a decrease in net revenue per barrel.

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.Advertising, promotional and selling expenses increased by $18.7$4.2 million, or 27.5%6.2%, to $86.5$71.7 million for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $67.8$67.5 million for the thirteen weeks ended July 1, 2017.March 30, 2018. The increase was primarily the result ofdue to increased planned investments in media advertising, local marketing,and production, higher salaries and benefits costs and increased freight to distributors due to higher rates and volumes and less efficient utilization.volumes.

Advertising, promotional and selling expenses were 31.7%28.5% of net revenue, or $73.52$66.63 per barrel, for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to 27.4%35.5% of net revenue, or $62.85$83.09 per barrel, for the thirteen weeks ended July 1, 2017.March 31, 2018. 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 statements of comprehensive income 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.General and administrative expenses increased by $4.5$4.0 million, or 23.1%20.9%, to $23.9$23.4 million for the thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $19.4$19.3 million for the thirteen weeks ended July 1, 2017.March 31, 2018. The increase was primarily due to increases in salaries and benefits costs and stock compensationconsulting costs.

Impairment of assets. Impairment of assets decreased by $1.0 million for the thirteen weeks ended June 30, 2018, as compared to the thirteen weeks ended July 1, 2017. This decrease was primarily due to lower write-downs of brewery equipment at the Company’s Pennsylvania and Cincinnati breweries in 2018.

Income tax expense.During the thirteen weeks ended JuneMarch 30, 2018,2019, the Company recorded a net income tax expense of $7.6$6.1 million which consists of $8.7$7.9 million income tax expenses partially offset by a $1.1$1.8 million tax benefit related to stock option exercises in accordance with ASU2016-09. The Company’snon-GAAP effective tax rate for the thirteen weeks ended June, 2018,March 30, 2019, excluding the impact of the adoption of ASU2016-09, decreased to 28.0%26.5% from 36.0%28.0% for the thirteen weeks ended July 1, 2017,March 31, 2018, primarily due to the favorable impact of the Tax Cuts and Jobs Act of 2017.

a decrease inTwenty-sixnon-deductible Weeks Ended June 30, 2018 compared toTwenty-Six Weeks Ended July 1, 2017

   Twenty-six Weeks Ended
(in thousands, except per barrel)
          
   June 30, 2018  July 1, 2017  Amount
change
  %
change
  Per
barrel
change
 

Barrels sold

   1,989   1,786   203   11.4 
      Per
barrel
  % of
net
revenue
      Per
barrel
   % of
net
revenue
          

Net revenue

  $463,557  $233.02   100.0 $409,625   $229.38    100.0 $53,932   13.2 $3.64 

Cost of goods

   225,490   113.35   48.6  199,262    111.58    48.6  26,228   13.2  1.77 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   238,067   119.67   51.4  210,363    117.80    51.4  27,704   13.2  1.87 

Advertising, promotional and selling expenses

   154,031   77.43   33.2  121,585    68.08    29.7  32,446   26.7  9.35 

General and administrative expenses

   43,217   21.72   9.3  37,957    21.25    9.3  5,260   13.9  0.47 

Impairment of assets

   517   0.26   0.1  1,505    0.84    0.4  (988  -65.6  (0.58
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses

   197,765   99.41   42.7  161,047    90.18    39.3  36,718   22.8  9.23 

Operating income

   40,302   20.26   8.7  49,316    27.62    12.0  (9,014  -18.3  (7.36

Other (expense) income, net

   (10  (0.01  0.0  227    0.13    0.1  (237  -104.4  (0.14
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Income before income tax expense

   40,292   20.25   8.7  49,543    27.74    12.1  (9,251  -18.7  (7.49

Income tax expense

   7,447   3.74   1.6  14,707    8.24    3.6  (7,260  -49.4  (4.50
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  $32,845  $16.51   7.1 $34,836   $19.51    8.5 $(1,991  -5.7 $(3.00
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Net revenue. Net revenue increased by $53.9 million, or 13.2%, to $463.6 million for thetwenty-six weeks ended June 30, 2018, as compared to $409.6 million for thetwenty-six weeks ended July 1, 2017, primarily as a result of an increase in shipments and increases in net revenue per barrel.

Volume.Total shipment volume increased by 11.4% to 1,989,000 barrels for thetwenty-six weeks ended June 30, 2018, as compared to 1,786,000 barrels for thetwenty-six weeks ended July 1, 2017, due primarilytoincreases in shipments of Truly Spiked & Sparkling, Twisted Tea and Angry Orchard products, partially offset by decreases in shipments of Samuel Adams brand products.

Depletions, or sales by Distributors to retailers, of the Company’s products for thetwenty-six weeks ended June 30, 2018 increased by approximately 11% compared to thetwenty-six weeks ended July 1, 2017, primarily due to increases in depletions of Truly Spiked & Sparkling, Twisted Tea and Angry Orchard brand products, partially offset by decreases in Samuel Adams brand products.

Net revenue per barrel. Net revenue per barrel increased by 1.6% to $233.02 per barrel for thetwenty-six weeks ended June 30, 2018, as compared to $229.38 per barrel for the comparable period in 2017, due primarily to pricing increases, lower excise taxes due to the Tax Cuts and Jobs Act of 2017 and package mix.

Cost of goods sold. Cost of goods sold was $113.35 per barrel for thetwenty-six weeks ended June 30, 2018, as compared to $111.58 per barrel for thetwenty-six weeks ended July 1, 2017. The 2018 increase in cost of goods sold of $1.77 per barrel was primarily the result of higher processing costs, primarily due to increased production at third party breweries, as well as higher packaging costs only partially offset by cost savings initiatives in Company breweries and favorable fixed cost absorption.

Gross profit. Gross profit was $119.67 per barrel for thetwenty-six weeks ended June 30, 2018, as compared to $117.80 per barrel for thetwenty-six weeks ended July 1, 2017. Gross margin at 51.4% for thetwenty-six weeks ended June 30, 2018, was equal to gross margin for thetwenty-six weeks ended July 1, 2017. The increase in gross profit per barrel of $1.87 was primarily the result of an increase in net revenue per barrel only partially offset by an increase in cost of goods sold per barrel.

Advertising, promotional and selling.Advertising, promotional and selling expenses increased by $32.4 million, or 26.7%, to $154.0 million for thetwenty-six weeks ended June 30, 2018, as compared to $121.6 million for thetwenty-six weeks ended July 1, 2017. The increase was primarily the result of increased planned investments in local marketing, media advertising andpoint-of-sale, and increased freight to distributors due to higher rates and volumes and less efficient utilization.

Advertising, promotional and selling expenses were 33.2% of net revenue, or $77.43 per barrel, for thetwenty-six weeks ended June 30, 2018, as compared to 29.7% of net revenue, or $68.08 per barrel, for thetwenty-six weeks ended July 1, 2017. 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.General and administrative expenses increased by $5.3 million, or 13.9%, to $43.2 million for thetwenty-six weeks ended June 30, 2018, as compared to $38.0 million for thetwenty-six weeks ended July 1, 2017. The increase was primarily due to increases in salaries and benefits and stockofficer compensation costs.

Impairment of assets. Impairment of assets decreased by $1.0 million for thetwenty-six weeks ended June 30, 2018, as compared to thetwenty-six weeks ended July 1, 2017. This decrease was primarily due to lower write-downs of brewery equipment at the Company’s Pennsylvania and Cincinnati breweries in 2018.

Income tax expense.During thetwenty-six weeks ended June 30, 2018, the Company recorded a net income tax expense of $7.4 million which consists of $11.3 million income tax expenses partially offset by a $3.9 million tax benefit related to stock option exercises in accordance with ASU2016-09. The Company’s effective tax rate for thetwenty-six weeks ended June 30, 2018, excluding the impact of the adoption of ASU2016-09, decreased to 28% from 37.2% for thetwenty-six weeks ended July 1, 2017, primarily due to the favorable impact of the Tax Cuts and Jobs Act of 2017.under IRC Section 162(m).

LIQUIDITY AND CAPITAL RESOURCES

Cash increaseddecreased to $76.2$102.9 million as of JuneMarch 30, 20182019 from $65.6$108.4 million as of December 30, 2017,29, 2018, reflecting cash provided by operating activities that was only partially offset by cash used for purchases of property, plant and equipment, andpartially offset by cash used inprovided by operating and financing activities.

Cash provided by operating activities consists of net income, adjusted for certainnon-cash items, such as depreciation and amortization, stock-based compensation expense, othernon-cash items 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 thetwenty-six thirteen weeks ended JuneMarch 30, 20182019 was $53.7$13.6 million and primarily consisted of net income of $32.8$23.7 million andnon-cash items of $31.9$17.0 million, partially offset by a net increase in operating assets and liabilities of $11.0$27.1 million. Cash provided byused in operating activities for thetwenty-six thirteen weeks ended July 1, 2017March 31, 2018 was $61.0$10.4 million and primarily consisted of net income of $34.8 million andnon-cash items of $30.6 million, partially offset by a net increase in operating assets and liabilities of $4.4$34.4 million, partially offset bynon-cash items of $14.7 million and net income of $9.3 million.

The Company used $25.4$22.1 million in investing activities during thetwenty-six thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $16.7$11.4 million during thetwenty-six thirteen weeks ended July 1, 2017.March 31, 2018. Investing activities primarily consisted of capital investments made mostly in the Company’s breweries to drive efficiencies and cost reductions, and support product innovation and future growth.

Cash usedprovided by financing activities was $17.8$2.9 million during thetwenty-six thirteen weeks ended JuneMarch 30, 2018,2019, as compared to $63.7$2.8 million used inprovided by financing activities during thetwenty-six thirteen weeks ended July 1, 2017.March 31, 2018. The $45.9$0.1 million decreaseincrease in cash usedprovided by financing activities in 20182019 from 20172018 is primarily due to a decrease in stock repurchases under the Company’s Stock Repurchase program, and an increasepartially offset by a decrease in proceeds from the exercise of stock options.

During thetwenty-six thirteen weeks ended JuneMarch 30, 20182019 and the period from July 1, 2018March 31, 2019 through JulyApril 20, 2018,2019, the Company repurchased approximately 222,000did not repurchase any shares of its Class A Common Stock for an aggregate purchase price of approximately $50.5 million.Stock. As of JulyApril 20, 2018,2019, the Company had repurchased a cumulative total of approximately 13.713.8 million shares of its Class A Common Stock for an aggregate purchase price of $802.9$840.7 million and had approximately $128.1$90.3 million remaining on the $931.0 million stock repurchase expenditure limit set by the Board of Directors.

The Company expects that its cash balance as of JuneMarch 30, 20182019 of $76.2$102.9 million, along with future operating cash flow and the Company’s unused line of credit of $150.0 million, will be sufficient to fund future cash requirements. The Company’s $150.0 million credit facility has a term not scheduled to expire until March 31, 2023. 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 and there were no amounts outstanding under the credit facility.

20182019 Outlook

Year-to-date depletions through the 2915 weeks ended July 21, 2018April 13, 2019 are estimated by the Company to have increased approximately 12%12.5% from the comparable period in 2017.2018.

The Company is currently estimating a 20182019 depletions and shipments growth of between 7%10% and 12%15%, an increase from the previously communicated estimate of between zero8% and plus 6%13%. The Company is targeting national price increases of between zero1% and 2%3%. Full-year 20182019 gross margins are currently expected to be between 51%50% and 53%52%, a decrease offrom the previously communicated estimate of between 52%51% and 54%53%. The Company intends to increase advertising, promotional and selling expenses by between $15$20 million and $25$30 million for the full year 2018,2019, not including any changes in freight costs for the shipment of products to Distributors. The Company intends to increase its investment in its brands in 2018,2019, commensurate with the opportunities for growth that it sees, but there is no guarantee that such increased investments will result in increased volumes.

The Company currently projectsNon-GAAP earnings per diluted share, for 2018 of between $6.30 and $7.30, excludingwhich excludes the impact of ASU2016-09, for 2019 of between $8.00 and $9.00, but actual results could vary significantly from this target. The Company estimates a full-year 20182019Non-GAAP effective tax rate of approximately 28%27%, excludingwhich excludes the impact of ASU2016-09.Non-GAAP earnings per diluted share andNon-GAAP effective tax rate are not defined terms under U.S. generally accepted accounting principles (“GAAP”). TheseNon-GAAP measures should not be considered in isolation or as a substitute for diluted earnings per share and effective tax rate data prepared in accordance with GAAP, and may not be comparable to calculations of similarly titled measures by other companies. Management believes theseNon-GAAP measures provide meaningful and useful information to investors and analysts regarding our outlook and facilitate period to period comparisons of our forecasted financial performance.Non-GAAP earnings per diluted share andNon-GAAP effective tax rate exclude the potential impact of ASU2016-09, which could be significant and will depend largely upon unpredictable future events outside the Company’s control, including the timing and value realized upon exercise of stock options versus the fair value of those options when granted. Therefore, because of the uncertainty and variability of the impact of ASU2016-09, the Company is unable to provide, without unreasonable effort, a reconciliation of theseNon-GAAP measures on a forward-looking basis.

The Company is continuing to evaluate 20182019 capital expenditures. Its current estimates are between $65$100 million and $75 million, and increase from the previously communicated estimate of $55 million and $65$120 million, consisting mostly of investments in the Company’s breweries and taprooms. The actual total amount spent on 20182019 capital expenditures may well be different from these estimates. Based on information currently available, the Company believes that its capacity requirements for 20182019 can be covered by its Company-owned breweries and existing contracted capacity at third-party brewers.

THE POTENTIAL IMPACT OF KNOWN FACTS, COMMITMENTS, EVENTS AND UNCERTAINTIES

Off-balance Sheet Arrangements

At JuneMarch 30, 2018,2019, the Company did not haveoff-balance sheet arrangements as defined in Item 303(a)(4)(ii) of RegulationS-K.

Contractual Obligations

There were no material changes outside of the ordinary course of the Company’s business to contractual obligations during thethree-month period ended JuneMarch 30, 2018.2019.

Critical Accounting Policies

As disclosed in note B, on December 31, 2017, the Company adopted ASUNo. 2014-09,Revenue from Contracts with Customers (Topic 606) and all related amendments.

There were no other material changes to the Company’s critical accounting policies during the three monththree-month period ended JuneMarch 30, 2018.2019.

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form10-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, “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 Form10-Q and in the section titled “Risk Factors” in the Company’s Annual Report on Form10-K for the year ended December 30, 2017.29, 2018.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since December 30, 2017,29, 2018, there have been no significant changes in the Company’s exposures to interest rate or foreign currency rate fluctuations. The Company currently does not enter into derivatives or other market risk sensitive instruments for the purpose of hedging or for trading purposes.

Item 4. CONTROLS AND PROCEDURES

As of JuneMarch 30, 2018,2019, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule13a-15(e) and15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and15d-15(e)) were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There was no change in the Company’s internal control over financial reporting that occurred during the thirteen weeks ended JuneMarch 30, 20182019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

During the thirteen weeks ended JuneMarch 30, 2018,2019, there were no material changes to the disclosure made in the Company’s Annual Report on Form10-K for the year ended December 30, 2017.29, 2018.

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form10-K for the year ended December 30, 2017,29, 2018, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition and/or operating results.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As of JulyApril 20, 2018,2019, the Company had repurchased a cumulative total of approximately 13.713.8 million shares of its Class A Common Stock for an aggregate purchase price of $802.9$840.7 million and had $128.1$90.3 million remaining on the $931.0 million share buyback expenditure limit set by the Board of Directors.

During thetwenty-six thirteen weeks ended JuneMarch 30, 2018,2019, the Company repurchased 187,508348 shares of its Class A Common Stock, as illustrated in the table below:

Period

  Total
Number
of Shares
Purchased
   Average
Price
Paid per
Share
   Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
   Approximate
Dollar Value
of Shares
that May Yet
be
Purchased
Under the
Plans or
Programs
 

December 31, 2017 to February 3, 2018

   33,875   $188.94    33,539   $172,285 

February 4, 2018 to March 3, 2018

   27,966    178.91    27,920    167,286 

March 4, 2018 to March 31, 2018

   29,659    179.76    29,217    162,007 

April 1, 2018 to May 5, 2018

   44,329    213.23    44,232    152,565 

May 6, 2018 to June 2, 2018

   27,737    239.94    27,674    145,917 

June 3, 2018 to June 30, 2018

   24,943    280.50    24,926    138,921 
  

 

 

     

 

 

   

Total

   188,509   $211.34    187,508   $138,921 

Of the shares that were repurchased during the period, 1,001 sharesof which all represent repurchases of unvested investment shares issued under the Investment Share Program of the Company’s Employee Equity Incentive Plan.Plan, as illustrated in the table below:

Period

  Total Number of Shares
Purchased
   Average
Price Paid
per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
   Approximate Dollar
Value of Shares that
May Yet be
Purchased Under
the Plans or
Programs
 

December 30, 2018 to February 2, 2019

   116   $127.05    —     $90,335 

February 3, 2019 to March 2, 2019

   219    115.78    —      90,335 

March 3, 2019 to March 30, 2019

   13    187.54    —      90,335 
  

 

 

     

 

 

   

Total

   348   $122.22    —     $90,335 
  

 

 

     

 

 

   

As of JulyApril 20, 2018, the Company had 8.7 million shares of Class A Common Stock outstanding and 3.02.9 million shares of Class B Common Stock outstanding.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

Item 4. MINE SAFETY DISCLOSURES

Not Applicable

Item 5. OTHER INFORMATION

Not Applicable

Item 6. EXHIBITS

 

Exhibit No.

  

Title

11.1  The information required by Exhibit 11 has been included in Note EF of the notes to the consolidated financial statements.
*31.1  *31.1  Certification of the President and Chief Executive Officer pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section  302 of the Sarbanes-Oxley Act of 2002
*31.2  *31.2  Certification of the Chief Financial Officer pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section  302 of the Sarbanes-Oxley Act of 2002
*32.1  *32.1  Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*32.2  *32.2  Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*101.INS  XBRL Instance Document
*101.SCH  XBRL Taxonomy Extension Schema Document
*101.CAL  XBRL Taxonomy Calculation Linkbase Document
*101.LAB  XBRL Taxonomy Label Linkbase Document
*101.PRE  XBRL Taxonomy Presentation Linkbase Document
*101.DEF  XBRL Definition Linkbase Document

 

*

Filed with this report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

   THE BOSTON BEER COMPANY, INC.
   (Registrant)
Date: April 24, 2019 

Date: July 26, 2018

  

/s/ David A. Burwick

   David A. Burwick
   President and Chief Executive Officer
   (principal executive officer)

Date: April 24, 2019
 

Date: July 26, 2018

  

/s/ Frank H. Smalla

   Frank H. Smalla
   Chief Financial Officer
   (principal financial officer)

 

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