UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

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

For the quarterly period ended March ~~30, 2019~~

28, 2020

☐	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~~
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)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock. $0.01 par value	SAM	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, ~~small~~a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” ~~“small~~“smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act. ~~(Check one):~~


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

~~Non-accelerated filer~~	☐	~~Small reporting~~
		Emerging growth 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 Rule

12b-2

of the Act.) Yes

☐

☒

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

17, 2020:


Class A Common Stock, $.01 par value	~~8,748,401~~ 9,655,555
Class B Common Stock, $.01 par value	~~2,917,983~~ 2,522,983
(Title of each class)	(Number of ~~shares~~shares)	)

Table of Contents

THE BOSTON BEER COMPANY, INC.

FORM

10-Q

March ~~30, 2019~~

28, 2020

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION			PAGE

			Item 1. Consolidated Financial Statements (Unaudited)		~~PAGE~~ 3
~~PART I.~~	~~FINANCIAL INFORMATION~~

	~~Item 1.~~		~~Consolidated Financial Statements~~		3

			Consolidated Balance Sheets as of March ~~30, 2019~~28, 2020 and December ~~29, 2018~~28, 2019		3


			Consolidated Statements of Comprehensive Income for the thirteen weeks ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019		4


			Consolidated Statements of Stockholders’ Equity for the thirteen weeks ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019		5


			Consolidated Statements of Cash Flows for the thirteen weeks ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019		6


			Notes to Consolidated Financial Statements		~~7-14~~ 7


	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		~~15-18~~ 19


	Item 3.		Quantitative and Qualitative Disclosures about Market Risk		18 22

	Item 4. Controls and Procedures			22

PART II.	OTHER INFORMATION

	Item 4.		~~Controls and Procedures~~1. Legal Proceedings		18 23


~~PART II.~~ Item1A. Risk Factors	~~OTHER INFORMATION~~	23


	Item 1.		~~Legal Proceedings~~		18

	~~Item 1A.~~		~~Risk Factors~~		19

	~~Item~~ 2.		Unregistered Sales of Equity Securities and Use of Proceeds		19 24

	Item3. Defaults Upon Senior Securities			24

	Item 3.		~~Defaults Upon Senior Securities~~4. Mine Safety Disclosures		19 24

	Item5. Other Information			24

	Item 4.		~~Mine Safety Disclosures~~6. Exhibits		19 25

	~~Item 5.~~		~~Other Information~~		19

	~~Item 6.~~		~~Exhibits~~SIGNATURES		19

~~SIGNATURES~~					21 26

EX-31.1

Section 302 CEO Certification

EX-31.2

Section 302 CFO Certification

EX-32.1

Section 906 CEO Certification

EX-32.2

Section 906 CFO Certification

Table of Contents

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,
   2019 2018
Assets

Current Assets:

Cash and cash equivalents
   $ 102,887 $ 108,399
Accounts receivable
   54,525 34,073
Inventories
   85,861 70,249
Prepaid expenses and other current assets
   16,754 13,136
Income tax receivable
   833 5,714


Total current assets
   260,860 231,571
Property, plant and equipment, net
   398,882 389,789
Right-of-use assets
   26,177 —
Other assets
   14,418 14,808
Goodwill
   3,683 3,683


Total assets
   $ 704,020 $ 639,851


Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable
   $ 61,620 $ 47,102
Accrued expenses and other current liabilities
   66,655 73,412
Current lease liabilities
   3,727 —


Total current liabilities
   132,002 120,514
Deferred income taxes, net
   50,198 49,169
Non-current lease liabilities
   27,161 —
Other liabilities
   4,841 9,851


Total liabilities
   214,202 179,534
Commitments and Contingencies (See Note H)

Stockholders’ Equity:

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
   411,481 405,711
Accumulated other comprehensive loss, net of tax
   (1,160 ) (1,197 )
Retained earnings
   79,382 55,688


Total stockholders’ equity
   489,818 460,317


Total liabilities and stockholders’ equity
   $ 704,020 $ 639,851

March 28,

December 28,

2020

2019

Assets

Current Assets:

Cash and cash equivalents
$
129,504
$
36,670

Accounts receivable

58,253

54,404

Inventories

124,529

106,038

Prepaid expenses and other current assets

14,894

12,077

Income tax receivable

8,823

9,459

Total current assets

336,003

218,648

Property, plant and equipment, net

550,030

541,068

Operating
right-of-use
assets

63,039

53,758

Goodwill

112,529

112,529

Intangible assets

104,209

104,272

Other assets

27,754

23,782

Total assets
$
1,193,564
$
1,054,057

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable
$
92,247
$
76,374

Accrued expenses and other current liabilities

89,078

99,107

Current operating lease liabilities

5,459

5,168

Total current liabilities

186,784

180,649

Deferred income taxes, net

77,389

75,010

Line of credit

100,000
—
Non-current operating lease liabilities

63,248

53,940

Other liabilities

7,907

8,822

Total liabilities

435,328

318,421

Commitments and Contingencies (See Note K)

Stockholders’ Equity:

Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 9,559,200 and 9,370,526 issued and outstanding as of March 28, 2020 and December 28, 2019, respectively

96

94

Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 2,522,983 and 2,672,983 issued and outstanding as of March 28, 2020 and December 28, 2019, respectively

25

27

Additional
paid-in
capital

576,208

571,784

Accumulated other comprehensive loss, net of tax

(1,727
)
(1,669
)
Retained earnings

183,634

165,400

Total stockholders’ equity

758,236

735,636

Total liabilities and stockholders’ equity
$

1,193,564
$

1,054,057

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

Table of Contents
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
(unaudited)

   Thirteen weeks ended
   March 30,
2019 March 31,
2018
Revenue
   $ 267,559 $ 201,831
Less excise taxes
   15,908 11,374


Net revenue
   251,651 190,457
Cost of goods sold
   127,111 94,360


Gross profit
   124,540 96,097
Operating expenses:

Advertising, promotional and selling expenses
   71,723 67,521
General and administrative expenses
   23,374 19,338


Total operating expenses
   95,097 86,859


Operating income
   29,443 9,238
Other income (expense), net:

Interest income, net
   637 205
Other expense, net
   (252 ) (285 )


Total other income (expense), net
   385 (80 )


Income before income tax provision (benefit)
   29,828 9,158
Income tax provision (benefit)
   6,134 (152 )


Net income
   $ 23,694 $ 9,310


Net income per common share - basic
   $ 2.04 $ 0.79


Net income per common share - diluted
   $ 2.02 $ 0.78


Weighted-average number of common shares - Class A basic
   8,606 8,714


Weighted-average number of common shares - Class B basic
   2,918 3,018


Weighted-average number of common shares - diluted
   11,636 11,831


Net income
   $ 23,694 $ 9,310


Other comprehensive income:

Foreign currency translation adjustment
   37 11


Comprehensive income
   $ 23,731 $ 9,321


Thirteen weeks ended

March 28,

2020

March 30,

2019

Revenue
$
352,225
$
267,559

Less excise taxes

21,660

15,908

Net revenue

330,565

251,651

Cost of goods sold

182,592

127,111

Gross profit

147,973

124,540

Operating expenses:

Advertising, promotional and selling expenses

97,891

71,723

General and administrative expenses

27,029

23,374

Impairment of assets

1,521

—

Total operating expenses

126,441

95,097

Operating income

21,532

29,443

Other (expense) income, net:

Interest income, net

63

637

Other (expense) income, net

(360
)
(252
)

Total other (expense) income, net

(297
)
385

Income before income tax provision

21,235

29,828

Income tax provision

3,001

6,134

Net income
$
18,234
$
23,694

Net income per common share
-
basic
$
1.50
$
2.04

Net income per common share
-
diluted
$
1.49
$
2.02

Weighted-average number of common shares
-
Class A basic

9,425

8,606

Weighted-average number of common shares
-
Class B basic

2,645

2,918

Weighted-average number of common shares

-
diluted

12,186

11,636

Net income
$
18,234
$
23,694

Other comprehensive income:

Foreign currency translation adjustment

(58
)
37

Comprehensive income
$
18,176
$
23,731

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

Table of Contents
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the ~~13 Weeks Ended~~thirteen weeks ended March 28, 2020 and March 30, 2019 ~~and March 31, 2018~~
(in thousands)
(unaudited)

   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








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 28, 2019

9,371
$
94

2,673
$
27
$
571,784
$
(1,669
) $
165,400
$
735,636

Net income

18,234

18,234

Stock options exercised and restricted shares activities

38

—

1,858

1,858

Stock-based compensation expense

2,566

2,566

Conversion from Class B to Class A

150

2

(150
)
(2
)
—

Currency translation adjustment

(58
)
(58
)

Balance at March
28
, 20
20

9,559
$
96

2,523
$
25
$
576,208
$
(1,727
) $
183,634
$
758,236

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

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

~~THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES~~

Table of Contents~~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 BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOWS
(in thousands)
(unaudited)

Thirteen weeks ended

March 28,

March 30,

2020

2019

Cash flows provided by operating activities:

Net income
$
18,234
$
23,694

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

Depreciation and amortization

15,945

12,863

Impairment of assets

1,521

—

Loss on disposal of property, plant and equipment

—

271

Change in ROU assets

1,807

859

Credit loss
expense

552

—

Stock-based compensation expense

2,566

2,066

Deferred income taxes

2,379

1,029

Changes in operating assets and liabilities:

Accounts receivable

(4,436
)
(20,452
)
Inventories

(23,856
)
(15,353
)
Prepaid expenses, income tax receivable and other assets

(884
)
1,336

Accounts payable

14,264

14,400

Accrued expenses and other current liabilities

(7,579
)
(6,465
)
Change in operating lease liability

(1,489
)
(624
)
Other liabilities

(100
)
19

Net cash provided by operating activities

18,924

13,643

Cash flows used in investing activities:

Purchases of property, plant and equipment

(27,394
)
(22,080
)
Proceeds from disposal of property, plant and equipment

35

1

Other investing activities

96

28

Net cash used in investing activities

(27,263
)
(22,051
)

Cash flows provided by financing activities:

Proceeds from exercise of stock options and sale of investment shares

2,941

2,968

Net cash paid on note payable and finance leases

(209
)
(72
)
Payment of tax withholdings on stock-based payment awards and investment shares
(1,559
)
—
Cash borrowed on line of credit

100,000

—

Net cash provided by financing activities

101,173

2,896

Change in cash and cash equivalents

92,834

(5,512
)
Cash and cash equivalents at beginning of year

36,670

108,399

Cash and cash equivalents at end of period
$
129,504
$
102,887

Supplemental disclosure of cash flow information:

Income taxes paid
$
5
$
207

Cash paid for amounts included in measurement of lease liabilities





Operating cash flows from operating leases
$
2,097
$
885

Operating cash flows from finance leases
$
22
$
8

Financing cash flows from finance leases
$
141
$
7

Right-of-use assets obtained in exchange for operating lease obligations
$
11,088
$
27,034

Right-of-use assets obtained in exchange for finance lease obligations
$
—
$

3

Change in purchase of property, plant and equipment in accounts payable and accrued expenses
$ (1,029 ) $
118

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

Table of Contents
THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~A. Organization and Basis of Presentation~~
A.
Organization and Basis of Presentation
The Boston Beer Company, Inc. and certain subsidiaries (the “Company”) are engaged in the business of ~~producing and~~ selling alcohol beverages throughout the United States and in selected international markets, under the trade names “The Boston Beer Company^{®
”, “Twisted Tea Brewing Company^{®
”, “Angry Orchard^® Cider Company”, “Hard Seltzer Beverage Company”, “Angry Orchard®
Cider Company”, “Dogfish Head®
Craft Brewery”, “Angel City^{®
Brewing Company”, “Concrete Beach Brewery^{®
”, “Coney Island^{®
Brewing Company”, “Marathon Brewing Company^™”, and “American Fermentation Company”.}}}}}
The accompanying unaudited consolidated balance sheet as of March ~~30, 2019,~~28, 2020, and the consolidated statements of comprehensive income, stockholders’ equity, and cash flows for the interim periods ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019 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~~GAAP have been condensed or omitted. All intercompany accounts and transactions have been eliminated. These consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form
10-K
for the year ended December ~~29, 2018.~~
28, 2019.
In the opinion of the Company’s management, the Company’s unaudited consolidated balance sheet as of March ~~30, 2019~~28, 2020 and the results of its consolidated operations, stockholders’ equity, and cash flows for the interim periods ended March ~~30, 2019~~28, 2020 and March ~~31, 2018,~~30, 2019, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.
~~B. Recent Accounting Pronouncements~~
~~Accounting Pronouncements Recently Adopted~~
B.
COVID-19
Pandemic
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,early March 2020, the Company ~~adopted~~began seeing the ~~new accounting standard~~impact of the
COVID-19
pandemic on its business. The impact was primarily shown in significantly reduced keg demand from the
on-premise
channel as well as increased labor and ~~all~~safety related ~~amendments using~~costs at the ~~modified retrospective method~~Company’s breweries. In the first quarter of 2020, the Company recorded
COVID-19
pre-tax
related reductions in net revenue and increases in other costs that total $10.0 million. This amount consists of a $5.8 million reduction in net revenue for estimated keg returns from distributors and retailers and $4.2 million of other
COVID-19
related direct costs, of which ~~allows application only to~~$3.6 million are recorded in cost of goods sold and $0.6
million are recorded in operating expenses. While the ~~most current reporting period presented in~~duration of the disruption and related impact on the Company’s consolidated financial statements ~~with a cumulative effect adjustment~~is currently uncertain, the Company expects this matter will continue to ~~retained earnings.~~negatively impact its results of operations.
C.
Dogfish Head Brewery Transaction
On May 8, 2019, the Company entered into definitive agreements to acquire Dogfish Head Brewery (“Dogfish Head”) and various related operations (the “Transaction”) through the acquisition of all of the equity interests held by certain private entities in
Off-Centered
Way LLC, the parent holding company of the Dogfish Head operations. In accordance with these agreements, the ~~new~~Company made a payment of $158.4 million, which was placed in escrow pending the satisfaction of certain closing conditions. The Transaction closed on July 3, 2019, for total consideration of $336.0 million consisting of $173.0 million in cash and 429,291 shares of restricted Class A Common Stock that had an aggregate market value as of July 3, 2019 of $163.0 million, after taking into account a post-closing cash related adjustment. As required under the definitive agreements, 127,146 of the 429,291 shares of restricted Class A Stock have been placed in escrow and will be released no later than July 3, 2029. These shares had a market value on July 3, 2019 of $48.3 million. The timing of the release of these escrowed shares is primarily related to the continued employment with the Company of Samuel A. Calagione III, one of the two Dogfish Head founders.
7
Table of Contents
The fair value of the Transaction is estimated at approximately $317.7 million. The following table summarizes the acquisition date fair value of the tangible assets, intangible assets, liabilities assumed, and related goodwill acquired from Dogfish Head, as well as the allocation of purchase price paid:

Total (In

Thousands)

Cash and cash equivalents
$
7,476

Accounts receivable

8,081

Inventories

9,286

Prepaid expenses and other current assets

847

Property, plant and equipment

106,964

Goodwill

108,846

Brand

98,500

Other intangible assets

3,800

Other assets

378

Total assets acquired

344,178

Accounts payable

3,861

Accrued expenses and other current liabilities

4,085

Deferred income taxes

18,437

Other liabilities

59

Total liabilities assumed

26,442

Net assets acquired
$
317,736

Cash consideration
$
172,993

Nominal value of equity issued

162,999

Fair Value reduction due to liquidity

(18,256
)

Estimated total purchase price
$
317,736

The Company accounted for the acquisition in accordance with the accounting ~~standard,~~standards codification guidance for business combinations, whereby the total purchase price was allocated to the acquired net tangible and intangible assets of Dogfish Head based on their fair values as of the Transaction closing date. The Company believes that the information available as of the Transaction closing date provides a reasonable basis for estimating the fair values of the assets acquired and liabilities assumed; however, the Company is continuing to finalize these amounts, particularly with respect to income taxes and valuation of inventories, fixed assets, and intangible assets. Thus, the preliminary measurements of fair value reflected are subject to change as additional information becomes available and as additional analysis is performed. The Company expects to finalize the valuation and complete the allocation of the purchase price as soon as practicable, but no later than one year from the closing date of the acquisition, as required.
The fair value of the Dogfish Head brand trade name is estimated at approximately $98.5 million and the fair value of customer relationships is estimated at $3.8 million. The Company estimated the Dogfish Head brand trade name will have an indefinite life and customer relationships will have an estimated useful life of 15 years. The customer relationship intangible asset will be amortized on a straight-line basis over the 15 year estimated useful life. The fair value of the deferred income tax liability assumed is $18.4 million, representing the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax basis. The Company used a preliminary consolidated tax rate to determine the net deferred tax liabilities. The Company will record measurement period adjustments as the Company applies the appropriate tax rate for each legal entity within Dogfish Head. The expectation is that the Dogfish Head deferred income taxes will be subject to the Company’s consolidated rate. The excess of the purchase price paid over the estimated fair values of the assets and liabilities assumed has been recorded as goodwill in the amount of $108.8 million. Goodwill associated with the acquisition is primarily attributable to the future growth opportunities associated with the Transaction, expected synergies and value of the workforce. The Company believes the majority of the goodwill is deductible for tax purposes.
8
Table of Contents
The fair value of the brand trade name was determined utilizing the relief from royalty method which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value using an appropriate discount rate. The fair value of the property, plant and equipment was determined utilizing the cost and market valuation approaches.
The results of operations from Dogfish Head have been included in the Company’s ~~revenue continues to be recognized at~~consolidated statements of comprehensive income since the ~~time its products are shipped. Upon adoption,~~July 3, 2019 Transaction closing date.
Consistent with prior periods and considering post-merger reporting structures, the Company ~~began recognition of certain variable customer promotional discount programs earlier than it had~~will continue to report as one operating segment. The combined Company’s brands are predominantly beverages that are manufactured using similar production processes, have comparable alcohol content, generally fall under the ~~previous revenue~~same regulatory environment, and are sold to the same types of customers in similar size quantities at similar price points and through the same channels of distribution.
The following unaudited pro forma information has been prepared, as if the Transaction and the related debt financing had occurred as of December 30, 2018, the first day of the Company’s 2019 fiscal year. The pro forma amounts reflect the combined historical operational results for Boston Beer and Dogfish Head, after giving effect to adjustments related to the impact of purchase accounting, transaction costs and financing. The unaudited pro forma financial information is not indicative of the operational results that would have been obtained had the Transaction occurred as of that date, nor is it necessarily indicative of the Company’s future operational results. The following adjustments have been made:
(i) Depreciation and amortization expenses were updated to reflect the fair value adjustments to Dogfish Head property, plant and equipment and intangible assets beginning December 30, 2018.
(ii) Transaction costs incurred to date have been
re-assigned
to the first period of the comparative fiscal year.
(iii) Interest expense has been included at a rate of approximately 3% which is consistent with the borrowing rate on the Company’s current line of credit.
(iv) The tax effects of the pro forma adjustments at an estimated statutory rate of 23.6%.
(v) Earnings per share amounts are calculated using the Company’s historical weighted average shares outstanding plus the 429,291 shares issued in the merger.

Thirteen weeks ended

March 28,

March 30,

2020

2019

(in thousands)

Net revenue
$
330,565
$
276,739

Net income
$
18,234
$
24,664

Basic earnings per share
$
1.50
$
2.04

Diluted earnings per share
$
1.49
$
2.02

D.
Goodwill and Intangible Assets
There were no changes in the carrying value of goodwill during the thirteen weeks ended March 28, 2020 and March 30, 2019.
9
Table of Contents
The Company’s intangible assets as of March 28, 2020 and December 28, 2019 were as follows:

As of March 28, 2020

As of December 28, 2019

Estimated Useful

Gross Carrying

Accumulated

Net Book

Gross Carrying

Accumulated

Net Book

Life (Years)

Value

Amortization

Value

Value

Amortization

Value

(in thousands)

Custmer Relationships

15
$
3,800
$
(190
) $
3,610
$
3,800
$
(127
) $
3,673

Trade Names

Indefinite

100,599
—
100,599

100,599
—
100,599

Total intangible assets
$
104,399
$
(190
) $
104,209
$
104,399
$
(127
) $
104,272

As disclosed within Note C, the Company acquired intangible assets as part of the Dogfish Head Transaction that consists of $98.5 million for the value of the Dogfish Head brand name and $3.8 million for the value of customer relationships. The customer relationship intangible will be amortized on a straight-line basis over the 15 year useful life. Amortization expense in the thirteen weeks ended March 28, 2020 was approximately $63,000. The Company expects to record amortization expense as follows over the remaining current year and the five subsequent years:

Fiscal Year

Amount
(in thou
sands)

Remainder of 2020
$
190

2021

253

2022

253

2023

253

2024

253

2025

253

E.
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In June 2016, the FASB issued ASU
2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance ~~which resulted in~~requires companies to measure credit losses utilizing a ~~$1.0 million, net~~methodology that reflects expected credit losses and requires the consideration of ~~tax, cumulative effect adjustment~~a broader range of reasonable and supportable information to ~~retained earnings~~inform credit loss estimates. ASU
2016-13
is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of ~~2018. The Company considers the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis.~~
fiscal 2020 and there was no material impact.
In ~~February 2016,~~January 2017, the FASB issued ASUNo. ~~2016-02,~~~~Leases~~
2017-04,
Intangibles—Goodwill and Other (Topic ~~842)~~.350): Simplifying the Test for Goodwill Impairment. Prior to ASU No.
2017-04,
the goodwill impairment test is a
two-step
assessment, if indicators of impairment exist. 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,~~ ~~lessees are permitted to use a modified retrospective approach, which~~first step requires an entity to ~~recognize~~compare each reporting unit’s carrying value and ~~measure leases existing at, or entered into after,~~its fair value. If the ~~beginning~~reporting unit’s carrying value exceeds the fair value, then the entity must perform the second step, which is to compare the implied fair value of goodwill to its carrying value, and record an impairment charge for any excess of carrying value of goodwill over its implied fair value. An entity also has the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU
2017-04
simplifies the goodwill impairment test by eliminating the second step of the ~~earliest comparative period presented~~test. As such, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. ASU
2017-04
is effective prospectively for the year beginning December ~~30, 2018, with early~~29, 2019. The Company completes its annual goodwill impairment assessment during the third quarter. The Company does not expect the adoption ~~permitted.~~ of ASU
2017-04
to have a material impact on its consolidated financial statements.
Accounting Pronouncements Not Yet Effective
In ~~July 2018,~~December 2019, the FASB issued ASU~~No. 2018-11,~~~~Leases~~
2019-12,
Income Taxes (Topic ~~842), permitting~~740): Simplifying the ~~use~~Accounting for Income Taxes. The standard includes multiple key provisions, including removal of ~~an alternative modified retrospective approach~~certain exceptions to ASC 740, Income Taxes, and simplification in several other areas such as accounting for a franchise tax (or similar tax) that ~~would result in an entity recognizing a lease liability and ROU asset as of the~~is partially based on income. ASU
2019-12
is effective ~~date of the requirements, with all comparative~~for fiscal years beginning after December 15, 2020, including interim periods ~~presented and disclosed, in accordance with~~~~ASC 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.within those fiscal years. The Company ~~considers~~is currently assessing the impact of adopting this standard but does not expect the adoption of this guidance to ~~be immaterial to~~have a material impact on its consolidated financial ~~statements on an ongoing basis.~~
statements.

~~C. Revenue Recognition~~

Table of Contents
F.
Revenue Recognition
During the thirteen weeks ended March 28, 2020
and March
30,
2019
approximately 96% of the Company’s revenue was from shipments of its products to domestic ~~Distributors and~~distributors
,
3% from shipments to international ~~Distributors,~~distributors, primarily located in ~~Canada. Approximately~~Canada
and
1% ~~of the Company’s revenue is~~
was
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 March ~~30,~~28, 2020 and December 28, 2019, ~~and March 31, 2018,~~ the Company has deferred ~~$11.2~~$13.9 million and ~~$8.1~~$7.0 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~~distributors for certain periods of time. The reimbursements for discounts to ~~Distributors~~distributors are recorded as reductions to net revenue and were ~~$6.2~~$8.2 million and ~~$5.6~~$6.2 million for the thirteen weeks ended March ~~30, 2019~~28, 2020 and March ~~31, 2018,~~30, 2019, respectively. The agreed-upon discount rates are applied to certain ~~Distributors’~~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~~distributors are primarily based upon performance of certain marketing and advertising activities. Depending on applicable state laws and regulations, these activities promoting the Company’s products may include, but are not limited to
point-of-sale
and merchandise placement, samples, product displays, promotional programs at retail locations and meals, travel and entertainment. Amounts paid to customers in connection with these programs that were recorded as reductions to revenue for the thirteen weeks ended March 28, 2020 and March 30, 2019 ~~and March 31, 2018~~ were ~~$3.1~~$4.2 million and ~~$2.0~~$3.1 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 Further Consolidated Appropriations Act, 2020 extends reductions in federal excise taxes as a result of the Tax Cuts and Jobs Act of 2017 through December 31, 2020. The Company benefited from a reduction in federal excise taxes of ~~$1.7~~$2.6 million and ~~$1.1~~$1.7 million for the thirteen weeks ended March 28, 2020 and March 30, 2019, ~~and March 31, 2018, respectively, as a result of the Tax Cuts and Jobs Act of 2017.~~
~~Shipments~~respectively.
Shipment volume for the quarter ~~increased at a~~was significantly higher ~~rate~~ than depletions volume and resulted in significantly higher distributor inventory as of March ~~30, 2019~~28, 2020 when compared to March ~~31, 2018.~~30, 2019. The Company believes distributor inventory as of March ~~30, 2019~~28, 2020 averaged approximately 6 weeks on hand and was at an appropriate level based on the supply chain capacity constraints and inventory requirements to support the 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~~
11
Table of Contents
G.
Inventories
Inventories consist of raw materials, work in process and finished goods. Raw materials, which principally consist of hops
,
flavorings,
apple juice, other brewing materials and packaging, are stated at the lower of cost, determined on the
first-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 28,

December 28,

2020

2019

(in thousands)

Current inventory:

Raw materials
$
73,267
$
61,522

Work in process

14,775

12,631

Finished goods

36,487

31,885

Total current inventory

124,529

106,038

Long term inventory

15,413

10,048

Total inventory
$
139,942
$
116,086

   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~~
H.
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.~~2034. 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~~As of March
28
, 2020, and December 28, 2019 total ROU assets and lease ~~expense~~liabilities were as follows:

Classification

Leases

March 28,

December 28,

2020

2019

(in thousands)

Right-of-use
assets

Operating lease assets

Operating
right-of-use
assets
$

63,039
$
53,758

Finance lease assets

Property, plant and equipment, net

2,398

2,531

Lease Liabilities

Current

Operating lease liabilities

Current operating lease liabilities

5,459

5,168

Finance lease liabilities

Accrued expenses and other current liabilities

551

546

Non-current

Operating lease liabilities

Non-current
operating lease liabilities

63,248

53,940

Finance lease liabilities

Other liabilities

1,896

2,042

The gross value and accumulated depreciation of ROU assets related to finance leases as of March 28, 2020 and December 28, 2019 were as follows:

Finance Leases

March 28,

December 28,

2020

2019

(in thousands)

Gross value
$
2,837
$
2,837

Accumulated amortization

(439
)
(306
)

Carrying value
$
2,398
$
2,531

12
Table of Contents
Components of lease cost for the thirteen weeks ended March 28, 2020 and 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.~~
were as follows:

Lease Cost

March 28,

March 30,

2020

2019

(in thousands)

Operating lease cost
$
2,415
$ 1,128
Variable lease costs not included in liability
485
199

Finance lease cost:

Amortization of
right-of-use
asset

133
—
Interest on lease liabilities

22
—

Total finance lease cost
$
155
$
—

Maturities of lease liabilities as of March ~~30, 2019 are~~28, 2020 were as follows:

   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




Operating
Leases

Capital
Leases

Weighted-Average

Remaining Term in

Years

Operating

Leases

Capital

Leases

(in thousands)

2020
$
3,962
$
464

2021

9,816

626

2022

9,695

626

2023

9,694

626

2024

9,470

265

Thereafter

39,524

23

Total lease payments

82,161

2,630

Less imputed interest (based on 3.5% weighted-average discount rate)

(13,454
)
(183
)

Present value of lease liability
$
68,707
$
2,447

9.4

4.5

The Company has additional lease liabilities of ~~$2.8~~$3.9 million which have not yet commenced as of March ~~30, 2019,~~28, 2020, 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~~2020 with a term of ~~five~~three years.
~~F. Net Income per Share~~
I.
Net Income per Share
The Company calculates net income per share using the
two-class
method, which requires the Company to allocate net income to its Class A Common Shares, Class B Common Shares and unvested share-based payment awards that participate in dividends with common stock, in the calculation of net income per share.
The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) certain future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) certain alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets.

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

Table of Contents
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 LO 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. In December 2018, the Employee Equity Incentive Plan was amended to permit the grant of restricted stock units. The restricted stock units generally vest over four years in equal number of shares. Each restricted stock unit represents an unfunded and unsecured right to receive one share of Class A Stock upon satisfaction of the vesting criteria. The unvested shares participate equally in dividends and are forfeitable. Prior to March 1, 2019, the Company granted restricted stock awards, generally vesting over five years in equal number of shares. The Company also grants stock options to its
non-employee
directors upon election or
re-election
to the Board of Directors. The number of option shares granted to
non-employee
directors is calculated based on a defined formula and these stock options vest immediately upon grant and expire after ten years.
Net Income per Common ~~Share—~~Share
-
Basic
The following table sets forth the computation of basic net income per share using the
two-class
method:

   Thirteen weeks ended
   March 30,    March 31,
   2019    2018
   (in thousands, except per share data)
Net income
   $ 23,694    $ 9,310




Allocation of net income for basic:

Class A Common Stock
   $ 17,525    $ 6,872
Class B Common Stock
   5,942    2,380
Unvested participating shares
   227    58




   $ 23,694    $ 9,310
Weighted average number of shares for basic:

Class A Common Stock
   8,606    8,714
Class B Common Stock*
   2,918    3,018
Unvested participating shares
   111    73




   11,635    11,805
Net income per share for basic:

Class A Common Stock
   $ 2.04    $ 0.79




Class B Common Stock
   $ 2.04    $ 0.79




Thirteen weeks ended

March 28,

March 30,

2020

2019

(in thousands, except per share data)

Net income
$
18,234
$
23,694

Allocation of net income for basic:

Class A Common Stock
$
14,136
$
17,525

Class B Common Stock

3,967

5,942

Unvested participating shares

131

227

$ 18,234 $ 23,694
Weighted average number of shares for basic:

Class A Common Stock

9,425

8,606

Class B Common Stock*

2,645

2,918

Unvested participating shares

87

111

12,157

11,635

Net income per share for basic:

Class A Common Stock
$
1.50
$
2.04

Class B Common Stock
$
1.50
$
2.04

*
*
Change in Class B Common Stock resulted from the conversion of 100,000 shares to Class A Common Stock on ~~November 1, 2018~~August 8, 2019, 145,000 shares to Class A Common Stock on December 13, 2019 and 150,000 shares to Class A Common Stock on March 6, 2020 with the ending number of shares reflecting the weighted average for the period.

Table of Contents
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) the
two-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 the
two-class
method for unvested participating shares:

   Thirteen weeks ended
   March 30, 2019    March 30, 2018
   Earnings to          Earnings to
   Common          Common
   Shareholders    Common Shares    EPS    Shareholders    Common Shares    EPS
         (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
   —      112       —      99
Class B Common Stock
   5,942    2,918       2,380    3,018
Net effect of unvested participating shares
   2    —         1    —









Net income per common share—diluted
   $ 23,469    11,636    $ 2.02    $ 9,253    11,831    $ 0.78










Thirteen weeks ended

March 28, 2020

March 30, 2019

Earnings to
Common
Shareholders

Common Shares

EPS

Earnings to
Common
Shareholders

Common Shares

EPS

(in thousands, except per share data)

As reported

-
basic
$
14,136

9,425
$
1.50
$
17,525

8,606
$
2.04

Add: effect of dilutive potential common shares

Share-based awards

—

116

—

112

Class B Common Stock

3,967

2,645

5,942

2,918

Net effect of unvested participating shares

1

—

2

—

Net income per common share
-
diluted
$ 18,104
12,186
$
1.49
$ 23,469
11,636
$
2.02

Weighted-average stock options to purchase approximately ~~15,000~~33,000 and ~~764,000~~15,000 shares of Class A Common Stock were outstanding during the thirteen weeks ended March ~~30, 2019~~28, 2020 and March ~~31, 2018,~~30, 2019, respectively, but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase approximately 10,000 and ~~53,000~~10,000 shares of Class A Common Stock were outstanding as of March ~~30, 2019~~28, 2020 and March ~~31, 2018,~~30, 2019, respectively, but not included in computing diluted income per common share because the performance criteria of these stock options ~~was~~were not met as of the end of the reporting period.
~~The~~
All of the performance-based stock options to purchase approximately 10,000 shares of Class A Common Stock that were excluded from computing diluted net income per common share as of March ~~30, 2019,~~28, 2020, were granted in 2016 to a key ~~employee.~~ employee.
The vesting of these shares requires annual depletions, or sales by ~~Distributors~~
distributors
to retailers, of certain of the Company’s brands to attain various thresholds during the period from 2017 to 2023.
~~G. Comprehensive Income or Loss~~
J.
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 ~~plan’s~~plans liability and foreign currency translation adjustments for the interim periods ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~28, 2019 were not material.
~~H. Commitments and Contingencies~~
K.
Commitments and Contingencies
Contract Obligations
The Company had outstanding total
non-cancelable
contract obligations of ~~$184.9 million at~~$239.9 milli
on a
t March ~~30, 2019.~~28, 2020. These obligations are made up of advertising contracts of $71.2 million, ingredients of $51.1 million, equipment and machinery of $45.8 million, hops, barley and wheat totaling ~~$54.6 million, advertising contracts of $50.5 million, equipment and machinery of $40.4 million, other ingredients of $23.1~~$44.3 million, and other commitments of ~~$16.3~~$27.5 million.
~~Currently, the~~
T
he Company has entered into contracts for barley and wheat with ~~two~~3 major suppliers. The contracts include crop year ~~2018 and~~ 2019 and cover the Company’s barley, wheat, and malt requirements for ~~2019.~~
2020 and part of 2021. These
purchase commitments outstanding at March ~~30, 2019~~28, 2020 totaled ~~$12.3~~$13.2 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, New Zealand Dollars, and British Pounds, to which the Company is committed. Hops purchase commitments outstanding at March ~~30, 2019~~28, 2020 totaled ~~$42.3~~$31.1 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 brews and packages more than ~~75%~~60% 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 supplies raw materials to those brewing companies, and incurs conversion fees for labor at the time the liquid is produced and packaged.

~~On October 11, 2018, the~~

Table of Contents
The Company amended an existing brewing services agreement to include 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 facilities. 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 includedis in the ~~Company’s contractual obligations.~~
process of assessing the impact the
COVID-19
pa
nde
mic will have on its future commitments and contingencies but does not believe that the future commitments will be materially adversely impacted.
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~~
L.
Income Taxes
As of March ~~30, 2019~~28, 2020 and December ~~29, 2018,~~28, 2019, the Company had approximately ~~$0.9~~$0.8 million and ~~$0.9~~$0.8 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 March ~~30, 2019~~28, 2020 and December ~~29, 2018,~~28, 2019, the Company had $0.1 million and $0.1 million, respectively, accrued for interest and ~~penalties.~~
penalties recorded in other liabilities.
The Internal Revenue Service completed an examination of the 2015 consolidated corporate income tax return and issued a no change report in 2018. The Company’s state income tax returns remain subject to examination for three or four years depending on the state’s statute of limitations. The Company is ~~being audited by one state~~not currently under any income tax audits as of March ~~30, 2019.~~28, 2020. 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 weeks ended March ~~30, 2019~~28, 2020 and March ~~31, 2018:~~

   Thirteen weeks ended
   March 30,    March 31,
   2019    2018
   (in thousands)
Summary of income tax provision (benefit)

Tax provision based on net income
   $ 7,909    $ 2,571
Benefit of ASU2016-09
   (1,775 )    (2,723 )




Total income tax provision (benefit)
   $ 6,134    $ (152 )




30, 2019:

Thirteen weeks ended

March 28,

March 30,

2020

2019

(in thousands)

Summary of income tax provision

Tax provision based on net income
$
5,005
$
7,909

Benefit of ASU
2016-09

(2,004
)
(1,775
)

Total income tax provision
$
3,001
$
6,134

The Company’s effective tax rate for the thirteen weeks ended March ~~30, 2019,~~28, 2020, excluding the impact ofASU
2016-09,
decreased to ~~26.5%~~23.6% from ~~28.0%~~26.5% for the thirteen weeks ended March ~~31, 2018,~~30, 2019, primarily due to ~~a decrease in non-deductible officer compensation under IRC Section 162(m).~~
~~J. Revolving Line of Credit~~
one-time
state tax benefits related to capital investments.
M.
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. On March 12, 2020, the Company withdrew $100.0
million of the available balance to provide flexibility and enhance its ability to address potential future uncertainties regarding the impact of the
COVID-19
pandemic. The interest rate for the borrowings withdrawn
is 1.15% (LIBOR rate of 0.70% plus 0.45%). As of March ~~30, 2019,~~28, 2020, the Company had not made any payments towards the borrowing. As of March 28, 2020, 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 unused balance of $50.0 million remaining on the line of credit was ~~fully~~ available to the Company
for
future borrowing.
~~K. Fair Value Measures~~
16
Table of Contents
N.
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,~~hi
era
rchy, 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 March ~~30, 2019~~28, 2020 and December ~~29, 2018,~~28, 201
9
, the Company had money market funds with a “Triple A” rated money market fund. The Company considers the “Triple A” rated money market fund to be a large, highly-rated investment-grade institution. As of March ~~30, 2019~~28, 2020 and December ~~29, 2018,~~
28
,
2019
, the Company’s cash and cash equivalents balance was ~~$102.9~~$129.5 million and ~~$108.4~~$36.7 million, respectively, including money market funds amounting to ~~$102.0~~$128.1 million and ~~$107.5~~$29.5 million, ~~respectively.~~
~~L. Common Stock and Stock-Based Compensation~~

respectively

O.	Common Stock and Stock-Based Compensation

Option Activity

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

            Aggregate Intrinsic
      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
   15,524    312.74
Forfeited
   —      —
Expired
   —      —
Exercised
   (33,983 )    85.78








Outstanding at March 30, 2019
   348,370    $ 169.58    5.63    $ 43,879








Exercisable at March 30, 2019
   135,926    $ 127.73    3.43    $ 22,717








Vested and expected to vest at March 30, 2019
   316,274    $ 166.69    5.49    $ 40,747

Shares

Weighted-
A
verage
Exercise

Price

Weighted-Average

Remaining
Contractual

Term in

Years

Aggregate

Intrinsic
Value
(in

thousands)

Outstanding at December 28, 2019

315,678
$
186.53

Granted

22,970

370.43

Forfeited

(2,595
)
241.84

Expired

—

—

Exercised

(23,233
)
103.99

Outstanding at March 28, 2020

312,820
$
205.70

6.08
$
47,034

Exercisable at March 28, 2020

105,636
$
164.80

4.63
$
20,091

Vested and expected to vest at March 28, 2020

285,886
$
203.74

6.01
$
43,532

Of the total options outstanding at March ~~30, 2019, 65,306~~28, 2020, 42,000 shares were performance-based options for which the performance criteria had yet to be achieved.
On ~~March 1, 2019,~~January 31, 2020, the Company granted options to purchase an aggregate of ~~14,680~~978 shares of the Company’s Class A Common Stock to the Company’s newly appointed
non-employee
Director. These options have a weighted average fair value of $146.87 per share, of which all shares vested immediately.
On March 1, 2020, the Company granted options to purchase an aggregate of 14,962 shares of the Company’s Class A Common Stock to senior management with a weighted average fair value of ~~$136.00~~$142.25 per share, of which all shares relate to performance-based stock options.

Table of Contents
On March ~~14, 2019,~~2, 2020, the Company granted options to purchase an aggregate of ~~844~~7,030 shares of the Company’s Class A Common Stock to the Company’s newly appointed~~non-employee~~ ~~Director. These options have~~ Chief People Officer with a weighted average fair value of ~~$136.10~~$142.23 per share,
of which all shares ~~vested immediately.~~
relate to performance-based stock options.

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


	2020
Expected Volatility		32.4%
Risk-free interest rate		1.15%
Expected Dividends		0.0%
Exercise factor		2.03 times
Discount for post-vesting restrictions		0.0%

Non-Vested

Shares Activity

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

   Number of Shares    Weighted Average Fair Value
Non-vested at December 29, 2018
   126,720    $ 192.74
Granted
   24,579    $ 258.92
Vested
   (20,230 )    $ 163.83
Forfeited
   (611 )    $ 134.61



Non-vested at March 30, 2019
   130,458    $ 209.96



stock awards:

Number

of Shares

Weighted

Average
Fair

Value

Non-vested
at December 28, 2019

122,142
$
213.52

Granted

40,316

318.07

Vested

(19,589
)
187.26

Forfeited

(2,845
)
245.17

Non-vested
at March 28, 2020

140,024
$
243.80

On ~~January~~March 1, ~~2019,~~2020, the Company granted ~~a key employee 207 shares of restricted stock units 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~~15,011 shares of restricted stock units to certain officers, senior managers and key employees, of which all shares vest ratably over service periods of four years. Additionally on March 1, 2020, the Company granted a combined 13,482 shares of restricted stock units to select senior management employees with various service and performance based vesting conditions. On March 1, ~~2019,~~2020, employees elected to purchase ~~7,901~~9,127 shares under the Company’s investment share program. The weighted average fair value of the restricted stock units and investment shares, which are sold to employees at discount under its investment share program, was ~~$312.56~~$370.79 and ~~$147.98~~$169.43 per share, respectively.
On March 2,
2020,
the Company granted its newly appointed Chief People Officer 2,696 shares of restricted stock units with a weighted-average fair value of $370.79 per share with service based vesting through 2024.
Stock-Based Compensation
Stock-based compensation expense related to share-based awards recognized in the thirteen weeks ended March 28, 2020 and March 30, 2019 ~~and March 31, 2018~~ was ~~$2.1~~$2.6 million and ~~$1.5~~$2.1 million, respectively, and was calculated based on awards expected to ~~vest.~~
~~M. Subsequent Events~~
vest
.

P.	Employee Retirement Plans

The Company has one company-sponsored defined benefit pension plan that covers certain of its union employees. It was established in 1991 and is open to all union employees who are covered by the Company’s collective bargaining agreement with Teamsters Local Union No. 1199 (“Local Union 1199”). As of December 28, 2019, the fair value of the plan assets was $3.9 million and the benefit obligation was $6.7 million. On April 21, 2019, the Company reached an agreement with the Local Union 1199 to terminate the Local Union No. 1199 Pension Plan effective January 1, 2020 through either lump sum payments or the purchase of third party annuities. In the fourth quarter of 2020 the Company expects to complete the termination of the plan and record an expense of approximately $1.8 million as a result of the termination.

Q.	Related Party Transactions

In connection with the Dogfish Head Transaction, the Company has entered a lease with the Dogfish Head founders and other owners of buildings used in certain of the Company’s restaurant operations. The lease is for ten years with renewal options. The total payments due under the initial ten year term is $3.6 million. Total related party expense recognized for the thirteen weeks ended March 28, 2020 was approximately $91,000. Additionally, the Company incurred expenses of less than $5,000 to various other suppliers affiliated with the Dogfish Head founders.

Table of Contents
R. Subsequent Events
The Company began seeing the impact of the global
COVID-19
pandemic on its business in
early
March and such impacts have continued into April. The principal impacts of the global
COVID-19
pandemic were a significant reduction in keg demand from the
on-premise
channel and higher labor and safety related costs at Company-owned breweries. The Company expects to continue to be impacted as the situation remains dynamic and subject to rapid and possibly material change. Additional impacts may arise of which the Company is not currently aware. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted.
The Company evaluated subsequent events occurring after the
balance
sheet date, March ~~30, 2019,~~28, 2020, 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 week period ended March ~~30, 2019,~~28, 2020, as compared to the thirteen week period ended March ~~31, 2018.~~30, 2019. 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 Form
10-K
for the fiscal year ended December ~~29, 2018.~~
~~RESULTS OF OPERATIONS~~
28, 2019.

RESULTS

OF OPERATIONS

Thirteen Weeks Ended March ~~30, 2019~~28, 2020 compared to Thirteen Weeks Ended March ~~31, 2018~~

   Thirteen Weeks Ended
(in thousands, except per barrel)
   March 30,
2019 March 31,
2018 Amount
change    % change Per barrel
change
Barrels sold
   1,076       813 264    32.5 %
      Per barrel    % of net
revenue Per barrel % of net
revenue
Net revenue
   $ 251,651    $ 233.77    100.0 % $ 190,457 $ 234.37 100.0 % $ 61,194    32.1 % $ (0.60 )
Cost of goods
   127,111    118.08    50.5 % 94,360 116.12 49.5 % 32,751    34.7 % 1.96








Gross profit
   124,540    115.69    49.5 % 96,097 118.25 50.5 % 28,443    29.6 % (2.56 )
Advertising, promotional and selling expenses
   71,723    66.63    28.5 % 67,521 83.09 35.5 % 4,202    6.2 % (16.46 )
General and administrative expenses
   23,374    21.71    9.3 % 19,338 23.80 10.2 % 4,036    20.9 % (2.09 )








Total operating expenses
   95,097    88.34    37.8 % 86,859 106.89 45.6 % 8,238    9.5 % (18.55 )
Operating income
   29,443    27.35    11.7 % 9,238 11.37 4.9 % 20,205    218.7 % 15.98
Other income (expense), net
   385    0.36    0.2 % (80 ) (0.10 ) 0.0 % 465    -581.3 % 0.46








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
   $ 23,694    $ 22.01    9.4 % $ 9,310 $ 11.46 4.9 % $ 14,384    154.5 % $ 10.55








30, 2019

Thirteen Weeks Ended
(in thousands, except per barrel)

March 28,
2020

March 30,
2019

Amount
change

% change

Per barrel
change

Barrels sold

1,423

1,076

347

32.2
%

Per barrel

% of net
revenue

Per barrel

% of net
revenue

Net revenue
$
330,565
$
232.24

100.0
% $
251,651
$
233.77

100.0
% $
78,914

31.4
% $
(1.53
)
Cost of goods

182,592

128.28

55.2
%
127,111

118.08

50.5
%
55,481

43.6
%
10.20

Gross profit

147,973

103.96

44.8
%
124,540

115.69

49.5
%
23,433

18.8
%
(11.73
)
Advertising, promotional and selling expenses

97,891

68.78

29.6
%
71,723

66.63

28.5
%
26,168

36.5
%
2.15

General and administrative expenses

27,029

18.99

8.2
%
23,374

21.71

9.3
%
3,655

15.6
%
(2.72
)
Impairment of assets

1,521

1.07

0.5
%
—

—

0.0
%
1,521

0.0
%
1.07

Total operating expenses

126,441

88.83

38.2
%
95,097

88.34

37.8
%
31,344

33.0
%
0.49

Operating income

21,532

15.13

6.5
%
29,443

27.35

11.7
%
(7,911
)
-26.9
%
(12.22
)
Other (expense) income, net

(297
)
(0.21
)
-0.1
%
385

0.36

0.2
%
(682
)
-177.1
%
(0.57
)

Income before income tax expense

21,235

14.92

6.4
%
29,828

27.71

11.9
%
(8,593
)
-28.8
%
(12.79
)
Income tax expense

3,001

2.11

0.9
%
6,134

5.70

2.4
%
(3,133
)
-51.1
%
(3.59
)

Net income
$
18,234
$
12.81

5.5
% $
23,694
$
22.01

9.4
% $
(5,460
)
-23.0
% $
(9.20
)

Net revenue.
Net revenue increased by ~~$61.2~~$78.9 million, or ~~32.1%~~31.4%, to $330.6 million for the thirteen weeks ended March 28, 2020, as compared to $251.7 million for the thirteen weeks ended March 30, 2019, ~~as compared to $190.5 million for the thirteen weeks ended March 31, 2018,~~ primarily as a result of an increase in ~~shipments.~~
shipments, partially offset by estimated keg returns from distributors and retailers related to
COVID-19
of $5.8 million.
Volume.
Total shipment volume increased by ~~32.5%~~32.2% to 1,423,000 barrels for the thirteen weeks ended March 28, 2020, as compared to 1,076,000 barrels for the thirteen weeks ended March 30, 2019, ~~as compared to 813,000 barrels for the thirteen weeks ended March 31, 2018,~~ primarily due ~~toincreases~~to increases in shipments of Truly Hard Seltzer and Twisted Tea brand products and the addition of Dogfish Head brand products, partially offset by decreases in Angry Orchard and Samuel Adams ~~and Angry Orchard~~ brand products.
19

Table of Contents
Depletions, or sales by ~~Distributors~~distributors to retailers, of the Company’s products for the thirteen weeks ended March ~~30, 2019~~28, 2020 increased by approximately ~~11%~~36% compared to the thirteen weeks ended March ~~31, 2018,~~30, 2019, primarily due to ~~increase~~increases in depletions of Truly Hard Seltzer and Twisted Tea brand products and the addition of Dogfish Head brand products, partially offset by decreases in Angry Orchard and 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 distributor inventory as of March ~~30, 2019~~28, 2020 averaged approximately 6 weeks on hand and was at an appropriate level based on the supply chain capacity constraints and inventory requirements to support the 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.
Net revenue per ~~barrel.~~barrel
. Net revenue per barrel decreased by ~~0.3%~~0.7% to ~~$233.77~~$232.24 per barrel for the thirteen weeks ended March ~~30, 2019,~~28, 2020, as compared to ~~$234.37~~$233.77 per barrel for the comparable period in ~~2018,~~2019, primarily due to ~~package mix only~~estimated keg returns from distributors and retailers related to COVID-19 of $5.8 million, partially offset by price ~~increases.~~
increases and package mix.
Cost of goods sold.
Cost of goods sold was $128.28 per barrel for the thirteen weeks ended March 28, 2020, as compared to $118.08 per barrel for the thirteen weeks ended March 30, ~~2019, as compared to $116.12 per barrel for the thirteen weeks ended March 31, 2018.~~2019. The ~~2019~~2020 increase in cost of goods sold of ~~$1.96~~$10.20 per barrel was primarily the result of higher processing costs due to increased production at third party ~~locations,~~breweries and higher ~~temporary labor~~processing costs and finished goods keg inventory write-offs at Company-owned breweries ~~and higher packaging~~of which $3.6 million were direct costs related to
COVID-19,
partially offset by cost saving initiatives ~~in Company owned~~at Company-owned breweries.

Gross profit.

Gross profit was $103.96 per barrel for the thirteen weeks ended March 28, 2020, as compared to $115.69 per barrel for the thirteen weeks ended March 30, 2019, as compared to $118.25 per barrel for the thirteen weeks ended March 31, 2018. Gross margin was 49.5% for the thirteen weeks ended March 30, 2019, as compared to 50.5% for the thirteen weeks ended March 31, 2018.2019. The decrease in gross profit per barrel of ~~$2.56~~$11.73 was ~~primarily~~ the result of a decrease in net revenue per barrel and an increase in cost of goods sold per ~~barrel and 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~~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 ~~$4.2~~$26.2 million, or ~~6.2%~~36.5%, to $97.9 million for the thirteen weeks ended March 28, 2020, as compared to $71.7 million for the thirteen weeks ended March 30, ~~2019, as compared to $67.5 million for the thirteen weeks ended March 30, 2018.~~2019. The increase was primarily due to increased investments in media, production and ~~production,~~local marketing, the addition of Dogfish Head brand-related expenses beginning July 3, 2019, higher salaries and benefits costs and increased freight to distributors due to higher volumes.

Advertising, promotional and selling expenses were 29.6% of net revenue, or $68.78 per barrel, for the thirteen weeks ended March 28, 2020, as compared to 28.5% of net revenue, or $66.63 per barrel, for the thirteen weeks ended March 30, ~~2019, as compared to 35.5% of net revenue, or $83.09~~2019. This increase per barrel ~~for the thirteen weeks ended March 31, 2018.~~is primarily due to advertising, promotional and selling expenses growing at a higher rate than shipments. 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’~~distributors’ markets, and the ~~Distributors~~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~~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’~~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 ~~$4.0~~$3.7 million, or ~~20.9%~~15.6%, to $27.0 million for the thirteen weeks ended March 28, 2020, as compared to $23.4 million for the thirteen weeks ended March 30, ~~2019, as compared to $19.3 million for the thirteen weeks ended March 31, 2018.~~2019. The increase was primarily due to increases in salaries and benefits costs and ~~consulting costs.~~
~~Income~~the addition of Dogfish Head general and administrative expenses beginning July 3, 2019.

Table of Contents
Impairment of assets.
Impairment of long-lived assets increased $1.5 million from the first quarter of 2019, primarily due write-downs of brewery equipment at the Company’s Cincinnati brewery.
I
ncome tax expense.
During the thirteen weeks ended March ~~30, 2019,~~28, 2020, the Company recorded a net income tax expense of ~~$6.1~~$3.0 million which consists of ~~$7.9~~$5.0 million income tax expenses partially offset by a ~~$1.8~~$2.0 million tax benefit related to stock option exercises in accordance with ASU
2016-09.
The Company’s~~non-GAAP~~ effective tax rate for the thirteen weeks ended March ~~30, 2019,~~28, 2020, excluding the impact of ~~the adoption of~~ ASU
2016-09,
decreased to ~~26.5%~~23.6% from ~~28.0%~~26.5% for the thirteen weeks ended March ~~31, 2018,~~30, 2019, primarily due to ~~a decrease innon-deductible~~ ~~officer compensation under IRC Section 162(m).~~
~~LIQUIDITY AND CAPITAL RESOURCES~~
one-time
state tax benefits related to capital investments.
LIQUIDITY AND CAPITAL RESOURCES
Cash ~~decreased~~increased to ~~$102.9~~$129.5 million as of March ~~30, 2019~~28, 2020 from ~~$108.4~~$36.7 million as of December ~~29, 2018,~~28, 2019, reflecting cash ~~used for~~borrowed on the Company’s line of credit and cash provided by operating activities, partially offset by purchases of property, plant and ~~equipment, partially offset by cash provided by operating and financing activities.~~
equipment.
Cash provided by operating activities consists of net income, adjusted for certain
non-cash
items, such as depreciation and amortization, stock-based compensation expense, other
non-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 the thirteen weeks ended March 28, 2020 was $18.9 million and primarily consisted of net income of $18.2 million and
non-cash
items of $24.8 million, partially offset by a net increase in operating assets and liabilities of $24.1 million. Cash provided by operating activities for the thirteen weeks ended March 30, 2019 was $13.6 million and primarily consisted of net income of $23.7 million and
non-cash
items of $17.0 million, partially offset by a net increase in operating assets and liabilities of $27.1 million. Cash used in operating activities for the thirteen weeks ended March 31, 2018 was $10.4 million and primarily consisted of a net increase in operating assets and liabilities of $34.4 million, partially offset by~~non-cash~~ ~~items of $14.7 million and net income of $9.3 million.~~
The Company used ~~$22.1~~$27.3 million in investing activities during the thirteen weeks ended March ~~30, 2019,~~28, 2020, as compared to ~~$11.4~~$22.1 million during the thirteen weeks ended March ~~31, 2018.~~30, 2019. 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 provided by financing activities was ~~$2.9~~$101.2 million during the thirteen weeks ended March ~~30, 2019,~~28, 2020, as compared to ~~$2.8~~$2.9 million provided by financing activities during the thirteen weeks ended March ~~31, 2018.~~30, 2019. The ~~$0.1~~$98.3 million increase in cash provided by financing activities in ~~2019~~2020 from ~~2018~~2019 is primarily due to ~~a decrease in stock repurchases under~~$100.0 million of borrowings on the Company’s ~~Stock Repurchase program, partially offset by a decrease in proceeds from~~line of credit to enhance its ability to address the ~~exercise~~impact of ~~stock options.~~
COVID-19

pandemic.
During the thirteen weeks ended March ~~30, 2019~~28, 2020 and the period from March ~~31, 2019~~29, 2020 through April ~~20, 2019,~~17, 2020 the Company did not repurchase any shares of its Class A Common Stock. As of April ~~20, 2019,~~17, 2020, the Company had repurchased a cumulative total of approximately 13.8 million shares of its Class A Common Stock for an aggregate purchase price of $840.7 million and had approximately $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 March ~~30, 2019~~28, 2020 of ~~$102.9~~$129.5 million, along with future operating cash flow and the unused balance of the Company’s ~~unused~~ line of credit of ~~$150.0~~$50.0 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 had $100.0 million in borrowings and 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.
~~2019~~
2020 Outlook
Year-to-date
depletions through the 15fifteen weeks ended April ~~13, 2019~~11, 2020 are estimated ~~by the Company~~ to have increased approximately ~~12.5%~~32% from the comparable period in ~~2018.~~
2019. Excluding the Dogfish head impact, depletions increased 27%.
The Company is currently estimating 2019 depletions and shipments growth of between 10% and 15%, an increase from the previously communicated estimate of between 8% and 13%. The Company is targeting national price increases of between 1% and 3%. Full-year 2019 gross margins are currently expected to be between 50% and 52%, a decrease from the previously communicated estimate of between 51% and 53%. The Company intends to increase advertising, promotional and selling expenses by between $20 million and $30 million for the full year 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 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, which excludes~~began seeing the impact of ~~ASU2016-09,~~the
COVID-19
pandemic on its business in early March. Prior to then, the Company was on track to maintain its financial guidance for ~~2019 of between $8.00 and $9.00, but actual results could vary significantly from~~full-year fiscal 2020. Given the many rapidly changing variables related to the pandemic, at this ~~target. The Company estimates a full-year 2019Non-GAAP~~ ~~effective tax rate of approximately 27%, which 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 these~~Non-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 ASU~~2016-09,~~time the Company is ~~unable~~not in a position to ~~provide, without unreasonable effort, a reconciliation~~accurately forecast the future impacts and is withdrawing its full-year fiscal 2020 financial guidance.
21
Table of ~~theseNon-GAAP~~ ~~measures on a forward-looking basis.~~
The Company is continuing to evaluate 2019 capital expenditures. Its current estimates are between $100 million and $120 million, consisting mostly of investments in the Company’s breweries and taprooms. The actual total amount spent on 2019 capital expenditures may well be different from these estimates. Based on information currently available, the Company believes that its capacity requirements for 2019 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~~
Contents
THE POTENTIAL IMPACT OF KNOWN FACTS, COMMITMENTS, EVENTS AND UNCERTAINTIES
Off-balance
Off-balance
Sheet Arrangements
At March ~~30, 2019,~~28, 2020, the Company did not have
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

~~Contractual Obligations~~

Contractual

Obligations

There were no material changes outside of the ordinary course of the Company’s business to contractual obligations during the three-month period ended March ~~30, 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.~~
28, 2020.

Critical

Accounting Policies

There were no material changes to the Company’s critical accounting policies during the three-month period ended March ~~30, 2019.~~
~~FORWARD-LOOKING STATEMENTS~~
28, 2020.

FORWARD-LOOKING

STATEMENTS

In this Quarterly Report on Form
10-Q
and in other documents incorporated herein, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions, are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect subsequent events or circumstances. Forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include the factors set forth below in addition to the other information set forth in this Quarterly Report on Form
10-Q
and in the section titled “Risk Factors” in the Company’s Annual Report on Form
10-K
for the year ended December ~~29, 2018.~~
28, 2019.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since December ~~29, 2018,~~28, 2019, 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 March ~~30, 2019,~~28, 2020, 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 Rule
13a-15(e)
and
15d-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 Rules
13a-15(e)
and
15d-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.

As a result of the
COVID-19
pandemic, certain employees of the Company began working remotely in March 2020 but these changes to the working environment did not have a material effect on the Company’s internal control over financial reporting. There was no other change in the Company’s internal control over financial reporting that occurred during the thirteen weeks ended March ~~30, 2019~~28, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
During the thirteen weeks ended March ~~30, 2019,~~28, 2020, there were no material changes to the disclosure made in the Company’s Annual Report on Form
10-K
for the year ended December ~~29, 2018.~~
28, 2019.

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 Form
10-K
for the year ended December ~~29, 2018,~~28, 2019, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form
10-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.
There has been no material change in the risk factors described in the Company’s Annual Report on Form
10-K
for the year ended December 28, 2019, with the exception of the addition of the following risk factor:

The Global
COVID-19
Pandemic Has Disrupted the Company’s Business and the Company’s Financial Condition and Operating Results Have Been and Are Expected To Continue to be Adversely Affected by the Outbreak and Its Effects.

The Company’s operations and business has been negatively affected and could be materially and adversely affected by the
COVID-19
pandemic and related weak, or weakening of, economic or other negative conditions, particularly in the United States where the Company derives most of its revenue and profit, but also in Europe, where some of the Company’s ingredient suppliers are located. National, state and local governments have responded to the
COVID-19
pandemic in a variety of ways, including, without limitation, by declaring states of emergency, restricting people from gathering in groups or interacting within a certain physical distance (i.e., social distancing), and in certain cases, ordering businesses to close or limit operations or people to stay at home. Although the Company has been permitted to continue to operate its breweries in all of the jurisdictions in which it operates, there is no assurance that the Company will be permitted to operate these facilities under every future government order or other restriction and in every location or that the third party breweries on which the Company relies for production will similarly be permitted to continue to operate. In particular, any limitations on, or closures of, the Company’s Pennsylvania, Cincinnati or Milton breweries or its third party breweries, could have a material adverse impact on the Company’s ability to manufacture products and service customers and could have a material adverse impact on the Company’s business, financial condition and results of operations.

During the first quarter of fiscal 2020, the principal impacts of the global
COVID-19
pandemic were a significant reduction in keg demand from the
on-premise
channel and higher labor and safety related costs at Company-owned breweries. The Company expects to continue to be impacted as the situation remains dynamic and subject to rapid and possibly material change. Continued or additional disruptions to the Company’s business and potential associated impacts to the Company’s financial condition and results of operations include, but are not limited to:

reduced demand for the Company’s products, due to adverse and uncertain economic conditions, such as increased unemployment, a prolonged downturn in economic growth and other financial hardships, or a decline in consumer confidence, as a result of health concerns;

unpredictable drinker behaviors and reduced demand for the Company’s products, due to
on-premise
closures, government quarantines and other restrictions on social gatherings;

inability to manufacture and ship the Company’s products in quantities necessary to meet drinker demand and achieve planned shipment and depletion targets due to disruptions at the Company-owned breweries and third party breweries caused by:

the Company’s inability to maintain a sufficient workforce at Company-owned breweries due to the health-related effects of
COVID-19
and similar staffing issues at third party breweries;

disruptions at the Company-owned breweries and third party breweries caused by an inability to maintain a sufficient quantity of essential supplies, such as ingredients and packaging materials, and maintain logistics and other manufacturing and supply chain capabilities necessary for the manufacture and distribution of the Company’s products;

failure of third parties on which the Company relies, including the Company’s inventory suppliers, third party breweries, distributors, and logistics and transportation providers, to continue to meet on a timely basis their obligations to the Company, which may be caused by their own financial or operational difficulties;

Table of Contents
potential incremental costs associated with mitigating the effects of the pandemic on the Company’s operations, including increased labor, freight and logistics costs and other expenses; or
significant changes in the conditions in markets in which the Company produces, sells or distributes Company products, including prolonged or additional quarantines, governmental and regulatory actions, closures or other restrictions that limit or close the Company’s operating and manufacturing facilities, restrict the ability of the Company’s employees to perform necessary business functions, restrict or prevent consumers access to the Company products, or otherwise prevent the Company’s third-parties from sufficiently staffing operations, including operations necessary for the production, distribution, sale and support of Company products.
These impacts could place limitations on the Company’s ability to operate effectively and could have a material and adverse effect on the Company’s operations, financial condition and operating results. The Company has implemented policies and procedures at its Company-owned breweries to address potential risks, including entrance screening and temperature checks, face mask requirements, reorganizing work to increase social distancing between and among shifts, and adding two hours of workspace cleaning per shift. As the situation continues to evolve and more information and guidance becomes available, the Company may adjust its current policies and procedures, so as to address the rapidly changing variables related to the pandemic. Additional impacts may arise of which the Company is not currently aware. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
As of April ~~20, 2019,~~17, 2020, the Company had repurchased a cumulative total of approximately 13.8 million shares of its Class A Common Stock for an aggregate purchase price of $840.7 million and had $90.3 million remaining on the $931.0 million share buyback expenditure limit set by the Board of Directors.
During the thirteen weeks ended March ~~30, 2019,~~28, 2020, the Company did not repurchase any shares of its Class A Common Stock under the previously announced repurchase program.
During the thirteen weeks ended March 28, 2020, the Company repurchased ~~348~~225 shares of its Class A Common Stock, of which all represent repurchases of unvested investment shares issued under the Investment Share Program of the Company’s Employee Equity Incentive 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






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 29, 2020 to February 1, 2020

167
$
132.37

—
$
90,335

February 2, 2020 to February 29, 2020

—

—

—

90,335

March 1, 2020 to March 28, 2020

58

105.56

—

90,335

Total

225
$
125.46

—

90,335

As of April ~~20, 2018,~~17, 2020, the Company had ~~8.7~~9.7 million shares of Class A Common Stock outstanding and ~~2.9~~2.5 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
24
Table of Contents
Item 6. EXHIBITS
~~Exhibit No.~~

~~Title~~
Exhibit No.
Title
~~11.1~~
**10.1
~~The information required~~Registration Rights Agreement with the Stockholders named therein, dated July 3, 2019 (incorporated by reference to Exhibit ~~11 has been included in Note F of the notes~~10.1 to the ~~consolidated financial statements.~~Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).
*31.1
**10.2
Indemnification Agreement with the Dogfish Head Founders, dated July 3, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).
**10.3
Employment Agreement with Sam A. Calagione III, Dogfish Head Brewer and Founder, dated July 3, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).
**10.4
Coworker Agreement with George Pastrana, President – Dogfish Head, dated July 3, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).
**10.5
Offer Letter to Lesya Lysyj, Chief Marketing Officer, dated March 21, 2019 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).
*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
	*101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*101.SCH
	*101.SCH	XBRL Taxonomy Extension Schema Document

*101.CAL
	*101.CAL	XBRL Taxonomy Calculation Linkbase Document

*101.LAB
	*101.LAB	XBRL Taxonomy Label Linkbase Document

*101.PRE
	*101.PRE	XBRL Taxonomy Presentation Linkbase Document

*101.DEF
	*101.DEF	XBRL Definition Linkbase Document

	*104	The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, formatted in Inline XBRL (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed with this report

**	Designates management contract or compensatory plan or arrangement

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

THE BOSTON BEER COMPANY, INC.

(Registrant)
Date: April ~~24, 2019~~22, 2020

/s/ David A. Burwick

David A. Burwick

President and Chief Executive Officer

(principal executive officer)
Date: April ~~24, 2019~~22, 2020

/s/ Frank H. Smalla

Frank H. Smalla

Chief Financial Officer

(principal financial officer)
21


	March 30,			December 29,
	2019			2018
Assets
Current Assets:
Cash and cash equivalents	$	102,887		$	108,399
Accounts receivable		54,525			34,073
Inventories		85,861			70,249
Prepaid expenses and other current assets		16,754			13,136
Income tax receivable		833			5,714

Total current assets		260,860			231,571
Property, plant and equipment, net		398,882			389,789
Right-of-use assets		26,177			—
Other assets		14,418			14,808
Goodwill		3,683			3,683

Total assets	$	704,020		$	639,851

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	61,620		$	47,102
Accrued expenses and other current liabilities		66,655			73,412
Current lease liabilities		3,727			—

Total current liabilities		132,002			120,514
Deferred income taxes, net		50,198			49,169
Non-current lease liabilities		27,161			—
Other liabilities		4,841			9,851

Total liabilities		214,202			179,534
Commitments and Contingencies (See Note H)
Stockholders’ Equity:
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		411,481			405,711
Accumulated other comprehensive loss, net of tax		(1,160	)		(1,197	)
Retained earnings		79,382			55,688

Total stockholders’ equity		489,818			460,317

Total liabilities and stockholders’ equity	$	704,020		$	639,851


	March 28,			December 28,
	2020			2019
Assets
Current Assets:
Cash and cash equivalents	$	129,504		$	36,670
Accounts receivable		58,253			54,404
Inventories		124,529			106,038
Prepaid expenses and other current assets		14,894			12,077
Income tax receivable		8,823			9,459

Total current assets		336,003			218,648
Property, plant and equipment, net		550,030			541,068
Operating right-of-use assets		63,039			53,758
Goodwill		112,529			112,529
Intangible assets		104,209			104,272
Other assets		27,754			23,782

Total assets	$	1,193,564		$	1,054,057

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	92,247		$	76,374
Accrued expenses and other current liabilities		89,078			99,107
Current operating lease liabilities		5,459			5,168

Total current liabilities		186,784			180,649
Deferred income taxes, net		77,389			75,010
Line of credit		100,000			—
Non-current operating lease liabilities		63,248			53,940
Other liabilities		7,907			8,822

Total liabilities		435,328			318,421
Commitments and Contingencies (See Note K)
Stockholders’ Equity:
Class A Common Stock, $.01 par value; 22,700,000 shares authorized; 9,559,200 and 9,370,526 issued and outstanding as of March 28, 2020 and December 28, 2019, respectively		96			94
Class B Common Stock, $.01 par value; 4,200,000 shares authorized; 2,522,983 and 2,672,983 issued and outstanding as of March 28, 2020 and December 28, 2019, respectively		25			27
Additional paid-in capital		576,208			571,784
Accumulated other comprehensive loss, net of tax		(1,727	)		(1,669	)
Retained earnings		183,634			165,400

Total stockholders’ equity		758,236			735,636

Total liabilities and stockholders’ equity	$	1,193,564		$	1,054,057


	Thirteen weeks ended
	March 30, 2019			March 31, 2018
Revenue	$	267,559		$	201,831
Less excise taxes		15,908			11,374

Net revenue		251,651			190,457
Cost of goods sold		127,111			94,360

Gross profit		124,540			96,097
Operating expenses:
Advertising, promotional and selling expenses		71,723			67,521
General and administrative expenses		23,374			19,338

Total operating expenses		95,097			86,859

Operating income		29,443			9,238
Other income (expense), net:
Interest income, net		637			205
Other expense, net		(252	)		(285	)

Total other income (expense), net		385			(80	)

Income before income tax provision (benefit)		29,828			9,158
Income tax provision (benefit)		6,134			(152	)

Net income	$	23,694		$	9,310

Net income per common share - basic	$	2.04		$	0.79

Net income per common share - diluted	$	2.02		$	0.78

Weighted-average number of common shares - Class A basic		8,606			8,714

Weighted-average number of common shares - Class B basic		2,918			3,018

Weighted-average number of common shares - diluted		11,636			11,831

Net income	$	23,694		$	9,310

Other comprehensive income:
Foreign currency translation adjustment		37			11

Comprehensive income	$	23,731		$	9,321


	Thirteen weeks ended
	March 28, 2020			March 30, 2019
Revenue	$	352,225		$	267,559
Less excise taxes		21,660			15,908

Net revenue		330,565			251,651
Cost of goods sold		182,592			127,111

Gross profit		147,973			124,540
Operating expenses:
Advertising, promotional and selling expenses		97,891			71,723
General and administrative expenses		27,029			23,374
Impairment of assets		1,521			—

Total operating expenses		126,441			95,097

Operating income		21,532			29,443
Other (expense) income, net:
Interest income, net		63			637
Other (expense) income, net		(360	)		(252	)

Total other (expense) income, net		(297	)		385

Income before income tax provision		21,235			29,828
Income tax provision		3,001			6,134

Net income	$	18,234		$	23,694

Net income per common share - basic	$	1.50		$	2.04

Net income per common share - diluted	$	1.49		$	2.02

Weighted-average number of common shares - Class A basic		9,425			8,606

Weighted-average number of common shares - Class B basic		2,645			2,918

Weighted-average number of common shares - diluted		12,186			11,636

Net income	$	18,234		$	23,694

Other comprehensive income:
Foreign currency translation adjustment		(58	)		37

Comprehensive income	$	18,176		$	23,731


	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


	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 28, 2019		9,371	$	94		2,673		$	27		$	571,784	$	(1,669	)	$	165,400	$	735,636
Net income																	18,234		18,234
Stock options exercised and restricted shares activities		38		—								1,858							1,858
Stock-based compensation expense												2,566							2,566
Conversion from Class B to Class A		150		2		(150	)		(2	)									—
Currency translation adjustment														(58	)				(58	)

Balance at March 28 , 20 20		9,559	$	96		2,523		$	25		$	576,208	$	(1,727	)	$	183,634	$	758,236


	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


THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASHFLOWS (in thousands) (unaudited)


	Total (In Thousands)
Cash and cash equivalents	$	7,476
Accounts receivable		8,081
Inventories		9,286
Prepaid expenses and other current assets		847
Property, plant and equipment		106,964
Goodwill		108,846
Brand		98,500
Other intangible assets		3,800
Other assets		378

Total assets acquired		344,178

Accounts payable		3,861
Accrued expenses and other current liabilities		4,085
Deferred income taxes		18,437
Other liabilities		59

Total liabilities assumed		26,442

Net assets acquired	$	317,736

Cash consideration	$	172,993
Nominal value of equity issued		162,999
Fair Value reduction due to liquidity		(18,256	)

Estimated total purchase price	$	317,736


			As of March 28, 2020							As of December 28, 2019
	Estimated Useful		Gross Carrying		Accumulated			Net Book		Gross Carrying		Accumulated			Net Book
	Life (Years)		Value		Amortization			Value		Value		Amortization			Value
			(in thousands)
Custmer Relationships		15	$	3,800	$	(190	)	$	3,610	$	3,800	$	(127	)	$	3,673
Trade Names		Indefinite		100,599		—			100,599		100,599		—			100,599

Total intangible assets			$	104,399	$	(190	)	$	104,209	$	104,399	$	(127	)	$	104,272


Fiscal Year	Amount (in thou sands)
Remainder of 2020	$	190
2021		253
2022		253
2023		253
2024		253
2025		253


	Classification	Leases
		March 28,		December 28,
		2020		2019
		(in thousands)
Right-of-use assets
Operating lease assets	Operating right-of-use assets	$	63,039	$	53,758
Finance lease assets	Property, plant and equipment, net		2,398		2,531
Lease Liabilities
Current
Operating lease liabilities	Current operating lease liabilities		5,459		5,168
Finance lease liabilities	Accrued expenses and other current liabilities		551		546
Non-current
Operating lease liabilities	Non-current operating lease liabilities		63,248		53,940
Finance lease liabilities	Other liabilities		1,896		2,042


	Finance Leases
	March 28,			December 28,
	2020			2019
	2020			2019
	(in thousands)
Gross value	$	2,837		$	2,837
Accumulated amortization		(439	)		(306	)

Carrying value	$	2,398		$	2,531


	Lease Cost
	March 28,		March 30,
	2020		2019
	2020		2019
	(in thousands)
Operating lease cost	$	2,415	$	1,128
Variable lease costs not included in liability		485		199
Finance lease cost:
Amortization of right-of-use asset		133		—
Interest on lease liabilities		22		—

Total finance lease cost	$	155	$	—


	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


	Operating Leases			Capital Leases			Weighted-Average Remaining Term in Years
	Operating Leases			Capital Leases			Operating Leases		Capital Leases
	(in thousands)
2020	$	3,962		$	464
2021		9,816			626
2022		9,695			626
2023		9,694			626
2024		9,470			265
Thereafter		39,524			23

Total lease payments		82,161			2,630
Less imputed interest (based on 3.5% weighted-average discount rate)		(13,454	)		(183	)

Present value of lease liability	$	68,707		$	2,447			9.4		4.5


	Thirteen weeks ended
	March 30,		March 31,
	2019		2018
	(in thousands, except per share data)
Net income	$	23,694	$	9,310

Allocation of net income for basic:
Class A Common Stock	$	17,525	$	6,872
Class B Common Stock		5,942		2,380
Unvested participating shares		227		58

	$	23,694	$	9,310
Weighted average number of shares for basic:
Class A Common Stock		8,606		8,714
Class B Common Stock*		2,918		3,018
Unvested participating shares		111		73

		11,635		11,805
Net income per share for basic:
Class A Common Stock	$	2.04	$	0.79

Class B Common Stock	$	2.04	$	0.79


	Thirteen weeks ended
	March 30, 2019						March 30, 2018
	Earnings to						Earnings to
	Common						Common
	Shareholders		Common Shares		EPS		Shareholders		Common Shares		EPS
					(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		—		112				—		99
Class B Common Stock		5,942		2,918				2,380		3,018
Net effect of unvested participating shares		2		—				1		—

Net income per common share—diluted	$	23,469		11,636	$	2.02	$	9,253		11,831	$	0.78


	Thirteen weeks ended
	March 28, 2020						March 30, 2019
	Earnings to Common Shareholders		Common Shares		EPS		Earnings to Common Shareholders		Common Shares		EPS
	(in thousands, except per share data)
As reported - basic	$	14,136		9,425	$	1.50	$	17,525		8,606	$	2.04
Add: effect of dilutive potential common shares
Share-based awards		—		116				—		112
Class B Common Stock		3,967		2,645				5,942		2,918
Net effect of unvested participating shares		1		—				2		—

Net income per common share - diluted	$	18,104		12,186	$	1.49	$	23,469		11,636	$	2.02


								Aggregate Intrinsic
				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		15,524			312.74
Forfeited		—			—
Expired		—			—
Exercised		(33,983	)		85.78

Outstanding at March 30, 2019		348,370		$	169.58		5.63	$	43,879

Exercisable at March 30, 2019		135,926		$	127.73		3.43	$	22,717

Vested and expected to vest at March 30, 2019		316,274		$	166.69		5.49	$	40,747


	Shares			Weighted- A verage Exercise Price		Weighted-Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (in thousands)
	Shares			Weighted- A verage Exercise Price		Weighted-Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (in thousands)
Outstanding at December 28, 2019		315,678		$	186.53
Granted		22,970			370.43
Forfeited		(2,595	)		241.84
Expired		—			—
Exercised		(23,233	)		103.99

Outstanding at March 28, 2020		312,820		$	205.70		6.08	$	47,034

Exercisable at March 28, 2020		105,636		$	164.80		4.63	$	20,091

Vested and expected to vest at March 28, 2020		285,886		$	203.74		6.01	$	43,532


	Number of Shares			Weighted Average Fair Value
Non-vested at December 29, 2018		126,720		$	192.74
Granted		24,579		$	258.92
Vested		(20,230	)	$	163.83
Forfeited		(611	)	$	134.61

Non-vested at March 30, 2019		130,458		$	209.96


	Number of Shares			Weighted Average Fair Value
Non-vested at December 28, 2019		122,142		$	213.52
Granted		40,316			318.07
Vested		(19,589	)		187.26
Forfeited		(2,845	)		245.17

Non-vested at March 28, 2020		140,024		$	243.80


	Thirteen Weeks Ended (in thousands, except per barrel)
	March 30, 2019							March 31, 2018									Amount change		% change			Per barrel change
Barrels sold		1,076							813									264		32.5	%

			Per barrel		% of net revenue						Per barrel			% of net revenue
Net revenue	$	251,651	$	233.77		100.0	%	$	190,457		$	234.37			100.0	%	$	61,194		32.1	%	$	(0.60	)
Cost of goods		127,111		118.08		50.5	%		94,360			116.12			49.5	%		32,751		34.7	%		1.96

Gross profit		124,540		115.69		49.5	%		96,097			118.25			50.5	%		28,443		29.6	%		(2.56	)
Advertising, promotional and selling expenses		71,723		66.63		28.5	%		67,521			83.09			35.5	%		4,202		6.2	%		(16.46	)
General and administrative expenses		23,374		21.71		9.3	%		19,338			23.80			10.2	%		4,036		20.9	%		(2.09	)

Total operating expenses		95,097		88.34		37.8	%		86,859			106.89			45.6	%		8,238		9.5	%		(18.55	)
Operating income		29,443		27.35		11.7	%		9,238			11.37			4.9	%		20,205		218.7	%		15.98
Other income (expense), net		385		0.36		0.2	%		(80	)		(0.10	)		0.0	%		465		-581.3	%		0.46

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	$	23,694	$	22.01		9.4	%	$	9,310		$	11.46			4.9	%	$	14,384		154.5	%	$	10.55


	Thirteen Weeks Ended (in thousands, except per barrel)
	March 28, 2020									March 30, 2019							Amount change			% change			Per barrel change
Barrels sold	1,423									1,076								347			32.2	%
				Per barrel			% of net revenue					Per barrel		% of net revenue
Net revenue	$	330,565		$	232.24			100.0	%	$	251,651	$	233.77		100.0	%	$	78,914			31.4	%	$	(1.53	)
Cost of goods		182,592			128.28			55.2	%		127,111		118.08		50.5	%		55,481			43.6	%		10.20

Gross profit		147,973			103.96			44.8	%		124,540		115.69		49.5	%		23,433			18.8	%		(11.73	)
Advertising, promotional and selling expenses		97,891			68.78			29.6	%		71,723		66.63		28.5	%		26,168			36.5	%		2.15
General and administrative expenses		27,029			18.99			8.2	%		23,374		21.71		9.3	%		3,655			15.6	%		(2.72	)
Impairment of assets		1,521			1.07			0.5	%		—		—		0.0	%		1,521			0.0	%		1.07

Total operating expenses		126,441			88.83			38.2	%		95,097		88.34		37.8	%		31,344			33.0	%		0.49
Operating income		21,532			15.13			6.5	%		29,443		27.35		11.7	%		(7,911	)		-26.9	%		(12.22	)
Other (expense) income, net		(297	)		(0.21	)		-0.1	%		385		0.36		0.2	%		(682	)		-177.1	%		(0.57	)

Income before income tax expense		21,235			14.92			6.4	%		29,828		27.71		11.9	%		(8,593	)		-28.8	%		(12.79	)
Income tax expense		3,001			2.11			0.9	%		6,134		5.70		2.4	%		(3,133	)		-51.1	%		(3.59	)

Net income	$	18,234		$	12.81			5.5	%	$	23,694	$	22.01		9.4	%	$	(5,460	)		-23.0	%	$	(9.20	)


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


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 29, 2020 to February 1, 2020		167	$	132.37		—	$	90,335
February 2, 2020 to February 29, 2020		—		—		—		90,335
March 1, 2020 to March 28, 2020		58		105.56		—		90,335

Total		225	$	125.46		—		90,335


~~Exhibit No.~~		~~Title~~
Exhibit No.			Title
~~11.1~~
	**10.1		~~The information required~~Registration Rights Agreement with the Stockholders named therein, dated July 3, 2019 (incorporated by reference to Exhibit ~~11 has been included in Note F of the notes~~10.1 to the ~~consolidated financial statements.~~Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).

*31.1
	**10.2		Indemnification Agreement with the Dogfish Head Founders, dated July 3, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).

	**10.3		Employment Agreement with Sam A. Calagione III, Dogfish Head Brewer and Founder, dated July 3, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).

	**10.4		Coworker Agreement with George Pastrana, President – Dogfish Head, dated July 3, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).

	**10.5		Offer Letter to Lesya Lysyj, Chief Marketing Officer, dated March 21, 2019 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the period ended June 29, 2019, filed on July 25, 2019).

	*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


						THE BOSTON BEER COMPANY, INC.
						(Registrant)

Date: April ~~24, 2019~~22, 2020						/s/ David A. Burwick
						David A. Burwick
						President and Chief Executive Officer
						(principal executive officer)

Date: April ~~24, 2019~~22, 2020						/s/ Frank H. Smalla
						Frank H. Smalla
						Chief Financial Officer
						(principal financial officer)