0001771515-24-000094 | 10-Q | XBRL Viewer | Grocery Outlet Holding Corp

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Statement of Financial Position [Abstract]
Accounts and financing receivable, allowance for credit loss, current	$ 4,744	$ 5,092
Allowance for doubtful other receivables, current	32	2
Accounts and financing receivable, allowance for credit loss, noncurrent	$ 11,263	$ 11,059
Common stock, par (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	100,147,065	99,223,863
Common stock, outstanding (in shares)	100,147,065	99,223,863
Preferred stock, par (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies We are involved from time to time in claims, proceedings and litigation arising in the normal course of business. We establish an accrual for legal proceedings if and when those matters reach a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. We monitor those matters for developments that would affect the likelihood of a loss and the accrued amount, if any, thereof, and adjust the amount as appropriate. If the loss contingency at issue is not both probable and reasonably estimable, we do not establish an accrual, but will continue to monitor the matter for developments that will make the loss contingency both probable and reasonably estimable. If it is at least a reasonable possibility that a material loss will occur, we will provide disclosure regarding the contingency. Management believes that we do not have any pending litigation that, separately or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows.

Organization and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the United States ("U.S.") Securities and Exchange Commission (the "SEC") for interim reporting. Certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the "2023 Form 10-K"). The condensed consolidated balance sheet as of December 30, 2023 included herein has been derived from those audited consolidated financial statements.
Consolidation	Our unaudited condensed consolidated financial statements include the accounts of Grocery Outlet Holding Corp. and its wholly owned subsidiary. All intercompany balances and transactions were eliminated. In the opinion of management, these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for any future interim or annual period.
Use of Estimates	The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can differ from these estimates depending upon certain risks and uncertainties. Changes in these estimates are recorded when known. We consider our accounting policy relating to long-lived asset impairment to be a significant accounting policy that involves management's estimate and judgment.
Segment Reporting	We manage our business as one operating segment. In addition, all of our sales were made to customers located in the U.S. and all property and equipment is located in the U.S.
Merchandise Inventories	Merchandise inventories are valued at the lower of cost or net realizable value. Cost is determined by the weighted-average cost method for warehouse inventories and the retail inventory method for store inventories. We provide for estimated inventory losses between physical inventory counts based on historical averages. This provision is adjusted periodically to reflect the actual shrink results of the physical inventory counts.
Leases	We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, current lease liabilities, and long-term lease liabilities in our condensed consolidated balance sheets. Finance leases are included in other assets, current lease liabilities, and long-term lease liabilities in our condensed consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease over the same term. Right-of-use assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, reduced by landlord incentives. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments based on the information available at the commencement date, to determine the present value of our lease payments. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term while finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense for these short-term leases is recognized on a straight-line basis over the lease term. We generally lease retail facilities for store locations, distribution centers, office space and equipment and account for these leases as operating leases. We account for one retail store lease and certain equipment leases as finance leases. Lease and non-lease components are accounted for separately. We sublease certain real estate to unrelated third parties under non-cancelable leases and the sublease portfolio consists of operating leases for retail stores.
Fair Value Measurements	Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of financial instruments is categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — Unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions when pricing the financial instruments, such as cash flow modeling assumptions The assets' or liabilities' fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value framework requires that we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There were no assets or liabilities measured at fair value on a recurring or non-recurring basis as of March 30, 2024 or December 30, 2023. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges. There were no transfers of assets or liabilities between levels within the fair value hierarchy during the 13 weeks ended March 30, 2024. Our financial assets and liabilities are carried at cost, which generally approximates their fair value, as described below: Cash and cash equivalents, independent operator ("IO") receivables, other accounts receivable and accounts payable — The carrying value of such financial instruments approximates their fair value due to factors such as their short-term nature, their variable interest rates or the effect of the related allowance for expected credit losses. Independent operator notes (net) — The carrying value of such financial instruments approximates their fair value due to the effect of the related allowance for expected credit losses.
Revenue Recognition	Net Sales — We recognize revenue from the sale of products at the point of sale, net of any taxes or deposits collected and remitted to governmental authorities. For e-commerce related sales in which a third-party provides home delivery service, revenue is recognized upon delivery to the customer. Our performance obligations are satisfied upon the transfer of goods to the customer, at the point of sale, and payment from customers is also due at the time of sale. Discounts provided to customers by us are recognized at the time of sale as a reduction in net sales as the products are sold. Discounts provided by IOs are not recognized as a reduction in net sales as these are provided solely by the IO who bears the incremental costs arising from the discount. We do not accept manufacturer coupons. We do not have any material contract assets or receivables from contracts with customers, any revenue recognized in the current year from performance obligations satisfied in previous periods, any material performance obligations other than our gift card deferred revenue liability, or any material costs to obtain or fulfill a contract as of March 30, 2024 and December 30, 2023. Gift Cards — We record a deferred revenue liability when a Grocery Outlet gift card is sold. Revenue related to gift cards is recognized as the gift cards are redeemed, which is when we have satisfied our performance obligation. While gift cards are generally redeemed within 12 months, some are never fully redeemed. We reduce the liability and recognize revenue for the unused portion of the gift cards ("breakage") under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards.
Variable Interest Entities	In accordance with the variable interest entities sub-section of Accounting Standards Codification ("ASC") Topic 810, Consolidation, we assess at each reporting period whether we, or any consolidated entity, are considered the primary beneficiary of a variable interest entity ("VIE") and therefore required to consolidate the financial results of the VIE in our condensed consolidated financial statements. Determining whether to consolidate a VIE may require judgment in assessing (i) whether an entity is a VIE, and (ii) if a reporting entity is a VIE's primary beneficiary. A reporting entity is determined to be a VIE's primary beneficiary if it has the power to direct the activities that most significantly impact a VIE's economic performance and the obligation to absorb losses or rights to receive benefits that could potentially be significant to a VIE. We had 472, 466 and 441 stores operated by IOs as of March 30, 2024, December 30, 2023 and April 1, 2023, respectively. We have agreements in place with each IO. The IO orders merchandise exclusively from us which is provided to the IO on consignment. Under the Independent Operator Agreement (the "Operator Agreement"), the IO selects a majority of merchandise that we consign to the IO, which the IO chooses from our merchandise order guide according to the IO's knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The Operator Agreement gives the IO discretion to adjust our initial prices if the overall effect of all price changes at any time comports with the reputation of our Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. The IO is required to furnish initial working capital and to acquire certain store and safety assets. The IO is also required to hire, train and employ a properly trained workforce sufficient in number to enable the IO to fulfill its obligations under the Operator Agreement. Additionally, the IO is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the Operator Agreement without cause upon 75 days' notice. As consignor of all merchandise to each IO, the aggregate net sales proceeds from merchandise sales belongs to us. Net sales related to IO stores were $1.0 billion and $951.6 million for the 13 weeks ended March 30, 2024 and April 1, 2023, respectively. We, in turn, pay each IO a commission based on a share of the gross profit of the store. Inventories and related net sales proceeds are our property, and we are responsible for store rent and related occupancy costs. IO commissions are expensed and included in selling, general and administrative expenses. IO commissions were $160.8 million and $145.2 million for the 13 weeks ended March 30, 2024 and April 1, 2023, respectively. IO commissions of $13.9 million and $21.7 million were included in accrued and other current liabilities as of March 30, 2024 and December 30, 2023, respectively. An IO may fund its initial store investment from existing capital, a third-party loan or most commonly through a loan from us, as further discussed in Note 2. As collateral for IO obligations and performance, the Operator Agreement grants us the security interests in the assets owned by each IO related to the respective store. Since the total investment at risk associated with each IO is not sufficient to permit each IO to finance its activities without additional subordinated financial support, each IO is a VIE that we have a variable interest in. To determine if we are the primary beneficiary of a VIE, we evaluate whether we have (i) the power to direct the activities that most significantly impact the IO's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the IO that could potentially be significant to the IO. Our evaluation includes identification of significant activities and an assessment of the IO's ability to direct those activities. Activities that most significantly impact the IO's economic performance relate to sales and labor. Sales activities that significantly impact the IO's economic performance include determining what merchandise the IO will order and sell and the price of such merchandise, both of which the IO controls. The IO is also responsible for all of its own labor. Labor activities that significantly impact the IO's economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the IO, activities which the IO controls. Accordingly, the IO has the power to direct the activities that most significantly impact the IO's economic performance. Furthermore, the mutual termination rights associated with the Operator Agreement illustrate the lack of ultimate control over the IO. Therefore, we are not the primary beneficiary of these VIEs.
Recently Adopted Accounting Standards and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Standards No recently adopted accounting pronouncements had a material effect in our condensed consolidated financial statements. Recently Issued Accounting Pronouncements Accounting Standards Update ("ASU") No. 2023-07 — In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We will adopt ASU 2023-07 upon the effective date and are currently evaluating the impact on our consolidated financial statements and disclosures. ASU No. 2023-09 — In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) ("ASU 2023-09"). ASU 2023-09 requires public entities’ to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We will adopt ASU 2023-09 upon the effective date and are currently evaluating the impact on our consolidated financial statements and disclosures.
Income Tax	Our policy is to recognize interest and penalties associated with uncertain tax positions as part of the income tax provision in our condensed consolidated statements of operations and comprehensive income (loss) and include accrued interest and penalties with the related income tax liability on our condensed consolidated balance sheets. To date, we have not recognized any interest and penalties, nor have we accrued for or made payments for interest and penalties.

Organization and Summary of Significant Accounting Policies - Schedule of Sales Revenue by Product (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Disaggregation of Revenue [Line Items]
Sales	$ 1,036,944	$ 965,467
Perishable
Disaggregation of Revenue [Line Items]
Sales	380,265	345,839
Non-Perishable
Disaggregation of Revenue [Line Items]
Sales	$ 656,679	$ 619,628

- Definition

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

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Name Accounting Standards Codification
-Section S99
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 30
-Subparagraph (a)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 42
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 22
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 32
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Long-term Debt - Narrative (Details) - USD ($)				1 Months Ended	3 Months Ended
Long-term Debt - Narrative (Details) - USD ($)	Mar. 30, 2024	Apr. 21, 2023	Feb. 21, 2023	May 08, 2024	Mar. 30, 2024	Dec. 30, 2023
Credit Agreement \| Senior Notes \| Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			0.50%
Credit Agreement \| Senior Notes \| Specified Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			1.00%
Credit Agreement \| Senior Notes \| Specified Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			0.75%
Credit Agreement \| Senior Notes \| Specified Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			1.75%
Credit Agreement \| Senior Notes \| One, Three Or Six Month Interest Period Adjusted Term SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			0.10%
Credit Agreement \| Senior Notes \| One, Three Or Six Month Interest Period Adjusted Term SOFR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			1.75%
Credit Agreement \| Senior Notes \| One, Three Or Six Month Interest Period Adjusted Term SOFR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)			2.75%
Credit Agreement \| Senior Notes \| One Month Interest Period Adjusted Term SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	2.00%
Senior term loan due 2028 \| Senior Notes
Debt Instrument [Line Items]
Effective interest rate (as a percent)	7.43%				7.43%
Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage (as a percent)					0.15%
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage (as a percent)					0.30%
Revolving Credit Facility \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, leverage ratio			3.00
Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
Effective interest rate (as a percent)	7.43%				7.43%
Remaining borrowing capacity	$ 395,800,000				$ 395,800,000
Long-term line of credit	0				$ 0	$ 0
Proceeds from line of credit			$ 25,000,000
Repayments of lines of credit		$ 25,000,000
Debt instrument, interest coverage ratio					1.75
Revolving Credit Facility \| Credit Agreement \| Subsequent Event
Debt Instrument [Line Items]
Proceeds from line of credit				$ 80,000,000
Revolving Credit Facility \| Credit Agreement \| Minimum
Debt Instrument [Line Items]
Debt instrument, leverage ratio					3.25
Revolving Credit Facility \| Credit Agreement \| Maximum
Debt Instrument [Line Items]
Debt instrument, leverage ratio					3.50
Revolving Credit Facility \| Credit Agreement \| Senior Notes
Debt Instrument [Line Items]
Maximum borrowing capacity			400,000,000
Debt covenant, maximum principal amount for incremental facilities			$ 200,000,000
Debt covenant, maximum percent of consolidated EBITDA for incremental facilities (as a percent)			100.00%
Letter of Credit \| Credit Agreement
Debt Instrument [Line Items]
Letters of credit outstanding	$ 4,200,000				$ 4,200,000
Letter of Credit \| Credit Agreement \| Senior Notes
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 50,000,000
Bridge Loan \| Credit Agreement \| Senior Notes
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 25,000,000

Independent Operator Notes and Independent Operator Receivables - Schedule of Independent Operator Notes by Credit Quality Indicators and Year of Origination (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Financing Receivable, Credit Quality Indicator [Line Items]
2024 (YTD)	$ 2,753
2023	11,821
2022	11,838
2021	6,861
2020	4,151
Prior	3,852
Total	41,276	$ 41,123
TCAP
Financing Receivable, Credit Quality Indicator [Line Items]
2024 (YTD)	541
2023	3,356
2022	6,979
2021	3,383
2020	1,875
Prior	1,392
Total	17,526
Non-TCAP
Financing Receivable, Credit Quality Indicator [Line Items]
2024 (YTD)	831
2023	3,828
2022	3,542
2021	3,478
2020	2,276
Prior	2,460
Total	16,415
New store
Financing Receivable, Credit Quality Indicator [Line Items]
2024 (YTD)	1,381
2023	4,637
2022	1,317
2021	0
2020	0
Prior	0
Total	$ 7,335

Share-based Awards - Schedule of RSU and PSU Activity (Details)	3 Months Ended
	Mar. 30, 2024 $ / shares Rate shares
RSUs
Number of Shares
Unvested, beginning balance (in shares)	857,820
Granted (in shares)	575,389
Vested (in shares)	(339,198)
Forfeitures (in shares)	(4,957)
Unvested, ending balance (in shares)	1,089,054
Weighted-Average Grant Date Fair Value
Unvested, beginning balance (in usd per share) \| $ / shares	$ 28.82
Granted (in usd per share) \| $ / shares	25.79
Vested (in usd per share) \| $ / shares	29.73
Forfeitures (in usd per share) \| $ / shares	28.08
Unvested, ending balance (in usd per share) \| $ / shares	$ 26.94
PSUs
Number of Shares
Unvested, beginning balance (in shares)	1,753,989
Granted (in shares)	559,861
Adjustment for expected performance achievement (in shares)	88,817
Vested (in shares)	(301,392)
Forfeitures (in shares)	(2,364)
Unvested, ending balance (in shares)	2,098,911
Weighted-Average Grant Date Fair Value
Unvested, beginning balance (in usd per share) \| $ / shares	$ 29.50
Granted (in usd per share) \| $ / shares	25.79
Adjustment for expected performance achievement (in usd per share) \| $ / shares	27.34
Vested (in usd per share) \| $ / shares	35.45
Forfeitures (in usd per share) \| $ / shares	27.77
Unvested, ending balance (in usd per share) \| $ / shares	$ 27.57
Performance target level, percentage (as a percent)	1
PSUs \| Maximum
Weighted-Average Grant Date Fair Value
Performance target level, percentage (as a percent) \| Rate	200.00%
PSUs \| Pro Forma
Number of Shares
Adjustment for expected performance achievement (in shares)	648,189

Insider Trading Arrangements

3 Months Ended

Mar. 30, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our directors and Officers (as such term is defined under Section 16 of the Exchange Act) during the 13 weeks ended March 30, 2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, referred to as Rule 10b5-1 trading plan:

Name and Position

Date of Adoption of Rule 10b5-1 Trading Plan

Date of Termination of Rule 10b5-1 Trading Plan

Scheduled Expiration of Rule 10b5-1 Trading Plan (1)

Aggregate Number of Securities to be Purchased or Sold

Eric J. Lindberg, Jr.

Chairman of the Board of Directors

8/15/2023

2/29/2024

8/23/2024

Up to 680,000 shares of our common stock upon the exercise of stock options (2)

Steven K. Wilson

EVP, Chief Purchasing Officer

8/28/2023

3/18/2024

8/16/2024

Up to 144,666 shares of our common stock (which included 32,017 shares upon the exercise of stock options) (2)

Robert J. Sheedy, Jr.

President and Chief Executive Officer; Director

3/4/2024

Not applicable

11/25/2024 (3)

Up to 10,389 shares of our common stock upon the exercise of stock options (3)

_______________________

(1)A trading plan may also expire on such earlier date as all transactions under the trading plan are completed.

(2)The stock options included in Mr. Lindberg and Mr. Wilson's 10b5-1 plans had expiration dates of October 21, 2024 and November 25, 2024, respectively.

(3)The stock options included in Mr. Sheedy's 10b5-1 plan have an expiration date of November 25, 2024. Due to the expiration of the stock options on such date, that is the effective termination date of the plan.

Non-Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Terminated

false

Robbert J. Sheedy , Jr. [Member]

Trading Arrangements, by Individual

Name

Robert J. Sheedy, Jr.

Title

President and Chief Executive Officer; Director

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

3/4/2024

Arrangement Duration

266 days

Aggregate Available

10,389

Eric J. Lindberg, Jr. [Member]

Trading Arrangements, by Individual

Name

Eric J. Lindberg, Jr.

Title

Chairman of the Board of Directors

Adoption Date

8/15/2023

Rule 10b5-1 Arrangement Terminated

true

Termination Date

2/29/2024

Arrangement Duration

198 days

Aggregate Available

680,000

Steven K. Wilson [Member]

Trading Arrangements, by Individual

Name

Steven K. Wilson

Title

EVP, Chief Purchasing Officer

Adoption Date

8/28/2023

Rule 10b5-1 Arrangement Terminated

true

Termination Date

3/18/2024

Arrangement Duration

203 days

Aggregate Available

144,666

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Statement of Comprehensive Income [Abstract]
Net sales	$ 1,036,944	$ 965,467
Cost of sales	732,999	664,924
Gross profit	303,945	300,543
Selling, general and administrative expenses	303,382	267,725
Operating income	563	32,818
Other expenses:
Interest expense, net	3,176	5,919
Loss on debt extinguishment and modification	0	5,340
Total other expenses	3,176	11,259
Income (loss) before income taxes	(2,613)	21,559
Income tax expense (benefit)	(1,588)	7,839
Net income (loss) and comprehensive income (loss)	(1,025)	13,720
Comprehensive income	$ (1,025)	$ 13,720
Basic earnings per share (in usd per share)	$ (0.01)	$ 0.14
Diluted earnings per share (in usd per share)	$ (0.01)	$ 0.14
Weighted average shares outstanding:
Basic (in shares)	99,520	97,920
Diluted (in shares)	99,520	100,569

Share-based Awards - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 8,142	$ 6,676
Time-based stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	9	408
RSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	3,236	2,495
PSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 4,897	$ 3,773

Earnings (Net Loss) Per Share

3 Months Ended

Mar. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Earnings (Net Loss) Per Share

The following table sets forth the calculation of basic and diluted earnings (net loss) per share (amounts in thousands, except per share data):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Numerator
Net income (loss) and comprehensive income (loss)	$	(1,025)	$	13,720
Denominator
Weighted-average shares outstanding – basic	99,520		97,920
Effect of dilutive options	—		2,122
Effect of dilutive RSUs and PSUs (1)	—		527
Weighted-average shares outstanding – diluted	99,520		100,569
Earnings (net loss) per share:
Basic	$	(0.01)	$	0.14
Diluted	$	(0.01)	$	0.14

_______________________

(1)We are required to include in diluted weighted-average shares outstanding contingently issuable shares that would be issued assuming the end of our reporting period was the end of the relevant PSU award contingency period.

The following weighted-average common share equivalents were excluded from the calculation of diluted earnings (net loss) per share because their effect would have been anti-dilutive (amounts in thousands):


	13 Weeks Ended
	March 30, 2024	April 1, 2023
Time-based stock options	1,136	—
RSUs and PSUs	895	95
Total	2,031	95

Long-term Debt - Schedule of Loss on Debt Extinguishment and Modification Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Debt Disclosure [Abstract]
Write off of debt issuance costs	$ 0	$ 4,518
Write off of debt discounts	0	578
Debt modification costs	0	244
Loss on debt extinguishment and modification	$ 0	$ 5,340

Organization and Summary of Significant Accounting Policies

3 Months Ended

Mar. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Account Policies

Organization and Summary of Significant Accounting Policies

Description of Business — Based in Emeryville, California, and incorporated in Delaware in 2014, Grocery Outlet Holding Corp. (together with its wholly owned subsidiary, collectively, "Grocery Outlet," "we," or the "Company") is a high-growth, extreme value retailer of quality, name-brand consumables and fresh products sold through a network of independently operated stores. As of March 30, 2024, we had 474 stores throughout California, Washington, Oregon, Pennsylvania, Idaho, Nevada, Maryland, New Jersey and Ohio.

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the United States ("U.S.") Securities and Exchange Commission (the "SEC") for interim reporting. Certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the "2023 Form 10-K"). The condensed consolidated balance sheet as of December 30, 2023 included herein has been derived from those audited consolidated financial statements.

Our unaudited condensed consolidated financial statements include the accounts of Grocery Outlet Holding Corp. and its wholly owned subsidiary. All intercompany balances and transactions were eliminated. In the opinion of management, these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for any future interim or annual period.

Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can differ from these estimates depending upon certain risks and uncertainties. Changes in these estimates are recorded when known. We consider our accounting policy relating to long-lived asset impairment to be a significant accounting policy that involves management's estimate and judgment.

Segment Reporting — We manage our business as one operating segment. In addition, all of our sales were made to customers located in the U.S. and all property and equipment is located in the U.S.

Merchandise Inventories — Merchandise inventories are valued at the lower of cost or net realizable value. Cost is determined by the weighted-average cost method for warehouse inventories and the retail inventory method for store inventories. We provide for estimated inventory losses between physical inventory counts based on historical averages. This provision is adjusted periodically to reflect the actual shrink results of the physical inventory counts.

Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, current lease liabilities, and long-term lease liabilities in our condensed consolidated balance sheets. Finance leases are included in other assets, current lease liabilities, and long-term lease liabilities in our condensed consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease over the same term. Right-of-use assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, reduced by landlord incentives. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments based on the information available at the commencement date, to determine the present value of our lease payments. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term while finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense for these short-term leases is recognized on a straight-line basis over the lease term.

We generally lease retail facilities for store locations, distribution centers, office space and equipment and account for these leases as operating leases. We account for one retail store lease and certain equipment leases as finance leases. Lease and non-lease components are accounted for separately. We sublease certain real estate to unrelated third parties under non-cancelable leases and the sublease portfolio consists of operating leases for retail stores.

Fair Value Measurements — Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of financial instruments is categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities

Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — Unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions when pricing the financial instruments, such as cash flow modeling assumptions

The assets' or liabilities' fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value framework requires that we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

There were no assets or liabilities measured at fair value on a recurring or non-recurring basis as of March 30, 2024 or December 30, 2023. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges. There were no transfers of assets or liabilities between levels within the fair value hierarchy during the 13 weeks ended March 30, 2024.

Our financial assets and liabilities are carried at cost, which generally approximates their fair value, as described below:

Cash and cash equivalents, independent operator ("IO") receivables, other accounts receivable and accounts payable — The carrying value of such financial instruments approximates their fair value due to factors such as their short-term nature, their variable interest rates or the effect of the related allowance for expected credit losses.

Independent operator notes (net) — The carrying value of such financial instruments approximates their fair value due to the effect of the related allowance for expected credit losses.

The following table sets forth by level within the fair value hierarchy the carrying amounts and estimated fair values of our significant financial liabilities that are not recorded at fair value on the condensed consolidated balance sheets (amounts in thousands):


	March 30, 2024				December 30, 2023
	Carrying Amount (1)		Estimated Fair Value (2)		Carrying Amount (1)		Estimated Fair Value (2)
Financial Liabilities:
Senior term loans (Level 2)	$	290,956	$	292,500	$	292,732	$	294,375

_______________________

(1)The carrying amounts of the senior term loans as of March 30, 2024 and December 30, 2023 were net of debt issuance costs of $1.5 million and $1.6 million, respectively.

(2)The estimated fair value of our current senior term loan borrowings under the 2023 Credit Agreement, as defined in Note 3, was deemed to approximate the carrying value, excluding unamortized debt issuance costs, because the interest rate is variable with short reset periods and is reflective of the current market rate.

Revenue Recognition

Net Sales — We recognize revenue from the sale of products at the point of sale, net of any taxes or deposits collected and remitted to governmental authorities. For e-commerce related sales in which a third-party provides home delivery service, revenue is recognized upon delivery to the customer. Our performance obligations are satisfied upon the transfer of goods to the customer, at the point of sale, and payment from customers is also due at the time of sale. Discounts provided to customers by us are recognized at the time of sale as a reduction in net sales as the products are sold. Discounts provided by IOs are not recognized as a reduction in net sales as these are provided solely by the IO who bears the incremental costs arising from the discount. We do not accept manufacturer coupons.

We do not have any material contract assets or receivables from contracts with customers, any revenue recognized in the current year from performance obligations satisfied in previous periods, any material performance obligations other than our gift card deferred revenue liability, or any material costs to obtain or fulfill a contract as of March 30, 2024 and December 30, 2023.

Gift Cards — We record a deferred revenue liability when a Grocery Outlet gift card is sold. Revenue related to gift cards is recognized as the gift cards are redeemed, which is when we have satisfied our performance obligation. While gift cards are generally redeemed within 12 months, some are never fully redeemed. We reduce the liability and recognize revenue for the unused portion of the gift cards ("breakage") under the proportional method, where recognition of breakage income is based upon the historical run-off rate of unredeemed gift cards. Our gift card deferred revenue liability was $2.3 million and $3.2 million as of March 30, 2024 and December 30, 2023, respectively. Breakage amounts were immaterial for the 13 weeks ended March 30, 2024 and April 1, 2023.

Disaggregated Revenues — The following table presents net sales revenue by type of product for the periods indicated (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Perishable (1)	$	380,265	$	345,839
Non-perishable (2)	656,679		619,628
Total net sales	$	1,036,944	$	965,467

_______________________

(1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood.

(2) Non-perishable departments include non-perishable grocery; general merchandise; health and beauty care; frozen foods; and beer and wine.

Variable Interest Entities — In accordance with the variable interest entities sub-section of Accounting Standards Codification ("ASC") Topic 810, Consolidation, we assess at each reporting period whether we, or any consolidated entity, are considered the primary beneficiary of a variable interest entity ("VIE") and therefore required to consolidate the financial results of the VIE in our condensed consolidated financial statements. Determining whether to consolidate a VIE may require judgment in assessing (i) whether an entity is a VIE, and (ii) if a reporting entity is a VIE's primary beneficiary. A reporting entity is determined to be a VIE's primary beneficiary if it has the power to direct the activities that most significantly impact a VIE's economic performance and the obligation to absorb losses or rights to receive benefits that could potentially be significant to a VIE.

We had 472, 466 and 441 stores operated by IOs as of March 30, 2024, December 30, 2023 and April 1, 2023, respectively. We have agreements in place with each IO. The IO orders merchandise exclusively from us which is provided to the IO on consignment. Under the Independent Operator Agreement (the "Operator Agreement"), the IO selects a majority of merchandise that we consign to the IO, which the IO chooses from our merchandise order guide according to the IO's knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The Operator Agreement gives the IO discretion to adjust our initial prices if the overall effect of all price changes at any time comports with the reputation of our Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. The IO is required to furnish initial working capital and to acquire certain store and safety assets. The IO is also required to hire, train and employ a properly trained workforce sufficient in number to enable the IO to fulfill its obligations under the Operator Agreement. Additionally, the IO is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the Operator Agreement without cause upon 75 days' notice.

As consignor of all merchandise to each IO, the aggregate net sales proceeds from merchandise sales belongs to us. Net sales related to IO stores were $1.0 billion and $951.6 million for the 13 weeks ended March 30, 2024 and April 1, 2023, respectively. We, in turn, pay each IO a commission based on a share of the gross profit of the store. Inventories and related net sales proceeds are our property, and we are responsible for store rent and related occupancy costs. IO commissions are expensed and included in selling, general and administrative expenses. IO commissions were $160.8 million and $145.2 million for the 13 weeks ended March 30, 2024 and April 1, 2023, respectively. IO commissions of $13.9 million and $21.7 million were included in accrued and other current liabilities as of March 30, 2024 and December 30, 2023, respectively.

An IO may fund its initial store investment from existing capital, a third-party loan or most commonly through a loan from us, as further discussed in Note 2. As collateral for IO obligations and performance, the Operator Agreement grants us the security interests in the assets owned by each IO related to the respective store. Since the total investment at risk associated with each IO is not sufficient to permit each IO to finance its activities without additional subordinated financial support, each IO is a VIE that we have a variable interest in. To determine if we are the primary beneficiary of a VIE, we evaluate whether we have (i) the power to direct the activities that most significantly impact the IO's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the IO that could potentially be significant to the IO. Our evaluation includes identification of significant activities and an assessment of the IO's ability to direct those activities.

Activities that most significantly impact the IO's economic performance relate to sales and labor. Sales activities that significantly impact the IO's economic performance include determining what merchandise the IO will order and sell and the price of such merchandise, both of which the IO controls. The IO is also responsible for all of its own labor. Labor activities that significantly impact the IO's economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the IO, activities which the IO controls. Accordingly, the IO has the power to direct the activities that most significantly impact the IO's economic performance. Furthermore, the mutual termination rights associated with the Operator Agreement illustrate the lack of ultimate control over the IO. Therefore, we are not the primary beneficiary of these VIEs.

Our maximum exposure, in accordance with ASC Topic 810, to the IOs is generally limited to the IO notes and IO receivables due from these entities, which was $57.6 million and $59.2 million as of March 30, 2024 and December 30, 2023, respectively. See Note 2 for additional information.

Recently Adopted Accounting Standards

No recently adopted accounting pronouncements had a material effect in our condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Accounting Standards Update ("ASU") No. 2023-07 — In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We will adopt ASU 2023-07 upon the effective date and are currently evaluating the impact on our consolidated financial statements and disclosures.

ASU No. 2023-09 — In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) ("ASU 2023-09"). ASU 2023-09 requires public entities’ to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We will adopt ASU 2023-09 upon the effective date and are currently evaluating the impact on our consolidated financial statements and disclosures.

Subsequent Event (Details) - BBGO Acquisition $ in Millions	Apr. 01, 2024 USD ($)	Mar. 30, 2024 store
Subsequent Event [Line Items]
Number of discount grocery stores operated		40
Number of states with discount grocery stores operations		6
Subsequent Event
Subsequent Event [Line Items]
Purchase consideration \| $	$ 62

Long-term Debt (Tables)

3 Months Ended

Mar. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following (amounts in thousands):


	March 30, 2024		December 30, 2023
2023 Credit Agreement:
Senior term loan due 2028	$	292,500	$	294,375


Long-term debt, gross	292,500		294,375
Less: Unamortized debt issuance costs	(1,544)		(1,643)
Long-term debt, less unamortized debt issuance costs	290,956		292,732
Less: Current portion	(5,625)		(5,625)
Long-term debt, net	$	285,331	$	287,107

Schedule of Principal Maturities

Principal maturities of debt as of March 30, 2024 are as follows (amounts in thousands):


Remainder of fiscal 2024	$	3,750
Fiscal 2025	15,000
Fiscal 2026	15,000
Fiscal 2027	15,000
Fiscal 2028	243,750
Thereafter	—
Total	$	292,500

Schedule of Interest Expense, Net

Interest expense, net, consisted of the following (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Interest on loans	$	5,678	$	7,107
Amortization of debt issuance costs and debt discounts	228		401
Interest on finance leases	95		72

Interest income	(2,492)		(1,661)
Capitalized interest	(333)		—
Interest expense, net	$	3,176	$	5,919

Schedule of Loss on Debt Extinguishment and Modification Cost

Loss on debt extinguishment and modification consisted of the following (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Write off of debt issuance costs	$	—	$	4,518
Write off of debt discounts	—		578
Debt modification costs	—		244
Loss on debt extinguishment and modification	$	—	$	5,340

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Independent Operator Notes and Independent Operator Receivables - Schedule of Amounts Due from Independent Operators (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Independent operator notes
Gross	$ 41,276	$ 41,123
Allowance, Current Portion	(713)	(754)
Allowance, Long-term Portion	(10,665)	(10,435)
Net	29,898	29,934
Current Portion	1,662	1,800
Long-term Portion	28,236	28,134
Independent operator receivables
Gross	16,314	18,105
Allowance, Current Portion	(4,031)	(4,338)
Allowance, Long-Term Portion	(598)	(624)
Net	11,685	13,143
Current Portion	11,685	13,143
Long-term Portion	0	0
Total
Gross	57,590	59,228
Allowance, Current Portion	(4,744)	(5,092)
Allowance, Long-Term Portion	(11,263)	(11,059)
Net	41,583	43,077
Current Portion	13,347	14,943
Long-term Portion	$ 28,236	$ 28,134

Organization and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Carrying Amount and Estimated Fair Values of Financial Liabilities


	March 30, 2024				December 30, 2023
	Carrying Amount (1)		Estimated Fair Value (2)		Carrying Amount (1)		Estimated Fair Value (2)
Financial Liabilities:
Senior term loans (Level 2)	$	290,956	$	292,500	$	292,732	$	294,375

_______________________

(1)The carrying amounts of the senior term loans as of March 30, 2024 and December 30, 2023 were net of debt issuance costs of $1.5 million and $1.6 million, respectively.

Schedule of Sales Revenue by Product

The following table presents net sales revenue by type of product for the periods indicated (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Perishable (1)	$	380,265	$	345,839
Non-perishable (2)	656,679		619,628
Total net sales	$	1,036,944	$	965,467

_______________________

(1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood.

(2) Non-perishable departments include non-perishable grocery; general merchandise; health and beauty care; frozen foods; and beer and wine.

Long-term Debt

3 Months Ended

Mar. 30, 2024

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt consisted of the following (amounts in thousands):


	March 30, 2024		December 30, 2023
2023 Credit Agreement:
Senior term loan due 2028	$	292,500	$	294,375


Long-term debt, gross	292,500		294,375
Less: Unamortized debt issuance costs	(1,544)		(1,643)
Long-term debt, less unamortized debt issuance costs	290,956		292,732
Less: Current portion	(5,625)		(5,625)
Long-term debt, net	$	285,331	$	287,107

2023 Credit Agreement

We are party to a credit agreement, dated February 21, 2023 (the "2023 Credit Agreement"), with Bank of America, N.A., as administrative agent and collateral agent, and a syndicate of lenders that consists of (i) a senior secured term loan facility (the "senior term loan") and (ii) a senior secured revolving credit facility (the "revolving credit facility" and, together with the senior term loan, the "credit facilities") in an aggregate principal amount of $400.0 million. The revolving credit facility includes sub-commitments for $50.0 million letters of credit and $25.0 million of swingline loans.

Borrowings under the 2023 Credit Agreement bear interest at a rate equal to, at our option, either (a) the base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the federal funds rate then in effect, plus 0.50%, (ii) the prime rate then in effect and (iii) a specified Term SOFR (as defined in the 2023 Credit Agreement) rate plus 1.00%, subject to the interest rate floors set forth therein, plus an applicable margin ranging from 0.75% to 1.75% based on our Total Net Leverage Ratio (as defined in the 2023 Credit Agreement); and (b) an adjusted Term SOFR rate determined

on the basis of a one, three or six month interest period, plus 0.10%, subject to the interest rate floors set forth therein, plus an applicable margin ranging from 1.75% to 2.75% based on our Total Net Leverage Ratio. As of March 30, 2024, interest on borrowings under the credit facilities was based on one-month Term SOFR with an applicable margin of 2.00%.

The 2023 Credit Agreement permits us to add incremental term loan facilities, increase any existing term loan facility, increase revolving commitments, and/or add incremental replacement revolving credit facility tranches. The aggregate principal amount of such incremental facilities are limited to (a) an amount not in excess of the sum of the greater of $200.0 million and 100% of Consolidated EBITDA (as defined in the 2023 Credit Agreement), subject to certain limitations, plus (b) voluntary prepayments of any term loan facility, voluntary permanent reductions of the commitments for the revolving credit facility and voluntary prepayments of indebtedness secured by liens on the collateral securing the credit facilities, subject to certain exceptions, plus (c) an amount such that (assuming that the full amount of any such incremental revolving increase and/or incremental replacement revolving credit facility was drawn, and after giving effect to any appropriate pro forma adjustment events) we would be in compliance, on a pro forma basis (but excluding the cash proceeds of such incurrence), with a Total Net Leverage Ratio of 3.00 to 1.00.

Our obligations under the 2023 Credit Agreement are unconditionally guaranteed by the Company’s wholly owned restricted subsidiaries, subject to certain exceptions. All obligations under the 2023 Credit Agreement, and the guarantee of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the Company’s assets and those of each subsidiary guarantor.

The 2023 Credit Agreement requires us to make scheduled amortization payments of the senior term loan. We may voluntarily prepay the credit facilities, in whole or in part, at any time without premium or penalty, subject to reimbursement of the lenders’ breakage and redeployment costs in applicable cases.

Senior Term Loan due 2028

The senior term loan under the 2023 Credit Agreement matures on February 21, 2028 and had an interest rate of 7.43% as of March 30, 2024.

Revolving Credit Facility

As of March 30, 2024 we had $4.2 million of outstanding letters of credit and $395.8 million of remaining borrowing capacity available under the revolving credit facility, which matures on February 21, 2028. The interest rate on the revolving credit facility was 7.43% as of March 30, 2024. No amounts were outstanding under the revolving credit facility as of March 30, 2024 and December 30, 2023. $25.0 million of principal on the revolving credit facility was borrowed at closing on February 21, 2023 and was subsequently repaid on April 21, 2023. Subsequent to March 30, 2024, in April 2024, $80.0 million of principal was borrowed from the revolving credit facility.

We are required to pay a quarterly commitment fee ranging from 0.15% to 0.30% on the daily unused amount of the commitment under the revolving credit facility based upon our Total Net Leverage Ratio. We are also required to pay fronting fees and other customary fees for letters of credit issued under the revolving credit facility.

Debt Covenants

The 2023 Credit Agreement contains certain customary representations and warranties, subject to limitations and exceptions, and affirmative and customary covenants. The 2023 Credit Agreement contains certain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments; incur additional debt or issue certain disqualified stock and preferred stock; incur liens on assets; merge or consolidate with another company or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; and allow to exist certain restrictions on the ability of our subsidiaries to pay dividends or make other payments to the borrower. The 2023 Credit Agreement also contains financial performance covenants requiring us to satisfy a maximum total net leverage ratio test and a minimum interest coverage ratio test as of the last day of each fiscal quarter. The maximum total net leverage ratio test requires us to be in compliance with a Total Net Leverage Ratio no greater than 3.50 to 1.00 as of the last day of each test period ending prior to the test period ending on or about December 31, 2025, and no greater than 3.25 to 1.00 as of the last day of each test period ending thereafter, subject to certain adjustments set forth in the 2023 Credit Agreement. The minimum interest coverage ratio test requires us to be in compliance with a Consolidated Interest Coverage Ratio (as defined in the 2023 Credit Agreement) of no less than 1.75 to 1.00 as of the last day of each test period.

As of March 30, 2024, we were in compliance with all applicable financial covenant requirements for the 2023 Credit Agreement.

Schedule of Principal Maturities

Principal maturities of debt as of March 30, 2024 are as follows (amounts in thousands):


Remainder of fiscal 2024	$	3,750
Fiscal 2025	15,000
Fiscal 2026	15,000
Fiscal 2027	15,000
Fiscal 2028	243,750
Thereafter	—
Total	$	292,500

Interest Expense, Net

Interest expense, net, consisted of the following (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Interest on loans	$	5,678	$	7,107
Amortization of debt issuance costs and debt discounts	228		401
Interest on finance leases	95		72

Interest income	(2,492)		(1,661)
Capitalized interest	(333)		—
Interest expense, net	$	3,176	$	5,919

Loss on Debt Extinguishment and Modification

Loss on debt extinguishment and modification consisted of the following (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Write off of debt issuance costs	$	—	$	4,518
Write off of debt discounts	—		578
Debt modification costs	—		244
Loss on debt extinguishment and modification	$	—	$	5,340

Subsequent Event	3 Months Ended
Subsequent Event	Mar. 30, 2024
Subsequent Events [Abstract]
Subsequent Event	On February 14, 2024, Grocery Outlet Inc., our wholly owned subsidiary, entered into a Stock Purchase Agreement with BBGO Acquisition, Inc., a Delaware corporation ("Holdings"), specified parties therein that beneficially owned Holdings, and Southvest Fund VII, L.P., a Delaware limited partnership, to acquire all of the issued and outstanding capital stock of Holdings (the "Transaction"). On April 1, 2024, the Transaction was completed for the net purchase consideration of approximately $62 million, including cash on hand, and subject to post-closing adjustments. Holdings is the owner of all of the issued and outstanding capital stock of The Bargain Barn, Inc., a Tennessee corporation doing business as United Grocery Outlet ("United Grocery Outlet"). United Grocery Outlet operated 40 discount grocery stores across six states in the southeastern United States as of March 30, 2024.

Share-based Awards (Tables)

3 Months Ended

Mar. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following table summarizes stock option activity under all equity incentive plans during the 13 weeks ended March 30, 2024:


	Time-Based Stock Options			Performance-Based Stock Options
	Number of Options	Weighted-Average Exercise Price		Number of Options	Weighted-Average Exercise Price
Options outstanding as of December 30, 2023	2,091,523	$	12.97	227,605	$	6.62

Exercised	(453,640)	7.34		(29,775)	3.81

Options outstanding as of March 30, 2024	1,637,883	$	14.53	197,830	$	7.05
Options vested and exercisable as of March 30, 2024	1,627,850	$	14.53	197,830	$	7.05

Schedule of RSU Activity

The following table summarizes restricted stock unit ("RSU") activity under all equity incentive plans during the 13 weeks ended March 30, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 30, 2023	857,820	$	28.82
Granted	575,389	25.79
Vested	(339,198)	29.73
Forfeitures	(4,957)	28.08
Unvested balance as of March 30, 2024	1,089,054	$	26.94

Schedule of PSU Activity

The following table summarizes performance-based restricted stock unit ("PSU") activity under the Grocery Outlet Holding Corp. 2019 Incentive Plan during the 13 weeks ended March 30, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 30, 2023	1,753,989	$	29.50
Granted (1)	559,861	25.79
Adjustment for expected performance achievement (2)	88,817	27.34
Vested	(301,392)	35.45
Forfeitures	(2,364)	27.77
Unvested balance as of March 30, 2024 (3)	2,098,911	$	27.57

_______________________

(1)Represents initial grant of PSUs based on performance target level achievement of 100%.

(2)Represents the year-to-date adjustment to previously granted PSUs based on performance expectations as of March 30, 2024.

(3)An additional 648,189 PSUs could potentially be included if the maximum performance level of 200% is reached for all PSUs outstanding as of March 30, 2024.

Schedule of Share-Based Compensation Expense

Share-based compensation expense consisted of the following (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Time-based stock options	$	9	$	408

RSUs	3,236		2,495
PSUs	4,897		3,773

Share-based compensation expense	$	8,142	$	6,676

Income Taxes

3 Months Ended

Mar. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Our income tax expense (benefit) and effective income tax rate were as follows (amounts in thousands, except percentages):


	13 Weeks Ended
	March 30, 2024			April 1, 2023
Income tax expense (benefit)	$	(1,588)		$	7,839
Effective income tax rate	(60.8)		%	36.4		%

Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete events arising in each respective fiscal quarter. During each interim period, we update the estimated annual effective tax rate. Our effective income tax rate for the 13 weeks ended March 30, 2024 was lower than the combined U.S. federal and state statutory income tax rate primarily due to a pretax book loss combined with excess tax benefits related to the exercise of stock options, partially offset by non-deductible executive compensation under Internal Revenue Code Section 162(m). The decrease in our effective income tax rate for the 13 weeks ended March 30, 2024 compared to the 13 weeks ended April 1, 2023 was primarily driven by a pretax book loss combined with excess tax benefits from the exercise of stock options during the 13 weeks ended March 30, 2024 and excess tax expense related to the vesting of RSUs and PSUs during the 13 weeks ended April 1, 2023.

Our policy is to recognize interest and penalties associated with uncertain tax positions as part of the income tax provision in our condensed consolidated statements of operations and comprehensive income (loss) and include accrued interest and penalties with the related income tax liability on our condensed consolidated balance sheets. To date, we have not recognized any interest and penalties, nor have we accrued for or made payments for interest and penalties. We had no uncertain tax positions as of March 30, 2024 and December 30, 2023, respectively, and do not anticipate having any material uncertain tax positions within the next 12 months.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Related Party Transactions (Details) $ in Thousands	3 Months Ended
Related Party Transactions (Details) $ in Thousands	Mar. 30, 2024 USD ($) store warehouse	Apr. 01, 2023 USD ($) store warehouse	Dec. 30, 2023 USD ($)
Related Party Transaction [Line Items]
Number of stores \| store	474
Operating lease, right-of-use asset	$ 949,065		$ 945,710
Aggregate annual lease payments		$ 1,700
Accounts and financing receivable, before allowance for credit loss	$ 57,590		59,228
Related Party
Related Party Transaction [Line Items]
Number of stores \| store	14	14
Number of warehouses \| warehouse	1	1
Operating lease, right-of-use asset	$ 41,700		42,600
Operating lease liability	46,700		$ 47,600
Aggregate annual lease payments	$ 1,800

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023	Nov. 05, 2021
Subsidiary, Sale of Stock [Line Items]
Repurchase of common stock (in shares)	200,803	122,862
Repurchase of common stock	$ 5.3	$ 3.3
Average price of shares repurchased (in usd per share)	$ 26.52	$ 26.66
Stock repurchase program, remaining authorized amount	$ 84.4
Maximum
Subsidiary, Sale of Stock [Line Items]
Share repurchase authorized amount			$ 100.0

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Earnings (Net Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,031	95
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,136	0
RSUs and PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	895	95

Independent Operator Notes and Independent Operator Receivables - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 30, 2024	Dec. 30, 2023
Financing Receivable, Allowance for Credit Loss [Line Items]
Accrued interest receivable	$ 2,000,000	$ 1,800,000
Independent operator notes, nonaccrual	0	0
Independent operator notes	$ 29,898,000	$ 29,934,000
TCAP
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes, outstanding percentage (as a percent)	53.30%	51.60%
Independent operator notes, transferred to (from) TCAP	$ 1,200,000
Non-TCAP
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes, transferred to (from) TCAP	(200,000)
Financial Asset, Past Due
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes	$ 0	$ 0
Minimum
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes, stated interest rate (as a percent)	5.50%
Maximum
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes, stated interest rate (as a percent)	9.95%
Weighted Average \| TCAP
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes, weighted average interest rate (as a percent)	5.50%	9.95%

Income Taxes (Tables)

3 Months Ended

Mar. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit) and Effective Tax Rate

Our income tax expense (benefit) and effective income tax rate were as follows (amounts in thousands, except percentages):


	13 Weeks Ended
	March 30, 2024			April 1, 2023
Income tax expense (benefit)	$	(1,588)		$	7,839
Effective income tax rate	(60.8)		%	36.4		%

Independent Operator Notes and Independent Operator Receivables (Tables)

3 Months Ended

Mar. 30, 2024

Receivables [Abstract]

Schedule of Amounts Due from Independent Operators

Amounts due from IOs and the related allowances as of March 30, 2024 and December 30, 2023 consisted of the following (amounts in thousands):


			Allowance						Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
March 30, 2024
Independent operator notes	$	41,276	$	(713)	$	(10,665)	$	29,898	$	1,662	$	28,236
Independent operator receivables	16,314		(4,031)		(598)		11,685		11,685		—
Total	$	57,590	$	(4,744)	$	(11,263)	$	41,583	$	13,347	$	28,236


			Allowance						Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
December 30, 2023
Independent operator notes	$	41,123	$	(754)	$	(10,435)	$	29,934	$	1,800	$	28,134
Independent operator receivables	18,105		(4,338)		(624)		13,143		13,143		—
Total	$	59,228	$	(5,092)	$	(11,059)	$	43,077	$	14,943	$	28,134

Schedule of Allowance for Credit Loss Activity

A summary of activity in the IO notes and IO receivables allowance was as follows (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Beginning balance	$	16,151	$	14,747
Provision for IO notes and IO receivables reserves	553		1,348

Write-off of uncollectible for IO notes and IO receivables	(697)		(138)
Ending Balance	$	16,007	$	15,957

Schedule of Independent Operator Notes by Credit Quality Indicators and Year of Origination

The following table presents the outstanding gross balance of IO notes by fiscal year of origination and credit quality indicator as of March 30, 2024 (amounts in thousands):


	Fiscal Year of Origination
Credit Quality Indicator	2024 (YTD)		2023		2022		2021		2020		Prior		Total
TCAP	$	541	$	3,356	$	6,979	$	3,383	$	1,875	$	1,392	$	17,526
Non-TCAP	831		3,828		3,542		3,478		2,276		2,460		16,415
New store	1,381		4,637		1,317		—		—		—		7,335
Total	$	2,753	$	11,821	$	11,838	$	6,861	$	4,151	$	3,852	$	41,276

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Related Party Leases As of March 30, 2024 and April 1, 2023, we leased 14 store locations and one warehouse location from entities in which Eric Lindberg, Jr., Chairman of our Board of Directors, or his family, had a direct or indirect financial interest. As of March 30, 2024, the right-of-use assets and lease liabilities related to these properties was $41.7 million and $46.7 million, respectively. As of December 30, 2023, the right-of-use assets and lease liabilities related to these properties was $42.6 million and $47.6 million, respectively. These related parties received aggregate lease payments from us of $1.8 million and $1.7 million for the 13 weeks ended March 30, 2024 and April 1, 2023, respectively. Independent Operator Notes and Independent Operator Receivables We offer interest-bearing notes to IOs and the gross amount of IO operating notes and IO receivables due was $57.6 million and $59.2 million as of March 30, 2024 and December 30, 2023, respectively. See Note 2 for additional information.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
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-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

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

+ Details

Income Taxes - Schedule of Income Tax Expense and Effective Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (1,588)	$ 7,839
Effective income tax rate (as a percent)	(60.80%)	36.40%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Debt Instrument [Line Items]
Long-term debt, gross	$ 292,500	$ 294,375
Less: Unamortized debt issuance costs	(1,544)	(1,643)
Total	290,956	292,732
Less: Current portion	(5,625)	(5,625)
Long-term debt, net	285,331	287,107
Senior term loan due 2028 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 292,500	$ 294,375

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Independent Operator Notes and Independent Operator Receivables

3 Months Ended

Mar. 30, 2024

Receivables [Abstract]

Independent Operator Notes and Independent Operator Receivables

The amounts included in IO notes and IO receivables consist primarily of funds we loaned to IOs, net of estimated uncollectible amounts. IO notes, which are payable on demand and have no maturity date, typically bear interest at rates between 5.50% and 9.95%. Accrued interest receivable on IO notes is included within the "independent operator

receivables and current portion of independent operator notes, net of allowance" line item on the condensed consolidated balance sheets and was $2.0 million and $1.8 million as of March 30, 2024 and December 30, 2023, respectively. There were no IO notes that were past due or on a non-accrual status due to delinquency as of March 30, 2024 or December 30, 2023. Notes and receivables from our IOs participating in our Temporary Commission Adjustment Program ("TCAP"), as defined below, are not considered to be past due or on a non-accrual status due to delinquency and are excluded from such measures.

IO notes and IO receivables are financial assets which are measured and carried at amortized cost. An allowance for expected credit losses is deducted from (for expected losses) or added to (for expected recoveries) the amortized cost basis of these assets to arrive at the net carrying amount expected to be collected for such assets.

The allowance is estimated using an expected loss framework, which includes information about past events, current conditions, and reasonable and supportable forecasts that impact the collectibility of the reported amounts of the assets over their lifetime. The allowance is evaluated on a collective basis for assets with shared risk characteristics and credit quality indicators. The primary shared risk characteristic and credit quality indicator pools that we use as a basis for collective evaluation include:

•TCAP — Includes the notes and receivables from IOs with stores that have been open for more than 18 months that are participating in our TCAP as of the end of each reporting period. TCAP allows us to provide a greater commission to participating IOs who require assistance in meeting their working capital needs for various reasons, such as new or increased competition or differences in IO skills and experience.

•Non-TCAP — Includes the notes and receivables from IOs with stores that have been open for more than 18 months that are not participating in TCAP as of the end of each reporting period.

•New store — Includes the notes and receivables from IOs with stores that have been open for less than 18 months as of the end of each reporting period, and may or may not be participating in TCAP.

Assets without such shared risk characteristics or credit quality indicators, such as assets with unique circumstances or with delinquencies and historical losses in excess of their TCAP, non-TCAP or new store peers are evaluated on an individual basis.

Amounts due from IOs and the related allowances as of March 30, 2024 and December 30, 2023 consisted of the following (amounts in thousands):


			Allowance						Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
March 30, 2024
Independent operator notes	$	41,276	$	(713)	$	(10,665)	$	29,898	$	1,662	$	28,236
Independent operator receivables	16,314		(4,031)		(598)		11,685		11,685		—
Total	$	57,590	$	(4,744)	$	(11,263)	$	41,583	$	13,347	$	28,236


			Allowance						Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
December 30, 2023
Independent operator notes	$	41,123	$	(754)	$	(10,435)	$	29,934	$	1,800	$	28,134
Independent operator receivables	18,105		(4,338)		(624)		13,143		13,143		—
Total	$	59,228	$	(5,092)	$	(11,059)	$	43,077	$	14,943	$	28,134

A summary of activity in the IO notes and IO receivables allowance was as follows (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Beginning balance	$	16,151	$	14,747
Provision for IO notes and IO receivables reserves	553		1,348

Write-off of uncollectible for IO notes and IO receivables	(697)		(138)
Ending Balance	$	16,007	$	15,957

The following table presents the outstanding gross balance of IO notes by fiscal year of origination and credit quality indicator as of March 30, 2024 (amounts in thousands):


	Fiscal Year of Origination
Credit Quality Indicator	2024 (YTD)		2023		2022		2021		2020		Prior		Total
TCAP	$	541	$	3,356	$	6,979	$	3,383	$	1,875	$	1,392	$	17,526
Non-TCAP	831		3,828		3,542		3,478		2,276		2,460		16,415
New store	1,381		4,637		1,317		—		—		—		7,335
Total	$	2,753	$	11,821	$	11,838	$	6,861	$	4,151	$	3,852	$	41,276

TCAP IO Notes

Notes of IOs participating in our TCAP represented 53.3% and 51.6% of total IO note balances as of March 30, 2024 and December 30, 2023, respectively.

A total of $1.2 million of IO notes were added into our TCAP during the 13 weeks ended March 30, 2024. The weighted average contractual interest rate of such IO notes during that period was reduced from 9.95% and, as of March 30, 2024, was 5.50%. In addition, $0.2 million of IO notes were transferred from TCAP to Non-TCAP during the 13 weeks ended March 30, 2024.

Share-based Awards

3 Months Ended

Mar. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Awards

For a discussion of our share-based incentive plans, refer to Note 8 of our 2023 Form 10-K.

Share-based Award Activity

The following table summarizes stock option activity under all equity incentive plans during the 13 weeks ended March 30, 2024:


	Time-Based Stock Options			Performance-Based Stock Options
	Number of Options	Weighted-Average Exercise Price		Number of Options	Weighted-Average Exercise Price
Options outstanding as of December 30, 2023	2,091,523	$	12.97	227,605	$	6.62

Exercised	(453,640)	7.34		(29,775)	3.81

Options outstanding as of March 30, 2024	1,637,883	$	14.53	197,830	$	7.05
Options vested and exercisable as of March 30, 2024	1,627,850	$	14.53	197,830	$	7.05

The following table summarizes restricted stock unit ("RSU") activity under all equity incentive plans during the 13 weeks ended March 30, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 30, 2023	857,820	$	28.82
Granted	575,389	25.79
Vested	(339,198)	29.73
Forfeitures	(4,957)	28.08
Unvested balance as of March 30, 2024	1,089,054	$	26.94

The following table summarizes performance-based restricted stock unit ("PSU") activity under the Grocery Outlet Holding Corp. 2019 Incentive Plan during the 13 weeks ended March 30, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 30, 2023	1,753,989	$	29.50
Granted (1)	559,861	25.79
Adjustment for expected performance achievement (2)	88,817	27.34
Vested	(301,392)	35.45
Forfeitures	(2,364)	27.77
Unvested balance as of March 30, 2024 (3)	2,098,911	$	27.57

_______________________

(1)Represents initial grant of PSUs based on performance target level achievement of 100%.

(2)Represents the year-to-date adjustment to previously granted PSUs based on performance expectations as of March 30, 2024.

(3)An additional 648,189 PSUs could potentially be included if the maximum performance level of 200% is reached for all PSUs outstanding as of March 30, 2024.

Share-based Compensation Expense

We recognize compensation expense for stock options, RSUs and PSUs by amortizing the grant date fair value on a straight-line basis over the expected vesting period to the extent we determine the vesting of the grant is probable. We recognize share-based award forfeitures in the period such forfeitures occur.

Share-based compensation expense consisted of the following (amounts in thousands):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Time-based stock options	$	9	$	408

RSUs	3,236		2,495
PSUs	4,897		3,773

Share-based compensation expense	$	8,142	$	6,676

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Cash flows from operating activities:
Net income (loss)	$ (1,025)	$ 13,720
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment	20,955	18,309
Amortization of intangible and other assets	3,934	2,366
Amortization of debt issuance costs and debt discounts	228	401
Non-cash rent	922	1,144
Loss on debt extinguishment and modification	0	5,340
Share-based compensation	8,142	6,676
Provision for independent operator and other accounts receivable reserves	583	1,369
Deferred income taxes	(1,692)	6,130
Other	364	105
Changes in operating assets and liabilities:
Independent operator and other accounts receivable	1,241	(2,008)
Merchandise inventories	(12,737)	17,922
Prepaid expenses and other assets	2,305	(397)
Income and other taxes payable	532	1,217
Trade accounts payable, accrued compensation and other liabilities	(17,432)	11,343
Operating lease liabilities	1,521	3,995
Net cash provided by operating activities	7,841	87,632
Cash flows from investing activities:
Advances to independent operators	(3,132)	(1,547)
Repayments of advances from independent operators	1,503	2,010
Purchases of property and equipment	(46,266)	(32,894)
Proceeds from sales of assets	0	20
Investments in intangible assets and licenses	(2,992)	(7,936)
Net cash used in investing activities	(50,887)	(40,347)
Cash flows from financing activities:
Proceeds from exercise of stock options	3,442	204
Proceeds from senior term loan due 2028	0	300,000
Proceeds from revolving credit facility	0	25,000
Principal payments on finance leases	(382)	(320)
Repurchase of common stock	(6,241)	(3,275)
Debt issuance costs paid	0	(4,507)
Net cash used in financing activities	(5,056)	(67,898)
Net decrease in cash and cash equivalents	(48,102)	(20,613)
Cash and cash equivalents at beginning of period	114,987	102,728
Cash and cash equivalents at end of period	66,885	82,115
Senior Term Loan Due 2025
Cash flows from financing activities:
Principal payments on senior term loan	0	(385,000)
Senior term loan due 2028
Cash flows from financing activities:
Principal payments on senior term loan	$ (1,875)	$ 0

Organization and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 30, 2024 USD ($) store segment retailStoreLease	Apr. 01, 2023 USD ($) store	Dec. 30, 2023 USD ($) store
Subsidiary, Sale of Stock [Line Items]
Number of stores \| store	474
Number of operating segments \| segment	1
Number of leases \| retailStoreLease	1
Gift card, redemption period (in months)	12 months
Contract with customer, liability	$ 2,300		$ 3,200
Variable interest entity, number of stores \| store	472	441	466
Variable interest entity, termination period	75 days
Net sales	$ 1,036,944	$ 965,467
Accrued and other current liabilities	63,064		$ 66,655
Variable Interest Entity, Not Primary Beneficiary
Subsidiary, Sale of Stock [Line Items]
Net sales	1,000,000	951,600
Sales commissions and fees	160,800	$ 145,200
Accrued and other current liabilities	13,900		21,700
Maximum loss exposure	$ 57,600		$ 59,200

Organization and Summary of Significant Accounting Policies - Schedule of Carrying Amount and Estimated Fair Values of Financial Liabilities (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt issuance costs, net	$ 1,500	$ 1,600
Fair Value, Inputs, Level 2 \| Carrying Amount \| Senior Term Loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities	290,956	292,732
Fair Value, Inputs, Level 2 \| Estimated Fair Values \| Senior Term Loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities	$ 292,500	$ 294,375

Long-term Debt - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Debt Disclosure [Abstract]
Interest on loans	$ 5,678	$ 7,107
Amortization of debt issuance costs and debt discounts	228	401
Interest on finance leases	95	72
Interest income	(2,492)	(1,661)
Capitalized interest	(333)	0
Interest expense, net	$ 3,176	$ 5,919

Share-based Awards - Schedule of Stock Option Activity (Details)	3 Months Ended
	Mar. 30, 2024 $ / shares shares
Time-Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Options outstanding, beginning balance (in shares) \| shares	2,091,523
Exercised (in shares) \| shares	(453,640)
Options outstanding, ending balance (in shares) \| shares	1,637,883
Options vested and exercisable (in shares) \| shares	1,627,850
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-Average Exercise Price, beginning balance (in usd per share) \| $ / shares	$ 12.97
Exercised (in usd per share) \| $ / shares	7.34
Weighted-Average Exercise Price, ending balance (in usd per share) \| $ / shares	14.53
Options vested and exercisable (in usd per share) \| $ / shares	$ 14.53
Performance-Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Options outstanding, beginning balance (in shares) \| shares	227,605
Exercised (in shares) \| shares	(29,775)
Options outstanding, ending balance (in shares) \| shares	197,830
Options vested and exercisable (in shares) \| shares	197,830
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-Average Exercise Price, beginning balance (in usd per share) \| $ / shares	$ 6.62
Exercised (in usd per share) \| $ / shares	3.81
Weighted-Average Exercise Price, ending balance (in usd per share) \| $ / shares	7.05
Options vested and exercisable (in usd per share) \| $ / shares	$ 7.05

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings
Beginning balance (in shares) at Dec. 31, 2022		97,674,356
Beginning balance at Dec. 31, 2022	$ 1,110,214	$ 98	$ 847,589	$ 262,527
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise and vesting of share-based awards (in shares)		734,310
Exercise and vesting of share-based awards	204		204
Share-based compensation expense	6,676		6,676
Repurchase of common stock (in shares)		(122,862)
Repurchase of common stock	(3,275)		(3,275)
Net (loss) income	13,720			13,720
Comprehensive (loss) income	13,720			13,720
Ending balance (in shares) at Apr. 01, 2023		98,285,804
Ending balance at Apr. 01, 2023	$ 1,127,539	$ 98	851,194	276,247
Beginning balance (in shares) at Dec. 30, 2023	99,223,863	99,223,863
Beginning balance at Dec. 30, 2023	$ 1,219,339	$ 99	877,276	341,964
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise and vesting of share-based awards (in shares)		1,124,005
Exercise and vesting of share-based awards	3,442	$ 1	3,441
Share-based compensation expense	8,142		8,142
Repurchase of common stock (in shares)		(200,803)
Repurchase of common stock	(5,325)		(5,325)
Net (loss) income	(1,025)			(1,025)
Comprehensive (loss) income	$ (1,025)			(1,025)
Ending balance (in shares) at Mar. 30, 2024	100,147,065	100,147,065
Ending balance at Mar. 30, 2024	$ 1,224,573	$ 100	$ 883,534	$ 340,939

Independent Operator Notes and Independent Operator Receivables - Schedule of Allowance for Credit Loss Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Accounts And Financing Receivable, Allowance For Credit Loss [Roll Forward]
Beginning balance	$ 16,151	$ 14,747
Provision for IO notes and IO receivables reserves	553	1,348
Write-off of uncollectible for IO notes and IO receivables	(697)	(138)
Ending Balance	$ 16,007	$ 15,957

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 30, 2024	Apr. 01, 2023
Pay vs Performance Disclosure
Net income (loss)	$ (1,025)	$ 13,720

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

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+ Details

Income Taxes - Narrative (Details) - USD ($)	Mar. 30, 2024	Dec. 30, 2023
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0	$ 0

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Mar. 30, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders' Equity Share Repurchase Program In November 2021, our Board of Directors approved a share repurchase program. This program, effective November 5, 2021 and without an expiration date, authorizes us to repurchase up to $100.0 million of our outstanding common stock utilizing a variety of methods including open-market purchases, accelerated share repurchase programs, privately negotiated transactions, structured repurchase transactions and under a Rule 10b5-1 plan (which would permit shares to be repurchased when we might otherwise be precluded from doing so under securities laws). Any repurchased shares are constructively retired and returned to an unissued status. During the 13 weeks ended March 30, 2024, we repurchased 200,803 shares of common stock totaling $5.3 million at an average price of $26.52 per share in open-market transactions pursuant to a Rule 10b5-1 plan. During the 13 weeks ended April 1, 2023, we repurchased 122,862 shares of common stock totaling $3.3 million at an average price of $26.66 per share in open-market transactions pursuant to a Rule 10b5-1 plan. As of March 30, 2024, we had $84.4 million of repurchase authority remaining under the share repurchase program.

- Definition

The entire disclosure for equity.

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+ Details

Earnings (Net Loss) Per Share (Tables)

3 Months Ended

Mar. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the calculation of basic and diluted earnings (net loss) per share (amounts in thousands, except per share data):


	13 Weeks Ended
	March 30, 2024		April 1, 2023
Numerator
Net income (loss) and comprehensive income (loss)	$	(1,025)	$	13,720
Denominator
Weighted-average shares outstanding – basic	99,520		97,920
Effect of dilutive options	—		2,122
Effect of dilutive RSUs and PSUs (1)	—		527
Weighted-average shares outstanding – diluted	99,520		100,569
Earnings (net loss) per share:
Basic	$	(0.01)	$	0.14
Diluted	$	(0.01)	$	0.14

_______________________

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	13 Weeks Ended
	March 30, 2024	April 1, 2023
Time-based stock options	1,136	—
RSUs and PSUs	895	95
Total	2,031	95

Cover - shares	3 Months Ended
Cover - shares	Mar. 30, 2024	May 02, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 30, 2024
Document Transition Report	false
Entity File Number	001-38950
Entity Registrant Name	Grocery Outlet Holding Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-1874201
Entity Address, Address Line One	5650 Hollis Street
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	510
Local Phone Number	845-1999
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		99,861,691
Entity Central Index Key	0001771515
Current Fiscal Year End Date	--12-28
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Earnings (Net Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Numerator
Net income (loss)	$ (1,025)	$ 13,720
Comprehensive (loss) income	$ (1,025)	$ 13,720
Denominator
Weighted-average shares outstanding – basic (in shares)	99,520	97,920
Weighted-average shares outstanding – diluted (in shares)	99,520	100,569
Earnings (net loss) per share:
Basic (in usd per share)	$ (0.01)	$ 0.14
Diluted (in usd per share)	$ (0.01)	$ 0.14
Employee Stock Option
Denominator
Effect of dilutive awards (in shares)	0	2,122
RSUs And PSUs
Denominator
Effect of dilutive awards (in shares)	0	527

Long-term Debt - Schedule of Principal Maturities (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Debt Disclosure [Abstract]
Remainder of fiscal 2024	$ 3,750
Fiscal 2025	15,000
Fiscal 2026	15,000
Fiscal 2027	15,000
Fiscal 2028	243,750
Thereafter	0
Total	$ 292,500	$ 294,375

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Current assets:
Cash and cash equivalents	$ 66,885	$ 114,987
Independent operator receivables and current portion of independent operator notes, net of allowance $4,744 and $5,092	13,347	14,943
Other accounts receivable, net of allowance $32 and $2	5,484	4,185
Merchandise inventories	362,730	349,993
Prepaid expenses and other current assets	29,954	32,443
Total current assets	478,400	516,551
Independent operator notes and receivables, net of allowance $11,263 and $11,059	28,236	28,134
Property and equipment, net	680,614	642,462
Operating lease right-of-use assets	949,065	945,710
Intangible assets, net	80,189	78,556
Goodwill	747,943	747,943
Other assets	10,084	10,230
Total assets	2,974,531	2,969,586
Current liabilities:
Trade accounts payable	223,710	209,354
Accrued and other current liabilities	63,064	66,655
Accrued compensation	11,389	24,749
Current portion of long-term debt	5,625	5,625
Current lease liabilities	63,932	63,774
Income and other taxes payable	14,340	13,808
Total current liabilities	382,060	383,965
Long-term debt, net	285,331	287,107
Deferred income tax liabilities, net	36,909	38,601
Long-term lease liabilities	1,043,715	1,038,307
Other long-term liabilities	1,943	2,267
Total liabilities	1,749,958	1,750,247
Commitments and contingencies (Note 8)
Stockholders' equity:
Common stock, par value $0.001 per share, 500,000,000 shares authorized; 100,147,065 and 99,223,863 shares issued and outstanding, respectively	100	99
Series A preferred stock, par value $0.001 per share, 50,000,000 shares authorized; no shares issued and outstanding	0	0
Additional paid-in capital	883,534	877,276
Retained earnings	340,939	341,964
Total stockholders' equity	1,224,573	1,219,339
Total liabilities and stockholders' equity	$ 2,974,531	$ 2,969,586