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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 27, 2020	Dec. 28, 2019
Current assets:
Cash and cash equivalents	$ 79,803	$ 28,101
Independent operator receivables and current portion of independent operator notes, net of allowance $1,114 and $1,283	6,783	7,003
Other accounts receivable, net of allowance $44 and $19	6,460	2,849
Merchandise inventories	229,273	219,420
Prepaid expenses and other current assets	12,514	13,453
Total current assets	334,833	270,826
Independent operator notes, net of allowance $8,064 and $9,088	24,660	20,331
Property and equipment, net	378,076	356,614
Operating lease right-of-use assets	784,224	734,327
Intangible assets, net	46,966	47,792
Goodwill	747,943	747,943
Other assets	7,591	7,696
Total assets	2,324,293	2,185,529
Current liabilities:
Trade accounts payable	104,704	119,217
Accrued expenses	32,669	31,363
Accrued compensation	16,497	14,915
Current portion of long-term debt	112	246
Current lease liabilities	43,383	38,245
Income and other taxes payable	10,543	4,641
Total current liabilities	207,908	208,627
Long-term debt, net	448,048	447,743
Deferred income taxes	11,236	16,020
Long-term lease liabilities	823,700	767,755
Total liabilities	1,490,892	1,440,145
Commitments and Contingencies
Stockholders’ equity:
Common stock - par value $0.001, voting and nonvoting common stock	91	89
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	762,883	717,282
Retained earnings	70,427	28,013
Total stockholders’ equity	833,401	745,384
Total liabilities and stockholders’ equity	$ 2,324,293	$ 2,185,529

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 27, 2020	Dec. 28, 2019
Statement of Financial Position [Abstract]
Accounts and financing receivable, allowance for credit loss, current	$ 1,114	$ 1,283
Allowance for doubtful other receivables, current	44	19
Financing receivable, allowance for credit loss, noncurrent	$ 8,064	$ 9,088
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)	91,418,273	89,005,062
Common stock, outstanding (in shares)	91,418,273	89,005,062
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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Statement of Comprehensive Income [Abstract]
Net sales	$ 803,429	$ 645,289	$ 1,563,737	$ 1,251,560
Cost of sales	549,678	446,569	1,072,960	865,823
Gross profit	253,751	198,720	490,777	385,737
Operating expenses:
Selling, general and administrative	198,002	157,641	384,933	310,495
Depreciation and amortization	13,215	12,594	26,160	24,890
Share-based compensation	10,175	22,750	30,452	22,961
Total operating expenses	221,392	192,985	441,545	358,346
Income from operations	32,359	5,735	49,232	27,391
Other expenses:
Interest expense, net	5,270	15,452	11,104	31,890
Debt extinguishment and modification costs	0	5,162	198	5,162
Total other expenses	5,270	20,614	11,302	37,052
Income (loss) before income taxes	27,089	(14,879)	37,930	(9,661)
Income tax benefit	(2,244)	(4,247)	(4,045)	(2,803)
Net Income (loss)	29,333	(10,632)	41,975	(6,858)
Comprehensive income (loss)	$ 29,333	$ (10,632)	$ 41,975	$ (6,858)
Basic earnings (loss) per share (in usd per share)	$ 0.32	$ (0.15)	$ 0.47	$ (0.10)
Diluted earnings (loss) per share (in usd per share)	$ 0.30	$ (0.15)	$ 0.43	$ (0.10)
Weighted average shares outstanding:
Basic (in shares)	90,800	70,475	90,152	69,494
Diluted (in shares)	98,618	70,475	97,333	69,494

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock Voting Common	Common Stock Nonvoting Common	Preferred Stock	Additional Paid-In Capital	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 29, 2018			67,435,288	1,038,413	1
Beginning balance at Dec. 29, 2018	$ 299,951	$ 169	$ 67	$ 1	$ 0	$ 287,457	$ 12,426	$ 169
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise and vest of share-based awards (in shares)			42,438
Exercise and vesting of share-based awards	0		$ 0			0
Share-based compensation expense	211					211
Dividends paid	(254)
Net income (loss)	3,774						3,774
Comprehensive income (loss)	3,774						3,774
Ending balance (in shares) at Mar. 30, 2019			67,477,726	1,038,413	1
Ending balance at Mar. 30, 2019	303,851		$ 67	$ 1	$ 0	287,668	16,115
Beginning balance (in shares) at Dec. 29, 2018			67,435,288	1,038,413	1
Beginning balance at Dec. 29, 2018	299,951	169	$ 67	$ 1	$ 0	287,457	12,426	169
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(6,858)
Comprehensive income (loss)	(6,858)
Ending balance (in shares) at Jun. 29, 2019			88,311,764	0	0
Ending balance at Jun. 29, 2019	716,688		$ 88	$ 0	$ 0	711,200	5,400
Beginning balance (in shares) at Mar. 30, 2019			67,477,726	1,038,413	1
Beginning balance at Mar. 30, 2019	303,851		$ 67	$ 1	$ 0	287,668	16,115
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise and vest of share-based awards (in shares)				30,000
Exercise and vesting of share-based awards	314					314
Issuance of common stock upon initial public offering, net of issuance costs (in shares)			19,765,625
Issuance of common stock upon initial public offering, net of issuance costs	400,488		$ 20			400,468
Conversion of nonvoting to voting common shares (in shares)			1,068,413	(1,068,413)
Conversion of nonvoting to voting common shares	0		$ 1	$ (1)
Redemption of preferred stock (in shares)					(1)
Redemption of preferred shares	0				$ 0
Share-based compensation expense	22,750					22,750
Dividends paid	(83)						(83)
Net income (loss)	(10,632)						(10,632)
Comprehensive income (loss)	(10,632)						(10,632)
Ending balance (in shares) at Jun. 29, 2019			88,311,764	0	0
Ending balance at Jun. 29, 2019	716,688		$ 88	$ 0	$ 0	711,200	5,400
Beginning balance (in shares) at Dec. 28, 2019			89,005,062	0	0
Beginning balance at Dec. 28, 2019	745,384	439	$ 89	$ 0	$ 0	717,282	28,013	439
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise and vest of share-based awards (in shares)			902,132
Exercise and vesting of share-based awards	6,033		$ 1			6,032
Share-based compensation expense	20,277					20,277
Dividends paid	(147)					(147)	(254)
Net income (loss)	12,642						12,642
Comprehensive income (loss)	12,642						12,642
Ending balance (in shares) at Mar. 28, 2020			89,907,194	0	0
Ending balance at Mar. 28, 2020	784,628		$ 90	$ 0	$ 0	743,444	41,094
Beginning balance (in shares) at Dec. 28, 2019			89,005,062	0	0
Beginning balance at Dec. 28, 2019	745,384	$ 439	$ 89	$ 0	$ 0	717,282	28,013	$ 439
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	41,975
Comprehensive income (loss)	41,975
Ending balance (in shares) at Jun. 27, 2020			91,418,273	0	0
Ending balance at Jun. 27, 2020	833,401		$ 91	$ 0	$ 0	762,883	70,427
Beginning balance (in shares) at Mar. 28, 2020			89,907,194	0	0
Beginning balance at Mar. 28, 2020	784,628		$ 90	$ 0	$ 0	743,444	41,094
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise and vest of share-based awards (in shares)			1,511,079
Exercise and vesting of share-based awards	9,845		$ 1			9,844
Tax paid on behalf of employees related to net settlement of share-based awards	(483)					(483)
Share-based compensation expense	10,175					10,175
Dividends paid	(97)					(97)
Net income (loss)	29,333						29,333
Comprehensive income (loss)	29,333						29,333
Ending balance (in shares) at Jun. 27, 2020			91,418,273	0	0
Ending balance at Jun. 27, 2020	$ 833,401		$ 91	$ 0	$ 0	$ 762,883	$ 70,427

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019
Cash flows from operating activities:
Net income (loss)	$ 41,975	$ (6,858)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	23,832	20,936
Amortization of intangible and other assets	3,625	5,069
Amortization of debt issuance costs and bond discounts	1,137	1,515
Debt extinguishment and modification costs	198	5,162
Share-based compensation	30,452	22,961
Provision for accounts receivable	(51)	2,064
Deferred income taxes	(4,783)	(2,787)
Other	1,166	415
Changes in operating assets and liabilities:
Independent operator and other accounts receivable	(7,244)	3,210
Merchandise inventories	(9,854)	(4,410)
Prepaid expenses and other current assets	938	(4,039)
Income and other taxes payable	5,901	(1,460)
Trade accounts payable, accrued compensation and other accrued expenses	(8,367)	(4,145)
Changes in operating lease assets and liabilities, net	11,131	2,085
Net cash provided by operating activities	90,056	39,718
Cash flows from investing activities:
Cash advances to independent operators	(3,000)	(5,673)
Repayments of cash advances from independent operators	3,017	2,026
Purchases of property and equipment	(49,972)	(39,806)
Proceeds from sales of assets	216	611
Intangible assets and licenses	(2,431)	(1,681)
Net cash used in investing activities	(52,170)	(44,523)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts paid	0	407,666
Proceeds from exercise of share-based compensation awards	15,878	314
Proceeds from revolving credit facility loan	90,000	0
Payments related to net settlement of share-based compensation awards	(483)	0
Other direct costs paid related to the initial public offering	0	(4,950)
Principal payments on term loans	(187)	(399,813)
Principal payments on revolving credit facility loan	(90,000)	0
Principal payments on other borrowings	(447)	(450)
Dividends paid	(244)	(337)
Debt issuance costs paid	(701)	(11)
Net cash provided by financing activities	13,816	2,419
Net increase in cash and cash equivalents	51,702	(2,386)
Cash and cash equivalents at beginning of period	28,101	21,063
Cash and cash equivalents at end of period	$ 79,803	$ 18,677

Organization and Summary of Significant Accounting Policies

6 Months Ended

Jun. 27, 2020

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 our wholly owned subsidiaries, 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 June 27, 2020, we had 362 stores in California, Washington, Oregon, Pennsylvania, Idaho and Nevada.

Initial Public Offering — In June 2019, we completed an initial public offering (“IPO”) of 19,765,625 shares of our common stock at a public offering price of $22.00 per share for net proceeds of $407.7 million, after deducting underwriting discounts and commissions of $27.1 million and offering costs of $7.2 million. The shares of common stock sold in the IPO and the net proceeds from the IPO included the full exercise of the underwriters’ option to purchase additional shares.

Our Amended and Restated Certificate of Incorporation (the “Charter”) became effective in connection with the completion of the IPO on June 24, 2019. The Charter, among other things, provided that all of our outstanding shares of nonvoting common stock were automatically converted into shares of voting common stock on a one-for-one basis and that our authorized capital stock consisted of 500,000,000 shares of common stock, and 50,000,000 shares of preferred stock, par value $0.001 per share. Our bylaws were also amended and restated as of June 24, 2019. Additionally, upon the closing of the IPO, we redeemed all of our outstanding preferred stock for a total of $1.00.

On June 24, 2019, we used the net proceeds from the IPO to repay $150.0 million in principal on the outstanding term loan under our second lien credit agreement, dated as of October 22, 2018 (as amended, the “Second Lien Credit Agreement”), as well as accrued and unpaid interest as of that date of $3.6 million, and terminated the Second Lien Credit Agreement. In addition, using the remainder of net proceeds, together with excess cash on hand, we prepaid a portion of our outstanding senior secured term loan under our First Lien Credit Agreement totaling $248.0 million plus accrued interest of $3.8 million. See Note 4 for additional information.

Secondary Public Offerings — On October 8, 2019, certain of our selling stockholders completed a secondary public offering of shares of our common stock. We did not receive any of the proceeds from the sale of these shares by the selling stockholders. We incurred related offering costs of $1.1 million and received $3.2 million in cash (excluding withholding taxes) in connection with the exercise of 451,470 options by certain stockholders participating in this secondary public offering.

On February 3, 2020, certain of our selling stockholders completed an additional secondary public offering of shares of our common stock. We did not receive any of the proceeds from the sale of these shares by the selling stockholders. We incurred related offering costs of $1.1 million which we recognized in selling, general and administrative expenses during the 26 weeks ended June 27, 2020. We received $1.4 million in cash (excluding withholding taxes) in connection with the exercise of 191,470 options by certain stockholders participating in this secondary public offering.

On April 27, 2020, certain of our selling stockholders completed another secondary public offering of shares of our common stock. We did not receive any of the proceeds from the sale of these shares by the selling stockholders. We incurred related offering costs of $1.0 million which we recognized in selling, general and administrative expenses during the 13 and 26 weeks ended June 27, 2020. We received $1.6 million in cash (excluding withholding taxes) in connection with the exercise of 269,000 options by certain stockholders participating in this secondary public offering.

On May 28, 2020, the stockholder affiliated with our former private equity sponsor, Hellman and Friedman LLC, distributed the remainder of its holdings representing 9.6 million shares of our common stock to its equity holders. We did not receive any proceeds or incur any material costs related to this distribution.

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 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 28, 2019 filed with the SEC on March 25, 2020. The condensed consolidated balance sheet as of December 28, 2019 included herein has been derived from those audited consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements include the accounts of Grocery Outlet Holding Corp. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. In the opinion of our management, these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations, cash flows and stockholders' equity for the interim 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. Certain prior period amounts in the condensed consolidated statements of cash flows have been reclassified to conform to the current period presentation. The reclassification of these items had no impact on net income, earnings per share, or retained earnings in the current or prior period.

Use of Estimates — The preparation of 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, and changes in these estimates are recorded when known.

Segment Reporting — We manage our business as one operating segment. All of our sales were made to customers located in the United States and all property and equipment is located in the United States.

Merchandise Inventories — Merchandise inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out 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 on the condensed consolidated balance sheets. Finance leases are included in other assets, current lease liabilities, and long-term lease liabilities on 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. The right-of-use asset is recorded net of lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Amortization of finance lease right-of-use assets, interest expense on finance lease liabilities and operating and financing cash flows for finance leases is immaterial.

We have lease agreements with retail facilities for store locations, distribution centers, office space and equipment with lease and non-lease components, which are accounted for separately. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense for these leases is recognized on a straight-line basis over the lease term. The short-term lease expense is reflective of the short-term lease commitments on a go forward basis. 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 basis as of June 27, 2020 or December 28, 2019. There were no transfers of assets or liabilities between levels within the fair value hierarchy as of June 27, 2020 or December 28, 2019.

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

Cash and cash equivalents, independent operator 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 or their variable interest rates.

Independent operator notes receivable (net) — The carrying value of such financial instruments approximates their fair value.

Notes payable and term loans — The carrying value of such financial instruments generally approximates their fair value since the stated interest rates approximates market rates for loans with similar terms for borrowers with similar credit profiles. However, in accordance with Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments, the fair values of our term loans as of June 27, 2020 and December 28, 2019 are set forth below.

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 (in thousands):


	June 27, 2020						December 28, 2019
	Carrying Amount ⁽¹⁾		Estimated Fair Value ⁽²⁾		Carrying Amount ⁽¹⁾		Estimated Fair Value ⁽²⁾
Financial Liabilities:
Term Loans (Level 2)	$	458,623	$	442,175	$	458,682	$	466,515

_______________________

(1)The carrying amounts as of June 27, 2020 and December 28, 2019 are net of unamortized debt discounts of $1.4 million and $1.5 million, respectively.

(2)The estimated fair value of our term loans was determined based on the average quoted bid-ask prices for the term loans in an over-the-counter market on the last trading day of the periods presented.

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. 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 sales as the products are sold. Discounts provided by independent operators are not recognized as a reduction in sales as these are provided solely by the independent operator 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 performance obligations, or any material costs to obtain or fulfill a contract as of June 27, 2020 and December 28, 2019.

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 $1.8 million as of June 27, 2020 and $2.0 million as of December 28, 2019. Breakage amounts were immaterial for the 13-week periods ended June 27, 2020 and June 29, 2019.

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


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Perishable ⁽¹⁾	$	275,819	$	221,473	$	529,267	$	428,429
Non-perishable ⁽²⁾	527,610		423,816		1,034,470		823,131
Total sales	$	803,429	$	645,289	$	1,563,737	$	1,251,560

_______________________

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

(2) Non-perishable departments include 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 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 it. 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 357, 342 and 324 stores operated by independent operators as of June 27, 2020, December 28, 2019 and June 29, 2019, respectively. We had agreements in place with each independent operator. The independent operator orders its merchandise exclusively from us which is provided to the independent operator on consignment. Under the independent operator agreement, the independent operator may select a majority of merchandise that we consign to the independent operator, which the independent operator chooses from our merchandise order guide according to the independent operator’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The independent operator agreement gives the independent operator 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. Independent operators are required to furnish initial working capital and to acquire certain store and safety assets. The independent operator is required to hire, train and employ a properly trained workforce sufficient in number to enable the independent operator to fulfill its obligations under the independent operator agreement. The independent operator 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 independent operator agreement without cause upon 75 days’ notice.

As consignor of all merchandise to each independent operator, the aggregate net sales proceeds from merchandise sales belongs to us. Sales related to independent operator stores were $788.5 million and $629.7 million for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and $1.53 billion and $1.22 billion for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. We, in turn, pay independent operators a commission based on a share of the gross profit of the store. Inventories and related sales proceeds are our property, and we are responsible for store rent and related occupancy costs. Independent operator commissions were expensed and included in selling, general and administrative expenses. Independent operator commissions were $122.5 million and $95.8 million for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and $236.9 million and $187.0 million for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. Independent operator commissions of $9.4 million and $6.1 million were included in accrued expenses as of June 27, 2020 and December 28, 2019, respectively.

Independent operators may fund their 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 independent operator obligations and performance, the operator agreements grant us the security interests in the assets owned by the independent operator. The total investment at risk associated with each independent operator is not sufficient to permit each independent operator to finance its activities without additional subordinated financial support and, as a result, the independent operators are VIEs which we have variable interests in. To determine if we are the primary beneficiary of these VIEs, we evaluate whether we have (i) the power to direct the activities that most significantly impact the independent operator’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the independent operator that could potentially be significant to the independent operator. Our evaluation includes identification of significant activities and an assessment of its ability to direct those activities.

Activities that most significantly impact the independent operator economic performance relate to sales and labor. Sales activities that significantly impact the independent operators’ economic performance include determining what merchandise the independent operator will order and sell and the price of such merchandise, both of which the independent operator controls. The independent operator is also responsible for all of their own labor. Labor activities that significantly impact the independent operator’s economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the independent operator, activities which the independent operator controls. Accordingly, the independent operator has the power to direct the activities that most significantly impact the independent operator’s economic performance. Furthermore, the mutual termination rights associated with the operator agreements do not give the Company power over the independent operator.

Our maximum exposure to the independent operators is generally limited to the gross operator notes and receivables due from these entities, which was $40.6 million and $37.7 million as of June 27, 2020 and December 28, 2019, respectively. See Note 2 for additional information.

Recently Adopted Accounting Standards

ASU No. 2016-13 — In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13, which was further updated and clarified by the FASB through issuance of additional related ASUs, amends the guidance surrounding measurement and recognition of credit losses on financial assets measured at amortized cost, including trade receivables and debt securities, by requiring recognition of an allowance for credit losses expected to be incurred over an asset’s lifetime based on relevant information about past events, current conditions, and reasonable and supportable forecasts impacting the financial asset's ultimate collectability. This “expected loss” model will likely result in earlier recognition of credit losses than the previous “as incurred” model, under which losses were recognized only upon an occurrence of an event that gave rise to the incurrence of a probable loss. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and is to be adopted on a modified retrospective basis. We adopted ASU 2016-13 on December 29, 2019. The adoption of ASU 2016-13 resulted in a $0.4 million cumulative-effect adjustment to the opening balance of retained earnings. The adoption of the new standard did not have a material impact on our condensed consolidated statements of operations and comprehensive income or condensed consolidated statements of cash flows. See Note 2 for additional information.

ASU No. 2018-15 — In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2019. We adopted ASU 2018-15 on December 29, 2019. The adoption of ASU 2018-15 did not have a material impact on our condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

ASU No. 2019-12 — In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies accounting guidance for certain tax matters including franchise taxes, certain transactions that result in a step-up in tax basis of goodwill, and enacted changes in tax laws in interim periods. In addition, it eliminates a company’s need to evaluate certain exceptions relating to the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We will adopt ASU 2019-12 beginning in the first quarter of fiscal 2021 and are currently evaluating the impact on our condensed consolidated financial statements.

Independent Operator Notes and Receivables

6 Months Ended

Jun. 27, 2020

Receivables [Abstract]

Independent Operator Notes and Receivables

The amounts included in independent operator notes and accounts receivable consist primarily of funds we loaned to independent operators, net of estimated uncollectible amounts. Independent operator notes are payable on demand and typically bear interest at rates between 3.00% and 9.95%. Accrued interest receivable on independent operator 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 $0.4 million and $0.5 million as of June 27, 2020 and December 28, 2019, respectively. There were no independent operator notes that were past due or on a non-accrual status due to delinquency as of June 27, 2020 or December 28, 2019. TCAP notes and receivables, 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.

Independent operator notes and 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 of independent operators with stores that have been open for more than 18 months that are participating in our Temporary Commission Adjustment Program (“TCAP”) as of the end of each reporting period. TCAP allows us to provide a greater commission to participating independent operators who require assistance in meeting their working capital needs for various reasons, such as new or increased competition or differences in independent operator skills and experience. For independent operators participating in TCAP, we lower the interest rate and delay repayment obligations on their outstanding notes.

•Non-TCAP — Includes the notes and receivables of independent operators 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 of independent operators with stores that have been open for less than 18 months as of the end of each reporting period.

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 independent operators and the related allowances as of June 27, 2020 and December 28, 2019 consisted of the following (in thousands):


			Allowance								Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
June 27, 2020
Independent operator notes	$	35,374	$	(579)	$	(8,064)	$	26,731	$	2,071	$	24,660
Independent operator receivables	5,247		(535)		—		4,712		4,712		—
Total	$	40,621	$	(1,114)	$	(8,064)	$	31,443	$	6,783	$	24,660


			Allowance								Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
December 28, 2019
Independent operator notes	$	31,952	$	(678)	$	(9,088)	$	22,186	$	1,855	$	20,331
Independent operator receivables	5,753		(605)		—		5,148		5,148		—
Total	$	37,705	$	(1,283)	$	(9,088)	$	27,334	$	7,003	$	20,331

A summary of activity in the independent operator notes and receivable allowance was as follows (in thousands):


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Beginning balance	$	10,592	$	10,259	$	10,371	$	9,067
Provision for independent operator notes and receivables	(921)		725		(73)		2,208
Cumulative effect of accounting change	—		—		(439)		—
Write-off of provision for independent operator notes and receivables	(493)		(329)		(681)		(620)
Ending Balance	$	9,178	$	10,655	$	9,178	$	10,655

The following table presents the amortized cost basis of independent operator notes by year of origination and credit quality indicator as of June 27, 2020 (in thousands):


Credit Quality Indicator	2020 (YTD)		2019		2018		2017		2016		Prior		Total
TCAP	$	1,052	$	1,369	$	836	$	203	$	290	$	—	$	3,750
Non-TCAP	2,586		6,091		6,774		2,845		1,200		431		19,927
New store	4,776		6,921		—		—		—		—		11,697
Total	$	8,414	$	14,381	$	7,610	$	3,048	$	1,490	$	431	$	35,374

Leases

6 Months Ended

Jun. 27, 2020

Leases [Abstract]

Leases

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 right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the lease commencement date to determine the present value of lease payments. 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.

Leases for 15 of our store locations and one warehouse location are controlled by related parties. As of June 27, 2020, the right-of-use assets and lease liabilities related to these properties were $41.2 million and $45.5 million, respectively. As of June 27, 2020, we had executed leases for 34 store locations that we had not yet taken possession of with total undiscounted future lease payments of $204.0 million over approximately 17 years.

Our lease terms may include options to extend the lease when we are reasonably certain that we will exercise such options. Based upon our initial investment in store leasehold improvements, we utilize an initial reasonably certain lease life of 15 years. Most leases include one or more options to renew, with renewal terms that can extend the lease term from five to 15 years or more. Our leases do not include any material residual value guarantees or material restrictive covenants. We also have non-cancelable subleases with unrelated third parties with future minimum rental receipts as of June 27, 2020 totaling $4.6 million ending in various years through 2028 which have not been deducted from the future minimum lease payments.

The balance sheet classification of our right-of-use lease assets and lease liabilities as of June 27, 2020 was as follows (in thousands):

Leases

Classification

Assets:

Operating lease assets

Operating lease right-of-use assets

784,224

Finance lease assets

Other assets

5,921

Total leased assets

790,145

Liabilities:

Current

Operating

Current lease liabilities

42,546

Finance

Current lease liabilities

837

Noncurrent

Operating

Long-term lease liabilities

818,527

Finance

Long-term lease liabilities

5,173

Total lease liabilities

867,083

The components of lease expense were as follows (in thousands):



		13 Weeks Ended						26 Weeks Ended
Lease Cost	Classification	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Operating lease cost	Selling, general and administrative expenses	$	27,569	$	23,663	$	54,083	$	46,874
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization	227		174		447		347
Interest on leased liabilities	Interest expense, net	76		53		187		124
Sublease income	Other income	(262)		(297)		(556)		(650)
Net lease cost		$	27,610	$	23,593	$	54,161	$	46,695

Short-term lease expense and variable lease payments recorded in operating expenses for the 13 and 26 weeks ended June 27, 2020 and June 29, 2019 were immaterial.

Maturities of lease liabilities as of June 27, 2020 were as follows (in thousands):


	Operating Leases		Finance Leases		Total
Remainder of fiscal 2020	$	51,786	$	586	$	52,372
Fiscal 2021	105,518		1,190		106,708
Fiscal 2022	105,387		1,136		106,523
Fiscal 2023	105,266		1,034		106,300
Fiscal 2024	104,470		969		105,439
Thereafter	839,954		2,543		842,497
Total lease payments	1,312,381		7,458		1,319,839
Less: Imputed interest	(451,308)		(1,448)		(452,756)
Present value of lease liabilities	$	861,073	$	6,010	$	867,083

The weighted-average lease term and discount rate as of June 27, 2020 were as follows:


Weighted-average remaining lease term:
Operating leases	12.2 years
Finance leases	7.2 years
Weighted-average discount rate:
Operating leases	7.19	%
Finance leases	6.14	%

Supplemental cash flow information related to operating leases was as follows (in thousands):


	26 Weeks Ended
	June 27, 2020		June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used by operating leases	$	49,108	$	43,015
Leased assets obtained in exchange for new operating lease liabilities	$	57,627	$	57,020

Leases

The balance sheet classification of our right-of-use lease assets and lease liabilities as of June 27, 2020 was as follows (in thousands):

Leases

Classification

Assets:

Operating lease assets

Operating lease right-of-use assets

784,224

Finance lease assets

Other assets

5,921

Total leased assets

790,145

Liabilities:

Current

Operating

Current lease liabilities

42,546

Finance

Current lease liabilities

837

Noncurrent

Operating

Long-term lease liabilities

818,527

Finance

Long-term lease liabilities

5,173

Total lease liabilities

867,083

The components of lease expense were as follows (in thousands):



		13 Weeks Ended						26 Weeks Ended
Lease Cost	Classification	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Operating lease cost	Selling, general and administrative expenses	$	27,569	$	23,663	$	54,083	$	46,874
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization	227		174		447		347
Interest on leased liabilities	Interest expense, net	76		53		187		124
Sublease income	Other income	(262)		(297)		(556)		(650)
Net lease cost		$	27,610	$	23,593	$	54,161	$	46,695

Short-term lease expense and variable lease payments recorded in operating expenses for the 13 and 26 weeks ended June 27, 2020 and June 29, 2019 were immaterial.

Maturities of lease liabilities as of June 27, 2020 were as follows (in thousands):


	Operating Leases		Finance Leases		Total
Remainder of fiscal 2020	$	51,786	$	586	$	52,372
Fiscal 2021	105,518		1,190		106,708
Fiscal 2022	105,387		1,136		106,523
Fiscal 2023	105,266		1,034		106,300
Fiscal 2024	104,470		969		105,439
Thereafter	839,954		2,543		842,497
Total lease payments	1,312,381		7,458		1,319,839
Less: Imputed interest	(451,308)		(1,448)		(452,756)
Present value of lease liabilities	$	861,073	$	6,010	$	867,083

The weighted-average lease term and discount rate as of June 27, 2020 were as follows:


Weighted-average remaining lease term:
Operating leases	12.2 years
Finance leases	7.2 years
Weighted-average discount rate:
Operating leases	7.19	%
Finance leases	6.14	%

Supplemental cash flow information related to operating leases was as follows (in thousands):


	26 Weeks Ended
	June 27, 2020		June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used by operating leases	$	49,108	$	43,015
Leased assets obtained in exchange for new operating lease liabilities	$	57,627	$	57,020

Long-Term Debt

6 Months Ended

Jun. 27, 2020

Debt Disclosure [Abstract]

Long-Term Debt

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


	June 27, 2020		December 28, 2019
First Lien Credit Agreement:
Term loan	$	460,000	$	460,188

Notes payable	112		246
Long-term debt, gross	460,112		460,434
Less: Unamortized debt discounts and debt issuance costs	(11,952)		(12,445)
Long-term debt, less unamortized debt discounts and debt issuance costs	448,160		447,989
Less: Current portion	(112)		(246)
Long-term debt, net	$	448,048	$	447,743

First Lien Credit Agreement

On October 22, 2018, GOBP Holdings, Inc (“GOBP Holdings”), our wholly owned subsidiary, together with another of our wholly owned subsidiaries, entered into a first lien credit agreement (the “First Lien Credit Agreement”) with a syndicate of lenders for a $725.0 million senior term loan and a revolving credit facility for an amount up to $100.0 million, with a sub-commitment for a $35.0 million letter of credit and a sub-commitment for $20.0 million of swingline loans. Borrowings under the First Lien Credit Agreement are secured by substantially all the assets of the borrower subsidiary and its guarantors. The term loan proceeds were primarily used for retiring our prior first lien credit agreement and paying cash dividends related to our 2018 recapitalization. As of June 27, 2020, we had standby letters of credit outstanding totaling $3.5 million under the First Lien Credit Agreement.

Term Loans

The First Lien Credit Agreement permits voluntary prepayment on borrowings without premium or penalty. In connection with the closing of our IPO, we prepaid $248.0 million of principal and $3.8 million of interest on the outstanding term loan under the First Lien Credit Agreement on June 24, 2019 and elected to apply the prepayment against the remaining principal installments in the direct order of maturity. No further principal payment on the term loan will be due until the maturity date of this term loan. The terms of the First Lien Credit Agreement include mandatory prepayment requirements on the term loan if certain conditions are met (as described in the First Lien Credit Agreement).

First Incremental Agreement — On July 23, 2019, GOBP Holdings together with another of our wholly owned subsidiaries entered into an incremental agreement (the “First Incremental Agreement”) to amend the First Lien Credit Agreement. The First Incremental Agreement refinanced the term loan outstanding under the First Lien Credit Agreement with a replacement $475.2 million senior secured term loan (the “First Replacement Term Loan”) with an applicable margin of 3.50% or 3.25% for Eurodollar loans and 2.50% or 2.25% for base rate loans, in each case depending on the public corporate family rating of GOBP Holdings. The First Replacement Term Loan matured on October 22, 2025, which was the same maturity date as the prior term loan under the First Lien Credit Agreement. We wrote off debt issuance costs of $0.3 million and incurred debt modification costs of $0.2 million during the third quarter of fiscal 2019 in connection with this refinance. On October 23, 2019, we prepaid $15.0 million of principal on the First Replacement Term Loan.

Second Incremental Agreement — On January 24, 2020, GOBP Holdings together with another of our wholly owned subsidiaries, entered into a second incremental agreement (the “Second Incremental Agreement”) which amended the First Incremental Agreement. The Second Incremental Agreement refinanced the First Replacement Term loan under the First Incremental Agreement with a replacement $460.0 million senior secured term loan (the “Second Replacement Term Loan”) with an applicable margin of 2.75% for Eurodollar loans and 1.75% for base rate loans, in each case depending on the public corporate family rating of GOBP Holdings, and made certain other corresponding technical changes and updates to the First Incremental Agreement. The interest rate on the Second Replacement Term Loan was 3.74% as of June 27, 2020. The Second Replacement Term Loan matures on October 22, 2025, which is the same maturity date as prior term loans under the First Lien Credit Agreement and First Incremental Agreement. We wrote off debt issuance costs of $0.1 million and incurred debt modification costs of $0.1 million during the first quarter of fiscal 2020 in connection with this refinance.

Other than as described above, the Second Replacement Term Loan has the same terms as provided under the original First Lien Credit Agreement and the First Incremental Agreement. Additionally, the parties to the Second Incremental Agreement continue to have the same obligations set forth in the original First Lien Credit Agreement and the First Incremental Agreement (collectively, the “First Lien Credit Agreement”).

Revolving Credit Facility

We are required to pay a quarterly commitment fee ranging from 0.25% to 0.50% on the daily unused amount of the commitment under the revolving credit facility based upon the leverage ratio defined in the agreement and certain criteria specified in the agreement. We are also required to pay fronting fees and other customary fees for letters of credit issued under the revolving credit facility. On March 19, 2020, we borrowed $90.0 million under the revolving credit facility of our First Lien Credit Agreement (the “Revolving Credit Facility Loan”), the proceeds of which were to be used as reserve funding for working capital needs as a precautionary measure in light of the economic uncertainty surrounding the COVID-19 pandemic. On May 26, 2020, we repaid the Revolving Credit Facility Loan in full. As of June 27, 2020, we had $96.5 million of borrowing capacity available under the revolving credit facility.

Debt Covenants

The First Lien Credit Agreement contains certain customary representations and warranties, subject to limitations and exceptions, and affirmative and customary covenants. The First Lien Credit Agreement has the ability to restrict us from entering into certain types of transactions and making certain types of payments including dividends and stock repurchase and other similar distributions, with certain exceptions. Additionally, the revolving credit facility under our First Lien Credit Agreement is subject to a first lien secured leverage ratio (as defined in the First Lien Credit Agreement) of 7.00 to 1.00.

As of June 27, 2020, we were in compliance with all applicable financial covenant requirements for our First Lien Credit Agreement.

Schedule of Principal Maturities

Principal maturities of debt as of June 27, 2020 were as follows (in thousands):


Remainder of fiscal 2020	$	112
Fiscal 2021	—
Fiscal 2022	—
Fiscal 2023	—
Fiscal 2024	—
Thereafter	460,000
Total	$	460,112

Interest Expense

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


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Interest on loans	$	4,998	$	15,158	$	10,788	$	31,256
Amortization of debt issuance costs	564		644		1,120		1,295
Interest on finance leases	76		53		187		124
Other	7		—		13		7
Interest income	(375)		(403)		(1,004)		(792)
Interest expense, net	$	5,270	$	15,452	$	11,104	$	31,890

Debt Extinguishment and Modification Costs

Debt extinguishment and modification costs consisted of following (in thousands):


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Write off of debt issuance costs	$	—	$	3,788	$	74	$	3,788
Debt modification costs	—		—		124		—
Write off of loan discounts	—		1,374		—		1,374
Debt extinguishment and modification costs	$	—	$	5,162	$	198	$	5,162

Share-based Awards

6 Months Ended

Jun. 27, 2020

Share-based Payment Arrangement [Abstract]

Share-based Awards

Share-based Incentive Plans

The Globe Holding Corp. 2014 Stock Incentive Plan (the “2014 Plan”) became effective on October 21, 2014. Under the 2014 Plan, we granted stock options and restricted stock units (“RSUs”) to purchase shares of our common stock. Effective as of June 19, 2019, we terminated the 2014 Plan and as a result no further equity awards may be issued under the 2014 Plan. Any outstanding awards granted under the 2014 Plan will remain subject to the terms of the 2014 Plan and the applicable equity award agreements.

On June 4, 2019, our board of directors and stockholders approved the Grocery Outlet Holding Corp. 2019 Incentive Plan (the “2019 Plan”). A total of 4,597,862 shares of common stock were reserved for issuance under the 2019 Plan at that time. In addition, on the first day of each fiscal year beginning in fiscal 2020 and ending in fiscal 2029, the 2019 Plan provides for an annual automatic increase of the shares reserved for issuance in an amount equal to the positive difference between (i) 4% of the outstanding common stock on the last day of the immediately preceding fiscal year and (ii) the plan share reserve on the last day of the immediately preceding fiscal year, or a lesser number as determined by our board of directors. As of June 27, 2020, there were a total of 5,057,940 shares of common stock reserved for issuance under the 2019 Plan, which includes 460,078 shares added effective December 29, 2019 per the above noted automatic increase. As of June 27, 2020, there were 3,082,587 shares available for issuance under the 2019 Plan.

On April 28, 2020, the Compensation Committee approved a long-term incentive program (the “LTIP”) under the 2019 Plan. During the 13 weeks ended June 27, 2020, we granted time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under the LTIP. RSUs granted under the LTIP generally vest over three years. Half of the total PSUs granted under the LTIP will vest upon the achievement of certain revenue-based performance targets (“Tranche I PSUs”) and half will vest upon the achievement of certain adjusted EBITDA-based performance targets (“Tranche II PSUs”) as determined by the Compensation Committee following the last day of the three-year performance period from December 29, 2019 to December 31, 2022. The number of PSUs ultimately earned will equal the number of Tranche I and Tranche II PSUs granted multiplied by the applicable percentage of actual revenue and adjusted-EBITDA performance target levels achieved, and can range from 0% to 200% of the number of PSUs granted based on the following performance target levels and percentages: below minimum (0%); minimum (50%); target (100%); maximum (200%); above maximum (200%). Actual performance target level achievement percentages that fall between the minimum and target performance levels and the target and maximum performance levels will be determined using linear interpolation.

Fair Value Determination

The fair value of stock option, RSU and PSU awards is determined as of the grant date. For time-based stock options, a Black-Scholes valuation model is utilized to estimate the fair value of the awards. For performance-based stock options, a Monte Carlo simulation approach implemented in a risk-neutral framework is utilized to estimate the fair value of the awards. For RSUs and PSUs, the closing price of our common stock as reported on the grant date is utilized to estimate the fair value of the awards.

We determine the input assumptions for the Black-Scholes stock option valuation model as follows:

•Expected term — The expected term represents the period that a stock option award is expected to be outstanding. We have limited historical exercise data from which to derive expected term input assumptions. Consequently, we calculate expected term using the SEC simplified method whereby the expected term of a stock option award is equal to the average of the award's contractual term and vesting term.

•Volatility — We have limited historical data from which to derive stock price volatility input assumptions. Consequently, we estimate stock price volatility for our common stock by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option award. Industry peers consist of several public companies in our industry which are of similar size, complexity and stage of development.

•Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effective on a stock option award's grant date for U.S Treasury securities with maturities that approximate the expected term of the stock option award.

•Dividend yield — Dividend yield is assumed to be zero as we have not paid and do not expect to pay cash dividends on our common shares subsequent to our IPO.

Grant Activity

The following table summarizes our stock option activity under all equity incentive plans during the 26 weeks ended June 27, 2020:


	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 28, 2019	6,243,667	$	10.57	5,777,121	$	4.57
Granted	—	—		—	—
Exercised	(1,433,680)	7.35		(894,946)	$	5.96
Forfeitures	(49,871)	20.55		(13,071)	16.47
Options outstanding as of June 27, 2020	4,760,116	$	11.44	4,869,104	4.29
Options vested and expected to vest as of June 27, 2020	4,760,116	$	11.44	4,869,104	$	4.29
Options exercisable as of June 27, 2020	3,124,297	$	7.31	4,869,104	$	4.29

The following table summarizes our RSU activity under all equity incentive plans during the 26 weeks ended June 27, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 28, 2019	190,872	$	22.89
Granted	265,062	36.91
Vested	(92,986)	21.80
Forfeitures	(8,937)	31.20
Unvested balance as of June 27, 2020	354,011	$	33.47

The following table summarizes our PSU activity under the 2019 Plan during the 26 weeks ended June 27, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 28, 2019	—	$	—
Granted	272,640	36.90
Vested	—	—
Forfeitures	(487)	36.88
Unvested balance as of June 27, 2020	272,153	$	36.90

Share-Based Compensation Expense

We recognize compensation expense for stock options and RSUs 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.

Time-Based Stock Options

We did not record compensation expense for time-based stock options grants prior to the closing of our IPO because such time-based options were subject to a post-termination repurchase right by us until certain contingent events such as involuntary termination, a change in control, or an initial public offering occurred, and such contingent events were not deemed probable during any interim or fiscal period prior to our IPO. As a result of this repurchase right feature, other than in limited circumstances, stock issued upon the exercise of these options could be repurchased at our discretion at the lower of fair value or the applicable exercise price. The repurchase right feature lapsed upon the closing of our IPO on June 24, 2019 (the “IPO closing date”). Subsequent to the IPO closing date, we recognized share-based compensation expense for prior service completed as of the IPO closing date and began recognizing the remaining unamortized share-based compensation expense related to these outstanding time-based stock options over the remaining service period.

During the 13 weeks ended June 27, 2020 and June 29, 2019, we recognized $0.7 million and $22.5 million, respectively, of share-based compensation expense for time-based stock options. During the 26 weeks ended June 27, 2020 and June 29, 2019, we recognized $1.5 million and $22.5 million, respectively, of share-based compensation expense for time-based stock options. Unamortized compensation cost related to unvested time-based stock options was $8.2 million as of June 27, 2020, $7.1 million of which relates to time-based stock options granted at the time of our IPO. The $8.2 million of unamortized compensation cost is expected to be amortized over a weighted average period of approximately 3.00 years.

Performance-Based Stock Options

We did not record compensation expense for performance-based stock options during the 13 and 26 weeks ended June 29, 2019 because the performance criteria of such awards had not been achieved and the ultimate vesting of the awards was not considered probable as of June 29, 2019. On February 3, 2020 and April 27, 2020, certain selling stockholders completed secondary public offerings of shares of our common stock. In conjunction with these secondary offerings, certain performance criteria were achieved resulting in the vesting of 4.1 million and 1.7 million performance-based stock options, respectively, and the recognition of $18.5 million and $7.6 million, respectively, of share-based compensation expense associated with the vesting of these performance-based stock options. As of June 27, 2020, all outstanding performance-based stock options are fully vested and fully expensed.

Time-Based Restricted Stock Units

During the 13 weeks ended June 27, 2020 and June 29, 2019, we recognized $1.3 million and $0.2 million, respectively, of share-based compensation expense for RSUs held by employees and non-employee directors. During the 26 weeks ended June 27, 2020 and June 29, 2019, we recognized $2.2 million and $0.3 million, respectively, of share-based compensation expense for RSUs held by employees and non-employee directors. Unamortized compensation cost related to unvested RSUs was $10.7 million as of June 27, 2020, which is expected to be amortized over a weighted average period of approximately 2.60 years.

Performance-Based Restricted Stock Units

As of June 27, 2020, it was deemed probable that the target level of achievement of the Tranche I and Tranche II PSU performance conditions would be achieved, and accordingly, we recognized $0.5 million of share-based compensation expense for the Tranche I and Tranche II PSUs during the 13 weeks ended June 27, 2020 which represents the expense associated with the expected level of achievement. There were no such amounts recognized in comparable prior year periods. Unamortized compensation cost related to the expected level of achievement of unvested PSUs was $9.6 million as of June 27, 2020, which is expected to be amortized over a weighted average period of approximately 2.50 years.

Dividends

For time-based stock options and RSU share-based awards that were outstanding on the dividend dates of June 23, 2016 and October 22, 2018 and that are expected to vest during fiscal 2020 and beyond, we intend to make dividend payments as these time-based stock options and RSUs vest. Pursuant to the 2014 Plan, if we are unable to make those payments, we may instead elect to reduce the per share exercise price of each such time-based stock option by an amount equal to the dividend amount in lieu of making the applicable dividend payment. As such, our dividends are not considered declared and payable and are not accrued as a liability in our condensed consolidated balance sheets as of June 27, 2020. We paid an immaterial amount of cash dividends on vested time-based stock options and RSUs during the 13 and 26 weeks ended June 27, 2020 and June 29, 2019, respectively, which was included in share-based compensation expense for those respective periods. Unamortized compensation cost related to future dividend payments on unvested time-based stock options and RSU share-based awards was approximately $0.6 million as of June 27, 2020.

Income Taxes

6 Months Ended

Jun. 27, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Our income tax benefit and effective income tax rate were as follows (dollars in thousands):


	13 Weeks Ended									26 Weeks Ended
	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Income tax benefit	$	(2,244)		$	(4,247)		$	(4,045)		$	(2,803)
Effective income tax rate	(8.3)		%	28.5		%	(10.7)		%	29.0		%

The decrease in our effective income tax rate for the 13 and 26 weeks ended June 27, 2020 compared to the corresponding periods in fiscal 2019 was primarily due to excess tax benefits related to the exercise of stock options and vesting of employee restricted stock units. Our effective income tax rate for the 13 and 26 weeks ended June 27, 2020 is lower than the U.S. statutory income tax rate of 21% primarily due to excess tax benefits related to the exercise of stock options and the vesting of employee restricted stock units. Our effective income tax rate for the 13 and 26 weeks ended June 29, 2019 is higher than the U.S. statutory income tax rate of 21% primarily due to state income taxes and permanently nondeductible expenses.

Our policy is to include interest and penalties associated with uncertain tax positions within income tax expense 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 in our condensed consolidated statements of operations and comprehensive income, nor have we accrued for or made payments for interest and penalties. As of June 27, 2020 and December 28, 2019, we had no uncertain tax positions and do not anticipate any changes to our 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 + Details

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 27, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Related Party Leases We leased property from entities affiliated with certain of our non-controlling stockholders for 15 store locations and one warehouse location as of June 27, 2020 and for 16 store locations and one warehouse location as of June 29, 2019. These entities received aggregate lease payments from of us of $1.5 million for each of the 13 weeks ended June 27, 2020 and June 29, 2019, and $3.0 million and $3.1 million for the 26 weeks ended June 27, 2020 and June 29, 2019 , respectively. During April 2020, we entered into an aircraft dry lease agreement (the “aircraft lease”) with an entity controlled by our Chief Executive Officer, Mr. Lindberg, to lease a Pilatus PC-12 aircraft. We believe that this agreement provides us better access to visit our stores, many of which are in remote areas or are not easily accessible by car or regular commercial airline service, and to visit prospective real estate sites. The aircraft lease gives us the ability to use the aircraft in the course of our operations on an as-needed, non-exclusive basis. The aircraft lease provides that we pay an hourly lease rate and we bear all direct operating costs associated with our use of the aircraft, and the lessor bears all fixed costs (e.g. maintenance, hangar, insurance). Mr. Lindberg, to the extent that he operates the aircraft for his personal use, will bear all costs associated with his operation of the aircraft. We believe that the terms of the aircraft lease are no less favorable than could be obtained from an unrelated third party and we believe that the foregoing arrangement, including related direct operating costs, insurance and crew costs, will reduce our average hourly cost for use of private aircraft, which previously had been primarily conducted through charter arrangements. Operating lease costs related to the aircraft lease are included in selling, general and administrative expenses, and were immaterial for the 13 and 26 weeks ended June 27, 2020 and June 29, 2019. Independent Operator Notes and Receivables We offer interest-bearing notes to independent operators and the gross operating notes and receivables due from these entities was $40.6 million and $37.7 million as of June 27, 2020 and December 28, 2019, respectively. See Note 2 for additional information.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 27, 2020
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 do not believe the impact of such litigation will have a material adverse effect on our condensed consolidated financial statements taken as a whole.

Earnings (Loss) Per Share

6 Months Ended

Jun. 27, 2020

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

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


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Numerator
Net income (loss) and comprehensive income (loss)	$	29,333	$	(10,632)	$	41,975	$	(6,858)
Denominator
Weighted-average shares outstanding — basic	90,800		70,475		90,152		69,494
Effect of dilutive stock options	7,729		—		7,103		—
Effect of dilutive RSUs	89		—		78		—
Weighted-average shares outstanding — diluted ⁽¹⁾	98,618		70,475		97,333		69,494
Earnings (loss) per share :
Basic	$	0.32	$	(0.15)	$	0.47	$	(0.10)
Diluted	$	0.30	$	(0.15)	$	0.43	$	(0.10)

_______________________

(1)The diluted weighted-average shares outstanding for the 13 and 26 weeks ended June 29, 2019 did not include performance-based stock options because the requisite performance criteria of such stock options had not been achieved as of that date.

On February 3, 2020, in conjunction with a secondary offering, certain performance criteria were achieved resulting in the vesting of 4.1 million performance-based stock options, and accordingly, these vested performance-based stock options are included in the diluted weighted-average shares outstanding for the 13 and 26 weeks ended June 27, 2020.

On April 27, 2020 in conjunction with an additional secondary offering, certain performance criteria were achieved resulting in the vesting of the remaining 1.7 million unvested performance-based stock options, and accordingly, these vested performance-based stock options are included in the diluted weighted-average shares outstanding for the 13 and 26 weeks ended June 27, 2020. See Note 5 for additional information.

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


	13 Weeks Ended			26 Weeks Ended
	June 27, 2020	June 29, 2019	June 27, 2020	June 29, 2019
Stock options	—	5,935	—	5,838
RSUs	121	79	61	59
Total	121	6,014	61	5,897

Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 27, 2020
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 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 28, 2019 filed with the SEC on March 25, 2020. The condensed consolidated balance sheet as of December 28, 2019 included herein has been derived from those audited consolidated financial statements.
Consolidation	The accompanying unaudited condensed consolidated financial statements include the accounts of Grocery Outlet Holding Corp. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. In the opinion of our management, these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations, cash flows and stockholders' equity for the interim periods presented.
Use of Estimates	The preparation of 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, and changes in these estimates are recorded when known.
Segment Reporting	We manage our business as one operating segment. All of our sales were made to customers located in the United States and all property and equipment is located in the United States.
Merchandise Inventories	Merchandise inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out 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 on the condensed consolidated balance sheets. Finance leases are included in other assets, current lease liabilities, and long-term lease liabilities on 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. The right-of-use asset is recorded net of lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Amortization of finance lease right-of-use assets, interest expense on finance lease liabilities and operating and financing cash flows for finance leases is immaterial.We have lease agreements with retail facilities for store locations, distribution centers, office space and equipment with lease and non-lease components, which are accounted for separately. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense for these leases is recognized on a straight-line basis over the lease term. The short-term lease expense is reflective of the short-term lease commitments on a go forward basis. 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 basis as of June 27, 2020 or December 28, 2019. There were no transfers of assets or liabilities between levels within the fair value hierarchy as of June 27, 2020 or December 28, 2019. Our financial assets and liabilities are carried at cost, which generally approximates their fair value, as described below: Cash and cash equivalents, independent operator 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 or their variable interest rates. Independent operator notes receivable (net) — The carrying value of such financial instruments approximates their fair value. Notes payable and term loans — The carrying value of such financial instruments generally approximates their fair value since the stated interest rates approximates market rates for loans with similar terms for borrowers with similar credit profiles. However, in accordance with Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments, the fair values of our term loans as of June 27, 2020 and December 28, 2019 are set forth below.
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. 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 sales as the products are sold. Discounts provided by independent operators are not recognized as a reduction in sales as these are provided solely by the independent operator 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 performance obligations, or any material costs to obtain or fulfill a contract as of June 27, 2020 and December 28, 2019. 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 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 it. 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 357, 342 and 324 stores operated by independent operators as of June 27, 2020, December 28, 2019 and June 29, 2019, respectively. We had agreements in place with each independent operator. The independent operator orders its merchandise exclusively from us which is provided to the independent operator on consignment. Under the independent operator agreement, the independent operator may select a majority of merchandise that we consign to the independent operator, which the independent operator chooses from our merchandise order guide according to the independent operator’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The independent operator agreement gives the independent operator 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. Independent operators are required to furnish initial working capital and to acquire certain store and safety assets. The independent operator is required to hire, train and employ a properly trained workforce sufficient in number to enable the independent operator to fulfill its obligations under the independent operator agreement. The independent operator 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 independent operator agreement without cause upon 75 days’ notice. As consignor of all merchandise to each independent operator, the aggregate net sales proceeds from merchandise sales belongs to us. Sales related to independent operator stores were $788.5 million and $629.7 million for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and $1.53 billion and $1.22 billion for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. We, in turn, pay independent operators a commission based on a share of the gross profit of the store. Inventories and related sales proceeds are our property, and we are responsible for store rent and related occupancy costs. Independent operator commissions were expensed and included in selling, general and administrative expenses. Independent operator commissions were $122.5 million and $95.8 million for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and $236.9 million and $187.0 million for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. Independent operator commissions of $9.4 million and $6.1 million were included in accrued expenses as of June 27, 2020 and December 28, 2019, respectively. Independent operators may fund their 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 independent operator obligations and performance, the operator agreements grant us the security interests in the assets owned by the independent operator. The total investment at risk associated with each independent operator is not sufficient to permit each independent operator to finance its activities without additional subordinated financial support and, as a result, the independent operators are VIEs which we have variable interests in. To determine if we are the primary beneficiary of these VIEs, we evaluate whether we have (i) the power to direct the activities that most significantly impact the independent operator’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the independent operator that could potentially be significant to the independent operator. Our evaluation includes identification of significant activities and an assessment of its ability to direct those activities. Activities that most significantly impact the independent operator economic performance relate to sales and labor. Sales activities that significantly impact the independent operators’ economic performance include determining what merchandise the independent operator will order and sell and the price of such merchandise, both of which the independent operator controls. The independent operator is also responsible for all of their own labor. Labor activities that significantly impact the independent operator’s economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the independent operator, activities which the independent operator controls. Accordingly, the independent operator has the power to direct the activities that most significantly impact the independent operator’s economic performance. Furthermore, the mutual termination rights associated with the operator agreements do not give the Company power over the independent operator. Our maximum exposure to the independent operators is generally limited to the gross operator notes and receivables due from these entities
Recently Adopted Accounting Standards and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Standards ASU No. 2016-13 — In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13, which was further updated and clarified by the FASB through issuance of additional related ASUs, amends the guidance surrounding measurement and recognition of credit losses on financial assets measured at amortized cost, including trade receivables and debt securities, by requiring recognition of an allowance for credit losses expected to be incurred over an asset’s lifetime based on relevant information about past events, current conditions, and reasonable and supportable forecasts impacting the financial asset's ultimate collectability. This “expected loss” model will likely result in earlier recognition of credit losses than the previous “as incurred” model, under which losses were recognized only upon an occurrence of an event that gave rise to the incurrence of a probable loss. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and is to be adopted on a modified retrospective basis. We adopted ASU 2016-13 on December 29, 2019. The adoption of ASU 2016-13 resulted in a $0.4 million cumulative-effect adjustment to the opening balance of retained earnings. The adoption of the new standard did not have a material impact on our condensed consolidated statements of operations and comprehensive income or condensed consolidated statements of cash flows. See Note 2 for additional information. ASU No. 2018-15 — In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2019. We adopted ASU 2018-15 on December 29, 2019. The adoption of ASU 2018-15 did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements ASU No. 2019-12 — In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies accounting guidance for certain tax matters including franchise taxes, certain transactions that result in a step-up in tax basis of goodwill, and enacted changes in tax laws in interim periods. In addition, it eliminates a company’s need to evaluate certain exceptions relating to the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We will adopt ASU 2019-12 beginning in the first quarter of fiscal 2021 and are currently evaluating the impact on our condensed consolidated financial statements.
Income Tax	Our policy is to include interest and penalties associated with uncertain tax positions within income tax expense 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 in our condensed consolidated statements of operations and comprehensive income, nor have we accrued for or made payments for interest and penalties.

Organization and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 27, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of carrying amount and estimated fair values of financial liabilities


	June 27, 2020						December 28, 2019
	Carrying Amount ⁽¹⁾		Estimated Fair Value ⁽²⁾		Carrying Amount ⁽¹⁾		Estimated Fair Value ⁽²⁾
Financial Liabilities:
Term Loans (Level 2)	$	458,623	$	442,175	$	458,682	$	466,515

_______________________

(1)The carrying amounts as of June 27, 2020 and December 28, 2019 are net of unamortized debt discounts of $1.4 million and $1.5 million, respectively.

Schedule of sales revenue by product

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


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Perishable ⁽¹⁾	$	275,819	$	221,473	$	529,267	$	428,429
Non-perishable ⁽²⁾	527,610		423,816		1,034,470		823,131
Total sales	$	803,429	$	645,289	$	1,563,737	$	1,251,560

_______________________

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

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

Independent Operator Notes and Receivables (Tables)

6 Months Ended

Jun. 27, 2020

Receivables [Abstract]

Schedule of amounts due from independent operators

Amounts due from independent operators and the related allowances as of June 27, 2020 and December 28, 2019 consisted of the following (in thousands):


			Allowance								Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
June 27, 2020
Independent operator notes	$	35,374	$	(579)	$	(8,064)	$	26,731	$	2,071	$	24,660
Independent operator receivables	5,247		(535)		—		4,712		4,712		—
Total	$	40,621	$	(1,114)	$	(8,064)	$	31,443	$	6,783	$	24,660


			Allowance								Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
December 28, 2019
Independent operator notes	$	31,952	$	(678)	$	(9,088)	$	22,186	$	1,855	$	20,331
Independent operator receivables	5,753		(605)		—		5,148		5,148		—
Total	$	37,705	$	(1,283)	$	(9,088)	$	27,334	$	7,003	$	20,331

Schedule of allowance for credit loss activity

A summary of activity in the independent operator notes and receivable allowance was as follows (in thousands):


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Beginning balance	$	10,592	$	10,259	$	10,371	$	9,067
Provision for independent operator notes and receivables	(921)		725		(73)		2,208
Cumulative effect of accounting change	—		—		(439)		—
Write-off of provision for independent operator notes and receivables	(493)		(329)		(681)		(620)
Ending Balance	$	9,178	$	10,655	$	9,178	$	10,655

Schedule of independent operator notes by credit quality indicators and year of origination

The following table presents the amortized cost basis of independent operator notes by year of origination and credit quality indicator as of June 27, 2020 (in thousands):


Credit Quality Indicator	2020 (YTD)		2019		2018		2017		2016		Prior		Total
TCAP	$	1,052	$	1,369	$	836	$	203	$	290	$	—	$	3,750
Non-TCAP	2,586		6,091		6,774		2,845		1,200		431		19,927
New store	4,776		6,921		—		—		—		—		11,697
Total	$	8,414	$	14,381	$	7,610	$	3,048	$	1,490	$	431	$	35,374

Leases (Tables)

6 Months Ended

Jun. 27, 2020

Leases [Abstract]

Schedule of balance sheet classifications

The balance sheet classification of our right-of-use lease assets and lease liabilities as of June 27, 2020 was as follows (in thousands):

Leases

Classification

Assets:

Operating lease assets

Operating lease right-of-use assets

784,224

Finance lease assets

Other assets

5,921

Total leased assets

790,145

Liabilities:

Current

Operating

Current lease liabilities

42,546

Finance

Current lease liabilities

837

Noncurrent

Operating

Long-term lease liabilities

818,527

Finance

Long-term lease liabilities

5,173

Total lease liabilities

867,083

Schedule of lease cost

The components of lease expense were as follows (in thousands):



		13 Weeks Ended						26 Weeks Ended
Lease Cost	Classification	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Operating lease cost	Selling, general and administrative expenses	$	27,569	$	23,663	$	54,083	$	46,874
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization	227		174		447		347
Interest on leased liabilities	Interest expense, net	76		53		187		124
Sublease income	Other income	(262)		(297)		(556)		(650)
Net lease cost		$	27,610	$	23,593	$	54,161	$	46,695

Schedule of undiscounted future lease payments

Maturities of lease liabilities as of June 27, 2020 were as follows (in thousands):


	Operating Leases		Finance Leases		Total
Remainder of fiscal 2020	$	51,786	$	586	$	52,372
Fiscal 2021	105,518		1,190		106,708
Fiscal 2022	105,387		1,136		106,523
Fiscal 2023	105,266		1,034		106,300
Fiscal 2024	104,470		969		105,439
Thereafter	839,954		2,543		842,497
Total lease payments	1,312,381		7,458		1,319,839
Less: Imputed interest	(451,308)		(1,448)		(452,756)
Present value of lease liabilities	$	861,073	$	6,010	$	867,083

Schedule of undiscounted future lease payments

Maturities of lease liabilities as of June 27, 2020 were as follows (in thousands):


	Operating Leases		Finance Leases		Total
Remainder of fiscal 2020	$	51,786	$	586	$	52,372
Fiscal 2021	105,518		1,190		106,708
Fiscal 2022	105,387		1,136		106,523
Fiscal 2023	105,266		1,034		106,300
Fiscal 2024	104,470		969		105,439
Thereafter	839,954		2,543		842,497
Total lease payments	1,312,381		7,458		1,319,839
Less: Imputed interest	(451,308)		(1,448)		(452,756)
Present value of lease liabilities	$	861,073	$	6,010	$	867,083

Schedule of supplemental cash flow information

The weighted-average lease term and discount rate as of June 27, 2020 were as follows:


Weighted-average remaining lease term:
Operating leases	12.2 years
Finance leases	7.2 years
Weighted-average discount rate:
Operating leases	7.19	%
Finance leases	6.14	%

Supplemental cash flow information related to operating leases was as follows (in thousands):


	26 Weeks Ended
	June 27, 2020		June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used by operating leases	$	49,108	$	43,015
Leased assets obtained in exchange for new operating lease liabilities	$	57,627	$	57,020

Long-Term Debt (Tables)

6 Months Ended

Jun. 27, 2020

Debt Disclosure [Abstract]

Schedule of long-term debt

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


	June 27, 2020		December 28, 2019
First Lien Credit Agreement:
Term loan	$	460,000	$	460,188

Notes payable	112		246
Long-term debt, gross	460,112		460,434
Less: Unamortized debt discounts and debt issuance costs	(11,952)		(12,445)
Long-term debt, less unamortized debt discounts and debt issuance costs	448,160		447,989
Less: Current portion	(112)		(246)
Long-term debt, net	$	448,048	$	447,743

Principal maturities of debt

Principal maturities of debt as of June 27, 2020 were as follows (in thousands):


Remainder of fiscal 2020	$	112
Fiscal 2021	—
Fiscal 2022	—
Fiscal 2023	—
Fiscal 2024	—
Thereafter	460,000
Total	$	460,112

Schedule of interest expense, net

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


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Interest on loans	$	4,998	$	15,158	$	10,788	$	31,256
Amortization of debt issuance costs	564		644		1,120		1,295
Interest on finance leases	76		53		187		124
Other	7		—		13		7
Interest income	(375)		(403)		(1,004)		(792)
Interest expense, net	$	5,270	$	15,452	$	11,104	$	31,890

Debt extinguishment and modification cost

Debt extinguishment and modification costs consisted of following (in thousands):


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Write off of debt issuance costs	$	—	$	3,788	$	74	$	3,788
Debt modification costs	—		—		124		—
Write off of loan discounts	—		1,374		—		1,374
Debt extinguishment and modification costs	$	—	$	5,162	$	198	$	5,162

- 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

Share-based Awards (Tables)

6 Months Ended

Jun. 27, 2020

Share-based Payment Arrangement [Abstract]

Schedule of stock option activity

The following table summarizes our stock option activity under all equity incentive plans during the 26 weeks ended June 27, 2020:


	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 28, 2019	6,243,667	$	10.57	5,777,121	$	4.57
Granted	—	—		—	—
Exercised	(1,433,680)	7.35		(894,946)	$	5.96
Forfeitures	(49,871)	20.55		(13,071)	16.47
Options outstanding as of June 27, 2020	4,760,116	$	11.44	4,869,104	4.29
Options vested and expected to vest as of June 27, 2020	4,760,116	$	11.44	4,869,104	$	4.29
Options exercisable as of June 27, 2020	3,124,297	$	7.31	4,869,104	$	4.29

Schedule of RSU activity

The following table summarizes our RSU activity under all equity incentive plans during the 26 weeks ended June 27, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 28, 2019	190,872	$	22.89
Granted	265,062	36.91
Vested	(92,986)	21.80
Forfeitures	(8,937)	31.20
Unvested balance as of June 27, 2020	354,011	$	33.47

Schedule of PSU Activity

The following table summarizes our PSU activity under the 2019 Plan during the 26 weeks ended June 27, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 28, 2019	—	$	—
Granted	272,640	36.90
Vested	—	—
Forfeitures	(487)	36.88
Unvested balance as of June 27, 2020	272,153	$	36.90

Income Taxes (Tables)

6 Months Ended

Jun. 27, 2020

Income Tax Disclosure [Abstract]

Schedule of income tax expense (benefit) and effective tax rate

Our income tax benefit and effective income tax rate were as follows (dollars in thousands):


	13 Weeks Ended									26 Weeks Ended
	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Income tax benefit	$	(2,244)		$	(4,247)		$	(4,045)		$	(2,803)
Effective income tax rate	(8.3)		%	28.5		%	(10.7)		%	29.0		%

Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 27, 2020

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

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


	13 Weeks Ended						26 Weeks Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Numerator
Net income (loss) and comprehensive income (loss)	$	29,333	$	(10,632)	$	41,975	$	(6,858)
Denominator
Weighted-average shares outstanding — basic	90,800		70,475		90,152		69,494
Effect of dilutive stock options	7,729		—		7,103		—
Effect of dilutive RSUs	89		—		78		—
Weighted-average shares outstanding — diluted ⁽¹⁾	98,618		70,475		97,333		69,494
Earnings (loss) per share :
Basic	$	0.32	$	(0.15)	$	0.47	$	(0.10)
Diluted	$	0.30	$	(0.15)	$	0.43	$	(0.10)

_______________________

Schedule of antidilutive securities excluded from computation of earnings per share

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


	13 Weeks Ended			26 Weeks Ended
	June 27, 2020	June 29, 2019	June 27, 2020	June 29, 2019
Stock options	—	5,935	—	5,838
RSUs	121	79	61	59
Total	121	6,014	61	5,897

Organization and Summary of Significant Accounting Policies - Narrative (Details)						1 Months Ended	3 Months Ended		6 Months Ended
	May 28, 2020 shares	Apr. 27, 2020 USD ($) shares	Feb. 03, 2020 USD ($) shares	Oct. 08, 2019 USD ($) shares	Jun. 24, 2019 USD ($) $ / shares shares	Jun. 29, 2019 USD ($) store $ / shares shares	Jun. 27, 2020 USD ($) store $ / shares shares	Jun. 29, 2019 USD ($) store $ / shares	Jun. 27, 2020 USD ($) store $ / shares shares	Jun. 29, 2019 USD ($) store $ / shares	Mar. 28, 2020 USD ($)	Dec. 29, 2019 USD ($)	Dec. 28, 2019 USD ($) store $ / shares shares	Mar. 30, 2019 USD ($)	Dec. 29, 2018 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of stores \| store							362		362
Proceeds from initial public offering, net of underwriting discounts paid									$ 0	$ 407,666,000
Conversion rate					1
Common stock, shares authorized (in shares) \| shares					500,000,000		500,000,000		500,000,000				500,000,000
Preferred stock, shares authorized (in shares) \| shares					50,000,000		50,000,000		50,000,000				50,000,000
Preferred stock, par (in usd per share) \| $ / shares					$ 0.001		$ 0.001		$ 0.001				$ 0.001
Redemption of preferred stock								$ 0
Deferred offering cost		$ 1,000,000.0	$ 1,100,000
Proceeds from stock option exercised		$ 1,600,000	$ 1,400,000
Options exercised (in shares) \| shares		269,000	191,470
Number of reportable segments (in segments) \| store									1
Number of operating segments (in segments) \| store									1
Gift card, redemption period									12 months
Contract with customer, liability							$ 1,800,000		$ 1,800,000				$ 2,000,000.0
Variable interest entity, number of stores \| store						324	357	324	357	324			342
Net sales							$ 803,429,000	$ 645,289,000	$ 1,563,737,000	$ 1,251,560,000
Liabilities							1,490,892,000		$ 1,490,892,000				$ 1,440,145,000
Accounting Standards Update [Extensible List]									us-gaap:AccountingStandardsUpdate201613Member
Effect on stockholder's equity						$ 716,688,000	833,401,000	716,688,000	$ 833,401,000	716,688,000	$ 784,628,000		745,384,000	$ 303,851,000	$ 299,951,000
Hellman and Friedman, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Transfer of common stock holdings to stockholder's equity holders (in shares) \| shares	9,600,000
Variable Interest Entity, Not Primary Beneficiary
Subsidiary, Sale of Stock [Line Items]
Net sales							788,500,000	629,700,000	1,530,000,000	1,220,000,000
Sales commissions and fees							122,500,000	95,800,000	236,900,000	187,000,000.0
Liabilities							9,400,000		9,400,000				6,100,000
Maximum loss exposure							40,600,000		40,600,000				37,700,000
Cumulative Effect, Period of Adoption, Adjustment
Subsidiary, Sale of Stock [Line Items]
Effect on stockholder's equity													439,000		169,000
Accounting Standards Update 2016-13 \| Cumulative Effect, Period of Adoption, Adjustment
Subsidiary, Sale of Stock [Line Items]
Effect on stockholder's equity												$ 400,000
Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Redemption of preferred stock					$ 1.00			0
Effect on stockholder's equity						$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0	$ 0	$ 0
Senior Notes \| Second Lien Credit Agreement
Subsidiary, Sale of Stock [Line Items]
Repayments of long-term debt					150,000,000.0
Debt instrument, periodic payment, interest					3,600,000
Senior Notes \| First Lien Credit Agreement
Subsidiary, Sale of Stock [Line Items]
Repayments of long-term debt					248,000,000.0
Debt instrument, periodic payment, interest					$ 3,800,000
IPO
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock upon initial public offering, net of issuance costs (in shares) \| shares				451,470		19,765,625
Sale of stock (in usd per share) \| $ / shares						$ 22.00		$ 22.00		$ 22.00
Proceeds from initial public offering, net of underwriting discounts paid				$ 3,200,000		$ 407,700,000
Underwriting discounts and commissions						27,100,000
Payments of stock issuance costs				$ 1,100,000		$ 7,200,000

Organization and Summary of Significant Accounting Policies - Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands	Jun. 27, 2020	Dec. 28, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt discount	$ 1,400	$ 1,500
Fair Value, Inputs, Level 2 \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loans (Level 2)	458,623	458,682
Fair Value, Inputs, Level 2 \| Estimated Fair Values
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loans (Level 2)	$ 442,175	$ 466,515

Organization and Summary of Significant Accounting Policies - Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Disaggregation of Revenue [Line Items]
Sales	$ 803,429	$ 645,289	$ 1,563,737	$ 1,251,560
Perishable
Disaggregation of Revenue [Line Items]
Sales	275,819	221,473	529,267	428,429
Non-Perishable
Disaggregation of Revenue [Line Items]
Sales	$ 527,610	$ 423,816	$ 1,034,470	$ 823,131

- 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
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Independent Operator Notes and Receivables - Narrative (Details) - USD ($) $ in Millions	Jun. 27, 2020	Dec. 28, 2019
Financing Receivable, Allowance for Credit Loss [Line Items]
Accrued interest receivable	$ 0.4	$ 0.5
Minimum
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes, stated interest rate	3.00%
Maximum
Financing Receivable, Allowance for Credit Loss [Line Items]
Independent operator notes, stated interest rate	9.95%

Independent Operator Notes and Receivables - Amounts Due From Independent Operators and the Related Allowances and Accruals for Estimated Losses (Details) - USD ($) $ in Thousands	Jun. 27, 2020	Dec. 28, 2019
Financing Receivable, after Allowance for Credit Loss [Abstract]
Gross	$ 35,374	$ 31,952
Allowance, Current Portion	(579)	(678)
Allowance, Long-term Portion	(8,064)	(9,088)
Net	26,731	22,186
Current Portion	2,071	1,855
Long-term Portion	24,660	20,331
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Gross	5,247	5,753
Allowance, Current Portion	(535)	(605)
Allowance, Long-Term Portion	0	0
Net	4,712	5,148
Current Portion	4,712	5,148
Long-term Portion	0	0
Accounts, Notes, Loans and Financing Receivable, Unclassified [Abstract]
Gross	40,621	37,705
Allowance, Current Portion	(1,114)	(1,283)
Allowance, Long-Term Portion	(8,064)	(9,088)
Net	31,443	27,334
Current Portion	6,783	7,003
Long-term Portion	$ 24,660	$ 20,331

Independent Operator Notes and Receivables - Allowance for Credit Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Accounts And Financing Receivable, Allowance For Credit Loss [Roll Forward]
Beginning balance	$ 10,592	$ 10,259	$ 10,371	$ 9,067
Provision for independent operator notes and receivables	(921)	725	(73)	2,208
Cumulative effect of accounting change	0	0	(439)	0
Write-off of provision for independent operator notes and receivables	(493)	(329)	(681)	(620)
Ending Balance	$ 9,178	$ 10,655	$ 9,178	$ 10,655

Independent Operator Notes and Receivables - Credit Quality Indicators (Details) - USD ($) $ in Thousands	Jun. 27, 2020	Dec. 28, 2019
Financing Receivable, Credit Quality Indicator [Line Items]
2020 (YTD)	$ 8,414
2019	14,381
2018	7,610
2017	3,048
2016	1,490
Prior	431
Total	35,374	$ 31,952
TCAP
Financing Receivable, Credit Quality Indicator [Line Items]
2020 (YTD)	1,052
2019	1,369
2018	836
2017	203
2016	290
Prior	0
Total	3,750
Non-TCAP
Financing Receivable, Credit Quality Indicator [Line Items]
2020 (YTD)	2,586
2019	6,091
2018	6,774
2017	2,845
2016	1,200
Prior	431
Total	19,927
New store
Financing Receivable, Credit Quality Indicator [Line Items]
2020 (YTD)	4,776
2019	6,921
2018	0
2017	0
2016	0
Prior	0
Total	$ 11,697

Leases - Narrative (Details) $ in Thousands	6 Months Ended
Leases - Narrative (Details) $ in Thousands	Jun. 27, 2020 renewal_option	Jun. 27, 2020 USD ($)	Jun. 27, 2020 store	Jun. 27, 2020 retail_store_lease	Jun. 27, 2020 warehouse	Dec. 28, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Number of leases \| retail_store_lease				1
Number of stores \| store			362
Operating lease right-of-use assets		$ 784,224				$ 734,327
Operating lease liability		861,073
Leases not yet commenced, total undiscounted future lease payments		204,000
Leases not yet commenced, term of contract	17 years
Operating lease, term of contract	15 years
Operating lease, number of options to renew \| renewal_option	1
Operating sublease, payments due		4,600
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, renewal term	5 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, renewal term	15 years
Related Parties
Lessee, Lease, Description [Line Items]
Number of stores			15		1
Operating lease right-of-use assets		41,200
Operating lease liability		$ 45,500
Number of leases not yet commenced \| retail_store_lease				34

Leases - Balance Sheet Classification of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 27, 2020	Dec. 28, 2019
Assets, Lessee [Abstract]
Operating lease right-of-use assets	$ 784,224	$ 734,327
Finance lease right-of-use asset	5,921
Total leased assets	790,145
Lease, Liability, Current [Abstract]
Operating lease, liability, current	42,546
Finance lease, liability, current	837
Lease, Liability, Noncurrent [Abstract]
Operating lease, liability, noncurrent	818,527
Finance lease, liability, noncurrent	5,173
Total lease liabilities	$ 867,083
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssetsNoncurrent
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	go:LeaseLiabilityCurrent
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	go:LeaseLiabilityCurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	go:LeaseLiabilityNoncurrent
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	go:LeaseLiabilityNoncurrent

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Leases [Abstract]
Operating lease cost	$ 27,569	$ 23,663	$ 54,083	$ 46,874
Finance lease cost:
Amortization of right-of-use assets	227	174	447	347
Interest on leased liabilities	76	53	187	124
Sublease income	(262)	(297)	(556)	(650)
Net lease cost	$ 27,610	$ 23,593	$ 54,161	$ 46,695

Leases - Maturity of Lease Liabilities (Details) $ in Thousands	Jun. 27, 2020 USD ($)
Operating Leases
Remainder of fiscal 2020	$ 51,786
2021	105,518
2022	105,387
2023	105,266
2024	104,470
Thereafter	839,954
Total lease payments	1,312,381
Less: Imputed interest	(451,308)
Present value of lease liabilities	861,073
Finance Leases
Remainder of fiscal 2020	586
2021	1,190
2022	1,136
2023	1,034
2024	969
Thereafter	2,543
Total lease payments	7,458
Less: Imputed interest	(1,448)
Present value of lease liabilities	6,010
Total
Remainder of fiscal 2020	52,372
2021	106,708
2022	106,523
2023	106,300
2024	105,439
Thereafter	842,497
Total lease payments	1,319,839
Less: Imputed interest	(452,756)
Present value of lease liabilities	$ 867,083

Leases - Lease Term and Discount Rate (Details)	Jun. 27, 2020
Weighted-average remaining lease term:
Operating leases	12 years 2 months 12 days
Finance leases	7 years 2 months 12 days
Weighted-average discount rate:
Operating leases	7.19%
Finance leases	6.14%

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019
Leases [Abstract]
Operating cash flows used by operating leases	$ 49,108	$ 43,015
Leased assets obtained in exchange for new operating lease liabilities	$ 57,627	$ 57,020

Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 27, 2020	Dec. 28, 2019
Debt Instrument [Line Items]
Long-term debt, gross	$ 460,112	$ 460,434
Less: Unamortized debt discounts and debt issuance costs	(11,952)	(12,445)
Long-term debt, less unamortized debt discounts and debt issuance costs	448,160	447,989
Less: Current portion	(112)	(246)
Long-term debt, net	448,048	447,743
Senior Notes \| First Lien Credit Agreement
Debt Instrument [Line Items]
Long-term debt, gross	460,000	460,188
Notes payable
Debt Instrument [Line Items]
Long-term debt, gross	$ 112	$ 246

Long-Term Debt - Narrative (Details) - USD ($)						3 Months Ended				6 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	Mar. 19, 2020	Jan. 24, 2020	Oct. 23, 2019	Jul. 23, 2019	Jun. 24, 2019	Jun. 27, 2020	Mar. 28, 2020	Dec. 28, 2019	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019	Oct. 22, 2018
Debt Instrument [Line Items]
Write off of debt issuance costs						$ 0		$ 300,000	$ 3,788,000	$ 74,000	$ 3,788,000
Debt modification costs						0		$ 200,000	$ 0	124,000	$ 0
First Lien Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity												$ 100,000,000.0
Proceeds from line of credit	$ 90,000,000.0
Remaining borrowing capacity						$ 96,500,000				$ 96,500,000
Secured leverage ratio						7.00				7.00
First Lien Credit Agreement \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage										0.25%
First Lien Credit Agreement \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage										0.50%
First Lien Credit Agreement \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity												35,000,000.0
Letters of credit outstanding						$ 3,500,000				$ 3,500,000
First Lien Credit Agreement \| Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity												20,000,000.0
Senior Notes \| First Lien Credit Agreement
Debt Instrument [Line Items]
Debt instrument, face amount												$ 725,000,000.0
Repayments of long-term debt					$ 248,000,000.0
Debt instrument, periodic payment, interest					$ 3,800,000
Senior Notes \| Term Loan Maturing October 22, 2025
Debt Instrument [Line Items]
Debt instrument, face amount				$ 475,200,000
Repayments of long-term debt			$ 15,000,000.0
Effective interest rate						3.74%				3.74%
Senior Notes \| Term Loan Maturing October 22, 2025 \| Minimum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate				3.50%
Senior Notes \| Term Loan Maturing October 22, 2025 \| Minimum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate				2.50%
Senior Notes \| Term Loan Maturing October 22, 2025 \| Maximum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate				3.25%
Senior Notes \| Term Loan Maturing October 22, 2025 \| Maximum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate				2.25%
Senior Notes \| Second Replacement Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount		$ 460,000,000.0
Write off of debt issuance costs							$ 100,000
Debt modification costs							$ 100,000
Senior Notes \| Second Replacement Term Loan \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate		2.75%
Senior Notes \| Second Replacement Term Loan \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.75%

Long-Term Debt - Schedule of Principal Maturities (Details) $ in Thousands	Jun. 27, 2020 USD ($)
Debt Disclosure [Abstract]
Remainder of fiscal 2020	$ 112
Fiscal 2021	0
Fiscal 2022	0
Fiscal 2023	0
Fiscal 2024	0
Thereafter	460,000
Total	$ 460,112

Long-Term Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Debt Disclosure [Abstract]
Interest on loans	$ 4,998	$ 15,158	$ 10,788	$ 31,256
Amortization of debt issuance costs	564	644	1,120	1,295
Interest on finance leases	76	53	187	124
Other	7	0	13	7
Interest income	(375)	(403)	(1,004)	(792)
Interest expense, net	$ 5,270	$ 15,452	$ 11,104	$ 31,890

Long-Term Debt - Debt Extinguishment and Modification Costs (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 27, 2020	Dec. 28, 2019	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Debt Disclosure [Abstract]
Write off of debt issuance costs	$ 0	$ 300	$ 3,788	$ 74	$ 3,788
Debt modification costs	0	$ 200	0	124	0
Write off of loan discounts	0		1,374	0	1,374
Debt extinguishment and modification costs	$ 0		$ 5,162	$ 198	$ 5,162

Share-based Awards - Narrative (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Apr. 27, 2020	Feb. 03, 2020	Jun. 04, 2019	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares available for issuance (in shares)						460,078
Share-based compensation				$ 10,175	$ 22,750	$ 30,452	$ 22,961
Time-Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation				700	22,500	1,500	22,500
Unamortized compensation cost				8,200		$ 8,200
Unamortized compensation cost, weighted average period						3 years
Time-Based Stock Options \| IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized compensation cost				7,100		$ 7,100
Share-Based Payment Arrangement, Performance-Based Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	$ 7,600	$ 18,500
Number of shares vested (in shares)	1,700,000	4,100,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						3 years
Share-based compensation				1,300	$ 200	$ 2,200	$ 300
Unamortized compensation cost				10,700		$ 10,700
Unamortized compensation cost, weighted average period						2 years 7 months 6 days
Time Based Stock Options and Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized compensation cost				600		$ 600
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						3 years
Share-based compensation				500
Unamortized compensation cost				$ 9,600		$ 9,600
Unamortized compensation cost, weighted average period						2 years 6 months
Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages						0.00%
Performance Shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages						200.00%
Performance Shares \| Below Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages						0.00%
Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages						50.00%
Performance Shares \| Target
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages						100.00%
Performance Shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages						200.00%
Performance Shares \| Above Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages						200.00%
Performance Shares \| Tranche I PSU's
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (in percent)						50.00%
Performance Shares \| Tranche II PSU's
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (in percent)						50.00%
2019 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)			4,597,862
Additional share authorized, percent of common stock outstanding (in percent)			4.00%
Share of common stock reserved for issuance (in shares)				5,057,940		5,057,940
Aggregate shares reserved for issuance (in shares)				3,082,587		3,082,587

Share-based Awards - Summary of Stock Option Activity (Details) - $ / shares			6 Months Ended
	Apr. 27, 2020	Feb. 03, 2020	Jun. 27, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Exercised (in shares)	(269,000)	(191,470)
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)			6,243,667
Granted (in shares)			0
Exercised (in shares)			(1,433,680)
Forfeitures (in shares)			(49,871)
Options outstanding, ending balance (in shares)			4,760,116
Options vested and expected to vest (in shares)			4,760,116
Options exercisable (in shares)			3,124,297
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)			$ 10.57
Granted (in usd per share)			0
Exercised (in usd per share)			7.35
Forfeitures (in usd per share)			20.55
Weighted-average exercise price, ending balance (in usd per share)			11.44
Options vested and expected to vest (in shares)			11.44
Options exercisable (in shares)			$ 7.31
Share-Based Payment Arrangement, Performance-Based Option
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Options outstanding, beginning balance (in shares)			5,777,121
Granted (in shares)			0
Exercised (in shares)			(894,946)
Forfeitures (in shares)			(13,071)
Options outstanding, ending balance (in shares)	1,700,000		4,869,104
Options vested and expected to vest (in shares)			4,869,104
Options exercisable (in shares)			4,869,104
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)			$ 4.57
Granted (in usd per share)			0
Exercised (in usd per share)			5.96
Forfeitures (in usd per share)			16.47
Weighted-average exercise price, ending balance (in usd per share)			4.29
Options vested and expected to vest (in shares)			4.29
Options exercisable (in shares)			$ 4.29
Number of shares vested (in shares)	1,700,000	4,100,000

Share-based Awards - Summary of RSU and PSU Activity (Details)	6 Months Ended
	Jun. 27, 2020 $ / shares shares
Restricted Stock Units (RSUs)
Number of Shares
Nonvested, beginning balance (in shares) \| shares	190,872
Granted (in shares) \| shares	265,062
Vested (in shares) \| shares	(92,986)
Forfeitures (in shares) \| shares	(8,937)
Nonvested, ending balance (in shares) \| shares	354,011
Weighted-Average Grant Date Fair Value
Nonvested, beginning balance (in usd per share) \| $ / shares	$ 22.89
Granted (in usd per share) \| $ / shares	36.91
Vested (in usd per share) \| $ / shares	21.80
Forfeitures (in usd per share) \| $ / shares	31.20
Nonvested, ending balance (in usd per share) \| $ / shares	$ 33.47
Performance Shares
Number of Shares
Nonvested, beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	272,640
Vested (in shares) \| shares	0
Forfeitures (in shares) \| shares	(487)
Nonvested, ending balance (in shares) \| shares	272,153
Weighted-Average Grant Date Fair Value
Nonvested, beginning balance (in usd per share) \| $ / shares	$ 0
Granted (in usd per share) \| $ / shares	36.90
Vested (in usd per share) \| $ / shares	0
Forfeitures (in usd per share) \| $ / shares	36.88
Nonvested, ending balance (in usd per share) \| $ / shares	$ 36.90

Income Taxes - Income Tax Expense (Benefit) and Effective Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Income Tax Disclosure [Abstract]
Income tax benefit	$ (2,244)	$ (4,247)	$ (4,045)	$ (2,803)
Effective income tax rate	(8.30%)	28.50%	(10.70%)	29.00%

- Definition

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

+ References + Details

Related Party Transactions (Details) $ in Thousands	3 Months Ended		6 Months Ended
Related Party Transactions (Details) $ in Thousands	Jun. 27, 2020 USD ($)	Jun. 29, 2019 USD ($) store	Jun. 27, 2020 USD ($)	Jun. 29, 2019 USD ($) store	Jun. 27, 2020 store	Jun. 27, 2020 warehouse	Dec. 28, 2019 USD ($)	Jun. 29, 2019 warehouse
Related Party Transaction [Line Items]
Number of stores \| store					362
Accounts and financing receivable, before allowance for credit loss	$ 40,621		$ 40,621				$ 37,705
Affiliated Entity
Related Party Transaction [Line Items]
Number of stores		16		16	15	1		1
Family Member Of Employee
Related Party Transaction [Line Items]
Independent operator commissions	$ 1,500	$ 1,500	$ 3,000	$ 3,100

Earnings (Loss) Per Share - Earnings Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended				6 Months Ended
	Apr. 27, 2020	Feb. 03, 2020	Jun. 27, 2020	Mar. 28, 2020	Jun. 29, 2019	Mar. 30, 2019	Jun. 27, 2020	Jun. 29, 2019	Dec. 28, 2019
Numerator
Net income (loss)			$ 29,333	$ 12,642	$ (10,632)	$ 3,774	$ 41,975	$ (6,858)
Comprehensive income (loss)			$ 29,333	12,642	$ (10,632)	3,774	$ 41,975	$ (6,858)
Denominator
Weighted-average shares of common stock - basic (in shares)			90,800,000		70,475,000		90,152,000	69,494,000
Effect of dilutive RSUs (in shares)			7,729,000		0		7,103,000	0
Effect of dilutive options (in shares)			89,000		0		78,000	0
Weighted average shares of common stock - diluted (in shares)			98,618,000		70,475,000		97,333,000	69,494,000
Earnings (loss) per share :
Basic (in usd per share)			$ 0.32		$ (0.15)		$ 0.47	$ (0.10)
Diluted (in usd per share)			$ 0.30		$ (0.15)		$ 0.43	$ (0.10)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net income (loss)			$ 29,333	$ 12,642	$ (10,632)	$ 3,774	$ 41,975	$ (6,858)
Share-Based Payment Arrangement, Performance-Based Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested (in shares)	1,700,000	4,100,000
Options, nonvested (in shares)	1,700,000		4,869,104				4,869,104		5,777,121

Earnings (Loss) Per Share - Anti-dilutive Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Earnings (Net Loss) Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 27, 2020	Jun. 29, 2019	Jun. 27, 2020	Jun. 29, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	121	6,014	61	5,897
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	5,935	0	5,838
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	121	79	61	59