0001771515-21-000009 | 10-K | XBRL Viewer | Grocery Outlet Holding Corp

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Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Jan. 02, 2021	Feb. 25, 2021	Jun. 27, 2020
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jan. 02, 2021
Current Fiscal Year End Date	--01-02
Document Transition Report	false
Entity File Number	001-38950
Entity Registrant Name	Grocery Outlet Holding Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-1874201
Entity Address, Address Line One	5650 Hollis Street
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	510
Local Phone Number	845-1999
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Public Float			$ 3,300.0
Entity Shell Company	false
ICFR Auditor Attestation Flag	true
Entity Common Stock, Shares Outstanding		95,249,689
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13, and 14) is hereby incorporated by reference to portions of the registrant's Proxy Statement for the Annual Meeting of Stockholders to be held in 2021. The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission no later than 120 days after the end of the registrant's fiscal year ended January 2, 2021.
Entity Central Index Key	0001771515
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Assets, Current [Abstract]
Cash and cash equivalents	$ 105,326	$ 28,101
Independent operator receivables and current portion of independent operator notes, net of allowance $985 and $1,283	5,443	7,003
Other accounts receivable, net of allowance $39 and $19	5,950	2,849
Merchandise inventories	245,157	219,420
Prepaid expenses and other current assets	20,081	13,453
Total current assets	381,957	270,826
Independent operator notes, net of allowance $7,124 and $9,088	27,440	20,331
Property and equipment, net	433,652	356,614
Operating lease right-of-use assets	835,397	734,327
Intangible assets, net	48,226	47,792
Goodwill	747,943	747,943
Deferred income tax assets, net	3,529	0
Other assets	7,480	7,696
Total assets	2,485,624	2,185,529
Current liabilities:
Trade accounts payable	114,278	119,217
Accrued expenses	35,699	31,363
Accrued compensation	26,447	14,915
Current portion of long-term debt	0	246
Current lease liabilities	48,675	38,245
Income and other taxes payable	7,547	4,641
Total current liabilities	232,646	208,627
Liabilities, Noncurrent [Abstract]
Long-term debt, net	449,233	447,743
Deferred income tax liabilities, net	0	16,020
Long-term lease liabilities	881,438	767,755
Total liabilities	1,563,317	1,440,145
Commitments and contingencies
Stockholders’ equity:
Common stock - par value $0.001, voting and nonvoting common stock	95	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	787,047	717,282
Retained earnings	135,165	28,013
Total stockholders’ equity	922,307	745,384
Total liabilities and stockholders’ equity	$ 2,485,624	$ 2,185,529

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Statement of Financial Position [Abstract]
Accounts and financing receivable, allowance for credit loss, current	$ 985	$ 1,283
Allowance for doubtful other receivables, current	39	19
Financing receivable, allowance for credit loss, noncurrent	$ 7,124	$ 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)	94,854,336	89,005,062
Common stock, outstanding (in shares)	94,854,336	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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Statement of Comprehensive Income [Abstract]
Net sales	$ 3,134,640	$ 2,559,617	$ 2,287,660
Cost of sales	2,161,293	1,772,515	1,592,263
Gross profit	973,347	787,102	695,397
Operating expenses:
Selling, general and administrative	772,409	639,437	557,100
Depreciation and amortization	55,479	47,883	45,421
Share-based compensation	38,084	31,439	10,409
Total operating expenses	865,972	718,759	612,930
Income from operations	107,375	68,343	82,467
Other expenses:
Interest expense, net	20,043	45,927	55,362
Debt extinguishment and modification costs	198	5,634	5,253
Total other expenses	20,241	51,561	60,615
Income before income taxes	87,134	16,782	21,852
Income tax expense (benefit)	(19,579)	1,363	5,984
Net income and comprehensive income	106,713	15,419	15,868
Comprehensive income (loss)	$ 106,713	$ 15,419	$ 15,868
Basic earnings per share (in usd per share)	$ 1.16	$ 0.20	$ 0.24
Diluted earnings per share (in usd per share)	$ 1.08	$ 0.19	$ 0.23
Weighted average shares outstanding:
Basic (in shares)	91,818	79,044	68,473
Diluted (in shares)	98,452	81,863	68,546

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. 30, 2017			67,381,104	1,038,413	1
Beginning balance at Dec. 30, 2017	$ 427,133		$ 67	$ 1	$ 0	$ 403,289	$ 23,776
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares (in shares)			54,184	2,946
Issuance of shares	29		$ 0	$ 0		29
Repurchase of shares (in shares)				(2,946)
Repurchase of shares	(34)			$ 0		(34)
Share-based compensation expense	10,409					10,409
Dividends paid	(153,587)					(126,236)	(27,351)
Net income (loss)	15,868						15,868
Comprehensive income (loss)	15,868						15,868
Ending balance (in shares) at Dec. 29, 2018			67,435,288	1,038,413	1
Ending balance at Dec. 29, 2018	299,951	$ 168	$ 67	$ 1	$ 0	287,457	12,426	$ 168
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares (in shares)			19,765,625
Issuance of shares	407,666		$ 20			407,646
Other direct initial public offering costs	(7,245)					(7,245)
Conversion of non-voting to voting common stock (in shares)			1,068,413	(1,068,413)
Conversion of nonvoting to voting common shares			$ 1	$ (1)
Redemption of preferred stock (in shares)					(1)
Redemption of preferred shares					$ 0
Exercise and vest of share-based awards (in shares)			735,736	30,000
Exercise and vest of share-based awards	4,444		$ 1			4,443
Tax paid on behalf of employees related to net settlement of share-based awards	(2,813)					(2,813)
Share-based compensation expense	31,439					31,439
Dividends paid	(3,645)					(3,645)
Net income (loss)	15,419						15,419
Comprehensive income (loss)	15,419						15,419
Ending balance (in shares) at Dec. 28, 2019			89,005,062	0	0
Ending 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)			5,849,274
Exercise and vest of share-based awards	32,604		$ 6			32,598
Tax paid on behalf of employees related to net settlement of share-based awards	(483)					(483)
Share-based compensation expense	38,084					38,084
Dividends paid	(434)					(434)
Net income (loss)	106,713						106,713
Comprehensive income (loss)	106,713						106,713
Ending balance (in shares) at Jan. 02, 2021			94,854,336	0	0
Ending balance at Jan. 02, 2021	$ 922,307		$ 95	$ 0	$ 0	$ 787,047	$ 135,165

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Cash flows from operating activities:
Net income (loss)	$ 106,713	$ 15,419	$ 15,868
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	50,749	42,906	37,052
Amortization of intangible and other assets	7,302	7,237	10,005
Amortization of debt issuance costs and bond discounts	2,452	2,542	4,108
Debt extinguishment and modification costs	198	5,634	5,253
Share-based compensation	38,084	31,439	10,409
Provision for accounts receivable	(456)	2,575	749
Deferred income taxes	(19,578)	872	5,831
Other	1,954	1,955	1,306
Changes in operating assets and liabilities:
Independent operator and other accounts receivable	(4,943)	(3,649)	(642)
Merchandise inventories	(25,737)	(21,115)	(15,292)
Prepaid expenses and other current assets	(6,628)	498	(1,543)
Income and other taxes payable	2,906	1,191	159
Trade accounts payable, accrued compensation and other accrued expenses	4,778	22,599	16,315
Deferred rent	0	0	16,233
Proceeds from insurance recoveries	479	0	0
Changes in operating lease assets and liabilities, net	22,964	22,732	0
Net cash provided by operating activities	181,237	132,835	105,811
Cash flows from investing activities:
Advances to independent operators	(10,372)	(12,811)	(10,456)
Repayments of advances from independent operators	6,793	4,473	3,749
Purchases of property and equipment	(124,920)	(97,194)	(64,762)
Proceeds from sales of assets	269	586	1,092
Intangible assets and licenses	(5,861)	(3,073)	(3,173)
Proceeds from insurance recoveries	305	0	0
Net cash provided by (used in) investing activities	(133,786)	(108,019)	(73,550)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts paid	0	407,666	0
Proceeds from exercise of share-based compensation awards	32,604	4,444	29
Proceeds from term loans	0	0	871,688
Proceeds from revolving credit facility loan	90,000	0	0
Principal payments on revolving credit facility loan	(90,000)	0	0
Payments made for net settlement of employee share-based awards	(483)	(2,813)	(34)
Other direct costs paid related to the initial public offering	0	(7,062)	0
Principal payments on term loans	(188)	(414,813)	(725,010)
Principal payments on other borrowings	(1,024)	(865)	(94)
Dividends paid	(434)	(3,645)	(153,587)
Debt issuance costs paid	(701)	(690)	(9,991)
Net cash provided by (used in) financing activities	29,774	(17,778)	(16,999)
Net increase in cash and cash equivalents	77,225	7,038	15,262
Cash and cash equivalents - Beginning of the period	28,101	21,063	5,801
Cash and cash equivalents at end of period	105,326	28,101	21,063
Supplemental disclosure of cash flow information:
Cash paid for interest	20,311	49,372	47,305
Income taxes paid (refunded) in cash	5,186	(65)	289
Property and equipment accrued at end of period	$ 15,604	$ 10,498	$ 7,851

Organization and Summary of Significant Accounting Policies

12 Months Ended

Jan. 02, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Account Policies

Organization and Summary of Significant Accounting Policies

Description of Business — Based in Emeryville, California, and incorporated in Delaware in 2014, Grocery Outlet Holding Corp. (together with its wholly owned 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 January 2, 2021, we had 380 stores throughout California, Washington, Oregon, Pennsylvania, Idaho and Nevada.

Grocery Outlet Holding Corp. (the “Parent Company”) owns 100% of Globe Intermediate Corp. (“Intermediate”), which owns 100% of GOBP Holdings, Inc. (“GOBP Holdings”), which owns 100% of GOBP Midco, Inc. (“Midco”), which owns 100% of Grocery Outlet Inc. (“GOI”).

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. We also incurred offering costs payable by us 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 an aggregate 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 (as defined below) totaling $248.0 million plus accrued interest of $3.8 million. On October 23, 2019, we prepaid an additional $15.0 million of principal on the senior secured term loan under the First Lien Credit Agreement.

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 offering costs of $1.1 million, which are included in selling, general and administrative expenses (“SG&A“) for fiscal 2019, 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 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 offering costs of $1.1 million, which were recognized in SG&A expenses during fiscal 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 SG&A expenses during fiscal 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 (the "H&F Investor"), 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.

Forward Stock Split — All share amounts and per share disclosures for all periods presented reflect a 1.403 for 1 forward stock split effected on June 6, 2019.

Fiscal Year — We operate on a fiscal year that ends on the Saturday closest to December 31st each year. The fiscal year ended January 2, 2021 contained 53 weeks while each of the fiscal years ended December 28, 2019 and December 29, 2018 contained 52 weeks.

Basis of Presentation — The accompanying 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"). Our consolidated financial statements include the accounts of Grocery Outlet Holding Corp. and its wholly owned subsidiaries. All intercompany balances and transactions were eliminated. In the opinion of management, these consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the 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. 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.

Cash and Cash Equivalents — We consider all highly liquid investments, purchased with original maturities of three months or less, to be cash equivalents. All cash equivalents are unrestricted and available for immediate use.

Allowance for Independent Operator (“IO”) Receivables and Notes and Other Accounts Receivable — We maintain allowances and accruals for estimated losses of amounts advanced to IOs and other third parties determined to be uncollectible. See NOTE 2—Independent Operator Notes and Receivables, for additional information.

Concentrations of Credit Risk — Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts and notes receivable. Although we deposit our cash with creditworthy financial institutions, our deposits typically exceed federally insured limits. To date, we have not experienced any losses on our cash deposits. No single customer or store represented more than 10% of net sales for the years ended January 2, 2021, December 28, 2019 and December 29, 2018. No single customer or IO represented more than 10% of accounts receivable or notes receivable as of January 2, 2021 and December 28, 2019.

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

Property and Equipment — Property and equipment is stated at cost less accumulated depreciation and includes expenditures for significant improvements to leased premises. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, generally ranging from three to 15 years. Amortization of leasehold improvements is calculated based on the shorter of their estimated useful life or the remaining terms of the lease. Remaining lease terms currently range from one to 19 years.

We evaluate events and changes in circumstances that could indicate carrying amounts of long-lived assets, including property and equipment, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted future cash flows derived from their use and eventual disposition. For purposes of this assessment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, primarily at an individual store level. If the sum of the undiscounted future cash flows is less than the carrying amount of an asset, we record an impairment loss for the amount by which the carrying amount of the asset exceeds its fair value. The estimated fair value of the asset or asset group is based on the estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. There were no adjustments to the carrying value of long-lived assets due to impairment charges during fiscal 2020. We recorded impairment charges of $0.5 million and $0.6 million during fiscal 2019 and 2018, respectively. See NOTE 3—Property and Equipment, for additional information.

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 our consolidated balance sheets. Finance leases are included in other assets, current lease liabilities, and long-term lease liabilities on our 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. 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 are 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.

Goodwill and Other Intangible Assets — We have both goodwill and intangible assets recorded on our consolidated balance sheets.

Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized, but rather is subject to an annual impairment evaluation which is performed during our fourth quarter or when events or changes in circumstances indicate that the value of goodwill may be impaired. Our impairment evaluation of goodwill consists of an initial qualitative assessment of our reporting unit to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying value. If it is concluded that this is the case, a quantitative evaluation, based on discounted cash flows, is performed which requires us to estimate future cash flows, growth rates and economic and market conditions. If the quantitative evaluation indicates that goodwill is not recoverable, an impairment loss is calculated and recognized during that period. Measurement of such an impairment loss would be based on the excess of the carrying amount over fair value. There were no goodwill impairment charges recorded during the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018. There were no changes in the carrying amount of goodwill for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018.

Intangible assets include trademarks, computer software, and liquor licenses. Trademarks represent the value of all our trademarks and trade names in the marketplace. We are amortizing the value assigned to the trade names on a straight-line basis over 15 years. Computer software includes both acquired software and eligible costs to develop internal-use software that are incurred during the application development stage. These assets are amortized over their estimated useful lives of 3 years. Liquor license assets have been classified as indefinite-lived intangible assets and accordingly, are not subject to amortization. We review our intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of the intangible assets are not recoverable, the impairment is measured as the amount by which the carrying value of the intangible asset exceeds its fair value. There were no impairments of intangible assets recognized during the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018.

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 January 2, 2021 or December 28, 2019. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. See NOTE 3—Property and Equipment and NOTE 5—Goodwill and Intangible Assets, for additional information. There were no transfers of assets or liabilities between levels within the fair value hierarchy as of January 2, 2021 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, IO receivables, other accounts receivable and accounts payable — The carrying value of such financial instruments approximates their fair value due to factors such as their short-term nature or their variable interest rates.

IO 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 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 January 2, 2021 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 consolidated balance sheets (amounts in thousands):


	January 2, 2021				December 28, 2019
	Carrying Amount (1)		Estimated Fair Value (2)		Carrying Amount (1)		Estimated Fair Value (2)
Financial Liabilities:
Term loans (Level 2)	$	458,757	$	460,000	$	458,682	$	466,515

_______________________

(1)The carrying amounts as of January 2, 2021 and December 28, 2019 are net of unamortized debt discounts of $1.2 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 fiscal 2020 and 2019.

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 IOs are not recognized as a reduction in sales as these are provided solely by the IO who bears the incremental costs arising from the discount. We do not accept manufacturer coupons.

We do not have any material contract assets or receivables from contracts with customers, any revenue recognized in the current year from performance obligations satisfied in previous periods, any performance obligations, or any material costs to obtain or fulfill a contract as of January 2, 2021 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 $3.2 million as of January 2, 2021 and $2.0 million as of December 28, 2019. Breakage amounts were $0.2 million for the fiscal year ended January 2, 2021, and less than $0.1 million for each of the fiscal years ended December 28, 2019 and December 29, 2018.

Disaggregated Revenues — The following table presents sales revenue by type of product for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018 (amounts in thousands):


	January 2, 2021		December 28, 2019		December 29, 2018
Perishable (1)	$	1,054,506	$	868,109	$	768,373
Non-perishable (2)	2,080,134		1,691,508		1,519,287
Total sales (3)	$	3,134,640	$	2,559,617	$	2,287,660

_______________________

(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.

(3)The fiscal year ended January 2, 2021 contained 53 weeks while each of the fiscal years ended December 28, 2019 and December 29, 2018 contained 52 weeks.

Cost of Sales — Cost of sales includes, among other things, merchandise costs, inventory markdowns, shrink and transportation, distribution and warehousing costs, including depreciation.

Marketing and Advertising Expenses — Costs for store promotions, newspaper, television, radio and other media advertising are expensed at the time the promotion or advertising takes place. Advertising costs are included in SG&A in the accompanying consolidated statements of operations and comprehensive income and amounted to approximately $25.9 million, $26.2 million and $21.2 million, respectively, in the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018.

Share-based Awards — We estimate the fair value of time-based stock option awards subject to only a service condition on the date of grant using the Black-Scholes valuation model. The Black-Scholes model requires the use of certain input assumptions. Because we completed our IPO during fiscal 2019, we have limited historical exercise data from which to derive such input assumptions, including an option's expected term and the price volatility of the underlying stock. Consequently, we determine the expected term using an accepted, simplified formula which derives an expected term by taking the sum of the contractual term and adding the length of the vesting period and dividing by two. 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 grants. Industry peers consist of several public companies in our industry which are of similar size, complexity and stage of development. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant.

We estimate the fair value of performance-based stock option awards subject to both a market condition and a performance condition on the date of grant using a Monte Carlo simulation approach implemented in a risk-neutral framework.

We estimate the fair value of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") based upon the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant.

We recognize compensation expense for share-based payment awards with only a service condition on a straight-line basis over the requisite service period, which is generally the award’s vesting period. Vesting of these awards would be accelerated for certain employees in the event of a change in control. Compensation expense for share-based payment awards subject to vesting based upon the achievement of a performance condition is recognized on a graded-vesting basis at the time the achievement of the performance condition becomes probable.

We recognize share-based award forfeitures as they occur rather than estimating by applying a forfeiture rate.

While we recognize share-based compensation expense over the performance period and/or requisite service period based on the fair market value of the award as of the grant date, we will not know the actual amount of tax benefit an award will generate until such award is exercised (or vested for RSUs or PSUs)). Until such award is exercised (or vested for RSUs or PSUs) we assume that the amount ultimately recognized for tax purposes is the same amount we are currently recognizing in our operating results, that is for “book” purposes. Consequently, our deferred tax asset related to share-based compensation expense, which totaled $8.9 million as of January 2, 2021, is based on each qualifying award’s grant date fair value rather than the award’s to-be-determined exercise date intrinsic value (or vesting date fair value). For awards exercised (or vested for RSUs) during our fiscal year ended January 2, 2021, the difference between the grant date fair value and the exercise or vest date intrinsic value totaled $165.8 million. If the share price for our common stock were to depreciate for a sustained period of time, we could be required to recognize a tax benefit shortfall. Such shortfalls could have a material effect on our cash flows and financial results. See NOTE 7—Share-based Awards and NOTE 9—Income Taxes, for additional information.

Income Taxes — Income taxes are accounted for using an asset and liability approach that requires recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In estimating future tax consequences, all expected future events are considered, other than changes in the tax law. A valuation allowance is established, when necessary, to reduce net deferred income tax assets to the amount expected to be realized. We have not recorded any valuation allowances against our deferred income tax balances for the fiscal years ended January 2, 2021 and December 28, 2019. Significant items comprising our future tax benefits and liabilities (deferred tax assets and liabilities) include net operating losses, depreciation and amortization, goodwill, intangible assets, lease liability obligations and right-of-use assets.

We recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We record uncertain tax positions in accordance with ASC Topic 740, Income Taxes, on the basis of a two-step process in which (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

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 the financial results of the VIE in our consolidated financial statements. Determining whether to consolidate a VIE may require judgment in assessing (i) whether an entity is a VIE, and (ii) if a reporting entity is a VIE’s primary beneficiary. A reporting entity is determined to be a VIE’s primary beneficiary if it has the power to direct the activities that most significantly impact a VIE’s economic performance and the obligation to absorb losses or rights to receive benefits that could potentially be significant to a VIE.

We had 375, 342 and 308 stores operated by IOs as of January 2, 2021, December 28, 2019 and December 29, 2018, respectively. We have agreements in place with each IO. The IO orders its merchandise exclusively from us, which is provided to the IO on consignment. Under the Independent Operator Agreement (the "Operator Agreement"), the IO may select a majority of merchandise that we consign to the IO, which the IO chooses from our merchandise order guide according to the IO’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The Operator Agreement gives the IO discretion to adjust our initial prices if the overall effect of all price changes at any time comports with the reputation of our Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. IOs are required to furnish initial working capital and to acquire certain store and safety assets. The IO is also required to hire, train and employ a properly trained workforce sufficient in number to enable the IO to fulfill its obligations under the Operator Agreement. Additionally, the IO is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the Operator Agreement without cause upon 75 days’ notice.

As consignor of all merchandise to each IO, the aggregate net sales proceeds from merchandise sales belongs to us. Sales related to IO stores were $3.1 billion, $2.5 billion, and $2.2 billion for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. We, in turn, pay IOs 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. IO commissions were expensed and included in SG&A. IO commissions were $469.3 million, $382.8 million, and $340.0 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. IO commissions of $6.0 million and $6.1 million were included in accrued expenses as of both January 2, 2021 and December 28, 2019, respectively.

IOs 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—Independent Operator Notes and Receivables. As collateral for IO obligations and performance, the Operator Agreements grant us the security interests in the assets owned by the IOs related to the respective store. Since the total investment at risk associated with each IO is not sufficient to permit each IO to finance its activities without additional subordinated financial support, the IOs 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 IO's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the IO that could potentially be significant to the IO. Our evaluation includes identification of significant activities and an assessment of its ability to direct those activities.

Activities that most significantly impact the IO's economic performance relate to sales and labor. Sales activities that significantly impact the IO's economic performance include determining what merchandise the IO will order and sell and the price of such merchandise, both of which the IO controls. The IO is also responsible for all of their own labor. Labor activities that significantly impact the IO's economic performance include hiring, training, supervising, directing,

compensating (including wages, salaries and employee benefits) and terminating all of the employees of the IO, activities which the IO controls. Accordingly, the IO has the power to direct the activities that most significantly impact the IO's economic performance. Furthermore, the mutual termination rights associated with the Operator Agreements vitiate our control over the IO.

Our maximum exposure to the IOs is generally limited to the gross operator notes and receivables due from these entities, which was $41.0 million and $37.7 million as of January 2, 2021 and December 28, 2019, respectively. See NOTE 2—Independent Notes and Operator Receivables, for additional information.

Net Income Per Share — Basic net income per share is calculated using net income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the dilutive effects of stock options and RSUs outstanding during the period, to the extent such securities would not be anti-dilutive, and is determined using the treasury stock method.

Recently Adopted Accounting Standards

ASU No. 2016-13 — In June 2016, 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 increase to the opening balance of retained earnings. The adoption of the new standard did not have a material impact on our consolidated statements of operations and comprehensive income or consolidated statements of cash flows. See NOTE 2—Independent Notes and Operator Receivables for additional information.

ASU No. 2018-15 — In August 2018, 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 consolidated financial statements.

Recently Issued Accounting Pronouncements

ASU No. 2019-12 —In December 2019, 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. We do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements.

Independent Operator Notes and Receivables

12 Months Ended

Jan. 02, 2021

Receivables [Abstract]

Independent Operator Notes and Receivables

Independent Operator Notes and Receivables The amounts included in independent operator notes and accounts receivable consist primarily of funds we loaned to IOs, 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 January 2, 2021 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 January 2, 2021 or December 28, 2019. Notes and receivables of our IOs participating in our TCAP, as

defined below, are not considered to be past due or on a non-accrual status due to delinquency and are excluded from such measures.

IO notes and 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 IOs 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 IOs who require assistance in meeting their working capital needs for various reasons, such as new or increased competition or differences in IO skills and experience.

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

•New store — Includes the notes and receivables of IOs 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 IOs and the related allowances as of January 2, 2021 and December 28, 2019 consisted of the following (amounts in thousands):


			Allowance						Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
January 2, 2021
Independent operator notes	$	37,238	$	(514)	$	(7,124)	$	29,600	$	2,160	$	27,440
Independent operator receivables	3,754		(471)		—		3,283		3,283		—
Total	$	40,992	$	(985)	$	(7,124)	$	32,883	$	5,443	$	27,440


			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 IO notes and receivables allowance activity is as follows (amounts in thousands):


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Balance at beginning of year	$	10,371	$	9,067	$	9,031
Provision for independent operator notes and receivables	(473)		2,741		1,029
Cumulative effect of accounting change	(439)		—		—
Write-off of provision for independent operator notes and receivables	(1,350)		(1,437)		(993)
Balance at end of year	$	8,109	$	10,371	$	9,067

The following table presents the amortized cost basis of IO notes by year of origination and credit quality indicator as of January 2, 2021 (amounts in thousands):


Credit Quality Indicator	2020		2019		2018		2017		2016		Prior		Total
TCAP	$	1,375	$	2,321	$	1,333	$	186	$	194	$	—	$	5,409
Non-TCAP	3,856		5,693		5,603		2,382		961		270		18,765
New store	8,628		4,436		—		—		—		—		13,064
Total	$	13,859	$	12,450	$	6,936	$	2,568	$	1,155	$	270	$	37,238

Property and Equipment

12 Months Ended

Jan. 02, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment as of January 2, 2021 and December 28, 2019 consisted of the following (amounts in thousands):


	Property and Equipment, At Cost		Accumulated Depreciation and Amortization		Property and Equipment, Net
January 2, 2021
Leasehold improvements	$	275,586	$	(70,999)	$	204,587
Fixtures and equipment	330,338		(134,820)		195,518
Other	376		(282)		94
Construction in progress	33,453		—		33,453
Totals	$	639,753	$	(206,101)	$	433,652
December 28, 2019
Leasehold improvements	$	225,496	$	(53,733)	$	171,763
Fixtures and equipment	274,523		(105,886)		168,637
Other	383		(269)		114
Construction in progress	16,100		—		16,100
Totals	$	516,502	$	(159,888)	$	356,614

Construction in progress is primarily composed of leasehold improvements and fixtures and equipment related to new or remodeled stores where construction had not been completed at year-end.

Long-lived assets were evaluated for potential impairment by measuring their fair value on a nonrecurring basis. Fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows (including rental expense for leased properties, sublease rental income, common area maintenance costs, and real estate taxes) and discounting them using a risk-adjusted rate. We estimate future cash flows based on our experience and knowledge of the market in which each store is located. There were no adjustments to the carrying value of long-lived assets due to impairment charges during fiscal 2020. We recorded impairment charges of $0.5 million and $0.6 million during fiscal 2019 and 2018, respectively.

Depreciation expense on property and equipment for fiscal 2020, 2019 and 2018 was as follows (amounts in thousands):


	Fiscal Year Ended
Consolidated Statements of Operations and Comprehensive Income Location	January 2, 2021		December 28, 2019		December 29, 2018
Cost of sales	$	1,299	$	1,210	$	1,265
Operating expenses	49,450		41,696		35,787
Total depreciation expense on property and equipment	$	50,749	$	42,906	$	37,052

Leases

12 Months Ended

Jan. 02, 2021

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 both January 2, 2021 and December 28, 2019. See NOTE 10—Related Party Transactions, for additional information. As of January 2, 2021, the right-of-use assets and lease liabilities related to these properties was $39.8 million and $44.3 million, respectively. As of December 28, 2019, the right-of-use assets and lease liabilities related to these properties was $42.5 million and $46.7 million, respectively.

As of January 2, 2021, we had executed leases for 37 store locations that we had not yet taken possession of with total undiscounted future lease payments of $200.4 million with lease terms through 2039.

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 lease terms only include options to extend the lease when we are reasonably certain that we will exercise such options. 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 January 2, 2021 totaling $6.4 million ending in various years through 2036, 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 was as follows (amounts in thousands):


Leases	Classification	January 2, 2021		December 28, 2019
Assets:
Operating lease assets	Operating right-of-use assets	$	835,397	$	734,327
Finance lease assets	Other assets	5,973		5,904
Total lease assets		$	841,370	$	740,231
Liabilities:
Current
Operating	Current lease liabilities	$	47,730	$	37,923
Finance	Current lease liabilities	945		322
Noncurrent
Operating	Long-term lease liabilities	876,329		762,105
Finance	Long-term lease liabilities	5,109		5,651
Total lease liabilities		$	930,113	$	806,001

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


		Fiscal Year Ended
Lease Cost	Classification (1)	January 2, 2021		December 28, 2019
Operating lease cost	Selling, general and administrative expenses	$	112,096	$	99,237
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization	964		817
Interest on leased liabilities	Interest expense, net	376		263
Variable lease cost	Selling, general and administrative expenses	700		668

Sublease income	Selling, general and administrative expenses	(972)		(1,248)
Net lease cost		$	113,164	$	99,737

_______________________

(1)Certain supply chain related lease costs herein are included in cost of sales.

Short-term lease expense payments recorded in operating expenses were immaterial for the fiscal years ended January 2, 2021 and December 28, 2019.

Maturities of lease liabilities as of January 2, 2021 were as follows (amounts in thousands):


	Operating Leases		Finance Leases		Total
Fiscal 2021	$	112,249	$	1,279	$	113,528
Fiscal 2022	113,556		1,226		114,782
Fiscal 2023	113,351		1,124		114,475
Fiscal 2024	112,763		1,058		113,821
Fiscal 2025	111,191		827		112,018
Thereafter	818,237		1,862		820,099
Total lease payments	1,381,347		7,376		$	1,388,723
Less: Imputed interest	(457,288)		(1,322)
Present value of lease liabilities	$	924,059	$	6,054

The weighted-average lease terms and discount rates of operating and finance leases were as follows:


	January 2, 2021		December 28, 2019
Weighted-average remaining lease term:
Operating leases	12.0 years		12.3 years
Finance leases	6.7 years		7.6 years
Weighted-average discount rate:
Operating leases	6.91	%	7.41	%
Finance leases	6.08	%	6.35	%

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


	Fiscal Year Ended
	January 2, 2021		December 28, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	101,245	$	88,362
Leased assets obtained in exchange for new lease liabilities — adoption	$	—	$	664,882
Leased assets obtained in exchange for new operating lease liabilities	$	166,018	$	155,986

ASC 840 Disclosure

Rental expense for all operating leases for the fiscal year ended December 29, 2018 totaled $86.0 million.

Leases

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


Leases	Classification	January 2, 2021		December 28, 2019
Assets:
Operating lease assets	Operating right-of-use assets	$	835,397	$	734,327
Finance lease assets	Other assets	5,973		5,904
Total lease assets		$	841,370	$	740,231
Liabilities:
Current
Operating	Current lease liabilities	$	47,730	$	37,923
Finance	Current lease liabilities	945		322
Noncurrent
Operating	Long-term lease liabilities	876,329		762,105
Finance	Long-term lease liabilities	5,109		5,651
Total lease liabilities		$	930,113	$	806,001

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


		Fiscal Year Ended
Lease Cost	Classification (1)	January 2, 2021		December 28, 2019
Operating lease cost	Selling, general and administrative expenses	$	112,096	$	99,237
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization	964		817
Interest on leased liabilities	Interest expense, net	376		263
Variable lease cost	Selling, general and administrative expenses	700		668

Sublease income	Selling, general and administrative expenses	(972)		(1,248)
Net lease cost		$	113,164	$	99,737

_______________________

(1)Certain supply chain related lease costs herein are included in cost of sales.

Short-term lease expense payments recorded in operating expenses were immaterial for the fiscal years ended January 2, 2021 and December 28, 2019.

Maturities of lease liabilities as of January 2, 2021 were as follows (amounts in thousands):


	Operating Leases		Finance Leases		Total
Fiscal 2021	$	112,249	$	1,279	$	113,528
Fiscal 2022	113,556		1,226		114,782
Fiscal 2023	113,351		1,124		114,475
Fiscal 2024	112,763		1,058		113,821
Fiscal 2025	111,191		827		112,018
Thereafter	818,237		1,862		820,099
Total lease payments	1,381,347		7,376		$	1,388,723
Less: Imputed interest	(457,288)		(1,322)
Present value of lease liabilities	$	924,059	$	6,054

The weighted-average lease terms and discount rates of operating and finance leases were as follows:


	January 2, 2021		December 28, 2019
Weighted-average remaining lease term:
Operating leases	12.0 years		12.3 years
Finance leases	6.7 years		7.6 years
Weighted-average discount rate:
Operating leases	6.91	%	7.41	%
Finance leases	6.08	%	6.35	%

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


	Fiscal Year Ended
	January 2, 2021		December 28, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	101,245	$	88,362
Leased assets obtained in exchange for new lease liabilities — adoption	$	—	$	664,882
Leased assets obtained in exchange for new operating lease liabilities	$	166,018	$	155,986

ASC 840 Disclosure

Rental expense for all operating leases for the fiscal year ended December 29, 2018 totaled $86.0 million.

Goodwill and Intangible Assets

12 Months Ended

Jan. 02, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Information regarding our goodwill and intangible assets as of January 2, 2021 was as follows (amounts in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	$	58,400	$	(24,218)	$	34,182

Computer software	24,868		(18,368)		6,500
Total finite-lived intangible assets	83,268		(42,586)		40,682
Liquor licenses	7,544		—		7,544
Total intangible assets	90,812		(42,586)		48,226
Goodwill	747,943		—		747,943
Total goodwill and intangible assets	$	838,755	$	(42,586)	$	796,169

Information regarding our goodwill and intangible assets as of December 28, 2019 was as follows (amounts in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	$	58,400	$	(20,324)	$	38,076
Customer lists	160		(160)		—
Computer software	20,418		(17,062)		3,356
Total finite-lived intangible assets	78,978		(37,546)		41,432
Liquor licenses	6,360		—		6,360
Total intangible assets	85,338		(37,546)		47,792
Goodwill	747,943		—		747,943
Total goodwill and intangible assets	$	833,281	$	(37,546)	$	795,735

Amortization expense for finite-lived intangible assets was $6.5 million, $6.7 million, and $10.0 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. Liquor license assets have been classified as indefinite-lived intangible assets and accordingly, are not subject to amortization. There were no impairments of goodwill or intangible assets during the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively.

The estimated future amortization expense related to finite-lived intangible assets as of January 2, 2021 is as follows (amounts in thousands):


Fiscal 2021	$	6,976
Fiscal 2022	5,517
Fiscal 2023	4,735
Fiscal 2024	4,003
Fiscal 2025	4,002
Thereafter	15,449
Total	$	40,682

Long-term Debt

12 Months Ended

Jan. 02, 2021

Debt Disclosure [Abstract]

Long-term Debt

Long-Term Debt

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


	January 2, 2021		December 28, 2019
First Lien Credit Agreement:
Term loan	$	460,000	$	460,188

Notes payable	—		246
Long-term debt, gross	460,000		460,434
Less: Unamortized debt discounts and debt issuance costs	(10,767)		(12,445)
Long-term debt, less unamortized debt discounts and debt issuance costs	449,233		447,989
Less: Current portion	—		(246)
Long-term debt, net	$	449,233	$	447,743

First Lien Credit Agreement

On October 22, 2018, 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 January 2, 2021, 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 was to mature 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 First Replacement Term Loan was 2.90% as of January 2, 2021. 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. The interest rate for the revolving credit facility is determined based on a formula using certain market rates. No amounts were outstanding under the revolving credit facility as of January 2, 2021 and December 28, 2019.

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 January 2, 2021, we had $96.5 million of borrowing capacity available under the revolving credit facility.

Second Lien Credit Agreement

On October 22, 2018, one of our wholly owned subsidiaries entered into a second lien credit agreement with a syndicate of lenders for a $150.0 million senior term loan. The proceeds were primarily used for retiring the prior second lien credit agreement and paying the dividends related to our 2018 recapitalization.

The term loan under the Second Lien Credit Agreement did not require minimum quarterly principal payment. The Second Lien Credit Agreement did require mandatory prepayment if certain conditions were met and permitted voluntarily prepayment on borrowings without premium or penalty.

On June 24, 2019, we terminated the Second Lien Credit Agreement and repaid in full the outstanding principal balance of $150.0 million and accrued interest of $3.6 million. In addition, we wrote off the remaining unamortized debt issuance costs of $3.8 million and loan discounts of $1.4 million on June 24, 2019.

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 of 7.00 to 1.00, tested quarterly if, and only if, the aggregate principal amount from the revolving facility, letters of credit (to the extent not cash collateralized or backstopped or, in the aggregate, not in excess of the greater of $10.0 million and the stated face amount of letters of credit outstanding on the closing date) and swingline loans outstanding and/or issued, as applicable, exceeds 35% of the total amount of the revolving credit facility commitments (as defined in the First Lien Credit Agreement).

As of January 2, 2021, 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 January 2, 2021 are as follows (amounts in thousands):


Fiscal 2021	$	—
Fiscal 2022	—
Fiscal 2023	—
Fiscal 2024	—
Fiscal 2025	460,000
Thereafter	—
Total	$	460,000

Interest Expense

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


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Interest on loans	$	19,113	$	45,259	$	52,569
Amortization of debt issuance costs	2,289		2,367		4,024
Interest on finance leases	376		263		117
Other	32		51		2
Interest income	(1,767)		(2,013)		(1,350)
Interest expense, net	$	20,043	$	45,927	$	55,362

Debt Extinguishment and Modification Costs

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


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Write off of debt issuance costs	$	74	$	4,110	$	3,459
Debt modification costs	124		150		1,794
Write off of loan discounts	—		1,374		—
Debt extinguishment and modification costs	$	198	$	5,634	$	5,253

Share-based Awards

12 Months Ended

Jan. 02, 2021

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 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 January 2, 2021, 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 annual automatic increase. As of January 2, 2021, there were 3,076,015 remaining shares available for issuance of the new equity awards under the 2019 Plan.

On April 28, 2020, the Compensation Committee approved a long-term incentive program (the “LTIP”) under the 2019 Plan consisting of time-based RSUs and PSUs. RSUs granted under the LTIP generally vest over 3 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 levels and percentages: below minimum (0%); minimum (50%); target (100%); maximum (200%); above maximum (200%). Actual performance 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 effect 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 issued subsequent to our IPO.

The respective valuation methods resulted in weighted-average grant date fair values for time-based stock options, performance-based stock options, RSUs, and PSUs granted during fiscal 2020, 2019 and 2018 as follows:


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Time-based stock options	N/A		$	7.61	$	2.96
Performance-based stock options	N/A		$	5.78	$	4.65
RSUs	$	37.07	$	27.13	$	10.36
PSUs	$	36.90	N/A		N/A

We did not award any time-based or performance-based stock options during fiscal 2020. The grant date fair value of time-based stock options awarded during fiscal 2019 and 2018 was estimated using the Black-Scholes valuation model with the following weighted-average assumptions:


	Fiscal Year Ended
	December 28, 2019			December 29, 2018
Exercise price	$	21.66		$	11.98
Volatility	30.2		%	35.0		%
Risk-free interest rate	1.9		%	2.6		%
Dividend yield	—		%	—		%
Expected term (in years)	6.83			2.80

Grant Activity

The following table summarizes stock option activity under all equity incentive plans during fiscal 2020, 2019 and 2018:


	Time-Based Options			Performance-Based Options
	Number of Options	Weighted-Average Exercise Price		Number of Options	Weighted-Average Exercise Price
Options outstanding at December 30, 2017	5,528,836	$	7.27	5,525,860	$	6.11
Granted	334,535	11.98		334,536	11.98
Exercised	(2,946)	8.47		—	—
Forfeitures	(62,050)	8.10		(65,066)	6.81
Options outstanding at December 29, 2018 (1)	5,798,375	$	7.53	5,795,330	$	4.40
Granted	1,363,822	21.66		99,788	17.29
Exercised	(817,051)	7.21		—	—
Forfeitures	(101,479)	12.72		(117,997)	7.15
Options outstanding at December 28, 2019	6,243,667	$	10.57	5,777,121	$	4.57
Granted	—	—		—	—
Exercised	(2,326,219)	7.29		(3,438,470)	4.55
Forfeitures	(52,676)	20.63		(13,071)	16.47
Options outstanding at January 2, 2021	3,864,772	$	12.42	2,325,580	$	4.54
Options vested and exercisable at January 2, 2021	2,309,467	$	7.45	2,325,580	$	4.54

_______________________

(1)The decrease in weighted-average exercise price for outstanding performance-based options at December 29, 2018 was due to a dividend declared on October 22, 2018 pursuant to which all performance-based options outstanding at that date received a $2.10 downward adjustment to the exercise price.

The total intrinsic value of time-based stock options exercised was $68.7 million and $20.8 million for fiscal 2020 and 2019, respectively, and less than $0.1 million for fiscal 2018. Intrinsic value represents the difference between the current fair value of the underlying stock and the exercise price of the stock option.

The following table summarizes RSU activity under all equity incentive plans during fiscal 2020, 2019 and 2018:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at December 30, 2017	100,804	$	7.51
Granted	34,200	10.36
Vested	(54,184)	7.39
Forfeitures	—	—
Unvested balance at December 29, 2018	80,820	$	8.80
Granted	195,135	27.13
Vested	(76,841)	18.06
Forfeitures	(8,242)	30.03
Unvested balance at December 28, 2019	190,872	$	22.89
Granted	277,496	37.07
Vested	(115,030)	19.74
Forfeitures	(11,496)	31.78
Unvested balance at January 2, 2021	341,842	$	35.16

The following table summarizes PSU activity under the 2019 Plan during fiscal 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at December 28, 2019	—	$	—
Granted (1)	272,640	36.90
Adjustment for expected performance achievement (2)	135,821	36.90
Vested	—	—
Forfeitures	(999)	36.88
Unvested balance at January 2, 2021	407,462	$	36.90

_______________________

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

(2)Represents the adjustment to previously granted PSUs based on current performance expectations. An additional 135,820 PSUs could potentially be included if the maximum performance level is reached.

Share-Based Compensation Expense

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

Share-based compensation expense qualifying for capitalization was insignificant for each of the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018. Accordingly, no share-based compensation expense was capitalized during these years.

Time-Based Stock Options

We did not record compensation expense for time-based stock option grants prior to the closing of our IPO in June of fiscal 2019 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 fiscal 2018 or any other 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 fiscal years ended January 2, 2021 and December 28, 2019, we recognized $3.0 million and $25.7 million, respectively, of share-based compensation expense for time-based stock options. Unamortized compensation cost related to unvested time-based options was $6.7 million as of January 2, 2021, $5.9 million of which related to time-based stock options granted at the time of our IPO. The $6.7 million of unamortized compensation cost is expected to be amortized over a weighted average period of approximately 2.50 years.

Performance-Based Stock Options

We did not record compensation expense for performance-based stock options during the fiscal years ended December 28, 2019 and December 29, 2018 because the performance criteria of such awards had not been achieved and the ultimate vesting of the awards was not considered probable as of such dates. 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 January 2, 2021, all outstanding performance-based stock options are fully vested and fully expensed.

Time-Based RSUs

Shares-based compensation expense for RSUs held by employees and non-employee directors was $4.9 million, $2.1 million, and $0.4 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. Unamortized compensation expense for RSUs was $8.4 million as of January 2, 2021, which is expected to be amortized over a weighted average period of approximately 2.26 years.

Performance-Based RSUs

During the fiscal year ended January 2, 2021 we recognized $3.7 million of share-based compensation expense for PSUs, which represents the expense associated with the expected level of performance achievement as of January 2, 2021. There were no such amounts recognized in the comparable prior year periods as PSUs only began being granted during fiscal 2020. Unamortized compensation cost related to the expected level of achievement of unvested PSUs was $11.4 million as of January 2, 2021, which is expected to be amortized over a weighted average period of approximately 2.00 years.

Dividends

For time-based stock options and RSUs that were outstanding on the dividend dates of June 23, 2016 and October 22, 2018 and that are expected to vest in fiscal year 2021 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 consolidated balance sheet as of January 2, 2021.

We paid $0.4 million and $3.6 million of dividends during the fiscal year ended January 2, 2021 and December 28, 2019, respectively, which were included in share-based compensation expense. Share-based compensation expense of $10.4 million for the fiscal year ended December 29, 2018 includes $8.7 million in payments related to the June 23, 2016 dividend for outstanding stock options that vested during fiscal 2018. The remaining share-based compensation expense in fiscal 2018 related to RSUs.

Retirement Plans	12 Months Ended
Retirement Plans	Jan. 02, 2021
Retirement Benefits [Abstract]
Retirement Plans	Retirement Plans We make payments into the UFCW—Northern California Employers Joint Pension Trust Fund (the “Pension Fund”) and the UFCW—Benefits Trust Fund (“Benefits Fund”), multiemployer pension and welfare trusts, established for the benefit of union employees at two company operated stores under the terms of a collective bargaining agreement. We currently operate under a collective bargaining agreement that expires on September 6, 2022. Payments into the Pension Fund were $0.6 million, $0.4 million, and $0.4 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. Payments into the Benefits Fund were $1.4 million, $1.2 million, and $1.1 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. Such contributions represent less than 5% of the total contributions to the Fund. We paid no surcharges to the Fund. In addition, minimum contributions outside of the agreed upon contractual rates are not required. The risks of participating in a multiemployer pension plan are different from single-employer pension plans in the following aspects: a.Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. b.If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. c.If we stop participating in its multiemployer pension plan, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The following information represents our participation in the plan for the annual period ended December 31, 2019, the latest available information from the Fund. All such information is based on information we received from the plan. The Fund’s Employer Identification Number and Plan Number is 946313554-001. Under the provisions of the Pension Protection Act (PPA) zone status, the Fund was in critical status during the plan year. Among other factors, generally, plans in critical status are less than 65 percent funded. In an effort to improve the Plan’s funding situation, the trustees adopted a rehabilitation plan on July 8, 2010. The rehabilitation plan changes the benefits for participants who retire and commence a pension on or after January 1, 2012, and changes future benefit accruals earned on or after January 1, 2012. Except in limited circumstances, the pensions of participants and beneficiaries whose pension effective date is before January 1, 2012, are not affected. For our nonunion employees, we offer the following plans: a.A defined contribution retirement plan for warehouse employees, which requires an annual contribution of 15% of eligible salaries. This defined contribution retirement plan is available to nonunion employees who meet certain service criteria. b.A noncontributory profit-sharing plan for administrative personnel under which the board of directors may authorize an annual contribution of up to 15% of eligible salaries. This profit-sharing plan is available to nonunion employees who meet certain service criteria. We expensed $6.1 million, $4.4 million and $3.6 million for contributions to the two plans described above in (a) and (b) for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. c.A 401(k) retirement plan for warehouse employees, which is available to those employees who meet certain service criteria d.A 401(k) retirement plan for administrative personnel, which is available to those employees who meet certain service criteria. e.We are not obligated to match any employee contributions for the 401(k) retirement plans. However, for certain employees who meet certain service criteria, we have a 401(k) retirement plan under which we will match employee contributions at a rate of 35% of each participating employee’s contributions, not to exceed 6% of wages. We expensed an insignificant amount for contributions to this plan for each of the fiscal years ending January 2, 2021, December 28, 2019, and December 29, 2018, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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-Paragraph 1
-Subparagraph (l)
-URI http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920

+ Details

Income Taxes

12 Months Ended

Jan. 02, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Impact of U.S. Tax Reform

Tax Cuts and Jobs Act

On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was enacted. The Tax Act made broad changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (ii) eliminating the corporate alternative minimum tax (AMT); (iii) a new limitation on deductible business interest expense; (iv) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; and (v) expanding bonus depreciation to allow full expensing of qualified property.

For the fiscal year ended December 30, 2017, we recognized a provisional tax benefit of $5.4 million due to the enactment of the Tax Act in our consolidated financial statements which was associated with the re-measurement of our deferred tax assets and liabilities. During the fiscal year ended December 29, 2018, we finalized our accounting for the impacts of the Tax Act and recorded an immaterial measurement period adjustment associated with the re-measurement of our deferred tax assets and liabilities.

CARES Act

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted. We have analyzed the provision, which provides for, (i) changes in the deductibility of business interest; (ii) acceleration of alternative minimum tax credit refunds; and (iii) a technical correction to allow accelerated deductions for qualified leasehold improvements. The technical correction allows us to accelerate deductions for qualified assets placed in service in the current and prior years, however, the CARES Act is not otherwise expected to have a material impact on our income tax provision for fiscal 2020.

Components of income tax expense (benefit)

Income before income taxes consisted entirely of income from domestic operations of $87.1 million, $16.8 million, and $21.9 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively.

The components of income tax expense (benefit) consisted of the following (amounts in thousands):


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Current:
Federal	$	(285)	$	52	$	(200)
State	284		439		353
Total current	(1)		491		153
Deferred:
Federal	(14,682)		247		4,523
State	(4,896)		625		1,308
Total deferred	(19,578)		872		5,831
Income tax expense (benefit)	$	(19,579)	$	1,363	$	5,984

Statutory rate reconciliation

A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate is as follows:


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Taxes at federal statutory rates	21.0	%	21.0	%	21.0	%

State income taxes net of federal benefit	(4.2)	%	5.2	%	6.0	%
Excess federal tax benefits from exercise and vest of share-based awards	(40.3)	%	(21.4)	%	—	%
Other	1.0	%	3.3	%	0.4	%
Effective income tax rate	(22.5)	%	8.1	%	27.4	%

Deferred income taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets and liabilities were as follows (amounts in thousands):


	January 2, 2021		December 28, 2019
Deferred tax assets:
Accrued compensation	$	6,362	$	3,411
Share-based compensation expense	8,891		6,323
Inventory	4,594		4,216
Transaction costs	1,152		1,334

Lease liability obligation	258,093		221,747
Net operating loss and other carryforwards	58,596		24,936
Reserves and allowances	3,092		3,974
Interest expense carryforward	—		1,103
Other	4,194		1,176
Total deferred tax assets	344,974		268,220
Deferred tax liabilities:
Prepaid expenses	(1,096)		(1,042)
Depreciation and amortization	(64,814)		(43,213)
Intangible assets	(7,802)		(8,417)
Right-of-use assets	(234,022)		(203,065)
Goodwill	(32,691)		(27,230)
Debt transaction costs	(1,020)		(1,273)
Total deferred tax liabilities	(341,445)		(284,240)
Net deferred tax assets (liabilities)	$	3,529	$	(16,020)

We have net operating loss carryforwards of $238.5 million for federal income tax purposes, of which $103.9 million expires beginning in 2032 and $134.6 million carries forward indefinitely. There are also net operating loss carryforwards of $80.0 million for state income tax purposes, which begin to expire in 2031. Certain tax attributes, which begin to expire in 2031, are subject to an annual limitation as a result of our acquisition of GOBP Holdings, our wholly owned subsidiary, which constitutes a change in ownership as defined under Internal Revenue Code Section 382. Based on our analysis, our projected net operating losses to be utilized in future years will not be affected by this annual limitation.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets. A significant piece of objective positive evidence was the cumulative income incurred over the three-year period ended January 2, 2021. Based on our current assessment, we anticipate it is more likely than not that we will generate sufficient taxable income to realize all of our material deferred tax assets. As such we did not record a valuation allowance against these material deferred tax assets as of January 2, 2021.

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 consolidated balance sheets. To date, we have not recognized any interest and penalties in our consolidated statements of operations and comprehensive income and do not anticipate any changes in our uncertain tax position within the next 12 months.

We are subject to taxation in the United States and various state jurisdictions. As of January 2, 2021, our tax returns remain open to examination by the tax authorities for tax years 2010 to 2020 for U.S. federal and for various state jurisdictions.

- 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	12 Months Ended
Related Party Transactions	Jan. 02, 2021
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 both January 2, 2021 and December 28, 2019. Affiliated entities received aggregate annual lease payments from us of $6.0 million, $6.1 million, and $6.6 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, 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 SG&A, and were less than $0.1 million for fiscal 2020. Independent Operator Notes and Receivables We offer interest-bearing notes to IOs and the gross operating notes and receivables due from these IOs was $41.0 million and $37.7 million as of January 2, 2021 and December 28, 2019, respectively. See NOTE 2—Independent Operator Notes and Receivables, for additional information. Other We have business contracts with two portfolio companies of the H&F Investor, The Ultimate Software Group, Inc. and HUB International Limited. On May 28, 2020, the H&F Investor ceased being a related party when it distributed the remainder of its holdings in our common stock to its equity holders. Payments to these two portfolio companies totaled $0.2 million from December 29, 2019 through May 28, 2020, $0.7 million for the fiscal year ended December 28, 2019, and $0.3 million for the fiscal year ended December 29, 2018.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Jan. 02, 2021
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 consolidated financial statements taken as a whole.

Earnings Per Share

12 Months Ended

Jan. 02, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share Attributable to Common Stockholders

A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share attributable to common stockholders is as follows (dollars and shares in thousands, except per share amounts):


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Numerator
Net income attributable to common stockholders	$	106,713	$	15,419	$	15,868
Denominator
Weighted-average shares of common stock	91,818		79,044		68,473
Effect of dilutive RSUs	96		42		73
Effect of dilutive options	6,538		2,777		—
Weighted-average shares of common stock - diluted (1) (2) (3)	98,452		81,863		68,546
Earnings per share attributable to common stockholders:
Basic	$	1.16	$	0.20	$	0.24
Diluted	$	1.08	$	0.19	$	0.23

_______________________

(1)The diluted weighted-average shares outstanding for the fiscal years ended December 28, 2019 and December 29, 2018 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 fiscal year 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 fiscal year 2020. See NOTE 7—Share-based Awards, for additional information.

(2)The diluted weighted-average shares for the fiscal year ended December 29, 2018 did not include time-based stock options because such options were subject to a post-termination repurchase right by us until the occurrence of a qualifying contingent event occurred (involuntary termination, change in control or initial public offering), and the occurrence of such an event was not deemed probable. Upon the completion of our IPO in June of fiscal 2019, a qualifying contingent event had occurred and therefore time-based stock options were included in the weighted-average diluted shares for the fiscal years ended January 2, 2021 and December 28, 2019. See NOTE 7—Share-based Awards, for additional information.

(3)We are required to include in diluted weighted-average shares outstanding contingently issuable shares that would be issued assuming the end of our reporting period was the end of the relevant PSU award contingency period. No PSUs were included in diluted weighted-average shares outstanding for the fiscal year ended January 2, 2021.

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


	Fiscal Year Ended
	January 2, 2021	December 28, 2019	December 29, 2018
RSUs	3,239	50	—
Time-based stock options	—	682	—
Total	3,239	732	—

Selected Quarterly Financial Data (unaudited)

12 Months Ended

Jan. 02, 2021

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Data (unaudited)

Selected unaudited summarized quarterly financial information for fiscal 2020 and 2019 was as follows (amounts in thousands, except per share data):


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal 2020
Net sales	$	760,308	$	803,429	$	764,082	$	806,821
Gross Profit	237,026		253,751		238,183		244,387
Income from operations	16,873		32,359		30,315		27,828
Net income	12,642		29,333		40,474		24,264
Basic earnings per share	$	0.14	$	0.32	$	0.44	$	0.26
Diluted earnings per share	$	0.13	$	0.30	$	0.41	$	0.24
Fiscal 2019
Net sales	$	606,271	$	645,289	$	652,540	$	655,517
Gross Profit	187,017		198,720		201,087		200,278
Income from operations	21,656		5,735		23,948		17,004
Net income (loss)	3,774		(10,632)		12,445		9,832
Basic earnings per share	$	0.06	$	(0.15)	$	0.14	$	0.11
Diluted earnings per share	$	0.06	$	(0.15)	$	0.13	$	0.11

Schedule I—Condensed Financial Information of Registrant

12 Months Ended

Jan. 02, 2021

Condensed Financial Information Disclosure [Abstract]

Schedule I—Condensed Financial Information of Registrant

GROCERY OUTLET HOLDING CORP.

CONDENSED BALANCE SHEETS

(PARENT COMPANY ONLY)

(in thousands, except share and per share amounts)


	January 2, 2021		December 28, 2019
Assets



Investment in wholly owned subsidiary	$	923,816	$	746,628
Total assets	$	923,816	$	746,628
Liabilities and Stockholders’ Equity
Intercompany payable	$	1,509	$	1,244
Total liabilities	1,509		1,244
Stockholders’ equity:
Capital stock:
Voting common stock, par value $0.001 per share, 500,000,000 shares authorized; 94,854,336 and 89,005,062 shares issued and outstanding, respectively	95		89
Series A Preferred stock, par value $0.001 per share, 50,000,000 shares authorized; no shares issued and outstanding	—		—
Additional paid-in capital	787,047		717,282
Retained earnings	135,165		28,013
Total stockholders’ equity	922,307		745,384
Total liabilities and stockholders’ equity	$	923,816	$	746,628

See Notes to Condensed Financial Statements (Parent Company Only)

GROCERY OUTLET HOLDING CORP.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(PARENT COMPANY ONLY)

(in thousands)


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Operating expenses	$	265	$	273	$	216
Operating loss	(265)		(273)		(216)
Loss before equity in net income of subsidiary	(265)		(273)		(216)
Equity in net income of subsidiary, net of tax	106,978		15,692		16,084
Net income and comprehensive income	$	106,713	$	15,419	$	15,868

See Notes to Condensed Financial Statements (Parent Company Only)

GROCERY OUTLET HOLDING CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(PARENT COMPANY ONLY)

(in thousands)


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Cash flows from operating activities:
Net income	$	106,713	$	15,419	$	15,868
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in net income of subsidiary	(106,978)		(15,692)		(16,084)
Dividend received from subsidiary (return on capital)	—		—		27,351
Changes in operating assets and liabilities:
Other current assets	—		497		(497)
Net cash provided by (used in) operating activities	(265)		224		26,638
Cash flows from investing activities:
Investment in subsidiary	(32,121)		(402,050)		—
Dividend received from subsidiary (return of capital)	—		—		126,236
Net cash provided by (used in) investing activities	(32,121)		(402,050)		126,236
Cash flows from financing activities:
Intercompany payables	265		(409)		718
Proceeds from initial public offering, net of underwriting discounts	—		407,666		—
Proceeds from exercise of share-based compensation awards	32,604		4,444		29
Payments related to net settlement of share-based compensation awards	(483)		(2,813)		(34)
Other direct costs paid related to the initial public offering	—		(7,062)		—
Dividend paid to shareholders	—		—		(153,587)
Net cash provided by (used in) financing activities	32,386		401,826		(152,874)
Net increase (decrease) in cash and cash equivalents	—		—		—
Cash and cash equivalents at beginning of period	—		—		—
Cash and cash equivalents at end of period	$	—	$	—	$	—

See Notes to Condensed Financial Statements (Parent Company Only)

GROCERY OUTLET HOLDING CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY ONLY)

NOTE 1—Description of Grocery Outlet Holding Corp.

Grocery Outlet Holding Corp. (the "Parent Company") owns 100% of Globe Intermediate Corp. ("Intermediate"), which owns 100% of GOBP Holdings, Inc. ("GOBP Holdings"), which owns 100% of GOBP Midco, Inc. ("Midco"), which owns 100% of Grocery Outlet Inc. ("GOI"). GOI is a high-growth, extreme value retailer of quality, name-brand consumables and fresh products sold through a network of independently operated stores.

The Parent Company was incorporated in Delaware on September 11, 2014 and became the ultimate parent of GOI on October 7, 2014. The Parent Company has no operations or significant assets or liabilities other than its investment in Intermediate. Accordingly, the Parent Company is dependent upon distributions from Intermediate to fund its limited, non-significant operating expenses. However, GOBP Holdings’ and GOI’s ability to pay dividends or lend to Intermediate or the Parent Company is limited under the terms of various debt agreements.

Intermediate and GOBP Holdings are parties to credit facilities that contain covenants limiting the Parent Company's ability and the ability of its restricted subsidiaries to, among other things: pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments; incur additional debt or issue certain disqualified stock and preferred stock; incur liens on assets; merge or consolidate with another company or sell all or substantially all assets; enter into transactions with affiliates; and enter into agreements that would restrict its subsidiaries to pay dividends or make other payments to the Parent Company. Due to the aforementioned qualitative restrictions, substantially all of the assets of the Parent Company's subsidiaries are restricted. These covenants are subject to important exceptions and qualifications as described in such credit facilities.

NOTE 2—Basis of Presentation

The accompanying condensed financial statements (parent company only) include the accounts of the Parent Company and its investment in Intermediate, accounted for in accordance with the equity method, and do not present the financial statements of the Parent Company and its subsidiary on a consolidated basis. These parent company only financial statements should be read in conjunction with the Parent Company's consolidated financial statements and notes thereto, included elsewhere in this Annual Report on Form 10-K.

All share amounts and per share disclosures for all periods presented reflect a 1.403 for 1 forward stock split effected on June 6, 2019.

NOTE 3—Dividends from Subsidiaries

The Parent Company received a dividend from Intermediate of $153.6 million on October 22, 2018 for the fiscal year ended December 29, 2018. This dividend has been reflected as a reduction to investment in wholly owned subsidiary in the accompanying condensed financial statements. On the same date, the Parent Company declared a dividend of $153.6 million to holders of its common stock. This dividend has been reflected as a $27.4 million return on capital and a $126.2 million return of capital in the accompanying condensed financial statements.

NOTE 4—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. We also incurred offering costs payable by us 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.

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 offering costs payable by us of $1.1 million which are included in selling, general and administrative expenses ("SG&A") for fiscal 2019. We 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.

$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 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.

Organization and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jan. 02, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The accompanying 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"). Our consolidated financial statements include the accounts of Grocery Outlet Holding Corp. and its wholly owned subsidiaries. All intercompany balances and transactions were eliminated. In the opinion of management, these consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the 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. 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.
Cash and Cash Equivalents	We consider all highly liquid investments, purchased with original maturities of three months or less, to be cash equivalents. All cash equivalents are unrestricted and available for immediate use.
Allowance for Independent Operator (“IO”) Receivables and Notes and Other Accounts Receivable	We maintain allowances and accruals for estimated losses of amounts advanced to IOs and other third parties determined to be uncollectible. See NOTE 2—Independent Operator Notes and Receivables, for additional information.
Concentration of Credit Risk	Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts and notes receivable. Although we deposit our cash with creditworthy financial institutions, our deposits typically exceed federally insured limits. To date, we have not experienced any losses on our cash deposits. No single customer or store represented more than 10% of net sales for the years ended January 2, 2021, December 28, 2019 and December 29, 2018. No single customer or IO represented more than 10% of accounts receivable or notes receivable as of January 2, 2021 and December 28, 2019.
Merchandise Inventories	Merchandise inventories are valued at the lower of cost or net realizable value. Cost is determined by the weighted-average cost method for warehouse inventories and the retail inventory method for store inventories. We provide for estimated inventory losses between physical inventory counts based on historical averages. This provision is adjusted periodically to reflect the actual shrink results of the physical inventory counts.
Property and Equipment	Property and equipment is stated at cost less accumulated depreciation and includes expenditures for significant improvements to leased premises. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, generally ranging from three to 15 years. Amortization of leasehold improvements is calculated based on the shorter of their estimated useful life or the remaining terms of the lease. Remaining lease terms currently range from one to 19 years.We evaluate events and changes in circumstances that could indicate carrying amounts of long-lived assets, including property and equipment, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted future cash flows derived from their use and eventual disposition. For purposes of this assessment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, primarily at an individual store level. If the sum of the undiscounted future cash flows is less than the carrying amount of an asset, we record an impairment loss for the amount by which the carrying amount of the asset exceeds its fair value. The estimated fair value of the asset or asset group is based on the estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. There were no adjustments to the carrying value of long-lived assets due to impairment charges during fiscal 2020. We recorded impairment charges of $0.5 million and $0.6 million during fiscal 2019 and 2018, respectively
Leases	Operating leases are included in operating lease right-of-use assets, current lease liabilities, and long-term lease liabilities on our consolidated balance sheets. Finance leases are included in other assets, current lease liabilities, and long-term lease liabilities on our 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. 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 are 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.
Goodwill and Other Intangible Assets	We have both goodwill and intangible assets recorded on our consolidated balance sheets. Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized, but rather is subject to an annual impairment evaluation which is performed during our fourth quarter or when events or changes in circumstances indicate that the value of goodwill may be impaired. Our impairment evaluation of goodwill consists of an initial qualitative assessment of our reporting unit to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying value. If it is concluded that this is the case, a quantitative evaluation, based on discounted cash flows, is performed which requires us to estimate future cash flows, growth rates and economic and market conditions. If the quantitative evaluation indicates that goodwill is not recoverable, an impairment loss is calculated and recognized during that period. Measurement of such an impairment loss would be based on the excess of the carrying amount over fair value. There were no goodwill impairment charges recorded during the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018. There were no changes in the carrying amount of goodwill for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018. Intangible assets include trademarks, computer software, and liquor licenses. Trademarks represent the value of all our trademarks and trade names in the marketplace. We are amortizing the value assigned to the trade names on a straight-line basis over 15 years. Computer software includes both acquired software and eligible costs to develop internal-use software that are incurred during the application development stage. These assets are amortized over their estimated useful lives of 3 years. Liquor license assets have been classified as indefinite-lived intangible assets and accordingly, are not subject to amortization. We review our intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of the intangible assets are not recoverable, the impairment is measured as the amount by which the carrying value of the intangible asset exceeds its fair value.
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 January 2, 2021 or December 28, 2019. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. See NOTE 3—Property and Equipment and NOTE 5—Goodwill and Intangible Assets, for additional information. There were no transfers of assets or liabilities between levels within the fair value hierarchy as of January 2, 2021 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, IO receivables, other accounts receivable and accounts payable — The carrying value of such financial instruments approximates their fair value due to factors such as their short-term nature or their variable interest rates. IO 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 approximates their fair value since the stated interest rates approximates market rates for loans with similar terms for borrowers with similar credit profiles.
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 IOs are not recognized as a reduction in sales as these are provided solely by the IO who bears the incremental costs arising from the discount. We do not accept manufacturer coupons. We do not have any material contract assets or receivables from contracts with customers, any revenue recognized in the current year from performance obligations satisfied in previous periods, any performance obligations, or any material costs to obtain or fulfill a contract as of January 2, 2021 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.Cost of sales includes, among other things, merchandise costs, inventory markdowns, shrink and transportation, distribution and warehousing costs, including depreciation.
Marketing and Advertising Expenses	Costs for store promotions, newspaper, television, radio and other media advertising are expensed at the time the promotion or advertising takes place. Advertising costs are included in SG&A in the accompanying consolidated statements of operations and comprehensive income
Share-based Awards	We estimate the fair value of time-based stock option awards subject to only a service condition on the date of grant using the Black-Scholes valuation model. The Black-Scholes model requires the use of certain input assumptions. Because we completed our IPO during fiscal 2019, we have limited historical exercise data from which to derive such input assumptions, including an option's expected term and the price volatility of the underlying stock. Consequently, we determine the expected term using an accepted, simplified formula which derives an expected term by taking the sum of the contractual term and adding the length of the vesting period and dividing by two. 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 grants. Industry peers consist of several public companies in our industry which are of similar size, complexity and stage of development. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. We estimate the fair value of performance-based stock option awards subject to both a market condition and a performance condition on the date of grant using a Monte Carlo simulation approach implemented in a risk-neutral framework. We estimate the fair value of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") based upon the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant. We recognize compensation expense for share-based payment awards with only a service condition on a straight-line basis over the requisite service period, which is generally the award’s vesting period. Vesting of these awards would be accelerated for certain employees in the event of a change in control. Compensation expense for share-based payment awards subject to vesting based upon the achievement of a performance condition is recognized on a graded-vesting basis at the time the achievement of the performance condition becomes probable. We recognize share-based award forfeitures as they occur rather than estimating by applying a forfeiture rate. While we recognize share-based compensation expense over the performance period and/or requisite service period based on the fair market value of the award as of the grant date, we will not know the actual amount of tax benefit an award will generate until such award is exercised (or vested for RSUs or PSUs)). Until such award is exercised (or vested for RSUs or PSUs) we assume that the amount ultimately recognized for tax purposes is the same amount we are currently recognizing in our operating results, that is for “book” purposes. Consequently, our deferred tax asset related to share-based compensation expense, which totaled $8.9 million as of January 2, 2021, is based on each qualifying award’s grant date fair value rather than the award’s to-be-determined exercise date intrinsic value (or vesting date fair value). For awards exercised (or vested for RSUs) during our fiscal year ended January 2, 2021, the difference between the grant date fair value and the exercise or vest date intrinsic value totaled $165.8 million. If the share price for our common stock were to depreciate for a sustained period of time, we could be required to recognize a tax benefit shortfall. Such shortfalls could have a material effect on our cash flows and financial results.
Income Taxes	Income taxes are accounted for using an asset and liability approach that requires recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In estimating future tax consequences, all expected future events are considered, other than changes in the tax law. A valuation allowance is established, when necessary, to reduce net deferred income tax assets to the amount expected to be realized. We have not recorded any valuation allowances against our deferred income tax balances for the fiscal years ended January 2, 2021 and December 28, 2019. Significant items comprising our future tax benefits and liabilities (deferred tax assets and liabilities) include net operating losses, depreciation and amortization, goodwill, intangible assets, lease liability obligations and right-of-use assets.We recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We record uncertain tax positions in accordance with ASC Topic 740, Income Taxes, on the basis of a two-step process in which (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
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 the financial results of the VIE in our consolidated financial statements. Determining whether to consolidate a VIE may require judgment in assessing (i) whether an entity is a VIE, and (ii) if a reporting entity is a VIE’s primary beneficiary. A reporting entity is determined to be a VIE’s primary beneficiary if it has the power to direct the activities that most significantly impact a VIE’s economic performance and the obligation to absorb losses or rights to receive benefits that could potentially be significant to a VIE. We had 375, 342 and 308 stores operated by IOs as of January 2, 2021, December 28, 2019 and December 29, 2018, respectively. We have agreements in place with each IO. The IO orders its merchandise exclusively from us, which is provided to the IO on consignment. Under the Independent Operator Agreement (the "Operator Agreement"), the IO may select a majority of merchandise that we consign to the IO, which the IO chooses from our merchandise order guide according to the IO’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The Operator Agreement gives the IO discretion to adjust our initial prices if the overall effect of all price changes at any time comports with the reputation of our Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. IOs are required to furnish initial working capital and to acquire certain store and safety assets. The IO is also required to hire, train and employ a properly trained workforce sufficient in number to enable the IO to fulfill its obligations under the Operator Agreement. Additionally, the IO is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the Operator Agreement without cause upon 75 days’ notice. As consignor of all merchandise to each IO, the aggregate net sales proceeds from merchandise sales belongs to us. Sales related to IO stores were $3.1 billion, $2.5 billion, and $2.2 billion for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. We, in turn, pay IOs 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. IO commissions were expensed and included in SG&A. IO commissions were $469.3 million, $382.8 million, and $340.0 million for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively. IO commissions of $6.0 million and $6.1 million were included in accrued expenses as of both January 2, 2021 and December 28, 2019, respectively. IOs 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—Independent Operator Notes and Receivables. As collateral for IO obligations and performance, the Operator Agreements grant us the security interests in the assets owned by the IOs related to the respective store. Since the total investment at risk associated with each IO is not sufficient to permit each IO to finance its activities without additional subordinated financial support, the IOs 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 IO's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the IO that could potentially be significant to the IO. Our evaluation includes identification of significant activities and an assessment of its ability to direct those activities. Activities that most significantly impact the IO's economic performance relate to sales and labor. Sales activities that significantly impact the IO's economic performance include determining what merchandise the IO will order and sell and the price of such merchandise, both of which the IO controls. The IO is also responsible for all of their own labor. Labor activities that significantly impact the IO's economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the IO, activities which the IO controls. Accordingly, the IO has the power to direct the activities that most significantly impact the IO's economic performance. Furthermore, the mutual termination rights associated with the Operator Agreements vitiate our control over the IO.
Net Income Per Share	Basic net income per share is calculated using net income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the dilutive effects of stock options and RSUs outstanding during the period, to the extent such securities would not be anti-dilutive, and is determined using the treasury stock method.
Recently Adopted Accounting Standards and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Standards ASU No. 2016-13 — In June 2016, 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 increase to the opening balance of retained earnings. The adoption of the new standard did not have a material impact on our consolidated statements of operations and comprehensive income or consolidated statements of cash flows. See NOTE 2—Independent Notes and Operator Receivables for additional information. ASU No. 2018-15 — In August 2018, 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 consolidated financial statements. Recently Issued Accounting Pronouncements ASU No. 2019-12 —In December 2019, 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. We do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements.
Property, Plant and Equipment, Impairment	Long-lived assets were evaluated for potential impairment by measuring their fair value on a nonrecurring basis. Fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows (including rental expense for leased properties, sublease rental income, common area maintenance costs, and real estate taxes) and discounting them using a risk-adjusted rate.

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 02, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial liabilities not reported at fair value


	January 2, 2021				December 28, 2019
	Carrying Amount (1)		Estimated Fair Value (2)		Carrying Amount (1)		Estimated Fair Value (2)
Financial Liabilities:
Term loans (Level 2)	$	458,757	$	460,000	$	458,682	$	466,515

_______________________

(1)The carrying amounts as of January 2, 2021 and December 28, 2019 are net of unamortized debt discounts of $1.2 million and $1.5 million, respectively.

Schedule of sales revenue by product

The following table presents sales revenue by type of product for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018 (amounts in thousands):


	January 2, 2021		December 28, 2019		December 29, 2018
Perishable (1)	$	1,054,506	$	868,109	$	768,373
Non-perishable (2)	2,080,134		1,691,508		1,519,287
Total sales (3)	$	3,134,640	$	2,559,617	$	2,287,660

_______________________

(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.

(3)The fiscal year ended January 2, 2021 contained 53 weeks while each of the fiscal years ended December 28, 2019 and December 29, 2018 contained 52 weeks.

Independent Operator Notes and Receivables (Tables)

12 Months Ended

Jan. 02, 2021

Receivables [Abstract]

Schedule of amounts due from independent operators

Amounts due from IOs and the related allowances as of January 2, 2021 and December 28, 2019 consisted of the following (amounts in thousands):


			Allowance						Current Portion		Long-term Portion
	Gross		Current Portion		Long-term Portion		Net
January 2, 2021
Independent operator notes	$	37,238	$	(514)	$	(7,124)	$	29,600	$	2,160	$	27,440
Independent operator receivables	3,754		(471)		—		3,283		3,283		—
Total	$	40,992	$	(985)	$	(7,124)	$	32,883	$	5,443	$	27,440


			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 IO notes and receivables allowance activity is as follows (amounts in thousands):


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Balance at beginning of year	$	10,371	$	9,067	$	9,031
Provision for independent operator notes and receivables	(473)		2,741		1,029
Cumulative effect of accounting change	(439)		—		—
Write-off of provision for independent operator notes and receivables	(1,350)		(1,437)		(993)
Balance at end of year	$	8,109	$	10,371	$	9,067

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

The following table presents the amortized cost basis of IO notes by year of origination and credit quality indicator as of January 2, 2021 (amounts in thousands):


Credit Quality Indicator	2020		2019		2018		2017		2016		Prior		Total
TCAP	$	1,375	$	2,321	$	1,333	$	186	$	194	$	—	$	5,409
Non-TCAP	3,856		5,693		5,603		2,382		961		270		18,765
New store	8,628		4,436		—		—		—		—		13,064
Total	$	13,859	$	12,450	$	6,936	$	2,568	$	1,155	$	270	$	37,238

Property and Equipment (Tables)

12 Months Ended

Jan. 02, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment as of January 2, 2021 and December 28, 2019 consisted of the following (amounts in thousands):


	Property and Equipment, At Cost		Accumulated Depreciation and Amortization		Property and Equipment, Net
January 2, 2021
Leasehold improvements	$	275,586	$	(70,999)	$	204,587
Fixtures and equipment	330,338		(134,820)		195,518
Other	376		(282)		94
Construction in progress	33,453		—		33,453
Totals	$	639,753	$	(206,101)	$	433,652
December 28, 2019
Leasehold improvements	$	225,496	$	(53,733)	$	171,763
Fixtures and equipment	274,523		(105,886)		168,637
Other	383		(269)		114
Construction in progress	16,100		—		16,100
Totals	$	516,502	$	(159,888)	$	356,614

Depreciation expense on property and equipment for fiscal 2020, 2019 and 2018 was as follows (amounts in thousands):


	Fiscal Year Ended
Consolidated Statements of Operations and Comprehensive Income Location	January 2, 2021		December 28, 2019		December 29, 2018
Cost of sales	$	1,299	$	1,210	$	1,265
Operating expenses	49,450		41,696		35,787
Total depreciation expense on property and equipment	$	50,749	$	42,906	$	37,052

Leases (Tables)

12 Months Ended

Jan. 02, 2021

Leases [Abstract]

Schedule of balance sheet classifications

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


Leases	Classification	January 2, 2021		December 28, 2019
Assets:
Operating lease assets	Operating right-of-use assets	$	835,397	$	734,327
Finance lease assets	Other assets	5,973		5,904
Total lease assets		$	841,370	$	740,231
Liabilities:
Current
Operating	Current lease liabilities	$	47,730	$	37,923
Finance	Current lease liabilities	945		322
Noncurrent
Operating	Long-term lease liabilities	876,329		762,105
Finance	Long-term lease liabilities	5,109		5,651
Total lease liabilities		$	930,113	$	806,001

Schedule of lease cost

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


		Fiscal Year Ended
Lease Cost	Classification (1)	January 2, 2021		December 28, 2019
Operating lease cost	Selling, general and administrative expenses	$	112,096	$	99,237
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization	964		817
Interest on leased liabilities	Interest expense, net	376		263
Variable lease cost	Selling, general and administrative expenses	700		668

Sublease income	Selling, general and administrative expenses	(972)		(1,248)
Net lease cost		$	113,164	$	99,737

_______________________

(1)Certain supply chain related lease costs herein are included in cost of sales.

Schedule of maturities of lease liabilities

Maturities of lease liabilities as of January 2, 2021 were as follows (amounts in thousands):


	Operating Leases		Finance Leases		Total
Fiscal 2021	$	112,249	$	1,279	$	113,528
Fiscal 2022	113,556		1,226		114,782
Fiscal 2023	113,351		1,124		114,475
Fiscal 2024	112,763		1,058		113,821
Fiscal 2025	111,191		827		112,018
Thereafter	818,237		1,862		820,099
Total lease payments	1,381,347		7,376		$	1,388,723
Less: Imputed interest	(457,288)		(1,322)
Present value of lease liabilities	$	924,059	$	6,054

Schedule of maturities of lease liabilities

Maturities of lease liabilities as of January 2, 2021 were as follows (amounts in thousands):


	Operating Leases		Finance Leases		Total
Fiscal 2021	$	112,249	$	1,279	$	113,528
Fiscal 2022	113,556		1,226		114,782
Fiscal 2023	113,351		1,124		114,475
Fiscal 2024	112,763		1,058		113,821
Fiscal 2025	111,191		827		112,018
Thereafter	818,237		1,862		820,099
Total lease payments	1,381,347		7,376		$	1,388,723
Less: Imputed interest	(457,288)		(1,322)
Present value of lease liabilities	$	924,059	$	6,054

Schedule of supplemental cash flow information

The weighted-average lease terms and discount rates of operating and finance leases were as follows:


	January 2, 2021		December 28, 2019
Weighted-average remaining lease term:
Operating leases	12.0 years		12.3 years
Finance leases	6.7 years		7.6 years
Weighted-average discount rate:
Operating leases	6.91	%	7.41	%
Finance leases	6.08	%	6.35	%

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


	Fiscal Year Ended
	January 2, 2021		December 28, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	101,245	$	88,362
Leased assets obtained in exchange for new lease liabilities — adoption	$	—	$	664,882
Leased assets obtained in exchange for new operating lease liabilities	$	166,018	$	155,986

Goodwill and Intangible Assets (Tables)

12 Months Ended

Jan. 02, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill and intangible assets

Information regarding our goodwill and intangible assets as of January 2, 2021 was as follows (amounts in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	$	58,400	$	(24,218)	$	34,182

Computer software	24,868		(18,368)		6,500
Total finite-lived intangible assets	83,268		(42,586)		40,682
Liquor licenses	7,544		—		7,544
Total intangible assets	90,812		(42,586)		48,226
Goodwill	747,943		—		747,943
Total goodwill and intangible assets	$	838,755	$	(42,586)	$	796,169

Information regarding our goodwill and intangible assets as of December 28, 2019 was as follows (amounts in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	$	58,400	$	(20,324)	$	38,076
Customer lists	160		(160)		—
Computer software	20,418		(17,062)		3,356
Total finite-lived intangible assets	78,978		(37,546)		41,432
Liquor licenses	6,360		—		6,360
Total intangible assets	85,338		(37,546)		47,792
Goodwill	747,943		—		747,943
Total goodwill and intangible assets	$	833,281	$	(37,546)	$	795,735

Schedule of estimated future amortization expense

The estimated future amortization expense related to finite-lived intangible assets as of January 2, 2021 is as follows (amounts in thousands):


Fiscal 2021	$	6,976
Fiscal 2022	5,517
Fiscal 2023	4,735
Fiscal 2024	4,003
Fiscal 2025	4,002
Thereafter	15,449
Total	$	40,682

Long-term Debt (Tables)

12 Months Ended

Jan. 02, 2021

Debt Disclosure [Abstract]

Schedule of long-term debt

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


	January 2, 2021		December 28, 2019
First Lien Credit Agreement:
Term loan	$	460,000	$	460,188

Notes payable	—		246
Long-term debt, gross	460,000		460,434
Less: Unamortized debt discounts and debt issuance costs	(10,767)		(12,445)
Long-term debt, less unamortized debt discounts and debt issuance costs	449,233		447,989
Less: Current portion	—		(246)
Long-term debt, net	$	449,233	$	447,743

Principal maturities of debt

Principal maturities of debt as of January 2, 2021 are as follows (amounts in thousands):


Fiscal 2021	$	—
Fiscal 2022	—
Fiscal 2023	—
Fiscal 2024	—
Fiscal 2025	460,000
Thereafter	—
Total	$	460,000

Schedule of interest expense, net

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


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Interest on loans	$	19,113	$	45,259	$	52,569
Amortization of debt issuance costs	2,289		2,367		4,024
Interest on finance leases	376		263		117
Other	32		51		2
Interest income	(1,767)		(2,013)		(1,350)
Interest expense, net	$	20,043	$	45,927	$	55,362

Schedule of debt extinguishment and modification costs

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


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Write off of debt issuance costs	$	74	$	4,110	$	3,459
Debt modification costs	124		150		1,794
Write off of loan discounts	—		1,374		—
Debt extinguishment and modification costs	$	198	$	5,634	$	5,253

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Share-based Awards (Tables)

12 Months Ended

Jan. 02, 2021

Share-based Payment Arrangement [Abstract]

Schedule of respective valuation models resulted in weighted-average fair value for time-based and performance-based options and RSUs


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Time-based stock options	N/A		$	7.61	$	2.96
Performance-based stock options	N/A		$	5.78	$	4.65
RSUs	$	37.07	$	27.13	$	10.36
PSUs	$	36.90	N/A		N/A

Schedule of fair values of time-based options

The grant date fair value of time-based stock options awarded during fiscal 2019 and 2018 was estimated using the Black-Scholes valuation model with the following weighted-average assumptions:


	Fiscal Year Ended
	December 28, 2019			December 29, 2018
Exercise price	$	21.66		$	11.98
Volatility	30.2		%	35.0		%
Risk-free interest rate	1.9		%	2.6		%
Dividend yield	—		%	—		%
Expected term (in years)	6.83			2.80

Schedule of stock option activity

The following table summarizes stock option activity under all equity incentive plans during fiscal 2020, 2019 and 2018:


	Time-Based Options			Performance-Based Options
	Number of Options	Weighted-Average Exercise Price		Number of Options	Weighted-Average Exercise Price
Options outstanding at December 30, 2017	5,528,836	$	7.27	5,525,860	$	6.11
Granted	334,535	11.98		334,536	11.98
Exercised	(2,946)	8.47		—	—
Forfeitures	(62,050)	8.10		(65,066)	6.81
Options outstanding at December 29, 2018 (1)	5,798,375	$	7.53	5,795,330	$	4.40
Granted	1,363,822	21.66		99,788	17.29
Exercised	(817,051)	7.21		—	—
Forfeitures	(101,479)	12.72		(117,997)	7.15
Options outstanding at December 28, 2019	6,243,667	$	10.57	5,777,121	$	4.57
Granted	—	—		—	—
Exercised	(2,326,219)	7.29		(3,438,470)	4.55
Forfeitures	(52,676)	20.63		(13,071)	16.47
Options outstanding at January 2, 2021	3,864,772	$	12.42	2,325,580	$	4.54
Options vested and exercisable at January 2, 2021	2,309,467	$	7.45	2,325,580	$	4.54

_______________________

Schedule of RSU and PSU activity

The following table summarizes RSU activity under all equity incentive plans during fiscal 2020, 2019 and 2018:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at December 30, 2017	100,804	$	7.51
Granted	34,200	10.36
Vested	(54,184)	7.39
Forfeitures	—	—
Unvested balance at December 29, 2018	80,820	$	8.80
Granted	195,135	27.13
Vested	(76,841)	18.06
Forfeitures	(8,242)	30.03
Unvested balance at December 28, 2019	190,872	$	22.89
Granted	277,496	37.07
Vested	(115,030)	19.74
Forfeitures	(11,496)	31.78
Unvested balance at January 2, 2021	341,842	$	35.16

The following table summarizes PSU activity under the 2019 Plan during fiscal 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at December 28, 2019	—	$	—
Granted (1)	272,640	36.90
Adjustment for expected performance achievement (2)	135,821	36.90
Vested	—	—
Forfeitures	(999)	36.88
Unvested balance at January 2, 2021	407,462	$	36.90

_______________________

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

Income Taxes (Tables)

12 Months Ended

Jan. 02, 2021

Income Tax Disclosure [Abstract]

Components of income tax expense

The components of income tax expense (benefit) consisted of the following (amounts in thousands):


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Current:
Federal	$	(285)	$	52	$	(200)
State	284		439		353
Total current	(1)		491		153
Deferred:
Federal	(14,682)		247		4,523
State	(4,896)		625		1,308
Total deferred	(19,578)		872		5,831
Income tax expense (benefit)	$	(19,579)	$	1,363	$	5,984

Schedule of effective income tax rate reconciliation

A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate is as follows:


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Taxes at federal statutory rates	21.0	%	21.0	%	21.0	%

State income taxes net of federal benefit	(4.2)	%	5.2	%	6.0	%
Excess federal tax benefits from exercise and vest of share-based awards	(40.3)	%	(21.4)	%	—	%
Other	1.0	%	3.3	%	0.4	%
Effective income tax rate	(22.5)	%	8.1	%	27.4	%

Components of deferred tax assets and liabilities

Significant components of our deferred tax assets and liabilities were as follows (amounts in thousands):


	January 2, 2021		December 28, 2019
Deferred tax assets:
Accrued compensation	$	6,362	$	3,411
Share-based compensation expense	8,891		6,323
Inventory	4,594		4,216
Transaction costs	1,152		1,334

Lease liability obligation	258,093		221,747
Net operating loss and other carryforwards	58,596		24,936
Reserves and allowances	3,092		3,974
Interest expense carryforward	—		1,103
Other	4,194		1,176
Total deferred tax assets	344,974		268,220
Deferred tax liabilities:
Prepaid expenses	(1,096)		(1,042)
Depreciation and amortization	(64,814)		(43,213)
Intangible assets	(7,802)		(8,417)
Right-of-use assets	(234,022)		(203,065)
Goodwill	(32,691)		(27,230)
Debt transaction costs	(1,020)		(1,273)
Total deferred tax liabilities	(341,445)		(284,240)
Net deferred tax assets (liabilities)	$	3,529	$	(16,020)

Earnings Per Share (Tables)

12 Months Ended

Jan. 02, 2021

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Numerator
Net income attributable to common stockholders	$	106,713	$	15,419	$	15,868
Denominator
Weighted-average shares of common stock	91,818		79,044		68,473
Effect of dilutive RSUs	96		42		73
Effect of dilutive options	6,538		2,777		—
Weighted-average shares of common stock - diluted (1) (2) (3)	98,452		81,863		68,546
Earnings per share attributable to common stockholders:
Basic	$	1.16	$	0.20	$	0.24
Diluted	$	1.08	$	0.19	$	0.23

_______________________

Schedule of antidilutive securities excluded from computation of earnings per share

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


	Fiscal Year Ended
	January 2, 2021	December 28, 2019	December 29, 2018
RSUs	3,239	50	—
Time-based stock options	—	682	—
Total	3,239	732	—

Selected Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Jan. 02, 2021

Quarterly Financial Information Disclosure [Abstract]

Summarized quarterly financial information

Selected unaudited summarized quarterly financial information for fiscal 2020 and 2019 was as follows (amounts in thousands, except per share data):


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal 2020
Net sales	$	760,308	$	803,429	$	764,082	$	806,821
Gross Profit	237,026		253,751		238,183		244,387
Income from operations	16,873		32,359		30,315		27,828
Net income	12,642		29,333		40,474		24,264
Basic earnings per share	$	0.14	$	0.32	$	0.44	$	0.26
Diluted earnings per share	$	0.13	$	0.30	$	0.41	$	0.24
Fiscal 2019
Net sales	$	606,271	$	645,289	$	652,540	$	655,517
Gross Profit	187,017		198,720		201,087		200,278
Income from operations	21,656		5,735		23,948		17,004
Net income (loss)	3,774		(10,632)		12,445		9,832
Basic earnings per share	$	0.06	$	(0.15)	$	0.14	$	0.11
Diluted earnings per share	$	0.06	$	(0.15)	$	0.13	$	0.11

Schedule I—Condensed Financial Information of Registrant (Tables)

12 Months Ended

Jan. 02, 2021

Condensed Financial Information Disclosure [Abstract]

Condensed Balance Sheets

CONDENSED BALANCE SHEETS

(PARENT COMPANY ONLY)

(in thousands, except share and per share amounts)


	January 2, 2021		December 28, 2019
Assets



Investment in wholly owned subsidiary	$	923,816	$	746,628
Total assets	$	923,816	$	746,628
Liabilities and Stockholders’ Equity
Intercompany payable	$	1,509	$	1,244
Total liabilities	1,509		1,244
Stockholders’ equity:
Capital stock:
Voting common stock, par value $0.001 per share, 500,000,000 shares authorized; 94,854,336 and 89,005,062 shares issued and outstanding, respectively	95		89
Series A Preferred stock, par value $0.001 per share, 50,000,000 shares authorized; no shares issued and outstanding	—		—
Additional paid-in capital	787,047		717,282
Retained earnings	135,165		28,013
Total stockholders’ equity	922,307		745,384
Total liabilities and stockholders’ equity	$	923,816	$	746,628

See Notes to Condensed Financial Statements (Parent Company Only)

Condensed Statements of Operations

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(PARENT COMPANY ONLY)

(in thousands)


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Operating expenses	$	265	$	273	$	216
Operating loss	(265)		(273)		(216)
Loss before equity in net income of subsidiary	(265)		(273)		(216)
Equity in net income of subsidiary, net of tax	106,978		15,692		16,084
Net income and comprehensive income	$	106,713	$	15,419	$	15,868

See Notes to Condensed Financial Statements (Parent Company Only)

Condensed Statements of Comprehensive Income

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(PARENT COMPANY ONLY)

(in thousands)


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Operating expenses	$	265	$	273	$	216
Operating loss	(265)		(273)		(216)
Loss before equity in net income of subsidiary	(265)		(273)		(216)
Equity in net income of subsidiary, net of tax	106,978		15,692		16,084
Net income and comprehensive income	$	106,713	$	15,419	$	15,868

See Notes to Condensed Financial Statements (Parent Company Only)

Condensed Statement of Cash Flows

CONDENSED STATEMENTS OF CASH FLOWS

(PARENT COMPANY ONLY)

(in thousands)


	Fiscal Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Cash flows from operating activities:
Net income	$	106,713	$	15,419	$	15,868
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in net income of subsidiary	(106,978)		(15,692)		(16,084)
Dividend received from subsidiary (return on capital)	—		—		27,351
Changes in operating assets and liabilities:
Other current assets	—		497		(497)
Net cash provided by (used in) operating activities	(265)		224		26,638
Cash flows from investing activities:
Investment in subsidiary	(32,121)		(402,050)		—
Dividend received from subsidiary (return of capital)	—		—		126,236
Net cash provided by (used in) investing activities	(32,121)		(402,050)		126,236
Cash flows from financing activities:
Intercompany payables	265		(409)		718
Proceeds from initial public offering, net of underwriting discounts	—		407,666		—
Proceeds from exercise of share-based compensation awards	32,604		4,444		29
Payments related to net settlement of share-based compensation awards	(483)		(2,813)		(34)
Other direct costs paid related to the initial public offering	—		(7,062)		—
Dividend paid to shareholders	—		—		(153,587)
Net cash provided by (used in) financing activities	32,386		401,826		(152,874)
Net increase (decrease) in cash and cash equivalents	—		—		—
Cash and cash equivalents at beginning of period	—		—		—
Cash and cash equivalents at end of period	$	—	$	—	$	—

See Notes to Condensed Financial Statements (Parent Company Only)

Organization and Summary of Significant Accounting Policies - Narrative (Details)							1 Months Ended	3 Months Ended									12 Months Ended
	May 28, 2020 shares	Apr. 27, 2020 USD ($) shares	Feb. 03, 2020 USD ($) shares	Oct. 23, 2019 USD ($)	Jun. 24, 2019 USD ($) $ / shares shares	Jun. 06, 2019	Oct. 31, 2019 USD ($) shares	Jan. 02, 2021 USD ($) store $ / shares shares	Sep. 26, 2020 USD ($)	Jun. 27, 2020 USD ($)	Mar. 28, 2020 USD ($)	Dec. 28, 2019 USD ($) store $ / shares shares	Sep. 28, 2019 USD ($)	Sep. 28, 2019 USD ($)	Jun. 29, 2019 USD ($)	Mar. 30, 2019 USD ($)	Jan. 02, 2021 USD ($) store $ / shares shares	Dec. 28, 2019 USD ($) store $ / shares shares	Dec. 29, 2018 USD ($) store	Dec. 31, 2017 USD ($)	Dec. 30, 2017 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of stores \| store								380									380
Proceeds from initial public offering, net of underwriting discounts paid																	$ 0	$ 407,666,000	$ 0
Payments of stock issuance costs																	$ 0	$ 7,062,000	0
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
Offering costs incurred			$ 1,100,000					$ 1,000,000.0				$ 1,100,000					$ 1,000,000.0	$ 1,100,000
Proceeds from stock options exercised		$ 1,600,000	$ 1,400,000
Exercised (in shares) \| shares		269,000	191,470
Stock split, conversion ratio						1.403
Number of reportable segments (in segments) \| store																	1
Number of operating segments (in segments) \| store																	1
Impairment charges																	$ 0	500,000	600,000
Gift card, redemption period																	12 months
Deferred revenue liability								3,200,000				2,000,000.0					$ 3,200,000	2,000,000.0
Advertising expense																	25,900,000	26,200,000	$ 21,200,000
Deferred tax asset related to share-based compensation expense								$ 8,891,000				$ 6,323,000					8,891,000	$ 6,323,000
Intrinsic value of stock options exercised																	$ 165,800,000
Variable interest entity, number of stores \| store								375				342					375	342	308
Net sales								$ 806,821,000	$ 764,082,000	$ 803,429,000	$ 760,308,000	$ 655,517,000		$ 652,540,000	$ 645,289,000	$ 606,271,000	$ 3,134,640,000	$ 2,559,617,000	$ 2,287,660,000
Accrued expenses								35,699,000				31,363,000					35,699,000	31,363,000
Retained earnings								$ 922,307,000				745,384,000					$ 922,307,000	745,384,000	299,951,000		$ 427,133,000
Cumulative Effect, Period of Adoption, Adjustment
Subsidiary, Sale of Stock [Line Items]
Retained earnings												439,000						439,000	168,000	$ 133,000
Trademarks
Subsidiary, Sale of Stock [Line Items]
Useful life of intangible assets																	15 years
Computer software
Subsidiary, Sale of Stock [Line Items]
Useful life of intangible assets																	3 years
Minimum
Subsidiary, Sale of Stock [Line Items]
Useful lives of property and equipment																	3 years
Remaining lease term								1 year									1 year
Maximum
Subsidiary, Sale of Stock [Line Items]
Useful lives of property and equipment																	15 years
Remaining lease term								19 years									19 years
Breakage from unredeemed gift cards																	$ 200,000	100,000	100,000
Hellman and Friedman, LLC
Subsidiary, Sale of Stock [Line Items]
Transfer of common stock holdings to stockholder's equity holders (in shares) \| shares	9,600,000
Second Lien Credit Agreement \| Senior Notes
Subsidiary, Sale of Stock [Line Items]
Repayments of long-term debt					$ 150,000,000.0
Debt instrument, periodic payment, interest					3,600,000
First Lien Credit Agreement \| Senior Notes
Subsidiary, Sale of Stock [Line Items]
Repayments of long-term debt				$ 15,000,000.0	248,000,000.0
Debt instrument, periodic payment, interest					3,800,000
Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Redemption of preferred stock					$ 1.00													0
Retained earnings								$ 0				0					0	0	0		0
Retained Earnings
Subsidiary, Sale of Stock [Line Items]
Retained earnings								$ 135,165,000				28,013,000					135,165,000	28,013,000	12,426,000		$ 23,776,000
Retained Earnings \| Cumulative Effect, Period of Adoption, Adjustment
Subsidiary, Sale of Stock [Line Items]
Retained earnings												$ 439,000						439,000	168,000	$ 133,000
IPO
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock upon initial public offering, net of issuance costs (in shares) \| shares					19,765,625		451,470
Sale of stock (in usd per share) \| $ / shares					$ 22.00
Proceeds from initial public offering, net of underwriting discounts paid					$ 407,700,000		$ 3,200,000
Underwriting discounts and commissions					$ (27,100,000)
Payments of stock issuance costs													$ 7,200,000
Parent Company
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discounts paid																	0	407,666,000	0
Payments of stock issuance costs																	$ 0	$ 7,062,000	0
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
Retained earnings								$ 922,307,000				$ 745,384,000					$ 922,307,000	$ 745,384,000
Parent Company \| Globe Intermediate Corp.
Subsidiary, Sale of Stock [Line Items]
Ownership percentage								100.00%									100.00%
Parent Company \| GOBP Holdings, Inc.
Subsidiary, Sale of Stock [Line Items]
Ownership percentage								100.00%									100.00%
Parent Company \| GOBP Midco, Inc.
Subsidiary, Sale of Stock [Line Items]
Ownership percentage								100.00%									100.00%
Parent Company \| Grocery Outlet Inc.
Subsidiary, Sale of Stock [Line Items]
Ownership percentage								100.00%									100.00%
Variable Interest Entity, Not Primary Beneficiary
Subsidiary, Sale of Stock [Line Items]
Variable interest entity, termination period																	75 days
Net sales																	$ 3,100,000,000	2,500,000,000	2,200,000,000
Sales commissions and fees																	469,300,000	382,800,000	$ 340,000,000.0
Accrued expenses								$ 6,000,000.0				6,100,000					6,000,000.0	6,100,000
Maximum loss exposure								$ 41,000,000.0				$ 37,700,000					$ 41,000,000.0	$ 37,700,000

Organization and Summary of Significant Accounting Policies - Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 02, 2021	Sep. 26, 2020	Jun. 27, 2020	Mar. 28, 2020	Dec. 28, 2019	Sep. 28, 2019	Jun. 29, 2019	Mar. 30, 2019	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Disaggregation of Revenue [Line Items]
Sales	$ 806,821	$ 764,082	$ 803,429	$ 760,308	$ 655,517	$ 652,540	$ 645,289	$ 606,271	$ 3,134,640	$ 2,559,617	$ 2,287,660
Perishable
Disaggregation of Revenue [Line Items]
Sales									1,054,506	868,109	768,373
Non-Perishable
Disaggregation of Revenue [Line Items]
Sales									$ 2,080,134	$ 1,691,508	$ 1,519,287

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Organization and Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Unamortized debt discounts	$ 1,200	$ 1,500
Level 2 \| Gross Carrying Amount
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Term loans (Level 2)	458,757	458,682
Level 2 \| Estimated Fair Value
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Term loans (Level 2)	$ 460,000	$ 466,515

Organization and Summary of Significant Accounting Policies - Variable Interest Entities (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 02, 2021 USD ($) store	Sep. 26, 2020 USD ($)	Jun. 27, 2020 USD ($)	Mar. 28, 2020 USD ($)	Dec. 28, 2019 USD ($) store	Sep. 28, 2019 USD ($)	Jun. 29, 2019 USD ($)	Mar. 30, 2019 USD ($)	Jan. 02, 2021 USD ($) store	Dec. 28, 2019 USD ($) store	Dec. 29, 2018 USD ($) store
Variable Interest Entity [Line Items]
Variable interest entity, number of stores \| store	375				342				375	342	308
Sales	$ 806,821	$ 764,082	$ 803,429	$ 760,308	$ 655,517	$ 652,540	$ 645,289	$ 606,271	$ 3,134,640	$ 2,559,617	$ 2,287,660
Accrued expenses	$ 35,699				$ 31,363				$ 35,699	$ 31,363

- Definition

+ References

+ Details

Organization and Summary of Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 835,397	$ 734,327
Lease liability	930,113	806,001
Intangible assets	(40,682)	(41,432)
Leased assets obtained in exchange for new operating lease liabilities	166,018	155,986
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Leased assets obtained in exchange for new operating lease liabilities	$ 0	$ 664,882

Independent Operator Notes and Receivables - Narrative (Details) - USD ($) $ in Millions	Jan. 02, 2021	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 - Schedule of Amounts Due (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Independent operator notes
Gross	$ 37,238	$ 31,952
Allowance, Current Portion	(514)	(678)
Allowance, Long-term Portion	(7,124)	(9,088)
Net	29,600	22,186
Current Portion	2,160	1,855
Long-term Portion	27,440	20,331
Independent operator receivables
Gross	3,754	5,753
Allowance, Current Portion	(471)	(605)
Allowance, Long-term Portion	0	0
Net	3,283	5,148
Current Portion	3,283	5,148
Long-term Portion	0	0
Total
Gross	40,992	37,705
Allowance, Current Portion	(985)	(1,283)
Allowance, Long-term Portion	(7,124)	(9,088)
Net	32,883	27,334
Current Portion	5,443	7,003
Long-term Portion	$ 27,440	$ 20,331

Independent Operator Notes and Receivables - Allowance Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Accounts And Financing Receivable, Allowance For Credit Loss [Roll Forward]
Balance at beginning of year	$ 10,371	$ 9,067	$ 9,031
Provision for independent operator notes and receivables	(473)	2,741	1,029
Cumulative effect of accounting change	(439)	0	0
Write-off of provision for independent operator notes and receivables	(1,350)	(1,437)	(993)
Balance at end of year	$ 8,109	$ 10,371	$ 9,067

Independent Operator Notes and Receivables - Credit Quality Indicators (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Financing Receivable, Credit Quality Indicator [Line Items]
2020	$ 13,859
2019	12,450
2018	6,936
2017	2,568
2016	1,155
Prior	270
Total	37,238	$ 31,952
TCAP
Financing Receivable, Credit Quality Indicator [Line Items]
2020	1,375
2019	2,321
2018	1,333
2017	186
2016	194
Prior	0
Total	5,409
Non-TCAP
Financing Receivable, Credit Quality Indicator [Line Items]
2020	3,856
2019	5,693
2018	5,603
2017	2,382
2016	961
Prior	270
Total	18,765
New store
Financing Receivable, Credit Quality Indicator [Line Items]
2020	8,628
2019	4,436
2018	0
2017	0
2016	0
Prior	0
Total	$ 13,064

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Property, Plant and Equipment [Line Items]
Property and Equipment, At Cost	$ 639,753	$ 516,502
Accumulated Depreciation and Amortization	(206,101)	(159,888)
Property and Equipment, Net	433,652	356,614
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and Equipment, At Cost	275,586	225,496
Accumulated Depreciation and Amortization	(70,999)	(53,733)
Property and Equipment, Net	204,587	171,763
Fixtures and equipment
Property, Plant and Equipment [Line Items]
Property and Equipment, At Cost	330,338	274,523
Accumulated Depreciation and Amortization	(134,820)	(105,886)
Property and Equipment, Net	195,518	168,637
Other
Property, Plant and Equipment [Line Items]
Property and Equipment, At Cost	376	383
Accumulated Depreciation and Amortization	(282)	(269)
Property and Equipment, Net	94	114
Construction in progress
Property, Plant and Equipment [Line Items]
Property and Equipment, At Cost	33,453	16,100
Accumulated Depreciation and Amortization	0	0
Property and Equipment, Net	$ 33,453	$ 16,100

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Property, Plant and Equipment [Abstract]
Impairment charges	$ 0.0	$ 0.5	$ 0.6

Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	$ 50,749	$ 42,906	$ 37,052
Cost of sales
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	1,299	1,210	1,265
Operating expenses
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	$ 49,450	$ 41,696	$ 35,787

Leases - Narrative (Details) $ in Thousands	12 Months Ended
Leases - Narrative (Details) $ in Thousands	Dec. 29, 2018 USD ($)	Jan. 02, 2021	Jan. 02, 2021 USD ($)	Jan. 02, 2021 store	Jan. 02, 2021 retailStoreLease	Jan. 02, 2021 warehouse	Dec. 28, 2019 USD ($)	Dec. 28, 2019 store	Dec. 28, 2019 warehouse
Lessee, Lease, Description [Line Items]
Number of leases \| retailStoreLease					1
Number of stores \| store				380
Operating lease right-of-use assets			$ 835,397				$ 734,327
Operating lease liability			924,059
Leases not yet commenced, total undiscounted future lease payments			200,400
Operating lease, term of contract		15 years
Operating sublease, payments due			6,400
Rent expense	$ 86,000
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		15	1
Operating lease right-of-use assets			39,800				42,500
Operating lease liability			$ 44,300				$ 46,700
Number of leases not yet commenced \| retailStoreLease					37

Leases - Balance Sheet Classification of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Assets, Lessee [Abstract]
Operating lease right-of-use assets	$ 835,397	$ 734,327
Finance lease other assets	5,973	5,904
Total lease assets	841,370	740,231
Lease, Liability, Current [Abstract]
Operating lease, liability, current	47,730	37,923
Finance lease, liability, current	945	322
Lease, Liability, Noncurrent [Abstract]
Operating lease, liability, noncurrent	876,329	762,105
Finance lease, liability, noncurrent	5,109	5,651
Total lease liabilities	$ 930,113	$ 806,001
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets	us-gaap:OtherAssets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	go:leaseliabilitycurrent	go:leaseliabilitycurrent
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	go:leaseliabilitycurrent	go:leaseliabilitycurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	go:leaseliabilitynoncurrent	go:leaseliabilitynoncurrent
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	go:leaseliabilitynoncurrent	go:leaseliabilitynoncurrent

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019
Leases [Abstract]
Operating lease cost	$ 112,096	$ 99,237
Finance lease cost:
Amortization of right-of-use assets	964	817
Interest on finance leases	376	263
Variable lease cost	700	668
Sublease income	(972)	(1,248)
Net lease cost	$ 113,164	$ 99,737

Leases - Maturity of Lease Liabilities (Details) $ in Thousands	Jan. 02, 2021 USD ($)
Operating Leases
2021	$ 112,249
2022	113,556
2023	113,351
2024	112,763
2025	111,191
Thereafter	818,237
Total lease payments	1,381,347
Less: Imputed interest	(457,288)
Present value of lease liabilities	924,059
Finance Leases
2021	1,279
2022	1,226
2023	1,124
2024	1,058
2025	827
Thereafter	1,862
Total lease payments	7,376
Less: Imputed interest	(1,322)
Present value of lease liabilities	6,054
Total
2021	113,528
2022	114,782
2023	114,475
2024	113,821
2025	112,018
Thereafter	820,099
Total lease payments	$ 1,388,723
Operating Lease, Liability, Statement of Financial Position [Extensible List]	go:leaseliability
Finance Lease, Liability, Statement of Financial Position [Extensible List]	go:leaseliability

Leases - Lease Term and Discount Rate (Details)	Jan. 02, 2021	Dec. 28, 2019
Weighted-average remaining lease term:
Operating leases	12 years	12 years 3 months 18 days
Finance leases	6 years 8 months 12 days	7 years 7 months 6 days
Weighted-average discount rate:
Operating leases	6.91%	7.41%
Finance leases	6.08%	6.35%

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019
Lessee, Lease, Description [Line Items]
Operating cash flows from operating leases	$ 101,245	$ 88,362
Leased assets obtained in exchange for new operating lease liabilities	166,018	155,986
Cumulative Effect, Period of Adoption, Adjustment
Lessee, Lease, Description [Line Items]
Leased assets obtained in exchange for new operating lease liabilities	$ 0	$ 664,882

Goodwill and Intangible Assets - Information Regarding Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 83,268	$ 78,978
Accumulated Amortization	(42,586)	(37,546)
Net Carrying Amount	40,682	41,432
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	90,812	85,338
Accumulated Amortization	(42,586)	(37,546)
Net Carrying Amount	48,226	47,792
Goodwill	747,943	747,943
Intangible Assets, Net (Including Goodwill) [Abstract]
Gross Carrying Amount	838,755	833,281
Accumulated Amortization	(42,586)	(37,546)
Net Carrying Amount	796,169	795,735
Liquor licenses
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	7,544	6,360
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	58,400	58,400
Accumulated Amortization	(24,218)	(20,324)
Net Carrying Amount	34,182	38,076
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(24,218)	(20,324)
Intangible Assets, Net (Including Goodwill) [Abstract]
Accumulated Amortization	(24,218)	(20,324)
Customer lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		160
Accumulated Amortization		(160)
Net Carrying Amount		0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization		(160)
Intangible Assets, Net (Including Goodwill) [Abstract]
Accumulated Amortization		(160)
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	24,868	20,418
Accumulated Amortization	(18,368)	(17,062)
Net Carrying Amount	6,500	3,356
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(18,368)	(17,062)
Intangible Assets, Net (Including Goodwill) [Abstract]
Accumulated Amortization	$ (18,368)	$ (17,062)

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 6.5	$ 6.7	$ 10.0
Goodwill and intangible asset impairment	$ 0.0	$ 0.0	$ 0.0

Goodwill and Intangible Assets - Estimated Future Amortization Expense Related to Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 6,976
2022	5,517
2023	4,735
2024	4,003
2025	4,002
Thereafter	15,449
Net Carrying Amount	$ 40,682	$ 41,432

Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Debt Instrument [Line Items]
Long-term debt, gross	$ 460,000	$ 460,434
Less: Unamortized debt discounts and debt issuance costs	(10,767)	(12,445)
Long-term debt, less unamortized debt discounts and debt issuance costs	449,233	447,989
Less: Current portion	0	(246)
Long-term debt, net	449,233	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	$ 0	$ 246

Long-term Debt - Narrative (Details)						3 Months Ended		12 Months Ended
Long-term Debt - Narrative (Details)	Mar. 19, 2020 USD ($)	Jan. 24, 2020 USD ($)	Oct. 23, 2019 USD ($)	Jul. 23, 2019 USD ($)	Jun. 24, 2019 USD ($)	Mar. 28, 2020 USD ($)	Sep. 28, 2019 USD ($)	Jan. 02, 2021 USD ($)	Dec. 28, 2019 USD ($)	Dec. 29, 2018 USD ($)	Oct. 22, 2018 USD ($)
Debt Instrument [Line Items]
Write off of debt issuance costs							$ 300,000	$ 74,000	$ 4,110,000	$ 3,459,000
Debt modification costs							$ 200,000	124,000	150,000	1,794,000
Write off of loan discounts								0	1,374,000	$ 0
First Lien Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity											$ 100,000,000.0
Outstanding debt								0	$ 0
Proceeds from revolving credit facility	$ 90,000,000.0
Borrowing capacity available								$ 96,500,000
Secured leverage ratio								7.00
Threshold to test ratio								$ 10,000,000.0
Threshold to test ratio, percentage of revolving credit facility commitments								35.00%
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
First Lien Credit Agreement \| Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity											20,000,000.0
First Lien Credit Agreement \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount											725,000,000.0
Repayments of long-term debt			$ 15,000,000.0		$ 248,000,000.0
Debt instrument, periodic payment, interest					3,800,000
Term Loan Maturing October 22, 2025 \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount				$ 475,200,000
Repayments of long-term debt			$ 15,000,000.0
Interest rate at period end		2.90%
Term Loan Maturing October 22, 2025 \| Senior Notes \| Minimum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate				3.50%
Term Loan Maturing October 22, 2025 \| Senior Notes \| Minimum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate				2.50%
Term Loan Maturing October 22, 2025 \| Senior Notes \| Maximum \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate				3.25%
Term Loan Maturing October 22, 2025 \| Senior Notes \| Maximum \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate				2.25%
Second Lien Credit Agreement \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount											$ 150,000,000.0
Repayments of long-term debt					150,000,000.0
Debt instrument, periodic payment, interest					3,600,000
Write off of debt issuance costs					3,800,000
Write off of loan discounts					$ 1,400,000
Second Replacement Term Loan \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 460,000,000.0
Debt modification costs						$ 100,000
Second Replacement Term Loan \| Senior Notes \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate		2.75%
Second Replacement Term Loan \| Senior Notes \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.75%

Long-term Debt - Schedule of Principal Maturities (Details) $ in Thousands	Jan. 02, 2021 USD ($)
Debt Disclosure [Abstract]
Fiscal 2021	$ 0
Fiscal 2022	0
Fiscal 2023	0
Fiscal 2024	0
Fiscal 2025	460,000
Thereafter	0
Total	$ 460,000

Long-term Debt - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Debt Disclosure [Abstract]
Interest on loans	$ 19,113	$ 45,259	$ 52,569
Amortization of debt issuance costs	2,289	2,367	4,024
Interest on finance leases	376	263
Interest on finance leases			117
Other	32	51	2
Interest income	(1,767)	(2,013)	(1,350)
Interest expense, net	$ 20,043	$ 45,927	$ 55,362

Long-term Debt - Debt Extinguishment and Modification Costs (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 28, 2019	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Debt Disclosure [Abstract]
Write off of debt issuance costs	$ 300	$ 74	$ 4,110	$ 3,459
Debt modification costs	$ 200	124	150	1,794
Write off of loan discounts		0	1,374	0
Debt extinguishment and modification costs		$ 198	$ 5,634	$ 5,253

Share-based Awards - Narrative (Details) - USD ($) $ in Thousands					12 Months Ended
	Apr. 28, 2020	Apr. 27, 2020	Feb. 03, 2020	Jun. 04, 2019	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares available for issuance (in shares)					460,078
Intrinsic value of stock options exercised					$ 165,800
Share-based compensation					38,084	$ 31,439	$ 10,409
Payments of dividends					400	3,600
June 23, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payments of dividends							8,700
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Share-based compensation					4,900	2,100	400
Unamortized compensation cost					$ 8,400
Unamortized compensation cost, weighted average period					2 years 3 months 3 days
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					3 years
Share-based compensation					$ 3,700
Unamortized compensation cost					$ 11,400
Unamortized compensation cost, weighted average period					2 years
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages					0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages					200.00%
PSUs \| Below Minimum Target Level
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages					0.00%
PSUs \| Minimum Target Level
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages					50.00%
PSUs \| Target Level
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages					100.00%
PSUs \| Maximum Target Level
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages					200.00%
PSUs \| Above Maximum Target Level
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target percentages					200.00%
Time-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of stock options exercised					$ 68,700	20,800	$ 100
Share-based compensation					3,000	$ 25,700
Unamortized compensation cost					$ 6,700
Unamortized compensation cost, weighted average period					2 years 6 months
Time-based options granted prior to IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized compensation cost					$ 5,900
Performance-based stock options
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
Time Based Stock Options and Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized compensation cost					$ 400
2019 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)				4,597,862
Percent of common stock outstanding				4.00%
Share of common stock reserved for issuance (in shares)					5,057,940
Aggregate shares reserved for issuance (in shares)					3,076,015

Share-based Awards - Weighted-Average Fair Value for Time-Based and Performance-Based Options and RSUs Granted (Details) - $ / shares	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Time-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value (in usd per share)		$ 7.61	$ 2.96
Performance-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value (in usd per share)		5.78	4.65
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value (in usd per share)	$ 37.07	$ 27.13	$ 10.36
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value (in usd per share)	$ 36.90

Share-based Awards - Assumptions Used to Estimate Fair Values of Time-Based Options (Details) - Time-based stock options - $ / shares	12 Months Ended
	Dec. 28, 2019	Dec. 29, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in usd per share)	$ 21.66	$ 11.98
Volatility	30.20%	35.00%
Risk-free interest rate	1.90%	2.60%
Dividend yield	0.00%	0.00%
Expected term (in years)	6 years 9 months 29 days	2 years 9 months 18 days

Share-based Awards - Summary of Stock Option Activity (Details) - $ / shares			12 Months Ended
	Apr. 27, 2020	Feb. 03, 2020	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018	Oct. 22, 2018
Number of Options
Exercised (in shares)	(269,000)	(191,470)
Time-Based Options
Number of Options
Options outstanding, beginning balance (in shares)			6,243,667	5,798,375	5,528,836
Granted (in shares)			0	1,363,822	334,535
Exercised (in shares)			(2,326,219)	(817,051)	(2,946)
Forfeitures (in shares)			(52,676)	(101,479)	(62,050)
Options outstanding, ending balance (in shares)			3,864,772	6,243,667	5,798,375
Total vested and expected to vest (in shares)			2,309,467
Weighted-Average Exercise Price
Weighted-average exercise price, beginning balance (in usd per share)			$ 10.57	$ 7.53	$ 7.27
Granted (in usd per share)			0	21.66	11.98
Exercised (in usd per share)			7.29	7.21	8.47
Forfeitures (in usd per share)			20.63	12.72	8.10
Weighted-average exercise price, ending balance (in usd per share)			12.42	$ 10.57	$ 7.53
Total vested and expected to vest, weighted average exercise price (in usd per share)			$ 7.45
Performance-Based Options
Number of Options
Options outstanding, beginning balance (in shares)			5,777,121	5,795,330	5,525,860
Granted (in shares)			0	99,788	334,536
Exercised (in shares)			(3,438,470)	0	0
Forfeitures (in shares)			(13,071)	(117,997)	(65,066)
Options outstanding, ending balance (in shares)			2,325,580	5,777,121	5,795,330
Total vested and expected to vest (in shares)			2,325,580
Weighted-Average Exercise Price
Weighted-average exercise price, beginning balance (in usd per share)			$ 4.57	$ 4.40	$ 6.11
Granted (in usd per share)			0	17.29	11.98
Exercised (in usd per share)			4.55	0	0
Forfeitures (in usd per share)			16.47	7.15	6.81
Weighted-average exercise price, ending balance (in usd per share)			4.54	$ 4.57	$ 4.40
Total vested and expected to vest, weighted average exercise price (in usd per share)			$ 4.54
Downward adjustment in weighted average price due to dividends declared (in usd per share)						$ 2.10

Share-based Awards - Summary of RSU and PSU Activity (Details)	12 Months Ended
	Jan. 02, 2021 $ / shares shares	Dec. 28, 2019 $ / shares shares	Dec. 29, 2018 $ / shares shares
RSUs
Number of Shares
Unvested, beginning balance (in shares)	190,872	80,820	100,804
Granted (in shares)	277,496	195,135	34,200
Vested (in shares)	(115,030)	(76,841)	(54,184)
Forfeitures (in shares)	(11,496)	(8,242)	0
Unvested, ending balance (in shares)	341,842	190,872	80,820
Weighted-Average Grant Date Fair Value
Unvested, beginning balance (in usd per share) \| $ / shares	$ 22.89	$ 8.80	$ 7.51
Granted (in usd per share) \| $ / shares	37.07	27.13	10.36
Vested (in usd per share) \| $ / shares	19.74	18.06	7.39
Forfeitures (in usd per share) \| $ / shares	31.78	30.03	0
Unvested, ending balance (in usd per share) \| $ / shares	$ 35.16	$ 22.89	$ 8.80
PSUs
Number of Shares
Unvested, beginning balance (in shares)	0
Granted (in shares)	272,640
Adjustment for expected performance achievement	135,821
Vested (in shares)	0
Forfeitures (in shares)	(999)
Unvested, ending balance (in shares)	407,462	0
Weighted-Average Grant Date Fair Value
Unvested, 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
Unvested, ending balance (in usd per share) \| $ / shares	$ 36.90	$ 0
Performance target level, percentage	1
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Adjustments, Weighted Average Grant Date Fair Value \| $ / shares	$ 36.90
PSUs \| Pro Forma
Number of Shares
Adjustment for expected performance achievement	135,820

Retirement Plans (Details) - USD ($)	12 Months Ended
Retirement Plans (Details) - USD ($)	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Payments into plan	$ 600,000	$ 400,000	$ 400,000
Payments into the Benefits Fund	$ 1,400,000	$ 1,200,000	1,100,000
Percentage of contribution (less than)	5.00%
Surcharges to the Fund	$ 0
Defined contribution plan, employer matching contribution, percent of match	35.00%
Defined contribution plan, maximum percentage of employee gross	6.00%
Deferred Profit Sharing
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Percentage of employer contribution, deferred compensation plan		1500.00%
Nonunion Employee Retirement and Profit-Sharing Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Expenses for contribution plan	$ 6,100,000	$ 4,400,000	$ 3,600,000
Retirement Plan for Warehouse Employees
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Percentage of employer contribution, defined contribution plan	15.00%

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018	Dec. 30, 2017
Components Of Income Tax Expense [Line Items]
Provisional tax benefit associated with the Tax Act				$ (5,400)
Income before income taxes	$ 87,134	$ 16,782	$ 21,852
Federal Income Tax
Components Of Income Tax Expense [Line Items]
Net operating loss carryforwards	238,500
Net operating loss carryforwards, subject to expiration	103,900
Net operating loss carryforwards, not subject to expiration	134,600
State Income Tax
Components Of Income Tax Expense [Line Items]
Net operating loss carryforwards	$ 80,000

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Current:
Federal	$ (285)	$ 52	$ (200)
State	284	439	353
Total current	(1)	491	153
Deferred:
Federal	(14,682)	247	4,523
State	(4,896)	625	1,308
Total deferred	(19,578)	872	5,831
Income tax expense (benefit)	$ (19,579)	$ 1,363	$ 5,984

- Definition

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

+ References + Details

Income Taxes - Income Tax Rate Reconciliation (Details)	12 Months Ended
Income Taxes - Income Tax Rate Reconciliation (Details)	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Income Tax Disclosure [Abstract]
Taxes at federal statutory rates	21.00%	21.00%	21.00%
State income taxes net of federal benefit	(4.20%)	5.20%	6.00%
Excess federal tax benefits from exercise and vest of share-based awards	(40.30%)	(21.40%)	0.00%
Other	1.00%	3.30%	0.40%
Effective income tax rate	(22.50%)	8.10%	27.40%

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 02, 2021	Dec. 28, 2019
Deferred tax assets:
Accrued compensation	$ 6,362	$ 3,411
Share-based compensation expense	8,891	6,323
Inventory	4,594	4,216
Transaction costs	1,152	1,334
Lease liability obligation	258,093	221,747
Net operating loss and other carryforwards	58,596	24,936
Reserves and allowances	3,092	3,974
Interest expense carryforward	0	1,103
Other	4,194	1,176
Total deferred tax assets	344,974	268,220
Deferred tax liabilities:
Prepaid expenses	(1,096)	(1,042)
Depreciation and amortization	(64,814)	(43,213)
Intangible assets	(7,802)	(8,417)
Right-of-use assets	(234,022)	(203,065)
Goodwill	(32,691)	(27,230)
Debt transaction costs	(1,020)	(1,273)
Total deferred tax liabilities	(341,445)	(284,240)
Net deferred tax assets (liabilities)	$ 3,529
Net deferred tax assets (liabilities)		$ (16,020)

Related Party Transactions (Details) $ in Thousands	12 Months Ended
Related Party Transactions (Details) $ in Thousands	Jan. 02, 2021 USD ($) store	Dec. 28, 2019 USD ($) warehouse	Dec. 29, 2018 USD ($)
Related Party Transaction [Line Items]
Number of stores \| store	380
Aggregate annual lease payments	$ 101,245	$ 88,362
Operating lease cost	112,096	99,237
Accounts and financing receivable, before allowance for credit loss	40,992	37,705
Independent operator commissions	$ 200	$ 700	$ 300
Affiliated Entity
Related Party Transaction [Line Items]
Number of stores	15	1
Aggregate annual lease payments	$ 6,000	$ 6,100	$ 6,600
Operating lease cost	$ 100

Earnings Per Share - Earnings Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands			3 Months Ended								12 Months Ended
	Apr. 27, 2020	Feb. 03, 2020	Jan. 02, 2021	Sep. 26, 2020	Jun. 27, 2020	Mar. 28, 2020	Dec. 28, 2019	Sep. 28, 2019	Jun. 29, 2019	Mar. 30, 2019	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Numerator
Net income attributable to common stockholders			$ 24,264	$ 40,474	$ 29,333	$ 12,642	$ 9,832	$ 12,445	$ (10,632)	$ 3,774	$ 106,713	$ 15,419	$ 15,868
Denominator
Weighted-average shares of common stock - basic (in shares)											91,818	79,044	68,473
Effect of dilutive RSUs (in shares)											96	42	73
Effect of dilutive options (in shares)											6,538	2,777	0
Weighted average shares of common stock - diluted (in shares)											98,452	81,863	68,546
Earnings per share attributable to common stockholders:
Basic (in usd per share)			$ 0.26	$ 0.44	$ 0.32	$ 0.14	$ 0.11	$ 0.14	$ (0.15)	$ 0.06	$ 1.16	$ 0.20	$ 0.24
Diluted (in usd per share)			$ 0.24	$ 0.41	$ 0.30	$ 0.13	$ 0.11	$ 0.13	$ (0.15)	$ 0.06	$ 1.08	$ 0.19	$ 0.23
Performance-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested (in shares)	1,700	4,100

Earnings Per Share - Anti-dilutive Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Earnings (Net Loss) Per Share (Details) - shares shares in Thousands	12 Months Ended
	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,239	732	0
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,239	50	0
Time-based 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	682	0

Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 02, 2021	Sep. 26, 2020	Jun. 27, 2020	Mar. 28, 2020	Dec. 28, 2019	Sep. 28, 2019	Jun. 29, 2019	Mar. 30, 2019	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Quarterly Financial Information Disclosure [Abstract]
Net sales	$ 806,821	$ 764,082	$ 803,429	$ 760,308	$ 655,517	$ 652,540	$ 645,289	$ 606,271	$ 3,134,640	$ 2,559,617	$ 2,287,660
Gross Profit	244,387	238,183	253,751	237,026	200,278	201,087	198,720	187,017	973,347	787,102	695,397
Income from operations	27,828	30,315	32,359	16,873	17,004	23,948	5,735	21,656	107,375	68,343	82,467
Net income (loss)	$ 24,264	$ 40,474	$ 29,333	$ 12,642	$ 9,832	$ 12,445	$ (10,632)	$ 3,774	$ 106,713	$ 15,419	$ 15,868
Basic earnings per share (in usd per share)	$ 0.26	$ 0.44	$ 0.32	$ 0.14	$ 0.11	$ 0.14	$ (0.15)	$ 0.06	$ 1.16	$ 0.20	$ 0.24
Diluted earnings per share (in usd per share)	$ 0.24	$ 0.41	$ 0.30	$ 0.13	$ 0.11	$ 0.13	$ (0.15)	$ 0.06	$ 1.08	$ 0.19	$ 0.23

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

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Schedule I—Condensed Financial Information of Registrant - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018	Dec. 30, 2017
Condensed Financial Statements, Captions [Line Items]
Total assets	$ 2,485,624	$ 2,185,529
Total liabilities	1,563,317	1,440,145
Common stock - par value $0.001, voting and nonvoting common stock	95	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	787,047	717,282
Retained earnings	135,165	28,013
Total stockholders’ equity	922,307	745,384	$ 299,951	$ 427,133
Total liabilities and stockholders’ equity	$ 2,485,624	$ 2,185,529
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)	94,854,336	89,005,062
Common stock, outstanding (in shares)	94,854,336	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
Parent Company
Condensed Financial Statements, Captions [Line Items]
Investment in wholly owned subsidiary	$ 923,816	$ 746,628
Total assets	923,816	746,628
Intercompany payable	1,509	1,244
Total liabilities	1,509	1,244
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	787,047	717,282
Retained earnings	135,165	28,013
Total stockholders’ equity	922,307	745,384
Total liabilities and stockholders’ equity	$ 923,816	$ 746,628
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
Parent Company \| Common Stock
Condensed Financial Statements, Captions [Line Items]
Common stock - par value $0.001, voting and nonvoting common stock	$ 95	$ 89
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)	94,854,336	89,005,062
Common stock, outstanding (in shares)	94,854,336	89,005,062

Schedule I—Condensed Financial Information of Registrant - Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 02, 2021	Sep. 26, 2020	Jun. 27, 2020	Mar. 28, 2020	Dec. 28, 2019	Sep. 28, 2019	Jun. 29, 2019	Mar. 30, 2019	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Condensed Financial Statements, Captions [Line Items]
Operating expenses									$ 865,972	$ 718,759	$ 612,930
Income from operations	$ 27,828	$ 30,315	$ 32,359	$ 16,873	$ 17,004	$ 23,948	$ 5,735	$ 21,656	107,375	68,343	82,467
Income before income taxes									87,134	16,782	21,852
Net income and comprehensive income	$ 24,264	$ 40,474	$ 29,333	$ 12,642	$ 9,832	$ 12,445	$ (10,632)	$ 3,774	106,713	15,419	15,868
Comprehensive income (loss)									106,713	15,419	15,868
Parent Company
Condensed Financial Statements, Captions [Line Items]
Operating expenses									265	273	216
Income from operations									(265)	(273)	(216)
Income before income taxes									(265)	(273)	(216)
Equity in net income of subsidiary, net of tax									106,978	15,692	16,084
Net income and comprehensive income									106,713	15,419	15,868
Comprehensive income (loss)									$ 106,713	$ 15,419	$ 15,868

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

+ References

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Schedule I—Condensed Financial Information of Registrant - Cash Flow (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jan. 02, 2021	Sep. 26, 2020	Jun. 27, 2020	Mar. 28, 2020	Dec. 28, 2019	Sep. 28, 2019	Jun. 29, 2019	Mar. 30, 2019	Jan. 02, 2021	Dec. 28, 2019	Dec. 29, 2018
Cash flows from operating activities:
Net income (loss)	$ 24,264	$ 40,474	$ 29,333	$ 12,642	$ 9,832	$ 12,445	$ (10,632)	$ 3,774	$ 106,713	$ 15,419	$ 15,868
Changes in operating assets and liabilities:
Net cash provided by operating activities									181,237	132,835	105,811
Cash flows from investing activities:
Net cash provided by (used in) investing activities									(133,786)	(108,019)	(73,550)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts paid									0	407,666	0
Proceeds from exercise of share-based compensation awards									32,604	4,444	29
Payments made for net settlement of employee share-based awards									(483)	(2,813)	(34)
Other direct costs paid related to the initial public offering									0	(7,062)	0
Dividend paid to shareholders									(434)	(3,645)	(153,587)
Net cash provided by (used in) financing activities									29,774	(17,778)	(16,999)
Net increase in cash and cash equivalents									77,225	7,038	15,262
Cash and cash equivalents - Beginning of the period				28,101				21,063	28,101	21,063	5,801
Cash and cash equivalents at end of period	105,326				28,101				105,326	28,101	21,063
Parent Company
Cash flows from operating activities:
Net income (loss)									106,713	15,419	15,868
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income of subsidiary									(106,978)	(15,692)	(16,084)
Dividend received from subsidiary (return on capital)									0	0	27,351
Changes in operating assets and liabilities:
Other current assets									0	497	(497)
Net cash provided by operating activities									(265)	224	26,638
Cash flows from investing activities:
Investment in subsidiary									(32,121)	(402,050)	0
Dividend received from subsidiary (return of capital)									0	0	126,236
Net cash provided by (used in) investing activities									(32,121)	(402,050)	126,236
Cash flows from financing activities:
Intercompany payables									265	(409)	718
Proceeds from initial public offering, net of underwriting discounts paid									0	407,666	0
Proceeds from exercise of share-based compensation awards									32,604	4,444	29
Payments made for net settlement of employee share-based awards									(483)	(2,813)	(34)
Other direct costs paid related to the initial public offering									0	(7,062)	0
Dividend paid to shareholders									0	0	(153,587)
Net cash provided by (used in) financing activities									32,386	401,826	(152,874)
Net increase in cash and cash equivalents									0	0	0
Cash and cash equivalents - Beginning of the period				$ 0				$ 0	0	0	0
Cash and cash equivalents at end of period	$ 0				$ 0				$ 0	$ 0	$ 0

Schedule I—Condensed Financial Information of Registrant - Additional Information (Details) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 27, 2020 USD ($) shares	Feb. 03, 2020 USD ($) shares	Jun. 24, 2019 USD ($) $ / shares shares	Jun. 06, 2019	Oct. 31, 2019 USD ($) shares	Sep. 28, 2019 USD ($)	Jan. 02, 2021 USD ($) shares	Dec. 28, 2019 USD ($) shares	Dec. 29, 2018 USD ($) shares
Condensed Financial Statements, Captions [Line Items]
Stock split, conversion ratio				1.403
Proceeds from initial public offering, net of underwriting discounts paid							$ 0	$ 407,666	$ 0
Payments of stock issuance costs							0	7,062	0
Offering costs incurred		$ 1,100					1,000	1,100
Proceeds from stock options exercised	$ 1,600	$ 1,400
Exercised (in shares) \| shares	269,000	191,470
Share-based payment arrangement, expense							$ 38,084	$ 31,439	$ 10,409
Performance-based stock options
Condensed Financial Statements, Captions [Line Items]
Exercised (in shares) \| shares							3,438,470	0	0
Number of shares vested (in shares) \| shares	1,700,000	4,100,000
Share-based payment arrangement, expense	$ 7,600	$ 18,500
IPO
Condensed Financial Statements, Captions [Line Items]
Issuance of shares (in shares) \| shares			19,765,625		451,470
Sale of stock (in usd per share) \| $ / shares			$ 22.00
Proceeds from initial public offering, net of underwriting discounts paid			$ 407,700		$ 3,200
Underwriting discounts and commissions			$ 27,100
Payments of stock issuance costs						$ 7,200
Parent Company
Condensed Financial Statements, Captions [Line Items]
Dividends paid to registrant								$ 153,600
Dividend received from subsidiary (return on capital)							$ 0	0	$ 27,351
Dividend received from subsidiary (return of capital)							0	0	126,236
Proceeds from initial public offering, net of underwriting discounts paid							0	407,666	0
Payments of stock issuance costs							$ 0	7,062	$ 0
Parent Company \| Globe Intermediate Corp.
Condensed Financial Statements, Captions [Line Items]
Ownership percentage							100.00%
Dividends paid to registrant								$ 153,600
Parent Company \| GOBP Holdings, Inc.
Condensed Financial Statements, Captions [Line Items]
Ownership percentage							100.00%
Parent Company \| GOBP Midco, Inc.
Condensed Financial Statements, Captions [Line Items]
Ownership percentage							100.00%
Parent Company \| Grocery Outlet Inc.
Condensed Financial Statements, Captions [Line Items]
Ownership percentage							100.00%