Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 28, 2019 | |
Entity Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Grocery Outlet Holding Corp. |
Entity Central Index Key | 0001771515 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | CA |
Entity Tax Identification Number | 47-1874201 |
Entity Primary SIC Number | 5411 |
Business Contact [Member] | |
Entity Information [Line Items] | |
Contact Personnel Name | Pamela B. Burke |
Entity Address, Address Line One | 5650 Hollis Street |
Entity Address, City or Town | Emeryville |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 94608 |
City Area Code | 510 |
Local Phone Number | 845-1999 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 44,020 | $ 21,063 | $ 5,801 |
Independent operator receivables and current portion of independent operator notes, net of allowance | 6,594 | 5,056 | 4,495 |
Other accounts receivable, net of allowance | 3,116 | 2,069 | 2,187 |
Merchandise inventories | 206,418 | 198,304 | 183,012 |
Prepaid rent-related party | 512 | 512 | 567 |
Prepaid expenses and other current assets | 17,331 | 13,368 | 11,494 |
Total current assets | 277,991 | 240,372 | 207,556 |
Independent operator notes, net of allowance | 18,268 | 13,646 | 7,489 |
Property and equipment-net | 340,263 | 304,032 | 277,746 |
Operating lease right-of-use asset | 680,178 | ||
Intangible assets-net | 64,091 | 68,824 | 75,665 |
Goodwill | 747,943 | 747,943 | 747,943 |
Other assets | 6,112 | 2,045 | 1,472 |
Total assets | 2,134,846 | 1,376,862 | 1,317,871 |
Current liabilities: | |||
Trade accounts payable | 116,486 | 98,123 | 95,555 |
Accrued expenses | 33,364 | 31,194 | 15,997 |
Accrued compensation | 12,927 | 10,795 | 11,370 |
Current portion of long-term debt | 267 | 7,349 | 5,384 |
Current lease liability | 39,046 | 0 | |
Income and other taxes payable | 4,141 | 3,463 | 3,026 |
Total current liabilities | 206,231 | 150,924 | 131,332 |
Long-term liabilities: | |||
Long-term debt-net | 462,251 | 850,019 | 705,502 |
Deferred income taxes | 15,924 | 15,135 | 9,304 |
Lease liability | 719,562 | 0 | |
Deferred rent | 0 | 60,833 | 44,600 |
Total liabilities | 1,403,968 | 1,076,911 | 890,738 |
Commitments and contingencies | |||
Capital stock: | |||
Series A Preferred stock | 0 | 0 | |
Additional capital | 712,987 | 287,457 | 403,289 |
Retained earnings | 17,803 | 12,426 | 23,776 |
Total stockholders' equity | 730,878 | 299,951 | 427,133 |
Total liabilities and stockholders' equity | 2,134,846 | 1,376,862 | 1,317,871 |
Common Stock | |||
Capital stock: | |||
Common stock | $ 88 | 67 | 67 |
Nonvoting Common | |||
Capital stock: | |||
Common stock | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Independent operator receivables and current portion of independent operator notes, allowance | $ 1,274 | $ 1,141 | $ 2,049 |
Other accounts receivable, allowance | 16 | 24 | 66 |
Independent operator notes, allowance | $ 9,195 | $ 7,926 | $ 6,982 |
Common stock, authorized (shares) | 500,000,000 | ||
Series A Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Series A Preferred stock, shares authorized (shares) | 50,000,000 | 1 | 1 |
Series A Preferred stock, shares issued (shares) | 0 | 1 | 1 |
Series A Preferred stock, shares outstanding (shares) | 0 | 1 | 1 |
Common Stock | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized (shares) | 500,000,000 | 107,536,215 | 107,536,215 |
Common stock, issued (shares) | 88,372,134 | 67,435,288 | 67,381,104 |
Common stock, outstanding (shares) | 88,372,134 | 67,435,288 | 67,381,104 |
Nonvoting Common | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized (shares) | 0 | 17,463,785 | 17,463,785 |
Common stock, issued (shares) | 0 | 1,038,413 | 1,038,413 |
Common stock, outstanding (shares) | 0 | 1,038,413 | 1,038,413 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net sales | $ 652,540 | $ 576,844 | $ 1,904,100 | $ 1,702,460 | $ 2,287,660 | $ 2,075,465 | $ 1,831,531 |
Cost of sales | 451,453 | 401,295 | 1,317,276 | 1,183,227 | 1,592,263 | 1,443,582 | 1,270,354 |
Gross profit | 201,087 | 175,549 | 586,824 | 519,233 | 695,397 | 631,883 | 561,177 |
Operating expenses: | |||||||
Selling, general and administrative | 161,047 | 139,863 | 471,542 | 416,342 | 557,100 | 510,136 | 457,051 |
Depreciation and amortization | 13,200 | 11,478 | 38,090 | 33,891 | 45,421 | 43,152 | 37,152 |
Stock-based compensation | 2,892 | 121 | 25,853 | 384 | 10,409 | 1,659 | 2,905 |
Total operating expenses | 177,139 | 151,462 | 535,485 | 450,617 | 612,930 | 554,947 | 497,108 |
Income from operations | 23,948 | 24,087 | 51,339 | 68,616 | 82,467 | 76,936 | 64,069 |
Other expense: | |||||||
Interest expense, net | 7,342 | 13,526 | 39,232 | 40,412 | 55,362 | 49,698 | 47,147 |
Debt extinguishment and modification costs | 472 | 0 | 5,634 | 0 | 5,253 | 1,466 | 0 |
Total other expense | 7,814 | 13,526 | 44,866 | 40,412 | 60,615 | 51,164 | 47,147 |
Income before income taxes | 16,134 | 10,561 | 6,473 | 28,204 | 21,852 | 25,772 | 16,922 |
Income tax expense | 3,689 | 2,892 | 886 | 7,724 | 5,984 | 5,171 | 6,724 |
Net income (loss) | 12,445 | 7,669 | $ 5,587 | $ 20,480 | 15,868 | 20,601 | 10,198 |
Comprehensive income (loss) | $ 12,445 | $ 7,669 | $ 15,868 | $ 20,601 | $ 10,198 | ||
Basic earnings (net loss) per share (in usd per share) | $ 0.14 | $ 0.11 | $ 0.07 | $ 0.30 | $ 0.24 | $ 0.30 | $ 0.15 |
Diluted earnings (net loss) per share (in usd per share) | $ 0.13 | $ 0.11 | $ 0.07 | $ 0.30 | $ 0.23 | $ 0.30 | $ 0.15 |
Weighted average shares outstanding: | |||||||
Basic | 88,345 | 68,477 | 75,778 | 68,473 | 68,473 | 68,232 | 68,260 |
Diluted | 93,183 | 68,521 | 78,602 | 68,503 | 68,546 | 68,332 | 68,323 |
Unaudited pro forma basic earnings per share | $ 0.23 | ||||||
Unaudited pro forma diluted earnings per share | $ 0.23 | ||||||
Unaudited pro forma weighted average shares outstanding | |||||||
Unaudited pro forma basic (in shares) | 74,148 | ||||||
Unaudited pro forma diluted (in shares) | 74,221 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common StockVoting Common | Common StockNonvoting Common | Preferred Stock | Additional Paid-in Capital | Retained Earnings |
Shares, beginning of period at Jan. 02, 2016 | 67,319,361 | 1,087,322 | 1 | |||
Beginning of period at Jan. 02, 2016 | $ 479,784 | $ 67 | $ 1 | $ 0 | $ 486,739 | $ (7,023) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 61,743 | 1,015 | ||||
Issuance of common stock upon initial public offering, net of issuance costs | 172 | $ 0 | $ 0 | 172 | ||
Repurchase of shares (in shares) | (28,060) | |||||
Repurchase of shares | (253) | $ 0 | (253) | |||
Stock based compensation | 2,905 | 2,905 | ||||
Dividends | (86,454) | (86,454) | ||||
Net income (loss) | 10,198 | 10,198 | ||||
Comprehensive income (loss) | 10,198 | |||||
Shares, end of period at Dec. 31, 2016 | 67,381,104 | 1,060,277 | 1 | |||
End of period at Dec. 31, 2016 | 406,352 | $ 67 | $ 1 | $ 0 | 403,109 | 3,175 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 2,272 | |||||
Issuance of common stock upon initial public offering, net of issuance costs | 0 | $ 0 | ||||
Repurchase of shares (in shares) | (24,136) | |||||
Repurchase of shares | (172) | $ 0 | (172) | |||
Stock based compensation | 1,659 | 1,659 | ||||
Dividends | (1,307) | (1,307) | ||||
Net income (loss) | 20,601 | 20,601 | ||||
Comprehensive income (loss) | 20,601 | |||||
Shares, end of period at Dec. 30, 2017 | 67,381,104 | 1,038,413 | 1 | |||
End of period at Dec. 30, 2017 | 427,133 | $ 67 | $ 1 | $ 0 | 403,289 | 23,776 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares under stock incentive plans (in shares) | 54,184 | |||||
Issuance of shares under stock incentive plans | 0 | $ 0 | 0 | |||
Stock based compensation | 134 | 134 | ||||
Dividends | (79) | (79) | ||||
Net income (loss) | 5,525 | 5,525 | ||||
Comprehensive income (loss) | 5,525 | |||||
Shares, end of period at Mar. 31, 2018 | 67,435,288 | 1,038,413 | 1 | |||
End of period at Mar. 31, 2018 | 432,846 | $ 67 | $ 1 | $ 0 | 403,423 | 29,355 |
Shares, beginning of period at Dec. 30, 2017 | 67,381,104 | 1,038,413 | 1 | |||
Beginning of period at Dec. 30, 2017 | 427,133 | $ 67 | $ 1 | $ 0 | 403,289 | 23,776 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 20,480 | |||||
Shares, end of period at Sep. 29, 2018 | 67,437,388 | 1,038,413 | 1 | |||
End of period at Sep. 29, 2018 | 448,042 | $ 67 | $ 1 | $ 0 | 403,702 | 44,272 |
Shares, beginning of period at Dec. 30, 2017 | 67,381,104 | 1,038,413 | 1 | |||
Beginning of period at Dec. 30, 2017 | 427,133 | $ 67 | $ 1 | $ 0 | 403,289 | 23,776 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 54,184 | 2,946 | ||||
Issuance of common stock upon initial public offering, net of issuance costs | 29 | $ 0 | $ 0 | 29 | ||
Repurchase of shares (in shares) | (2,946) | |||||
Repurchase of shares | (34) | $ 0 | (34) | |||
Stock based compensation | 10,409 | 10,409 | ||||
Dividends | (153,587) | (126,236) | (27,351) | |||
Net income (loss) | 15,868 | 15,868 | ||||
Comprehensive income (loss) | 15,868 | |||||
Shares, end of period at Dec. 29, 2018 | 67,435,288 | 1,038,413 | 1 | |||
End of period at Dec. 29, 2018 | 299,951 | $ 67 | $ 1 | $ 0 | 287,457 | 12,426 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of accounting change | Accounting Standards Update 2014-09 [Member] | 133 | 133 | ||||
Shares, beginning of period at Mar. 31, 2018 | 67,435,288 | 1,038,413 | 1 | |||
Beginning of period at Mar. 31, 2018 | 432,846 | $ 67 | $ 1 | $ 0 | 403,423 | 29,355 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares under stock incentive plans (in shares) | 2,100 | |||||
Issuance of shares under stock incentive plans | 29 | $ 0 | 29 | |||
Stock based compensation | 129 | 129 | ||||
Dividends | (14) | (14) | ||||
Net income (loss) | 7,286 | 7,286 | ||||
Comprehensive income (loss) | 7,286 | |||||
Shares, end of period at Jun. 30, 2018 | 67,437,388 | 1,038,413 | 1 | |||
End of period at Jun. 30, 2018 | 440,276 | $ 67 | $ 1 | $ 0 | 403,581 | 36,627 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 121 | 121 | ||||
Dividends | (24) | (24) | ||||
Net income (loss) | 7,669 | 7,669 | ||||
Comprehensive income (loss) | 7,669 | |||||
Shares, end of period at Sep. 29, 2018 | 67,437,388 | 1,038,413 | 1 | |||
End of period at Sep. 29, 2018 | 448,042 | $ 67 | $ 1 | $ 0 | 403,702 | 44,272 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of accounting change | Accounting Standards Update 2014-09 [Member] | 133 | 133 | ||||
Shares, beginning of period at Dec. 29, 2018 | 67,435,288 | 1,038,413 | 1 | |||
Beginning of period at Dec. 29, 2018 | 299,951 | $ 67 | $ 1 | $ 0 | 287,457 | 12,426 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares under stock incentive plans (in shares) | 42,438 | |||||
Issuance of shares under stock incentive plans | 0 | $ 0 | 0 | |||
Stock based compensation | 211 | 211 | ||||
Dividends | (254) | (254) | ||||
Net income (loss) | 3,774 | 3,774 | ||||
Comprehensive income (loss) | 3,774 | |||||
Shares, end of period at Mar. 30, 2019 | 67,477,726 | 1,038,413 | 1 | |||
End of period at Mar. 30, 2019 | 303,851 | $ 67 | $ 1 | $ 0 | 287,668 | 16,115 |
Shares, beginning of period at Dec. 29, 2018 | 67,435,288 | 1,038,413 | 1 | |||
Beginning of period at Dec. 29, 2018 | 299,951 | $ 67 | $ 1 | $ 0 | 287,457 | 12,426 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 5,587 | |||||
Shares, end of period at Sep. 28, 2019 | 88,372,134 | 0 | 0 | |||
End of period at Sep. 28, 2019 | 730,878 | $ 88 | $ 0 | $ 0 | 712,987 | 17,803 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of accounting change | Accounting Standards Update 2016-02 | 169 | 169 | ||||
Shares, beginning of period at Mar. 30, 2019 | 67,477,726 | 1,038,413 | 1 | |||
Beginning of period at Mar. 30, 2019 | 303,851 | $ 67 | $ 1 | $ 0 | 287,668 | 16,115 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares under stock incentive plans (in shares) | 30,000 | |||||
Issuance of shares under stock incentive plans | 314 | 314 | ||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 19,765,625 | |||||
Issuance of common stock upon initial public offering, net of issuance costs | 400,488 | $ 20 | 400,468 | |||
Conversion of non-voting to voting common stock (in shares) | 1,068,413 | (1,068,413) | ||||
Conversion of non-voting to voting common stock | $ 1 | $ (1) | ||||
Redemption of preferred stock (in shares) | (1) | |||||
Redemption of preferred stock | 0 | $ 0 | ||||
Stock based compensation | 22,750 | 22,750 | ||||
Dividends | (83) | (83) | ||||
Net income (loss) | (10,632) | (10,632) | ||||
Comprehensive income (loss) | (10,632) | |||||
Shares, end of period at Jun. 29, 2019 | 88,311,764 | 0 | 0 | |||
End of period at Jun. 29, 2019 | 716,688 | $ 88 | $ 0 | $ 0 | 711,200 | 5,400 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares under stock incentive plans (in shares) | 60,370 | |||||
Issuance of shares under stock incentive plans | (1,021) | (1,021) | ||||
Deferred offering costs | (84) | (84) | ||||
Stock based compensation | 2,892 | 2,892 | ||||
Dividends | (42) | (42) | ||||
Net income (loss) | 12,445 | 12,445 | ||||
Comprehensive income (loss) | 12,445 | |||||
Shares, end of period at Sep. 28, 2019 | 88,372,134 | 0 | 0 | |||
End of period at Sep. 28, 2019 | $ 730,878 | $ 88 | $ 0 | $ 0 | $ 712,987 | $ 17,803 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Operating activities: | |||||
Net income | $ 5,587 | $ 20,480 | $ 15,868 | $ 20,601 | $ 10,198 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization of property and equipment | 32,307 | 27,196 | 37,052 | 31,812 | 26,391 |
Amortization of intangible assets | 7,481 | 7,384 | 10,005 | 11,344 | 10,761 |
Amortization of debt issuance costs and bond discounts | 1,962 | 3,275 | |||
Impairment of long-lived assets | 637 | 0 | 0 | ||
Amortization of debt issuance costs | 1,828 | 3,275 | 4,024 | 4,442 | 4,301 |
Amortization of bond discounts | 84 | 0 | 0 | ||
Debt extinguishment and modification costs | 5,634 | 0 | 5,253 | 1,466 | 0 |
Loss on disposal of assets | 500 | 23 | 669 | 549 | 519 |
Stock-based compensation | 25,853 | 384 | 10,409 | 1,659 | 2,905 |
Accounts receivable reserve | 2,373 | 2,242 | 749 | 3,004 | 4,018 |
Deferred lease liabilities | 0 | 12,500 | 16,233 | 13,152 | 14,404 |
Non-cash lease expense | 26,178 | ||||
Deferred income taxes | 789 | 7,496 | 5,831 | 4,745 | 6,579 |
Changes in operating assets and liabilities: | |||||
Independent operator and other accounts receivable | 2,813 | (256) | (642) | (2,595) | (392) |
Merchandise inventories | (8,114) | (2,619) | (15,292) | (18,202) | (20,439) |
Prepaid expenses and other current assets | (4,271) | (2,290) | (1,543) | (1,346) | (1,887) |
Income and other taxes payable | 584 | (147) | 159 | 881 | 1,439 |
Trade accounts payable | 20,233 | 895 | 3,936 | 10,255 | 10,041 |
Accrued expenses | 3,013 | 9,460 | 12,954 | 2,250 | 814 |
Accrued compensation | 2,132 | (581) | (575) | 686 | 1,223 |
Operating lease liability | (20,564) | ||||
Net cash (used in) provided by operating activities | 104,490 | 85,442 | 105,811 | 84,703 | 70,875 |
Investing activities: | |||||
Cash advances to independent operators | (9,362) | (5,488) | (10,456) | (8,471) | (7,461) |
Repayments of cash advances from independent operators | 3,107 | 2,538 | 3,749 | 3,511 | 3,948 |
Purchase of property and equipment | (71,424) | (41,091) | (64,762) | (71,066) | (58,701) |
Proceeds from sales of assets | 680 | 611 | 1,092 | 1,262 | 948 |
Intangible assets and licenses | (2,934) | (2,802) | (3,173) | (3,056) | (4,150) |
Net cash used in investing activities | (79,933) | (46,232) | (73,550) | (77,820) | (65,416) |
Financing activities: | |||||
Proceeds from initial public offering, net of underwriting discounts paid | 407,666 | 0 | |||
Proceeds from issuance of shares under stock incentive plans | 970 | 29 | |||
Repurchase of shares | (1,677) | 0 | (34) | (172) | (253) |
Deferred offering costs paid | (7,058) | 0 | |||
Principal payments on 2014 loans | 0 | (3,967) | (725,010) | (5,317) | (5,173) |
Principal payments on 2018 loans | (399,813) | 0 | |||
Payments on other financing | (619) | (70) | |||
Dividends paid | (379) | (117) | (153,587) | (1,307) | (86,454) |
Debt issuance costs paid | (690) | 0 | (9,991) | (1,050) | (2,571) |
Proceeds from 2014 loans | 90,000 | ||||
Proceeds from 2018 loans | 871,688 | ||||
Payments on capital lease | (94) | (89) | (49) | ||
Issuance of shares | 29 | 172 | |||
Repurchase of shares | (1,677) | 0 | (34) | (172) | (253) |
Net cash (used in) provided by financing activities | (1,600) | (4,125) | (16,999) | (7,935) | (4,328) |
Net increase (decrease) in cash and cash equivalents | 22,957 | 35,085 | 15,262 | (1,052) | 1,131 |
Cash and cash equivalents-Beginning of period | 21,063 | 5,801 | 5,801 | 6,853 | 5,722 |
Cash and cash equivalents-End of period | 44,020 | 40,886 | 21,063 | 5,801 | 6,853 |
Supplemental disclosure of cash flow information: | |||||
Interest | 47,305 | 45,836 | 43,301 | ||
Income taxes refunded (paid) in cash | (289) | 66 | 885 | ||
Property and equipment accrued at end of period | 5,348 | 1,427 | |||
Deferred offering costs accrued at end of period | $ 19 | $ 0 | |||
Noncash investing and financing activities: | |||||
Purchases of property and equipment included in accounts payable | $ 7,851 | $ 6,883 | $ 8,218 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Accounting Policies [Abstract] | ||
Organization and Summary of Significant Accounting Policies | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Initial Public Offering In October 2019, certain 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, of which $0.6 million was expensed in the third quarter of 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. 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 On June 24, 2019, we used the net proceeds from the IPO to repay $150.0 million in principal on the outstanding term loans 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 first lien term loan totaling $248.0 million plus accrued interest of $3.8 million. Basis of Presentation No. 333-234036) Our unaudited condensed 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 condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for any future annual or interim period. Forward Stock Split Use of Estimates Merchandise Inventories first-in, first-out Leases No. 2016-02 2016-02”), Leases (Topic 842) right-of-use ROU 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. ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, reduced by landlord incentives. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments based on the information available at the commencement date to determine the present value of our lease payments. The ROU asset also excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Amortization of the ROU asset, interest expense on the lease liability and operating and financing cash flows for finance leases is immaterial. We have lease agreements with retail facilities for store locations, distribution centers, office space and equipment with lease and non-lease non-cancelable Segment Reporting Fair Value Measurements Level 1 Level 2 Level 3 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 following table sets forth the fair value of our financial liabilities by level within the fair value hierarchy (in thousands): December 29, September 28, Financial Liabilities: Long-term debt, long-term portion (Level 2) $ 845,327 $ 478,454 Long-term debt, current portion (Level 2) 7,250 — Total financial liabilities (1) $ 852,577 $ 478,454 (1) The carrying amounts of our bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. Cash and cash equivalents, IO receivables, other accounts receivable and accounts payable Independent operator notes (net) Revenue Recognition Net Sales 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 December 29, 2018 and September 28, 2019. Gift Cards run-off Disaggregated Revenues 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Perishable (1) $ 194,723 $ 223,329 $ 578,069 $ 651,758 Non-perishable (2) 382,121 429,211 1,124,391 1,252,342 Total sales $ 576,844 $ 652,540 $ 1,702,460 $ 1,904,100 (1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood. (2) Non-perishable Variable Interest Entities sub-section We had 298, 308 and 332 stores operated by independent operators as of September 29, 2018, December 29, 2018 and September 28, 2019, respectively. We had agreements in place with each independent operator. The independent operator orders its merchandise exclusively from us which is provided to the independent operator on consignment. Under the independent operator agreement, the independent operator may select a majority of merchandise that we consign to the independent operator, which the independent operator chooses from our merchandise order guide according to the independent operator’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The independent operator agreement gives the independent operator discretion to adjust our initial prices if the overall effect of all price changes at any time comports with the reputation of our Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. Independent operators are required to furnish initial working capital and to acquire certain store and safety assets. The independent operator is required to hire, train and employ a properly trained workforce sufficient in number to enable the independent operator to fulfill its obligations under the independent operator agreement. The independent operator is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the independent operator agreement without cause upon 75 days’ notice. As consignor of all merchandise to each independent operator, the aggregate net sales proceeds from merchandise sales belongs to us. Sales related to independent operator stores were $558.4 million and $638.8 million for the 13 weeks ended September 29, 2018 and September 28, 2019, respectively, and $1,646.6 million and $1,857.8 million for the 39 weeks ended September 29, 2018 and September 28, 2019, respectively. We, in turn, pay independent operators a commission based on a share of the gross profit of the store. Inventories and related sales proceeds are our property, and we are responsible for store rent and related occupancy costs. Independent operator commissions were expensed and included in selling, general and administrative expenses. Independent operator commissions were $86.6 million and $98.2 million and for the 13 weeks ended September 29, 2018 and September 28, 2019, respectively, and $254.7 million and $285.2 million for the 39 weeks ended September 29, 2018 and September 28, 2019, respectively. Independent operator commissions of $3.9 million and $4.0 million were included in accrued expenses as of December 29, 2018 and September 28, 2019, respectively. Independent operators may fund their initial store investment from existing capital, a third-party loan or most commonly through a loan from us, as further discussed in Note 2. To ensure independent operator performance, the operator agreements grant us the security interests in the assets owned by the independent operator. The total investment at risk associated with each independent operator is not sufficient to permit each independent operator to finance its activities without additional subordinated financial support and, as a result, the independent operators are VIEs which we have variable interests in. To determine if we are the primary beneficiary of these VIEs, we evaluate whether we have (i) the power to direct the activities that most significantly impact the independent operator’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the independent operator that could potentially be significant to the independent operator. Our evaluation includes identification of significant activities and an assessment of its ability to direct those activities. Activities that most significantly impact the independent operator economic performance relate to sales and labor. Sales activities that significantly impact the independent operators’ economic performance include determining what merchandise the independent operator will order and sell and the price of such merchandise, both of which the independent operator controls. The independent operator is also responsible for all of their own labor. Labor activities that significantly impact the independent operator’s economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the independent operator, activities which the independent operator controls. Accordingly, the independent operator has the power to direct the activities that most significantly impact the independent operator’s economic performance. Furthermore, the mutual termination rights associated with the operator agreements do not give the Company power over the independent operator. Our maximum exposure to the independent operators is generally limited to the gross operator notes and receivables due from these entities, which was $27.8 million and $35.3 million as of December 29, 2018 and September 28, 2019, respectively. See Note 2 for additional information. Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”). ASU 2016-13, 2016-13 2016-13 In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract 2018-15”). 2018-15 internal-use 2018-15 2018-15 2018-15 Recently Adopted Accounting Standards We adopted ASU 2016-02, Leases (Topic 842) No. 2018-11, Leases (Topic 840) • We did not reassess whether expired or existing contracts are or contain a lease; • We did not reassess the classification of existing leases; and • We did not reassess the accounting treatment for initial direct costs. In addition, we elected the practical expedient related to short-term leases, which allows us not to recognize a ROU asset and lease liability for leases with an initial expected term of 12 months or less. Adoption of the new standard resulted in the recordation of additional lease assets of $646.0 million and lease liabilities of $709.0 million on the consolidated balance sheets as of December 30, 2018, which includes the reclassification of amounts presented in comparative periods as deferred rent as a reduction to the ROU assets. The adoption of the new standard did not result in a material cumulative-effect adjustment to the opening balance of retained earnings. The standard did not materially impact the consolidated statement of operations and other comprehensive income or the consolidated statement of cash flows. See Note 3 for further discussion on the adoption of ASU 2016-02. | 1. Organization and Summary of Significant Accounting Policies The Company The Company has 296 stores in five western states, as well as 20 stores in Pennsylvania. All stores, except for two Company-operated stores in California and six in Pennsylvania, are independent business entities operated by entrepreneurial small business owners with a relentless focus on selecting the best products for their communities, providing personalized customer service and driving improved store performance. The Company enters into an independent operator agreement (“Operator Agreement”) with each independent operator (“IO”), which grants that IO a license to operate a particular Grocery Outlet Bargain Market retail store. The Operator Agreement requires the IO to be a business entity owned by one or more individuals. The vast majority of the IOs operate a single store, with most working as two-person Forward Stock Split Principles of Consolidation Fiscal Year Use of Estimates Cash and Cash Equivalents Allowance for IO Receivables and Notes and Other Accounts Receivable Concentrations of Credit Risk Merchandise Inventories first-in, first-out Property and Equipment Depreciation of property and equipment is computed 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 computed based on the shorter of their estimated useful life or the remaining terms of the lease. Remaining terms of leases currently range from one to 20 years. The Company evaluates 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, the Company assesses 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. If the sum of the undiscounted future cash flows is less than the carrying amount of an asset, the Company records an impairment loss for the amount by which the carrying amount of the assets exceeds its fair value. The Company recorded an impairment charge of $0.6 million in the year ended December 29, 2018. There were no impairment charges recorded in the years ended December 31, 2016 or December 30, 2017. Deferred Rent straight-line Construction Allowances Debt Issuance Costs non-current Goodwill and Other Intangible Assets The fair value of the reporting unit is determined using a combination of the income approach, which estimates the fair value of the reporting unit based on its discounted future cash flows, and two market approach methodologies, which estimate the fair value of the reporting unit based on market prices for publicly traded comparable companies as well as revenue and earnings multiples for merged and acquired companies in a similar industry. There were no goodwill impairment charges recorded for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018. There were no changes in the carrying amount of goodwill for the fiscal years ended December 30, 2017 and December 29, 2018 and no impairments of goodwill have been recorded since its inception. Intangible assets include trademarks, computer software, mailing lists and other intangible assets. The Company reviews its 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 assets are not recoverable, the impairment is measured as the amount by which the carrying value of the asset exceeds its fair value. There were no impairments of intangible assets recognized for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018. Trademarks represent the value of all the Company’s trademarks and trade names in the marketplace. The Company is amortizing the value assigned to the trade name on a straight-line basis over 15 years. Computer software includes both acquired software and eligible costs to develop internal-use Other intangible assets, including the unamortized fair value of previously acquired leasehold interests and mailing lists are amortized over their estimated useful lives, ranging from one to 20 years. Stock-based Compensation Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognizes compensation expense for awards expected to vest 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 is accelerated for certain employees in the event of a change in control. Compensation expense for employee stock-based awards whose vesting is subject to the fulfillment of both a market condition and the occurrence of a performance condition is recognized on a graded-vesting basis at the time the achievement of the performance condition becomes probable. The expected stock price volatility for the common stock was estimated 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 the Company’s 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. The weighted-average expected term is determined with reference to historical exercise and post-vesting cancellation experience and the vesting period and contractual term of the awards. The forfeitures rate is estimated based on historical experience and expected future activity. The fair value of shares of common stock underlying the stock options has historically been the determined by the Company’s board of directors, with input from management. Because there has been no public market for the Company’s common stock, the board of directors determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors including independent third-party valuations of the Company’s common stock, operating and financial performance, the lack of liquidity of the Company’s capital stock and general and industry specific economic outlook, among other factors. Following the consummation of this offering, the fair value of our common stock will be the closing price of our common stock as reported on the date of grant. Segment Reporting Fair Value Measurements Level 1 Level 2 Level 3 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 following table sets forth (in thousands) the fair value of the Company’s financial liabilities by level within the fair value hierarchy as of December 30, 2017: Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial Liabilities: Long-term debt, including current portion (1) 726,810 — 726,810 — Total financial liabilities $ 726,810 $ — $ 726,810 $ — (1) Of this amount, $5,290 is classified as current. The gross carrying amounts of the Company’s bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. The following table sets forth (in thousands) the fair value of the Company’s financial liabilities by level within the fair value hierarchy as of December 29, 2018: Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial Liabilities: Long-term debt, including current portion (1) 852,577 — 852,577 — Total financial liabilities $ 852,577 $ — $ 852,577 $ — (1) Of this amount, $7,250 is classified as current. The gross carrying amounts of the Company’s bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 2 for any of the periods presented. Cash and cash equivalents, IO receivables, other accounts receivable and accounts payable Independent operator notes (net) Insurance and Self-Insurance Liabilities self-insurance Revenue Recognition Net Sales The Company recognizes revenues from the sale of products at the point of sale, net of any taxes or deposits collected and remitted to governmental authorities. The Company’s 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 the Company are recognized at the time of sale as a reduction in sales as the products are sold. Discounts provided by independent operators are not recognized as a reduction in sales as these are provided solely by the independent operator who bears the incidental costs arising from the discount. The Company does not accept manufacturer coupons. The Company does 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 December 29, 2018. Gift Cards The Company records 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 the Company has satisfied its performance obligation. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company reduces the liability and recognizes 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 one-time 2014-09. Disaggregated Revenues The following table presents sales revenue (in thousands) by type of product for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018. December 31, December 30, December 29, Perishable (1) $ 621,194 $ 694,696 $ 768,373 Non-perishable 1,210,337 1,380,769 1,519,287 Total sales $ 1,831,531 $ 2,075,465 $ 2,287,660 (1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood. (2) Non-perishable Cost of Sales Marketing and Advertising Expenses Income Taxes The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company records uncertain tax positions in accordance with ASC Topic 740, Income Taxes, on the basis of a two-step likely-than-not Variable Interest Entities sub-section The Company had 283 stores operated by independent operators as of December 30, 2017 and 308 stores operated by independent operators as of December 29, 2018. The Company has Operator Agreements in place with each independent operator. The independent operator orders its merchandise exclusively from the Company which is provided to the independent operator on consignment. Under the independent operator agreement, the independent operator may select a majority of merchandise that the Company consigns to the independent operator, which the independent operator chooses from the Company’s merchandise order guide according to the independent operator’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The independent operator agreement gives the independent operator discretion to adjust the Company’s initial prices if the overall effect of all price changes at any time comports with the reputation of the Company’s Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. Independent operators are required to furnish initial working capital and to acquire certain store and safety assets. The independent operator is required to hire, train and employ a properly trained workforce sufficient in number to enable the independent operator to fulfill its obligations under the independent operator agreement. The independent operator is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the independent operator agreement without cause upon 75 days’ notice. As consignor of all merchandise to each independent operator, the aggregate net sales proceeds from merchandise sales belongs to the Company. Sales related to independent operator stores were $1,741.7 million, $1,993.7 million and $2,214.7 million for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018, respectively. The Company, in turn, pays independent operators a commission based on a share of the gross profit of the store. Inventories and related sales proceeds are the property of the Company, and the Company is responsible for store rent and related occupancy costs. Independent operator commissions of $268.6 million, $306.6 million and $340.0 million were expensed and included in selling, general and administrative expenses for the years ended December 31, 2016, December 30, 2017 and December 29, 2018, respectively. Independent operator commissions of $3.6 million and $3.9 million are included in accrued expenses as of December 30, 2017 and December 29, 2018, respectively. Independent operators may fund their initial store investment from existing capital, a third-party loan or most commonly through a loan from the Company (Note 2). To ensure independent operator performance, the operator agreements grant the Company security interests in the assets owned by the independent operator. The total investment at risk associated with each independent operator is not sufficient to permit each independent operator to finance its activities without additional subordinated financial support and, as a result, the independent operators are VIEs which the Company has variable interests in. To determine if the Company is the primary beneficiary of these VIEs, the Company evaluates whether it has (i) the power to direct the activities that most significantly impact the independent operator’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the independent operator that could potentially be significant to the independent operator. The Company’s evaluation includes identification of significant activities and an assessment of its ability to direct those activities. Activities that most significantly impact the independent operator economic performance relate to sales and labor. Sales activities that significantly impact the independent operators’ economic performance include determining what merchandise the independent operator will order and sell and the price of such merchandise, both of which the independent operator controls. The independent operator is also responsible for all of their own labor. Labor activities that significantly impact the independent operator’s economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the independent operator, activities which the independent operator controls. Accordingly, the independent operator has the power to direct the activities that most significantly impact the independent operator’s economic performance. Furthermore, the mutual termination rights associated with the operator agreements do not give the Company power over the independent operator. The Company’s maximum exposure to the independent operators is generally limited to the gross receivable due from these entities, which was $21.0 million and $27.8 million as of December 30, 2017 and December 29, 2018, respectively (Note 2). Net income per share— Recently Issued Accounting Standards— In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2016-02, right-of-use No. 2018-11 non-cancelable In August 2018, the FASB issued ASU No. 2018-15, internal-use Recently Adopted Accounting Standards On December 31, 2017, the Company adopted the FASB’s ASU No. 2014-09, 2014-09”), 2014-09 2014-09 Concurrent with the adoption of ASU 2014-09, No. 2016-04, 405-20, one-time On December 31, 2017, the Company prospectively adopted ASU No. 2016-09, |
Independent Operator Notes and
Independent Operator Notes and Receivables | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Receivables [Abstract] | ||
Independent Operator Notes and Receivables | 2. INDEPENDENT OPERATOR NOTES AND RECEIVABLES The amounts included in independent operator notes and accounts receivable consist primarily of funds we loaned to independent operators, net of estimated uncollectible amounts. Independent operator notes are payable on demand and, where applicable, typically bear interest at a rate of 9.95%. Independent operator notes and receivables are also subjected to estimations of collectability based on an evaluation of overall credit quality, the estimated value of the underlying collateral and historical collections experience, including the fact that, typically, independent operators pay third-party operations-related payables prior to paying down their note with us. While estimates are required in making this determination, we believe the independent operator notes and receivables balances, net of allowances, represent what we expect to collect from independent operators. Amounts due from independent operators and the related allowances and accruals for estimated losses as of December 29, 2018 and September 28, 2019 consisted of the following (in thousands): Allowance Current Long-term Gross Current Long-term Net December 29, 2018 Independent operator notes $ 23,450 $ (577 ) $ (7,926 ) $ 14,947 $ 1,301 $ 13,646 Independent operator receivables 4,319 (564 ) — 3,755 3,755 — Total $ 27,769 $ (1,141 ) $ (7,926 ) $ 18,702 $ 5,056 $ 13,646 Allowance Current Long-term Gross Current Long-term Net September 28, 2019 Independent operator notes $ 29,855 $ (690 ) $ (9,195 ) $ 19,970 $ 1,702 $ 18,268 Independent operator receivables 5,476 (584 ) — 4,892 4,892 — Total $ 35,331 $ (1,274 ) $ (9,195 ) $ 24,862 $ 6,594 $ 18,268 | 2. Independent Operator Notes and Receivables The amounts included in independent operator notes and accounts receivable consist primarily of funds loaned to independent operators by the Company, net of amounts that are estimated to be uncollectible. Independent operator notes are payable on demand and, where applicable, typically bear interest at a rate of 9.95%. Independent operator notes and receivables are also subjected to estimations of collectability based on an evaluation of overall credit quality, the estimated value of the underlying collateral and historical collections experience, including the fact that, typically, independent operators pay third-party operations-related payables prior to paying down their note with the Company. While estimates are required in making this determination, the Company believes that the independent operator notes and receivables balances, net of allowances, represent what the Company expects to collect from independent operators. Amounts due from independent operators and the related allowances and accruals for estimated losses (in thousands) as of December 30, 2017 consist of the following: Allowance Gross Current Long-term Net Current Long-term Independent operator notes $ 16,502 $ (992 ) $ (6,982 ) $ 8,527 $ 1,039 $ 7,489 Independent operator receivables 4,513 (1,057 ) — 3,457 3,456 — $ 21,015 $ (2,049 ) $ (6,982 ) $ 11,984 $ 4,495 $ 7,489 Amounts due from independent operators and the related allowances and accruals for estimated losses (in thousands) as of December 29, 2018 consist of the following: Allowance Gross Current Long-term Net Current Long-term Independent operator notes $ 23,450 $ (577 ) $ (7,926 ) $ 14,947 $ 1,301 $ 13,646 Independent operator receivables 4,319 (564 ) — 3,755 3,755 — $ 27,769 $ (1,141 ) $ (7,926 ) $ 18,702 $ 5,056 $ 13,646 A summary of activity (in thousands) in the Company’s independent operator notes and receivables allowance is as follows: Fiscal Year Ended December 31, December 30, December 29, Balance at beginning of year $ 1,909 $ 6,046 $ 9,031 Provision for independent operator notes and receivables 4,284 3,259 1,029 Write-off (147 ) (274 ) (993 ) Balance at end of year $ 6,046 $ 9,031 $ 9,067 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment (in thousands) as of December 30, 2017 and December 29, 2018 consist of the following: Property and Accumulated Property and December 30, 2017: Leasehold improvements $ 162,592 $ (27,247 ) $ 135,345 Fixtures and equipment 193,397 (55,766 ) 137,631 Lease acquisition costs 352 (112 ) 240 Construction in progress 4,530 — 4,530 Totals $ 360,871 $ (83,125) $ 277,746 December 29, 2018: Leasehold improvements $ 190,158 $ (39,509) $ 150,649 Fixtures and equipment 220,337 (78,996 ) 141,341 Lease acquisition costs 433 (251 ) 182 Construction in progress 11,860 — 11,860 Totals $ 422,788 $ (118,756) $ 304,032 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. The Company estimates future cash flows based on its experience and knowledge of the market in which each store is located. The Company recorded a charge for the impairment of long-lived assets of $0.6 million in the fiscal year ended December 29, 2018 for planned store relocations or closures in 2019. The impairment charge is recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. During the fiscal years ended December 31, 2016 and December 30, 2017, there were no adjustments to the carrying value of long-lived assets due to impairment charges. Depreciation and amortization expense on property and equipment was $26.4 million, $31.8 million and $37.1 million in the years ended December 31, 2016, December 30, 2017 and December 29, 2018, respectively. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill And Intangible Assets | 4. GOODWILL AND INTANGIBLE ASSETS Information regarding our goodwill and intangible assets as of December 29, 2018 was as follows (in thousands): Useful Lives Gross Accumulated Net Trademarks 15 $ 58,400 $ (16,431 ) $ 41,969 Customer lists 5 160 (135 ) 25 Leasehold interests 1–20 30,468 (12,735 ) 17,733 Computer software 3 18,176 (14,324 ) 3,852 Total finite-lived intangible assets 107,204 (43,625 ) 63,579 Liquor licenses Indefinite 5,245 — 5,245 Total intangible assets 112,449 (43,625 ) 68,824 Goodwill 747,943 — 747,943 Total goodwill and intangible assets $ 860,392 $ (43,625 ) $ 816,767 Information regarding our goodwill and intangible assets as of September 28, 2019 was as follows (in thousands): Useful Lives Gross Accumulated Net Trademarks 15 $ 58,400 $ (19,351 ) $ 39,049 Customer lists 5 160 (159 ) 1 Leasehold interests 1–20 30,468 (15,195 ) 15,273 Computer software 3 19,722 (16,362 ) 3,360 Total finite-lived intangibles 108,750 (51,067 ) 57,683 Liquor licenses Indefinite 6,408 — 6,408 Total intangible assets 115,158 (51,067 ) 64,091 Goodwill 747,943 — 747,943 Total goodwill and other intangibles $ 863,101 $ (51,067 ) $ 812,034 Amortization expense on finite-lived intangible assets was $2.5 million and $2.4 million for the 13 weeks ended September 29, 2018 and September 28, 2019, respectively, and $7.4 million and $7.5 million for the 39 weeks ended September 29, 2018 and September 28, 2019, respectively. Liquor license assets have been classified as indefinite-lived intangible assets and accordingly, are not subject to amortization. We had no impairments of goodwill or intangible assets recorded in the 39 weeks ended September 29, 2018 and September 28, 2019. The estimated future amortization expense related to finite-lived intangible assets at September 28, 2019 was as follows (in thousands): Remainder of fiscal 2019 $ 2,341 Fiscal 2020 8,642 Fiscal 2021 7,586 Fiscal 2022 6,403 Fiscal 2023 5,621 Thereafter 27,090 Total $ 57,683 | 4. Intangible Assets Intangible assets (in thousands) as of December 30, 2017 and December 29, 2018 consist of the following: Useful Lives Intangible Accumulated Intangible December 30, 2017: Intangibles—subject to amortization Trademarks 15 years $ 58,400 $ (12,538 ) $ 45,862 Customer lists 5 years 160 (103 ) 57 Leasehold interests 1–20 years 30,468 (9,540 ) 20,928 Computer software 3 years 15,940 (11,473 ) 4,467 Total intangibles—subject to amortization 104,968 (33,654 ) 71,314 Intangibles not subject to amortization Liquor licenses 4,350 — 4,350 Totals $ 109,318 $ (33,654) $ 75,664 December 29, 2018: Intangibles—subject to amortization Trademarks 15 years $ 58,400 $ (16,431 ) $ 41,969 Customer lists 5 years 160 (135 ) 25 Leasehold interests 1–20 years 30,468 (12,735 ) 17,733 Computer software 3 years 18,176 (14,324 ) 3,852 Total intangibles—subject to amortization 107,204 (43,625 ) 63,579 Intangibles not subject to amortization Liquor licenses 5,245 — 5,245 Totals $ 112,449 $ (43,625 ) $ 68,824 Amortization expense for intangible assets was $10.8 million, $11.3 million and $10.0 million for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018, respectively. During the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018, there were no adjustments to the carrying value of intangible assets due to impairment charges. Estimated aggregate future amortization expense (in thousands) by fiscal year for intangible assets is as follows: 2019 $ 9,268 2020 8,143 2021 7,086 2022 6,320 2023 5,651 Thereafter 27,111 Total $ 63,579 |
Long-Term Debt
Long-Term Debt | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Debt Disclosure [Abstract] | ||
Long-Term Debt | 5. Long-Term Debt Long-term debt consisted of the following (in thousands): December 29, September 28, Contractual Effective Maturity Term loans: First Lien Credit Agreement $ 725,000 (1) $ 475,188 3.50% + Eurodollar rate, 5.76 % (5) October Second Lien Credit Agreement 150,000 (1) — 7.25% + Eurodollar rate, — % (6) October Revolving credit facility — — 3.25 % to 3.75% + — % October Notes payable — 312 Capital lease 2,019 — Long-term debt—gross 877,019 475,500 Less: Debt discounts and debt issuance costs, net of amortization (19,651 ) (1) (12,982 ) Long-term debt—net 857,368 462,518 Less: Current portion (7,349 ) (267 ) (7) Long-term debt—noncurrent $ 850,019 $ 462,251 (1) To conform with current period presentation, unamortized debt discounts of $1.8 million and $1.5 million as of December 29, 2018 have been reclassified from “First Lien Credit Agreement” and “Second Lien Credit Agreement,” respectively, and included in “Debt discounts and debt issuance costs, net of amortization.” This reclassification had no impact on our condensed consolidated financial statements for 2018. (2) Eurodollar rate has a floor rate of 0.00% and is subject to adjustment required under regulations issued by the Federal Reserve Board for determining maximum reserve requirements with respect to Eurocurrency funding. (3) ABR rate is the highest of the prime rate, the federal funds effective rate + 0.50%, or Eurodollar rate +1.00%. (4) Rates vary depending on the applicable first lien secured leverage ratio as defined by the agreement. (5) Represents the effective interest rate as of September 28, 2019. (6) We repaid this term loan balance in full in connection with the closing of our IPO in June 2019 as further discussed below. (7) Represents our note payments due in the next 12 months. As discussed below, the principal payment of our outstanding term loan under the First Lien Credit Agreement will not be due until its maturity date. First Lien Credit Agreement On October 22, 2018, GOBP Holdings, Inc (“GOBP Holdings”), our wholly owned subsidiary, together with another of our wholly owned subsidiary, 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 sub-commitment 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 First Lien Credit Agreement permits voluntarily 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 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). On July 23, 2019, GOBP Holdings together with another of our wholly owned subsidiary entered into an incremental agreement (the “Incremental Agreement”) to amend the First Lien Credit Agreement. The Incremental Agreement refinanced the term loan outstanding under the First Lien Credit Agreement with a replacement $475.2 million senior secured term loan credit facility 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. This new term loan matures on October 22, 2025, which is the same maturity date as provided under our First Lien Credit Agreement. We wrote off debt issuance costs of $0.3 million and incurred debt modification costs of $0.2 million in the third quarter of fiscal 2019 in connection with this refinance. On October 23, 2019, we prepaid $15.0 million of principal on this term loan. Second Lien Credit Agreement On October 22, 2018, a wholly owned subsidiary of the Company 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. Accordingly, we wrote off the remaining debt issuance costs of $3.8 million and loan discounts of $1.4 million on June 24, 2019. Debt Covenant 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 of September 28, 2019, we were not subject to the first lien secured leverage ratio testing requirement. Additionally, we were in compliance with all applicable covenant requirements as of September 28, 2019 for our First Lien Credit Agreement. Schedule of Principal Maturities Principal maturities of our debt as of September 28, 2019 were as follows (in thousands): Remainder of fiscal 2019 $ 45 Fiscal 2020 267 Fiscal 2021 — Fiscal 2022 — Fiscal 2023 — Thereafter 475,188 Total $ 475,500 Interest Expense Interest expense, net, consisted of the following (in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Interest on term loan debt $ 12,717 $ 7,220 $ 37,957 $ 38,476 Amortization of debt issuance costs 1,090 533 3,275 1,828 Interest on capital leases 29 68 88 192 Other — — — 7 Interest income (310 ) (479 ) (908 ) (1,271 ) Interest expense, net $ 13,526 $ 7,342 $ 40,412 $ 39,232 Debt Extinguishment and Modification Costs Debt extinguishment and modification costs consisted of following (in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Write off of debt issuance costs $ — $ 322 $ — $ 4,110 Debt modification costs — 150 — 150 Write off of loan discounts — — — 1,374 Debt extinguishment and modification costs $ — $ 472 $ — $ 5,634 | 5. Long-Term Debt Long-term debt (in thousands) as of December 30, 2017 and December 29, 2018 consist of the following: December 30, December 29, Term loans under 2014 First Lien Credit Agreement $ 525,010 — Term loans under 2014 Second Lien Credit Agreement 200,000 — Term loans under 2018 First Lien Credit Agreement — 723,236 Term loans under 2018 Second Lien Credit Agreement — 148,535 Capital lease 2,113 2,019 Subtotal 727,123 873,790 Less current portion (5,384 ) (7,349 ) Long-term debt 721,739 866,441 Less debt issuance costs (Note 1) (16,237 ) (16,422 ) Long-term debt—net $ 705,502 $ 850,019 First Lien Credit Agreement On October 22, 2018, Holdings entered into a first lien credit agreement (“First Lien Credit Agreement”), whereby a syndicate of lenders agreed to loan a $725.0 million senior term loan and to provide revolving loans and standby letters of credit of up to $100.0 million. The First Lien Credit Agreement is secured by substantially all of Holdings’ assets and expires on October 21, 2025, with respect to the term loan, and October 20, 2023, with respect to the revolving loan facility. At the same time, Holdings retired the existing 2014 first lien credit agreement as part of the debt modification transaction. Interest on the First Lien Credit Agreement loans are at either the Eurodollar rate, with a floor of 1.00%, as adjusted for the reserve percentage required under regulations issued by the Federal Reserve Board for determining maximum reserve requirements with respect to Eurocurrency funding, plus an applicable margin rate of between 3.75% for the initial term loans and between 3.25% and 3.75% for revolving credit loans, depending on the secured leverage ratio, or an ABR rate, with a floor of 2.00%, plus an applicable margin rate of 2.75% for the initial term loan or between 2.25% and 2.75% for revolving credit loans, depending on the secured leverage ratio. The ABR rate is determined as the greater of (a) the prime rate, (b) the federal funds effective rate, plus 0.5%, (c) the Eurodollar rate plus 1%, or (d) 2.00% solely with regard to the initial term loan. Holdings is able to select the rate type at the time of its initial borrowing. For loans utilizing the Eurodollar basis, Holdings is able to select a fixed-interest Starting April 1, 2019, the term loan under the First Lien Credit Agreement is payable in minimum quarterly installments of $1.8 million per quarter with the remaining balance due on October 21, 2025. The Company was in compliance with debt covenants under the First Lien Credit Agreement as of December 29, 2018. As part of this transaction, Holdings incurred capitalizable debt issuance costs of $7.2 million which will amortize over the life of the First Lien Credit Agreement. In addition, Holdings incurred $1.0 million in capitalizable debt issuance costs directly related to the acquisition of the revolving loan facility which will amortize ratably over the life of the revolving loan facility. Holdings incurred $1.8 million in debt issuance costs that could not be capitalized and were expensed immediately. Unamortized 2014 First Lien Credit Agreement debt issuance costs of $5.9 million will amortize over the respective lives of the term loan and revolving credit facility under the First Lien Credit Agreement. Holdings wrote-off Holdings may utilize the $100.0 million revolving loan facility for standby letters of credit. All amounts do not require minimum repayments, and any outstanding amounts are due on October 21, 2023. As of December 30, 2017, Holdings had $3.4 million in outstanding letters of credit against the former $75 million revolving loan facility and other than for these standby letters of credit, Holdings did not utilize the former facility for the fiscal year ended December 30, 2017. As of December 29, 2018, Holdings had $3.4 million in outstanding letters of credit. Other than for the standby letters of credit, Holdings did not utilize this facility for the fiscal year ended December 29, 2018. The additional debt taken on with the new First Lien Credit Agreement and Second Lien Credit Agreement (as defined below) funded the $152.2 million cash dividend declared on October 22, 2018 and paid during the fiscal year ended December 29, 2018. The Company also paid cash dividends of $1.4 million to its stockholders during the fiscal year ended December 29, 2018 in conjunction with the cash dividend declared on June 23, 2016. A total of $153.6 million of cash dividends were paid during the fiscal year ended December 29, 2018 (Note 6). The payments of these dividends were compliant with the First Lien Credit Agreement and Second Lien Credit Agreement covenants. Second Lien Credit Agreement On October 22, 2018, Holdings entered into a second lien credit agreement (“Second Lien Credit Agreement”), whereby a syndicate of lenders agreed to loan a $150.0 million senior term loan, payable on October 21, 2026. At the same time, Holdings retired the existing 2014 second lien credit agreement as part of the debt modification transaction. Interest on the Second Lien Credit Agreement term loan is at either the Eurodollar rate, with a floor of 1.00%, as adjusted for the reserve percentage required under regulations issued by the Federal Reserve Board for determining maximum reserve requirements with respect to Eurocurrency funding, plus an applicable margin rate of 7.25%, or an ABR rate, with a floor of 2.00%, plus an applicable margin rate of 6.25%. The ABR rate is determined as the greater of (a) the prime rate, (b) the federal funds effective rate, plus 0.5%, (c) the Eurodollar rate plus 1%, or (d) 2.00% solely with regard to the initial term loans. Holdings is able to select the rate type at the time of its initial borrowing. For loans utilizing the Eurodollar basis, Holdings is able to select a fixed-interest The term loan under the Second Lien Credit Agreement does not require minimum quarterly installment payments and is payable in full on October 21, 2026. The company was in compliance with debt covenants under the Second Lien Credit Agreement as of December 29, 2018. Unamortized Second Lien Credit Agreement debt issuance costs of $4.1 million will amortize ratably over the life of the agreement. Holdings wrote-off The First Lien Credit Agreement and Second Lien Credit Agreement contain covenants limiting Holdings 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 Holdings. These covenants are subject to important exceptions and qualifications as described in the First Lien Credit Agreement and the Second Lien Credit Agreement. The components of interest expense, net and debt extinguishment and modification costs (in thousands) are as follows: Fiscal Year Ended December 31, December 30, December 29, Interest on term loan debt $ 43,656 $ 46,235 $ 52,569 Amortization of debt issuance costs 4,301 4,442 4,024 Interest on capital leases 151 122 117 Other — 30 2 Interest income (961 ) (1,131 ) (1,350 ) Interest expense, net $ 47,147 $ 49,698 $ 55,362 Write off of debt issuance costs — 1,258 3,459 Debt modification costs — 208 1,794 Debt extinguishment and modification costs $ — $ 1,466 $ 5,253 Principal maturities of long-term debt (in thousands) as of December 29, 2018, are as follows: 2019 $ 7,349 2020 9,173 2021 7,383 2022 7,390 2023 7,399 Thereafter 835,096 Total $ 873,790 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stockholders' Equity | 6. STOCKHOLDERS’ EQUITY Equity Incentive Plans Our 2014 Stock Incentive Plan (the “2014 Plan”) became effective on October 21, 2014. Under the 2014 Plan, we granted stock options and restricted stock units (“RSUs”) to purchase shares of our common stock. Effective as of June 19, 2019, we terminated the 2014 Plan and 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 2019 Incentive Plan (the “2019 Plan”). An aggregate of 4,597,862 shares of common stock were reserved for issuance under the 2019 Plan. In addition, on the first day of each fiscal year beginning in 2020 and ending in 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. Fair Value Determination The fair value of option and RSU awards is determined as of the grant date. For time-based options, a Black-Scholes valuation model is utilized. For performance-based options, a Monte Carlo simulation approach implemented in a risk-neutral framework is utilized. For RSUs, the current stock price estimate was utilized prior to the IPO. Following the pricing of the IPO, the stock price based on the market closing price on the date of grant has been utilized to determine the fair value of the awards. The respective models resulted in a weighted-average fair value for time-based and performance-based options and RSUs granted as of September 28, 2019 were as follows: September 28, Time-based options $ 7.66 Performance-based options 6.80 RSUs 27.13 The fair values of time-based options were estimated as of the grant date using the Black-Scholes valuation model with the following assumptions: 39 Weeks Ended September 28, Exercise price $ 21.66 Volatility 30.2 % Risk-free rate 1.9 % Dividend yield — % Expected life (in years) 6.83 The valuation models require the input of highly subjective assumptions. Expected volatility of the options is based on companies of similar growth and maturity and our peer group in the industry in which we do business because we do not have sufficient historical volatility data for our own shares. The expected term of the options represents the period of time that options granted were expected to be outstanding. The risk-free rate was based on the U.S. treasury zero-coupon Grant Activity The following table summarizes our stock option activity under all equity incentive plans during the 39 weeks ended September 28, 2019: Time-Based Options Performance-Based Number of Weighted- Number of Weighted- Outstanding—December 29, 2018 5,798,375 $ 7.53 5,795,330 $ 4.40 Granted 1,363,822 21.66 99,788 17.29 Exercised (134,831 ) 7.19 — — Forfeitures (98,855 ) 12.69 (117,997 ) 7.15 Outstanding—September 28, 2019 6,928,511 10.25 5,777,121 4.56 Total exercisable at September 28, 2019 4,139,387 — Total vested and expected to vest at September 28, 2019 6,818,347 5,681,118 (1) (1) No performance-based options are vested as of September 28, 2019. The number above reflects the 5.8 million unvested outstanding performance-based options, net of estimated forfeitures. The following table summarizes our RSU activity under all equity incentive plans during the 39 weeks ended September 28, 2019: Number of Weighted- Nonvested—December 29, 2018 80,820 $ 8.80 Granted 195,135 27.13 Vested / Released (42,464 ) 8.36 Canceled / forfeited (6,023 ) 29.99 Outstanding—September 28, 2019 227,468 24.04 Stock-Based Compensation We recognize compensation expense on options and RSUs by amortizing the grant date fair value over the expected vesting period to the extent we determine the vesting of the grant is probable. Time-Based Options We did not record compensation expense for time-based options held by employees granted prior to our IPO because involuntary termination, a change in control or an initial public offering were not deemed probable. These time-based options were subject to a post-termination repurchase right by us until the aforementioned contingent events occurred. As a result, 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 strike price. This repurchase feature resulted in stock-based compensation expense on these options being recorded upon the completion of the IPO, when the contingent event had occurred and the repurchase feature had lapsed. Accordingly, upon the completion of our IPO, we recognized stock-based compensation expense for service completed as of the IPO date and began recognizing stock-based compensation expense related to these outstanding time-based options over the remaining service period. During the 13 and 39 weeks ended September 28, 2019, we recognized stock-based compensation expense totaling $1.9 million and $24.4 million, respectively, for all outstanding time-based options, of which $1.3 million and $23.7 million, respectively, related to those granted prior to the IPO. Unamortized compensation cost was $11.3 million as of September 28, 2019, which is expected to be amortized over a weighted average period of 3.53 years. Performance-Based Options We determined that the ultimate vesting of the 5,777,121 shares of outstanding performance-based options was not probable because the performance target’s achievement was not probable as of September 28, 2019 and, accordingly, did not recognize any expense related to these awards. Unamortized compensation cost was $26.1 million for outstanding performance-based options as of September 28, 2019, which will be amortized over the remaining requisite service period if and when we determine that vesting is probable. Restricted Stock Units We recognized compensation expense for RSUs held by directors and employees of $0.9 million and $1.2 million in the 13 and 39 weeks ended September 28, 2019, respectively, and $0.1 million and $0.3 million in the same periods of 2018. Unamortized compensation expense for the RSUs was $4.3 million as of September 28, 2019, which is expected to be amortized over a weighted average period of 2.12 years. For time-based 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 2019 and beyond, we intend to make dividend payments as these time-based 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 option by an amount equal to the dividend amount in lieu of making the applicable option payment. As such, our dividends are not considered declared and payable and are not accrued as a liability in our condensed consolidated balance sheet as of September 28, 2019. We paid an immaterial amount of dividends during the 13 and 39 weeks ended September 28, 2019, which was included in the stock-based compensation expense. | 6. Stockholders’ Equity Common Stock non-voting Preferred Series A Stock 2014 Stock Incentive Plan Options a. Time-vesting options vest at 20% per year, subject to certain change in control provisions and may be exercised up to 10 years from the date of issuance. b. Performance-based options vest and become exercisable on each measurement date in certain percentages based on internal rates of return and may be exercised up to 10 years from the date of issuance. The measurement date can be either; (i) prior to the occurrence of a change in control at each date upon which the controlling shareholders receive Proceeds; (ii) upon a change in control event or (iii) upon lead investor divestiture to a holding position under 10% of outstanding shares after an initial public offering. The initial grant-date fair value was determined based on the contemporaneous purchase price of the stock issued as a result of the Company’s acquisition of Holdings in 2014. The fair value of shares of common stock underlying stock options was the responsibility of, and determined by, the Company’s board of directors, with input from management. There was no public market for the Company’s common stock and the board of directors determined the fair value of common stock at the option grant date by considering a number of objective and subjective factors including quarterly independent third-party valuations of the Company’s common stock, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, among other factors. Restricted Stock Units As option and RSU awards represent equity awards of the Company, such awards are fair valued as of the grant date. For the time-vesting options, a Black-Scholes The respective models resulted in a weighted-average fair value for time-vesting and performance-based options and RSUs granted as of December 30, 2017 and December 29, 2018 as follows: December 30, December 29, Time-vesting options $ 2.31 $ 2.96 RSUs 7.72 10.36 Performance-vesting options 2.91 4.65 The following assumptions were used: December 30, December 29, Exercise price $ 9.06 $ 11.98 Volatility 50 % 35 % Risk-free rate 1.5 % 2.6 % Dividend yield 0.0 % 0.0 % Expected life (in years) 2.5 2.8 The valuation models require the input of highly subjective assumptions. Expected volatility of the options is based on companies of similar growth and maturity and the Company’s peer group in the industry in which the Company does business because the Company does not have sufficient historical volatility data for its own shares. The expected term of the options represent the period of time that options granted were expected to be outstanding. The risk-free rate was based on the U.S. treasury zero-coupon Time-vesting options, performance-based options, and RSUs under the 2014 plan as of December 30, 2017 and December 29, 2018 are as follows: Time-Vesting Options Performance-Based Restricted Stock Units Number of Weighted- Number of Weighted- Number Weighted- Outstanding—December 31, 2016 5,401,780 $ 7.20 5,353,473 $ 5.99 54,118 $ — Granted 225,001 9.06 225,004 9.06 46,686 — Vested — — — — — Exercised (30,169 ) 7.13 — — — — Forfeitures (67,776 ) 7.37 (52,617 ) 6.04 — — Outstanding—December 30, 2017 5,528,836 7.27 5,525,860 6.11 100,804 — Granted 334,535 11.98 334,536 11.98 34,200 — Vested — — — — (54,184 ) Exercised (2,946 ) 8.47 — — — — Forfeitures (62,050 ) 8.10 (65,066 ) 6.81 — — Outstanding—December 29, 2018 5,798,375 7.53 5,795,330 4.40 (1) 80,820 — Total exercisable at December 29, 2018 4,164,077 — Total vested at December 29, 2018 115,927 Total vested and expected to vest at December 29, 2018 5,683,703 5,667,722 196,745 (1) The decrease in weighted-average exercise price for outstanding performance-based options at December 29, 2018 is due to the dividend declared on October 22, 2018 pursuant to which all performance-based options outstanding on this date received a $2.10 downward adjustment to their exercise price. Please see further information in Note 6 below. The Company recognizes compensation expense on the options and RSUs under the 2014 Plan by amortizing the grant date fair value over the expected vesting period to the extent the Company determines the vesting of the grant is probable. All of the shares issued pursuant to exercise of time-vesting options, performance-based options and RSUs are subject to GO Holding’s stockholders’ agreement upon issuance. The stockholders’ agreement permits the Company to repurchase shares from employees within a stated period of time from the date of their termination if they are terminated prior to a liquidity event. If the employee voluntarily terminates or is terminated for cause, the Company may repurchase the shares for a per share price equal to the lower of fair value or the cost paid by the employee to obtain the shares. If the employee is involuntarily terminated, the Company may repurchase the shares for a per share price equal to fair value. As a result, the employee will only realize appreciation in the fair value of the shares upon involuntary termination or a change in control or initial public offering. Shares held by members of the board of directors may be repurchased by the Company at fair market value. The Company has not recorded compensation expense related to time-based options held by employees, as involuntary termination, change in control or initial public offering are not probable as of December 29, 2018. Unamortized compensation cost is $25.7 million for outstanding time-based options as of December 29, 2018, which will be amortized over the remaining requisite service period if and when the Company determines that vesting is probable. The Company recognized $0.4 million of compensation expense related to RSUs held by directors in the fiscal year ended December 29, 2018. Unamortized compensation expense for the RSUs is $0.4 million at December 29, 2018, which will be amortized over the remaining requisite service period. The Company has determined that the ultimate vesting of the performance-based options is not probable and, accordingly, has not recognized any expense related to these awards. Unamortized compensation cost is $25.5 million for outstanding performance-based options as of December 29, 2018, which will be amortized over the remaining requisite service period if and when the Company determines that vesting is probable. Holdings declared and paid a cash dividend of $152.2 million to its parent company, Intermediate, on October 22, 2018. Intermediate then paid this cash dividend to GO Holding which used the proceeds to make a cash dividend to its stockholders of $2.10 per share. Pursuant to the 2014 Plan, the Company paid a dividend of $2.10 for each exercisable time-vesting option and RSU. Time-vesting options and RSUs that became exercisable from October 22, 2018 to December 29, 2018 received the $2.10 dividend. GO Holding also paid cash dividends of $1.4 million to its stockholders during the fiscal year ended December 29, 2018 in conjunction with the cash dividend declared on June 23, 2016. A total of $153.6 million of cash dividends were paid during the fiscal year ended December 29, 2018. Holdings declared a cash dividend of $86.5 million to its parent company, Intermediate, on June 23, 2016. Intermediate then paid this cash dividend to GO Holding which used the proceeds to make a cash dividend to its stockholders of $1.23 per share. Pursuant to the 2014 Plan, the Company paid a dividend of $1.23 for each exercisable time-vesting option and RSU. Time-vesting options and RSUs that became exercisable from June 23, 2016 to December 29, 2018 received the $1.23 dividend. Stock-based compensation of $1.7 million for the fiscal year ended December 30, 2017 includes $1.3 million in payments related to the June 23, 2016 dividend for outstanding options that became exercisable in the current year. Of the $10.4 million in stock-based compensation recorded in the fiscal year ended December 29, 2018, $8.7 million related to payment of the October 22, 2018 dividend and $1.3 million related to payment of the June 23, 2016 dividend on outstanding options that became exercisable in the current year. The remaining stock-based compensation in both years related to the aforementioned RSU compensation expense. All performance-based options outstanding at the time of the June 23, 2016 and October 22, 2018 dividends received a $1.23 and $2.10 downward adjustment to the pre-dividend The dividends triggered a modification of both the time-vesting and performance-based options which resulted in a step-up For time-vesting options and RSUs that were outstanding at the time of the June 23, 2016 and October 22, 2018 dividend, and are expected to vest in 2019 and beyond, the Company intends to make dividend payments as these time-vesting options and RSUs vest. Pursuant to the 2014 Plan, if the Company is unable to make those payments, it may instead elect to reduce the per share exercise price of each such option by an amount equal to the dividend amount in lieu of making the applicable option payment. As such, the Company’s dividends are not considered declared and payable and are not accrued as a liability in the Company’s Consolidated Balance Sheet as of December 29, 2018. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 29, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 7. Retirement Plans The Company makes 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 its collective bargaining agreement. The Company currently operates under a collective bargaining agreement that expires September 6, 2019. Payments into the Pension Fund were $0.5 million for each of the fiscal years ended December 31, 2016 and December 30, 2017 and $0.4 million for the fiscal year ended December 29, 2018. Payments into the Benefits Fund were $1.5 million for each of the fiscal years ended December 31, 2016 and December 30, 2017 and $1.1 million for the fiscal year ended December 29, 2018. Such contributions represent less than 5% of the total contributions to the Fund. The Company paid no surcharges to the Fund. The Company does not have future obligations to contribute to the Benefits Fund upon termination of the collective bargaining agreement. 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 the Company stops participating in its multiemployer pension plan, the Company 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 the Company’s participation in the plan for the annual period ended December 30, 2017, the latest available information from the Fund. All such information is based on information the Company received from the plan. The Fund’s Employer Identification Number and Plan Number is 946313554-001. For the Company’s nonunion employees, the Company offers the following plans: a. A defined contribution retirement plan for warehouse employees, which requires an annual contribution of 15% of eligible salaries. The 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. The profit-sharing plan is available to nonunion employees who meet certain service criteria. The Company expensed $3.9 million, $3.3 million and $3.6 million for contributions to these two plans for the fiscal years ended December 31, 2016, December 30, 2017 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. The Company is not obligated to match any employee contributions for the 401(k) retirement plans. For Amelia’s employees who meet certain service criteria, the Company has a 401(k) retirement plan under which the Company will match employee contributions at a rate of 35% of each participating employee’s contributions, not to exceed 6% of wages. The Company expensed $36,110, $31,063 and $29,929 for contributions to this plan for the fiscal years ending December 31, 2016, December 30, 2017 and December 29, 2018, respectively. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 7. INCOME TAXES Income tax expense and effective tax rate for the periods presented were as follows (dollars in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 29, Income tax expense $ 2,892 $ 3,689 $ 7,724 $ 886 Effective tax rate 27.4 % 22.9 % 27.4 % 13.7 % The effective tax rate is higher than the U.S. statutory tax rate of 21% primarily due to state income taxes and permanently nondeductible expenses. The decreases in the effective tax rates for the 13 and 39 weeks ended September 28, 2019 compared to the corresponding periods of 2018 were mainly due to discrete items related to windfalls from option exercises. Our policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our condensed consolidated balance sheets. To date, we have not recognized any interest and penalties in our condensed consolidated statements of operations, nor have we accrued for or made payments for interest and penalties. We had no unrecognized tax benefits as of December 29, 2018 and September 28, 2019. | 8. Income Taxes For financial reporting purposes, the Company had income before taxes of $16.9 million for the fiscal year ended December 31, 2016, $25.8 million for the fiscal year ended December 30, 2017 and $21.9 for the fiscal year ended December 29, 2018. The Company’s components of income tax expense (in thousands) for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018 are as follows: Fiscal Year Ended December 31, December 30, December 29, Current: Federal $ 98 $ 237 $ (200 ) State 47 189 353 Total current 145 426 153 Deferred: Federal 5,446 2,928 4,523 State 1,133 1,817 1,308 Total deferred 6,579 4,745 5,831 Income tax expense $ 6,724 $ 5,171 $ 5,984 A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended December 31, December 30, December 29, Taxes at federal statutory rates 35.0 % 35.0 % 21.0 % Effect of change in federal tax rate — (21.1 %) — State income taxes net of federal benefit 4.1 % 5.1 % 6.0 % Other 0.6 % 1.1 % 0.4 % Effective income tax rate 39.7 % 20.1 % 27.4 % The primary components of the Company’s deferred tax assets and liabilities (in thousands) as of December 30, 2017 and December 29, 2018 are as follows: December 30, December 29, Deferred tax assets: Accrued compensation $ 2,765 $ 2,594 Inventory 3,110 3,553 Transaction costs 1,704 1,520 Deferred rent 7,290 12,530 Net operating loss and other carryforwards 33,263 25,781 Reserves and allowances 3,699 4,056 Other 953 1,181 Interest expense carryforward — 3,862 Total deferred tax assets 52,784 55,077 Deferred tax liabilities: Prepaid expenses (701 ) (733 ) Depreciation and amortization (33,341 ) (36,271 ) Intangible assets (9,717 ) (9,073 ) Goodwill (16,534 ) (21,897 ) Debt transaction costs (1,795 ) (2,238 ) Total deferred tax liabilities (62,088 ) (70,212 ) Net deferred tax liabilities $ (9,304 ) $ (15,135 ) The Company has net operating loss carryforwards of $96.4 million for federal income tax purposes and $27.0 million for California income tax purposes, which begin to expire in 2032. Certain tax attributes are subject to an annual limitation as a result of the Company’s acquisition of Holdings, which constitutes a change in ownership as defined under Internal Revenue Code Section 382. Based on the Company’s analysis, the Company’s projected net operating losses to be utilized in future years will not be affected by this annual limitation. As of December 29, 2018 and December 30, 2017, the Company had no uncertain tax positions and does not anticipate any changes to its uncertain tax positions within the next 12 months. The Company is subject to taxation in the United States and various state jurisdictions. As of December 29, 2018, the Company’s tax returns remain open to examination by the tax authorities for tax years 2015 to 2018 for US federal and 2014 to 2018 for various state jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (3) creating a new limitation on deductible interest expense; (4) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; and (5) expanding bonus depreciation to allow full expensing of qualified property. The SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which provides guidance on accounting for the income tax effects of the Tax Act under ASC Topic 740. SAB 118 provides a measurement period that should not extend beyond one year from the enactment date of the Tax Act for companies to complete the accounting for the effects of the Tax Act. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC Topic 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC Topic 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company recognized a provisional tax benefit of $5.4 million associated with the Tax Act in its consolidated financial statements for the fiscal year ended December 30, 2017, which was associated with the re-measurement re-measurement |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS We leased property from entities affiliated with certain of our non-controlling As of September 29, 2018 and September 28, 2019, one independent operator store was operated by family members of one employee. Independent operator commissions for this store totaled $0.3 million for each of the 13 weeks ended September 29, 2018 and September 28, 2019, and $0.9 million for each of the 39 weeks ended September 29, 2018 and September 28, 2019. We offer interest-bearing notes to independent operators and the gross operating notes and receivables due from these entities was $27.8 million and $35.3 million as of December 29, 2018 and September 28, 2019, respectively. See Note 2 for additional information. | 9. Related Party Transactions Leases for 16 store locations and one warehouse location relate to property controlled by stockholders (Note 10). During the fiscal years ended December 29, 2018 and December 30, 2017, one independent operator store was operated by family members of one employee. Independent operator commissions for this store totaled $1.3 million for each of the fiscal years ended December 31, 2016 and December 30, 2017 and $1.2 million for the fiscal year ended December 29, 2018. The Company offers interest-bearing notes to independent operators and the gross receivable due from these entities was $21.0 million and $27.8 million as of December 30, 2017 and December 29, 2018, respectively (Note 2). |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments And Contingencies | 9. 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. | 10. Commitments and Contingencies Leases Future minimum rental payments (in thousands) for all non-cancelable Third Related Total 2019 $ 82,971 $ 6,152 $ 89,123 2020 91,538 6,201 97,739 2021 93,090 6,297 99,387 2022 92,359 6,532 98,891 2023 91,955 6,410 98,365 Thereafter 801,832 48,914 850,746 Total future minimum rental payments $ 1,253,745 $ 80,506 $ 1,334,251 The Company also has non-cancelable Rental expense (in thousands) for all operating leases for fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018 is as follows: Fiscal Year Ended December 31, December 30, December 29, Rent expense—third-party lessors $ 56,825 $ 72,622 $ 79,347 Rent expense—related parties 6,490 7,309 7,141 Contingent rentals 619 531 548 Less rentals from subleases (1,129 ) (1,079 ) (1,075 ) Total rent expense $ 62,805 $ 79,383 $ 85,961 Insurance Litigation Purchase Commitments |
Earning Per Share
Earning Per Share | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Earnings Per Share [Abstract] | ||
Earning Per Share | 10. 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): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Numerator Net income attributable to common stockholders—basic $ 7,669 $ 12,445 $ 20,480 $ 5,587 Denominator Weighted-average shares of common stock—basic 68,477 88,345 68,473 75,778 Effect of dilutive RSUs 44 101 30 36 Effect of dilutive options — 4,737 — 2,788 Weighted-average shares of common stock—diluted (1) (2) 68,521 93,183 68,503 78,602 Earnings per share attributable to common stockholders: Basic $ 0.11 $ 0.14 $ 0.30 $ 0.07 Diluted $ 0.11 $ 0.13 $ 0.30 $ 0.07 (1) As discussed in Note 6, we determined that the ultimate vesting of the 5.8 million shares granted but not yet vested performance-based options was not probable as of September 29, 2018 and September 28, 2019. Accordingly, these options were not included in the weighted-average diluted shares for the periods presented as the ultimate vesting of the performance options was deemed an unresolved contingent event. If and when vesting occurs, any vested performance-based options will be included in the weighted-average diluted shares at that time. See Note 6 for additional information. (2) The weighted-average diluted shares for the 13 and 39 weeks ended September 29, 2018 did not include time-based options as the occurrence of a contingent event (involuntary termination, change in control or initial public offering) was not deemed probable. See Note 6 for more information. Upon the completion of the IPO in June 2019, the contingent event had occurred and therefore time-based options were included in the weighted-average diluted shares for the 13 and 39 weeks ended September 28, 2019. The following weighted-average common stock equivalents were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive (in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, RSUs — — 7 17 Options — — — 200 Total — — 7 217 | 11. Earnings Per Share Attributable to Common Stockholders 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: Fiscal Year Ended Dollars and shares in thousands, except per share amounts December 31, December 30, December 29, Numerator Net income attributable to common stockholders—basic $ 10,198 $ 20,601 $ 15,868 Denominator Weighted-average shares of common stock—basic 68,260 68,232 68,473 Effect of dilutive RSUs 63 100 73 Weighted-average shares of common stock—diluted 68,323 68,332 68,546 Earnings per share attributable to common stockholders: Basic $ 0.15 $ 0.30 $ 0.24 Diluted $ 0.15 $ 0.30 $ 0.23 Unaudited pro forma earnings per share The unaudited pro forma earnings per share reflects the application of 5,675,227 shares from the initial public offering (assuming the initial public offering price of $22.00 per share) that are necessary to cover the portion of the $152.2 million dividend paid to stockholders on October 22, 2018 which was in excess of the Company’s historical earnings. Net income attributable to common stockholders has been adjusted to assume no interest was paid on the incremental term loans entered into necessary to finance the dividend. Dollars and shares in thousands, except per share amounts Fiscal Year Ended (unaudited) Numerator Net income attributable to common stockholders—basic $ 15,868 Adjust for Interest paid on incremental term loans 1,080 Pro forma net income attributable to common stockholders—basic $ 16,948 Denominator Basic: Weighted-average shares of common stock—basic 68,473 Add: common shares offered hereby to fund the dividend in excess of earnings 5,675 Pro forma weighted-average shares of common stock—basic 74,148 Diluted: Pro forma weighted-average shares of common stock—basic 74,148 Weighted average effect of dilutive RSUs 73 Pro forma weighted-average shares of common stock—diluted 74,221 Pro forma earnings per share attributable to common stockholders: Basic $ 0.23 Diluted $ 0.23 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 11. SUBSEQUENT EVENTS Secondary Public Offering In October 2019, certain 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, of which $0.6 million was expensed in the third quarter of 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. Prepayment of Debt In October 2019, we prepaid $15.0 million of principal on the senior secured term loan under our First Lien Credit Agreement. | 12. Subsequent Events The Company performed an evaluation of subsequent events from the consolidated balance sheets date of December 29, 2018 through March 26, 2019, the date that the consolidated financial statements were available to be issued, and has concluded that there are no events requiring recording or disclosure in the consolidated financial statements. |
Schedule 1-Registrant's Condens
Schedule 1-Registrant's Condensed Financial Statements | 12 Months Ended |
Dec. 29, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule 1-Registrant's Condensed Financial Statements | SCHEDULE 1—REGISTRANT’S CONDENSED FINANCIAL STATEMENTS GROCERY OUTLET HOLDING CORP. Parent Company Only CONDENSED BALANCE SHEETS (in thousands, except share and per share amounts) December 30, December 29, ASSETS Current assets: Other current assets $ — $ 497 Total current assets — 497 Investment in wholly owned subsidiary 427,882 300,922 Total assets $ 427,882 $ 301,419 LIABILITIES AND SHAREHOLDERS’ EQUITY Intercompany payable $ 750 $ 1,468 Total liabilities 750 1,468 Stockholders’ equity: Capital stock: Common stock—par value $0.001, voting common stock, 107,536,215 shares authorized, 67,435,288 and 67,381,104 shares issued and outstanding as of December 29, 2018 and December 30, 2017 67 67 Common stock—par value $0.001, nonvoting common stock, 17,463,785 shares authorized, 1,038,413 shares issued and outstanding as of December 29, 2018 and December 30, 2017 1 1 Series A Preferred stock—par value $0.001, nonvoting preferred stock, 1 share authorized, 1 share issued and outstanding as of December 29, 2018 and December 30, 2017 — — Additional paid-in capital 403,289 287,457 Retained Earnings 23,776 12,426 Total stockholders’ equity 427,133 299,951 Total liabilities and stockholders’ equity $ 427,882 $ 301,419 See notes to condensed Parent Company financial statements. GROCERY OUTLET HOLDING CORP. Parent Company Only CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands) Fiscal Year Ended December 31, December 30, December 29, Operating expenses $ 294 $ 181 $ 216 Operating loss (294 ) (181 ) (216 ) Loss before equity in net income of subsidiary (294 ) (181 ) (216 ) Equity in net income of subsidiary, net of tax 10,492 20,782 16,084 Net income and comprehensive income $ 10,198 $ 20,601 $ 15,868 See notes to condensed Parent Company financial statements. GROCERY OUTLET HOLDING CORP. Parent Company Only CONDENSED STATEMENTS OF CASH FLOWS (in thousands) Fiscal Year Ended December 31, December 30, December 29, Cash flows from operating activities: Net income $ 10,198 $ 20,601 $ 15,868 Adjustments to reconcile net income to net cash used in operating activities Equity in net income of subsidiary (10,492 ) (20,782 ) (16,084 ) Dividend received from subsidiary (return on capital) — — 27,351 Changes in operating assets and liabilities Other current assets — — (497 ) Net cash (used in) provided by operating activities (294 ) (181 ) 26,638 Cash flows from investing activities: Dividend received from subsidiary (return of capital) 86,454 — 126,236 Net cash provided by investing activities 86,454 — 126,236 Cash flows from financing activities: Intercompany payables 375 353 718 Proceeds from exercise of stock options 172 — 29 Repurchase of shares (253 ) (172 ) (34 ) Dividend paid to shareholders (86,454 ) — (153,587 ) Net cash used in financing activities (86,160 ) 181 (152,874 ) Net (decrease) increase in cash — — — Cash, beginning of period — — — Cash, end of period $ — $ — $ — See notes to condensed Parent Company financial statements. GROCERY OUTLET HOLDING CORP. (PARENT COMPANY ONLY) NOTES TO CONDENSED FINANCIAL STATEMENTS 1. Description of Grocery Outlet Holding Corp. Grocery Outlet Holding Corp. (the “Parent”), which is majority-owned by a private equity investment fund, owns 100% of Globe Intermediate Corp. (“Intermediate”), which owns 100% of GOBP Holdings, Inc. (“Holdings”), which owns 100% of GOBP Midco, Inc. (“Midco”), which owns 100% of Grocery Outlet Inc. (“GOI”), a high-growth, extreme value retailer of quality, name-brand consumables and fresh products sold through a network of independently operated stores. The Parent was incorporated in Delaware on September 11, 2014 and became the ultimate parent of GOI on October 7, 2014. The Parent has no operations or significant assets or liabilities other than its investment in Intermediate. Accordingly, the Parent is dependent upon distributions from Intermediate to fund its limited, non-significant operating expenses. However, Holdings’ and GOI’s ability to pay dividends or lend to Intermediate or Parent is limited under the terms of various debt agreements. Intermediate and Holdings are parties to credit facilities that contain covenants limiting the Parent’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. Due to the aforementioned qualitative restrictions, substantially all of the assets of the Parent’s subsidiaries are restricted. These covenants are subject to important exceptions and qualifications as described in such credit facilities. 2. Basis of Presentation The accompanying condensed financial statements (parent company only) include the accounts of the Parent and its investment in Intermediate, accounted for in accordance with the equity method, and do not present the financial statements of the Parent and its subsidiary on a consolidated basis. These parent company only financial statements should be read in conjunction with the Grocery Outlet Holding Corp. consolidated financial statements. On June 6, 2019, the Company effected a 1.403 for 1 forward stock split. All share amounts have been adjusted retroactively for the impact of this forward stock split for all periods presented. 3. Dividends from Subsidiaries The Parent received a dividend from Intermediate of $86.5 million on June 23, 2016 for the fiscal year ended December 31, 2016. 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 declared a dividend of $86.5 million to holders of its common stock. This dividend has been reflected as a return of capital in the accompanying condensed financial statements. The Parent 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 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. |
Leases
Leases | 9 Months Ended |
Sep. 28, 2019 | |
Leases [Abstract] | |
Leases | 3. 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. 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. We account for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease Leases for 16 of our store locations and one warehouse location are controlled by related parties. As of September 28, 2019, the ROU asset and lease liability related to these properties was $44.9 million and $49.3 million, respectively. As of September 28, 2019, we had executed leases for 36 store locations that we had not yet taken possession of with total undiscounted future lease payments of $217.2 million over approximately 15 years. Our lease terms may include options to extend the lease when we are reasonably certain that we will exercise such options. Based upon our initial investment in store leasehold improvements, we utilize an initial reasonably certain lease life of 15 years. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 5 years or more. Our leases do not include any material residual value guarantees or material restrictive covenants. We also have non-cancelable The balance sheet classification of our right-of-use Leases Classification Assets: Operating lease assets Operating right-of-use asset $ 680,178 Finance lease assets Other assets 4,226 Total leased assets $ 684,404 Liabilities: Current Operating Current lease liability $ 38,510 Finance Current lease liability 536 Noncurrent Operating Lease liability 715,796 Finance Lease liability 3,766 Total lease liabilities $ 758,608 The components of lease expense for the 13 and 39 weeks ended September 28, 2019 were as follows (in thousands): 13 Weeks Ended 39 Weeks Ended Lease Cost Classification September 28, September 28, Operating lease cost Selling, general and administrative expenses $ 24,211 $ 71,085 Finance lease cost: Amortization of right-of-use Depreciation and amortization 173 520 Interest on leased liabilities Interest expense, net 68 192 Sublease income Other income (299 ) (949 ) Net Lease Cost $ 24,153 $ 70,848 Short-term lease expense and variable lease payments recorded in operating expenses were immaterial for the 13 and 39 weeks ended September 28, 2019. Rental expense for all operating leases for fiscal years ended December 30, 2017 and December 29, 2018 (under ASC 840) was as follows (in thousands): Fiscal Year Ended December 30, December 29, Rent expense—third-party lessors $ 72,622 $ 79,347 Rent expense—related parties 7,309 7,141 Contingent rentals 531 548 Less rentals from subleases (1,079 ) (1,075 ) Total rent expense $ 79,383 $ 85,961 The undiscounted future lease payments under the lease liability as of December 29, 2018 (under ASC 840) were as follows (in thousands): Third Parties Related Parties Total Fiscal 2019 $ 82,971 $ 6,152 $ 89,123 Fiscal 2020 91,538 6,201 97,739 Fiscal 2021 93,090 6,297 99,387 Fiscal 2022 92,359 6,532 98,891 Fiscal 2023 91,955 6,410 98,365 Thereafter 801,832 48,914 850,746 Total future lease payments $ 1,253,745 $ 80,506 $ 1,334,251 The undiscounted future lease payments under the lease liability as of September 28, 2019 were as follows (in thousands): Maturity of Lease Liabilities Operating Finance Total Remainder of fiscal 2019 $ 23,318 $ 203 $ 23,521 Fiscal 2020 93,885 756 94,641 Fiscal 2021 94,413 777 95,190 Fiscal 2022 93,733 724 94,457 Fiscal 2023 93,454 622 94,076 Thereafter 789,416 2,429 791,845 Total lease payments 1,188,219 5,511 $ 1,193,730 Less: Interest (433,912 ) (1,209 ) Present value of lease liabilities $ 754,307 $ 4,302 The weighted-average lease term and discount rate as of September 28, 2019 were as follows: Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 12.34 Finance leases 8.17 Weighted-average discount rate: Operating leases 7.72 % Finance leases 6.02 % Supplemental cash flow information for the 39 weeks ended September 28, 2019 related to leases was as follows (in thousands): Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 65,448 Leased assets obtained in exchange for new operating lease liabilities—adoption $ 641,529 Leased assets obtained in exchange for new operating lease liabilities—39 weeks ended September 28, 2019 $ 70,965 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Accounting Policies [Abstract] | ||
The Company | Grocery Outlet Holding Corp. (“GO Holding”), which is majority-owned by a private equity investment fund, owns 100% of Globe Intermediate Corp. (“Intermediate”), which owns 100% of GOBP Holdings, Inc. (“Holdings”), which owns 100% of GOBP Midco, Inc. (“Midco”), which owns 100% of Grocery Outlet Inc. (“GOI”), a high-growth, extreme value retailer of quality, name-brand consumables and fresh products sold through a network of independently operated stores. GOI owns 100% of Amelia’s LLC (“Amelia’s”), also an extreme value retailer of quality, name-brand consumables and fresh products (GO Holding and its subsidiaries, the “Company”). The product offering is ever-changing with a constant rotation of opportunistic products, complemented by everyday staples across grocery, produce, refrigerated and frozen foods, beer and wine, fresh meat and seafood, general merchandise and health and beauty care. The Company has 296 stores in five western states, as well as 20 stores in Pennsylvania. All stores, except for two Company-operated stores in California and six in Pennsylvania, are independent business entities operated by entrepreneurial small business owners with a relentless focus on selecting the best products for their communities, providing personalized customer service and driving improved store performance. The Company enters into an independent operator agreement (“Operator Agreement”) with each independent operator (“IO”), which grants that IO a license to operate a particular Grocery Outlet Bargain Market retail store. The Operator Agreement requires the IO to be a business entity owned by one or more individuals. The vast majority of the IOs operate a single store, with most working as two-person | |
Consolidation | Our unaudited condensed 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 condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for any future annual or interim period. | The accompanying consolidated financial statements include GO Holding and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. See discussion below on variable interest entities for further information. |
Fiscal Year | The Company’s fiscal year ends on the Saturday closest to December 31. The fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018 all contained 52 weeks. | |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can differ from these estimates depending upon certain risks and uncertainties, and changes in these estimates are recorded when known. | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can differ from these estimates depending upon certain risks and uncertainties, and changes in these estimates are recorded when known. |
Cash and Cash Equivalents | The Company considers 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 IO Receivables and Notes and Other Accounts Receivable | The Company maintains allowances and accruals for estimated losses of amounts advanced to independent operators and other third parties determined to be uncollectible. See Note 2 for a detail of these amounts as of December 30, 2017 and December 29, 2018. | |
Concentrations of Credit Risk | Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents including money market funds and notes and accounts receivables. Although the Company deposits its cash with creditworthy financial institutions, its deposits, at times, may exceed federally insured limits. To date, the Company has not experienced any losses on its cash deposits. No individual customer or independent operator accounted for greater than 10% of the Company’s sales for the years ended December 31, 2016, December 30, 2017 and December 29, 2018 and no individual customer or independent operator accounted for 10% or greater accounts receivable and notes receivable as of December 30, 2017 and December 29, 2018. | |
Merchandise Inventories | Merchandise inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out | Merchandise inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out |
Property and Equipment | Property and equipment is stated at cost and includes expenditures for significant improvements to leased premises. Depreciation of property and equipment is computed 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 computed based on the shorter of their estimated useful life or the remaining terms of the lease. Remaining terms of leases currently range from one to 20 years. The Company evaluates 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, the Company assesses 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. If the sum of the undiscounted future cash flows is less than the carrying amount of an asset, the Company records an impairment loss for the amount by which the carrying amount of the assets exceeds its fair value. The Company recorded an impairment charge of $0.6 million in the year ended December 29, 2018. There were no impairment charges recorded in the years ended December 31, 2016 or December 30, 2017. | |
Deferred Rent | The Company recognizes rent holidays at the earlier of the first rent payment or from the period of time the Company has possession of the property, as well as tenant allowances and escalating rent provisions, on a straight-line | |
Construction Allowances | As part of certain lease agreements, the Company receives construction allowances from landlords. The construction allowances are deferred and amortized on a straight-line basis over the life of each respective lease as a reduction to rent expense. | |
Debt Issuance Costs | Debt issuance costs are amortized using the straight-line method over the term of the related credit agreements which approximates the effective interest rate method. Debt issuance cost amortization is included in interest expense, net in the consolidated statements of operations. Debt issuance costs associated with the Company’s senior term loans are presented on the Company’s consolidated balance sheets as a direct reduction in the carrying value of the associated debt liability. Fees paid to lenders to obtain its secured revolving loan facility are presented as a non-current | |
Goodwill and Other Intangible Assets | The Company has both goodwill and intangible assets recorded on its consolidated balance sheet. Goodwill is not amortized, but rather is subject to an annual impairment test. The annual impairment testing date is the first day of the fourth quarter. Should certain events or indicators of impairment occur between annual impairment tests, the Company would perform an impairment test of goodwill at that date. In this analysis, the Company’s assets and liabilities, including goodwill and other intangible assets, are assigned to the respective reporting unit. Measurement of an impairment loss would be based on the excess of the carrying amount of the reporting unit over its fair value. The fair value of the reporting unit is determined using a combination of the income approach, which estimates the fair value of the reporting unit based on its discounted future cash flows, and two market approach methodologies, which estimate the fair value of the reporting unit based on market prices for publicly traded comparable companies as well as revenue and earnings multiples for merged and acquired companies in a similar industry. There were no goodwill impairment charges recorded for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018. There were no changes in the carrying amount of goodwill for the fiscal years ended December 30, 2017 and December 29, 2018 and no impairments of goodwill have been recorded since its inception. Intangible assets include trademarks, computer software, mailing lists and other intangible assets. The Company reviews its 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 assets are not recoverable, the impairment is measured as the amount by which the carrying value of the asset exceeds its fair value. There were no impairments of intangible assets recognized for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018. Trademarks represent the value of all the Company’s trademarks and trade names in the marketplace. The Company is amortizing the value assigned to the trade name on a straight-line basis over 15 years. Computer software includes both acquired software and eligible costs to develop internal-use Other intangible assets, including the unamortized fair value of previously acquired leasehold interests and mailing lists are amortized over their estimated useful lives, ranging from one to 20 years. | |
Stock-Based Compensation | Stock-based Compensation Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognizes compensation expense for awards expected to vest 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 is accelerated for certain employees in the event of a change in control. Compensation expense for employee stock-based awards whose vesting is subject to the fulfillment of both a market condition and the occurrence of a performance condition is recognized on a graded-vesting basis at the time the achievement of the performance condition becomes probable. The expected stock price volatility for the common stock was estimated 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 the Company’s 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. The weighted-average expected term is determined with reference to historical exercise and post-vesting cancellation experience and the vesting period and contractual term of the awards. The forfeitures rate is estimated based on historical experience and expected future activity. The fair value of shares of common stock underlying the stock options has historically been the determined by the Company’s board of directors, with input from management. Because there has been no public market for the Company’s common stock, the board of directors determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors including independent third-party valuations of the Company’s common stock, operating and financial performance, the lack of liquidity of the Company’s capital stock and general and industry specific economic outlook, among other factors. Following the consummation of this offering, the fair value of our common stock will be the closing price of our common stock as reported on the date of grant. | |
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. | The Company manages its business on the basis of one operating segment. All of the Company’s sales were made to customers located in the United States and all property and equipment is located in the United States. |
Fair Value Measurements | 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 Level 2 Level 3 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 following table sets forth the fair value of our financial liabilities by level within the fair value hierarchy (in thousands): December 29, September 28, Financial Liabilities: Long-term debt, long-term portion (Level 2) $ 845,327 $ 478,454 Long-term debt, current portion (Level 2) 7,250 — Total financial liabilities (1) $ 852,577 $ 478,454 (1) The carrying amounts of our bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. | The fair value of financial instruments are 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 Level 2 Level 3 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 following table sets forth (in thousands) the fair value of the Company’s financial liabilities by level within the fair value hierarchy as of December 30, 2017: Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial Liabilities: Long-term debt, including current portion (1) 726,810 — 726,810 — Total financial liabilities $ 726,810 $ — $ 726,810 $ — (1) Of this amount, $5,290 is classified as current. The gross carrying amounts of the Company’s bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. The following table sets forth (in thousands) the fair value of the Company’s financial liabilities by level within the fair value hierarchy as of December 29, 2018: Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial Liabilities: Long-term debt, including current portion (1) 852,577 — 852,577 — Total financial liabilities $ 852,577 $ — $ 852,577 $ — (1) Of this amount, $7,250 is classified as current. The gross carrying amounts of the Company’s bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 2 for any of the periods presented. Cash and cash equivalents, IO receivables, other accounts receivable and accounts payable Independent operator notes (net) |
Insurance and Self-Insurance Liabilities | The Company uses a combination of insurance and self-insurance | |
Revenue Recognition | Net Sales 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 December 29, 2018 and September 28, 2019. Gift Cards run-off Disaggregated Revenues 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Perishable (1) $ 194,723 $ 223,329 $ 578,069 $ 651,758 Non-perishable (2) 382,121 429,211 1,124,391 1,252,342 Total sales $ 576,844 $ 652,540 $ 1,702,460 $ 1,904,100 (1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood. (2) Non-perishable | Net Sales The Company recognizes revenues from the sale of products at the point of sale, net of any taxes or deposits collected and remitted to governmental authorities. The Company’s 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 the Company are recognized at the time of sale as a reduction in sales as the products are sold. Discounts provided by independent operators are not recognized as a reduction in sales as these are provided solely by the independent operator who bears the incidental costs arising from the discount. The Company does not accept manufacturer coupons. The Company does 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 December 29, 2018. Gift Cards The Company records 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 the Company has satisfied its performance obligation. While gift cards are generally redeemed within 12 months, some are never fully redeemed. The Company reduces the liability and recognizes 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 one-time 2014-09. Disaggregated Revenues The following table presents sales revenue (in thousands) by type of product for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018. December 31, December 30, December 29, Perishable (1) $ 621,194 $ 694,696 $ 768,373 Non-perishable 1,210,337 1,380,769 1,519,287 Total sales $ 1,831,531 $ 2,075,465 $ 2,287,660 (1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood. (2) Non-perishable |
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 selling, general and administrative expenses in the accompanying consolidated statements of operations and amounted to approximately $19.8 million, $20.8 million and $21.2 million in the years ended December 31, 2016, December 30, 2017 and December 29, 2018, respectively. | |
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 the Company’s 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. The Company has not recorded any valuation allowances against its deferred income tax balances for the fiscal years ended December 30, 2017 and December 29, 2018. Significant items comprising the Company’s future tax benefits and liabilities (deferred tax assets and liabilities) include net operating losses, depreciation and amortization, goodwill, intangible assets and deferred rent. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company records uncertain tax positions in accordance with ASC Topic 740, Income Taxes, on the basis of a two-step likely-than-not | |
Variable Interest Entities | In accordance with the variable interest entities sub-section We had 298, 308 and 332 stores operated by independent operators as of September 29, 2018, December 29, 2018 and September 28, 2019, respectively. We had agreements in place with each independent operator. The independent operator orders its merchandise exclusively from us which is provided to the independent operator on consignment. Under the independent operator agreement, the independent operator may select a majority of merchandise that we consign to the independent operator, which the independent operator chooses from our merchandise order guide according to the independent operator’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The independent operator agreement gives the independent operator discretion to adjust our initial prices if the overall effect of all price changes at any time comports with the reputation of our Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. Independent operators are required to furnish initial working capital and to acquire certain store and safety assets. The independent operator is required to hire, train and employ a properly trained workforce sufficient in number to enable the independent operator to fulfill its obligations under the independent operator agreement. The independent operator is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the independent operator agreement without cause upon 75 days’ notice. As consignor of all merchandise to each independent operator, the aggregate net sales proceeds from merchandise sales belongs to us. Sales related to independent operator stores were $558.4 million and $638.8 million for the 13 weeks ended September 29, 2018 and September 28, 2019, respectively, and $1,646.6 million and $1,857.8 million for the 39 weeks ended September 29, 2018 and September 28, 2019, respectively. We, in turn, pay independent operators a commission based on a share of the gross profit of the store. Inventories and related sales proceeds are our property, and we are responsible for store rent and related occupancy costs. Independent operator commissions were expensed and included in selling, general and administrative expenses. Independent operator commissions were $86.6 million and $98.2 million and for the 13 weeks ended September 29, 2018 and September 28, 2019, respectively, and $254.7 million and $285.2 million for the 39 weeks ended September 29, 2018 and September 28, 2019, respectively. Independent operator commissions of $3.9 million and $4.0 million were included in accrued expenses as of December 29, 2018 and September 28, 2019, respectively. Independent operators may fund their initial store investment from existing capital, a third-party loan or most commonly through a loan from us, as further discussed in Note 2. To ensure independent operator performance, the operator agreements grant us the security interests in the assets owned by the independent operator. The total investment at risk associated with each independent operator is not sufficient to permit each independent operator to finance its activities without additional subordinated financial support and, as a result, the independent operators are VIEs which we have variable interests in. To determine if we are the primary beneficiary of these VIEs, we evaluate whether we have (i) the power to direct the activities that most significantly impact the independent operator’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the independent operator that could potentially be significant to the independent operator. Our evaluation includes identification of significant activities and an assessment of its ability to direct those activities. Activities that most significantly impact the independent operator economic performance relate to sales and labor. Sales activities that significantly impact the independent operators’ economic performance include determining what merchandise the independent operator will order and sell and the price of such merchandise, both of which the independent operator controls. The independent operator is also responsible for all of their own labor. Labor activities that significantly impact the independent operator’s economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the independent operator, activities which the independent operator controls. Accordingly, the independent operator has the power to direct the activities that most significantly impact the independent operator’s economic performance. Furthermore, the mutual termination rights associated with the operator agreements do not give the Company power over the independent operator. Our maximum exposure to the independent operators is generally limited to the gross operator notes and receivables due from these entities, which was $27.8 million and $35.3 million as of December 29, 2018 and September 28, 2019, respectively. See Note 2 for additional information. | In accordance with the variable interest entities sub-section The Company had 283 stores operated by independent operators as of December 30, 2017 and 308 stores operated by independent operators as of December 29, 2018. The Company has Operator Agreements in place with each independent operator. The independent operator orders its merchandise exclusively from the Company which is provided to the independent operator on consignment. Under the independent operator agreement, the independent operator may select a majority of merchandise that the Company consigns to the independent operator, which the independent operator chooses from the Company’s merchandise order guide according to the independent operator’s knowledge and experience with local customer purchasing trends, preferences, historical sales and similar factors. The independent operator agreement gives the independent operator discretion to adjust the Company’s initial prices if the overall effect of all price changes at any time comports with the reputation of the Company’s Grocery Outlet retail stores for selling quality, name-brand consumables and fresh products and other merchandise at extreme discounts. Independent operators are required to furnish initial working capital and to acquire certain store and safety assets. The independent operator is required to hire, train and employ a properly trained workforce sufficient in number to enable the independent operator to fulfill its obligations under the independent operator agreement. The independent operator is responsible for expenses required for business operations, including all labor costs, utilities, credit card processing fees, supplies, taxes, fines, levies and other expenses. Either party may terminate the independent operator agreement without cause upon 75 days’ notice. As consignor of all merchandise to each independent operator, the aggregate net sales proceeds from merchandise sales belongs to the Company. Sales related to independent operator stores were $1,741.7 million, $1,993.7 million and $2,214.7 million for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018, respectively. The Company, in turn, pays independent operators a commission based on a share of the gross profit of the store. Inventories and related sales proceeds are the property of the Company, and the Company is responsible for store rent and related occupancy costs. Independent operator commissions of $268.6 million, $306.6 million and $340.0 million were expensed and included in selling, general and administrative expenses for the years ended December 31, 2016, December 30, 2017 and December 29, 2018, respectively. Independent operator commissions of $3.6 million and $3.9 million are included in accrued expenses as of December 30, 2017 and December 29, 2018, respectively. Independent operators may fund their initial store investment from existing capital, a third-party loan or most commonly through a loan from the Company (Note 2). To ensure independent operator performance, the operator agreements grant the Company security interests in the assets owned by the independent operator. The total investment at risk associated with each independent operator is not sufficient to permit each independent operator to finance its activities without additional subordinated financial support and, as a result, the independent operators are VIEs which the Company has variable interests in. To determine if the Company is the primary beneficiary of these VIEs, the Company evaluates whether it has (i) the power to direct the activities that most significantly impact the independent operator’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the independent operator that could potentially be significant to the independent operator. The Company’s evaluation includes identification of significant activities and an assessment of its ability to direct those activities. Activities that most significantly impact the independent operator economic performance relate to sales and labor. Sales activities that significantly impact the independent operators’ economic performance include determining what merchandise the independent operator will order and sell and the price of such merchandise, both of which the independent operator controls. The independent operator is also responsible for all of their own labor. Labor activities that significantly impact the independent operator’s economic performance include hiring, training, supervising, directing, compensating (including wages, salaries and employee benefits) and terminating all of the employees of the independent operator, activities which the independent operator controls. Accordingly, the independent operator has the power to direct the activities that most significantly impact the independent operator’s economic performance. Furthermore, the mutual termination rights associated with the operator agreements do not give the Company power over the independent operator. The Company’s maximum exposure to the independent operators is generally limited to the gross receivable due from these entities, which was $21.0 million and $27.8 million as of December 30, 2017 and December 29, 2018, respectively (Note 2). |
Net income per share | Basic net income per share is computed 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 restricted stock outstanding during the period, to the extent such securities would not be anti-dilutive, and is determined using the treasury stock method. | |
Recently Issued Accounting Standards and Recently Adopted Accounting Standards | In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”). ASU 2016-13, 2016-13 2016-13 In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract 2018-15”). 2018-15 internal-use 2018-15 2018-15 2018-15 Recently Adopted Accounting Standards We adopted ASU 2016-02, Leases (Topic 842) No. 2018-11, Leases (Topic 840) • We did not reassess whether expired or existing contracts are or contain a lease; • We did not reassess the classification of existing leases; and • We did not reassess the accounting treatment for initial direct costs. In addition, we elected the practical expedient related to short-term leases, which allows us not to recognize a ROU asset and lease liability for leases with an initial expected term of 12 months or less. Adoption of the new standard resulted in the recordation of additional lease assets of $646.0 million and lease liabilities of $709.0 million on the consolidated balance sheets as of December 30, 2018, which includes the reclassification of amounts presented in comparative periods as deferred rent as a reduction to the ROU assets. The adoption of the new standard did not result in a material cumulative-effect adjustment to the opening balance of retained earnings. The standard did not materially impact the consolidated statement of operations and other comprehensive income or the consolidated statement of cash flows. See Note 3 for further discussion on the adoption of ASU 2016-02. | The following summarizes recently issued accounting standards: In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2016-02, right-of-use No. 2018-11 non-cancelable In August 2018, the FASB issued ASU No. 2018-15, internal-use Recently Adopted Accounting Standards On December 31, 2017, the Company adopted the FASB’s ASU No. 2014-09, 2014-09”), 2014-09 2014-09 Concurrent with the adoption of ASU 2014-09, No. 2016-04, 405-20, one-time On December 31, 2017, the Company prospectively adopted ASU No. 2016-09, |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed consolidated balance sheet as of December 29, 2018 has been derived from our audited consolidated financial statements, which are included in the prospectus dated October 3, 2019, as filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 4, 2019 (File No. 333-234036) | |
Leases | We adopted Accounting Standards Update No. 2016-02 2016-02”), Leases (Topic 842) right-of-use ROU 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. ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, reduced by landlord incentives. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments based on the information available at the commencement date to determine the present value of our lease payments. The ROU asset also excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Amortization of the ROU asset, interest expense on the lease liability and operating and financing cash flows for finance leases is immaterial. We have lease agreements with retail facilities for store locations, distribution centers, office space and equipment with lease and non-lease non-cancelable |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Accounting Policies [Abstract] | ||
Fair Value of Financial Liabilities | The following table sets forth the fair value of our financial liabilities by level within the fair value hierarchy (in thousands): December 29, September 28, Financial Liabilities: Long-term debt, long-term portion (Level 2) $ 845,327 $ 478,454 Long-term debt, current portion (Level 2) 7,250 — Total financial liabilities (1) $ 852,577 $ 478,454 (1) The carrying amounts of our bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. | The following table sets forth (in thousands) the fair value of the Company’s financial liabilities by level within the fair value hierarchy as of December 30, 2017: Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial Liabilities: Long-term debt, including current portion (1) 726,810 — 726,810 — Total financial liabilities $ 726,810 $ — $ 726,810 $ — (1) Of this amount, $5,290 is classified as current. The gross carrying amounts of the Company’s bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. The following table sets forth (in thousands) the fair value of the Company’s financial liabilities by level within the fair value hierarchy as of December 29, 2018: Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial Liabilities: Long-term debt, including current portion (1) 852,577 — 852,577 — Total financial liabilities $ 852,577 $ — $ 852,577 $ — (1) Of this amount, $7,250 is classified as current. The gross carrying amounts of the Company’s bank debt, before reduction of the debt issuance costs, approximate their fair values as the stated rates approximate market rates for loans with similar terms. |
Disaggregated Revenues | Disaggregated Revenues 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Perishable (1) $ 194,723 $ 223,329 $ 578,069 $ 651,758 Non-perishable (2) 382,121 429,211 1,124,391 1,252,342 Total sales $ 576,844 $ 652,540 $ 1,702,460 $ 1,904,100 (1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood. (2) Non-perishable | Disaggregated Revenues The following table presents sales revenue (in thousands) by type of product for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018. December 31, December 30, December 29, Perishable (1) $ 621,194 $ 694,696 $ 768,373 Non-perishable 1,210,337 1,380,769 1,519,287 Total sales $ 1,831,531 $ 2,075,465 $ 2,287,660 (1) Perishable departments include dairy and deli; produce and floral; and fresh meat and seafood. (2) Non-perishable |
Independent Operator Notes an_2
Independent Operator Notes and Receivables (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Receivables [Abstract] | ||
Amounts Due From Independent Operators and the Related Allowances and Accruals for Estimated Losses | Amounts due from independent operators and the related allowances and accruals for estimated losses as of December 29, 2018 and September 28, 2019 consisted of the following (in thousands): Allowance Current Long-term Gross Current Long-term Net December 29, 2018 Independent operator notes $ 23,450 $ (577 ) $ (7,926 ) $ 14,947 $ 1,301 $ 13,646 Independent operator receivables 4,319 (564 ) — 3,755 3,755 — Total $ 27,769 $ (1,141 ) $ (7,926 ) $ 18,702 $ 5,056 $ 13,646 Allowance Current Long-term Gross Current Long-term Net September 28, 2019 Independent operator notes $ 29,855 $ (690 ) $ (9,195 ) $ 19,970 $ 1,702 $ 18,268 Independent operator receivables 5,476 (584 ) — 4,892 4,892 — Total $ 35,331 $ (1,274 ) $ (9,195 ) $ 24,862 $ 6,594 $ 18,268 | Amounts due from independent operators and the related allowances and accruals for estimated losses (in thousands) as of December 30, 2017 consist of the following: Allowance Gross Current Long-term Net Current Long-term Independent operator notes $ 16,502 $ (992 ) $ (6,982 ) $ 8,527 $ 1,039 $ 7,489 Independent operator receivables 4,513 (1,057 ) — 3,457 3,456 — $ 21,015 $ (2,049 ) $ (6,982 ) $ 11,984 $ 4,495 $ 7,489 Amounts due from independent operators and the related allowances and accruals for estimated losses (in thousands) as of December 29, 2018 consist of the following: Allowance Gross Current Long-term Net Current Long-term Independent operator notes $ 23,450 $ (577 ) $ (7,926 ) $ 14,947 $ 1,301 $ 13,646 Independent operator receivables 4,319 (564 ) — 3,755 3,755 — $ 27,769 $ (1,141 ) $ (7,926 ) $ 18,702 $ 5,056 $ 13,646 |
Summary of Activity in Independent Operator Notes and Receivables Allowance | A summary of activity (in thousands) in the Company’s independent operator notes and receivables allowance is as follows: Fiscal Year Ended December 31, December 30, December 29, Balance at beginning of year $ 1,909 $ 6,046 $ 9,031 Provision for independent operator notes and receivables 4,284 3,259 1,029 Write-off (147 ) (274 ) (993 ) Balance at end of year $ 6,046 $ 9,031 $ 9,067 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment (in thousands) as of December 30, 2017 and December 29, 2018 consist of the following: Property and Accumulated Property and December 30, 2017: Leasehold improvements $ 162,592 $ (27,247 ) $ 135,345 Fixtures and equipment 193,397 (55,766 ) 137,631 Lease acquisition costs 352 (112 ) 240 Construction in progress 4,530 — 4,530 Totals $ 360,871 $ (83,125) $ 277,746 December 29, 2018: Leasehold improvements $ 190,158 $ (39,509) $ 150,649 Fixtures and equipment 220,337 (78,996 ) 141,341 Lease acquisition costs 433 (251 ) 182 Construction in progress 11,860 — 11,860 Totals $ 422,788 $ (118,756) $ 304,032 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets (in thousands) as of December 30, 2017 and December 29, 2018 consist of the following: Useful Lives Intangible Accumulated Intangible December 30, 2017: Intangibles—subject to amortization Trademarks 15 years $ 58,400 $ (12,538 ) $ 45,862 Customer lists 5 years 160 (103 ) 57 Leasehold interests 1–20 years 30,468 (9,540 ) 20,928 Computer software 3 years 15,940 (11,473 ) 4,467 Total intangibles—subject to amortization 104,968 (33,654 ) 71,314 Intangibles not subject to amortization Liquor licenses 4,350 — 4,350 Totals $ 109,318 $ (33,654) $ 75,664 December 29, 2018: Intangibles—subject to amortization Trademarks 15 years $ 58,400 $ (16,431 ) $ 41,969 Customer lists 5 years 160 (135 ) 25 Leasehold interests 1–20 years 30,468 (12,735 ) 17,733 Computer software 3 years 18,176 (14,324 ) 3,852 Total intangibles—subject to amortization 107,204 (43,625 ) 63,579 Intangibles not subject to amortization Liquor licenses 5,245 — 5,245 Totals $ 112,449 $ (43,625 ) $ 68,824 | |
Estimated Future Amortization Expense Related to Finite-Lived Intangible Assets | The estimated future amortization expense related to finite-lived intangible assets at September 28, 2019 was as follows (in thousands): Remainder of fiscal 2019 $ 2,341 Fiscal 2020 8,642 Fiscal 2021 7,586 Fiscal 2022 6,403 Fiscal 2023 5,621 Thereafter 27,090 Total $ 57,683 | carrying value of intangible assets due to impairment charges. Estimated aggregate future amortization expense (in thousands) by fiscal year for intangible assets is as follows: 2019 $ 9,268 2020 8,143 2021 7,086 2022 6,320 2023 5,651 Thereafter 27,111 Total $ 63,579 |
Information Regarding Goodwill and Intangible Assets | Information regarding our goodwill and intangible assets as of December 29, 2018 was as follows (in thousands): Useful Lives Gross Accumulated Net Trademarks 15 $ 58,400 $ (16,431 ) $ 41,969 Customer lists 5 160 (135 ) 25 Leasehold interests 1–20 30,468 (12,735 ) 17,733 Computer software 3 18,176 (14,324 ) 3,852 Total finite-lived intangible assets 107,204 (43,625 ) 63,579 Liquor licenses Indefinite 5,245 — 5,245 Total intangible assets 112,449 (43,625 ) 68,824 Goodwill 747,943 — 747,943 Total goodwill and intangible assets $ 860,392 $ (43,625 ) $ 816,767 Information regarding our goodwill and intangible assets as of September 28, 2019 was as follows (in thousands): Useful Lives Gross Accumulated Net Trademarks 15 $ 58,400 $ (19,351 ) $ 39,049 Customer lists 5 160 (159 ) 1 Leasehold interests 1–20 30,468 (15,195 ) 15,273 Computer software 3 19,722 (16,362 ) 3,360 Total finite-lived intangibles 108,750 (51,067 ) 57,683 Liquor licenses Indefinite 6,408 — 6,408 Total intangible assets 115,158 (51,067 ) 64,091 Goodwill 747,943 — 747,943 Total goodwill and other intangibles $ 863,101 $ (51,067 ) $ 812,034 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): December 29, September 28, Contractual Effective Maturity Term loans: First Lien Credit Agreement $ 725,000 (1) $ 475,188 3.50% + Eurodollar rate, 5.76 % (5) October Second Lien Credit Agreement 150,000 (1) — 7.25% + Eurodollar rate, — % (6) October Revolving credit facility — — 3.25 % to 3.75% + — % October Notes payable — 312 Capital lease 2,019 — Long-term debt—gross 877,019 475,500 Less: Debt discounts and debt issuance costs, net of amortization (19,651 ) (1) (12,982 ) Long-term debt—net 857,368 462,518 Less: Current portion (7,349 ) (267 ) (7) Long-term debt—noncurrent $ 850,019 $ 462,251 (1) To conform with current period presentation, unamortized debt discounts of $1.8 million and $1.5 million as of December 29, 2018 have been reclassified from “First Lien Credit Agreement” and “Second Lien Credit Agreement,” respectively, and included in “Debt discounts and debt issuance costs, net of amortization.” This reclassification had no impact on our condensed consolidated financial statements for 2018. (2) Eurodollar rate has a floor rate of 0.00% and is subject to adjustment required under regulations issued by the Federal Reserve Board for determining maximum reserve requirements with respect to Eurocurrency funding. (3) ABR rate is the highest of the prime rate, the federal funds effective rate + 0.50%, or Eurodollar rate +1.00%. (4) Rates vary depending on the applicable first lien secured leverage ratio as defined by the agreement. (5) Represents the effective interest rate as of September 28, 2019. (6) We repaid this term loan balance in full in connection with the closing of our IPO in June 2019 as further discussed below. (7) Represents our note payments due in the next 12 months. As discussed below, the principal payment of our outstanding term loan under the First Lien Credit Agreement will not be due until its maturity date. | Long-term debt (in thousands) as of December 30, 2017 and December 29, 2018 consist of the following: December 30, December 29, Term loans under 2014 First Lien Credit Agreement $ 525,010 — Term loans under 2014 Second Lien Credit Agreement 200,000 — Term loans under 2018 First Lien Credit Agreement — 723,236 Term loans under 2018 Second Lien Credit Agreement — 148,535 Capital lease 2,113 2,019 Subtotal 727,123 873,790 Less current portion (5,384 ) (7,349 ) Long-term debt 721,739 866,441 Less debt issuance costs (Note 1) (16,237 ) (16,422 ) Long-term debt—net $ 705,502 $ 850,019 |
Interest Expense | Interest expense, net, consisted of the following (in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Interest on term loan debt $ 12,717 $ 7,220 $ 37,957 $ 38,476 Amortization of debt issuance costs 1,090 533 3,275 1,828 Interest on capital leases 29 68 88 192 Other — — — 7 Interest income (310 ) (479 ) (908 ) (1,271 ) Interest expense, net $ 13,526 $ 7,342 $ 40,412 $ 39,232 | The components of interest expense, net and debt extinguishment and modification costs (in thousands) are as follows: Fiscal Year Ended December 31, December 30, December 29, Interest on term loan debt $ 43,656 $ 46,235 $ 52,569 Amortization of debt issuance costs 4,301 4,442 4,024 Interest on capital leases 151 122 117 Other — 30 2 Interest income (961 ) (1,131 ) (1,350 ) Interest expense, net $ 47,147 $ 49,698 $ 55,362 Write off of debt issuance costs — 1,258 3,459 Debt modification costs — 208 1,794 Debt extinguishment and modification costs $ — $ 1,466 $ 5,253 |
Schedule of Principal Maturities | Principal maturities of our debt as of September 28, 2019 were as follows (in thousands): Remainder of fiscal 2019 $ 45 Fiscal 2020 267 Fiscal 2021 — Fiscal 2022 — Fiscal 2023 — Thereafter 475,188 Total $ 475,500 | Principal maturities of long-term debt (in thousands) as of December 29, 2018, are as follows: 2019 $ 7,349 2020 9,173 2021 7,383 2022 7,390 2023 7,399 Thereafter 835,096 Total $ 873,790 |
Debt Extinguishment and Modification Costs | Debt extinguishment and modification costs consisted of following (in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Write off of debt issuance costs $ — $ 322 $ — $ 4,110 Debt modification costs — 150 — 150 Write off of loan discounts — — — 1,374 Debt extinguishment and modification costs $ — $ 472 $ — $ 5,634 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Weighted-Average Fair Value for Time-Based and Performance-Based Options and RSUs Granted | The respective models resulted in a weighted-average fair value for time-based and performance-based options and RSUs granted as of September 28, 2019 were as follows: September 28, Time-based options $ 7.66 Performance-based options 6.80 RSUs 27.13 | The respective models resulted in a weighted-average fair value for time-vesting and performance-based options and RSUs granted as of December 30, 2017 and December 29, 2018 as follows: December 30, December 29, Time-vesting options $ 2.31 $ 2.96 RSUs 7.72 10.36 Performance-vesting options 2.91 4.65 |
Assumptions Used to Estimate Fair Values of Time-Based Options | The fair values of time-based options were estimated as of the grant date using the Black-Scholes valuation model with the following assumptions: 39 Weeks Ended September 28, Exercise price $ 21.66 Volatility 30.2 % Risk-free rate 1.9 % Dividend yield — % Expected life (in years) 6.83 | The following assumptions were used: December 30, December 29, Exercise price $ 9.06 $ 11.98 Volatility 50 % 35 % Risk-free rate 1.5 % 2.6 % Dividend yield 0.0 % 0.0 % Expected life (in years) 2.5 2.8 |
Summary of Stock Option Activity | The following table summarizes our stock option activity under all equity incentive plans during the 39 weeks ended September 28, 2019: Time-Based Options Performance-Based Number of Weighted- Number of Weighted- Outstanding—December 29, 2018 5,798,375 $ 7.53 5,795,330 $ 4.40 Granted 1,363,822 21.66 99,788 17.29 Exercised (134,831 ) 7.19 — — Forfeitures (98,855 ) 12.69 (117,997 ) 7.15 Outstanding—September 28, 2019 6,928,511 10.25 5,777,121 4.56 Total exercisable at September 28, 2019 4,139,387 — Total vested and expected to vest at September 28, 2019 6,818,347 5,681,118 (1) (1) No performance-based options are vested as of September 28, 2019. The number above reflects the 5.8 million unvested outstanding performance-based options, net of estimated forfeitures. | Time-vesting options, performance-based options, and RSUs under the 2014 plan as of December 30, 2017 and December 29, 2018 are as follows: Time-Vesting Options Performance-Based Restricted Stock Units Number of Weighted- Number of Weighted- Number Weighted- Outstanding—December 31, 2016 5,401,780 $ 7.20 5,353,473 $ 5.99 54,118 $ — Granted 225,001 9.06 225,004 9.06 46,686 — Vested — — — — — Exercised (30,169 ) 7.13 — — — — Forfeitures (67,776 ) 7.37 (52,617 ) 6.04 — — Outstanding—December 30, 2017 5,528,836 7.27 5,525,860 6.11 100,804 — Granted 334,535 11.98 334,536 11.98 34,200 — Vested — — — — (54,184 ) Exercised (2,946 ) 8.47 — — — — Forfeitures (62,050 ) 8.10 (65,066 ) 6.81 — — Outstanding—December 29, 2018 5,798,375 7.53 5,795,330 4.40 (1) 80,820 — Total exercisable at December 29, 2018 4,164,077 — Total vested at December 29, 2018 115,927 Total vested and expected to vest at December 29, 2018 5,683,703 5,667,722 196,745 (1) The decrease in weighted-average exercise price for outstanding performance-based options at December 29, 2018 is due to the dividend declared on October 22, 2018 pursuant to which all performance-based options outstanding on this date received a $2.10 downward adjustment to their exercise price. Please see further information in Note 6 below. |
Summary of RSU Activity | The following table summarizes our RSU activity under all equity incentive plans during the 39 weeks ended September 28, 2019: Number of Weighted- Nonvested—December 29, 2018 80,820 $ 8.80 Granted 195,135 27.13 Vested / Released (42,464 ) 8.36 Canceled / forfeited (6,023 ) 29.99 Outstanding—September 28, 2019 227,468 24.04 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Components of Income Tax Expense | The Company’s components of income tax expense (in thousands) for the fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018 are as follows: Fiscal Year Ended December 31, December 30, December 29, Current: Federal $ 98 $ 237 $ (200 ) State 47 189 353 Total current 145 426 153 Deferred: Federal 5,446 2,928 4,523 State 1,133 1,817 1,308 Total deferred 6,579 4,745 5,831 Income tax expense $ 6,724 $ 5,171 $ 5,984 | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended December 31, December 30, December 29, Taxes at federal statutory rates 35.0 % 35.0 % 21.0 % Effect of change in federal tax rate — (21.1 %) — State income taxes net of federal benefit 4.1 % 5.1 % 6.0 % Other 0.6 % 1.1 % 0.4 % Effective income tax rate 39.7 % 20.1 % 27.4 % | |
Schedule of Deferred Tax Assets and Liabilities | The primary components of the Company’s deferred tax assets and liabilities (in thousands) as of December 30, 2017 and December 29, 2018 are as follows: December 30, December 29, Deferred tax assets: Accrued compensation $ 2,765 $ 2,594 Inventory 3,110 3,553 Transaction costs 1,704 1,520 Deferred rent 7,290 12,530 Net operating loss and other carryforwards 33,263 25,781 Reserves and allowances 3,699 4,056 Other 953 1,181 Interest expense carryforward — 3,862 Total deferred tax assets 52,784 55,077 Deferred tax liabilities: Prepaid expenses (701 ) (733 ) Depreciation and amortization (33,341 ) (36,271 ) Intangible assets (9,717 ) (9,073 ) Goodwill (16,534 ) (21,897 ) Debt transaction costs (1,795 ) (2,238 ) Total deferred tax liabilities (62,088 ) (70,212 ) Net deferred tax liabilities $ (9,304 ) $ (15,135 ) | |
Schedule of income tax expense (benefit) and effective tax rate | Income tax expense and effective tax rate for the periods presented were as follows (dollars in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 29, Income tax expense $ 2,892 $ 3,689 $ 7,724 $ 886 Effective tax rate 27.4 % 22.9 % 27.4 % 13.7 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
Leases [Abstract] | ||
Future Minimum Rental Payments for Non-Cancelable Operating Leases | The undiscounted future lease payments under the lease liability as of December 29, 2018 (under ASC 840) were as follows (in thousands): Third Parties Related Parties Total Fiscal 2019 $ 82,971 $ 6,152 $ 89,123 Fiscal 2020 91,538 6,201 97,739 Fiscal 2021 93,090 6,297 99,387 Fiscal 2022 92,359 6,532 98,891 Fiscal 2023 91,955 6,410 98,365 Thereafter 801,832 48,914 850,746 Total future lease payments $ 1,253,745 $ 80,506 $ 1,334,251 | Future minimum rental payments (in thousands) for all non-cancelable Third Related Total 2019 $ 82,971 $ 6,152 $ 89,123 2020 91,538 6,201 97,739 2021 93,090 6,297 99,387 2022 92,359 6,532 98,891 2023 91,955 6,410 98,365 Thereafter 801,832 48,914 850,746 Total future minimum rental payments $ 1,253,745 $ 80,506 $ 1,334,251 |
Rental expense | Rental expense for all operating leases for fiscal years ended December 30, 2017 and December 29, 2018 (under ASC 840) was as follows (in thousands): Fiscal Year Ended December 30, December 29, Rent expense—third-party lessors $ 72,622 $ 79,347 Rent expense—related parties 7,309 7,141 Contingent rentals 531 548 Less rentals from subleases (1,079 ) (1,075 ) Total rent expense $ 79,383 $ 85,961 | Rental expense (in thousands) for all operating leases for fiscal years ended December 31, 2016, December 30, 2017 and December 29, 2018 is as follows: Fiscal Year Ended December 31, December 30, December 29, Rent expense—third-party lessors $ 56,825 $ 72,622 $ 79,347 Rent expense—related parties 6,490 7,309 7,141 Contingent rentals 619 531 548 Less rentals from subleases (1,129 ) (1,079 ) (1,075 ) Total rent expense $ 62,805 $ 79,383 $ 85,961 |
Schedule of balance sheet classifications | The balance sheet classification of our right-of-use Leases Classification Assets: Operating lease assets Operating right-of-use asset $ 680,178 Finance lease assets Other assets 4,226 Total leased assets $ 684,404 Liabilities: Current Operating Current lease liability $ 38,510 Finance Current lease liability 536 Noncurrent Operating Lease liability 715,796 Finance Lease liability 3,766 Total lease liabilities $ 758,608 | |
Schedule of lease cost | The components of lease expense for the 13 and 39 weeks ended September 28, 2019 were as follows (in thousands): 13 Weeks Ended 39 Weeks Ended Lease Cost Classification September 28, September 28, Operating lease cost Selling, general and administrative expenses $ 24,211 $ 71,085 Finance lease cost: Amortization of right-of-use Depreciation and amortization 173 520 Interest on leased liabilities Interest expense, net 68 192 Sublease income Other income (299 ) (949 ) Net Lease Cost $ 24,153 $ 70,848 | |
Schedule of undiscounted future lease payments | The undiscounted future lease payments under the lease liability as of September 28, 2019 were as follows (in thousands): Maturity of Lease Liabilities Operating Finance Total Remainder of fiscal 2019 $ 23,318 $ 203 $ 23,521 Fiscal 2020 93,885 756 94,641 Fiscal 2021 94,413 777 95,190 Fiscal 2022 93,733 724 94,457 Fiscal 2023 93,454 622 94,076 Thereafter 789,416 2,429 791,845 Total lease payments 1,188,219 5,511 $ 1,193,730 Less: Interest (433,912 ) (1,209 ) Present value of lease liabilities $ 754,307 $ 4,302 | |
Schedule of undiscounted future lease payments | The undiscounted future lease payments under the lease liability as of September 28, 2019 were as follows (in thousands): Maturity of Lease Liabilities Operating Finance Total Remainder of fiscal 2019 $ 23,318 $ 203 $ 23,521 Fiscal 2020 93,885 756 94,641 Fiscal 2021 94,413 777 95,190 Fiscal 2022 93,733 724 94,457 Fiscal 2023 93,454 622 94,076 Thereafter 789,416 2,429 791,845 Total lease payments 1,188,219 5,511 $ 1,193,730 Less: Interest (433,912 ) (1,209 ) Present value of lease liabilities $ 754,307 $ 4,302 | |
Schedule of supplemental cash flow information | The weighted-average lease term and discount rate as of September 28, 2019 were as follows: Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 12.34 Finance leases 8.17 Weighted-average discount rate: Operating leases 7.72 % Finance leases 6.02 % Supplemental cash flow information for the 39 weeks ended September 28, 2019 related to leases was as follows (in thousands): Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 65,448 Leased assets obtained in exchange for new operating lease liabilities—adoption $ 641,529 Leased assets obtained in exchange for new operating lease liabilities—39 weeks ended September 28, 2019 $ 70,965 |
Earning Per Share (Tables)
Earning Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 28, 2019 | Dec. 29, 2018 | |
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): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, Numerator Net income attributable to common stockholders—basic $ 7,669 $ 12,445 $ 20,480 $ 5,587 Denominator Weighted-average shares of common stock—basic 68,477 88,345 68,473 75,778 Effect of dilutive RSUs 44 101 30 36 Effect of dilutive options — 4,737 — 2,788 Weighted-average shares of common stock—diluted (1) (2) 68,521 93,183 68,503 78,602 Earnings per share attributable to common stockholders: Basic $ 0.11 $ 0.14 $ 0.30 $ 0.07 Diluted $ 0.11 $ 0.13 $ 0.30 $ 0.07 (1) As discussed in Note 6, we determined that the ultimate vesting of the 5.8 million shares granted but not yet vested performance-based options was not probable as of September 29, 2018 and September 28, 2019. Accordingly, these options were not included in the weighted-average diluted shares for the periods presented as the ultimate vesting of the performance options was deemed an unresolved contingent event. If and when vesting occurs, any vested performance-based options will be included in the weighted-average diluted shares at that time. See Note 6 for additional information. (2) The weighted-average diluted shares for the 13 and 39 weeks ended September 29, 2018 did not include time-based options as the occurrence of a contingent event (involuntary termination, change in control or initial public offering) was not deemed probable. See Note 6 for more information. Upon the completion of the IPO in June 2019, the contingent event had occurred and therefore time-based options were included in the weighted-average diluted shares for the 13 and 39 weeks ended September 28, 2019. | 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: Fiscal Year Ended Dollars and shares in thousands, except per share amounts December 31, December 30, December 29, Numerator Net income attributable to common stockholders—basic $ 10,198 $ 20,601 $ 15,868 Denominator Weighted-average shares of common stock—basic 68,260 68,232 68,473 Effect of dilutive RSUs 63 100 73 Weighted-average shares of common stock—diluted 68,323 68,332 68,546 Earnings per share attributable to common stockholders: Basic $ 0.15 $ 0.30 $ 0.24 Diluted $ 0.15 $ 0.30 $ 0.23 |
Anti-dilutive Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Earnings (Net Loss) Per Share | The following weighted-average common stock equivalents were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive (in thousands): 13 Weeks Ended 39 Weeks Ended September 29, September 28, September 29, September 28, RSUs — — 7 17 Options — — — 200 Total — — 7 217 | |
Pro Forma [Member] | ||
Earnings Per Share Attributable to Common Stockholders | Dollars and shares in thousands, except per share amounts Fiscal Year Ended (unaudited) Numerator Net income attributable to common stockholders—basic $ 15,868 Adjust for Interest paid on incremental term loans 1,080 Pro forma net income attributable to common stockholders—basic $ 16,948 Denominator Basic: Weighted-average shares of common stock—basic 68,473 Add: common shares offered hereby to fund the dividend in excess of earnings 5,675 Pro forma weighted-average shares of common stock—basic 74,148 Diluted: Pro forma weighted-average shares of common stock—basic 74,148 Weighted average effect of dilutive RSUs 73 Pro forma weighted-average shares of common stock—diluted 74,221 Pro forma earnings per share attributable to common stockholders: Basic $ 0.23 Diluted $ 0.23 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | Jun. 24, 2019USD ($)$ / sharesshares | Jun. 06, 2019 | Oct. 31, 2019USD ($)shares | Sep. 28, 2019USD ($)Store$ / sharesshares | Sep. 28, 2019USD ($)Store$ / sharesshares | Jun. 29, 2019USD ($) | Sep. 29, 2018USD ($) | Jun. 06, 2019 | Sep. 28, 2019USD ($)StoreSegment$ / sharesshares | Sep. 29, 2018USD ($) | Dec. 29, 2018USD ($)StoreSegmentCustomer$ / sharesshares | Dec. 30, 2017USD ($)Customer$ / sharesshares | Dec. 31, 2016USD ($)Customer | Oct. 22, 2018$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of stores | Store | 337 | 337 | 337 | |||||||||||
Description of business entities, stores | The Company has 296 stores in five western states, as well as 20 stores in Pennsylvania. All stores, except for two Company-operated stores in California and six in Pennsylvania, are independent business entities operated by entrepreneurial small business owners with a relentless focus on selecting the best products for their communities, providing personalized customer service and driving improved store performance. The Company enters into an independent operator agreement (“Operator Agreement”) with each independent operator (“IO”), which grants that IO a license to operate a particular Grocery Outlet Bargain Market retail store. The Operator Agreement requires the IO to be a business entity owned by one or more individuals. The vast majority of the IOs operate a single store, with most working as two-person teams. IOs are independent businesses and are responsible for store operations, including ordering, merchandising and managing inventory, marketing locally and directly hiring, training and employing their store workers. | |||||||||||||
Stock split, conversion ratio | 1.403 | 1.403 | ||||||||||||
Number of Customer Accounting for More than 10% of Sales | Customer | 0 | 0 | 0 | |||||||||||
Number of Customers Accounted for More than 10% of Accounts Receivable | Customer | 0 | 0 | ||||||||||||
Remaining terms of lease | 12 years 4 months 2 days | 12 years 4 months 2 days | 12 years 4 months 2 days | |||||||||||
Assets impairment charge | $ 600,000 | $ 0 | $ 0 | |||||||||||
Debt issuance cost amortization | $ 533,000 | $ 1,090,000 | $ 1,828,000 | $ 3,275,000 | 4,024,000 | 4,442,000 | 4,301,000 | |||||||
Goodwill impairment | 0 | 0 | 0 | |||||||||||
Carrying amount of goodwill | 0 | 0 | ||||||||||||
Impairment of intangible assets | $ 0 | 0 | 0 | |||||||||||
Number of reportable segments | Segment | 1 | 1 | ||||||||||||
Contract with customer, liability | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | $ 1,700,000 | 1,600,000 | |||||||||
Gift card redemption period | 12 months | 12 months | ||||||||||||
Revenue recognition, gift cards, breakage | $ 69,247,000 | 58,723,000 | 44,350,000 | |||||||||||
Breakage transition adjustment | 100,000 | |||||||||||||
Advertising costs | 21,200,000 | 20,800,000 | $ 19,800,000 | |||||||||||
Valuation allowances | $ 0 | $ 0 | ||||||||||||
Proceeds from initial public offering, net of underwriting discounts paid | $ 407,666,000 | 0 | ||||||||||||
Payments of stock issuance costs | $ 7,058,000 | $ 0 | ||||||||||||
Common stock, authorized (shares) | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||
Preferred stock, shares authorized (shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | 1 | 1 | |||||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Redemption of preferred stock | $ 0 | |||||||||||||
Minimum | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Estimated useful life of Assets | 3 years | |||||||||||||
Remaining terms of lease | 1 year | |||||||||||||
Useful Live (Years) | 1 year | |||||||||||||
Maximum | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Estimated useful life of Assets | 15 years | |||||||||||||
Remaining terms of lease | 20 years | |||||||||||||
Useful Live (Years) | 20 years | |||||||||||||
Globe Intermediate Corp | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percentage of equity investment fund | 100.00% | |||||||||||||
GOBP Holdings Inc | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percentage of equity investment fund | 100.00% | |||||||||||||
GOBP Midco Inc | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percentage of equity investment fund | 100.00% | |||||||||||||
Grocery Outlet Inc | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percentage of equity investment fund | 100.00% | |||||||||||||
Amelias LLC | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percentage of equity investment fund | 100.00% | |||||||||||||
Western United States | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of stores | Store | 296 | |||||||||||||
Pennsylvania | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of stores | Store | 20 | |||||||||||||
Preferred Stock | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Redemption of preferred stock | $ 1 | $ 0 | ||||||||||||
Senior Notes | Second Lien Credit Agreement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Repayments of long-term debt | 150,000,000 | |||||||||||||
Debt instrument, periodic payment, interest | 3,600,000 | |||||||||||||
Senior Notes | First Lien Credit Agreement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Repayments of long-term debt | 248,000,000 | |||||||||||||
Debt instrument, periodic payment, interest | $ 3,800,000 | |||||||||||||
Trade Names | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Useful Live (Years) | 15 years | |||||||||||||
Computer Software | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Useful Live (Years) | 3 years | |||||||||||||
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 | |||||||||||||
Proceeds from initial public offering, net of underwriting discounts paid | $ 407,700,000 | |||||||||||||
Underwriting discounts and commissions | $ 27,100,000 | |||||||||||||
Sale of stock (in usd per share) | $ / shares | $ 22 | $ 22 | ||||||||||||
Payments of stock issuance costs | $ 7,300,000 | $ 600,000 | ||||||||||||
IPO | Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | shares | 451,470 | |||||||||||||
Proceeds from initial public offering, net of underwriting discounts paid | $ 3,200,000 | |||||||||||||
Payments of stock issuance costs | $ 1,100,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Fair Value of Financial Liabilities (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | $ 852,577 | $ 726,810 | |
Long-term debt, current portion (Level 2) | 7,250 | 5,290 | |
Total financial liabilities | 852,577 | 726,810 | |
Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, long-term portion (Level 2) | $ 478,454 | 845,327 | |
Long-term debt, including current portion | 852,577 | 726,810 | |
Long-term debt, current portion (Level 2) | 0 | 7,250 | |
Total financial liabilities | $ 478,454 | $ 852,577 | $ 726,810 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Fair Value of Financial Liabilities (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Long term Debt, Current | $ 7,250 | $ 5,290 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Disaggregated Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||
Sales | $ 652,540 | $ 576,844 | $ 1,904,100 | $ 1,702,460 | $ 2,287,660 | $ 2,075,465 | $ 1,831,531 |
Perishable | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Sales | 223,329 | 194,723 | 651,758 | 578,069 | 768,373 | 694,696 | 621,194 |
Non Perishable | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Sales | $ 429,211 | $ 382,121 | $ 1,252,342 | $ 1,124,391 | $ 1,519,287 | $ 1,380,769 | $ 1,210,337 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Variable Interest Entities (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019USD ($)Store | Sep. 29, 2018USD ($)Store | Sep. 28, 2019USD ($)Store | Sep. 29, 2018USD ($)Store | Dec. 29, 2018USD ($)Store | Dec. 30, 2017USD ($)Store | Dec. 31, 2016USD ($) | |
Variable Interest Entity [Line Items] | |||||||
Variable interest entity, number of stores | Store | 332 | 298 | 332 | 298 | 308 | 283 | |
Sales | $ 652,540 | $ 576,844 | $ 1,904,100 | $ 1,702,460 | $ 2,287,660 | $ 2,075,465 | $ 1,831,531 |
Variable Interest Entity, Not Primary Beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Variable interest entity, termination period | 75 days | 75 days | |||||
Sales | 638,800 | 558,400 | $ 1,857,800 | 1,646,600 | 2,214,700 | $ 1,993,700 | 1,741,700 |
Sales commissions and fees | 98,200 | $ 86,600 | 285,200 | $ 254,700 | 340,000 | 306,600 | $ 268,600 |
Independent operator commissions | 4,000 | 4,000 | 3,900 | 3,600 | |||
Maximum loss exposure | $ 35,300 | $ 35,300 | $ 27,800 | $ 21,000 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Recently Adopted Accounting Standards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Sep. 28, 2019 | Dec. 30, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Breakage transition adjustment | $ 100 | ||
Lease assets | $ 684,404 | ||
Lease liabilities | $ 758,608 | ||
Accounting Standards Update 2014-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Breakage transition adjustment | $ 100 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease assets | $ 646,000 | ||
Lease liabilities | $ 709,000 |
Independent Operator Notes an_3
Independent Operator Notes and Receivables - Additional Information (Detail) | Sep. 28, 2019 | Dec. 29, 2018 |
Receivables [Abstract] | ||
Independent operator notes, stated interest rate | 9.95% | 9.95% |
Independent Operator Notes an_4
Independent Operator Notes and Receivables - Amounts Due from Independent Operators and the Related Allowances and Accruals for Estimated Losses (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Financing Receivable, after Allowance for Credit Loss [Abstract] | |||
Financing Receivable, before Allowance for Credit Loss | $ 29,855 | $ 23,450 | $ 16,502 |
Financing Receivable, Allowance for Credit Loss, Current | (690) | (577) | (992) |
Financing Receivable, Allowance for Credit Loss, Noncurrent | (9,195) | (7,926) | (6,982) |
Financing Receivable, after Allowance for Credit Loss | 19,970 | 14,947 | 8,527 |
Financing Receivable, after Allowance for Credit Loss, Current | 1,702 | 1,301 | 1,039 |
Financing Receivable, after Allowance for Credit Loss, Noncurrent | 18,268 | 13,646 | 7,489 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Accounts Receivable, before Allowance for Credit Loss | 5,476 | 4,319 | 4,513 |
Accounts Receivable, Allowance for Credit Loss, Current | (584) | (564) | (1,057) |
Accounts Receivable, Allowance for Credit Loss, Noncurrent | 0 | 0 | 0 |
Accounts Receivable, after Allowance for Credit Loss | 4,892 | 3,755 | 3,457 |
Accounts Receivable, after Allowance for Credit Loss, Current | 4,892 | 3,755 | 3,456 |
Accounts Receivable, after Allowance for Credit Loss, Noncurrent | 0 | 0 | 0 |
Accounts, Notes, Loans and Financing Receivable, Unclassified [Abstract] | |||
Accounts And Financing Receivable, Before Allowance For Credit Loss | 35,331 | 27,769 | 21,015 |
Accounts And Financing Receivable, Allowance For Credit Loss, Current | (1,274) | (1,141) | (2,049) |
Accounts And Financing Receivable, Allowance For Credit Loss, Noncurrent | (9,195) | (7,926) | (6,982) |
Accounts and Financing Receivable, after Allowance for Credit Loss, Noncurrent | 24,862 | 18,702 | 11,984 |
Accounts and Financing Receivable, after Allowance for Credit Loss, Current | 6,594 | 5,056 | 4,495 |
Accounts and Financing Receivable, after Allowance for Credit Loss, Noncurrent | $ 18,268 | $ 13,646 | $ 7,489 |
Independent Operator Notes an_5
Independent Operator Notes and Receivables - Summary of Activity in Independent Operator Notes and Receivables Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 9,031 | $ 6,046 | $ 1,909 |
Provision for independent operator notes and receivables | 1,029 | 3,259 | 4,284 |
Write-off of provision for notes and receivables | (993) | (274) | (147) |
Balance at end of year | $ 9,067 | $ 9,031 | $ 6,046 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, At Cost | $ 422,788 | $ 360,871 | |
Accumulated Depreciation and Amortization | (118,756) | (83,125) | |
Property and Equipment, Net | $ 340,263 | 304,032 | 277,746 |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, At Cost | 190,158 | 162,592 | |
Accumulated Depreciation and Amortization | (39,509) | (27,247) | |
Property and Equipment, Net | 150,649 | 135,345 | |
Fixtures and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, At Cost | 220,337 | 193,397 | |
Accumulated Depreciation and Amortization | (78,996) | (55,766) | |
Property and Equipment, Net | 141,341 | 137,631 | |
Acquisition-related Costs | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, At Cost | 433 | 352 | |
Accumulated Depreciation and Amortization | (251) | (112) | |
Property and Equipment, Net | 182 | 240 | |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, At Cost | 11,860 | 4,530 | |
Property and Equipment, Net | $ 11,860 | $ 4,530 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Impairment of long-lived assets | $ 637 | $ 0 | $ 0 | ||||
Depreciation and amortization expense | $ 13,200 | $ 11,478 | $ 38,090 | $ 33,891 | 45,421 | 43,152 | 37,152 |
Property, Plant and Equipment | |||||||
Depreciation and amortization expense | $ 37,100 | $ 31,800 | $ 26,400 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Information Regarding Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 747,943 | $ 747,943 | $ 747,943 |
Gross Carrying Amount | 115,158 | 112,449 | 109,318 |
Gross Carrying Amount | 108,750 | 107,204 | 104,968 |
Accumulated Amortization | (51,067) | (43,625) | (33,654) |
Net Carrying Amount | 64,091 | 68,824 | 75,665 |
Net Carrying Amount | 57,683 | 63,579 | 71,314 |
Gross Carrying Amount | 863,101 | 860,392 | |
Accumulated Amortization | (51,067) | (43,625) | (33,654) |
Net Carrying Amount | 812,034 | 816,767 | |
Liquor Licenses | |||
Goodwill And Intangible Assets [Line Items] | |||
Liquor licenses | $ 6,408 | $ 5,245 | $ 4,350 |
Trademarks | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Lives (Years) | 15 years | 15 years | 15 years |
Gross Carrying Amount | $ 58,400 | $ 58,400 | $ 58,400 |
Accumulated Amortization | (19,351) | (16,431) | (12,538) |
Net Carrying Amount | 39,049 | 41,969 | 45,862 |
Accumulated Amortization | $ (19,351) | $ (16,431) | $ (12,538) |
Customer Lists | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Lives (Years) | 5 years | 5 years | 5 years |
Gross Carrying Amount | $ 160 | $ 160 | $ 160 |
Accumulated Amortization | (159) | (135) | (103) |
Net Carrying Amount | 1 | 25 | 57 |
Accumulated Amortization | (159) | (135) | (103) |
Leasehold Interests | |||
Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 30,468 | 30,468 | 30,468 |
Accumulated Amortization | (15,195) | (12,735) | (9,540) |
Net Carrying Amount | 15,273 | 17,733 | 20,928 |
Accumulated Amortization | $ (15,195) | $ (12,735) | $ (9,540) |
Computer Software | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Lives (Years) | 3 years | 3 years | 3 years |
Gross Carrying Amount | $ 19,722 | $ 18,176 | $ 15,940 |
Accumulated Amortization | (16,362) | (14,324) | (11,473) |
Net Carrying Amount | 3,360 | 3,852 | 4,467 |
Accumulated Amortization | $ (16,362) | $ (14,324) | $ (11,473) |
Minimum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Lives (Years) | 1 year | ||
Minimum | Leasehold Interests | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Lives (Years) | 1 year | 1 year | 1 year |
Maximum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Lives (Years) | 20 years | ||
Maximum | Leasehold Interests | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Lives (Years) | 20 years | 20 years | 20 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Amortization of intangible assets | $ 2,400,000 | $ 2,500,000 | $ 7,500,000 | $ 7,400,000 | $ 7,481,000 | $ 7,384,000 | $ 10,005,000 | $ 11,344,000 | $ 10,761,000 |
Impairments of goodwill or intangible assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Expense Related to Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Fiscal 2019 | $ 9,268 | ||
Remainder of fiscal 2019 | $ 2,341 | ||
Fiscal 2020 | 8,642 | 8,143 | |
Fiscal 2021 | 7,586 | 7,086 | |
Fiscal 2022 | 6,403 | 6,320 | |
Fiscal 2023 | 5,621 | 5,651 | |
Thereafter | 27,090 | 27,111 | |
Net Carrying Amount | $ 57,683 | $ 63,579 | $ 71,314 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Debt Instrument [Line Items] | |||
Capital lease | $ 2,019 | $ 2,113 | |
Long-term debt-net | $ 462,518 | 857,368 | 727,123 |
Less current portion | (267) | (7,349) | (5,384) |
Long-term debt | 475,500 | 877,019 | 721,739 |
Less debt issuance costs | 12,982 | 19,651 | 16,237 |
Long-term debt -noncurrent | $ 462,251 | $ 850,019 | $ 705,502 |
Eurodollar | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.00% | 1.00% | |
Eurodollar | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.00% | 1.00% | |
Federal funds effective rate | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.50% | 0.50% | |
ABR | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.00% | ||
Second Lien Credit Agreement | Eurodollar | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.00% | ||
Second Lien Credit Agreement | Eurodollar | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.00% | ||
Second Lien Credit Agreement | Federal funds effective rate | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.50% | ||
Second Lien Credit Agreement | ABR | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.00% | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.00% | ||
Senior Notes | First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 475,188 | $ 725,000 | |
Effective interest rate | 576.00% | ||
Senior Notes | First Lien Credit Agreement | Eurodollar | |||
Debt Instrument [Line Items] | |||
Applicable margin | 3.50% | 3.75% | |
Senior Notes | First Lien Credit Agreement | ABR | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.50% | 2.75% | |
Senior Notes | First Lien Credit Agreement | Reclassification | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,800 | ||
Less debt issuance costs | (1,800) | ||
Senior Notes | Second Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 150,000 | ||
Applicable margin | 2.00% | ||
Effective interest rate | 9.59% | 9.94% | |
Senior Notes | Second Lien Credit Agreement | Eurodollar | |||
Debt Instrument [Line Items] | |||
Applicable margin | 7.25% | ||
Senior Notes | Second Lien Credit Agreement | ABR | |||
Debt Instrument [Line Items] | |||
Applicable margin | 6.25% | ||
Senior Notes | Second Lien Credit Agreement | Reclassification | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,500 | ||
Less debt issuance costs | $ (1,500) | ||
Revolving credit facility | Revolving credit facility | Eurodollar | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 3.25% | ||
Revolving credit facility | Revolving credit facility | Eurodollar | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 3.75% | ||
Revolving credit facility | Revolving credit facility | ABR | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.25% | ||
Revolving credit facility | Revolving credit facility | ABR | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.75% | ||
Notes Payable | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 312 | ||
Term Loan Under 2014 | First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 525,010 | ||
Term Loan Under 2014 | Second Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 200,000 | ||
Term Loan Under 2018 | First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 723,236 | ||
Term Loan Under 2018 | Second Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 148,535 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ in Thousands | Oct. 23, 2019USD ($) | Jul. 23, 2019USD ($) | Jun. 24, 2019USD ($) | Apr. 01, 2019USD ($) | Oct. 22, 2018USD ($) | Sep. 28, 2019USD ($) | Sep. 28, 2019USD ($) | Dec. 29, 2018USD ($) | Oct. 22, 2019USD ($) | Dec. 30, 2017USD ($) |
Debt and Financial Instruments [Line Items] | ||||||||||
Debt issuance costs | $ 1,800 | |||||||||
Write off of debt issuance costs | $ 322 | $ 4,110 | ||||||||
Write off of loan discounts | $ 1,374 | |||||||||
Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 1.00% | 1.00% | ||||||||
Federal funds effective rate | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 0.50% | 0.50% | ||||||||
Minimum | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Fixed interest period | 2 months | |||||||||
Minimum | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 0.00% | 1.00% | ||||||||
Minimum | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.00% | |||||||||
Maximum | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Fixed interest period | 12 months | |||||||||
Revolving credit facility | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Maximum borrowing capacity | $ 100,000 | |||||||||
Capitalizable debt issuance costs | 1,000 | |||||||||
Letter of credit outstanding | 75,000 | |||||||||
First Lien Credit Agreement | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Maximum borrowing capacity | 100,000 | |||||||||
Letter of Credit | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Letter of credit outstanding | $ 3,400 | $ 3,400 | ||||||||
Senior Notes | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.00% | |||||||||
Senior Notes | First Lien Credit Agreement | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Effective interest rate | 5.19% | 6.09% | ||||||||
Revolving credit facility | Revolving credit facility | Minimum | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 3.25% | |||||||||
Revolving credit facility | Revolving credit facility | Minimum | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.25% | |||||||||
Revolving credit facility | Revolving credit facility | Maximum | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 3.75% | |||||||||
Revolving credit facility | Revolving credit facility | Maximum | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.75% | |||||||||
First Lien Credit Agreement | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Minimum interest payment | $ 1,800 | |||||||||
Term loan due date | Oct. 21, 2025 | |||||||||
Capitalizable debt issuance costs | $ 7,200 | |||||||||
First Lien Credit Agreement | Investor | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Write off of debt issuance costs | 2,500 | |||||||||
First Lien Credit Agreement | Revolving credit facility | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Maximum borrowing capacity | $ 100,000 | |||||||||
Secured leverage ratio | 7 | 7 | ||||||||
Threshold to test leverage ratio | $ 10,000 | $ 10,000 | ||||||||
Percentage of total amount of revolving credit facility commitments | 35.00% | 35.00% | ||||||||
First Lien Credit Agreement | Revolving credit facility | Minimum | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Quarterly commitment fee | 0.25% | |||||||||
First Lien Credit Agreement | Revolving credit facility | Maximum | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Quarterly commitment fee | 0.50% | |||||||||
First Lien Credit Agreement | Letter of Credit | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Maximum borrowing capacity | $ 35,000 | |||||||||
Letter of credit outstanding | $ 3,600 | $ 3,600 | ||||||||
First Lien Credit Agreement | Bridge Loan | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Maximum borrowing capacity | 20,000 | |||||||||
First Lien Credit Agreement | Dividend Declared and Paid 1 [Member] | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Cash dividend | 152,200 | |||||||||
First Lien Credit Agreement | Dividend Declared and Paid 2 [Member] | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Cash dividend | 1,400 | |||||||||
First Lien Credit Agreement | Dividend Paid | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Cash dividend | $ 153,600 | |||||||||
First Lien Credit Agreement | Senior Notes | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Debt instrument, face amount | 725,000 | |||||||||
Effective interest rate | 576.00% | 576.00% | ||||||||
Repayments of long-term debt | $ 248,000 | |||||||||
Debt instrument, periodic payment, interest | 3,800 | |||||||||
First Lien Credit Agreement | Senior Notes | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 3.50% | 3.75% | ||||||||
First Lien Credit Agreement | Senior Notes | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.50% | 2.75% | ||||||||
First Lien Credit Agreement | Senior Notes | Revolving credit facility | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Capitalizable debt issuance costs | $ 5,900 | |||||||||
Second Lien Credit Agreement | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 1.00% | |||||||||
Second Lien Credit Agreement | Federal funds effective rate | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 0.50% | |||||||||
Second Lien Credit Agreement | Investor | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Write off of debt issuance costs | $ 900 | |||||||||
Second Lien Credit Agreement | Minimum | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Fixed interest period | 2 months | |||||||||
Second Lien Credit Agreement | Minimum | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 1.00% | |||||||||
Second Lien Credit Agreement | Minimum | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.00% | |||||||||
Second Lien Credit Agreement | Maximum | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Fixed interest period | 12 months | |||||||||
Second Lien Credit Agreement | Senior Notes | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Debt instrument, face amount | $ 150,000 | $ 150,000 | ||||||||
Applicable margin | 2.00% | |||||||||
Effective interest rate | 9.59% | 9.94% | ||||||||
Write off of debt issuance costs | 3,800 | |||||||||
Repayments of long-term debt | 150,000 | |||||||||
Debt instrument, periodic payment, interest | 3,600 | |||||||||
Write off of loan discounts | $ 1,400 | |||||||||
Second Lien Credit Agreement | Senior Notes | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 7.25% | |||||||||
Second Lien Credit Agreement | Senior Notes | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 6.25% | |||||||||
Second Lien Credit Agreement | Senior Notes | Revolving credit facility | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Capitalizable debt issuance costs | $ 4,100 | |||||||||
Term Loan Maturing October 22, 2025 | Senior Notes | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Debt instrument, face amount | $ 475,200 | |||||||||
Repayments of long-term debt | $ 15,000 | |||||||||
Term Loan Maturing October 22, 2025 | Senior Notes | Minimum | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 3.50% | |||||||||
Term Loan Maturing October 22, 2025 | Senior Notes | Minimum | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.50% | |||||||||
Term Loan Maturing October 22, 2025 | Senior Notes | Maximum | Eurodollar | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 3.25% | |||||||||
Term Loan Maturing October 22, 2025 | Senior Notes | Maximum | ABR | ||||||||||
Debt and Financial Instruments [Line Items] | ||||||||||
Applicable margin | 2.25% |
Long-Term Debt - Interest Expen
Long-Term Debt - Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||||||
Interest on term loan debt | $ 7,220 | $ 12,717 | $ 38,476 | $ 37,957 | $ 52,569 | $ 46,235 | $ 43,656 |
Amortization of debt issuance costs | 533 | 1,090 | 1,828 | 3,275 | 4,024 | 4,442 | 4,301 |
Interest on capital leases | 68 | 192 | |||||
Interest on capital leases | 29 | 88 | 117 | 122 | 151 | ||
Other | 7 | 2 | 30 | ||||
Interest income | (479) | (310) | (1,271) | (908) | (1,350) | (1,131) | (961) |
Interest expense, net | 7,342 | 13,526 | 39,232 | 40,412 | 55,362 | 49,698 | 47,147 |
Write off of debt issuance costs | 3,459 | 1,258 | |||||
Debt modification costs | 150 | 150 | 1,794 | 208 | |||
Debt extinguishment and modification costs | $ 472 | $ 0 | $ 5,634 | $ 0 | $ 5,253 | $ 1,466 | $ 0 |
Long-Term Debt - Schedule of Pr
Long-Term Debt - Schedule of Principal Maturities (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 29, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 7,349 | |
Remainder of fiscal 2019 | $ 45 | |
2020 | 267 | 9,173 |
2021 | 7,383 | |
2022 | 7,390 | |
2023 | 7,399 | |
Thereafter | 475,188 | 835,096 |
Total | $ 475,500 | $ 873,790 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jun. 04, 2019 | Oct. 22, 2018 | Jun. 23, 2016 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Series A Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 1 | 1 | ||||||||
Series A Preferred stock, shares issued | 0 | 0 | 1 | 1 | ||||||||
Series A Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Percentage of vesting stock options | 20.00% | |||||||||||
Stock option exercisable period | 10 years | |||||||||||
Performance-based options exercisable period | 10 years | |||||||||||
Percentage of outstanding shares | 10.00% | |||||||||||
Stock-based compensation expense | $ 2,892,000 | $ 121,000 | $ 25,853,000 | $ 384,000 | $ 10,409,000 | $ 1,659,000 | $ 2,905,000 | |||||
Cash dividend per share | $ 2.10 | $ 1.23 | ||||||||||
Cash dividend paid | 153,600,000 | |||||||||||
Stock-based compensation | 10,409,000 | $ 1,659,000 | ||||||||||
Dividend Payment | $ 8,700,000 | $ 1,300,000 | ||||||||||
Globe Intermediate Corp | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Cash dividend paid to parent | $ 152,200,000 | 86,500,000 | ||||||||||
Cash dividend paid | $ 1,400,000 | |||||||||||
Common Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Nonvoting Common | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Series A Preferred Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Series A Preferred stock, shares authorized | 1 | |||||||||||
Series A Preferred stock, shares issued | 1 | |||||||||||
Series A Preferred stock, par value | $ 0.001 | |||||||||||
Series A Preferred stock, voting rights | No voting rights | |||||||||||
Preferred Stock Series A, Liquidation Preference Per Share | $ 1 | |||||||||||
RSUs | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock issued under the plan | 195,135 | |||||||||||
Unamortized compensation cost | $ 4,300,000 | $ 4,300,000 | $ 400,000 | |||||||||
Stock-based compensation expense | 900,000 | $ 100,000 | $ 1,200,000 | $ 300,000 | $ 400,000 | |||||||
Amortization period | 2 years 1 month 13 days | |||||||||||
Outstanding (shares) | 80,820 | 100,804 | 54,118 | |||||||||
Time Based Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unamortized compensation cost | 11,300,000 | $ 11,300,000 | $ 25,700,000 | |||||||||
Stock-based compensation expense | $ 1,900,000 | $ 1,300,000 | $ 24,400,000 | $ 23,700,000 | ||||||||
Amortization period | 3 years 6 months 10 days | |||||||||||
Outstanding (shares) | 6,928,511 | 6,928,511 | 5,798,375 | 5,528,836 | 5,401,780 | |||||||
Performance-based options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unamortized compensation cost | $ 26,100,000 | $ 26,100,000 | $ 25,500,000 | |||||||||
Dividends received | $ 1.23 | |||||||||||
Exercisable Dividend Paid | $ 2.10 | |||||||||||
Outstanding (shares) | 5,777,121 | 5,777,121 | 5,777,121 | 5,777,121 | 5,795,330 | 5,525,860 | 5,353,473 | |||||
2019 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares of common stock reserved for issuance (in shares) | 4,597,862 | |||||||||||
Percentage of outstanding common stock on last day of immediately preceding fiscal year | 4.00% | |||||||||||
2014 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares issued | 12,067,687 | |||||||||||
2014 Plan | RSUs | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Cash dividend per share | 2.10 | $ 1.23 | ||||||||||
2014 Plan | Time Based Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Cash dividend per share | $ 2.10 | $ 1.23 | ||||||||||
2014 Plan | Stock Appreciation Rights (SARs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock issued under the plan | 0 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted-Average Fair Value for Time-Based and Performance-Based Options and RSUs Granted (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Time Based Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value | $ 7.66 | $ 2.96 | $ 2.31 |
Performance-based options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value | 6.80 | 4.65 | 2.91 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value | $ 27.13 | $ 10.36 | $ 7.72 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Estimate Fair Values of Time-Based Options (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 11.98 | $ 9.06 | |
Volatility | 35.00% | 50.00% | |
Risk-free rate | 2.60% | 1.50% | |
Dividend yield | 0.00% | 0.00% | |
Expected life (in years) | 2 years 9 months 18 days | 2 years 6 months | |
Time Based Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 21.66 | ||
Volatility | 30.20% | ||
Risk-free rate | 1.90% | ||
Dividend yield | 0.00% | ||
Expected life (in years) | 6 years 9 months 29 days |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Time Based Option | |||
Number of options | |||
Outstanding - beginning of period (shares) | 5,798,375 | 5,528,836 | 5,401,780 |
Granted (shares) | 1,363,822 | 334,535 | 225,001 |
Exercised (shares) | (134,831) | (2,946) | (30,169) |
Forfeitures (shares) | (98,855) | (62,050) | (67,776) |
Outstanding - end of period (shares) | 6,928,511 | 5,798,375 | 5,528,836 |
Total exercisable at end of period (shares) | 4,139,387 | 4,164,077 | |
Weighted- Average Exercise Price | |||
Outstanding - beginning of period (usd per share) | $ 7.53 | $ 7.27 | $ 7.20 |
Granted (usd per share) | 21.66 | 11.98 | 9.06 |
Number of options vested (shares) | 0 | 0 | |
Exercised (usd per share) | 7.19 | 8.47 | 7.13 |
Forfeitures (usd per share) | 12.69 | 8.10 | 7.37 |
Outstanding - end of period (usd per share) | $ 10.25 | $ 7.53 | $ 7.27 |
Total vested and expected to vest at end of period (shares) | 6,818,347 | 5,683,703 | |
Performance-based options | |||
Number of options | |||
Outstanding - beginning of period (shares) | 5,795,330 | 5,525,860 | 5,353,473 |
Granted (shares) | 99,788 | 334,536 | 225,004 |
Forfeitures (shares) | (117,997) | (65,066) | (52,617) |
Outstanding - end of period (shares) | 5,777,121 | 5,795,330 | 5,525,860 |
Weighted- Average Exercise Price | |||
Outstanding - beginning of period (usd per share) | $ 4.40 | $ 6.11 | $ 5.99 |
Granted (usd per share) | 17.29 | 11.98 | 9.06 |
Number of options vested (shares) | 0 | 0 | |
Forfeitures (usd per share) | 7.15 | 6.81 | 6.04 |
Outstanding - end of period (usd per share) | $ 4.56 | $ 4.40 | $ 6.11 |
Total vested and expected to vest at end of period (shares) | 5,667,722 | ||
RSUs | |||
Number of options | |||
Outstanding - beginning of period (shares) | 80,820 | 100,804 | 54,118 |
Granted (shares) | 34,200 | 46,686 | |
Vested (shares) | (54,184) | ||
Outstanding - end of period (shares) | 80,820 | 100,804 | |
Weighted- Average Exercise Price | |||
Number of options vested (shares) | $ 0 | $ 0 | |
Total vested at end of period (shares) | 115,927 | ||
Total vested and expected to vest at end of period (shares) | 196,745 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Activity (Parenthetical) (Detail) - Performance-based options - $ / shares | Sep. 28, 2019 | Dec. 29, 2018 | Oct. 22, 2018 | Sep. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average exercise price outstanding | $ 2.1 | |||||
Number of options vested (shares) | 0 | |||||
Number of unvested share outstanding | 5,777,121 | 5,795,330 | 5,777,121 | 5,525,860 | 5,353,473 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Multiemployer Plans [Line Items] | |||
Collective bargaining agreement expiration date | Sep. 6, 2019 | ||
Payments in pension fund | $ 400 | $ 500 | $ 500 |
Payments in benefits fund | $ 1,100 | 1,500 | 1,500 |
Percentage of contribution | 5.00% | ||
Surcharge | No | ||
Plan funded status description | Less than 65 percent | ||
Plan contributions expenses | $ 3,600 | 3,300 | 3,900 |
Expenses for employee contribution plan | $ 29,929 | $ 31,063 | $ 36,110 |
Defined contribution plan, employer matching contribution, percent of match | 35.00% | ||
Defined contribution plan, maximum percentage of employee gross | 6.00% | ||
Postretirement Plan | |||
Multiemployer Plans [Line Items] | |||
Percentage of employer contribution | 15.00% | ||
Profit Sharing Plans | |||
Multiemployer Plans [Line Items] | |||
Percentage of employer contribution | 15.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Components Of Income Tax Expense [Line Items] | |||||||
Income before income taxes | $ 16,134,000 | $ 10,561,000 | $ 6,473,000 | $ 28,204,000 | $ 21,852,000 | $ 25,772,000 | $ 16,922,000 |
Operating loss carry forwards expiration year | 2032 | ||||||
Uncertain tax positions within the next 12 months | $ 0 | $ 0 | |||||
Federal corporate tax rate | 21.00% | 21.00% | 35.00% | 35.00% | |||
Provisional tax benefit associated with the Tax Act | $ (5,400,000) | ||||||
Income tax examination, penalties and interest expense | 0 | $ 0 | $ 0 | $ 0 | |||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | ||||
Federal Income Tax | |||||||
Components Of Income Tax Expense [Line Items] | |||||||
Operating loss carry forwards | 96,400,000 | ||||||
California Franchise Tax Board | |||||||
Components Of Income Tax Expense [Line Items] | |||||||
Operating loss carry forwards | $ 27,000,000 | ||||||
US federal | Earliest Tax Year | |||||||
Components Of Income Tax Expense [Line Items] | |||||||
Open Tax Year | 2015 | ||||||
US federal | Latest Tax Year | |||||||
Components Of Income Tax Expense [Line Items] | |||||||
Open Tax Year | 2018 | ||||||
State jurisdictions | Earliest Tax Year | |||||||
Components Of Income Tax Expense [Line Items] | |||||||
Open Tax Year | 2014 | ||||||
State jurisdictions | Latest Tax Year | |||||||
Components Of Income Tax Expense [Line Items] | |||||||
Open Tax Year | 2018 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Current: | |||||||
Federal | $ (200) | $ 237 | $ 98 | ||||
State | 353 | 189 | 47 | ||||
Total current | 153 | 426 | 145 | ||||
Deferred: | |||||||
Federal | 4,523 | 2,928 | 5,446 | ||||
State | 1,308 | 1,817 | 1,133 | ||||
Total deferred | $ 789 | $ 7,496 | 5,831 | 4,745 | 6,579 | ||
Income tax expense | $ 3,689 | $ 2,892 | $ 886 | $ 7,724 | $ 5,984 | $ 5,171 | $ 6,724 |
Income Taxes -Schedule of Effec
Income Taxes -Schedule of Effective Income Tax Rate Reconciliation (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Disclosure Reconciliation Of Income Taxes [Abstract] | |||||||
Taxes at federal statutory rates | 21.00% | 21.00% | 35.00% | 35.00% | |||
Effect of change in federal tax rate | (21.10%) | ||||||
State income taxes net of federal benefit | 6.00% | 5.10% | 4.10% | ||||
Other | 0.40% | 1.10% | 0.60% | ||||
Effective income tax rate | 22.90% | 27.40% | 13.70% | 27.40% | 27.40% | 20.10% | 39.70% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Deferred tax assets: | ||
Accrued compensation | $ 2,594 | $ 2,765 |
Inventory | 3,553 | 3,110 |
Transaction costs | 1,520 | 1,704 |
Deferred rent | 12,530 | 7,290 |
Net operating loss and other carryforwards | 25,781 | 33,263 |
Reserves and allowances | 4,056 | 3,699 |
Other | 1,181 | 953 |
Interest expense carryforward | 3,862 | |
Total deferred tax assets | 55,077 | 52,784 |
Deferred tax liabilities: | ||
Prepaid expenses | (733) | (701) |
Depreciation and amortization | (36,271) | (33,341) |
Intangible assets | (9,073) | (9,717) |
Goodwill | (21,897) | (16,534) |
Debt transaction costs | (2,238) | (1,795) |
Total deferred tax liabilities | (70,212) | (62,088) |
Net deferred tax liabilities | $ (15,135) | $ (9,304) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019USD ($)StoreWarehouse | Sep. 29, 2018USD ($)StoreWarehouse | Sep. 28, 2019USD ($)StoreWarehouse | Sep. 29, 2018USD ($)StoreWarehouse | Dec. 29, 2018USD ($)StoreWarehouse | Dec. 30, 2017USD ($)Store | Dec. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |||||||
Number of stores | 337 | 337 | |||||
Accounts And Financing Receivable, Before Allowance For Credit Loss | $ | $ 35,331 | $ 35,331 | $ 27,769 | $ 21,015 | |||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Number of stores | 16 | 18 | 16 | 18 | 16 | ||
Number of warehouse location | Warehouse | 1 | 1 | 1 | 1 | 1 | ||
Family Member Of Employee | |||||||
Related Party Transaction [Line Items] | |||||||
Number of stores | 1 | 1 | 1 | 1 | 1 | 1 | |
Independent operator commissions | $ | $ 300 | $ 300 | $ 900 | $ 900 | $ 1,200 | $ 1,300 | $ 1,300 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Rental Payments for Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 29, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2019 | $ 89,123 |
2020 | 97,739 |
2021 | 99,387 |
2022 | 98,891 |
2023 | 98,365 |
Thereafter | 850,746 |
Total future minimum rental payments | 1,334,251 |
Third Parties | |
Operating Leased Assets [Line Items] | |
2019 | 82,971 |
2020 | 91,538 |
2021 | 93,090 |
2022 | 92,359 |
2023 | 91,955 |
Thereafter | 801,832 |
Total future minimum rental payments | 1,253,745 |
Related Parties | |
Operating Leased Assets [Line Items] | |
2019 | 6,152 |
2020 | 6,201 |
2021 | 6,297 |
2022 | 6,532 |
2023 | 6,410 |
Thereafter | 48,914 |
Total future minimum rental payments | $ 80,506 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Loss Contingencies [Line Items] | ||
2019 | $ 89,123 | |
2020 | 97,739 | |
2021 | 99,387 | |
2022 | 98,891 | |
2023 | 98,365 | |
Accrued insurance, current | 3,700 | $ 2,900 |
Future purchase commitments 2019 | 10,000 | |
Future purchase commitments 2020 | 10,000 | |
Future purchase commitments 2021 | 10,000 | |
Future purchase commitments 2022 | 10,000 | |
Revolving credit facility | ||
Loss Contingencies [Line Items] | ||
Line of credit | 100,000 | |
Unrelated Third Parties | ||
Loss Contingencies [Line Items] | ||
2019 | 3,600 | |
2020 | 3,600 | |
2021 | 3,600 | |
2022 | 3,600 | |
2023 | $ 3,600 |
Commitments and Contingencies_3
Commitments and Contingencies - Rental Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Capital and Operating Leased Assets [Line Items] | |||
Contingent rentals | $ 548 | $ 531 | $ 619 |
Less rentals from subleases | (1,075) | (1,079) | (1,129) |
Total rent expense | 85,961 | 79,383 | 62,805 |
Third Parties | |||
Capital and Operating Leased Assets [Line Items] | |||
Rent expense-related parties | 79,347 | 72,622 | 56,825 |
Related Parties | |||
Capital and Operating Leased Assets [Line Items] | |||
Rent expense-related parties | $ 7,141 | $ 7,309 | $ 6,490 |
Earnings Per Share - Earnings P
Earnings Per Share - Earnings Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Numerator | |||||||||||
Net income (loss) attributable to common stockholders - basic | $ 12,445 | $ (10,632) | $ 3,774 | $ 7,669 | $ 7,286 | $ 5,525 | $ 5,587 | $ 20,480 | $ 15,868 | $ 20,601 | $ 10,198 |
Denominator | |||||||||||
Weighted-average shares of common stock - basic (in shares) | 88,345,000 | 68,477,000 | 75,778,000 | 68,473,000 | 68,473,000 | 68,232,000 | 68,260,000 | ||||
Effect of dilutive RSUs (in shares) | 101,000 | 44,000 | 36,000 | 30,000 | 73,000 | 100,000 | 63,000 | ||||
Effect of dilutive options (in shares) | 4,737,000 | 2,788,000 | |||||||||
Weighted-average shares of common stock - diluted (in shares) | 93,183,000 | 68,521,000 | 78,602,000 | 68,503,000 | 68,546,000 | 68,332,000 | 68,323,000 | ||||
Earnings per share attributable to common stockholders: | |||||||||||
Basic (in usd per share) | $ 0.14 | $ 0.11 | $ 0.07 | $ 0.30 | $ 0.24 | $ 0.30 | $ 0.15 | ||||
Diluted (in usd per share) | $ 0.13 | $ 0.11 | $ 0.07 | $ 0.30 | $ 0.23 | $ 0.30 | $ 0.15 | ||||
Performance-based options | |||||||||||
Earnings per share attributable to common stockholders: | |||||||||||
Options, nonvested (in shares) | 5,777,121 | 5,777,121 | 5,777,121 | 5,777,121 | 5,795,330 | 5,525,860 | 5,353,473 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2018 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | Jun. 24, 2019 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Dividend paid | $ 152,200 | $ 42 | $ 83 | $ 254 | $ 24 | $ 14 | $ 79 | $ 153,587 | $ 1,307 | $ 86,454 | |
IPO | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Initial public offering share issue | 5,675,227 | ||||||||||
Initial public offering price per share | $ 22 | $ 22 |
Earnings Per Share - Unaudited
Earnings Per Share - Unaudited Proforma Earning Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Numerator | |||||||||||
Net income attributable to common stockholders-basic | $ 12,445 | $ (10,632) | $ 3,774 | $ 7,669 | $ 7,286 | $ 5,525 | $ 5,587 | $ 20,480 | $ 15,868 | $ 20,601 | $ 10,198 |
Adjust for Interest paid on incremental term loans | 1,080 | ||||||||||
Pro forma net income attributable to common stockholders-basic | $ 16,948 | ||||||||||
Denominator | |||||||||||
Weighted-average shares of common stock-basic | 88,345 | 68,477 | 75,778 | 68,473 | 68,473 | 68,232 | 68,260 | ||||
Add: common shares offered hereby to fund the dividend in excess of earnings | 5,675 | ||||||||||
Pro forma weighted-average shares of common stock-basic | 74,148 | ||||||||||
Pro forma weighted-average shares of common stock-basic | 74,148 | ||||||||||
Weighted average effect of dilutive RSUs | 101 | 44 | 36 | 30 | 73 | 100 | 63 | ||||
Pro forma weighted-average shares of common stock-diluted | 74,221 | ||||||||||
Pro forma earnings per share attributable to common stockholders: | |||||||||||
Basic | $ 0.23 | ||||||||||
Diluted | $ 0.23 |
Schedule1 - Registrant's Conden
Schedule1 - Registrant's Condensed Financial Statements - Condensed Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | Jan. 02, 2016 |
Current assets: | ||||||||||
Total current assets | $ 277,991 | $ 240,372 | $ 207,556 | |||||||
Total assets | 2,134,846 | 1,376,862 | 1,317,871 | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
Total liabilities | 1,403,968 | 1,076,911 | 890,738 | |||||||
Capital stock: | ||||||||||
Series A Preferred stock | 0 | 0 | ||||||||
Additional paid-in capital | 712,987 | 287,457 | 403,289 | |||||||
Retained earnings | 17,803 | 12,426 | 23,776 | |||||||
Total stockholders' equity | 730,878 | $ 716,688 | $ 303,851 | 299,951 | $ 448,042 | $ 440,276 | $ 432,846 | 427,133 | $ 406,352 | $ 479,784 |
Total liabilities and stockholders' equity | 2,134,846 | 1,376,862 | 1,317,871 | |||||||
Common Stock | ||||||||||
Capital stock: | ||||||||||
Common stock | $ 88 | 67 | 67 | |||||||
Nonvoting Common | ||||||||||
Capital stock: | ||||||||||
Common stock | 1 | 1 | ||||||||
Parent Company | ||||||||||
Current assets: | ||||||||||
Other current assets | 497 | |||||||||
Total current assets | 497 | |||||||||
Investment in wholly owned subsidiary | 300,922 | 427,882 | ||||||||
Total assets | 301,419 | 427,882 | ||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
Intercompany payable | 1,468 | 750 | ||||||||
Total liabilities | 1,468 | 750 | ||||||||
Capital stock: | ||||||||||
Series A Preferred stock | ||||||||||
Additional paid-in capital | 287,457 | 403,289 | ||||||||
Retained earnings | 12,426 | 23,776 | ||||||||
Total stockholders' equity | 299,951 | 427,133 | ||||||||
Total liabilities and stockholders' equity | 301,419 | 427,882 | ||||||||
Parent Company | Common Stock | ||||||||||
Capital stock: | ||||||||||
Common stock | 67 | 67 | ||||||||
Parent Company | Nonvoting Common | ||||||||||
Capital stock: | ||||||||||
Common stock | $ 1 | $ 1 |
Schedule1 - Registrant's Cond_2
Schedule1 - Registrant's Condensed Financial Statements - Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Sep. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, authorized (shares) | 500,000,000 | ||
Series A Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Series A Preferred stock, shares authorized (shares) | 50,000,000 | 1 | 1 |
Series A Preferred stock, shares issued (shares) | 0 | 1 | 1 |
Series A Preferred stock, shares outstanding (shares) | 0 | 1 | 1 |
Parent Company | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Series A Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 | |
Series A Preferred stock, shares authorized (shares) | 1 | 1 | |
Series A Preferred stock, shares issued (shares) | 1 | 1 | |
Series A Preferred stock, shares outstanding (shares) | 1 | 1 | |
Common Stock | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized (shares) | 500,000,000 | 107,536,215 | 107,536,215 |
Common stock, issued (shares) | 88,372,134 | 67,435,288 | 67,381,104 |
Common stock, outstanding (shares) | 88,372,134 | 67,435,288 | 67,381,104 |
Common Stock | Parent Company | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized (shares) | 107,536,215 | 107,536,215 | |
Common stock, issued (shares) | 67,381,104 | 67,435,288 | |
Common stock, outstanding (shares) | 67,381,104 | 67,435,288 | |
Nonvoting Common | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized (shares) | 0 | 17,463,785 | 17,463,785 |
Common stock, issued (shares) | 0 | 1,038,413 | 1,038,413 |
Common stock, outstanding (shares) | 0 | 1,038,413 | 1,038,413 |
Nonvoting Common | Parent Company | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized (shares) | 17,463,785 | 17,463,785 | |
Common stock, issued (shares) | 1,038,413 | 1,038,413 | |
Common stock, outstanding (shares) | 1,038,413 | 1,038,413 |
Schedule1 - Registrant's Cond_3
Schedule1 - Registrant's Condensed Financial Statements - Condensed Statements of Income and Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Operating expenses | $ (177,139) | $ (151,462) | $ (535,485) | $ (450,617) | $ (612,930) | $ (554,947) | $ (497,108) | ||||
Operating loss | 23,948 | 24,087 | 51,339 | 68,616 | 82,467 | 76,936 | 64,069 | ||||
Net income (loss) | 12,445 | $ (10,632) | $ 3,774 | 7,669 | $ 7,286 | $ 5,525 | $ 5,587 | $ 20,480 | 15,868 | 20,601 | 10,198 |
Comprehensive income (loss) | $ 12,445 | $ (10,632) | $ 3,774 | $ 7,669 | $ 7,286 | $ 5,525 | 15,868 | 20,601 | 10,198 | ||
Parent Company | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Operating expenses | 216 | 181 | 294 | ||||||||
Operating loss | (216) | (181) | (294) | ||||||||
Loss before equity in net income of subsidiary | (216) | (181) | (294) | ||||||||
Equity in net income of subsidiary, net of tax | 16,084 | 20,782 | 10,492 | ||||||||
Net income (loss) | 15,868 | 20,601 | 10,198 | ||||||||
Comprehensive income (loss) | $ 15,868 | $ 20,601 | $ 10,198 |
Schedule1 - Registrant's Cond_4
Schedule1 - Registrant's Condensed Financial Statements - Condensed Statements of Cash Flows (Detail) - USD ($) $ in Thousands | Oct. 22, 2018 | Jun. 23, 2016 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 |
Operating activities: | |||||||||||||
Net income (loss) | $ 12,445 | $ (10,632) | $ 3,774 | $ 7,669 | $ 7,286 | $ 5,525 | $ 5,587 | $ 20,480 | $ 15,868 | $ 20,601 | $ 10,198 | ||
Changes in operating assets and liabilities: | |||||||||||||
Net cash (used in) provided by operating activities | 104,490 | 85,442 | 105,811 | 84,703 | 70,875 | ||||||||
Investing activities: | |||||||||||||
Net cash (used in) provided by investing activities | (79,933) | (46,232) | (73,550) | (77,820) | (65,416) | ||||||||
Financing activities: | |||||||||||||
Repurchase of shares | (1,677) | 0 | (34) | (172) | (253) | ||||||||
Dividends paid | (379) | (117) | (153,587) | (1,307) | (86,454) | ||||||||
Net cash (used in) provided by financing activities | (1,600) | (4,125) | (16,999) | (7,935) | (4,328) | ||||||||
Net increase (decrease) in cash and cash equivalents | 22,957 | 35,085 | 15,262 | (1,052) | 1,131 | ||||||||
Cash and cash equivalents-Beginning of period | 21,063 | 5,801 | 21,063 | 5,801 | 5,801 | 6,853 | 5,722 | ||||||
Cash and cash equivalents-End of period | $ 44,020 | $ 40,886 | 44,020 | 40,886 | 21,063 | 5,801 | 6,853 | ||||||
Parent Company | |||||||||||||
Operating activities: | |||||||||||||
Net income (loss) | 15,868 | 20,601 | 10,198 | ||||||||||
Adjustments to reconcile net income to net cash used in operating activities | |||||||||||||
Equity in net income of subsidiary | (16,084) | (20,782) | (10,492) | ||||||||||
Dividend received from subsidiary (return on capital) | $ 27,351 | 27,351 | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Other current assets | (497) | ||||||||||||
Net cash (used in) provided by operating activities | 26,638 | (181) | (294) | ||||||||||
Investing activities: | |||||||||||||
Dividend received from subsidiary (return of capital) | $ 126,236 | $ 86,454 | 126,236 | 86,454 | |||||||||
Net cash (used in) provided by investing activities | 126,236 | 86,454 | |||||||||||
Financing activities: | |||||||||||||
Intercompany payables | 718 | 353 | 375 | ||||||||||
Proceeds from exercise of stock options | 29 | 172 | |||||||||||
Repurchase of shares | (34) | (172) | (253) | ||||||||||
Dividends paid | (153,587) | (86,454) | |||||||||||
Net cash (used in) provided by financing activities | (152,874) | 181 | (86,160) | ||||||||||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 | ||||||||||
Cash and cash equivalents-Beginning of period | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Cash and cash equivalents-End of period | $ 0 | $ 0 | $ 0 |
Schedule1 - Registrant's Cond_5
Schedule1 - Registrant's Condensed Financial Statements - Additional Information (Detail) $ in Thousands | Jun. 06, 2019 | Oct. 22, 2018USD ($) | Jun. 23, 2016USD ($) | Jun. 06, 2019 | Dec. 29, 2018USD ($) | Dec. 31, 2016USD ($) |
Condensed Financial Statements, Captions [Line Items] | ||||||
Stock split, conversion ratio | 1.403 | 1.403 | ||||
Globe Intermediate Corp | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% | |||||
GOBP Holdings Inc | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% | |||||
GOBP Midco Inc | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% | |||||
Grocery Outlet Inc | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% | |||||
Parent Company | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Stock split, conversion ratio | 1.403 | |||||
Dividend Declared to common stock holders | $ 153,600 | $ 86,500 | ||||
Proceeds from equity method investment, return of Capital | 126,236 | 86,454 | $ 126,236 | $ 86,454 | ||
Proceeds from equity method investment, dividend distribution | 27,351 | $ 27,351 | ||||
Parent Company | Globe Intermediate Corp | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Dividend Received from Intermediate | $ 153,600 | $ 86,500 | ||||
Parent Company | Globe Intermediate Corp | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% | |||||
Parent Company | GOBP Holdings Inc | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% | |||||
Parent Company | GOBP Midco Inc | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% | |||||
Parent Company | Grocery Outlet Inc | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Percentage of equity investment fund | 100.00% |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | Sep. 28, 2019USD ($)StoreWarehouse | Dec. 29, 2018USD ($) |
Lessee, Lease, Description [Line Items] | ||
Number of finance leases | 1 | |
ROU asset | $ 680,178 | |
Operating lease liability | 754,307 | |
Total undiscounted future lease payments for store leases that have been executed but not yet taken possession | $ 217,200 | |
Period of undiscounted future lease payments for store leases that have been executed but not yet taken possession | 15 years | |
Number of stores | Store | 337 | |
Lease life | 15 years | |
Future minimum rental receipts of subleases | $ 3,500 | $ 3,600 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Extension term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Extension term | 5 years | |
Related Parties | ||
Lessee, Lease, Description [Line Items] | ||
Number of warehouse location | Warehouse | 1 | |
ROU asset | $ 44,900 | |
Operating lease liability | $ 49,300 | |
Number of executed store leases not yet taken possession | 36 | |
Number of stores | Store | 16 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification of Right-of-Use Assets and Lease Liabilities (Detail) $ in Thousands | Sep. 28, 2019USD ($) |
Assets: | |
Operating lease assets | $ 680,178 |
Finance lease assets | 4,226 |
Total leased assets | 684,404 |
Current | |
Operating | 38,510 |
Finance | 536 |
Noncurrent | |
Operating | 715,796 |
Finance | 3,766 |
Total lease liabilities | $ 758,608 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 28, 2019 | Sep. 28, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 24,211 | $ 71,085 |
Finance lease cost: | ||
Amortization of right-of-use assets | 173 | 520 |
Interest on leased liabilities | 68 | 192 |
Sublease income | (299) | (949) |
Net Lease Cost | $ 24,153 | $ 70,848 |
Leases - Rental Expense Under A
Leases - Rental Expense Under ASC 840 (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Operating Leased Assets [Line Items] | |||
Contingent rentals | $ 548 | $ 531 | $ 619 |
Less rentals from subleases | (1,075) | (1,079) | (1,129) |
Total rent expense | 85,961 | 79,383 | 62,805 |
Third Parties | |||
Operating Leased Assets [Line Items] | |||
Rent expense | 79,347 | 72,622 | 56,825 |
Related Parties | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 7,141 | $ 7,309 | $ 6,490 |
Leases - Undiscounted Future Le
Leases - Undiscounted Future Lease Payments Under Lease Liability (Under ASC 840) (Detail) $ in Thousands | Dec. 29, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2019 | $ 89,123 |
2020 | 97,739 |
2021 | 99,387 |
2022 | 98,891 |
2023 | 98,365 |
Thereafter | 850,746 |
Total future lease payments | 1,334,251 |
Third Parties | |
Operating Leased Assets [Line Items] | |
2019 | 82,971 |
2020 | 91,538 |
2021 | 93,090 |
2022 | 92,359 |
2023 | 91,955 |
Thereafter | 801,832 |
Total future lease payments | 1,253,745 |
Related Parties | |
Operating Leased Assets [Line Items] | |
2019 | 6,152 |
2020 | 6,201 |
2021 | 6,297 |
2022 | 6,532 |
2023 | 6,410 |
Thereafter | 48,914 |
Total future lease payments | $ 80,506 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Detail) $ in Thousands | Sep. 28, 2019USD ($) |
Operating Leases | |
2019 | $ 23,318 |
2020 | 93,885 |
2021 | 94,413 |
2022 | 93,733 |
2023 | 93,454 |
Thereafter | 789,416 |
Total lease payments | 1,188,219 |
Less: Interest | (433,912) |
Present value of lease liabilities | 754,307 |
Finance Leases | |
2019 | 203 |
2020 | 756 |
2021 | 777 |
2022 | 724 |
2023 | 622 |
Thereafter | 2,429 |
Total lease payments | 5,511 |
Less: Interest | (1,209) |
Present value of lease liabilities | 4,302 |
Total | |
2019 | 23,521 |
2020 | 94,641 |
2021 | 95,190 |
2022 | 94,457 |
2023 | 94,076 |
Thereafter | 791,845 |
Total lease payments | $ 1,193,730 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Detail) | Sep. 28, 2019 |
Weighted-average remaining lease term (years): | |
Operating leases | 12 years 4 months 2 days |
Finance leases | 8 years 2 months 1 day |
Weighted-average discount rate: | |
Operating leases | 7.72% |
Finance leases | 6.02% |
Leases - Cash Flow Information
Leases - Cash Flow Information (Detail) - USD ($) $ in Thousands | Dec. 30, 2018 | Sep. 28, 2019 |
Leases [Abstract] | ||
Operating Lease, Payments | $ 65,448 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 641,529 | $ 70,965 |
Long-Term Debt - Debt Extinguis
Long-Term Debt - Debt Extinguishment and Modification Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||||||
Write off of debt issuance costs | $ 322 | $ 4,110 | |||||
Debt modification costs | 150 | 150 | $ 1,794 | $ 208 | |||
Write off of loan discounts | 1,374 | ||||||
Debt extinguishment and modification costs | $ 472 | $ 0 | $ 5,634 | $ 0 | $ 5,253 | $ 1,466 | $ 0 |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of RSU Activity (Detail) - RSUs | 9 Months Ended |
Sep. 28, 2019$ / sharesshares | |
Number of Shares | |
Nonvested - beginning of period (shares) | shares | 80,820 |
Granted (shares) | shares | 195,135 |
Vested / Released (shares) | shares | (42,464) |
Canceled / forfeited (shares) | shares | (6,023) |
Nonvested - end of period (shares) | shares | 227,468 |
Weighted- Average Grant Date Fair Value | |
Nonvested - beginning of period (usd per share) | $ / shares | $ 8.80 |
Granted (usd per share) | $ / shares | 27.13 |
Vested / Released (usd per share) | $ / shares | 8.36 |
Canceled / forfeited (usd per share) | $ / shares | 29.99 |
Nonvested - end of period (usd per share) | $ / shares | $ 24.04 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) and Effective Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||
Income tax expense | $ 3,689 | $ 2,892 | $ 886 | $ 7,724 | $ 5,984 | $ 5,171 | $ 6,724 |
Effective tax rate | 22.90% | 27.40% | 13.70% | 27.40% | 27.40% | 20.10% | 39.70% |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Earnings (Net Loss) Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 29, 2018 | Sep. 29, 2019 | Sep. 29, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from the calculation of diluted earnings (net loss) per share because their effect would have been anti-dilutive | 0 | 0 | 217 | 7 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from the calculation of diluted earnings (net loss) per share because their effect would have been anti-dilutive | 0 | 0 | 17 | 7 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from the calculation of diluted earnings (net loss) per share because their effect would have been anti-dilutive | 0 | 0 | 200 | 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 23, 2019 | Jun. 24, 2019 | Oct. 31, 2019 | Sep. 28, 2019 | Sep. 28, 2019 | Sep. 28, 2019 | Sep. 29, 2018 |
Subsequent Event [Line Items] | |||||||
Payments of stock issuance costs | $ 7,058 | $ 0 | |||||
Proceeds from initial public offering, net of underwriting discounts paid | $ 407,666 | $ 0 | |||||
IPO | |||||||
Subsequent Event [Line Items] | |||||||
Payments of stock issuance costs | $ 600 | $ 7,300 | |||||
Proceeds from initial public offering, net of underwriting discounts paid | $ 407,700 | ||||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 19,765,625 | ||||||
Subsequent Event | Term Loan Maturing October 22, 2025 | Senior Notes | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of long-term debt | $ 15,000 | ||||||
Subsequent Event | IPO | |||||||
Subsequent Event [Line Items] | |||||||
Payments of stock issuance costs | $ 1,100 | ||||||
Proceeds from initial public offering, net of underwriting discounts paid | $ 3,200 | ||||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 451,470 |