GO Grocery Outlet Holding Corporation

Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the second quarter of fiscal 2024 ended June 29, 2024.

Highlights for Second Quarter Fiscal 2024 as compared to Second Quarter Fiscal 2023:

• Net sales increased by 11.7% to $1.13 billion.
• Comparable store sales increased by 2.9%, driven by a 5.1% increase in the number of transactions, partially offset by a 2.1% decrease in average transaction size.
• In addition to the previously announced 40 stores acquired as part of the United Grocery Outlet acquisition on April 1, 2024, the Company opened 11 new stores and closed one store, ending the quarter with 524 stores in 16 states.
• Gross margin decreased by 140 basis points to 30.9%. As previously disclosed, the Company experienced disruptions as a result of the implementation of new technology platforms in late August 2023. Such disruptions are estimated to have negatively impacted gross margin by 100 basis points in the second quarter. The Company does not expect any further disruptions that would result in material negative impacts on its results of operations in the second half of fiscal 2024.
• Selling, general and administrative expenses increased by 11.4% to $323.1 million, or 28.6% of net sales. This included $3.8 million of commission support the Company elected to provide operators in connection with the Company's system upgrades.
• Net income decreased 42.8% to $14.0 million, or $0.14 per share.
• Adjusted EBITDA(1) decreased by 3.7% to $67.9 million, or 6.0% of net sales.
• Adjusted net income(1) decreased by 21.4% to $25.1 million, or $0.25 per adjusted diluted share(1).

"We are pleased with our second quarter performance with gross margins and earnings coming in better than our expectations," said RJ Sheedy, President and CEO of Grocery Outlet. "We also continue to make good progress with our systems transition work and are happy to now have the material negative P&L impact behind us."   

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(1)

Adjusted EBITDA, adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures, which exclude the impact of certain special items. Please note that the Company's non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the "Non-GAAP Financial Information" section of this release as well as the respective reconciliations of the Company's non-GAAP financial measures below for additional information about these items.

Highlights for the 26 Weeks Ended June 29, 2024 as compared to the 26 Weeks Ended July 1, 2023:

• Net sales increased by 9.6% to $2.17 billion.
• Comparable store sales increased by 3.4%, driven by a 6.0% increase in the number of transactions, partially offset by a 2.5% decrease in average transaction size.
• Gross margin decreased by 150 basis points to 30.2%. Disruptions as a result of the implementation of the new technology platforms in late August 2023 are estimated to have negatively impacted gross margin by 150 basis points in the 26 weeks ended June 29, 2024.
• Selling, general and administrative expenses increased by 12.3% to $626.5 million, or 28.9% of net sales. This included $16.2 million of commission support the Company elected to provide operators in connection with the Company's system upgrades.
• Net income decreased 66.0% to $13.0 million, or $0.13 per share.
• Adjusted EBITDA(1) decreased by 19.7% to $107.3 million, or 5.0% of net sales.
• Adjusted net income(1) decreased by 42.5% to $33.9 million, or $0.34 per adjusted diluted share(1).

Balance Sheet and Cash Flow:

• Cash and cash equivalents totaled $67.1 million at the end of the second quarter of fiscal 2024.
• Total debt was $379.2 million at the end of the second quarter of fiscal 2024, net of unamortized debt issuance costs. During the second quarter of fiscal 2024, $90.0 million was borrowed under the Company's revolving credit facility to support share repurchases and other cash outlays, after the acquisition of United Grocery Outlet.
• Net cash provided by operating activities during the second quarter of fiscal 2024 was $41.6 million.
• Capital expenditures for the second quarter of fiscal 2024, before the impact of tenant improvement allowances, were $42.4 million, and, net of tenant improvement allowances, were $40.2 million.

As previously announced, on April 1, 2024, the Company completed the acquisition of United Grocery Outlet for the total purchase consideration of $62.8 million, including $2.0 million of cash and cash equivalents on hand, subject to post-closing adjustments, and was funded with cash on hand.

Outlook:

The Company is updating key guidance figures for fiscal 2024 as follows:

	Previous	Current
New store openings, net(2)	58 to 62	62 to 64
Net sales	$4.30 billion to $4.35 billion	$4.30 billion to $4.35 billion
Comparable store sales increase	3.5% to 4.5%	~3.5%
Gross margin	~30.5%	~30.5%
Adjusted EBITDA(1)	$252 million to $260 million	$252 million to $260 million
Adjusted earnings per share — diluted(1)	$0.89 to $0.95	$0.89 to $0.95
Capital expenditures (net of tenant improvement allowances)	~$175 million	~$200 million

__________________________________

(2)	Includes addition of 40 stores from acquisition of United Grocery Outlet.

Conference Call Information:

A conference call to discuss the second quarter fiscal 2024 financial results is scheduled for today, August 6, 2024 at 4:30 p.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial (877) 407-9208 approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at https://investors.groceryoutlet.com.

A taped replay of the conference call will be available within two hours of the conclusion of the call and can be accessed both online and by dialing (844) 512-2921 and entering access code 13744382. The replay will be available for approximately two weeks after the call.

Non-GAAP Financial Information:

In addition to reporting financial results in accordance with accounting principles generally accepted in the United States ("GAAP"), management and the Board of Directors use EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share as supplemental key metrics to assess the Company's financial performance. These non-GAAP financial measures are also frequently used by analysts, investors and other interested parties to evaluate the Company and other companies in the Company's industry. Management believes it is useful to investors and analysts to evaluate these non-GAAP measures on the same basis as management uses to evaluate the Company's operating results. Management uses these non-GAAP measures to supplement GAAP measures of performance to evaluate the effectiveness of the Company's business strategies, to make budgeting decisions and to compare the Company's performance against that of other peer companies using similar measures. In addition, the Company uses adjusted EBITDA to supplement GAAP measures of performance to evaluate performance in connection with compensation decisions. Management believes that excluding items from operating income, net income and net income per diluted share that may not be indicative of, or are unrelated to, the Company's core operating results, and that may vary in frequency or magnitude, enhances the comparability of the Company's results and provides additional information for analyzing trends in the Company's business.

Management defines EBITDA as net income before net interest expense, income taxes and depreciation and amortization expenses. Adjusted EBITDA represents EBITDA adjusted to exclude share-based compensation expense, loss on debt extinguishment and modification, asset impairment and gain or loss on disposition, acquisition and integration costs, costs related to the amortization of inventory purchase accounting asset step-ups and certain other expenses that may not be indicative of, or are unrelated to, the Company's core operating results, and that may vary in frequency or magnitude. Adjusted net income represents net income adjusted for the previously mentioned adjusted EBITDA adjustments, further adjusted for the amortization of property and equipment purchase accounting asset step-ups and deferred financing costs, tax adjustment to normalize the effective tax rate, and tax effect of total adjustments. Basic adjusted earnings per share is calculated using adjusted net income, as defined above, and basic weighted average shares outstanding. Diluted adjusted earnings per share is calculated using adjusted net income, as defined above, and diluted weighted average shares outstanding.

These non-GAAP measures may not be comparable to similar measures reported by other companies and have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of the Company's results as reported under GAAP. The Company addresses the limitations of the non-GAAP measures through the use of various GAAP measures. In the future the Company will incur expenses or charges such as those added back to calculate adjusted EBITDA or adjusted net income. The presentation of these non-GAAP measures should not be construed as an inference that future results will be unaffected by the adjustments used to derive such non-GAAP measures.

The Company has not reconciled the non-GAAP adjusted EBITDA and adjusted diluted earnings per share forward-looking guidance included in this release to the most directly comparable GAAP measures because this cannot be done without unreasonable effort due to the variability and low visibility with respect to taxes and non-recurring items, which are potential adjustments to future earnings. The Company expects the variability of these items to have a potentially unpredictable, and a potentially significant, impact on the Company's future GAAP financial results.

Forward-Looking Statements:

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release other than statements of historical fact, including statements regarding the Company's future operating results and financial position, the Company's business strategy and plans, the integration of the Company's recent acquisition of United Grocery Outlet, the Company's enterprise resource planning system upgrades and related impacts, business and market trends, macroeconomic and geopolitical conditions, and the sufficiency of the Company's cash balances, working capital and cash generated from operating, investing, and financing activities for the Company's future liquidity and capital resource needs may constitute forward-looking statements. Words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "outlook," "plan," "project," "seek," "will," and similar expressions, are intended to identify such forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied by any forward-looking statements, including the following: failure of suppliers to consistently supply the Company with opportunistic products at attractive pricing; inability to successfully identify trends and maintain a consistent level of opportunistic products; failure to maintain or increase comparable store sales; any significant disruption to the Company's distribution network, the operations of its distributions centers and timely receipt of inventory; inflation and other changes affecting the market prices of the products the Company sells; risks associated with newly opened or acquired stores; failure to open, relocate or remodel stores on schedule and on budget; costs and successful implementation of marketing, advertising and promotions; failure to maintain the Company's reputation and the value of its brand, including protecting intellectual property; inability to maintain sufficient levels of cash flow from operations; risks associated with leasing substantial amounts of space; failure to properly integrate any acquired businesses; natural or man-made disasters, climate change, power outages, major health epidemics, pandemic outbreaks, terrorist acts, global political events or other serious catastrophic events and the concentration of the Company's business operations; failure to participate effectively in the growing online retail marketplace; unexpected costs and negative effects if the Company incurs losses not covered by insurance; difficulties associated with labor relations and shortages; loss of key personnel or inability to attract, train and retain highly qualified personnel; failure to remediate material weakness in the Company's internal control over financial reporting; risks associated with economic conditions; competition in the retail food industry; movement of consumer trends toward private labels and away from name-brand products; risks associated with deploying the Company's own private label brands; inability to attract and retain qualified independent operators of the Company ("IOs"); failure of the IOs to successfully manage their business; failure of the IOs to repay notes outstanding to the Company; inability of the IOs to avoid excess inventory shrink; any loss or changeover of an IO; legal proceedings initiated against the IOs; legal challenges to the IO/independent contractor business model; failure to maintain positive relationships with the IOs; risks associated with actions the IOs could take that could harm the Company's business; material disruption to information technology systems, including risks associated with any continued impact from the Company's systems transition; failure to maintain the security of information relating to personal information or payment card data of customers, employees and suppliers; risks associated with products the Company and its IOs sell; risks associated with laws and regulations generally applicable to retailers; legal or regulatory proceedings; the Company's substantial indebtedness could affect its ability to operate its business, react to changes in the economy or industry or pay debts and meet obligations; restrictive covenants in the Company's debt agreements may restrict its ability to pursue its business strategies, and failure to comply with any of these restrictions could result in acceleration of the Company's debt; risks associated with tax matters; changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters; and the other factors discussed under "Risk Factors" in the Company's most recent annual report on Form 10-K and in other subsequent reports the Company files with the United States Securities and Exchange Commission (the "SEC"). The Company's periodic filings are accessible on the SEC's website at www.sec.gov.

Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks emerge from time to time. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, and the Company's expectations based on third-party information and projections are from sources that management believes to be reputable, the Company cannot guarantee that future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this release or as of the date specified herein and the Company has based these forward-looking statements on current expectations and projections about future events and trends. Except as required by law, the Company does not undertake any duty to update any of these forward-looking statements after the date of this release or to conform these statements to actual results or revised expectations.

About Grocery Outlet:

Based in Emeryville, California, Grocery Outlet is a high-growth, extreme value retailer of quality, name-brand consumables and fresh products sold primarily through a network of independently operated stores. Grocery Outlet and its subsidiaries have more than 520 stores in California, Washington, Oregon, Pennsylvania, Tennessee, Idaho, Nevada, Maryland, North Carolina, New Jersey, Georgia, Ohio, Alabama, Delaware, Kentucky and Virginia.

GROCERY OUTLET HOLDING CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(in thousands, except per share data)(unaudited)
	13 Weeks Ended						26 Weeks Ended
	June 29,2024			July 1,2023			June 29,2024			July 1,2023
Net sales	$	1,128,520		$	1,010,255		$	2,165,464		$	1,975,722
Cost of sales		779,280			683,685			1,512,279			1,348,609
Gross profit		349,240			326,570			653,185			627,113
Selling, general and administrative expenses		323,135			290,089			626,517			557,814
Operating income		26,105			36,481			26,668			69,299
Other expenses:
Interest expense, net		5,559			4,766			8,735			10,685
Loss on debt extinguishment and modification		—			—			—			5,340
Total other expenses		5,559			4,766			8,735			16,025
Income before income taxes		20,546			31,715			17,933			53,274
Income tax expense		6,545			7,244			4,957			15,083
Net income and comprehensive income	$	14,001		$	24,471		$	12,976		$	38,191
Basic earnings per share	$	0.14		$	0.25		$	0.13		$	0.39
Diluted earnings per share	$	0.14		$	0.24		$	0.13		$	0.38
Weighted average shares outstanding:
Basic		99,542			98,515			99,531			98,218
Diluted		100,369			100,639			100,753			100,604

GROCERY OUTLET HOLDING CORP.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands)(unaudited)
	June 29,2024			December 30,2023
Assets
Current assets:
Cash and cash equivalents	$	67,065		$	114,987
Independent operator receivables and current portion of independent operator notes, net of allowance		12,243			14,943
Other accounts receivable, net of allowance		4,388			4,185
Merchandise inventories		367,313			349,993
Prepaid expenses and other current assets		24,259			32,443
Total current assets		475,268			516,551
Independent operator notes and receivables, net of allowance		30,675			28,134
Property and equipment, net		712,764			642,462
Operating lease right-of-use assets		998,366			945,710
Intangible assets, net		76,887			78,556
Goodwill		776,832			747,943
Other assets		9,884			10,230
Total assets	$	3,080,676		$	2,969,586
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable	$	210,231		$	209,354
Accrued and other current liabilities		54,304			66,655
Accrued compensation		18,655			24,749
Current portion of long-term debt		5,625			5,625
Current lease liabilities		71,940			63,774
Income and other taxes payable		7,924			13,808
Total current liabilities		368,679			383,965
Long-term debt, net		373,555			287,107
Deferred income tax liabilities, net		41,154			38,601
Long-term lease liabilities		1,075,019			1,038,307
Other long-term liabilities		1,425			2,267
Total liabilities		1,859,832			1,750,247
Stockholders' equity:
Common stock		99			99
Series A preferred stock		—			—
Additional paid-in capital		865,805			877,276
Retained earnings		354,940			341,964
Total stockholders' equity		1,220,844			1,219,339
Total liabilities and stockholders' equity	$	3,080,676		$	2,969,586

GROCERY OUTLET HOLDING CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
	26 Weeks Ended
	June 29,2024				July 1,2023
Cash flows from operating activities:
Net income	$	12,976			$	38,191
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		43,462				36,969
Amortization of intangible and other assets		7,972				4,826
Amortization of debt issuance costs and debt discounts		455				628
Non-cash rent		1,788				2,705
Loss on debt extinguishment and modification		—				5,340
Share-based compensation		15,143				17,981
Provision for independent operator and other accounts receivable reserves		1,947				2,154
Deferred income taxes		2,077				9,938
Other		745				342
Changes in operating assets and liabilities:
Independent operator and other accounts receivable		1,006				(3,395	)
Merchandise inventories		(3,112	)			13,975
Prepaid expenses and other assets		10,973				(2,657	)
Income and other taxes payable		(6,626	)			3,486
Trade accounts payable, accrued compensation and other liabilities		(45,210	)			20,985
Operating lease liabilities		5,842				5,652
Net cash provided by operating activities		49,438				157,120
Cash flows from investing activities:
Advances to independent operators		(5,541	)			(3,540	)
Repayments of advances from independent operators		2,692				3,551
Business acquisition, net of cash and cash equivalents acquired		(60,774	)			—
Purchases of property and equipment		(85,131	)			(66,025	)
Proceeds from sales of assets		—				24
Investments in intangible assets and licenses		(6,532	)			(12,309	)
Proceeds from insurance recoveries - property and equipment		—				215
Net cash used in investing activities		(155,286	)			(78,084	)
Cash flows from financing activities:
Proceeds from exercise of stock options		3,744				1,578
Tax withholding related to net settlement of employee share-based awards		—				(449	)
Proceeds from senior term loan due 2028		—				300,000
Proceeds from revolving credit facility		90,000				25,000
Principal payments on revolving credit facility		—				(25,000	)
Principal payments on senior term loan due 2025		—				(385,000	)
Principal payments on senior term loan due 2028		(3,750	)			(1,875	)
Principal payments on finance leases		(794	)			(651	)
Repurchase of common stock		(31,274	)			(3,275	)
Dividends paid		—				(9	)
Debt issuance costs paid		—				(4,513	)
Net cash provided by (used in) financing activities		57,926				(94,194	)
Net decrease in cash and cash equivalents		(47,922	)			(15,158	)
Cash and cash equivalents at beginning of period		114,987				102,728
Cash and cash equivalents at end of period	$	67,065			$	87,570

GROCERY OUTLET HOLDING CORP.RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA(in thousands) (unaudited)
	13 Weeks Ended						26 Weeks Ended
	June 29,2024			July 1,2023			June 29,2024			July 1,2023
Net income	$	14,001		$	24,471		$	12,976		$	38,191
Interest expense, net		5,559			4,766			8,735			10,685
Income tax expense		6,545			7,244			4,957			15,083
Depreciation and amortization expenses		26,545			21,120			51,434			41,795
EBITDA		52,650			57,601			78,102			105,754
Share-based compensation expenses (1)		7,001			11,305			15,143			17,981
Loss on debt extinguishment and modification (2)		—			—			—			5,340
Asset impairment and gain or loss on disposition (3)		381			236			745			343
Acquisition and integration costs (4)		4,937			—			7,586			—
Amortization of purchase accounting assets (5)		839			—			839			—
Other (6)		2,070			1,377			4,858			4,179
Adjusted EBITDA	$	67,878		$	70,519		$	107,273		$	133,597

GROCERY OUTLET HOLDING CORP.RECONCILIATION OF GAAP NET INCOME TO ADJUSTED NET INCOME(in thousands, except per share data) (unaudited)
	13 Weeks Ended								26 Weeks Ended
	June 29,2024				July 1,2023				June 29,2024				July 1,2023
Net income	$	14,001			$	24,471			$	12,976			$	38,191
Share-based compensation expenses (1)		7,001				11,305				15,143				17,981
Loss on debt extinguishment and modification (2)		—				—				—				5,340
Asset impairment and gain or loss on disposition (3)		381				236				745				343
Acquisition and integration costs (4)		4,937				—				7,586				—
Amortization of purchase accounting assets and deferred financing costs (5)		2,228				1,424				3,550				2,991
Other (6)		2,070				1,377				4,858				4,179
Tax adjustment to normalize effective tax rate (7)		86				(2,448	)			(708	)			(856	)
Tax effect of total adjustments (8)		(5,609	)			(4,446	)			(10,246	)			(9,226	)
Adjusted net income	$	25,095			$	31,919			$	33,904			$	58,943
GAAP earnings per share
Basic	$	0.14			$	0.25			$	0.13			$	0.39
Diluted	$	0.14			$	0.24			$	0.13			$	0.38
Adjusted earnings per share
Basic	$	0.25			$	0.32			$	0.34			$	0.60
Diluted	$	0.25			$	0.32			$	0.34			$	0.59
Weighted average shares outstanding
Basic		99,542				98,515				99,531				98,218
Diluted		100,369				100,639				100,753				100,604

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(1)	Includes non-cash share-based compensation expense and cash dividends paid on vested share-based awards as a result of dividends declared in connection with a recapitalization that occurred in fiscal 2018.
(2)	Represents the write-off of debt issuance costs and debt discounts as well as debt modification costs related to refinancing and/or repayment of the Company's credit facilities.
(3)	Represents asset impairment charges and gains or losses on dispositions of assets.
(4)	Represents costs related to the acquisition and integration of United Grocery Outlet, including due diligence, legal, other consulting and retention bonus expenses.
(5)	For purposes of determining adjusted EBITDA, this line represents the incremental amortization of inventory step-ups resulting from purchase price accounting related to acquisitions. For purposes of determining adjusted net income, in addition to the previously noted items, this line also represents the incremental amortization of property and equipment step-ups from acquisitions, as well as the amortization of debt issuance costs, as these items are already included in the adjusted EBITDA reconciliation within the depreciation and amortization expenses and interest income, net, respectively.
(6)	Represents other non-recurring, non-cash or non-operational items, such as technology upgrade implementation costs, certain personnel-related costs, costs related to employer payroll taxes associated with equity awards, store closing costs, legal settlements and other legal expenses, strategic project costs and miscellaneous costs.
(7)	Represents adjustments to normalize the effective tax rate for the impact of unusual or infrequent tax items that the Company does not consider in its evaluation of ongoing performance, including excess tax expenses or benefits related to stock option exercises and vesting of restricted stock units and performance-based restricted stock units that are recorded in earnings as discrete items in the reporting period in which they occur.
(8)	Represents the tax effect of the total adjustments. The Company calculates the tax effect of the total adjustments on a discrete basis excluding any non-recurring and unusual tax items.

INVESTOR RELATIONS CONTACTS:

Christine Chen
(510) 877-3192
cchen@cfgo.com

John Rouleau
(203) 682-4810
John.Rouleau@icrinc.com

MEDIA CONTACT:

Alejandro Alvarez Correa
(510) 346-5532
aalvarezcorrea@cfgo.com