Goodwill write-down drives Q1 loss at Grocery Outlet (NASDAQ: GO)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Grocery Outlet Holding Corp. reported first quarter fiscal 2026 results with net sales of $1.17 billion, up 3.6%. Comparable store sales declined 1.0% as smaller basket sizes offset higher transaction counts. Gross margin fell to 29.6% from 30.4%, pressured by markdowns and promotion-driven mix.
The company recorded an operating loss of $178.0 million and a net loss of $180.3 million, or $(1.83) per diluted share, driven mainly by a non-cash $158.0 million goodwill impairment and $18.2 million in restructuring charges. Adjusted net income was $4.6 million and adjusted EBITDA was $43.1 million, or 3.7% of sales, both below last year.
Management advanced an Optimization Plan, closing 27 of 36 underperforming stores during the quarter and incurring related charges, with total restructuring costs estimated between $20 million and $27 million through fiscal 2027. Despite these actions, the company reaffirmed full-year 2026 guidance for net sales of $4.60–$4.72 billion, adjusted EBITDA of $220–$235 million and diluted adjusted EPS of $0.45–$0.55.
Positive
- None.
Negative
- Large GAAP loss driven by impairment and restructuring: Net loss widened to $180.3 million, or $(1.83) per diluted share, mainly from a $158.0 million goodwill impairment and $18.2 million in restructuring charges.
- Pressure on underlying profitability and comps: Adjusted EBITDA fell to $43.1 million (3.7% of sales) from $51.9 million (4.6% of sales), while comparable store sales declined 1.0% and gross margin contracted by 80 basis points.
Insights
Large non-cash impairment drives a deep GAAP loss despite modest sales growth.
Grocery Outlet grew net sales 3.6% to $1.17 billion, but comparable store sales slipped 1.0% and gross margin compressed by 80 basis points to 29.6%. Adjusted EBITDA declined to $43.1 million, or 3.7% of sales, from $51.9 million a year ago.
The headline loss of $180.3 million reflects a substantial non-cash goodwill impairment of $158.0 million plus $18.2 million of restructuring charges tied to store closures. These items do not use cash directly, but they signal reduced expectations for the existing asset base and ongoing costs to reshape the footprint.
The Optimization Plan calls for closing 36 underperforming stores, with estimated net restructuring charges of $20–$27 million through fiscal 2027. Management reaffirmed fiscal 2026 guidance, including net sales of $4.60–$4.72 billion and adjusted EBITDA of $220–$235 million, so future filings will clarify whether margin recovery and comp stabilization offset the drag from closures and restructuring.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net sales: $1.17 billion
Comparable store sales: -1.0%
Gross margin: 29.6%
+5 more
8 metrics
Net sales
$1.17 billion
13 weeks ended April 4, 2026; up 3.6% year over year
Comparable store sales
-1.0%
First quarter fiscal 2026 vs first quarter fiscal 2025
Gross margin
29.6%
Down from 30.4% in first quarter fiscal 2025
Net loss
$180.3 million
First quarter fiscal 2026; $(1.83) per diluted share
Goodwill impairment
$158.0 million
Non-cash charge recorded in operating loss for Q1 2026
Adjusted EBITDA
$43.1 million
3.7% of net sales in first quarter fiscal 2026
Operating cash flow
$52.6 million
Net cash provided by operating activities in Q1 fiscal 2026
Estimated restructuring charges
$20–$27 million
Expected net total Optimization Plan charges in fiscal 2026–2027
Key Terms
Adjusted EBITDA, Optimization Plan, goodwill impairment, independent operators, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA(1) was $43.1 million, representing 3.7% of net sales."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Optimization Plan financial
"our Board of Directors adopted a business optimization plan (the "Optimization Plan") that provides for the closure of 36 financially underperforming stores"
A plan that outlines specific steps a company will take to improve performance, such as cutting costs, boosting revenue, streamlining operations, or reallocating resources; think of it as a roadmap or tune-up for the business to run more efficiently. Investors care because an effective optimization plan can raise profit margins, free up cash for dividends or investment, and change growth or risk prospects, which may affect a company’s valuation and stock price.
goodwill impairment financial
"Operating loss was $178.0 million, which included a $158.0 million non-cash goodwill impairment charge as a result of a decline in market capitalization"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
independent operators financial
"termination of operator agreements with independent operators ("IOs") for the Closure Stores as well as certain other store locations"
cash-on-cash returns financial
"Management defines cash-on-cash returns as Four Wall EBITDA divided by total net cash investment."
A cash-on-cash return measures the annual cash income an investor receives from an investment divided by the actual cash they put in. Think of it like the yearly interest you get on the money you laid down — for a rental, it’s the yearly rent you pocket compared with your initial down payment. Investors use it to compare how much immediate cash a deal generates, since it ignores later price changes, tax effects and non-cash accounting items.
net leverage financial
"Management uses net leverage to evaluate our overall liquidity and financial flexibility to pursue operational strategies"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
Earnings Snapshot
Net sales: $1.17 billion · Guidance included
First quarter fiscal 2026
Net sales
$1.17 billion
+3.6% vs Q1 fiscal 2025
Comparable store sales
-1.0%
decline vs Q1 fiscal 2025
Gross margin
29.6%
-0.8 percentage points vs 30.4% last year
Adjusted EBITDA
$43.1 million
down from $51.9 million in prior-year quarter
Net loss
$180.3 million
vs $23.3 million net loss in prior-year quarter
Guidance
For fiscal 2026, the company reaffirmed net sales of $4.60–$4.72 billion, comparable store sales between -2.0% and 0.0%, adjusted EBITDA of $220–$235 million, diluted adjusted EPS of $0.45–$0.55, and net capital expenditures of $170 million.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date earliest event reported):
(Exact name of registrant as specified in its charter)
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___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 13, 2026, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended April 4, 2026. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report.
The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press release, dated May 13, 2026, entitled "Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2026 Financial Results." | |||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Grocery Outlet Holding Corp. | |||||||||||||||||
| Date: | May 13, 2026 | By: | /s/ Christopher M. Miller | ||||||||||||||
| Name: | Christopher M. Miller | ||||||||||||||||
| Title: | Executive Vice President, Chief Financial Officer | ||||||||||||||||
Exhibit 99.1
Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2026 Financial Results
Emeryville, CA – May 13, 2026 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") today announced financial results for the first quarter of fiscal 2026 ended April 4, 2026.
Highlights for First Quarter Fiscal 2026 as compared to First Quarter Fiscal 2025:
•Net sales increased by 3.6% to $1.17 billion.
•Comparable store sales declined by 1.0%.
•Gross margin was 29.6% compared to 30.4% last year, a decline of 80 basis points, including a 50 basis point impact from inventory markdowns and write-offs associated with restructuring activities.
•Operating loss was $178.0 million, which included $158.0 million in non-cash goodwill impairment and $18.2 million in restructuring charges.
•Net loss was $180.3 million, or $(1.83) per diluted share, compared to net loss of $23.3 million, or $(0.24) per diluted share last year. Adjusted net income(1) was $4.6 million, or $0.05 diluted adjusted earnings per share(1), compared to $13.0 million, or $0.13 diluted adjusted earnings per share(1) last year.
•Adjusted EBITDA(1) was $43.1 million, representing 3.7% of net sales.
“We delivered first quarter results consistent with our guidance, as our work to strengthen the business drove sequential improvements in comp-store sales throughout the quarter,” said Jason Potter, President and CEO of Grocery Outlet. “We made meaningful progress in increasing our opportunistic mix to offer more of the extreme value products that resonate with our customers. At the same time, we continued to advance our key strategic priorities to position Grocery Outlet to generate sustainable, profitable growth.”
__________________________________
(1) Adjusted net income, diluted adjusted earnings per share, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures, which exclude the impact of certain special items. Please note that our 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 our non-GAAP financial measures below for additional information about these items.
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First Quarter Fiscal 2026 Financial Summary
Net sales increased 3.6% to $1.17 billion due to new store sales, partially offset by a 1.0% decrease in comparable store sales. The decrease in comparable store sales was driven by a 3.1% decrease in average transaction size, partially offset by a 2.1% increase in the number of transactions. We closed 28 stores, including 27 stores as a result of Optimization Plan as further discussed below, and opened 7 new stores, ending the quarter with 549 stores in 16 states.
Gross profit increased $2.8 million to $345.2 million. Gross margin was 29.6%, a decline of 80 basis points due primarily to a 50 basis point impact from inventory markdowns and write-offs associated with the store closures under the Optimization Plan, and the impact of product promotions to drive sales, partially offset by improvements in inventory management.
Selling, general and administrative expenses increased 4.8% to $347.0 million. As a percentage of net sales, SG&A expenses increased 40 basis points to 29.8%, driven primarily by higher professional fees, commissions and other costs to support our continued growth, partially offset by lower incentive compensation.
Operating loss was $178.0 million, which included a $158.0 million non-cash goodwill impairment charge as a result of a decline in market capitalization and $18.2 million in restructuring charges, which consisted of $2.7 million in cash charges and $15.5 million in non-cash charges related to the Optimization Plan. The non-cash goodwill impairment charge does not impact future operations.
Net loss was $180.3 million, or $(1.83) per diluted share compared to net loss of $23.3 million, or $(0.24) per diluted share last year. Adjusted net income(1) was $4.6 million, or $0.05 diluted adjusted earnings per share(1) compared to $13.0 million, or $0.13 diluted adjusted earnings per share(1). Adjusted EBITDA(1) was $43.1 million, or 3.7% of net sales, compared to $51.9 million, or 4.6% of net sales, in the prior year.
Cash Flow & Capital Spending:
•Net cash provided by operating activities during the first quarter of fiscal 2026 was $52.6 million compared with $58.9 million for the first quarter last year. The decrease in operating cash flow was driven primarily by changes in working capital including inventory and accrued liabilities, partially offset by a lower net loss in the current quarter, after adjusting for non-cash charges.
•Capital expenditures for the first quarter of fiscal 2026, before tenant improvement allowances, were $56.8 million, a decrease of $8.5 million over the first quarter of fiscal 2025 due to fewer new store openings. Capital expenditures, net of tenant improvement allowances, for the first quarter this year, were $53.9 million compared with $57.3 million for the same period last year, due to fewer new store openings partially offset by the timing of tenant improvement billings.
Optimization Plan:
To strengthen long-term profitability and cash flow generation, improve operational execution, optimize our existing store footprint and align with our disciplined new store growth strategy, in the first quarter of fiscal 2026 we conducted a strategic, financial and operational analysis of our store fleet. Following that review, during the quarter, our Board of Directors adopted a business optimization plan (the "Optimization Plan") that provides for the closure of 36 financially underperforming stores ("Closure Stores"), including the termination, sublease or assignment of the applicable store leases, the termination, sublease or assignment of a lease for a distribution center facility that we are no longer utilizing (together with the store leases, the "Lease Exits"), and the termination of operator agreements with independent operators ("IOs") for the Closure Stores as well as certain other store locations (the "Operator Agreement Terminations").
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Following the Board adoption of the Optimization Plan, during the first quarter of fiscal 2026, we closed 27 stores and initiated the closure process at the remaining 9 stores associated with the Lease Exits. In the second quarter of fiscal 2026, we completed the closure of the remaining 9 stores. During the first quarter of fiscal 2026, we also completed or initiated the Operator Agreement Terminations for the Closure Stores as well as certain other store locations. In addition, we increased the provision for IO notes and IO receivables reserves and wrote off uncollectible IO notes and IO receivables associated with these store locations.
In connection with the Optimization Plan, we estimate we will incur between $20 million and $27 million in net total restructuring charges in fiscal 2026 and fiscal 2027, and we expect these actions to be substantially completed by the first quarter of fiscal 2027.
Outlook:
The Company reaffirms the following key guidance figures for fiscal 2026:
| Current | |||||
New store openings, net(1) | 30-33 | ||||
| Net sales | $4.60 - $4.72 billion | ||||
Comparable store sales increase / decrease | "-2.0% to 0.0%" | ||||
| Gross margin | 29.7%-30.0% | ||||
Adjusted EBITDA | $220 million to $235 million | ||||
Diluted adjusted earnings per share | $0.45 to $0.55 | ||||
| Capital expenditures (net of tenant improvement allowances) | $170 million | ||||
__________________________________
(1) Excludes store closures related to the Optimization Plan.
Conference Call Information:
A conference call to discuss the first quarter fiscal 2026 financial results is scheduled for today, May 13, 2026 at 4:30 p.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial (877) 407-9208 approximately 15 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 three hours of the conclusion of the call and can be accessed both online and by dialing (844) 512-2921 and entering access code 13759283. The telephone dial-in replay will be available for approximately two weeks after the call. The webcast replay will be available for approximately one year after the call.
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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 EBITDA margin, adjusted net income, adjusted earnings per share, and cash-on-cash return as supplemental key metrics to assess our financial performance, and net leverage as a supplemental metric to assess our liquidity. These non-GAAP financial measures are also frequently used by analysts, investors and other interested parties to evaluate the Company and other companies in our industry. Management believes it is useful to investors and analysts to evaluate these non-GAAP financial measures on the same basis as management uses to evaluate our operating results and liquidity. Management uses these non-GAAP financial performance measures to supplement GAAP financial measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. In addition, we use adjusted EBITDA and adjusted earnings per share to supplement GAAP financial measures of performance to evaluate performance in connection with compensation decisions. Management believes that excluding items from operating income (loss), net income (loss) and earnings (net loss) per diluted share that may not be indicative of, or are unrelated to, our core operating results, and that may vary in frequency or magnitude, enhances the comparability of our results and provides additional information for analyzing trends in our business. Management uses net leverage to evaluate our overall liquidity and financial flexibility to pursue operational strategies and to evaluate our capital structure, and our ability to service our long-term debt obligations.
Management defines EBITDA as net income (loss) before net interest expense, income taxes and depreciation and amortization expenses. Adjusted EBITDA represents EBITDA adjusted to exclude share-based compensation expense, asset impairment and gain or loss on disposition, acquisition and integration costs, restructuring and related charges and certain other expenses that may not be indicative of, or are unrelated to, our core operating results, and that may vary in frequency or magnitude. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net sales, expressed as a percentage. Adjusted net income represents net income (loss) 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. Management defines cash-on-cash returns as Four Wall EBITDA divided by total net cash investment. Four Wall EBITDA includes store level costs such as product and distribution costs, commissions, occupancy, marketing and other related costs. A definition of net leverage and a related reconciliation to the most directly comparable GAAP financial measure can be found on the Investor Relations section of our website under "Financial Information—Quarterly Results."
These non-GAAP financial 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 our results as reported under GAAP. We address the limitations of the non-GAAP financial measures through the use of various GAAP measures. In the future we will incur expenses or charges such as those added back to calculate adjusted EBITDA or adjusted net income. The presentation of these non-GAAP financial measures should not be construed as an inference that future results will be unaffected by the adjustments used to derive such non-GAAP measures.
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We have not reconciled the non-GAAP adjusted EBITDA and diluted adjusted 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. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results. We have also not reconciled the cash-on-cash return forward-looking outlook because such metric includes store-level cash flows and initial capital investment at the individual store level, which are not captured or presented on a GAAP basis. Reconciling this metric to a GAAP measure would require unreasonable efforts and assumptions.
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 our future operating results and financial position, our business strategy and plans, the Optimization Plan and its associated activities, costs and benefits, the restructuring plan adopted in fiscal 2025 (the "Restructuring Plan") and its associated benefits, our ability to drive long-term value and business and market trends 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 or general inventory; failure to maintain or increase comparable store sales; delay or disruption in funding of benefits provided under government-funded assistance programs, such as the Supplemental Nutrition Assistance Program; any significant disruption to our distribution network, the operations, technology and capacity of our distribution centers and our timely receipt of inventory; risks associated with newly opened stores; risks associated with our growth strategy, including opening, relocating or remodeling stores on schedule and on budget, as well as the revised near-term new store growth strategy as reflected in the Restructuring Plan and Optimization Plan; risks associated with our store refresh initiatives, including that such efforts do not lead to improvements in operating results or are more costly to implement than we anticipate; financial and operating impacts associated with our Optimization Plan; risks related to our plan to operate certain newly opened stores as Company-operated stores; inflation, tariffs and other changes affecting the market prices of the products we sell; failure to maintain our reputation and the value of our brand, including protecting our intellectual property; inability to maintain sufficient levels of cash flow from our operations to fund our growth strategy; risks associated with leasing substantial amounts of space; inability to attract, train and retain highly qualified employees or the loss of executive officers or other key personnel; costs and successful implementation of marketing, advertising and promotions; 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 our business operations; unexpected costs and negative effects if we incur losses not covered by our insurance program; difficulties associated with labor relations and shortages; failure to participate effectively in the growing online retail marketplace; failure to properly integrate or achieve the expected benefits of any acquired businesses; risks associated with economic conditions; risks associated with uncertainty and changes in U.S. trade policies, including tariffs; competition in the retail food industry; movement of consumer trends toward private labels and away from name-brand products; risks associated with deploying our 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 our business; material disruption to information technology systems, including risks associated from our technology initiatives or third-party security breaches or other disruptions; failure to maintain the security of information we hold, including relating to personal information or payment
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card data; risks associated with products we and our IOs sell; risks associated with laws and regulations generally applicable to retailers; legal or regulatory proceedings; our substantial indebtedness could affect our ability to operate our business, react to changes in the economy or industry or pay debts and meet obligations; restrictive covenants in our debt agreements may restrict our ability to pursue our business strategies, and failure to comply with any of these restrictions could result in acceleration of our 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 our most recent annual report on Form 10-K and in other subsequent reports we file with the United States Securities and Exchange Commission (the "SEC"). Our periodic filings are accessible on the SEC's website at www.sec.gov.
Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. Although we believe that the expectations reflected in the forward-looking statements are reasonable, and our expectations based on third-party information and projections are from sources that management believes to be reputable, we 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 we have based these forward-looking statements on current expectations and projections about future events and trends. Except as required by law, we do 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 growth-oriented 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 540 stores in California, Washington, Oregon, Pennsylvania, Tennessee, Nevada, Idaho, North Carolina, Maryland, Ohio, Georgia, Virginia, New Jersey, Alabama, Delaware and Kentucky.
INVESTOR RELATIONS CONTACTS:
Ian Ferry
(510) 244-3703
iferry@cfgo.com
Ron Clark
(646) 776-0886
ron@ellipsista.com
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GROCERY OUTLET HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share data)
(unaudited)
| 13 Weeks Ended | |||||||||||
| April 4, 2026 | March 29, 2025 | ||||||||||
| Net sales | $ | 1,166,352 | $ | 1,125,567 | |||||||
| Cost of sales | 821,153 | 783,122 | |||||||||
| Gross profit | 345,199 | 342,445 | |||||||||
| Selling, general and administrative expenses | 347,022 | 331,078 | |||||||||
| Restructuring charges | 18,191 | 33,875 | |||||||||
| Goodwill impairment | 158,000 | — | |||||||||
| Operating loss | (178,014) | (22,508) | |||||||||
| Interest expense, net | 6,369 | 6,520 | |||||||||
| Loss before income taxes | (184,383) | (29,028) | |||||||||
| Income tax benefit | (4,061) | (5,711) | |||||||||
| Net loss and comprehensive loss | $ | (180,322) | $ | (23,317) | |||||||
| Basic net loss per share | $ | (1.83) | $ | (0.24) | |||||||
| Diluted net loss per share | $ | (1.83) | $ | (0.24) | |||||||
| Weighted-average shares outstanding: | |||||||||||
| Basic | 98,426 | 97,521 | |||||||||
| Diluted | 98,426 | 97,521 | |||||||||
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GROCERY OUTLET HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| April 4, 2026 | January 3, 2026 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 58,998 | $ | 69,602 | |||||||
| Independent operator receivables and current portion of independent operator notes, net of allowance | 14,081 | 16,983 | |||||||||
| Other accounts receivable, net of allowance | 3,452 | 3,685 | |||||||||
| Merchandise inventories | 387,109 | 381,961 | |||||||||
| Prepaid expenses and other current assets | 25,613 | 25,409 | |||||||||
| Total current assets | 489,253 | 497,640 | |||||||||
| Independent operator notes and receivables, net of allowance | 34,942 | 43,748 | |||||||||
| Property and equipment, net | 755,562 | 742,961 | |||||||||
| Operating lease right-of-use assets | 1,122,250 | 1,089,838 | |||||||||
| Intangible assets, net | 75,806 | 78,375 | |||||||||
Goodwill, net | 475,835 | 633,835 | |||||||||
| Other assets | 4,361 | 4,702 | |||||||||
| Total assets | $ | 2,958,009 | $ | 3,091,099 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Trade accounts payable | $ | 200,179 | $ | 177,457 | |||||||
| Accrued and other current liabilities | 44,824 | 54,277 | |||||||||
| Accrued compensation | 20,428 | 17,841 | |||||||||
| Current portion of long-term debt | 15,000 | 15,000 | |||||||||
| Current lease liabilities | 89,881 | 87,324 | |||||||||
| Income and other taxes payable | 11,545 | 12,097 | |||||||||
| Total current liabilities | 381,857 | 363,996 | |||||||||
| Long-term debt, net | 474,254 | 477,905 | |||||||||
| Deferred income tax liabilities, net | 29,012 | 33,183 | |||||||||
| Long-term lease liabilities | 1,262,635 | 1,229,473 | |||||||||
| Other long-term liabilities | 3,155 | 2,879 | |||||||||
| Total liabilities | 2,150,913 | 2,107,436 | |||||||||
| Stockholders' equity: | |||||||||||
| Common stock | 99 | 98 | |||||||||
| Series A preferred stock | — | — | |||||||||
| Additional paid-in capital | 830,802 | 827,048 | |||||||||
Retained earnings (deficit) | (23,805) | 156,517 | |||||||||
| Total stockholders' equity | 807,096 | 983,663 | |||||||||
| Total liabilities and stockholders' equity | $ | 2,958,009 | $ | 3,091,099 | |||||||
8
GROCERY OUTLET HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| 13 Weeks Ended | |||||||||||
| April 4, 2026 | March 29, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (180,322) | $ | (23,317) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation of property and equipment | 24,920 | 24,977 | |||||||||
| Amortization of intangible and other assets | 6,236 | 4,920 | |||||||||
| Amortization of debt issuance costs and debt discounts | 228 | 228 | |||||||||
| Non-cash rent | 463 | 2,163 | |||||||||
| Impairment of long-lived assets | 645 | 1,728 | |||||||||
| Goodwill impairment | 158,000 | — | |||||||||
| Share-based compensation | 3,755 | 5,458 | |||||||||
| Provision for independent operator and other accounts receivable reserves | 17,961 | 3,283 | |||||||||
| Deferred income taxes | (4,171) | (5,828) | |||||||||
| Other | 644 | 143 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Independent operator and other accounts receivable | (3,751) | (2,627) | |||||||||
| Merchandise inventories | (5,148) | 7,982 | |||||||||
| Prepaid expenses and other assets | (160) | 448 | |||||||||
| Income and other taxes payable | (552) | (12) | |||||||||
| Trade accounts payable | 22,475 | 16,916 | |||||||||
| Accrued and other liabilities | 5,868 | 14,748 | |||||||||
| Accrued compensation | 2,587 | 2,620 | |||||||||
| Operating lease liabilities | 2,880 | 5,108 | |||||||||
| Net cash provided by operating activities | 52,558 | 58,938 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Advances to independent operators | (3,046) | (4,329) | |||||||||
| Repayments of advances from independent operators | 778 | 931 | |||||||||
| Purchases of property and equipment | (52,751) | (60,452) | |||||||||
| Investments in intangible assets and licenses | (4,049) | (4,834) | |||||||||
| Net cash used in investing activities | (59,068) | (68,684) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from exercise of stock options | — | 53 | |||||||||
| Proceeds from revolving credit facility | — | 20,000 | |||||||||
| Principal payments on revolving credit facility | — | (20,000) | |||||||||
| Principal payments on senior term loan due 2028 | (3,750) | (1,875) | |||||||||
| Principal payments on finance leases | (344) | (350) | |||||||||
| Net cash used in financing activities | (4,094) | (2,172) | |||||||||
| Net decrease in cash and cash equivalents | (10,604) | (11,918) | |||||||||
| Cash and cash equivalents at beginning of period | 69,602 | 62,828 | |||||||||
| Cash and cash equivalents at end of period | $ | 58,998 | $ | 50,910 | |||||||
9
GROCERY OUTLET HOLDING CORP.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
(in thousands)
(unaudited)
| 13 Weeks Ended | |||||||||||
| April 4, 2026 | March 29, 2025 | ||||||||||
Net loss | $ | (180,322) | $ | (23,317) | |||||||
| Interest expense, net | 6,369 | 6,520 | |||||||||
Income tax benefit | (4,061) | (5,711) | |||||||||
| Depreciation and amortization expenses | 31,156 | 29,897 | |||||||||
| EBITDA | (146,858) | 7,389 | |||||||||
Share-based compensation expense | 3,755 | 5,458 | |||||||||
Asset impairment and gain or loss on disposition (1) | 1,303 | 135 | |||||||||
Acquisition and integration costs (2) | — | 339 | |||||||||
Restructuring and related charges (4) | 19,914 | 33,875 | |||||||||
Goodwill impairment | 158,000 | — | |||||||||
Other (5) | 7,002 | 4,689 | |||||||||
| Adjusted EBITDA | $ | 43,116 | $ | 51,885 | |||||||
10
GROCERY OUTLET HOLDING CORP.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)
| 13 Weeks Ended | |||||||||||
| April 4, 2026 | March 29, 2025 | ||||||||||
Net loss | $ | (180,322) | $ | (23,317) | |||||||
Share-based compensation expense | 3,755 | 5,458 | |||||||||
Asset impairment and gain or loss on disposition (1) | 1,303 | 135 | |||||||||
Acquisition and integration costs (2) | — | 339 | |||||||||
Amortization of purchase accounting assets and deferred financing costs (3) | 1,268 | 1,268 | |||||||||
Restructuring and related charges (4) | 19,914 | 33,875 | |||||||||
Goodwill impairment | 158,000 | — | |||||||||
Other (5) | 7,002 | 4,689 | |||||||||
Tax adjustment to normalize effective tax rate (6) | 2,519 | 3,163 | |||||||||
Tax effect of total adjustments (7) | (8,830) | (12,603) | |||||||||
| Adjusted net income | $ | 4,609 | $ | 13,007 | |||||||
GAAP net loss per share: | |||||||||||
| Basic | $ | (1.83) | $ | (0.24) | |||||||
| Diluted | $ | (1.83) | $ | (0.24) | |||||||
| Adjusted earnings per share: | |||||||||||
| Basic | $ | 0.05 | $ | 0.13 | |||||||
| Diluted | $ | 0.05 | $ | 0.13 | |||||||
Weighted-average shares outstanding: | |||||||||||
| Basic | 98,426 | 97,521 | |||||||||
Diluted (8) | 98,426 | 97,521 | |||||||||
Non-GAAP weighted-average shares outstanding: | |||||||||||
| Basic | 98,426 | 97,521 | |||||||||
Diluted (9) | 99,144 | 98,227 | |||||||||
11
__________________________
(1)Represents non-restructuring asset impairment charges and gains or losses on dispositions of assets.
(2)Represents costs related to the acquisition and integration of United Grocery Outlet, including due diligence, legal, consulting and retention bonus expenses.
(3)Represents the incremental amortization of an asset step-up resulting from purchase price accounting related to our acquisition in 2014 by an investment fund affiliated with Hellman & Friedman LLC, as well as the amortization of debt issuance costs.
(4)In the first quarter of fiscal 2026, represents charges associated with the Optimization Plan, including bad debt expense, write-offs of merchandise inventory, costs related to Operator Agreement Terminations, costs associated with lease exits, and legal, professional, and other related expenses. In the first quarter of fiscal 2025, represents charges associated with the Restructuring Plan, including lease termination costs, non-cash impairment and disposal of long-lived assets, employee severance and benefit costs, and legal, professional and other related expenses. All such costs are reflected in Restructuring charges on the condensed consolidated statements of operations and comprehensive loss, except for write-offs of merchandise inventory, which are included in Cost of sales.
(5)Represents other non-recurring, non-cash or non-operational items, including strategic project costs, certain personnel-related hiring and termination costs, system implementation costs, legal settlements and other legal expenses, costs related to employer payroll taxes associated with equity awards and miscellaneous costs.
(6)Represents adjustments to normalize the effective tax rate for the impact of unusual or infrequent tax items that we do not consider in our evaluation of ongoing performance, including excess tax benefits or shortfalls related to exercise and/or vesting of share-based awards that are recorded in earnings as discrete items in the reporting period in which they occur.
(7)Represents the tax effect of the total adjustments. We calculate the tax effect of the total adjustments on a discrete basis excluding any non-recurring and unusual tax items.
(8)There is no difference in the weighted-average shares outstanding used to calculate the basic and diluted GAAP net loss per share due to the Company's net loss.
(9)To calculate diluted adjusted earnings per share, we adjusted the weighted-average shares outstanding for the dilutive effect of all potential shares of common stock.
12
FAQ
How did Grocery Outlet (GO) perform financially in Q1 fiscal 2026?
Grocery Outlet reported Q1 fiscal 2026 net sales of $1.17 billion, up 3.6% year over year. However, it posted a net loss of $180.3 million, or $(1.83) per diluted share, largely due to goodwill impairment and restructuring-related charges.
What happened to Grocery Outlet (GO) comparable store sales and margins in Q1 2026?
Comparable store sales declined 1.0% in Q1 fiscal 2026 as average transaction size fell 3.1%, partly offset by a 2.1% increase in transactions. Gross margin decreased to 29.6% from 30.4%, reflecting markdowns, write-offs related to store closures, and higher promotional activity.
Why did Grocery Outlet (GO) record a large net loss in Q1 fiscal 2026?
The Q1 fiscal 2026 net loss of $180.3 million primarily reflects a non-cash $158.0 million goodwill impairment linked to a decline in market capitalization, plus $18.2 million in restructuring charges associated with the Optimization Plan, including store closures and related costs.
What is Grocery Outlet’s Optimization Plan and how many stores are affected?
The Optimization Plan targets long-term profitability by closing 36 financially underperforming stores, exiting related leases, and terminating certain independent operator agreements. During Q1 fiscal 2026, the company closed 27 of these stores and began closing the remaining nine, which were completed in Q2.
What 2026 guidance did Grocery Outlet (GO) reaffirm in this update?
For fiscal 2026, Grocery Outlet reaffirmed guidance for net sales of $4.60–$4.72 billion, comparable store sales between a 2.0% decline and flat, adjusted EBITDA of $220–$235 million, diluted adjusted EPS of $0.45–$0.55, and net capital expenditures of about $170 million.
How did Grocery Outlet’s adjusted earnings and EBITDA trend in Q1 fiscal 2026?
Adjusted net income was $4.6 million, with diluted adjusted earnings per share of $0.05, compared to $13.0 million and $0.13 a year earlier. Adjusted EBITDA declined to $43.1 million, or 3.7% of net sales, from $51.9 million, or 4.6% of net sales.