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Item 5. Market for Registrant’s Common Equity

2022-03-02 compared with 2021-03-02 · 15 added, 62 removed, 23 unchanged (77% of the section changed)

1 unchanged sentence

Market Information for Common Stock

Our common stock has traded on the Nasdaq Global Select Market under the symbol “GO” since our IPO on June 20, 2019.

Prior to that date, there was no public market for our common stock.

The principal market on which our common stock is traded is the Nasdaq Global Select Market under the symbol "GO."

American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our common stock.

9 unchanged sentences

The following graph shows a comparison of cumulative total return (equal to stock appreciation plus dividends) during each quarterly accounting period from June 20, 2019 (the date our common stock began trading on the NASDAQ Global Select Market) through January 1, 2022 for:

• Grocery Outlet Holdings, Inc.

• Grocery Outlet Holding Corp.

• Nasdaq Global Market Composite Index

• Nasdaq US Benchmark General Retailers Index

6/20/2019 12/28/2019 6/27/2020 1/2/2021 7/3/2021 1/1/2022

Grocery Outlet Holding Corp.

$ 100.00 $ 117.40 $ 138.20 $ 137.67 $ 121.64 $ 99.19

Nasdaq Global Market Composite Index

$ 100.00 $ 107.91 $ 118.09 $ 170.37 $ 179.77 $ 142.69

Nasdaq US Benchmark General Retailers Index $ 100.00 $ 112.61 $ 137.13 $ 167.61 $ 185.68 $ 194.45

We are required to provide a line-graph presentation comparing cumulative stockholder returns on an indexed basis with a broad equity market index and either a published industry index or an index of peer companies selected by us.

6 unchanged sentences

Unregistered Sales of Equity Securities

Issuer Purchase of Equity Securities

During the quarter ended January 2, 2021, we did not purchase any of our equity securities that are registered under section 12(b) of the Securities Exchange Act.

SELECTED FINANCIAL DATA

The following selected consolidated statements of operations data and consolidated balance sheets data are derived from our audited consolidated financial statements and should be read in conjunction with the consolidated financial statements, related notes thereto, and other financial information included herein.

Our historical results are not necessarily indicative of the results to be expected in any future period.

Fiscal Year Ended

2021 December 28,

2019 December 29,

2018 December 30,

2017 December 31,

(in thousands, except per share data)

Consolidated Statements of Operations Data:

Net sales $ 3,134,640 $ 2,559,617 $ 2,287,660 $ 2,075,465 $ 1,831,531

Cost of sales 2,161,293 1,772,515 1,592,263 1,443,582 1,270,354

Gross profit 973,347 787,102 695,397 631,883 561,177

Operating expenses:

Selling, general and administrative 772,409 639,437 557,100 510,136 457,051

Depreciation and amortization 55,479 47,883 45,421 43,152 37,152

Share-based compensation 38,084 31,439 10,409 1,659 2,905

Total operating expenses 865,972 718,759 612,930 554,947 497,108

Income from operations 107,375 68,343 82,467 76,936 64,069

Other expense:

Interest expense, net 20,043 45,927 55,362 49,698 47,147

Debt extinguishment and modification 198 5,634 5,253 1,466 —

Total other expense 20,241 51,561 60,615 51,164 47,147

Income before income taxes 87,134 16,782 21,852 25,772 16,922

Income tax expense (benefit) (19,579) 1,363 5,984 5,171 6,724

Net income $ 106,713 $ 15,419 $ 15,868 $ 20,601 $ 10,198

Per Share Data:

Net income per share (basic and diluted):

Basic $ 1.16 $ 0.20 $ 0.24 $ 0.30 $ 0.15

Diluted $ 1.08 $ 0.19 $ 0.23 $ 0.30 $ 0.15

Weighted average shares outstanding (basic and diluted):

Basic 91,818 79,044 68,473 68,232 68,260

Diluted 98,452 81,863 68,546 68,332 68,323

_______________________

(1) Our fiscal year ended January 2, 2021 consisted of 53 weeks, while all other fiscal years presented were 52-week years.

Fiscal Year Ended

2021 December 28,

2019 December 29,

2018 December 30,

2017 January 2,

(in thousands)

Consolidated Balance Sheet Data:

Cash and cash equivalents $ 105,326 $ 28,101 $ 21,063 $ 5,801 $ 6,853

Working capital 149,311 62,199 89,448 76,244 68,186

Total assets (1)

2,485,624 2,185,529 1,376,862 1,317,871 1,268,470

Total debt (2)

449,233 447,989 857,368 710,886 711,866

Total liabilities (1)

1,563,317 1,440,145 1,076,911 890,738 862,118

Total stockholders’ equity 922,307 745,384 299,951 427,133 406,352

Total liabilities and stockholders’ equity 2,485,624 2,185,529 1,376,862 1,317,871 1,268,470

_______________________

(1) Total assets and total debt for fiscal years 2020 and 2019 reflect the adoption of Accounting Standards Codification Topic 842, Leases on a modified retrospective basis.

All other fiscal years presented were not restated.

(2) Total debt consists of the current and long-term portions of our total debt outstanding, net of debt discount and debt issuance costs.

See NOTE 6—Long-term Debt to our Consolidated Financial Statements for additional information.

Issuer Purchases of Equity Securities

In November 2021, our Board of Directors approved a share repurchase program.

This program, effective November 5, 2021 and without an expiration date, authorized us to repurchase up to $100.0 million of our outstanding common stock utilizing a variety of methods including open market purchases, accelerated share repurchase programs, privately negotiated transactions, structured repurchase transactions and under a Rule 10b5-1 plan (which would permit shares to be

repurchased when the Company might otherwise be precluded from doing so under securities laws).

During the quarter ended January 1, 2022, we did not repurchase any of our equity securities.

As of January 1, 2022, we had $100.0 million of repurchase authority remaining under the share repurchase program.

Subsequent to year end through February 24, 2022, we repurchased 139,718 shares of common stock totaling $3.5 million, including commissions, at an average price of $24.70 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity