Highlights for Third Quarter Fiscal 2026 as compared to the Prior Year Period:
- Net sales increased by 0.9% to
$1.18 billion . - Comparable store sales increased by 0.5%.
- Gross margin was 30.0% compared to 30.4% last year.
- Operating income was
$24.0 million , which included$3.6 million in net restructuring credits. - Net income was
$13.3 million , or$0.13 per diluted share, compared to$11.6 million , or$0.12 per diluted share last year. Adjusted net income(1) was$15.6 million , or$0.16 diluted adjusted earnings per share(1), compared to$20.7 million , or$0.21 diluted adjusted earnings per share(1) last year. - Adjusted EBITDA(1) was
$59.4 million , representing 5.0% of net sales.
Highlights for the 39 Weeks Ended
- Net sales increased by 1.8% to
$3.54 billion . - Comparable store sales declined by 0.2%.
- Gross margin was 29.9% compared to 30.5% last year.
- Operating loss was
$138.2 million , which included$158.0 million in non-cash goodwill impairment and$20.1 million in net restructuring charges. - Net loss was
$161.4 million , or$(1.63) per diluted share, compared to net loss of$6.8 million , or$(0.07) per diluted share last year. Adjusted net income(1) was$40.5 million , or$0.41 diluted adjusted earnings per share(1), compared to$56.5 million , or$0.57 diluted adjusted earnings per share(1) last year. - Adjusted EBITDA(1) was
$168.2 million , representing 4.8% of net sales.
“In the third quarter we returned to positive comparable store sales, driven by continued improvements to the execution of our opportunistic product offering,” said
__________________________________
(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.
Third Quarter Fiscal 2026 Financial Summary
Net sales increased 0.9% to
Gross profit decreased slightly to
Selling, general and administrative expenses increased slightly to
Operating income was
39 Weeks Ended
Net sales increased 1.8% to
Gross profit was relatively unchanged at
Selling, general and administrative expenses increased by 2.0% versus last year to
Operating loss was
Cash Flow & Capital Spending:
- Net cash provided by operating activities during the third quarter of fiscal 2026 was
$18.2 million compared with$17.3 million for the third quarter last year. The increase in operating cash flow was driven primarily by higher accrued and other liabilities due primarily to timing, partially offset by lower operating lease liabilities as a result of the Optimization Plan. - Capital expenditures for the third quarter of fiscal 2026, before tenant improvement allowances, were
$28.1 million , a decrease of$16.3 million from the third quarter of fiscal 2025 due to lower spending on current and future new store openings and prior year investments in new warehouses. Capital expenditures, net of tenant improvement allowances, for the third quarter this year, were$25.7 million compared with$39.4 million for the same period last year.
Optimization Plan:
As previously reported, we initiated a business optimization plan during the first quarter of fiscal 2026, intended 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 (the "Optimization Plan"). Under the Optimization Plan, we closed 36 financially underperforming stores ("Closure Stores") in March and April of 2026. We have negotiated, or intend to negotiate, the termination, sublease or assignment of the store leases for the Closure Stores. In addition, we have substantially completed the termination of operator agreements with independent operators for the Closure Stores and certain other store locations (the "Operator Agreement Terminations").
We estimate that we will incur total net restructuring charges under the Optimization Plan of between
Outlook:
The Company has revised key guidance figures for fiscal 2026 as shown in the current guidance as follows:
| Previous | Current | |
| New store openings, net(1) | 30 to 33 | 30 to 31 |
| Net sales | ||
| Comparable store sales increase / decrease | -0.5% to 0.0% | 0.2% to 0.4% |
| Gross margin | 29.8% to 30.0% | 29.8% to 30.0% |
| Adjusted EBITDA | ||
| Diluted adjusted earnings per share | ||
| Capital expenditures (net of tenant improvement allowances) |
__________________________________
(1) Excludes store closures related to the Optimization Plan.
Conference Call Information:
A conference call to discuss the third quarter fiscal 2026 financial results is scheduled for today,
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 13762409. 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.
Non-GAAP Financial Information:
In addition to reporting financial results in accordance with accounting principles generally accepted in
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 (benefit), asset impairment and gain or loss on disposition, acquisition and integration costs, restructuring and related charges, goodwill impairment 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.
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. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of our control or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future 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; 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 related to our plan to operate certain newly opened stores as Company-operated stores; 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; inflation, tariffs, fuel price increases and other changes affecting the market prices of the products we sell as well as the costs we incur in operating our business; 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; the uncertain outcome, timing and expenses of our ongoing strategic review of recently acquired assets; risks associated with economic conditions; risks associated with uncertainty and changes in
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 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
Based in
INVESTOR RELATIONS CONTACT:
(510) 250-4629
ncottarelli@cfgo.com
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (unaudited) | ||||||||||||||
| 13 Weeks Ended | 39 Weeks Ended | |||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||
| Net sales | $ | 1,178,288 | $ | 1,168,153 | $ | 3,537,404 | $ | 3,473,492 | ||||||
| Cost of sales | 825,285 | 813,017 | 2,478,484 | 2,415,218 | ||||||||||
| Gross profit | 353,003 | 355,136 | 1,058,920 | 1,058,274 | ||||||||||
| Selling, general and administrative expenses | 332,524 | 331,016 | 1,019,070 | 998,858 | ||||||||||
| Restructuring charges (credits), net | (3,562 | ) | 1,296 | 20,057 | 46,328 | |||||||||
| — | — | 158,000 | — | |||||||||||
| Operating income (loss) | 24,041 | 22,824 | (138,207 | ) | 13,088 | |||||||||
| Interest expense, net | 7,045 | 6,705 | 19,986 | 19,769 | ||||||||||
| Income (loss) before income taxes | 16,996 | 16,119 | (158,193 | ) | (6,681 | ) | ||||||||
| Income tax expense | 3,707 | 4,514 | 3,214 | 70 | ||||||||||
| Net income (loss) and comprehensive income (loss) | $ | 13,289 | $ | 11,605 | $ | (161,407 | ) | $ | (6,751 | ) | ||||
| Basic earnings (net loss) per share | $ | 0.13 | $ | 0.12 | $ | (1.63 | ) | $ | (0.07 | ) | ||||
| Diluted earnings (net loss) per share | $ | 0.13 | $ | 0.12 | $ | (1.63 | ) | $ | (0.07 | ) | ||||
| Weighted-average shares outstanding: | ||||||||||||||
| Basic | 99,145 | 98,160 | 98,862 | 97,921 | ||||||||||
| Diluted | 100,288 | 98,705 | 98,862 | 97,921 | ||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) | ||||||
2026 | 2026 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 59,832 | $ | 69,602 | ||
| Independent operator receivables and current portion of independent operator notes, net of allowance | 16,428 | 16,983 | ||||
| Other accounts receivable, net of allowance | 4,649 | 3,685 | ||||
| Merchandise inventories | 408,133 | 381,961 | ||||
| Prepaid expenses and other current assets | 27,165 | 25,409 | ||||
| Total current assets | 516,207 | 497,640 | ||||
| Independent operator notes and receivables, net of allowance | 36,541 | 43,748 | ||||
| Property and equipment, net | 777,648 | 742,961 | ||||
| Operating lease right-of-use assets | 1,104,032 | 1,089,838 | ||||
| Intangible assets, net | 68,844 | 78,375 | ||||
| 475,835 | 633,835 | |||||
| Other assets | 4,105 | 4,702 | ||||
| Total assets | $ | 2,983,212 | $ | 3,091,099 | ||
| Liabilities and Stockholders' Equity | ||||||
| Current liabilities: | ||||||
| Trade accounts payable | $ | 200,843 | $ | 177,457 | ||
| Accrued and other current liabilities | 50,192 | 54,277 | ||||
| Accrued compensation | 22,786 | 17,841 | ||||
| Current portion of long-term debt | 15,000 | 15,000 | ||||
| Current lease liabilities | 94,840 | 87,324 | ||||
| Income and other taxes payable | 13,681 | 12,097 | ||||
| Total current liabilities | 397,342 | 363,996 | ||||
| Long-term debt, net | 486,951 | 477,905 | ||||
| Deferred income tax liabilities, net | 36,051 | 33,183 | ||||
| Long-term lease liabilities | 1,225,256 | 1,229,473 | ||||
| Other long-term liabilities | 3,561 | 2,879 | ||||
| Total liabilities | 2,149,161 | 2,107,436 | ||||
| Stockholders' equity: | ||||||
| Common stock | 99 | 98 | ||||
| Series A preferred stock | — | — | ||||
| Additional paid-in capital | 838,842 | 827,048 | ||||
| Retained earnings (deficit) | (4,890 | ) | 156,517 | |||
| Total stockholders' equity | 834,051 | 983,663 | ||||
| Total liabilities and stockholders' equity | $ | 2,983,212 | $ | 3,091,099 | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) | |||||||
| 39 Weeks Ended | |||||||
2026 | 2025 | ||||||
| Cash flows from operating activities: | |||||||
| Net loss | $ | (161,407 | ) | $ | (6,751 | ) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
| Depreciation of property and equipment | 76,997 | 78,089 | |||||
| Amortization of intangible and other assets | 18,146 | 16,532 | |||||
| Amortization of debt issuance costs and debt discounts | 683 | 683 | |||||
| Non-cash rent | (838 | ) | 6,146 | ||||
| Impairment of long-lived assets | 1,413 | 11,511 | |||||
| 158,000 | — | ||||||
| Share-based compensation | 11,160 | 7,408 | |||||
| Provision for independent operator notes and receivables and other accounts receivable reserves | 23,608 | 9,278 | |||||
| Deferred income taxes | 2,868 | 417 | |||||
| Other | (299 | ) | 1,377 | ||||
| Changes in operating assets and liabilities: | |||||||
| Independent operator and other accounts receivable | (10,803 | ) | (5,288 | ) | |||
| Merchandise inventories | (26,172 | ) | (23,694 | ) | |||
| Prepaid expenses and other assets | (1,914 | ) | (1,157 | ) | |||
| Income and other taxes payable | 1,584 | 1,927 | |||||
| Trade accounts payable | 23,579 | 21,566 | |||||
| Accrued and other liabilities | 2,220 | 9,679 | |||||
| Accrued compensation | 4,945 | 7,665 | |||||
| Operating lease liabilities | (9,886 | ) | 14,451 | ||||
| Net cash provided by operating activities | 113,884 | 149,839 | |||||
| Cash flows from investing activities: | |||||||
| Advances to independent operators | (8,699 | ) | (10,855 | ) | |||
| Repayments of advances from independent operators | 2,692 | 3,165 | |||||
| Purchases of property and equipment | (119,774 | ) | (158,513 | ) | |||
| Proceeds from sales of assets | 2,445 | — | |||||
| Investments in intangible assets and licenses | (8,790 | ) | (16,368 | ) | |||
| Net cash used in investing activities | (132,126 | ) | (182,571 | ) | |||
| Cash flows from financing activities: | |||||||
| Proceeds from exercise of stock options | 635 | 565 | |||||
| Proceeds from revolving credit facility | 35,000 | 50,000 | |||||
| Principal payments on revolving credit facility | (15,000 | ) | (20,000 | ) | |||
| Principal payments on senior term loan due 2028 | (11,250 | ) | (7,500 | ) | |||
| Principal payments on finance leases | (913 | ) | (1,036 | ) | |||
| Net cash provided by financing activities | 8,472 | 22,029 | |||||
| Net decrease in cash and cash equivalents | (9,770 | ) | (10,703 | ) | |||
| Cash and cash equivalents at beginning of period | 69,602 | 62,828 | |||||
| Cash and cash equivalents at end of period | $ | 59,832 | $ | 52,125 | |||
| GROCERY OUTLET HOLDING CORP. RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA (in thousands) (unaudited) | |||||||||||||||
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) | $ | 13,289 | $ | 11,605 | $ | (161,407 | ) | $ | (6,751 | ) | |||||
| Interest expense, net | 7,045 | 6,705 | 19,986 | 19,769 | |||||||||||
| Income tax expense | 3,707 | 4,514 | 3,214 | 70 | |||||||||||
| Depreciation and amortization expenses | 31,872 | 33,390 | 95,143 | 94,621 | |||||||||||
| EBITDA | 55,913 | 56,214 | (43,064 | ) | 107,709 | ||||||||||
| Share-based compensation expense (benefit) | 3,637 | (10 | ) | 11,160 | 7,408 | ||||||||||
| Asset impairment and gain or loss on disposition(1) | — | 1,046 | 1,904 | 5,015 | |||||||||||
| Acquisition and integration costs(2) | — | 551 | — | 1,038 | |||||||||||
| Restructuring and related charges (credits), net(4) | (3,562 | ) | 1,296 | 22,264 | 46,328 | ||||||||||
| — | — | 158,000 | — | ||||||||||||
| Other(5) | 3,438 | 7,571 | 17,934 | 18,802 | |||||||||||
| Adjusted EBITDA | $ | 59,426 | $ | 66,668 | $ | 168,198 | $ | 186,300 | |||||||
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED NET INCOME (in thousands, except per share data) (unaudited) | |||||||||||||||
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) | $ | 13,289 | $ | 11,605 | $ | (161,407 | ) | $ | (6,751 | ) | |||||
| Share-based compensation expense (benefit) | 3,637 | (10 | ) | 11,160 | 7,408 | ||||||||||
| Asset impairment and gain or loss on disposition(1) | — | 1,046 | 1,904 | 5,015 | |||||||||||
| Acquisition and integration costs(2) | — | 551 | — | 1,038 | |||||||||||
| Amortization of purchase accounting assets and deferred financing costs(3) | 1,268 | 1,268 | 3,805 | 3,805 | |||||||||||
| Restructuring and related charges (credits), net(4) | (3,562 | ) | 1,296 | 22,264 | 46,328 | ||||||||||
| — | — | 158,000 | — | ||||||||||||
| Other(5) | 3,438 | 7,571 | 17,934 | 18,802 | |||||||||||
| Tax adjustment to normalize effective tax rate(6) | (1,249 | ) | (649 | ) | 1,957 | 2,736 | |||||||||
| Tax effect of total adjustments(7) | (1,254 | ) | (1,991 | ) | (15,146 | ) | (21,921 | ) | |||||||
| Adjusted net income | $ | 15,567 | $ | 20,687 | $ | 40,471 | $ | 56,460 | |||||||
| GAAP earnings (net loss) per share: | |||||||||||||||
| Basic | $ | 0.13 | $ | 0.12 | $ | (1.63 | ) | $ | (0.07 | ) | |||||
| Diluted | $ | 0.13 | $ | 0.12 | $ | (1.63 | ) | $ | (0.07 | ) | |||||
| Adjusted earnings per share: | |||||||||||||||
| Basic | $ | 0.16 | $ | 0.21 | $ | 0.41 | $ | 0.58 | |||||||
| Diluted | $ | 0.16 | $ | 0.21 | $ | 0.41 | $ | 0.57 | |||||||
| Weighted-average shares outstanding: | |||||||||||||||
| Basic | 99,145 | 98,160 | 98,862 | 97,921 | |||||||||||
| Diluted(8) | 100,288 | 98,705 | 98,862 | 97,921 | |||||||||||
| Non-GAAP weighted-average shares outstanding: | |||||||||||||||
| Basic | 99,145 | 98,160 | 98,862 | 97,921 | |||||||||||
| Diluted(9) | 100,288 | 98,705 | 99,735 | 98,464 | |||||||||||
__________________________
| (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 |
| (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 |
| (4 | ) | In the third quarter and first three quarters of fiscal 2026, represents net charges (credits) associated with the Optimization Plan, including costs associated with the termination, sublease or assignment of the store leases for the Closure Stores, bad debt expense, costs related to Operator Agreement Terminations, write-offs of merchandise inventory, and other restructuring charges, partially offset by the net write-off of right-of-use assets and lease liabilities and other non-cash restructuring credits. In the third quarter and first three quarters 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 (credits), net on the condensed consolidated statements of operations and comprehensive income (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, legal settlements and other legal expenses, system implementation costs, store closing costs, 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 | ) | For the first three quarters of fiscal 2026 and the first three quarters of fiscal 2025, 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. |
Source: 