National Vision Holdings, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk We have market risk exposure from changes in interest rates. When appropriate, we use derivative financial instruments to mitigate the risk from such exposure. A discussion of our accounting policies for derivative financial instruments is included in Note 9. “Fair Value Measurement” and Note 12. “Interest Rate Derivatives” to our consolidated financial statements included in Part II. Item 8 of this Form 10-K. 69 Table of contents A portion of our debt bears interest at variable rates. If market interest rates increase, the interest rate on our variable rate debt will increase and will create higher debt service requirements, which would adversely affect our cash flow and could adversely impact our results of operations. Our interest rate collar is intended to mitigate some of the effects of increases in interest rates. As of fiscal year 2021, $150.0 million of term loan borrowings were subject to variable interest rates, with a weighted average borrowing rate of 2.5%. An increase to market rates of 1.0% as of January 1, 2022 would not result in a material increase to interest expense. Assuming a decrease to market rates of 1.0%, the resulting impact to interest expense related to the interest rate derivative would be approximately $8 million. 70 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 72 Consolidated Balance Sheets as of January 1 , 202 2 and January 2, 2021 74 Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended January 1, 2022 , January 2, 2021 and December 28, 2019 75 Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended January 1, 2022 , January 2, 2021 and December 28, 2019 76 Consolidated Statements of Cash Flows for the Fiscal Years Ended January 1, 2022 , January 2, 2021 and December 28, 2019 77 Notes to Consolidated Financial Statements 78 Schedule I – Condensed Financial Information of Registrant 110 71 Table of contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of National Vision Holdings, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of National Vision Holdings, Inc. and subsidiaries (the “Company”) as of January 1, 2022 and January 2, 2021, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended January 1, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 1, 2022 and January 2, 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 1, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting. Change in Accounting Principle As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for debt with conversion options for the year ended January 1, 2022 due to the adoption of Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill — Legacy Segment Reporting Unit — Refer to Notes 1 and 3 to the financial statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company used the income approach, which is based on a discounted cash flow analysis and calculated the fair value of reporting units by estimating after-tax cash flows discounted using a weighted average cost of capital discount rate. The determination of fair value using the discounted cash flow method requires management to make significant estimates and assumptions related to the discount rate. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both. The goodwill balance was $777.6 million as of January 1, 2022, of which $60.1 million was allocated to the Legacy Segment Reporting Unit. The fair value of the Legacy Segment Reporting Unit exceeded its 72 Table of contents carrying value as of the measurement date and, therefore, no impairment was recognized. The Legacy Segment Reporting Unit’s operations are sensitive to customer concentration. We identified goodwill for the Legacy Segment Reporting Unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit and the difference between its fair value and carrying value. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to selection of the discount rate, specifically due to the customer concentration within the reporting unit. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the discount rate used by management to estimate the fair value of the Legacy Segment Reporting Unit included the following, among others: • We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value and related to management’s selection of the discount rate. • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) the selected discount rate by: – Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation. – Developing a range of independent estimates and comparing those to the discount rate selected by management. /s/ Deloitte & Touche LLP Atlanta, Georgia February 27, 2022 We have served as the Company’s auditor since 2002. 73 Table of Contents National Vision Holdings, Inc. and Subsidiaries Consolidated Balance Sheets As of January 1, 2022 and January 2, 2021 In Thousands, Except Par Value ASSETS As of January 1, 2022 As of January 2, 2021 Current assets: Cash and cash equivalents $ 305,800 $ 373,903 Accounts receivable, net 55,697 57,989 Inventories 123,669 111,274 Prepaid expenses and other current assets 29,410 23,484 Total current assets 514,576 566,650 Property and equipment, net 346,436 341,293 Other assets: Goodwill 777,613 777,613 Trademarks and trade names 240,547 240,547 Other intangible assets, net 42,020 49,511 Right of use assets 354,900 340,141 Other assets 16,999 17,743 Total non-current assets 1,778,515 1,766,848 Total assets $ 2,293,091 $ 2,333,498 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 64,331 $ 64,861 Other payables and accrued expenses 119,323 110,309 Unearned revenue 29,895 32,657 Deferred revenue 65,325 58,899 Current maturities of long-term debt and finance lease obligations 3,999 3,598 Current operating lease obligations 60,930 58,356 Total current liabilities 343,803 328,680 Long-term debt and finance lease obligations, less current portion and debt discount 566,081 651,763 Non-current operating lease obligations 342,241 327,371 Other non-current liabilities: Deferred revenue 23,166 20,828 Other liabilities 8,974 17,415 Deferred income taxes, net 82,846 80,939 Total other non-current liabilities 114,986 119,182 Commitments and contingencies (See Note 11) Stockholders’ equity: Common stock, $ 0.01 par value; 200,000 shares authorized; 83,840 and 82,183 shares issued as of January 1, 2022 and January 2, 2021, respectively; 81,405 and 81,239 shares outstanding as of January 1, 2022 and January 2, 2021, respectively 838 821 Additional paid-in capital 750,478 795,697 Accumulated other comprehensive loss ( 1,940 ) ( 4,400 ) Retained earnings 278,395 142,880 Treasury stock, at cost; 2,435 and 944 shares as of January 1, 2022 and January 2, 2021, respectively ( 101,791 ) ( 28,496 ) Total stockholders’ equity 925,980 906,502 Total liabilities and stockholders’ equity $ 2,293,091 $ 2,333,498 Note: Fiscal year 2021 includes 52 weeks. Fiscal year 2020 includes 53 weeks. The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Contents National Vision Holdings, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income For the Years Ended January 1, 2022, January 2, 2021 and December 28, 2019 In Thousands, Except Earnings Per Share Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Revenue: Net product sales $ 1,718,344 $ 1,418,283 $ 1,426,136 Net sales of services and plans 361,181 293,477 298,195 Total net revenue 2,079,525 1,711,760 1,724,331 Costs applicable to revenue (exclusive of depreciation and amortization): Products 633,116 551,783 574,351 Services and plans 271,663 234,841 232,168 Total costs applicable to revenue 904,779 786,624 806,519 Operating expenses: Selling, general and administrative expenses 900,798 724,985 744,488 Depreciation and amortization 97,089 91,585 87,244 Asset impairment 4,427 22,004 8,894 Other expense (income), net ( 2,505 ) ( 445 ) 3,611 Total operating expenses 999,809 838,129 844,237 Income from operations 174,937 87,007 73,575 Interest expense, net 25,612 48,327 33,300 Loss on extinguishment of debt — — 9,786 Earnings before income taxes 149,325 38,680 30,489 Income tax provision (benefit) 21,081 2,403 ( 2,309 ) Net income $ 128,244 $ 36,277 $ 32,798 Earnings per share: Basic $ 1.57 $ 0.45 $ 0.42 Diluted $ 1.43 $ 0.44 $ 0.40 Weighted average shares outstanding: Basic 81,820 80,565 78,608 Diluted 96,134 82,793 81,683 Comprehensive income: Net income $ 128,244 $ 36,277 $ 32,798 Unrealized gain (loss) on hedge instruments 6,158 ( 780 ) ( 1,350 ) Tax provision (benefit) of unrealized gain (loss) on hedge instruments 3,698 ( 194 ) ( 346 ) Comprehensive income $ 130,704 $ 35,691 $ 31,794 Note: Fiscal years 2021 and 2019 include 52 weeks. Fiscal year 2020 includes 53 weeks. The accompanying notes are an integral part of these consolidated financial statements. 75 Table of Contents National Vision Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity For the Years Ended January 1, 2022, January 2, 2021 and December 28, 2019 In Thousands Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Total Stockholders’ Equity Shares Amount Balances at December 29, 2018 78,167 $ 782 $ 672,503 $ ( 2,810 ) $ 74,840 $ ( 2,161 ) $ 743,154 Cumulative effect of change in accounting principle — — — — ( 506 ) — ( 506 ) Balances at December 30, 2018 - as adjusted 78,167 782 672,503 ( 2,810 ) 74,334 ( 2,161 ) 742,648 Issuance of common stock 2,357 23 15,067 — — — 15,090 Stock based compensation — — 12,551 — — — 12,551 Purchase of treasury stock ( 846 ) — — — — ( 25,646 ) ( 25,646 ) Unrealized gain (loss) on hedge instruments, net of tax — — — ( 1,004 ) — — ( 1,004 ) Net income — — — — 32,798 — 32,798 Balances at December 28, 2019 79,678 805 700,121 ( 3,814 ) 107,132 ( 27,807 ) 776,437 Cumulative effect of change in accounting principle — — — — ( 529 ) — ( 529 ) Balances at December 29, 2019 - as adjusted 79,678 805 700,121 ( 3,814 ) 106,603 ( 27,807 ) 775,908 Issuance of common stock 1,580 16 13,575 — — — 13,591 Stock based compensation — — 10,616 — — — 10,616 Purchase of treasury stock ( 19 ) — — — — ( 689 ) ( 689 ) Conversion option related to convertible senior notes, net of allocated costs and tax — — 71,385 — — — 71,385 Unrealized gain (loss) on hedge instruments, net of tax — — — ( 586 ) — — ( 586 ) Net income — — — — 36,277 — 36,277 Balances at January 2, 2021 81,239 821 795,697 ( 4,400 ) 142,880 ( 28,496 ) 906,502 Cumulative effect of change in accounting principle — — ( 71,385 ) — 7,271 — ( 64,114 ) Balances at January 3, 2021 - as adjusted 81,239 821 724,312 ( 4,400 ) 150,151 ( 28,496 ) 842,388 Issuance of common stock 1,657 17 11,465 — — — 11,482 Stock based compensation — — 14,701 — — — 14,701 Purchase of treasury stock ( 1,491 ) — — — — ( 73,295 ) ( 73,295 ) Unrealized gain (loss) on hedge instruments, net of tax — — — 2,460 — — 2,460 Net income — — — — 128,244 — 128,244 Balances at January 1, 2022 81,405 $ 838 $ 750,478 $ ( 1,940 ) $ 278,395 $ ( 101,791 ) $ 925,980 Note: Fiscal years 2021 and 2019 include 52 weeks. Fiscal year 2020 includes 53 weeks. The accompanying notes are an integral part of these consolidated financial statements. 76 Table of Contents National Vision Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended January 1, 2022, January 2, 2021 and December 28, 2019 In Thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Cash flows from operating activities: Net income $ 128,244 $ 36,277 $ 32,798 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 97,089 91,585 87,244 Amortization of debt discount and deferred financing costs 4,321 11,895 1,289 Asset impairment 4,427 22,004 8,894 Deferred income tax expense (benefit) 16,701 ( 233 ) ( 2,378 ) Stock based compensation expense 14,886 10,740 12,670 Losses (gains) on change in fair value of derivatives ( 3,286 ) 4,014 — Inventory adjustments 2,481 4,852 4,352 Loss on extinguishment of debt — — 9,786 Other 94 5,092 16,078 Changes in operating assets and liabilities: Accounts receivable, net 1,182 ( 13,697 ) ( 6,925 ) Inventories ( 14,876 ) 11,430 ( 15,886 ) Operating lease right of use assets and liabilities ( 41 ) 1,518 ( 716 ) Other assets ( 6,456 ) ( 8,096 ) 5,939 Accounts payable ( 530 ) 24,079 ( 2,860 ) Deferred and unearned revenue 6,002 6,982 5,829 Other liabilities 8,700 26,539 8,967 Net cash provided by operating activities 258,938 234,981 165,081 Cash flows from investing activities: Purchase of property and equipment ( 95,515 ) ( 76,823 ) ( 101,325 ) Other 2,618 413 694 Net cash used for investing activities ( 92,897 ) ( 76,410 ) ( 100,631 ) Cash flows from financing activities: Borrowings on long-term debt, net of discounts — 548,769 566,550 Repayments on long-term debt ( 167,375 ) ( 369,269 ) ( 591,925 ) Proceeds from issuance of common stock 11,838 13,105 14,767 Purchase of treasury stock ( 73,295 ) ( 689 ) ( 25,646 ) Payments of debt issuance costs ( 900 ) ( 12,439 ) ( 2,930 ) Payments on finance lease obligations ( 4,592 ) ( 3,196 ) ( 2,957 ) Net cash provided by (used for) financing activities ( 234,324 ) 176,281 ( 42,141 ) Net change in cash, cash equivalents and restricted cash ( 68,283 ) 334,852 22,309 Cash, cash equivalents and restricted cash, beginning of year 375,159 40,307 17,998 Cash, cash equivalents and restricted cash, end of year $ 306,876 $ 375,159 $ 40,307 Supplemental cash flow information: Cash paid for interest $ 24,897 $ 30,786 $ 33,935 Cash paid for taxes $ 10,428 $ 894 $ 684 Capital expenditures accrued at the end of the period $ 10,571 $ 8,455 $ 9,059 Note: Fiscal years 2021 and 2019 include 52 weeks. Fiscal year 2020 includes 53 weeks. The accompanying notes are an integral part of these consolidated financial statements. 77 Table of Contents National Vision Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Business and Significant Accounting Policies Nature of Operations National Vision Holdings, Inc. (“NVHI,” the “Company,” “we,” “our,” or “us”) is a holding company whose operating subsidiaries include its indirect wholly owned subsidiary, National Vision, Inc. (“NVI”) and NVI’s direct wholly owned subsidiaries. We are a leading value retailer of eyeglasses and contact lenses in the United States. We operated 1,278 and 1,205 retail optical locations in the United States and its territories as of the fiscal years ended January 1, 2022 and January 2, 2021, respectively, through our five store brands, including America’s Best Contacts and Eyeglasses (“America’s Best”), Eyeglass World, Vista Optical locations on select U.S. Army/Air Force military bases (“Military”) and within select Fred Meyer stores, and our management & services arrangement with Walmart (“Legacy”). We sell contact lenses and optical accessory products to retail customers through proprietary retail web sites and web sites on behalf of certain independent retailers and insurance companies. We also distribute contact lenses to Walmart and Sam’s Club store locations. We also operate a specialized health maintenance organization (“HMO”) that is licensed as a single-service health plan under California law. The HMO issues individual vision plans in connection with our America’s Best operations in California, and provides, or arranges for the provision of, optometric services at the offices next to certain Walmart stores throughout California. Fiscal Year We operate on a retail fiscal calendar that results in a given fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to December 31. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters include 13 weeks of operations and the fourth quarter includes 14 weeks of operations. References herein to “fiscal year 2021,” and “fiscal year 2019,” relate to the 52 weeks ended January 1, 2022 and December 28, 2019, respectively, and references to “fiscal year 2020,” relate to the 53 weeks ended January 2, 2021. Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years. Basis of Presentation and Principles of Consolidation We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include our accounts and those of our subsidiaries, all of which are wholly-owned. All intercompany balances and transactions have been eliminated in consolidation. Certain fiscal year 2020 and fiscal year 2019 amounts within the Consolidated Statements of Cash Flows, Consolidated Statements of Operations and footnotes to the financial statements have been reclassified to conform to the fiscal year 2021 presentation. The Company has consolidated certain entities meeting the definition of a variable interest entity (“VIE”) as the Company concluded that it is the primary beneficiary of the entities under the provisions of Accounting Standards Codification 810, Consolidation. At January 1, 2022, the variable interest entities include 30 professional corporations. The total assets of the consolidated VIEs included in the accompanying Consolidated Balance Sheets as of year-end 2021 and 2020, were $ 6.0 million and $ 5.9 million, respectively, and the total liabilities of the consolidated VIEs were $ 6.8 million and $ 11.4 million, respectively. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 78 Table of Contents Secondary Public Offerings and Share Repurchases On August 7, 2019, the Company entered into an Underwriting Agreement by and among the Company, KKR Vision Aggregator L.P. (the “Selling Stockholder”), and Goldman Sachs & Co. LLC, as underwriter (the “Underwriter”), relating to an underwritten offering of 9,149,908 shares of the Company’s common stock, par value $ 0.01 per share. The offering was completed on August 12, 2019. In connection with the offering, our Board of Directors authorized, and the Company completed, a repurchase of 819,134 shares out of the 9,149,908 shares of common stock subject to the offering from the Underwriter at $ 30.52 per share, which was the price the Underwriter purchased the shares from the Selling Stockholder in the offering. The Company did not receive any proceeds from the offering. As a result of this underwritten offering and concurrent share repurchase, the Selling Stockholder no longer owned any shares of our common stock. The secondary offering constituted a vesting event whereby a final portion of the performance-based options vested and the remaining portion of unvested performance options awarded under the 2014 Stock Incentive Plan was forfeited. As a result of the offering, we incurred $ 4.2 million of non-cash stock-based compensation expense and additionally recorded $ 2.8 million in long-term cash incentive compensation expense and $ 0.4 million in offering related SG&A expenses for fiscal year 2019. Effective November 8, 2021, the Company's Board of Directors authorized the Company to repurchase up to $ 50 million aggregate amount of shares of the Company's common stock. On November 29, 2021, the Company’s Board of Directors authorized an increase from $ 50 million to $ 100 million in aggregate amount of shares of the Company’s common stock that may be repurchased under the Company’s current share repurchase program. On February 23, 2022, our Board of Directors authorized a $ 100 million increase to the share repurchase authorization, for a total authorization of $ 200 million. Repurchases may be made from time to time in the Company’s discretion through one or more open market or privately negotiated transactions, and pursuant to pre-set trading plans meeting the requirements of all applicable securities laws and regulations. Shares may be repurchased under the program through December 30, 2023. The timing and amounts of any such repurchases will depend on a variety of factors, including the market price of the Company’s shares and general market and economic conditions. The Company expects to fund the share repurchases using cash on hand. During fiscal year 2021, the Company repurchased 1.4 million shares of its common stock for $ 69.9 million under the share repurchase program. After these repurchases, $ 130 million remains available under the share repurchase authorization. Repurchased shares are reflected in Treasury stock on the Consolidated Balance Sheets. Related Party Transactions During fiscal year 2019, KKR Capital Markets LLC acted as a lead arranger with respect to debt issuance and refinancing transactions, and received $ 1.0 million in fees, in connection therewith. CARES Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, accelerates a company’s ability to recover Alternative Minimum Tax (“AMT”) refundable credits that otherwise could have been claimed in 2020 and 2021, to 2018 and 2019, with an option to elect recovery of the full credit amount for 2018. The Company has elected to apply the AMT refundable credit provision of the CARES Act and has reclassified $ 1.3 million of AMT credits from Deferred income taxes, net as of December 28, 2019 to Prepaid expenses and other assets as of January 2, 2021. The CARES Act also includes a technical correction wherein qualified improvement property placed in service in 2018 and after is eligible for 100% bonus depreciation. This provision of the CARES Act resulted in an increase in our NOL carry-forwards with an offsetting increase in our gross deferred tax liability relating to property and equipment of approximately $ 25.0 million ($ 6.4 million tax impact) as of January 2, 2021. In addition, as a result of the employee retention credits made available under the CARES Act for U.S. associates the Company recognized $ 0.4 million as a reduction to costs of products, $ 6.2 million as a reduction to costs of services and plans, and $ 4.4 million as a reduction to SG&A during fiscal year 2020. The Company recognizes government grants for which there is a reasonable assurance of compliance with grant conditions and receipt of credits. We elected to offset credits recognized under the CARES against payroll taxes that would otherwise be payable. In addition to the CARES Act, the Consolidated Appropriations Act, 2021, H.R. 133 was signed into law on December 27, 2020 and, among other things, allows for 100% deductibility of meals and entertainment expenses for the tax years ending in 2021 and 2022. 79 Table of Contents Cash and Cash Equivalents Cash consists of currency and demand deposits with financial institutions and money market funds. We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. We also review cash balances on a bank by bank basis to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a bank. We reclassify book overdrafts, if any, to Accounts payable in the accompanying Consolidated Balance Sheets. Accounts Receivable, Net Accounts receivable associated with revenues consist primarily of trade receivables and credit card receivables. Trade receivables consist primarily of receivables from managed care payors and receivables from major retailers. While we have relationships with almost all vision care insurers in the United States and with all of the major carriers, currently, a relatively small number of payors comprise the majority of our managed care revenues, subjecting us to concentration risk. Accounts receivable are reduced by allowances for credit losses. Estimates of our allowance for credit losses are based on our historical and current operating, billing, and collection trends, as well as current conditions and reasonable and supportable forecasts about the future. Accounts receivable are written off after all collection attempts have been exhausted. Credit loss expense recognized on our receivables, which is presented in SG&A expenses in the Company’s Consolidated Statements of Operations, was approximately $ 0.8 million, $ 0.7 million and $ 8.2 million for the fiscal years 2021, 2020 and 2019, respectively. Inventories The cost of inventory is determined using the weighted average cost method. Inventories at retail stores consist of finished goods and are valued at the lower of cost or estimated net realizable value (“NRV”). Manufactured inventories are valued using absorption accounting which includes material, labor, other variable costs and other applicable manufacturing overhead. Inventory values are adjusted for estimated obsolescence and written down to NRV based on estimates of current and anticipated demand, customer preference, merchandise age, planned promotional activities, contact lens vendor return acceptance activity, and estimates of future retail sales prices. Shrinkage is estimated and recorded throughout the period in cost of sales based on historical results and current inventory levels. Actual shrinkage is recorded throughout the year based upon periodic physical counts. See Note 2. “Details of Certain Balance Sheet Accounts” for further details. The Company’s inventory consists primarily of contact lenses, eyeglass frames and unprocessed eyeglass lenses. A significant portion of our inventory is supplied by a small number of key vendors. During fiscal year 2021, 92 % of contact lens expenditures were with three vendors and 90 % of lens expenditures were with one vendor. This exposes us to vendor concentration risk. We are less exposed to a supplier risk for our eyeglass frames as only 57 % of frame expenditures were with two vendors. Property and Equipment Property and equipment (“P&E”) is stated at cost less accumulated depreciation. Depreciation associated with P&E is included in Depreciation and amortization in the accompanying Consolidated Statements of Operations. When we retire or otherwise dispose of P&E, we remove the cost and related accumulated depreciation from our accounts and recognize any gain or loss on the sale of such assets in SG&A in the Consolidated Statements of Operations. We capitalize major replacements and remodeling, and recognize expenditures for maintenance and repairs in SG&A. We depreciate P&E for financial accounting purposes using the straight-line method over the following estimated useful lives: Buildings 34 years Equipment 3 - 7 years Information technology hardware and software (a) 2 - 5 years Furniture and fixtures 6 years Leasehold improvements (b) 5 - 10 years P&E under finance leases (b) 10 years ____________ (a) Costs of developing or obtaining software for internal use, such as direct costs of materials or services and internal payroll costs related to the software development projects, are capitalized to information technology hardware and software. (b) Depreciation of leasehold improvements is recognized over the shorter of the estimated useful life of the asset or the term of the lease. The term of the lease includes renewal options for additional periods if the exercise of the renewal is considered to be reasonably assured. 80 Table of Contents Goodwill and Intangible Assets Indefinite-lived intangible assets include goodwill and our trademarks and tradenames; we evaluate these assets annually for impairment, or more frequently if events and circumstances indicate that it is more likely than not that goodwill is impaired. Our annual testing date for impairment of goodwill and indefinite-lived intangible assets is the first day of the fourth fiscal quarter, which for fiscal years 2021 and 2020 was October 3, 2021, and September 27, 2020, respectively. Costs to renew intangible assets are expensed as incurred. Finite-lived, amortizing intangible assets primarily consist of our contracts and relationships with certain retailers and our customer database tool. We amortize finite-lived intangible assets on a straight-line basis over their estimated useful lives, ranging from four to 23 years. Amortization expense associated with finite-lived intangible assets is included in Depreciation and amortization in the accompanying Consolidated Statements of Operations. Goodwill is impaired if a reporting unit’s carrying value exceeds its fair value, and impairment is calculated as the excess between carrying value over fair value. We consider each of our operating segments to be reporting units. We estimate the fair value of our reporting units using the income approach, which is based on a discounted cash flow analysis and calculate the fair value of reporting units by estimating after-tax cash flows discounted using a weighted average cost of capital. The cash flows used in the analysis are based on financial forecasts developed internally by management and require significant judgment. The significant unobservable inputs used in the fair value measurement of the reporting units are revenue growth rate, cost of sales, payroll expense growth rate and other store expenses growth rate. These assumptions are sensitive to future changes in the business profitability, changes in our business strategy and external market conditions, among other factors. A decrease to the long term revenue growth rate assumption or an increase to the expense growth rate assumptions could require us to record goodwill impairment charges. If impairment indicators related to amortizing intangible assets are present, we estimate cash flows expected to be generated over the remaining useful lives of the related assets based on current projections. If the projected net undiscounted cash flows are less than the carrying value of the related assets, we then measure impairment based on a discounted cash flow model and record an impairment charge as the excess of carrying value over estimated fair value. We use the relief-from-royalty method to estimate fair value of our trademarks and tradenames, which involves estimating a royalty rate based on comparable licensing arrangements, applying that rate to the revenue projections for the subject asset, and then estimating fair value using a discounted cash flow analysis. We record an impairment charge as the excess of carrying value over estimated fair value. See Note 3. “Goodwill and Intangible Assets” for further detail on impairment of goodwill and intangible assets. Equity Method Investment The Company previously had an investment in a private start-up company whose principal business is licensing software to eyeglass retailers. During fiscal year 2021, the Company’s equity method investee was acquired by a third party and in connection therewith the Company sold all of its ownership interests and received $ 2.4 million upon the consummation of the sale. These proceeds were included in Other in the investing section of the Consolidated Statements of Cash Flows for fiscal year 2021. As a result of this transaction, and as the carrying value of the investment was zero , the Company recorded a gain on sale of equity method investment of $ 2.4 million in Other expense (income), net on the Consolidated Statements of Operations for fiscal year 2021. In connection with the transaction, the Company is a party to an earnout agreement whereby we may be entitled to variable earnout payments based upon the achievement by the investee of certain performance metrics over a one year period. The Company will recognize income for payments received under the earnout once they are realized or realizable. Fair Value Measurement of Assets and Liabilities The Company accounts for certain assets and liabilities at fair value. The Company generally uses a market approach, when practicable, in valuing financial instruments. For certain assets the Company may also use a valuation technique consistent with the income approach whereby future cash flows are converted to a single discounted amount. The carrying value of the Company’s cash equivalents and restricted cash, accounts receivables, accounts payable and other payables and accrued expenses, approximate fair value due to their short-term nature. Non-financial assets such as P&E, ROU assets and intangible assets are subject to nonrecurring fair value measurements if impairment indicators are present. Factors we consider important that could trigger an impairment review include a significant under-performance compared to expected operating results, a significant or adverse change in customer business climate, and a significant negative industry or economic trend. Refer to “Long-lived Asset Impairment” section below and Note 9. “Fair Value Measurement” for the Company’s recurring and non-recurring fair value measurements. 81 Table of Contents Deferred Financing Costs and Loan Discounts Costs incurred in connection with long-term debt which are paid directly to the Company’s lenders and to third parties are presented as reductions to our long-term debt balance, except for the costs related to our revolving credit facility which are presented as assets. These costs are amortized over the term of the related financing agreement and included in Interest expense, net in the accompanying Consolidated Statements of Operations. Self-Insurance Liabilities We are primarily self-insured for workers’ compensation, associate health benefits and general liability claims. We record self-insurance liabilities based on claims filed, including the development of those claims and an estimate of claims incurred but not yet reported. Should a different amount of claims occur compared to what was estimated, or costs of the claims increase or decrease beyond what was anticipated, liabilities may need to be adjusted accordingly. We periodically update our estimates and record such adjustments in the period in which such determination is made. Self-insurance liabilities are recorded on an undiscounted basis in the accompanying Consolidated Balance Sheets. Refer to the following table and Note 2. “Details of Certain Balance Sheet Accounts” for further details. We reinsure worker’s compensation and medical claims above our retention levels with a highly rated financial institution that can be expected to fully perform under the terms of the arrangement. Estimated recoveries from reinsurance as of fiscal year end 2021 and 2020 are shown in the following table. In thousands Balance Sheet Classification As of January 1, 2022 As of January 2, 2021 Current portion Prepaid Expenses and Other Current Assets $ 964 $ 1,139 Non-current portion Other Assets 1,956 2,313 Total estimated recoveries from reinsurance $ 2,920 $ 3,452 Derivative Financial Instruments The Company uses interest rate derivatives to manage the exposure of its LIBOR-based debt to fluctuations in interest rates. If our derivatives are designated as cash flow hedges, we formally document our hedge relationships, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transactions. We record all interest rate derivatives in our Consolidated Balance Sheets on a gross basis at fair value. Fair value represents estimated amounts we would receive or pay upon a termination of interest rate derivatives prior to their scheduled expiration dates. The fair value was based on information that is model-driven and whose inputs were observable (Level 2 inputs) such as LIBOR forward rates. We do not hold or enter into financial instruments for trading or speculative purposes. The gain or loss res ulting from fair value adjustments for highly effective cash flow hedges is recorded in Accumulated other comprehensive loss (“AOCL”) in the accompanying Consolidated Balance Sheets until the hedged item is recognized as interest expense in the Consolidated Statements of Operations. The gain or loss resulting from fair value adjustments of derivatives not deemed to be highly effective cash flow hedges is recognized in interest expense immediately. We perform periodic assessments of the effectiveness of our derivative contracts designated as hedges. To manage credit risk associated with our interest rate hedging program, we select as counterparties major financial institutions with investment grade credit ratings. The impact of credit risk, as well as the ability of each party to fulfill its obligations under our derivative financial instruments, is considered in determining the fair value of the contracts. We do not have any credit risk-related contingent features or collateral requirements associated with our derivative contracts. See Note 12. “Interest Rate Derivatives” for further details. Accumulated Other Comprehensive Loss AOCL is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive loss, net of income tax, is entirely composed of the cumulative unrealized loss on our previously effective hedging instruments. See Note 15. “Accumulated Other Comprehensive Loss” for details of reclassifications out of AOCL. 82 Table of Contents Revenue Recognition Net product sales include sales of prescription and non-prescription eyewear, contact lenses and related accessories to retail customers (including those covered by managed care) and sales of inventory in which our customer is another retail entity. Net sales of services and plans include sales of eye exams, eye care club membership fees, product protection plans (i.e. warranties) and HMO vision plan fees. Net sales of services and plans also include fees we earn for managing certain Vision Centers located in Walmart stores and performing laboratory processing services for our Legacy partner. At our America’s Best brand, our signature offer is two pairs of eyeglasses and a free eye exam for one low price (“two-pair offer”). Since an eye exam is a key component in the ability for acceptable prescription eyewear to be delivered to a customer, we concluded that the eye exam service, while capable of being distinct from the eyeglass product delivery, was not distinct in the context of the two-pair offer. As a result, we do not allocate revenue to the eye exam associated with the two-pair offer, and we record all revenue associated with the offer in Owned & Host net product sales when the customer has received and accepted the merchandise. Our retail customers generally make payments for prescription eyewear products at the time they place an order. Amounts we collect in advance for undelivered merchandise are reported as Unearned revenue in the accompanying Consolidated Balance Sheets. Unearned revenue at the end of a reporting period is estimated based on processing and delivery times throughout the current month which generally range from approximately seven to 10 days; all unearned revenue at the end of a reporting period is recognized in the next fiscal period. Revenue is recognized net of sales taxes and returns and include amounts billed to customers related to shipping and handling costs. The returns allowance is based on historical return patterns. Provisions for estimated returns are established and the expected costs continue to be recognized as reductions to revenue when the products are sold. Shipping and handling costs are accounted for as fulfillment costs and are included in costs applicable to revenue. We record reductions in revenue for estimated price concessions granted to managed care providers. The Company considers its revenue from managed care customers to include variable consideration and estimates such amounts associated with managed care customer revenues using the history of concessions provided and cash receipts from managed care providers. We reduced our net revenue for variable considerations of $ 10.2 million and $ 7.5 million during the fiscal years 2021 and 2020, respectively. Refer to Note 7. “Revenue from Contracts With Customers” for further details of our revenues. Costs Applicable To Revenue Costs applicable to revenue consist primarily of cost of products sold and costs of administering services and plans. Costs of products sold include (i) costs to procure non-prescription eyewear, contacts and accessories which we purchase and sell in their finished form, (ii) costs to manufacture finished prescription eyeglasses, including direct materials, labor and overhead and (iii) remake costs, warehousing and distribution expenses and internal transfer costs. Costs of services and plans include costs associated with warranty programs, eye care club memberships, HMO vision plan fees, eye care practitioner and eye exam technician payroll, taxes and benefits and optometric and other service costs. Depreciation and amortization are excluded from costs applicable to revenue and are presented separately on the accompanying Consolidated Statements of Operations. As a component of the Company’s procurement program, the Company frequently enters into contracts with its vendors that provide for payments of rebates or other allowances. These vendor payments are reflected when earned or as progress is made toward earning the rebate or allowance and, depending on the terms of the agreement with the vendor, are treated either as a reduction of the carrying value of the inventory and a resultant reduction of cost of products. Rebates that have been earned but not yet received are recognized as an increase to Accounts receivable, net or a reduction to Accounts payable, depending on the nature of the agreement with the vendor, until the payment has been received. Selling, General and Administrative SG&A includes store associate (including optician) payroll, taxes and benefits, occupancy and other store expenses, advertising and promotion, field services, and corporate support. Advertising and promotion costs, including online marketing arrangements, newspaper, direct mail, television and radio, are recorded in SG&A and expensed at the time the advertising first occurs. Production costs of future media advertising and related promotional campaigns are deferred until the advertising events occur. Non-capital expenditures associated with opening new stores, including rent, marketing expenses, travel and relocation costs, and training costs, are recorded in SG&A as incurred. Certain vendor contracts provide for marketing co-op allowances, such allowances are reflected when earned or as progress is made toward earning the allowance and are treated as a reduction of SG&A. 83 Table of Contents Advertising expenses were $ 149.6 million, $ 86.5 million and $ 113.3 million for fiscal years 2021, 2020 and 2019, respectively. Leases We lease our stores, distribution centers, corporate offices, and most of our laboratories. These leases generally have noncancelable lease terms of between five and 10 years, with an option to renew for additional terms of one to 10 years or more. The lease term includes renewal option periods when the renewal is deemed reasonably certain after considering the value of the leasehold improvements at the end of the noncancelable lease period. Most leases for our stores provide for a minimum rent and typically include escalating rent over time with the exception of Military for which lease payments are variable and based on a percentage of sales. For Vista Optical locations in Fred Meyer stores, we pay the greater of fixed rent or a percentage of sales after certain minimum thresholds are achieved. The Company’s leases generally require us to pay insurance, real estate taxes and common area maintenance expenses, substantially all of which are variable and not included in the measurement of the lease liability. Our lease arrangements frequently include tenant improvement allowances (TIAs), which are contractual amounts received or receivable from a lessor for improvements made to leased properties by the Company. For operating leases, TIAs are treated as a reduction of the lease payments used to measure the ROU assets in the accompanying Consolidated Balance Sheet as of fiscal year 2021 and are amortized as a reduction in rental expense over the life of the respective leases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. With respect to lease accounting guidance, the Company’s management & services agreement with its Legacy partner does not contain a lease arrangement. The lease liability is measured at the present value of future lease payments over the lease term less TIAs receivable, and the ROU asset is measured at the lease liability amount, adjusted for prepaid lease payments, TIAs received and the lessee’s initial direct costs. As the rate implicit in the Company’s leases is not easily determinable, the Company’s incremental borrowing rate is used in calculating the present value of the sum of the lease payments. Factors incorporated into the calculation of the lease incremental borrowing rate include lease term, borrowing rates on the Company’s long-term debt, fixed rates on interest rate swaps, LIBOR margins for issuers of similar credit rating to NVI and effect of collateralization. For finance leases, a lease ROU asset is recorded as property and equipment and corresponding amounts are recorded as finance lease debt obligations at the net present value of the minimum lease payments to be made over the lease term for new finance leases. Stock-Based Compensation We measure stock-based compensation cost, which consists of grants of stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”), and restricted stock awards (“RSAs”) to associates and non-associate directors, based on the estimated grant date fair value of the awards. We recognize compensation expense for all awards containing only a service requirement over the requisite service period using a straight-line recognition method. Our PSUs contain both a service requirement and a performance requirement. We recognize expense for the proportionate share of the total fair value of PSUs related to the vesting period that has already lapsed for the shares expected to vest, which expectation is based on an evaluation of expected performance against predefined performance criteria and may also result in reversals of expense. The remaining fair value of the shares expected to vest is expensed on a straight-line basis over the balance of the vesting period. We account for forfeitures as they occur. See Note 5. “Stock Incentive Plan” for further details related to our stock-based compensation plans. Long-lived Asset Impairment Non-financial assets such as P&E, right of use (“ROU”) assets and intangible assets are subject to nonrecurring fair value measurements if impairment indicators are present. We evaluate impairment of long-lived tangible and ROU store assets at the store level, which is the lowest level at which independent cash flows can be identified, when events or conditions indicate the carrying values of such assets may not be recoverable. In making this evaluation, we may consider multiple factors including financial performance of the stores, regional and local business climates, industry or economic trends, future plans for the store operations and other qualitative factors. If the store’s projected undiscounted net cash flows expected to be generated by the related assets over the life of the primary asset within the asset group are less than the carrying value of the subject assets, we determine an estimate of the fair value of the asset group using an income approach based on discounted cash flows, which require estimates and assumptions related to forecasted store revenue growth rates and store profitability. If the fair value of the asset group is less than its carrying value, the loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long lived asset of the group shall not reduce the carrying amount of that asset below its fair value. We consider market-based indications of prevailing rental rates for retail space, market participant discount rates, and lease incentives when estimating the fair values of ROU assets. 84 Table of Contents We assess non-store long-lived assets, including capitalized software costs in use or under development, for impairment if events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. The asset impairments recognized in fiscal years 2021 and 2020 include $ 0.8 million and $ 1.1 million, respectively, related to a write-off of certain capitalized software costs that were deemed to be obsolete due to a decision to cease further development. During fiscal year 2019 there was no impairment of non-store long-lived assets or capitalized software costs. Income Taxes We account for deferred income taxes based on the asset and liability method. The Company must make certain estimates and judgments in determining income tax expense. We are required to determine the aggregate amount of income tax expense to accrue and the amount which will be currently payable or refundable based upon tax statutes of each jurisdiction in which the Company does business. Deferred income taxes are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets also include future tax benefits to be derived from the utilization of tax loss carry-forwards and application of certain carry-forward credits. The net carrying amount of deferred income tax assets and liabilities is recorded in non-current deferred income tax liabilities in the accompanying Consolidated Balance Sheets. Deferred income taxes are measured using enacted tax rates in effect for the years in which those differences are expected to be recovered or settled. The effect on deferred taxes from a change in the tax rate is recognized through continuing operations in the period that includes the enactment of the change. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. A valuation allowance is recorded if it is more likely than not that some portion of a deferred tax asset will not be realized. Valuation allowances are released as positive evidence of future taxable income sufficient to realize the underlying deferred tax assets becomes available. We establish a liability for tax positions for which there is uncertainty as to whether the position will ultimately be sustained. We assess our tax positions by determining whether it is more likely than not that the position will be sustained upon examination by the appropriate taxing authorities, including resolution of any related appeals or litigation, based solely on the technical merits of the position. These calculations and assessments involve estimates and judgments because the ultimate tax outcomes are uncertain and future events are unpredictable. See Note 6. “Income Taxes” for further details. Adoption of New Accounting Pronouncements Leases. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases . This new guidance establishes a ROU model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with such classification affecting the pattern of expense recognition in the statement of operations. Disclosure of key information about leasing arrangements is also required. We adopted ASU No. 2016-02, as amended, as of December 30, 2018 (the first day of fiscal year 2019), using the modified retrospective transition approach without adjusting the comparative periods presented. We elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to carry forward historical lease classification for leases in existence as of the adoption date, to not assess whether any expired or existing contracts are leases or contain leases and to not assess whether unamortized initial direct costs for existing leases meet the definition of initial direct costs. In addition, we elected the practical expedients to not separate lease components from non-lease components and to not apply this new guidance to leases with terms of less than 12 months. Upon adoption, we recorded operating lease liabilities of approximately $ 339.6 million as of December 30, 2018. The Company treated TIAs and deferred rent of $ 24.3 million and $ 11.9 million, respectively, as of December 30, 2018 as reductions of lease payments and prepaid rent of $ 5.8 million as of December 30, 2018 as an increase in lease payments used to measure ROU assets and recorded $ 308.5 million of lease ROU assets upon adoption. The difference between the additional lease assets and lease liabilities net of the deferred tax impact was $ 0.5 million, which was recorded as an adjustment to fiscal year 2019 opening retained earnings. Adoption of this new guidance did not result in significant changes to our results of operations or cash flows. See Note 8. “Leases” for additional information. 85 Table of Contents Other Comprehensive Income. In February 2018, the FASB issued Accounting Standards Update ASU 2018-02, Income Statement–Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”) . This guidance allows for an optional reclassification from accumulated other comprehensive income or loss to retained earnings for stranded tax effects as a result of the newly enacted federal corporate income tax rate under the 2017 Tax Cuts and Jobs Act enacted into law on December 22, 2017 (the “Tax Legislation”). This guidance is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We adopted the guidance during the first quarter of fiscal year 2019, and did not reclassify the stranded income tax benefit resulting from adoption of the Tax Legislation from AOCL into earnings. There were no other impacts to the Company’s financial condition, result of operations, or cash flows. Cloud Computing. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We obtain a variety of software solutions and tools through cloud computing arrangements. This new guidance is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years and may be adopted on a prospective or retrospective basis. We adopted the accounting standard on a prospective basis in the first quarter of 2020. The adoption of this guidance did not have a material impact on the Company’s financial condition, results of operations, or cash flows. Credit Losses . In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) . This new guidance requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Initial adoption of ASU 2016-13 is required to be reported on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, except for certain provisions that are required to be applied prospectively. This guidance is effective for fiscal years beginning after December 15, 2019, and for interim reporting periods within those fiscal years. We adopted ASU No. 2016-13 as of December 29, 2019 (the first day of fiscal year 2020), using the modified retrospective approach without adjusting the comparative periods presented. Upon adoption, the Company recorded a $ 0.7 million increase to the allowance for credit losses related to a note receivable from our former equity method investee. After adjusting for deferred taxes, we recorded a $ 0.5 million decrease in Retained earnings through a cumulative-effect adjustment. Adoption of this new guidance did not have a material impact on the Company’s financial condition, results of operations or cash flows. Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This new guidance simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021. The company early adopted the guidance in the first quarter of 2021 using the modified retrospective approach and recognized a cumulative effect of the change of $ 7.3 million as an adjustment to the opening balance of retained earnings. Upon adoption of ASU 2020-06 the Company eliminated the equity components related to its convertible debt and increased the related liability components by $ 82.9 million. In addition, as a result of the adoption, our deferred tax liabilities decreased by $ 18.8 million and additional paid-in capital decreased by $ 71.4 million. 86 Table of Contents The following table summarizes the impact of adoption on the Company’s Consolidated Statement of Operations for fiscal year 2021: Fiscal Year 2021 In thousands (except earnings per share) With ASU 2020-06 Adoption Without ASU 2020-06 Adoption (1) Impact of Adoption (2) Income from operations $ 174,937 $ 174,937 $ — Interest expense, net 25,612 41,635 ( 16,023 ) Earnings before income taxes 149,325 133,302 16,023 Income tax provision 21,081 17,482 3,599 Net income $ 128,244 $ 115,820 $ 12,424 Weighted average shares outstanding for basic EPS 81,820 81,820 — Weighted average shares outstanding for diluted EPS 96,134 83,222 12,912 Earnings per share: Basic $ 1.57 $ 1.42 $ 0.15 Diluted $ 1.43 $ 1.39 $ 0.04 (1)Antidilutive shares are excluded from the computation of weighted average shares outstanding for diluted EPS. The 2025 Notes would have been antidilutive for the fiscal year ended 2021 without the adoption of ASU 2020-06 and are, therefore, excluded from the computation of diluted EPS. (2) Impact of adoption on basic earnings per share is calculated using impact on net income divided by basic weighted average shares outstanding during the period. Future Adoption of Accounting Pronouncements Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that may be affected by the cessation of the London Inter-bank Offered Rate (“LIBOR.”) An entity may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 through December 31, 2022. A substantial portion of our debt is subject to interest payments that are indexed to LIBOR; additionally, we are party to an interest rate derivative based on LIBOR. We are currently evaluating the effect of this guidance and have not applied the provisions of this guidance during the current fiscal year. 87 Table of Contents 2. Details of Certain Balance Sheet Accounts The following table provides a reconciliation of Cash and cash equivalents reported within the Consolidated Balance Sheets to the total of Cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows: In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 305,800 $ 373,903 $ 39,342 Restricted cash included in other assets 1,076 1,256 965 $ 306,876 $ 375,159 $ 40,307 In thousands As of January 1, 2022 As of January 2, 2021 Accounts receivable, net: Trade receivables $ 32,504 $ 28,405 Credit card receivables 17,010 21,557 Other receivables 6,685 8,460 Allowance for credit losses ( 502 ) ( 433 ) $ 55,697 $ 57,989 In thousands As of January 1, 2022 As of January 2, 2021 Inventories: Raw materials and work in process (1) $ 65,262 $ 55,473 Finished goods 58,407 55,801 $ 123,669 $ 111,274 (1) Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not separately present raw materials and work in process. In thousands As of January 1, 2022 As of January 2, 2021 Property and equipment, net: Land and building $ 3,625 $ 3,624 Equipment 225,726 207,265 Information technology hardware and software 137,261 129,008 Furniture and fixtures 63,582 56,277 Leasehold improvements 251,023 220,720 Construction in progress 35,106 23,859 Right of use assets under finance leases 36,235 36,757 752,558 677,510 Less: Accumulated depreciation ( 406,122 ) ( 336,217 ) $ 346,436 $ 341,293 88 Table of contents In thousands As of January 1, 2022 As of January 2, 2021 Other payables and accrued expenses: Associate compensation and benefits (1) $ 55,670 $ 51,081 Self-insurance liabilities 9,034 8,650 Capital expenditures 10,571 8,455 Advertising 6,962 2,173 Reserves for customer returns and remakes 7,556 8,084 Legacy management & services agreement 5,518 5,386 Fair value of derivative liabilities 2,846 5,116 Supplies and other store support expenses 5,511 3,461 Litigation settlements 2,100 1,107 Lease concessions 357 3,142 Other 13,198 13,654 $ 119,323 $ 110,309 (1) Includes CARES Act deferred employer payroll taxes in the amount of $ 0.0 million and $ 12.8 million as of January 1, 2022 and January 2, 2021, respectively. In thousands As of January 1, 2022 As of January 2, 2021 Other non-current liabilities: Fair value of derivative liabilities $ 488 $ 7,663 Self-insurance liabilities 6,170 7,046 Other 2,316 2,706 $ 8,974 $ 17,415 3. Goodwill and Intangible Assets The gross carrying amount and accumulated impairment of the Company’s goodwill balances for 2021 and 2020 are as follows: As of January 1, 2022 As of January 2, 2021 In thousands Gross Carrying Amount Accumulated Impairment Gross Carrying Amount Accumulated Impairment Owned & Host Segment $ 736,901 $ ( 19,357 ) $ 736,901 $ ( 19,357 ) Legacy Segment 60,069 — 60,069 — Corporate/Other 8,107 ( 8,107 ) 8,107 ( 8,107 ) $ 805,077 $ ( 27,464 ) $ 805,077 $ ( 27,464 ) Accumulated goodwill impairment relates to our Fred Meyer, Military and AC Lens reporting units. Indefinite-lived intangible assets by major asset class are as follows: In thousands As of January 1, 2022 As of January 2, 2021 Trademarks and trade names: America’s Best $ 200,547 $ 200,547 Eyeglass World 40,000 40,000 $ 240,547 $ 240,547 89 Table of Contents We intend to maintain our trademarks; renewals will take place as needed. Finite-lived, amortizing intangible assets by major asset class are as follows: As of January 1, 2022 As of January 2, 2021 In thousands Gross Carrying Amount Accumulated Amortization Remaining Life (Years) Gross Carrying Amount Accumulated Amortization Remaining Life (Years) Contracts and relationships: Legacy $ 65,000 $ 46,117 3 $ 65,000 $ 40,154 4 Fred Meyer 35,000 11,864 15 35,000 10,339 16 Customer database 4,400 4,400 — 4,400 4,400 — Other 746 745 — 746 742 — $ 105,146 $ 63,126 $ 105,146 $ 55,635 We extended our relationship with Walmart in fiscal year 2020. Refer to Note 14. “Segment Reporting” for more information. We are in the process of renewing our agreement with Fred Meyer and intend to maintain our intangible assets. Aggregate amortization expense is included in Depreciation and amortization in the accompanying Consolidated Statements of Operations. Aggregate future estimated amortization expense is shown in the following table: Fiscal Year In thousands 2022 $ 7,490 2023 7,488 2024 7,488 2025 2,519 2026 1,525 Thereafter 15,510 $ 42,020 90 Table of Contents 4. Long-term Debt Long-term debt consists of the following: In thousands As of January 1, 2022 As of January 2, 2021 2025 Notes, due May 15, 2025 $ 402,500 $ 402,500 Term loan, due July 18, 2024 150,000 317,375 Revolving credit facility, due July 18, 2024 — — Long-term debt before debt discount 552,500 719,875 Unamortized discount and issuance costs - 2025 Notes ( 7,986 ) ( 93,123 ) Unamortized discount and issuance costs - term loan ( 948 ) ( 2,141 ) Long-term debt less debt discount 543,566 624,611 Less current maturities — — Long-term debt - non-current portion 543,566 624,611 Finance lease obligations 26,514 30,750 Less current maturities ( 3,999 ) ( 3,598 ) Long-term debt and finance lease obligations, less current portion and debt discount $ 566,081 $ 651,763 2025 Notes In May 2020, we completed the issuance of the 2025 Notes, pursuant to an indenture between the Company and U.S. Bank, dated as of May 12, 2020 (the “Indenture”). The 2025 Notes were sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes pay interest semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2020, at an annual rate of 2.50 %. We received proceeds from the offering of $ 390.9 million, net of $ 11.6 million in underwriter fees and other issuance costs. We used $ 294.3 million of the net proceeds from the offering to repay all outstanding amounts under the revolving credit facility and $ 75.0 million to partially repay the first lien term loan in an aggregate principal amount of $ 420.0 million (the “term loan”). The remainder of the net proceeds are being used for general corporate purposes. Prior to February 15, 2025, the 2025 Notes are convertible at the option of the holder only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the Last Reported Sale Price (as defined in the Indenture) per share of the Company’s common stock exceeds 130 % of the Conversion Price (as defined in the Indenture) for each of at least 20 Trading Days (as defined in the Indenture), whether or not consecutive, during the 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any ten consecutive Trading Day period (such ten consecutive trading day period, the “measurement period”) in which the Trading Price (as defined in the Indenture) per $ 1,000 principal amount of the 2025 Notes for each Trading Day of the measurement period was less than 98 % of the product of the Last Reported Sale Price per share of the Company’s common stock on such Trading Day and the conversion rate (as described below) on such Trading Day; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the Indenture; or (iv) if the Company calls such Notes for redemption. On or after February 15, 2025 until 5:00 p.m., New York City time, on the second Scheduled Trading Day (as defined in the Indenture) immediately before the maturity date, the 2025 Notes will be convertible at the option of the holder at any time. The 2025 Notes are initially convertible at a conversion rate of 32.0783 shares of common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $ 31.17 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain specified events including, but not limited to: issuance of stock dividends, splits and combinations; distribution of rights, options and 91 Table of Contents warrants; spin-offs and other distributed property; cash dividends or distributions; tender offers or exchange offers; and certain other corporate transactions. The Company can choose to settle upon conversion in cash, shares or a combination. Based on the initial conversion rate, the 2025 Notes are convertible into 12.9 million shares of our common stock and we reserved for the possible issuance of 16.5 million shares, which is the maximum amount that could be issued upon conversion. As of January 1, 2022, the 2025 Notes can be converted by holders based on condition (i) above. See Note 13. “Earnings Per Share” for the treatment of earnings per share in relation to the 2025 Notes. The holders of our term loan would have preference over the holders of the 2025 Notes in the event of a liquidation. The Company adopted ASU 2020-06 as of January 3, 2021. ASU 2020-06 eliminates the cash conversion and the beneficial conversion feature models. Under the new convertible debt framework, the Company eliminated the equity components and increased the debt balance. Refer to Note 1. “Description of Business and Basis of Presentation” for further discussion of the adoption of ASU 2020-06. As a result of adopting ASU 2020-06, our effective interest rate decreased from 9.1 % as of January 2, 2021 to 3.2 % starting in the first quarter of 2021. We recognized interest expense for the interest coupon and amortization of issuance costs of $ 10.1 million and $ 2.2 million during fiscal 2021, respectively, and $ 6.4 million and $ 10.9 million during fiscal 2020, respectively. As of January 1, 2022, the remaining period for the unamortized debt issuance costs balance was approximately three years . Credit Agreement On July 18, 2019, our credit agreement, dated as of October 9, 2018 was amended and restated to establish a new first lien term loan of $ 420.0 million to repay all principal, interest fees and other amounts outstanding before the amendment and establish a new revolving credit facility in an aggregate principal amount of $ 300.0 million, including a $ 20.0 million letter of credit sublimit. In connection with the principal repayments of our existing debt, the Company wrote off associated deferred debt issuance costs of $ 6.0 million and associated unamortized debt discount of $ 3.8 million, in the third quarter of 2019. On March 17, 2020, as a precautionary measure to preserve financial flexibility during the COVID-19 pandemic, we borrowed the remaining $ 146.3 million in available funds under our revolving credit facility. On May 5, 2020, we entered into an agreement with the lenders to amend certain provisions of our credit agreement. This amendment was intended to prevent the effects of the COVID-19 pandemic, including the temporary closure of our stores, from creating uncertainty relative to our ability to comply with certain financial covenants and allow the Company to focus on prudent management of the business over the quarters ahead. The amendment suspended certain financial maintenance covenants contained in our credit agreement until testing at the end of the second fiscal quarter of 2021. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in our credit agreement. During the second quarter of 2021, the Company amended its credit agreement to, among other things, add customary LIBOR replacement provisions, modify the applicable margins used to calculate the rate of interest payable on the first lien term loans thereunder to a range of 1.25 % to 2.00 % for LIBOR Loans and a range of 0.25 % to 1.00 % for ABR Loans, modify certain financial covenants related to maximum leverage and minimum interest coverage and remove the LIBOR floor, such that LIBOR shall be deemed to be no less than 0.00 % per annum (instead of 1.00 % per annum previously in effect). Pursuant to our credit agreement, the Company will not permit (i) the Consolidated Total Debt to Consolidated EBITDA Ratio to be negative or greater than (x) 4.50 to 1.00 with respect to the last day of the Company’s second and third fiscal quarters of 2021 and (y) 4.25 to 1.00 from and after the last day of the Company’s fourth fiscal quarter of 2021, subject to certain step-ups after the consummation of a Material Acquisition, or (ii) the Consolidated Interest Coverage Ratio of the Company as of the last day of any fiscal quarter of the Company to be less than 3.00 to 1.00. The amendment also contains covenants that, among other things, limit NVI’s ability to incur additional debt, create liens against assets, make acquisitions, pay dividends or distributions on its stock, merge or consolidate with another entity and transfer or sell assets. We were in compliance with all covenants related to our long-term debt as of January 1, 2022. 92 Table of Contents During the third quarter of 2019, we partially prepaid $ 25.0 million on the term loan. On May 12, 2020, we fully prepaid the $ 294.3 million outstanding under our revolving credit facility and partially prepaid $ 75.0 million on the term loan. During the second quarter of 2021, the Company partially prepaid $ 117.4 million of term loan principal and wrote off associated deferred debt issuance costs of $ 0.7 million. During the fourth quarter of 2021, the Company partially prepaid $ 50.0 million of term loan principal and wrote off associated deferred debt issuance costs of $ 0.3 million. As a result of the prepayments made in fiscal years 2019, 2020, and 2021, the Company has no additional mandatory principal payments on the term loan until maturity on July 18, 2024 and no amounts outstanding under the revolving credit facility. The borrowing capacity remaining as of January 1, 2022 was $ 293.6 million due to a reduction of $ 6.4 million for letters of credit outstanding. As a result of the repayment of the outstanding balance on our revolving credit facility, the Company reclassified a proportionate share of unamortized debt issuance costs to Other assets. Scheduled annual maturities of debt are as follows: Fiscal Year In thousands 2022 $ — 2023 — 2024 150,000 2025 402,500 2026 — Thereafter — $ 552,500 5. Stock Incentive Plans The Company has provided equity-based compensation awards to its associates under three plans. In connection with the initial public offering of our common stock (the “IPO”), on October 23, 2017, the Company’s Board of Directors adopted, and its stockholders approved, the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”). The total number of shares of common stock that may be issued under the plan is 4,000,000 . The plan authorizes the grant of stock options, stock appreciation rights, RSAs, RSUs, PSUs, other equity-based awards and other cash-based awards to our associates, directors, officers, consultants and advisers. The Vision Holding Corp. 2013 Amended and Restated Stock Incentive Plans provided for the issuance of stock options to directors, certain associates and consultants of Vision Holding Corp., its subsidiaries and affiliates. In 2014, our Board of Directors and stockholders of the Company approved the 2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc. (formerly known as Nautilus Parent, Inc.) and its subsidiaries (the “2014 Stock Incentive Plan”). There were 10,988,827 stock options authorized for issuance pursuant to the 2014 Stock Incentive Plan. All stock awards under these plans vest through continued service. All options under these plans have a contractual life of 10 years. The Company also provides associates the opportunity to purchase Company common shares through the Associate Stock Purchase Plan (the “ASPP”), which the Company’s Board of Directors adopted and its stockholders approved on June 6, 2018. The ASPP provides that up to 850,000 shares of common stock, at par value of $ 0.01 per share, may be offered and issued under the ASPP. 93 Table of Contents The following table summarizes stock compensation expense under the Company’s plans, which is included in SG&A in the accompanying Consolidated Statements of Operations: In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Stock options $ 2,632 $ 2,827 $ 8,562 RSUs and PSUs 11,217 7,201 3,655 RSAs 852 588 334 Associate stock purchase plan 185 124 119 Pre-tax stock based compensation expense $ 14,886 $ 10,740 $ 12,670 Income tax benefit ( 3,788 ) ( 2,743 ) ( 3,237 ) After-tax stock based compensation expense $ 11,098 $ 7,997 $ 9,433 Stock options RSUs and PSUs RSAs Unrecognized compensation cost ( in thousands ) $ 2,871 $ 14,928 $ 314 Expected remaining weighted-average period of expense recognition (in years) 1.74 1.83 0.42 Service-based options The following tables summarize service-based stock option activity, including service-based options under the Vision Holding Corp. Amended and Restated 2013 Equity Incentive Plan, the 2014 Stock Incentive Plan, and the 2017 Omnibus Incentive Plan. Number of Options Outstanding (In thousands) Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In thousands) ($) Outstanding options at January 2, 2021 1,194 $ 18.92 6.19 $ 31,490 Granted 111 46.19 Exercised ( 550 ) 11.04 Forfeited ( 29 ) 22.04 Outstanding options at January 1, 2022 726 $ 28.91 6.83 $ 13,891 Vested and exercisable at January 1, 2022 376 $ 23.85 6.17 $ 9,067 In thousands except per share values Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Weighted average grant date fair value per share of options granted $ 23.39 $ 13.71 $ 13.67 Fair value of options vested $ 3,138 $ 3,313 $ 5,676 Aggregate intrinsic value of options exercised $ 23,091 $ 22,549 $ 21,350 The fair value of service-based options was estimated using the Black-Scholes-Merton option pricing model. The following is a summary of the assumptions used in this model for service-based options: 2021 2020 2019 Expected volatility 52.49 % to 54.03 % 39.54 % to 55.81 % 34.50 % to 37.10 % Expected term range (in years) 6.00 6.00 5.75 to 6.50 Expected risk-free interest rate 0.97 % to 1.07 % 0.47 % to 1.13 % 1.68 % to 2.94 % The expected term was based on the mid-point between the weighted average time to vesting and the contractual time to maturity . Most service-based options vest in three equal installments on the first, second and third anniversaries of the grant date. The risk free interest rate was based on the U.S. Treasury yield curve. The dividend yield was based on our expectation of not paying dividends on our common stock for the foreseeable future. 94 Table of Contents Performance-based options The following table summarizes performance-based stock option activity: Number of Options Outstanding (In thousands) Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In thousands) ($) Outstanding options at January 2, 2021 855 $ 5.50 3.42 $ 34,018 Exercised ( 805 ) 4.87 Forfeited — — Outstanding options at January 1, 2022 50 $ 15.70 5.56 $ 1,604 Vested and exercisable at January 1, 2022 50 $ 15.70 5.56 $ 1,604 There were no grants of performance-based options during fiscal years 2021, 2020, and 2019. There were no vests of performance-based options during fiscal year 2021. The fair value of performance-based options vested during fiscal years 2020 and 2019 was $ 1.4 million and $ 4.4 million, respectively. The aggregate intrinsic value of performance-based options exercised during fiscal years 2021, 2020, and 2019 was $ 37.3 million, $ 20.0 million, and $ 29.9 million, respectively. The following tables summarize RSU, PSU and RSA awards activity: RSUs (In thousands) Weighted average grant date fair value ($) PSUs (In thousands) Weighted average grant date fair value ($) RSAs (In thousands) Weighted average grant date fair value ($) Outstanding at January 2, 2021 454 $ 30.85 220 $ 34.36 22 $ 31.85 Granted 139 46.52 112 46.17 17 48.39 Vested ( 203 ) 30.37 — — ( 22 ) 31.85 Forfeited ( 26 ) 36.78 ( 15 ) 38.26 — — Outstanding at January 1, 2022 364 $ 36.67 317 $ 38.34 17 $ 48.39 Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 RSUs Weighted average grant date fair value of RSUs granted $ 46.52 $ 34.73 $ 29.56 Total fair value of RSUs vested (In thousands) $ 6,154 $ 1,346 $ 2,178 PSUs Weighted average grant date fair value of PSUs granted $ 46.17 $ 34.34 $ 34.50 Total fair value of PSUs vested (In thousands) $ — $ — $ — RSAs Weighted average grant date fair value of RSAs granted $ 48.39 $ 30.65 $ 29.18 Total fair value of RSAs vested (In thousands) $ 700 $ 534 $ 133 Restricted stock units (RSUs) Most RSUs vest in three equal installments on the first, second and third anniversaries of the grant date. The RSUs outstanding as of January 1, 2022 have $ 17.5 million intrinsic value. Performance stock units (PSUs) 95 Table of Contents PSUs are settled after the end of a three year performance period (i.e., cliff vesting), which begins on the first day of the grant year and are based on the Company’s achievement of certain performance targets. The performance stock units outstanding as of January 1, 2022 have $ 15.2 million intrinsic value. While the PSU amounts shown in the table above reflect achievement at target, the number of PSUs ultimately vested will be based on a comparison of certified performance results to predefined performance criteria that include threshold, target and maximum attainment levels. Restricted stock awards (RSAs) Most RSAs outstanding vest one year from grant date. As of fiscal year end 2021, the intrinsic value of the awards was $ 0.8 million. Associate Stock Purchase Plan (ASPP) Under the ASPP, eligible associates receive a 10 % discount from the market trading value of common stock of the Company at the time of purchase. Participants may contribute to the ASPP, not to exceed $ 25,000 under the ASPP in any calendar year. As of January 1, 2022, the amount of shares issued to eligible participants through the ASPP was not material. 6. Income taxes The income tax provision (benefit) consists of: In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Current income tax: Federal $ 138 $ 86 $ 443 State 4,242 2,550 864 Deferred income tax: Federal 15,015 ( 219 ) ( 2,972 ) State 1,686 ( 14 ) ( 644 ) Income tax provision (benefit) $ 21,081 $ 2,403 $ ( 2,309 ) Our income tax provision (benefit) differs from the amounts computed by multiplying earnings before income taxes by the statutory federal income tax rate as shown in the following table: In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Federal income tax provision at statutory rate $ 31,358 $ 8,123 $ 6,403 State income tax provision, net of federal income tax 7,130 1,755 1,387 Increase (decrease) in deferred tax asset valuation allowance ( 441 ) ( 216 ) ( 386 ) Stranded tax effect of matured interest rate swaps ( 2,125 ) — — Tax benefit of equity-based compensation deductions ( 14,408 ) ( 7,996 ) ( 10,089 ) Other, net ( 433 ) 737 376 Net income tax provision (benefit) $ 21,081 $ 2,403 $ ( 2,309 ) Effective income tax rate 14.1 % 6.2 % ( 7.6 ) % The Tax Legislation signed into law on December 22, 2017 makes broad and complex changes to the U.S. tax code including, but not limited to: (1) reducing the U.S. federal rate from 35% to 21%, effective January 1, 2018; (2) eliminating the corporate alternative minimum tax (“AMT”) and changing how the credits can be realized; (3) creating new limitations on deductions for interest expense; (4) changing rules related to limitations of net operating loss (“NOL”) carryforwards, and (5) enhancing and extending through 2026 the option to claim accelerated depreciation deductions on qualified property. 96 Table of Contents The sources of the differences between the financial accounting and tax bases of our assets and liabilities that give rise to the deferred tax assets and deferred tax liabilities and the tax effects of each are as follows: In thousands As of January 1, 2022 As of January 2, 2021 Deferred tax assets: NOL carry-forwards $ 4,068 $ 10,841 Deferred interest expense carry-forwards — 180 AMT payment and employment credits 2,290 3,541 Deferred revenue 5,700 5,498 Accrued expenses and reserves 10,020 9,361 Loss on equity and other investments 1,521 2,135 Stock-based compensation 5,167 5,135 Unrealized losses on hedging instruments 849 2,237 Operating lease liabilities 105,728 100,759 Other — 1,349 Subtotal 135,343 141,036 Valuation allowances ( 3,045 ) ( 3,486 ) Total net deferred tax assets 132,298 137,550 Deferred tax liabilities: Depreciation of property and equipment ( 50,019 ) ( 37,592 ) Amortization of intangible assets ( 72,111 ) ( 73,590 ) Convertible debt discount — ( 18,819 ) Right of use asset ( 90,751 ) ( 86,266 ) Other ( 2,263 ) ( 2,222 ) Total deferred tax liabilities ( 215,144 ) ( 218,489 ) Net deferred tax liabilities $ ( 82,846 ) $ ( 80,939 ) As of fiscal year end 2021, we had available U.S. federal NOL carry-forwards aggregating to $ 7.8 million that can be utilized to reduce future federal income taxes. The Company has $ 7.5 million of carry-forward losses that do not expire and $ 0.3 million of carry-forward losses expiring at the end of fiscal year 2037, respectively. In addition, we have NOL carry-forwards in varying amounts and with varying expiration dates in various states in which we operate. We believe it is more likely than not that we will realize a tax benefit for these NOL’s in the future except for $ 4.3 million of NOL carry-forwards ($ 0.9 million tax effected) on certain professional corporations where we recognized a full valuation allowance as of fiscal year end 2021. Non-expiring federal and state employment credits totaling $ 2.3 million are available to offset certain future taxes. We have a $ 1.5 million deferred income tax asset for capital losses associated with the losses realized on the sale of our equity method non-consolidated investee and other investments. We do not expect to generate significant capital gains in the near future. Therefore, we believe it is more likely than not that we will not realize a tax benefit for the majority of these deferred income tax assets, and accordingly we have established a full valuation allowance for the amount deemed unrealizable. As a result of our utilization of NOL carry-forwards to reduce or eliminate subsequent years’ tax obligations, our federal and a substantial number of our state income tax returns for fiscal years 2001 through 2021 remain open for examination by the tax authorities. The Company evaluates uncertain tax positions using a “more-likely-than-not” threshold, and recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by tax authorities. The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in-process audit activities and changes in facts or circumstances related to a tax position. 97 Table of Contents 7. Revenue From Contracts With Customers The majority of our annual revenues are recognized either at the point of sale or upon delivery and customer acceptance, paid for at the time of sale in cash, credit card, or on account with managed care payors having terms generally between 14 and 120 days, with most paying within 90 days. For sales of in-store non-prescription eyewear and related accessories, and paid eye exams, we recognize revenue at the point of sale. Our point in time revenues include 1) retail sales of prescription and non-prescription eyewear, contact lenses and related accessories to retail customers (including those covered by managed care), 2) eye exams and 3) wholesale sales of inventory in which our customer is another retail entity. Revenues recognized over time primarily include product protection plans, eye care club memberships and management fees earned from our Legacy partner. Revenues Recognized at a Point in Time Owned & Host Within our Owned & Host segment, product revenues include sales of prescription and non-prescription eyewear, contact lenses and related accessories to retail customers. For sales of in-store non-prescription eyewear and related accessories, we recognize revenue at the point of sale. For sales of prescription eyewear, we recognize revenue when the performance obligations identified under the terms of contracts with our customers are satisfied, which generally occurs, for products, when those products have been delivered and accepted by our customers. Within our Owned & Host segment services and plans revenues, eye exam services sold on a stand-alone basis are also recognized at the point of sale which occurs immediately after the exam is performed. Legacy Within our Legacy segment, product revenues include sales of prescription and non-prescription eyewear, contact lenses and related accessories to retail customers in transactions where the retail customer uses a managed-care payor; and wholesale sales of the same inventory types to the Legacy partner. The revenue recognition for the retail sales are identical to similar sales in the Owned & Host segment. Wholesale sales of inventory to the Legacy partner are recognized at the point in time when control of the inventory has been transferred in accordance with the contractual terms and conditions of sale. Since the wholesale sales of inventory to the Legacy partner are a separate performance obligation in our management & services agreement with the Legacy partner, we considered the appropriate allocation of consideration to wholesale inventory sales. We concluded that the difference between the stand-alone-selling price of the wholesale inventory and the contractual prices was not material. Within our Legacy segment services and plans revenues, eye exam services sold to retail customers are recognized at the point of sale which occurs immediately after the exam is performed. Corporate/Other Revenues from our non-reportable Corporate/Other segment are attributable to wholly owned subsidiaries AC Lens and FirstSight Vision Services Inc. (“FirstSight”). AC Lens sells contact lenses and optical accessory products to retail customers through e-commerce, and recognizes revenue when products have been delivered to the customer. AC Lens also distributes contact lenses at its cost to Walmart and Sam’s Club under fee for services arrangements. This revenue is recorded on a gross basis as AC Lens is the principal in the arrangement since AC Lens controls the products in those transactions before the products are transferred to the customer. FirstSight issues individual vision plans in connection with our America’s Best operations in California, and provides or arranges for the provision of optometric services at certain optometric offices next to Walmart and Sam’s Club stores in California. 98 Table of Contents Revenues Recognized Over Time Owned & Host Within our Owned & Host segment, services and plans revenues include revenues from product protection plans (i.e. warranties), eye care club memberships and HMO vision plan fees. We offer extended warranty plans in our Owned & Host segment that generally provide for repair and replacement of eyeglasses for primarily a one-year term after purchase. We recognize service revenue under these programs on a straight-line basis over the warranty or service period which is consistent with our efforts expended to satisfy the obligation. We offer three - or five-year eyecare club memberships in our Owned & Host segment to our contact lens customers. For these programs we apply the portfolio approach of recognizing revenues of contracts with similar characteristics and use estimates and assumptions that reflect the size and composition of the portfolio of contracts. We selected the portfolio approach because our historical club membership data demonstrate that our club customers behave similarly, such that the difference between the portfolio approach and calculating revenue of each individual contract is not material. We recognize revenue across the contract portfolio based on the value delivered to the customers relative to the remaining services promised under the programs. We determine the value delivered based on the expected timing and amount of customer usage of benefits over the terms of the contracts. The unamortized portion of amounts we collect in advance for these services and plans are reported as Deferred revenue (current and non-current portions) in the accompanying Consolidated Balance Sheets. Legacy Sales of services and plans in our Legacy segment include fees earned for managing the operations of our Legacy partner. These fees are recorded on a net basis and are based primarily on sales of products and product protection plans to non-managed care customers. We determined that under the terms of the arrangement our Legacy partner controls the products and services in the transaction with the retail customer and therefore we act as the agent in those transactions. We recognize this service revenue using the “right to invoice” method because our right to payment corresponds directly with the value of the management services provided to our Legacy partner. The following disaggregation of revenues depicts our revenues based on the timing of revenue recognition: In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Revenues recognized at a point in time $ 1,908,221 $ 1,569,757 $ 1,578,379 Revenues recognized over time 171,304 142,003 145,952 Total net revenue $ 2,079,525 $ 1,711,760 $ 1,724,331 Refer to Note 14. “Segment Reporting” for the Company’s disaggregation of net revenue by reportable segment and product type. As the reportable segments are aligned by similar economic factors, trends and customers, the reportable segment disaggregation view best depicts how the nature, amount and uncertainty of revenue and cash flows are affected by economic factors. 8. Leases In response to the COVID-19 pandemic, we began seeking relief from our landlords while our stores were temporarily closed to the public. On April 10, 2020, the Financial Accounting Standards Board staff issued a question-and-answer document providing guidance for lease concessions provided to lessees in response to the effects of COVID-19. Such guidance allows lessees to make an election to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when the concessions do not result in a substantial increase in the obligations of the lessee. During the second quarter of 2020, we reached rent concession agreements where certain of these concession arrangements included lease payment and term extensions between three and 12 months. The Company has elected to account for lease concessions and deferrals resulting directly from the COVID-19 pandemic as though the enforceable rights and obligations to the deferrals existed in the respective contracts at lease inception and will not account for the concessions as lease modifications, unless the concession results in a substantial increase in the Company’s obligations. The majority of leases where we received a concession did not result in a substantial increase in our obligations. Lease concessions of $ 0.4 million and $ 3.1 million were recorded in Other payables and accrued expenses as of January 1, 2022 and January 2, 2021, respectively. See Note 2. “Details of Certain Balance Sheet Accounts” for further details. 99 Table of Contents In thousands As of January 1, 2022 As of January 2, 2021 Type Classification ASSETS Finance Property and equipment, net (a) $ 19,390 $ 24,373 Operating Right of use assets (b) 354,900 340,141 Total leased assets $ 374,290 $ 364,514 LIABILITIES Current Liabilities: Finance Current maturities of long-term debt and finance lease obligations $ 3,999 $ 3,598 Operating Current operating lease obligations (c) 60,930 58,356 Other non-current liabilities: Finance Long-term debt and finance lease obligations, less current portion and debt discount 22,515 27,152 Operating Non-current operating lease obligations 342,241 327,371 Total lease liabilities $ 429,685 $ 416,477 As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the net present value of minimum lease payments. We used the incremental borrowing rate on December 30, 2018 for operating leases that commenced prior to that date. _________ (a) Finance lease assets are recorded net of accumulated amortization of $ 16.8 million and $ 12.4 million as of January 1, 2022 and January 2, 2021, respectively. (b) TIA and deferred rent are treated as reductions of lease payments used to measure ROU assets in the accompanying Consolidated Balance Sheets as of January 1, 2022 and January 2, 2021. (c) Current operating lease liabilities are measured net of TIA receivables of $ 6.6 million and $ 3.8 million as of January 1, 2022 and January 2, 2021, respectively. In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Operating lease cost Fixed lease cost (a) $ 84,019 $ 79,387 $ 73,971 Variable lease cost (b) 30,643 28,158 26,466 Sublease income (c) ( 3,557 ) ( 2,700 ) ( 2,930 ) Finance lease cost Amortization of finance lease assets 4,461 4,561 4,418 Interest on finance lease liabilities 2,923 3,656 3,573 Net lease cost $ 118,489 $ 113,062 $ 105,498 (a) Includes short-term leases, which are immaterial. (b) Includes costs for insurance, real estate taxes and common area maintenance expenses, which are variable as well as lease costs above minimum thresholds for Fred Meyer stores and lease costs for Military stores. (c) Income from sub-leasing of stores includes rental income from operating lease properties to independent optometrists. Lease Term and Discount Rate As of January 1, 2022 As of January 2, 2021 Weighted average remaining lease term (months) Operating leases 76 77 Finance leases 72 79 Weighted average discount rate (a) Operating leases 4.5 % 4.7 % Finance leases (b) 11.7 % 12.3 % (a) The discount rate used to determine the lease assets and lease liabilities was derived upon considering (i) incremental borrowing rates on our term loan and revolving credit facility; (ii) fixed rates on interest rate swaps; (iii) LIBOR margins for issuers of similar credit rating; and (iv) effect of collateralization. As a majority of our leases are five -year and 10 -year leases, we determined a lease discount rate for such tenors and determined this discount rate is reasonable for leases that were entered into during the period. (b) The discount rate on finance leases is higher than operating leases because the present value of minimum lease payments was higher than the fair value of leased properties for certain leases entered into prior to adoption of ASC 842. The discount rate differential for those leases is not material to our results of operations. 100 Table of Contents In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Other Information Operating cash outflows - operating leases $ 89,324 $ 84,913 $ 75,330 Right of use assets acquired under finance leases $ — $ 1,257 $ 9,713 Right of use assets acquired under operating leases $ 91,451 $ 68,081 $ 108,712 The following table summarizes the maturity of our lease liabilities as of January 1, 2022: In thousands Operating Leases (a) Finance Leases (b) Fiscal Year 2022 $ 77,373 $ 6,752 2023 84,471 6,252 2024 73,461 4,753 2025 68,409 4,913 2026 51,160 4,519 Thereafter 111,468 6,917 Total lease liabilities 466,342 34,106 Less: Interest 63,171 7,592 Present value of lease liabilities (c) $ 403,171 $ 26,514 _________ (a) Operating lease payments include $ 44.3 million related to options to extend lease terms that are reasonably certain of being exercised. (b) Finance lease payments include $ 1.7 million related to options to extend lease terms that are reasonably certain of being exercised. (c) The present value of lease liabilities excludes $ 24.5 million of legally binding minimum lease payments for leases signed but not yet commenced. 9. Fair Value Measurement General The Company uses a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s own market assumptions. The Company is required to measure certain assets and liabilities at fair value or disclose the fair values of certain assets and liabilities recorded at cost. Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated assuming the transaction occurs in the principal or most advantageous market for the asset or liability and includes consideration of non-performance risk and credit risk of both parties. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - Valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • Level 2 - Valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in inactive markets, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the instruments. • Level 3 - Valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are determined using model-based techniques that include discounted cash flow models and similar techniques. The fair value estimates of financial instruments are not necessarily indicative of the amounts we might pay or receive in actual market transactions. The use of different market assumptions and/or estimation methodologies may have a material impact on the estimated fair value amounts. 101 Table of contents Recurring fair value measurements Interest Rate Derivatives We recognize as assets or liabilities at fair value the estimated amounts we would receive or pay upon a termination of interest rate derivatives prior to their scheduled expiration dates. The fair value is based on information that is model-driven and whose inputs were observable (Level 2 inputs) such as LIBOR forward rates. See Note 12. “Interest Rate Derivatives” for further details. Non-recurring fair value measurements Tangible Long-lived and Right of Use (“ROU”) Store Assets We recognized impairments of $ 4.4 million, $ 22.0 million and $ 8.9 million in fiscal years 2021, 2020 and 2019, respectively, related to our long-lived tangible store assets and ROU assets. The impairments were primarily driven by lower than projected customer sales volume in certain stores. The cash flows used in estimating fair value were discounted using a market rate of 7.5 %. A decrease in the estimated cash flows would lead to a lower fair value measurement, as would an increase in the discount rate. These non-recurring fair value measurements are classified as Level 3 measurements in the fair value hierarchy. The estimated remaining fair value of the assets impaired during fiscal years 2021 and 2020 was $ 6.8 million and $ 30.6 million, respectively; the estimated remaining fair values include amounts estimated at various dates during the related fiscal years. Substantially all of the remaining fair value of the impaired store assets in fiscal years 2021 and 2020 represents the fair value of ROU assets. Refer to Note 1. “Business and Significant Accounting Policies.” Additional fair value information Cash Equivalents and Restricted Cash The carrying amount of cash equivalents and restricted cash approximates fair value due to the short term maturity of the instruments. All cash and cash equivalents are denominated in U.S. currency. Accounts Receivable, Net The carrying amount of accounts receivable approximates fair value due to the short-term nature of those items and the effect of credit losses. Accounts Payable and Other Payables and Accrued Expenses The carrying amounts of accounts payable and other payables and accrued expenses approximate fair value due to the short-term nature of those items. Long-term Debt - Term Loan and Revolving Credit Facility Since the borrowings under the term loan and revolving credit facility utilize variable interest rate setting mechanisms such as LIBOR, the fair values of these borrowings are deemed to approximate the carrying values. We also considered the effect of our own credit risk on the fair values of our term loan and revolving credit facility. Refer to Note 4. “Long-term Debt.” Long-term Debt - 2025 Notes The Company has $ 402.5 million in aggregate principal amount of 2.50 % convertible senior notes due on May 15, 2025 issued and outstanding as of January 1, 2022. The estimated fair value of the 2025 Notes was approximately $ 674.9 million as of January 1, 2022. The estimated fair value of the 2025 Notes is based on the prices the 2025 Notes have traded in the market as of January 1, 2022, as well as overall market conditions on the date of valuation, stated coupon rates, the number of coupon payments each year and the maturity dates, and represents a Level 2 measurement. Refer to Note 4. “Long-term Debt” for more information on the 2025 Notes. 102 Table of Contents 10. Deferred Revenue The following depicts a roll-forward of deferred revenue: Fiscal Year 2021 In thousands Product Protection Plans Eye Care Clubs Total Beginning of the year $ 34,147 $ 45,580 $ 79,727 Sold 80,690 57,639 138,329 Revenue recognized ( 76,198 ) ( 53,367 ) ( 129,565 ) End of year $ 38,639 $ 49,852 $ 88,491 Current $ 38,335 $ 26,990 $ 65,325 Non-current 304 22,862 23,166 $ 38,639 $ 49,852 $ 88,491 Fiscal Year 2020 In thousands Product Protection Plans Eye Care Clubs HMO Memberships Total Beginning of the year $ 30,911 $ 46,486 $ 3 $ 77,400 Sold 63,535 47,445 — 110,980 Revenue recognized ( 60,299 ) ( 48,351 ) ( 3 ) ( 108,653 ) End of year $ 34,147 $ 45,580 $ — $ 79,727 Current $ 33,810 $ 25,089 $ — $ 58,899 Non-current 337 20,491 — 20,828 $ 34,147 $ 45,580 $ — $ 79,727 Unsatisfied Performance Obligations (Contract Liabilities) We recognized $ 58.9 million of deferred revenues outstanding at the beginning of the period during the fiscal year ended 2021, and $ 70.7 million of revenues from sale of club memberships and product protection plans during the fiscal year ended 2021. We recognized $ 55.9 million of deferred revenues outstanding at the beginning of the period during the fiscal year ended 2020, and $ 52.8 million of revenues from sale of club memberships and product protection plans during the fiscal year ended 2020. Deferred revenue recorded as of fiscal year end 2021 is expected to be reflected in future operating results as follows: Fiscal Year In thousands 2022 $ 65,325 2023 17,424 2024 5,510 2025 175 2026 57 $ 88,491 103 Table of Contents 11. Commitments and Contingencies Contractual Commitments As of January 1, 2022, the Company had contractual commitments of approximately $ 118.1 million consisting of agreements for merchandise purchases, technology and advertising. Warranty Costs The Company records an allowance for the estimated amount of future warranty costs when the related revenue is recognized, which is recorded in Other payables and accrued expenses on the accompanying Consolidated Balance Sheets. Expense associated with warranty costs is presented in Cost of services and plans in the accompanying Consolidated Statements of Operations. Estimated future warranty costs are primarily based on historical experience of identified warranty claims. However, there can be no assurance that future warranty costs will not exceed historical amounts. The following details the activity in our product warranty liability accounts: In thousands Fiscal Year 2021 Fiscal Year 2020 Beginning of year balance $ 2,229 $ 1,881 Accrued obligation 33,906 28,415 Claims paid ( 34,072 ) ( 28,067 ) End of year balance $ 2,063 $ 2,229 401(k) Plan The Company sponsors a 401(k) plan into which associates may defer a portion of their wages. We match a portion of such deferred wages. The expense for the plan was $ 8.7 million, $ 5.3 million and $ 5.3 million in the fiscal years ended 2021, 2020 and 2019, respectively. Expense associated with our 401(k) plan is presented in SG&A in the Consolidated Statements of Operations. Legal Proceedings From time to time, the Company is involved in various legal proceedings incidental to its business. Because of the nature and inherent uncertainties of litigation, we cannot predict with certainty the ultimate resolution of these actions and, should the outcome of these actions be unfavorable, the Company’s business, financial position, results of operations or cash flows could be materially and adversely affected. The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If either or both of the criteria are not met, we reassess whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, we disclose the estimate of the amount of the loss or range of losses, or that an estimate of loss cannot be made. The Company expenses its legal fees as incurred. We are currently and may in the future become subject to various claims and pending or threatened lawsuits in the ordinary course of our business. Eyeglass World, LLC, which was acquired by the Company in 2009, is a defendant in a state court action filed on July 24, 2017 by a former sublease holder in Albuquerque, New Mexico. The lawsuit seeks compensatory and punitive damages for claims of conversion, misappropriation of trade secrets, negligent misrepresentation, and tortious interference with existing and prospective contractual relationships arising from the Company’s alleged unauthorized use of confidential information. On January 31, 2022, in order to avoid the burden and expense of further litigation, the parties agreed to a settlement of all claims alleged by the plaintiff. On February 9, 2022, the Company paid the settlement amount and on February 11, 2022, a notice of stipulated dismissal with prejudice was filed by the parties with the court to dismiss the action. 12. Interest Rate Derivatives We are party to an interest rate collar to offset the variability of cash flows in LIBOR-indexed debt interest payments. The aggregate notional amount of the interest rate collar was $ 375.0 million as of January 1, 2022. The fair value of our interest rate collar instrument was $ 3.3 million as of January 1, 2022 and is not designated as a cash flow hedge. The interest rate swaps we held at the end of fiscal year 2020 matured in the first quarter of 2021. The fair value of our interest rate derivative instruments was $ 12.8 million as of January 2, 2021, $ 1.5 million of which was designated as a cash flow hedge. See Note 2. “Details of Certain Balance Sheet Accounts” and Note 9. “Fair Value Measurement” for further details. 104 Table of contents Due to changes in the interest rates applicable to the Company’s term loan and revolving credit facility during f iscal year 2020 , the interest rate collar ceased to be a highly effective hedge. Gains (losses) on the change in fair value of the interest rate collar of approximately $ 4.2 million and $( 2.6 ) million were recorded in interest expense, net during fiscal years 2021 and 2020, respectively. Interest expense, net related to our interest rate derivatives considered to be highly effective hedges for fiscal years 2021 and 2020 was $ 1.5 million and $ 7.7 million, respectively. Cash flows related to derivatives qualifying as hedges are included in the same section of the Consolidated Statements of Cash Flows as the underlying assets and liabilities being hedged. Cash flows during fiscal years 2021 and 2020 related to derivatives not qualifying as hedges were included in the operating section of the Consolidated Statements of Cash Flows and were immaterial. Certain forecasted hedged transactions were deemed not probable of occurring as a result of the Company’s repayments of debt balances. During the second quarter of 2020, as a result of the partial repayment of the Company’s LIBOR based debt balances, the Company subsequently reclassified net unrealized losses of approximately $ 2.5 million from AOCL to interest expense, net during fiscal year 2020. During the second and fourth quarters of 2021 , as a result of the partial repayments of the Company’s LIBOR based term-loan debt balances, the Company subsequently reclassified unrealized losses of $ 3.4 million from AOCL to interest expense, net during fiscal year 2021 . As of January 1, 2022, the Company expects to reclassify approximately $ 0.8 million of unrealized losses on derivative instruments, net of tax, from AOCL into earnings in the next 12 months as the derivative instruments mature. See Note 15. “Accumulated Other Comprehensive Loss” for further details. 13. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding for the period and includes the dilutive impact of potential new shares issuable upon vesting and exercise of stock options, vesting of restricted stock units, and assumed conversion of $ 402.5 million of aggregate principal amount of 2025 Notes. Potential shares of common stock are excluded from the computation of diluted EPS if their effect is anti-dilutive. Diluted EPS related to the 2025 Notes is calculated using the if-converted method; the number of dilutive shares is based on the initial conversion rate associated with the 2025 Notes. Prior to the fourth quarter of the fiscal year 2020, we intended to settle the principal amount of the outstanding 2025 Notes in cash and, therefore, used the treasury stock method for calculating the potential effect of dilutive securities related to the 2025 Notes, if applicable. A reconciliation of the numerators and denominators of the basic and diluted EPS calculations is as follows: In thousands, except EPS Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Net income $ 128,244 $ 36,277 $ 32,798 After-tax interest expense for 2025 Notes 9,483 — — Numerator for diluted EPS $ 137,727 $ 36,277 $ 32,798 Weighted average shares outstanding for basic EPS 81,820 80,565 78,608 Effect of dilutive securities: Stock options 919 1,737 3,019 Restricted Stock 483 183 56 2025 Notes 12,912 308 — Weighted average shares outstanding for diluted EPS 96,134 82,793 81,683 Basic EPS $ 1.57 $ 0.45 $ 0.42 Diluted EPS $ 1.43 $ 0.44 $ 0.40 Anti-dilutive options, RSUs outstanding, and 2025 Notes excluded from EPS 94 13,325 294 14. Segment Reporting The Company’s reportable segments were determined on the same basis as used by the Chief Operating Decision Maker (“CODM”) to evaluate performance internally. Our operations consist of two reportable segments: 105 Table of Contents • Owned & Host store brands - Our owned brands consist of our America’s Best and Eyeglass World operating segments. In America’s Best stores, vision care services are provided by optometrists employed either by us or by independent professional corporations. Eyeglass World locations primarily feature independent optometrists to perform eye exams and on-site laboratories. Our two Host operating segments consist of Military and Fred Meyer. These brands provide eye exams principally by independent optometrists in nearly all locations. We have aggregated our America’s Best, Eyeglass World, Military and Fred Meyer operating segments into a single reportable segment due to similar economic characteristics and similarity of the nature of products and services, production processes, class of customers, regulatory environment and distribution methods of those brands. • Legacy - The Company manages the operations of, and supplies inventory and lab processing services to, 230 Legacy retail Vision Centers. We earn management fees as a result of providing such services and therefore we record revenue related to sales of products and product protection plans to our Legacy partner’s customers on a net basis. We also sell to our Legacy partner wholesale merchandise that is stocked in retail locations, and provide central lab processing for the finished eyeglasses and frames expected to be sold to our Legacy partner’s customers. We lease space from our Legacy partner within or adjacent to each of the locations we manage and use this space for providing optometric examination services. Sales of services and plans in our Legacy segment consist of fees earned for managing the operations of our Legacy partner and revenues associated with the provision of eye exams for our managed care customers. Revenues associated with managing operations of our Legacy partner were $ 41.7 million, $ 33.4 million and $ 35.5 million for fiscal years ended 2021, 2020 and 2019, respectively. Our management & services agreement also allows our Legacy partner to collect penalties if the Vision Centers do not generate a requisite amount of revenues. No such penalties have been assessed under our current arrangement. On January 22, 2020, we entered into an amendment to our management & services agreement with Walmart which provided for a six month extension of the term and added five additional Vision Centers in Walmart stores to the agreement in fiscal year 2020. On July 17, 2020, NVI and Walmart entered into a further amendment to the management & services agreement, to extend the current term and economics of the agreement by three years , to February 23, 2024, and provide that the agreement will automatically renew for an additional three year term unless, no later than seven months prior to the end of the term, one party gives the other party written notice of non-renewal. In addition, the amendment deleted certain provisions that are no longer applicable and updated certain administrative provisions. All other terms and conditions of the agreement remain in effect. The “Corporate/Other” category includes the results of operations of our other operating segments and corporate overhead support. Revenues from the Corporate/Other segments are attributable to the AC Lens and FirstSight operating segments. AC Lens primarily sells contact lenses and optical accessory products to retail customers through e-commerce. AC Lens also distributes contact lenses to certain Walmart and Sam’s Club under fee for services arrangements. FirstSight sells single service health plans in connection with the operations of America’s Best operations in California, and arranges for the provision of optometric services at the offices next to Walmart and Sam’s Club stores throughout California. None of those segments met the quantitative thresholds for determining reportable segments for any of the periods presented. The “Reconciliations” category represents other adjustments to reportable segment results necessary for the presentation of consolidated financial results in accordance with U.S. GAAP for the two reportable segments. The operating segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by our CODM to allocate resources and assess performance. Our CODM is our chief executive officer. The Company considers each of our brands to be an operating segment and has further concluded that presenting the results of our reportable segments provides meaningful information consistent with the objectives of ASC 280, Segment Reporting . Strategic initiatives and financial objectives for each reportable segment are determined at the corporate level. Each operating segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives, and has a general manager responsible for the sales and marketing initiatives and financial results for product lines within the segment. 106 Table of Contents Our reportable segment profit measure is earnings before interest, tax, depreciation and amortization (“EBITDA”), or net revenue, less costs applicable to revenue, less SG&A expenses. Depreciation and amortization, asset impairment and other corporate costs that are not allocated to the reportable segments (including interest expense) are excluded from segment EBITDA. There are no revenue transactions between our reportable segments. There are no differences between the measurement of our reportable segments’ assets and consolidated assets. There have been no changes from prior periods in the measurement methods used to determine reportable segment profit or loss, and there have been no asymmetrical allocations to segments. We incurred $ 1.5 million and $ 8.6 million of costs during fiscal years 2021 and 2020, respectively, directly related to adapting the Company’s operations to the COVID-19 pandemic such as personal protective equipment and other supplies needed to operate our stores safely and certain other costs such as compensation, a tangible appreciation bonus paid to our customer-facing doctors and associates in fiscal year 2020, and other administrative expenses. Incremental expenses related to the COVID-19 pandemic were allocated to the reportable segments in fiscal year 2021 but were included in the Corporate/Other category in fiscal year 2020. The following is a summary of certain financial data for each of our segments. Reportable segment information is presented on the same basis as our consolidated financial statements, except for net revenue and associated costs applicable to revenue, which are presented on a cash basis, including point of sales for managed care payors and excluding the effects of unearned and deferred revenue, consistent with what the CODM regularly reviews. Asset information is not included in the following summary since the CODM does not regularly review such information for the reportable segments. Fiscal Year 2021 In thousands Owned & Host Legacy Corporate/Other Reconciliations Total Net product sales $ 1,375,983 $ 103,249 $ 236,299 $ 2,813 $ 1,718,344 Net sales of services and plans 307,732 62,228 — ( 8,779 ) 361,181 Total net revenue 1,683,715 165,477 236,299 ( 5,966 ) 2,079,525 Cost of products 377,489 49,258 205,670 699 633,116 Cost of services and plans 246,342 25,321 — — 271,663 Total costs applicable to revenue 623,831 74,579 205,670 699 904,779 SG&A 618,413 57,838 224,547 — 900,798 Asset impairment — — 4,427 — 4,427 Other expense (income), net — — ( 2,505 ) — ( 2,505 ) EBITDA $ 441,471 $ 33,060 $ ( 195,840 ) $ ( 6,665 ) Depreciation and amortization 97,089 Interest expense, net 25,612 Income before income taxes $ 149,325 107 Table of Contents Fiscal Year 2020 In thousands Owned & Host Legacy Corporate/Other Reconciliations Total Net product sales $ 1,097,749 $ 90,909 $ 234,403 $ ( 4,778 ) $ 1,418,283 Net sales of services and plans 244,650 51,108 — ( 2,281 ) 293,477 Total net revenue 1,342,399 142,017 234,403 ( 7,059 ) 1,711,760 Cost of products 307,813 43,452 201,880 ( 1,362 ) 551,783 Cost of services and plans 210,313 23,777 751 — 234,841 Total costs applicable to revenue 518,126 67,229 202,631 ( 1,362 ) 786,624 SG&A 489,449 51,809 183,727 — 724,985 Asset impairment — — 22,004 — 22,004 Other expense (income), net — — ( 445 ) — ( 445 ) EBITDA $ 334,824 $ 22,979 $ ( 173,514 ) $ ( 5,697 ) Depreciation and amortization 91,585 Interest expense, net 48,327 Income before income taxes $ 38,680 Fiscal Year 2019 In thousands Owned & Host Legacy Corporate/Other Reconciliations Total Net product sales $ 1,076,315 $ 105,450 $ 245,206 $ ( 835 ) $ 1,426,136 Net sales of services and plans 248,685 54,599 12 ( 5,101 ) 298,195 Total net revenue 1,325,000 160,049 245,218 ( 5,936 ) 1,724,331 Cost of products 310,790 48,712 215,052 ( 203 ) 574,351 Cost of services and plans 206,878 25,289 1 — 232,168 Total costs applicable to revenue 517,668 74,001 215,053 ( 203 ) 806,519 SG&A 508,239 56,235 180,014 — 744,488 Asset impairment — — 8,894 — 8,894 Other expense (income), net — — 3,611 — 3,611 Loss on extinguishment of debt — — 9,786 — 9,786 EBITDA $ 299,093 $ 29,813 $ ( 172,140 ) $ ( 5,733 ) Depreciation and amortization 87,244 Interest expense, net 33,300 Income before income taxes $ 30,489 Entity-wide Information The following table presents our consolidated net product revenue information: In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Net Product Sales Eyeglasses and sunglasses $ 1,201,386 $ 946,025 $ 947,729 Contact lenses 509,992 466,262 471,042 Accessories and other 6,966 5,996 7,365 Total net product revenues $ 1,718,344 $ 1,418,283 $ 1,426,136 In fiscal years 2021 and 2020, respectively, revenues from Walmart, recognized in our Legacy segment and Corporate/Other category, represented $ 300.8 million and $ 268.6 million of our total net revenue, subjecting us to customer concentration risk. 108 Table of Contents 15. Accumulated Other Comprehensive Loss Changes in the fair value of the Company’s cash flow hedge derivative instruments from their inception are recorded in AOCL if the instruments are deemed to be highly effective as cash flow hedges. The following table presents the changes in AOCL, net of tax during the fiscal years 2021, 2020 and 2019, respectively: In thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Cash flow hedging activity Balance at beginning of fiscal year $ ( 4,400 ) $ ( 3,814 ) $ ( 2,810 ) Other comprehensive income (loss) before reclassification ( 10 ) ( 11,108 ) ( 5,814 ) Tax effect of other comprehensive income (loss) before reclassification 3 2,830 1,489 Amount reclassified from AOCL 6,168 10,328 4,464 Tax effect of amount reclassified from AOCL ( 1,576 ) ( 2,636 ) ( 1,143 ) Stranded tax effect of matured interest rate swaps ( 2,125 ) — — Net current period other comprehensive income (loss), net of tax 2,460 ( 586 ) ( 1,004 ) Balance at end of fiscal year $ ( 1,940 ) $ ( 4,400 ) $ ( 3,814 ) See Note 12. “Interest Rate Derivatives” for a description of the Company’s use of cash flow hedging derivatives. 109 Table of Contents Schedule I - Condensed Financial Information of Registrant National Vision Holdings, Inc. and Subsidiaries (Parent Company Only) Condensed Balance Sheets In Thousands, Except Par Value As of January 1, 2022 As of January 2, 2021 ASSETS Current assets: Cash and cash equivalents $ 1,683 $ 10 Accounts receivable, net — 1,409 Prepaid expenses and other current assets 734 5 Total current assets 2,417 1,424 Deferred income taxes 4,975 — Investment in subsidiary 1,388,583 1,268,846 Total non-current assets 1,393,558 1,268,846 Total assets $ 1,395,975 $ 1,270,270 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Other payables and accrued expenses $ 1,342 $ 1,341 Long-term debt, less current portion and debt discount 394,514 309,377 Non-current liabilities: Other liabilities 74,139 36,308 Deferred income taxes — 16,742 Total other non-current liabilities 74,139 53,050 Stockholders’ equity: Common stock, $ 0.01 par value; 200,000 shares authorized; 83,840 and 82,183 shares issued as of January 1, 2022 and January 2, 2021, respectively; 81,405 and 81,239 shares outstanding as of January 1, 2022 and January 2, 2021, respectively 838 821 Additional paid-in capital 750,478 795,697 Accumulated other comprehensive loss ( 1,940 ) ( 4,400 ) Retained earnings 278,395 142,880 Treasury stock, at cost; 2,435 and 944 shares as of January 1, 2022 and January 2, 2021, respectively ( 101,791 ) ( 28,496 ) Total stockholders’ equity 925,980 906,502 Total liabilities and stockholders’ equity $ 1,395,975 $ 1,270,270 Note: Fiscal year 2021 includes 52 weeks. Fiscal year 2020 includes 53 weeks. The accompanying notes are an integral part of these condensed financial statements. 110 Table of Contents Schedule I - Condensed Financial Information of Registrant National Vision Holdings, Inc. And Subsidiaries (Parent Company Only) Condensed Statements of Operations and Comprehensive Income In Thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Total net revenue $ — $ — $ — Total costs applicable to revenue — — — Total operating expenses 256 264 256 Interest expense, net 12,275 17,296 — Earnings (loss) before income taxes ( 12,531 ) ( 17,560 ) ( 256 ) Income tax provision (benefit) ( 2,898 ) ( 3,959 ) 71 Earnings (loss) before equity in net income of subsidiaries ( 9,633 ) ( 13,601 ) ( 327 ) Net income of subsidiaries 137,877 49,878 33,125 Net income $ 128,244 $ 36,277 $ 32,798 Comprehensive income: Net income $ 128,244 $ 36,277 $ 32,798 Unrealized gain (loss) on hedge instruments 6,158 ( 780 ) ( 1,350 ) Tax provision (benefit) of unrealized gain (loss) on hedge instruments 3,698 ( 194 ) ( 346 ) Comprehensive income $ 130,704 $ 35,691 $ 31,794 Note: Fiscal years 2021 and 2019 include 52 weeks. Fiscal year 2020 includes 53 weeks. The accompanying notes are an integral part of these condensed financial statements. 111 Table of Contents Schedule I - Condensed Financial Information of Registrant National Vision Holdings, Inc. and Subsidiaries (Parent Company Only) Condensed Statements of Cash Flows In Thousands Fiscal Year 2021 Fiscal Year 2020 Fiscal Year 2019 Cash flows from operating activities Net cash provided by operating activities $ 16,530 $ 1,189 $ 25,455 Cash flows from investing activities Investment in subsidiary 46,600 ( 404,537 ) ( 15,090 ) Net cash provided by (used for) investing activities 46,600 ( 404,537 ) ( 15,090 ) Cash flows from financing activities Borrowings on long-term debt, net of discounts — 402,500 — Proceeds from issuance of common stock 11,838 13,105 15,090 Purchase of treasury stock ( 73,295 ) ( 689 ) ( 25,646 ) Payments of debt issuance costs — ( 11,613 ) — Net cash provided by (used for) financing activities ( 61,457 ) 403,303 ( 10,556 ) Net change in cash and cash equivalents 1,673 ( 45 ) ( 191 ) Cash and cash equivalents, beginning of year 10 55 246 Cash and cash equivalents, end of year $ 1,683 $ 10 $ 55 Note: Fiscal years 2021 and 2019 include 52 weeks. Fiscal year 2020 includes 53 weeks. The accompanying notes are an integral part of these condensed financial statements. 112 Table of Contents Schedule I - Condensed Financial Information of Registrant National Vision Holdings, Inc. and Subsidiaries (Parent Company Only) Notes to Condensed Financial Statements 1. Basis of Presentation National Vision Holdings, Inc. (“NVHI,” or the “Company”) conducts substantially all of its activities through its indirect wholly owned subsidiary, National Vision, Inc. (“NVI”) and its subsidiaries. NVHI was incorporated in Delaware on February 14, 2014 under the name Nautilus Parent, Inc. There were no financial transactions between the inception date and March 13, 2014, the date the majority ownership of NVI was transferred from private equity funds managed by Berkshire Partners LLC to affiliates of Kohlberg Kravis Roberts & Co. L.P. In the parent-company-only financial statements, NVHI’s investment in subsidiaries is stated at cost, plus equity in undistributed earnings of subsidiaries since the date of acquisition, less dividends. The parent-company-only financial statements should be read in conjunction with the NVHI consolidated financial statements. In May 2020, the Company issued $ 402.5 million principal amount of 2.50 % convertible senior notes due 2025. The 2025 Notes pay interest semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2020, at an annual rate of 2.50 % and are convertible into cash, shares of common stock or a combination of cash and shares of common stock, at our election, based on the applicable conversion rate at such time. NVHI contributed the proceeds from of the 2025 Notes to NVI as additional investments during the fiscal year 2020. See Note 4. “Long-term Debt” to the NVHI consolidated financial statements for details of the 2025 Notes. 2. Guarantees and Restrictions As described in Note 4. “Long-term Debt” to the NVHI consolidated financial statements, NVI used proceeds from the 2025 Notes to fully repay the outstanding amount on its revolving credit facility of $ 294.3 million and partially repaid $ 75 million on the term loan. As of January 1, 2022, NVI had $ 150.0 million of principal amount of long-term debt outstanding under its term loan and no outstanding balance under its $ 300.0 million revolving credit facility, which includes $ 6.4 million in outstanding letters of credit. Under the terms of NVI’s amended credit agreement, provided no event of default has occurred and is continuing, NVI is permitted to pay dividends to NVHI with certain restrictions. 113 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.