Business Wire | Aug 12, 2021 06:00AM EDT

National Vision Holdings, Inc. Reports Second Quarter 2021 Financial Results; Raises Fiscal 2021 Outlook

Aug. 12, 2021

DULUTH, Ga.--(BUSINESS WIRE)--Aug. 12, 2021--National Vision Holdings, Inc. (NASDAQ: EYE) ("National Vision" or the "Company") today reported its financial results for the second quarter ended July 3, 2021.

Given the lack of comparability to the second quarter of fiscal 2020 when the Company temporarily closed all of its retail locations to the public through early June due to COVID-19, this release includes a comparison of fiscal 2021 results to fiscal 2019 pre-COVID results, in addition to a condensed comparison to fiscal 2020. For a complete discussion of fiscal 2021 results as compared to fiscal 2020, please see our Quarterly Report on Form 10-Q for the quarter ended July 3, 2021 filed with the Securities and Exchange Commission.

"The National Vision team delivered exceptionally strong results for the second quarter," stated Reade Fahs, chief executive officer. "We believe our continued operating momentum further demonstrates the benefit from the hastening of industry trends that favor our low price model and strong store-level execution to meet heightened demand for affordable eyewear and eye care. I would like to thank the 2,000-plus optometrists and over 13,000 associates at National Vision for their continued resilience and commitment to serve our patients and customers."

Mr. Fahs continued, "During the quarter, we opened 20 stores and achieved another major milestone, as our trailing twelve month net revenue surpassed $2 billion. Also, we were pleased by the positive trend in customer transactions throughout the quarter, especially in June when we lapped record re-opening results last year. Looking ahead, we continue to be excited about our long-term opportunities for expansion and market share growth. Given our consistent performance since re-opening last year and our safety first approach, we are confident in our ability to navigate the challenging and dynamic environment and remain in a position of strength to drive long-term value for our stakeholders."

Adjusted Comparable Store Sales Growth, Adjusted Operating Income, Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Operating Margin, Adjusted EBITDA Margin, and EBITDA are not measures recognized under generally accepted accounting principles ("GAAP"). Please see "Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP to GAAP Financial Measures" below for more information.

Second Quarter 2021 Summary compared to Second Quarter 2019

* Net revenue increased 28.0% to $549.5 million compared to the second quarter of 2019. * The impact from the timing of unearned revenue on net revenue and profitability was immaterial. * Comparable store sales growth was 22.5% and Adjusted Comparable Store Sales Growth was 23.5%. * During the second quarter of 2021, the Company opened 20 new stores, closed one store, and ended the quarter with 1,249 stores. Overall, store count grew 10.7% from June 29, 2019 to July 3, 2021. * Costs applicable to revenue increased 16.5% to $235.9 million compared to the second quarter of 2019. As a percentage of net revenue, costs applicable to revenue decreased 430 basis points to 42.9% compared to the second quarter of 2019. This decrease as a percentage of net revenue was primarily driven by lower growth in optometrist costs, increased eyeglass mix and higher eyeglass margin. * SG&A increased 28.5% to $234.2 million compared to the second quarter of 2019. As a percentage of net revenue, SG&A increased 20 basis points to 42.6% compared to the second quarter of 2019. This increase as a percentage of net revenue was primarily driven by higher stock compensation expense, higher performance-based incentive compensation and higher advertising investment, partially offset by leverage of corporate overhead and occupancy expenses. * Net income increased 267% to $37.6 million compared to the second quarter of 2019. * Diluted earnings per share increased 230% to $0.42 compared to the second quarter of 2019. Adjusted Diluted EPS increased 163% to $0.48 compared to the second quarter of 2019. * Adjusted Operating Income increased 125% to $65.6 million compared to the second quarter of 2019. Adjusted Operating Margin increased 510 basis points to 11.9% compared to the second quarter of 2019.

Second Quarter 2021 Summary compared to Second Quarter 2020 (condensed)

* Net revenue increased 111% to $549.5 million compared to the second quarter of 2020. * Net revenue was positively impacted by 16.5% due to the timing of unearned revenue. * Comparable store sales growth was 99.1% and Adjusted Comparable Store Sales Growth was 76.7%. * The Company opened 20 new stores, closed one store, and ended the quarter with 1,249 stores. Overall, store count grew 5.5% from June 27, 2020 to July 3, 2021. * Net income increased 186% to $37.6 million compared to the second quarter of 2020. * Diluted earnings (loss) per share increased 176% to $0.42 compared to the second quarter of 2020. Adjusted Diluted EPS (loss) increased 217% to $0.48 compared to the second quarter of 2020. The net change in margin on unearned revenue positively impacted Adjusted Diluted EPS by $0.29. * Adjusted Operating Income increased 290% to $65.6 million compared to the second quarter of 2020. Adjusted Operating Margin increased 2,510 basis points to 11.9% compared to the second quarter of 2020. The net change in margin on unearned revenue positively impacted Adjusted Operating Income by $32.5 million.

Six-Month Period 2021 Summary compared to Six-Month Period 2019

* Net revenue increased 21.7% to $1.1 billion compared to the same period of 2019. * Net revenue was negatively impacted by 0.8% due to the timing of unearned revenue. * Comparable store sales growth was 15.5% and Adjusted Comparable Store Sales Growth was 16.7%. * The Company opened 45 new stores, closed one store, and ended the period with 1,249 stores. * Costs applicable to revenue increased 11.1% to $460.6 million compared to the same period of 2019. As a percentage of net revenue, costs applicable to revenue decreased 400 basis points to 42.5% compared to the same period of 2019. This decrease as a percentage of net revenue was primarily driven by higher eyeglass margin, a higher mix of exam sales, and a lower growth in optometrist costs. * SG&A increased 21.7% to $457.8 million compared to the same period of 2019. As a percentage of net revenue, SG&A was unchanged at 42.2% compared to the same period of 2019. As a percentage of net revenue, the leverage of corporate overhead, occupancy and advertising expenses was offset by higher performance-based incentive compensation and higher stock compensation expense. * Net income increased 193% to $81.0 million compared to the same period of 2019. * Diluted earnings per share increased 163% to $0.89 compared to the same period of 2019. Adjusted Diluted EPS increased 96.3% to $0.97 compared to the same period of 2019. The net change in margin on unearned revenue negatively impacted Adjusted Diluted EPS by $0.04. * Adjusted Operating Income increased 85.7% to $133.2 million compared to the same period of 2019. Adjusted Operating Margin increased 420 basis points to 12.3% compared to the same period of 2019. The net change in margin on unearned revenue negatively impacted Adjusted Operating Income by $5.8 million.

Six-Month Period 2021 Summary compared to Six-Month Period 2020 (condensed)

* Net revenue increased 48.5% to $1.1 billion compared to the same period of 2020. * Net revenue was positively impacted by 1.1% due to the timing of unearned revenue. * Comparable store sales growth was 48.9% and Adjusted Comparable Store Sales Growth was 53.3%. * Net income increased 338% to $81.0 million compared to the same period of 2020. * Diluted earnings (loss) per share increased 310% to $0.89 compared to the same period of 2020. Adjusted Diluted EPS (loss) increased 855% to $0.97 compared to the same period of 2020. The net change in margin on unearned revenue positively impacted Adjusted Diluted EPS by $0.07. * Adjusted Operating Income increased to $133.2 million compared to the same period of 2020. Adjusted Operating Margin increased 1,180 basis points to 12.3% compared to the same period of 2020. The net change in margin on unearned revenue positively impacted Adjusted Operating Income by $6.1 million.

Balance Sheet and Cash Flow Highlights as of July 3, 2021

* The Company's cash balance was $408.3 million as of July 3, 2021. The Company had no borrowings under its $300.0 million first lien revolving credit facility, exclusive of letters of credit of $6.4 million. * Total debt was $620.4 million as of July 3, 2021, consisting of outstanding first lien term loans, convertible senior notes and finance lease obligations, net of unamortized discounts. * In June 2021, the Company voluntarily prepaid $117.4 million in existing Term A loans. In addition, the Company amended its credit agreement to reduce the applicable margin for interest rate calculations and modify certain financial covenants back to pre-COVID terms. * Cash flows from operating activities for the first six-months of 2021 were $189.8 million compared to $71.4 million for the same period of 2020 and $119.3 million for the same period of 2019. * Capital expenditures for the first six-months of 2021 totaled $38.8 million compared to $25.8 million for the same period of 2020 and $52.1 million for the same period of 2019.

Fiscal 2021 Outlook

The Company's updated fiscal 2021 outlook reflects the currently expected impacts related to COVID-19, however, the ultimate impacts of COVID-19 on the Company's financial outlook remain uncertain. The outlook shown below assumes no material deterioration to the Company's current business operations as a result of COVID-19 and its variants, governmental actions and regulations. Given the uncertainties, dynamic nature, variants, and unknown duration of the pandemic, the Company is continuing to evaluate additional measures that may be taken to respond to the impact of COVID-19 on its business.

The Company is providing the following updated outlook for the 52 weeks ending January 1, 2022:

Updated Fiscal 2021 Prior Fiscal 2021 Outlook Outlook

New Stores ~75 ~75

Adjusted Comparable Store Sales 19% - 22% 16% - 19%Growth^1

Net Revenue $2.01 - $2.06 billion $1.975 - $2.025 billion

Adjusted Operating Income $180 - $187 million $155 - $162 million

Adjusted Diluted EPS^2 $1.28 - $1.33 $1.07 - $1.12

Depreciation and Amortization^3 ~$98 million $97 - $98 million

Interest^4 ~$25 million ~$28 million

Tax Rate^5 ~26% ~26%

Capital Expenditures $100 - $105 million $100 - $105 million



1 - For the 52 weeks ending January 1, 2022 compared to the 52 weeks endedJanuary 2, 2021

2 - Assumes 96.3 million shares, including 12.9 million shares for theconvertible notes calculated using the if-converted method

3 - Includes amortization of acquisition intangibles of approximately $7.5million for the 52 weeks ending January 1, 2022

4 - Before the impact of gains or losses related to hedge ineffectiveness andcharges related to amortization of debt discounts and deferred financing costs

5 - Excluding the impact of stock option exercises

The fiscal 2021 outlook information provided above includes Adjusted Operating Income and Adjusted Diluted EPS guidance, which are non-GAAP financial measures management uses in measuring performance. The Company is not able to reconcile these forward-looking non-GAAP measures to GAAP without unreasonable efforts because it is not possible to predict with a reasonable degree of certainty the actual impact of certain items and unanticipated events, including taxes and non-recurring items, which would be included in GAAP results. The impact of such items and unanticipated events could be potentially significant.

The fiscal 2021 outlook is forward-looking, subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and based upon assumptions with respect to future decisions, which are subject to change. Actual results may vary and those variations may be material. As such, the Company's results may not fall within the ranges contained in its fiscal 2021 outlook. The Company uses these forward looking measures internally to assess and benchmark its results and strategic plans.

Conference Call Details

A conference call to discuss the second quarter 2021 financial results is scheduled for today, August 12, 2021, at 10:00 a.m. Eastern Time. The U.S. toll free dial-in for the conference call is 866-754-6931 and the international dial-in is 636-812-6625. The conference passcode is 5298057. A live audio webcast of the conference call will be available on the "Investors" section of the Company's website www.nationalvision.com/investors, where presentation materials will be posted prior to the conference call.

A telephone replay will be available shortly after the broadcast through Thursday, August 19, 2021, by dialing 855-859-2056 from the U.S. or 404-537-3406 from international locations, and entering conference passcode 5298057. A replay of the audio webcast will also be archived on the "Investors" section of the Company's website.

About National Vision Holdings, Inc.

National Vision Holdings, Inc. is the second largest optical retail company in the United States (by sales) with more than 1,200 retail stores in 44 states plus the District of Columbia and Puerto Rico. With a mission of helping people by making quality eye care and eyewear more affordable and accessible, the Company operates five retail brands: America's Best Contacts & Eyeglasses, Eyeglass World, Vision Centers inside select Walmart stores, and Vista Opticals inside select Fred Meyer stores and on select military bases, and several e-commerce websites, offering a variety of products and services for customers' eye care needs.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements contained under "Fiscal 2021 Outlook" as well as other statements related to our current beliefs and expectations regarding the performance of our industry, the Company's strategic direction, market position, prospects and future results. You can identify these forward-looking statements by the use of words such as "outlook," "guidance," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Caution should be taken not to place undue reliance on any forward-looking statement as such statements speak only as of the date when made. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Forward-looking statements are not guarantees and are subject to various risks and uncertainties, which may cause actual results to differ materially from those implied in forward-looking statements. Such factors include, but are not limited to, the COVID-19 pandemic and its resurgence and variants, and the impact of evolving federal, state, and local governmental actions in response thereto; customer behavior in response to the continuing pandemic and its more recent outbreaks of variants; our ability to keep our reopened stores open in a safe and cost-effective manner, or at all, in light of the continuing COVID-19 pandemic and its resurgence and variants; our ability to recruit and retain vision care professionals for our stores in general and in light of the pandemic; our ability to develop, maintain and extend relationships with managed vision care companies, vision insurance providers and other third-party payors; our ability to maintain the performance of our host and legacy brands and our current operating relationships with our host and legacy partners; our ability to adhere to extensive state, local and federal vision care and healthcare laws and regulations; our compliance with managed vision care laws and regulations; our ability to maintain sufficient levels of cash flow from our operations to execute or sustain our growth strategy or obtain additional financing at satisfactory terms or at all; the loss of, or disruption in the operations of, one or more of our distribution centers and/or optical laboratories, resulting in the inability to fulfill customer orders and deliver our products in a timely manner; risks associated with vendors from whom our products are sourced, including our dependence on a limited number of suppliers; our ability to compete successfully; our ability to effectively operate our information technology systems and prevent interruption or security breach; our growth strategy straining our existing resources and causing the performance of our existing stores to suffer; the impact of wage rate increases, inflation, cost increases and increases in raw material prices and energy prices; our ability to successfully implement our marketing, advertising and promotional efforts; risks associated with leasing substantial amounts of space, including future increases in occupancy costs; the impact of certain technological advances, and the greater availability of, or increased consumer preferences for, vision correction alternatives to prescription eyeglasses or contact lenses, and future drug development for the correction of vision-related problems; our ability to retain our existing senior management team and attract qualified new personnel; overall decline in the health of the economy and other factors impacting consumer spending; our ability to manage our inventory; seasonal fluctuations in our operating results and inventory levels; our reliance on third-party coverage and reimbursement, including government programs, for an increasing portion of our revenues; risks associated with our e-commerce and omni-channel business; product liability, product recall or personal injury issues; our failure to comply with, or changes in, laws, regulations, enforcement activities and other requirements; the impact of any adverse litigation judgments or settlements resulting from legal proceedings relating to our business operations; risk of losses arising from our investments in technological innovators in the optical retail industry; our ability to adequately protect our intellectual property; our significant amount of indebtedness and our ability to generate sufficient cash flow to satisfy our debt obligations; a change in interest rates as well as changes in benchmark rates and uncertainty related to the foregoing; restrictions in our credit agreement that limits our flexibility in operating our business; potential dilution to existing stockholders upon the conversion of our convertible notes; and risks related to owning our common stock, including our ability to comply with requirements to design and implement and maintain effective internal controls. Additional information about these and other factors that could cause National Vision's results to differ materially from those described in the forward-looking statements can be found in filings by National Vision with the Securities and Exchange Commission ("SEC"), including our latest Annual Report on Form 10-K and subsequently filed reports, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC.

Non-GAAP Financial Measures

To supplement the Company's financial information presented in accordance with GAAP and aid understanding of the Company's business performance, the Company uses certain non-GAAP financial measures, namely "EBITDA," "Adjusted Operating Income," "Adjusted Operating Margin," "Adjusted EBITDA," "Adjusted EBITDA Margin," "Adjusted Diluted EPS," "Adjusted Comparable Stores Sales Growth," "Adjusted SG&A," and "Adjusted SG&A Percent of Net Revenue." We believe EBITDA, Adjusted Operating Income, Adjusted Operating Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS, Adjusted SG&A and Adjusted SG&A Percent of Net Revenue assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses these non-GAAP financial measures to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

To supplement the Company's comparable store sales growth presented in accordance with GAAP, the Company provides "Adjusted Comparable Store Sales Growth," which is a non-GAAP financial measure we believe is useful because it provides timely and accurate information relating to the two core metrics of retail sales: number of transactions and value of transactions. Management uses Adjusted Comparable Store Sales Growth as the basis for key operating decisions, such as allocation of advertising to particular markets and implementation of special marketing programs. Accordingly, we believe that Adjusted Comparable Store Sales Growth provides timely and accurate information relating to the operational health and overall performance of each brand. We also believe that, for the same reasons, investors find our calculation of Adjusted Comparable Store Sales Growth to be meaningful.

EBITDA: We define EBITDA as net income (loss), plus interest expense, income tax provision (benefit) and depreciation and amortization.

Adjusted Operating Income: We define Adjusted Operating Income as net income (loss), plus interest expense and income tax provision (benefit), further adjusted to exclude stock compensation expense, asset impairment, litigation settlement, management realignment expenses, long-term incentive plan expense, amortization of acquisition intangibles, and other expenses.

Adjusted Operating Margin: We define Adjusted Operating Margin as Adjusted Operating Income as a percentage of net revenue.

Adjusted EBITDA: We define Adjusted EBITDA as net income, plus interest expense, income tax provision (benefit) and depreciation and amortization, further adjusted to exclude stock compensation expense, asset impairment, litigation settlement, management realignment expenses, long-term incentive plan expense, and other expenses.

Adjusted EBITDA Margin: We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of net revenue.

Adjusted Diluted EPS: We define Adjusted Diluted EPS as diluted earnings (loss) per share, adjusted for the per share impact of stock compensation expense, asset impairment, litigation settlement, management realignment expenses, long-term incentive plan expense, amortization of acquisition intangibles, amortization of debt discount and deferred financing costs of our term loan borrowings, amortization of costs related to our 2025 Notes, losses (gains) on change in fair value of derivatives, other expenses, and tax benefit of stock option exercises, less the tax effect of these adjustments. We adjust for amortization of costs related to the 2025 Notes only when adjustment for these costs is not required in the calculation of diluted earnings per share according to U.S. GAAP.

Adjusted SG&A: We define Adjusted SG&A as SG&A, adjusted to exclude stock compensation expense, management realignment expenses, long-term incentive plan expense, and other expenses.

Adjusted SG&A Percent of Net Revenue: We define Adjusted SG&A Percent of Net Revenue as Adjusted SG&A as a percentage of net revenue.

Adjusted Comparable Store Sales Growth: We measure Adjusted Comparable Store Sales Growth as the increase or decrease in sales recorded by the comparable store base in any reporting period, compared to sales recorded by the comparable store base in the prior reporting period, which we calculate as follows: (i) sales are recorded on a cash basis (i.e., when the order is placed and paid for or submitted to a managed care payor, compared to when the order is delivered), utilizing cash basis point of sale information from stores; (ii) stores are added to the calculation during the 13th full fiscal month following the store's opening; (iii) closed stores are removed from the calculation for time periods that are not comparable; (iv) sales from partial months of operation are excluded when stores do not open or close on the first day of the month; and (v) when applicable, we adjust for the effect of the 53rd week. Quarterly, year-to-date and annual adjusted comparable store sales are aggregated using only sales from all whole months of operation included in both the current reporting period and the prior reporting period. When a partial month is excluded from the calculation, the corresponding month in the subsequent period is also excluded from the calculation. There may be variations in the way in which some of our competitors and other retailers calculate comparable store sales. As a result, our adjusted comparable store sales may not be comparable to similar data made available by other retailers. We did not adjust our calculation of Adjusted Comparable Store Sales Growth for the temporary closure of our stores to the public in 2020 as a result of the COVID-19 pandemic.

EBITDA, Adjusted Operating Income, Adjusted Operating Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS, Adjusted SG&A, Adjusted SG&A Percent of Net Revenue, and Adjusted Comparable Store Sales Growth are not recognized terms under GAAP and should not be considered as an alternative to net income or the ratio of net income to net revenue as a measure of financial performance, SG&A, the ratio of SG&A to net revenue as a measure of financial performance, cash flows provided by operating activities as a measure of liquidity, comparable store sales growth as a measure of operating performance, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management's discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Please see "Reconciliation of Non-GAAP to GAAP Financial Measures" below for reconciliations of non-GAAP financial measures used in this release to their most directly comparable GAAP financial measures.

National Vision Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

As of July 3, 2021 and January 2, 2021

In Thousands, Except Par Value

(Unaudited)

As of As ofASSETS July 3, 2021 January 2, 2021

Current assets:

Cash and cash equivalents $ 408,301 $ 373,903

Accounts receivable, net 54,733 57,989

Inventories 120,863 111,274

Prepaid expenses and other current assets 24,466 23,484

Total current assets 608,363 566,650



Property and equipment, net 335,504 341,293

Other assets:

Goodwill 777,613 777,613

Trademarks and trade names 240,547 240,547

Other intangible assets, net 45,766 49,511

Right of use assets 343,708 340,141

Other assets 17,715 17,743

Total non-current assets 1,760,853 1,766,848

Total assets $ 2,369,216 $ 2,333,498

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 77,677 $ 64,861

Other payables and accrued expenses 116,508 110,309

Unearned revenue 39,071 32,657

Deferred revenue 68,612 58,899

Current maturities of long-term debt and finance 4,285 3,598 lease obligations

Current operating lease obligations 64,330 58,356

Total current liabilities 370,483 328,680



Long-term debt and finance lease obligations, 616,160 651,763 less current portion and debt discount

Non-current operating lease obligations 326,478 327,371

Other non-current liabilities:

Deferred revenue 23,483 20,828

Other liabilities 14,272 17,415

Deferred income taxes, net 80,003 80,939

Total other non-current liabilities 117,758 119,182

Commitments and contingencies

Stockholders' equity:

Common stock, $0.01 par value; 200,000 sharesauthorized; 82,828 and 82,183 shares issued asof July 3, 2021 and January 2, 2021, 828 821 respectively; 81,855 and 81,239 sharesoutstanding as of July 3, 2021 and January 2,2021, respectively

Additional paid-in capital 739,380 795,697

Accumulated other comprehensive loss (3,093 ) (4,400 )

Retained earnings 231,184 142,880

Treasury stock, at cost; 973 and 944 shares asof July 3, 2021 and January 2, 2021, (29,962 ) (28,496 )respectively

Total stockholders' equity 938,337 906,502

Total liabilities and stockholders' equity $ 2,369,216 $ 2,333,498

National Vision Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

For the Three and Six Months Ended July 3, 2021, June 27, 2020 and June 29, 2019

In Thousands, Except Earnings Per Share

(Unaudited)

Three Months Ended

Six Months Ended

July 3, 2021

June 27, 2020

June 29, 2019

July 3, 2021

June 27, 2020

June 29, 2019

Revenue:

Net product sales

$

458,206

$

209,707

$

357,533

$

901,273

$

602,548

$

740,693

Net sales of services and plans

91,283

50,300

71,918

182,396

127,163

149,973

Total net revenue

549,489

260,007

429,451

1,083,669

729,711

890,666

Costs applicable to revenue (exclusive of depreciation and amortization):

Products

167,028

97,635

145,654

326,719

254,005

299,658

Services and plans

68,918

43,145

56,852

133,917

105,329

114,817

Total costs applicable to revenue

235,946

140,780

202,506

460,636

359,334

414,475

Operating expenses:

Selling, general and administrative expenses

234,235

136,582

182,278

457,828

330,323

376,154

Depreciation and amortization

24,025

21,924

20,819

47,580

46,734

41,234

Asset impairment

519

2,411

1,790

1,478

13,766

3,872

Litigation settlement

-

-

-

-

4,395

-

Other expense (income), net

(65

)

(92

)

356

(130

)

(158

)

829

Total operating expenses

258,714

160,825

205,243

506,756

395,060

422,089

Income (loss) from operations

54,829

(41,598

)

21,702

116,277

(24,683

)

54,102

Interest expense, net

10,096

15,502

8,968

16,426

22,957

18,029

Debt issuance costs

92

136

-

92

136

-

Earnings (loss) before income taxes

44,641

(57,236

)

12,734

99,759

(47,776

)

36,073

Income tax provision (benefit)

7,040

(13,403

)

2,477

18,726

(13,685

)

8,387

Net income (loss)

$

37,601

$

(43,833

)

$

10,257

$

81,033

$

(34,091

)

$

27,686

Earnings (loss) per share:

Basic

$

0.46

$

(0.55

)

$

0.13

$

0.99

$

(0.42

)

$

0.35

Diluted

$

0.42

$

(0.55

)

$

0.13

$

0.89

$

(0.42

)

$

0.34

Weighted average shares outstanding:

Basic

81,601

80,325

78,318

81,457

80,226

78,262

Diluted

96,082

80,325

81,424

96,044

80,226

81,437

Comprehensive income (loss):

Net income (loss)

$

37,601

$

(43,833

)

$

10,257

$

81,033

$

(34,091

)

$

27,686

Unrealized gain (loss) on hedge instruments

2,959

4,111

(2,246

)

4,609

(4,747

)

(3,519

)

Tax provision (benefit) of unrealized gain (loss) on hedge instruments

756

1,050

(576

)

3,302

(1,206

)

(902

)

Comprehensive income (loss)

$

39,804

$

(40,772

)

$

8,587

$

82,340

$

(37,632

)

$

25,069

Note: The three and six-months ended July 3, 2021 diluted EPS is calculated using the if-converted method for the 2025 Notes adding back $2.4 million and $4.7 million of interest expense (after tax) related to the 2025 Notes, respectively, and assuming conversion of the 2025 Notes at the beginning of 2021.

National Vision Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

For the Three and Six Months Ended July 3, 2021, June 27, 2020 and June 29,2019

In Thousands, Except Earnings Per Share

(Unaudited)

Three Months Ended Six Months Ended

July 3, June 27, June 29, July 3, June 27, June 29, 2021 2020 2019 2021 2020 2019

Revenue:

Net product $ 458,206 $ 209,707 $ 357,533 $ 901,273 $ 602,548 $ 740,693 sales

Net sales ofservices and 91,283 50,300 71,918 182,396 127,163 149,973 plans

Total net 549,489 260,007 429,451 1,083,669 729,711 890,666 revenue

Costsapplicable torevenue(exclusive of depreciationandamortization):

Products 167,028 97,635 145,654 326,719 254,005 299,658

Services and 68,918 43,145 56,852 133,917 105,329 114,817 plans

Total costsapplicable to 235,946 140,780 202,506 460,636 359,334 414,475 revenue

Operating expenses:

Selling,general and 234,235 136,582 182,278 457,828 330,323 376,154 administrativeexpenses

Depreciationand 24,025 21,924 20,819 47,580 46,734 41,234 amortization

Asset 519 2,411 1,790 1,478 13,766 3,872 impairment

Litigation - - - - 4,395 - settlement

Other expense (65 ) (92 ) 356 (130 ) (158 ) 829 (income), net

Totaloperating 258,714 160,825 205,243 506,756 395,060 422,089 expenses

Income (loss)from 54,829 (41,598 ) 21,702 116,277 (24,683 ) 54,102 operations

Interest 10,096 15,502 8,968 16,426 22,957 18,029 expense, net

Debt issuance 92 136 - 92 136 - costs

Earnings(loss) before 44,641 (57,236 ) 12,734 99,759 (47,776 ) 36,073 income taxes

Income taxprovision 7,040 (13,403 ) 2,477 18,726 (13,685 ) 8,387 (benefit)

Net income $ 37,601 $ (43,833 ) $ 10,257 $ 81,033 $ (34,091 ) $ 27,686 (loss)



Earnings(loss) per share:

Basic $ 0.46 $ (0.55 ) $ 0.13 $ 0.99 $ (0.42 ) $ 0.35

Diluted $ 0.42 $ (0.55 ) $ 0.13 $ 0.89 $ (0.42 ) $ 0.34

Weightedaverage shares outstanding:

Basic 81,601 80,325 78,318 81,457 80,226 78,262

Diluted 96,082 80,325 81,424 96,044 80,226 81,437



Comprehensive income (loss):

Net income $ 37,601 $ (43,833 ) $ 10,257 $ 81,033 $ (34,091 ) $ 27,686 (loss)

Unrealizedgain (loss) on 2,959 4,111 (2,246 ) 4,609 (4,747 ) (3,519 )hedgeinstruments

Tax provision(benefit) ofunrealized 756 1,050 (576 ) 3,302 (1,206 ) (902 )gain (loss) onhedgeinstruments

Comprehensive $ 39,804 $ (40,772 ) $ 8,587 $ 82,340 $ (37,632 ) $ 25,069 income (loss)

Note: The three and six-months ended July 3, 2021 diluted EPS is calculated using the if-converted method for the 2025 Notes adding back $2.4 million and $4.7 million of interest expense (after tax) related to the 2025 Notes, respectively, and assuming conversion of the 2025 Notes at the beginning of 2021.

National Vision Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended July 3, 2021, June 27, 2020 and June 29, 2019

In Thousands

(Unaudited)

Six Months Ended

July 3, June 27, June 29, 2021 2020 2019

Cash flows from operating activities:

Net income (loss) $ 81,033 $ (34,091 ) $ 27,686

Adjustments to reconcile net income tonet cash provided by operating activities:

Depreciation and amortization 47,580 46,734 41,234

Amortization of debt discount and 2,268 2,717 892 deferred financing costs

Asset impairment 1,478 13,766 3,872

Deferred income tax expense (benefit) 14,582 (13,686 ) 8,239

Stock based compensation expense 10,201 5,445 4,717

Losses (gains) on change in fair value 125 4,871 - of derivatives

Inventory adjustments 619 2,883 2,043

Other 1,253 3,328 6,759

Changes in operating assets and liabilities:

Accounts receivable 2,393 (14,408 ) (8,662 )

Inventories (10,208 ) 6,814 8,319

Operating lease right of use assets and 149 1,174 1,948 lease liabilities

Other assets (1,148 ) 2,047 6,137

Accounts payable 12,816 11,630 3,458

Deferred and unearned revenue 18,782 8,025 5,006

Other liabilities 7,885 24,171 7,631

Net cash provided by operating 189,808 71,420 119,279 activities

Cash flows from investing activities:

Purchase of property and equipment (38,812 ) (25,796 ) (52,103 )

Other 22 265 315

Net cash used for investing activities (38,790 ) (25,531 ) (51,788 )

Cash flows from financing activities:

Borrowings on long-term debt, net of - 548,769 - discounts

Repayments on long-term debt (117,375 ) (369,269 ) (2,500 )

Proceeds from exercise of stock options 5,738 5,998 2,066

Purchase of treasury stock (1,466 ) (74 ) -

Payments of debt issuance costs (900 ) (12,400 ) -

Payments on finance lease obligations (2,526 ) (1,587 ) (1,190 )

Net cash provided by (used for) (116,529 ) 171,437 (1,624 )financing activities

Net change in cash, cash equivalents 34,489 217,326 65,867 and restricted cash

Cash, cash equivalents and restricted 375,159 40,307 17,998 cash, beginning of year

Cash, cash equivalents and restricted $ 409,648 $ 257,633 $ 83,865 cash, end of period



Supplemental cash flow disclosure information:

Cash paid for interest $ 14,640 $ 13,810 $ 17,438

Cash paid (received) for taxes $ 6,995 $ (1,452 ) $ 513

Capital expenditures accrued at the end $ 8,827 $ 11,265 $ 22,033 of the period

National Vision Holdings, Inc. and Subsidiaries

Reconciliation of Non-GAAP to GAAP Financial Measures

For the Three and Six Months Ended July 3, 2021, June 27, 2020 and June 29, 2019

In Thousands, Except Per Share Information

(Unaudited)

Reconciliation of Adjusted Operating Income to Net Income

Three Months Ended

Six Months Ended

In thousands

July 3, 2021

June 27, 2020

June 29, 2019

July 3, 2021

June 27, 2020

June 29, 2019

Net income (loss)

$

37,601

$

(43,833

)

$

10,257

$

81,033

$

(34,091

)

$

27,686

Interest expense

10,096

15,502

8,968

16,426

22,957

18,029

Income tax provision (benefit)

7,040

(13,403

)

2,477

18,726

(13,685

)

8,387

Stock compensation expense (a)

7,213

3,352

1,741

10,201

5,445

4,717

Asset impairment (b)

519

2,411

1,790

1,478

13,766

3,872

Litigation settlement (c)

-

-

-

-

4,395

-

Management realignment expenses (d)

-

-

-

-

-

2,155

Long-term incentive plan (e)

-

-

781

-

-

722

Amortization of acquisition intangibles (f)

1,871

1,851

1,851

3,744

3,702

3,702

Other (i)

1,241

(307

)

1,223

1,641

1,149

2,467

Adjusted Operating Income

$

65,581

$

(34,427

)

$

29,088

$

133,249

$

3,638

$

71,737

Net income (loss) margin

6.8

%

(16.9

)%

2.4

%

7.5

%

(4.7

)%

3.1

%

Adjusted Operating Margin

11.9

%

(13.2

)%

6.8

%

12.3

%

0.5

%

8.1

%

Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding

National Vision Holdings, Inc. and Subsidiaries

Reconciliation of Non-GAAP to GAAP Financial Measures

For the Three and Six Months Ended July 3, 2021, June 27, 2020 and June 29,2019

In Thousands, Except Per Share Information

(Unaudited)

Reconciliation of Adjusted Operating Income to Net Income

Three Months Ended Six Months Ended

In thousands July 3, June 27, June 29, July 3, June 27, June 29, 2021 2020 2019 2021 2020 2019

Net income $ 37,601 $ (43,833 ) $ 10,257 $ 81,033 $ (34,091 ) $ 27,686 (loss)

Interest 10,096 15,502 8,968 16,426 22,957 18,029 expense

Income taxprovision 7,040 (13,403 ) 2,477 18,726 (13,685 ) 8,387 (benefit)

Stockcompensation 7,213 3,352 1,741 10,201 5,445 4,717 expense ^(a)

Assetimpairment ^ 519 2,411 1,790 1,478 13,766 3,872 (b)

Litigationsettlement ^ - - - - 4,395 - (c)

Managementrealignment - - - - - 2,155 expenses ^(d)

Long-termincentive - - 781 - - 722 plan ^(e)

Amortizationofacquisition 1,871 1,851 1,851 3,744 3,702 3,702 intangibles^(f)

Other^ (i) 1,241 (307 ) 1,223 1,641 1,149 2,467

AdjustedOperating $ 65,581 $ (34,427 ) $ 29,088 $ 133,249 $ 3,638 $ 71,737 Income



Net income ) )(loss) 6.8 % (16.9 % 2.4 % 7.5 % (4.7 % 3.1 %margin

Adjusted )Operating 11.9 % (13.2 % 6.8 % 12.3 % 0.5 % 8.1 %Margin

Note: Percentages reflect line item as a percentage of net revenue, adjustedfor rounding

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

Three Months Ended

Six Months Ended

In thousands

July 3, 2021

June 27, 2020

June 29, 2019

July 3, 2021

June 27, 2020

June 29, 2019

Net income (loss)

$

37,601

$

(43,833

)

$

10,257

$

81,033

$

(34,091

)

$

27,686

Interest expense

10,096

15,502

8,968

16,426

22,957

18,029

Income tax provision (benefit)

7,040

(13,403

)

2,477

18,726

(13,685

)

8,387

Depreciation and amortization

24,025

21,924

20,819

47,580

46,734

41,234

EBITDA

78,762

(19,810

)

42,521

163,765

21,915

95,336

Stock compensation expense (a)

7,213

3,352

1,741

10,201

5,445

4,717

Asset impairment (b)

519

2,411

1,790

1,478

13,766

3,872

Litigation settlement (c)

-

-

-

-

4,395

-

Management realignment expenses (d)

-

-

-

-

-

2,155

Long-term incentive plan (e)

-

-

781

-

-

722

Other (i)

1,241

(307

)

1,223

1,641

1,149

2,467

Adjusted EBITDA

$

87,735

$

(14,354

)

$

48,056

$

177,085

$

46,670

$

109,269

Net income (loss) margin

6.8

%

(16.9

)%

2.4

%

7.5

%

(4.7

)%

3.1

%

Adjusted EBITDA Margin

16.0

%

(5.5

)%

11.2

%

16.3

%

6.4

%

12.3

%

Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

Three Months Ended Six Months Ended

In thousands July 3, June 27, June 29, July 3, June 27, June 29, 2021 2020 2019 2021 2020 2019

Net income $ 37,601 $ (43,833 ) $ 10,257 $ 81,033 $ (34,091 ) $ 27,686 (loss)

Interest 10,096 15,502 8,968 16,426 22,957 18,029 expense

Income taxprovision 7,040 (13,403 ) 2,477 18,726 (13,685 ) 8,387 (benefit)

Depreciationand 24,025 21,924 20,819 47,580 46,734 41,234 amortization

EBITDA 78,762 (19,810 ) 42,521 163,765 21,915 95,336



Stockcompensation 7,213 3,352 1,741 10,201 5,445 4,717 expense ^(a)

Assetimpairment ^ 519 2,411 1,790 1,478 13,766 3,872 (b)

Litigationsettlement^ - - - - 4,395 - (c)

Managementrealignment - - - - - 2,155 expenses ^(d)

Long-termincentive - - 781 - - 722 plan ^(e)

Other ^(i) 1,241 (307 ) 1,223 1,641 1,149 2,467

Adjusted $ 87,735 $ (14,354 ) $ 48,056 $ 177,085 $ 46,670 $ 109,269 EBITDA



Net income ) )(loss) 6.8 % (16.9 % 2.4 % 7.5 % (4.7 % 3.1 %margin

Adjusted )EBITDA 16.0 % (5.5 % 11.2 % 16.3 % 6.4 % 12.3 %Margin

Note: Percentages reflect line item as a percentage of net revenue, adjustedfor rounding

Reconciliation of Adjusted Diluted EPS to Diluted EPS

Three Months Ended

Six Months Ended

In thousands, except per share amounts

July 3, 2021

June 27, 2020

June 29, 2019

July 3, 2021

June 27, 2020

June 29, 2019

Diluted EPS

$

0.42

$

(0.55

)

$

0.13

$

0.89

$

(0.42

)

$

0.34

Stock compensation expense (a)

0.08

0.04

0.02

0.11

0.07

0.06

Asset impairment (b)

0.01

0.03

0.02

0.02

0.17

0.05

Litigation settlement (c)

-

-

-

-

0.05

-

Management realignment expenses (d)

-

-

-

-

-

0.03

Long-term incentive plan (e)

-

-

0.01

-

-

0.01

Amortization of acquisition intangibles (f)

0.02

0.02

0.02

0.04

0.05

0.05

Amortization of debt discount and deferred financing costs (g)

0.01

0.03

0.01

0.01

0.03

0.01

Losses (gains) on change in fair value of derivatives (h)

0.02

0.06

-

-

0.06

-

Other (m)

0.01

-

0.02

(0.01

)

0.01

0.03

Tax benefit of stock option exercises (j)

(0.04

)

-

(0.01

)

(0.05

)

(0.04

)

(0.02

)

Tax effect of total adjustments (k)

(0.04

)

(0.05

)

(0.02

)

(0.05

)

(0.12

)

(0.06

)

Adjusted Diluted EPS

$

0.48

$

(0.41

)

$

0.18

$

0.97

$

(0.13

)

$

0.49

Weighted average diluted shares outstanding

96,082

80,325

81,424

96,044

80,226

81,437

Note: Some of the totals in the table above do not foot due to rounding differences

Reconciliation of Adjusted Diluted EPS to Diluted EPS

Three Months Ended Six Months Ended

Inthousands, July 3, June 27, June 29, July 3, June 27, June 29,except per 2021 2020 2019 2021 2020 2019shareamounts

Diluted EPS $ 0.42 $ (0.55 ) $ 0.13 $ 0.89 $ (0.42 ) $ 0.34

Stockcompensation 0.08 0.04 0.02 0.11 0.07 0.06 expense ^(a)

Assetimpairment ^ 0.01 0.03 0.02 0.02 0.17 0.05 (b)

Litigationsettlement ^ - - - - 0.05 - (c)

Managementrealignment - - - - - 0.03 expenses ^(d)

Long-termincentive - - 0.01 - - 0.01 plan ^(e)

Amortizationofacquisition 0.02 0.02 0.02 0.04 0.05 0.05 intangibles^(f)

Amortizationof debtdiscount and 0.01 0.03 0.01 0.01 0.03 0.01 deferredfinancingcosts ^(g)

Losses(gains) onchange infair value 0.02 0.06 - - 0.06 - ofderivatives^(h)

Other ^(m) 0.01 - 0.02 (0.01 ) 0.01 0.03

Tax benefitof stockoption (0.04 ) - (0.01 ) (0.05 ) (0.04 ) (0.02 )exercises ^(j)

Tax effectof total (0.04 ) (0.05 ) (0.02 ) (0.05 ) (0.12 ) (0.06 )adjustments^(k)

Adjusted $ 0.48 $ (0.41 ) $ 0.18 $ 0.97 $ (0.13 ) $ 0.49 Diluted EPS



Weightedaveragediluted 96,082 80,325 81,424 96,044 80,226 81,437 sharesoutstanding

Note: Some of the totals in the table above do not foot due to roundingdifferences

Reconciliation of Adjusted SG&A and Adjusted SG&A Percent of Net Revenue to SG&A

Three Months Ended

Six Months Ended

In thousands

July 3, 2021

June 27, 2020

June 29, 2019

July 3, 2021

June 27, 2020

June 29, 2019

SG&A

$

234,235

$

136,582

$

182,278

$

457,828

$

330,323

$

376,154

Stock compensation expense (a)

7,213

3,352

1,741

10,201

5,445

4,717

Management realignment expenses (d)

-

-

-

-

-

2,155

Long-term incentive plan (e)

-

-

781

-

-

722

Other (l)

1,241

(307

)

776

1,641

1,149

1,460

Adjusted SG&A

$

225,781

$

133,537

$

178,980

$

445,986

$

323,729

$

367,100

SG&A Percent of Net Revenue

42.6

%

52.5

%

42.4

%

42.2

%

45.3

%

42.2

%

Adjusted SG&A Percent of Net Revenue

41.1

%

51.4

%

41.7

%

41.2

%

44.4

%

41.2

%

Note: Percentages reflect line item as a percentage of net revenue

Reconciliation of Adjusted SG&A and Adjusted SG&A Percent of Net Revenue to SG&A

Three Months Ended Six Months Ended

In thousands July 3, June 27, June 29, July 3, June 27, June 29, 2021 2020 2019 2021 2020 2019

SG&A $ 234,235 $ 136,582 $ 182,278 $ 457,828 $ 330,323 $ 376,154

Stockcompensation 7,213 3,352 1,741 10,201 5,445 4,717 expense ^(a)

Managementrealignment - - - - - 2,155 expenses ^(d)

Long-termincentive - - 781 - - 722 plan ^(e)

Other ^(l) 1,241 (307 ) 776 1,641 1,149 1,460

Adjusted SG& $ 225,781 $ 133,537 $ 178,980 $ 445,986 $ 323,729 $ 367,100 A



SG&A Percentof Net 42.6 % 52.5 % 42.4 % 42.2 % 45.3 % 42.2 %Revenue

Adjusted SG&A Percent of 41.1 % 51.4 % 41.7 % 41.2 % 44.4 % 41.2 %Net Revenue

Note: Percentages reflect line item as a percentage of net revenue

(a)

Non-cash charges related to stock-based compensation programs, which vary from period to period depending on the timing of awards and performance vesting conditions.

(b)

Reflects write-off of property, equipment and lease related assets on closed or underperforming stores.

(c)

Expenses associated with settlement of litigation.

(d)

Expenses related to a non-recurring management realignment described in the Current Report on Form 8-K filed with the SEC on January 10, 2019.

(e)

Expenses pursuant to a long-term incentive plan for non-executive employees who were not participants in the management equity plan for fiscal year 2019. This plan was effective in 2014 following the acquisition of the Company by affiliates of KKR & Co. Inc. (the "KKR Acquisition").

(f)

Amortization of the increase in carrying values of finite-lived intangible assets resulting from the application of purchase accounting to the KKR Acquisition.

(g)

Amortization of deferred financing costs and other non-cash charges related to our long-term debt. We adjust for amortization of costs related to the 2025 Notes only when adjustment for these costs is not required in the calculation of diluted earnings per share according to U.S. GAAP. Amortization of debt discount and deferred financing costs in aggregate total $1.0 million, $2.5 million and $0.5 million for the three months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively, and $1.2 million, $2.7 million and $0.9 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively.

(h)

Reflects losses (gains) recognized in interest expense on change in fair value of de-designated hedges of $2.4 million and $4.9 million for the three months ended July 3, 2021 and June 27, 2020, respectively, and $0.1 million and $4.9 million for the six months ended July 3, 2021 and June 27, 2020, respectively.

(i)

Other adjustments include amounts that management believes are not representative of our operating performance (amounts in brackets represent reductions in Adjusted Operating Income, Adjusted Diluted EPS and Adjusted EBITDA), including our share of losses on equity method investments of $0.4 million for the three months ended June 29, 2019 and $1.0 million for the six months ended June 29, 2019; the amortization impact of adjustments related to the KKR Acquisition, (e.g., fair value of leasehold interests) of $0.1 million for each of the three months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively, and $0.2 million for each of the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively; costs of severance and relocation of $0.7 million, $0.2 million and $0.6 million for the three months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively, and $0.8 million, $0.5 million and $0.8 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively; excess payroll taxes related to stock option exercises of $0.2 million and $0.1 million for the three months ended July 3, 2021 and June 29, 2019, respectively, and $0.3 million, $0.3 million and $0.1 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively; incremental costs directly related to adapting the Company's operations during the COVID-19 pandemic of $0.6 million for the six months ended June 27, 2020; and other expenses and adjustments totaling $0.2 million and $(0.7) million for the three months ended July 3, 2021 and June 27, 2020, respectively, and $0.3 million, $(0.5) million and $0.3 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively.

(j)

Tax benefit associated with accounting guidance requiring excess tax benefits related to stock option exercises to be recorded in earnings as discrete items in the reporting period in which they occur.

(k)

Represents the income tax effect of the total adjustments at our combined statutory federal and state income tax rates.

(l)

Reflects other expenses in (i) above, except for our share of losses on equity method investments of $0.4 million for the three months ended June 29, 2019 and $1.0 million for the six months ended June 29, 2019.

(m)

Reflects other expenses in (i) above, including the impact of stranded tax effect of $(2.1) million for the six months ended July 3, 2021 associated with our interest rate swaps that matured in 2021.

Non-cash charges related to stock-based compensation programs, which vary(a) from period to period depending on the timing of awards and performance vesting conditions.

(b) Reflects write-off of property, equipment and lease related assets on closed or underperforming stores.

(c) Expenses associated with settlement of litigation.

(d) Expenses related to a non-recurring management realignment described in the Current Report on Form 8-K filed with the SEC on January 10, 2019.

Expenses pursuant to a long-term incentive plan for non-executive employees who were not participants in the management equity plan for(e) fiscal year 2019. This plan was effective in 2014 following the acquisition of the Company by affiliates of KKR & Co. Inc. (the "KKR Acquisition").

Amortization of the increase in carrying values of finite-lived intangible(f) assets resulting from the application of purchase accounting to the KKR Acquisition.

Amortization of deferred financing costs and other non-cash charges related to our long-term debt. We adjust for amortization of costs related to the 2025 Notes only when adjustment for these costs is not required in the calculation of diluted earnings per share according to U.S. GAAP.(g) Amortization of debt discount and deferred financing costs in aggregate total $1.0 million, $2.5 million and $0.5 million for the three months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively, and $1.2 million, $2.7 million and $0.9 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively.

Reflects losses (gains) recognized in interest expense on change in fair value of de-designated hedges of $2.4 million and $4.9 million for the(h) three months ended July 3, 2021 and June 27, 2020, respectively, and $0.1 million and $4.9 million for the six months ended July 3, 2021 and June 27, 2020, respectively.

Other adjustments include amounts that management believes are not representative of our operating performance (amounts in brackets represent reductions in Adjusted Operating Income, Adjusted Diluted EPS and Adjusted EBITDA), including our share of losses on equity method investments of $0.4 million for the three months ended June 29, 2019 and $1.0 million for the six months ended June 29, 2019; the amortization impact of adjustments related to the KKR Acquisition, (e.g., fair value of leasehold interests) of $0.1 million for each of the three months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively, and $0.2 million for each of the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively; costs of severance and relocation of $0.7 million, $0.2 million and $0.6 million for the three months ended July 3, 2021, June 27, 2020 and June(i) 29, 2019, respectively, and $0.8 million, $0.5 million and $0.8 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively; excess payroll taxes related to stock option exercises of $0.2 million and $0.1 million for the three months ended July 3, 2021 and June 29, 2019, respectively, and $0.3 million, $0.3 million and $0.1 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively; incremental costs directly related to adapting the Company's operations during the COVID-19 pandemic of $0.6 million for the six months ended June 27, 2020; and other expenses and adjustments totaling $0.2 million and $(0.7) million for the three months ended July 3, 2021 and June 27, 2020, respectively, and $0.3 million, $(0.5) million and $0.3 million for the six months ended July 3, 2021, June 27, 2020 and June 29, 2019, respectively.

Tax benefit associated with accounting guidance requiring excess tax(j) benefits related to stock option exercises to be recorded in earnings as discrete items in the reporting period in which they occur.

(k) Represents the income tax effect of the total adjustments at our combined statutory federal and state income tax rates.

Reflects other expenses in (i) above, except for our share of losses on(l) equity method investments of $0.4 million for the three months ended June 29, 2019 and $1.0 million for the six months ended June 29, 2019.

Reflects other expenses in (i) above, including the impact of stranded tax(m) effect of $(2.1) million for the six months ended July 3, 2021 associated with our interest rate swaps that matured in 2021.

Reconciliation of Adjusted Comparable Store Sales Growth to Total Comparable Store Sales Growth

Comparable store sales growth(a)

Second Quarter

Year to Date

2021 vs. 2019

2021 vs. 2020

2021 vs. 2019

2021 vs. 2020

2021 Outlook

Owned & Host segment

America's Best

26.1

%

81.8

%

18.4

%

54.9

%

Eyeglass World

27.1

%

67.6

%

22.3

%

57.1

%

Military

(0.2

)%

65.0

%

(1.6

)%

38.1

%

Fred Meyer

(8.7

)%

61.1

%

(10.3

)%

36.1

%

Legacy segment

11.4

%

58.2

%

6.1

%

42.6

%

Total comparable store sales growth

22.5

%

99.1

%

15.5

%

48.9

%

18% - 21%

Adjusted Comparable Store Sales Growth (b)

23.5

%

76.7

%

16.7

%

53.3

%

19% - 22%

Reconciliation of Adjusted Comparable Store Sales Growth to Total ComparableStore Sales Growth

Comparable store sales growth^(a)

Second Quarter Year to Date

2021 vs. 2021 vs. 2021 vs. 2021 vs. 2021 2019 2020 2019 2020 Outlook

Owned & Host segment

America's Best 26.1 % 81.8 % 18.4 % 54.9 %

Eyeglass World 27.1 % 67.6 % 22.3 % 57.1 %

Military (0.2 )% 65.0 % (1.6 )% 38.1 %

Fred Meyer (8.7 )% 61.1 % (10.3 )% 36.1 %

Legacy segment 11.4 % 58.2 % 6.1 % 42.6 %



Total comparable store 22.5 % 99.1 % 15.5 % 48.9 % 18% -sales growth 21%

Adjusted Comparable Store 23.5 % 76.7 % 16.7 % 53.3 % 19% -Sales Growth ^(b) 22%

(a)

Total comparable store sales based on consolidated net revenue excluding the impact of (i) Corporate/Other segment net revenue, (ii) sales from stores opened less than 13 months, (iii) stores closed in the periods presented, (iv) sales from partial months of operation when stores do not open or close on the first day of the month and (v) if applicable, the impact of a 53rd week in a fiscal year. Brand-level comparable store sales growth is calculated based on cash basis revenues consistent with what the CODM reviews, and consistent with reportable segment revenues presented in Note 10. "Segment Reporting" in our unaudited condensed consolidated financial statements included in Part I. Item 1. in our Quarterly Report on Form 10-Q, with the exception of the Legacy segment, which is adjusted as noted in clause (b) (ii) below.

(b)

There are two differences between total comparable store sales growth based on consolidated net revenue and Adjusted Comparable Store Sales Growth: (i) Adjusted Comparable Store Sales Growth includes the effect of deferred and unearned revenue as if such revenues were earned at the point of sale, resulting in the following changes from total comparable store sales growth based on consolidated net revenue: an increase of 1.2% for second quarter 2021 vs. 2019, a decrease of 21.6% for second quarter 2021 vs. 2020, an increase of 1.2% for year to date 2021 vs. 2019 and an increase of 4.4% for year to date 2021 vs. 2020; and (ii) Adjusted Comparable Store Sales Growth includes retail sales to the Legacy partner's customers (rather than the revenues recognized consistent with the management & services agreement with the Legacy partner), resulting in the following changes from total comparable store sales growth based on consolidated net revenue: a decrease of 0.2% for second quarter 2021 vs. 2019 and a decrease of 0.8% for second quarter 2021 vs. 2020.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210812005177/en/

CONTACT: Investors:

CONTACT: National Vision Holdings, Inc. David Mann, CFA, Vice President of Investor Relations (470) 448-2448 investor.relations@nationalvision.com

CONTACT: Media:

CONTACT: National Vision Holdings, Inc. Racheal Peters, Manager of External Communications (470) 448-2303 media@nationalvision.com