Delaware (State or other jurisdiction of incorporation or organization) | 46‑4841717 (I.R.S. Employer Identification No.) | |
2435 Commerce Ave, Building 2200 Duluth, Georgia (Address of principal executive offices) | 30096 (Zip Code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) | |
(770) 822‑3600 (Registrant’s telephone number, including area code) |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.42 |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description |
National Vision Holdings, Inc. Press Release dated March 8, 2018. |
National Vision Holdings, Inc. | ||
Date: March 8, 2018 | By: | /s/ Mitchell Goodman |
Name: | Mitchell Goodman | |
Title: | Senior Vice President, General Counsel and Secretary |
• | Net revenue increased 16.1% to $321.8 million |
• | Comparable store sales growth was 11.5%; adjusted comparable store sales growth was 10.4% |
• | 64th consecutive quarter of positive comparable store sales growth |
• | Net income of $28.7 million, including a one-time deferred tax benefit of $43.0 million |
• | Adjusted EBITDA increased 19.4% to $25.0 million |
• | Net revenue increased 15.0% to $1.38 billion |
• | Comparable store sales growth was 8.4%; adjusted comparable store sales growth was 7.5% |
• | Net income of $45.8 million, including a one-time deferred tax benefit of $43.0 million |
• | Adjusted EBITDA increased 15.9% to $159.7 million |
• | Net revenue increased 16.1% to $321.8 million from $277.1 million for the fourth quarter of 2016. |
• | Comparable store sales growth of 11.5% and adjusted comparable store sales growth of 10.4% were driven by increases in customer transactions. |
• | The Company opened 17 new stores, closed no stores and ended the quarter with 1,013 stores. |
• | The Company believes that fourth quarter results benefited from the recovery in net revenue at 203 stores that were temporarily closed in the third quarter due to Hurricanes Harvey and Irma. The Company estimates that the overall impact to net revenue from hurricanes in the third and fourth quarters was not material. |
• | Incremental eye exam revenue as a result of changes in operations at FirstSight Vision Services, Inc. (“FirstSight”), the Company’s wholly-owned subsidiary, required by changes in applicable California law drove a favorable impact of approximately 260 basis points on comparable store sales growth in the legacy segment. In addition, in connection with these changes in California law, effective October 1, 2017, FirstSight ceased the sale of vision care products in Walmart locations in California that are not operated by the Company. As a result, FirstSight revenues and associated costs in the fourth quarter |
• | Costs applicable to revenue increased 16.9% to $152.4 million from $130.3 million for the fourth quarter of 2016. As a percentage of net revenue, costs applicable to revenue increased 40 basis points to 47.4% from 47.0% for the fourth quarter of 2016. This increase, as a percentage of net revenue, was primarily driven by higher optometrist costs. |
• | Selling, general and administrative expenses (“SG&A”) increased 18.1% to $152.2 million from $128.9 million for the fourth quarter of 2016. As a percentage of net revenue, SG&A increased 80 basis points to 47.3% from 46.5% for the fourth quarter of 2016. This increase as a percentage of net revenue was primarily driven by a monitoring agreement termination fee paid to Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Berkshire Partners LLC (“Berkshire”) in connection with the completion of the Company’s IPO in the fourth quarter of 2017, and to a lesser extent, higher write-offs of certain managed care receivables, partially offset by advertising and occupancy expense. |
• | Depreciation and amortization expense increased 21.5% to $16.7 million from $13.8 million for the fourth quarter of 2016, primarily driven by new store openings and other ongoing growth capital investment in the Company’s information technology infrastructure, eyeglass laboratories, and distribution centers. The capitalization of the Company’s omni-channel related investment in the fourth quarter of 2017 also contributed to the increase. |
• | Interest expense increased $4.9 million compared to the fourth quarter of 2016. Interest expense increased $3.2 million for deferred financing fee write-offs related to IPO debt paydown, $2.5 million related to interest payments due to counterparties associated with the Company’s derivative cash flow hedges, partially offset by $1.0 million in lower interest expense related to lower principal outstanding under the first lien credit agreement. |
• | Income tax benefit increased $44.6 million compared to the fourth quarter of 2016. As a result of the Tax Cuts and Jobs Act (the “Tax Act”) enacted on December 22, 2017 by the U.S. government, the Company recorded a one-time tax benefit of $43.0 million due to a remeasurement of deferred tax assets and liabilities in the three months ended December 30, 2017. The Company incurred approximately $2.0 million in income tax expense in the fourth quarter of 2017 driven primarily by one-time discrete tax items. |
• | Net income was $28.7 million, or $0.39 per diluted share, compared to a net loss of $9.7 million, or $0.17 per diluted share, for the fourth quarter of 2016. This increase in net income was due primarily to the one-time deferred tax benefit, partially offset by an increase in interest expense as well as the monitoring agreement termination fee. |
• | Adjusted net loss was $3.0 million compared to $1.7 million for the fourth quarter of 2016. Adjusted net loss for the 2017 period excluded the one-time deferred tax benefit, partially offset by the exclusion of the monitoring agreement termination fee and debt issuance costs. Adjusted net loss was affected by the $2.0 million in additional income tax expense, $1.8 million in increased depreciation and amortization expense, net of tax, and $1.0 million in increased interest expense, net of tax. |
• | Adjusted EBITDA increased 19.4% to $25.0 million compared to $21.0 million for the fourth quarter of 2016. Adjusted EBITDA margin increased 20 basis points to 7.8% from 7.6% for the fourth quarter of 2016. |
• | Net revenue and adjusted EBITDA results above do not include the $2.4 million net decrease in deferred revenue in the fourth quarter of 2017. |
• | Net revenue increased 15.0% to $1.38 billion from $1.20 billion for 2016. |
• | Comparable store sales growth of 8.4% and adjusted comparable store sales growth of 7.5% were driven by an increase in customer transactions. |
• | The Company opened 76 stores, closed six stores and ended the period with 1,013 stores. Overall, store count grew 7.4% from January 1, 2017 to December 30, 2017. |
• | Incremental eye exam revenue as a result of changes to the Company’s FirstSight operations required by changes in applicable California law drove a favorable impact of approximately 145 basis points on comparable store sales growth in the legacy segment. |
• | Costs applicable to revenue increased 16.9% to $637.0 million from $544.8 million for 2016. As a percentage of net revenue, costs applicable to revenue increased 80 basis points to 46.3% from 45.5% for 2016. This increase, as a percentage of net revenue, was driven by higher wholesale fulfillment mix and higher optometrist costs, as well as a $2.3 million write-off of slow-moving contact lens inventory which had expired or would expire prior to possible sale in the first half of 2017. |
• | SG&A increased 14.1% to $597.9 million from $524.2 million for 2016. As a percentage of net revenue, SG&A declined 30 basis points to 43.5% from 43.8% for 2016. This decline, as a percentage of net revenue, was primarily driven by occupancy expense, certain e-commerce partner fees, advertising and corporate overhead, partially offset by the monitoring agreement termination fee paid to KKR and Berkshire in connection with the completion of the Company’s IPO and write-offs of certain managed care receivables. |
• | Depreciation and amortization expense increased 17.5% to $61.1 million from $52.0 million for 2016, primarily driven by new store openings and other ongoing capital investment in the Company’s information technology infrastructure, eyeglass laboratories, and distribution centers. |
• | Interest expense increased $16.4 million compared to 2016. Interest expense increased $3.2 million due to additional deferred debt cost amortization impacted by the $125 million pay off of the second lien credit agreement, and $8.7 million related to interest payments due to counterparties associated with the Company’s derivative cash flow hedges. The remaining increase |
• | Income tax benefit increased $51.2 million compared to 2016. As a result of the Tax Act, the Company recorded a one-time tax benefit of $43.0 million due to a remeasurement of deferred tax assets and liabilities in the three months ended December 30, 2017. |
• | Net income was $45.8 million, or $0.74 per diluted share, compared to $14.8 million, or $0.26 per diluted share for 2016. The increase in net income was due to the one-time deferred tax benefit, partially offset by the increase in interest expense, as well as a litigation settlement, debt issuance costs, the monitoring agreement termination fee, and non-cash inventory write-offs. |
• | Adjusted net income was $33.1 million compared to $33.2 million for 2016. Adjusted net income for the 2017 period excluded the one-time deferred tax benefit, the litigation settlement, management fees including the monitoring agreement termination fee, debt issuance costs, and non-cash inventory write-offs. |
• | Adjusted EBITDA increased 15.9% to $159.7 million compared to $137.8 million for 2016. Adjusted EBITDA margin increased 10 basis points to 11.6% from 11.5% for 2016. |
• | Net revenue and adjusted EBITDA results above do not include the $6.8 million net increase in deferred revenue in 2017. |
• | The Company’s cash balance was $4.2 million as of December 30, 2017. The Company had no borrowings under its $100 million first lien revolving credit facility, exclusive of letters of credit of $11.2 million. |
• | Total debt was $569.2 million as of December 30, 2017, consisting of outstanding first lien term loans. During the quarter, the Company completed its IPO in which it issued 18,170,000 shares of common stock at an IPO price of $22.00 per share. Using proceeds from its IPO, the Company repaid all $125 million outstanding aggregate amount of the Company’s second lien term loans and approximately $235 million of the outstanding amount of the first lien term loans and accrued and unpaid interest thereon. |
• | Cash flows from operating activities for 2017 were $90.3 million compared to $97.6 million for 2016. |
• | Capital expenditures for 2017 totaled $93.2 million compared to $90.0 million for 2016. |
Fiscal 2018 Outlook | |
New Stores | ~75 New Stores |
Adjusted Comparable Store Sales Growth | 3 - 5% |
Net Revenue | $1.485 - $1.515 billion |
Adjusted EBITDA | $172 - $177 million |
Adjusted Net Income | $52 - $56 million |
Depreciation and Amortization | $72 - $73 million |
Interest | $37 - $38 million |
Tax Rate | ~26.0% |
Capital Expenditures | $100 - $105 million |
ASSETS | As of December 30, 2017 | As of December 31, 2016 | |||||
Current assets: | |||||||
Cash and cash equivalents | $ | 4,208 | $ | 4,945 | |||
Accounts receivable, net | 43,193 | 34,370 | |||||
Inventories | 91,151 | 87,064 | |||||
Prepaid expenses and other current assets | 23,925 | 20,880 | |||||
Total current assets | 162,477 | 147,259 | |||||
Property and equipment, net | 304,132 | 256,414 | |||||
Other assets: | |||||||
Goodwill | 792,744 | 793,229 | |||||
Trademarks and trade names | 240,547 | 240,547 | |||||
Other intangible assets, net | 72,903 | 81,338 | |||||
Other assets | 10,988 | 12,330 | |||||
Total non-current assets | 1,421,314 | 1,383,858 | |||||
Total assets | $ | 1,583,791 | $ | 1,531,117 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 35,708 | $ | 39,400 | |||
Other payables and accrued expenses | 77,611 | 69,402 | |||||
Unearned revenue | 27,739 | 25,600 | |||||
Deferred revenue | 62,993 | 57,996 | |||||
Current maturities of long-term debt | 7,258 | 7,285 | |||||
Total current liabilities | 211,309 | 199,683 | |||||
Long-term debt, less current portion and debt discount | 561,980 | 738,340 | |||||
Other non-current liabilities: | |||||||
Deferred revenue | 31,222 | 29,432 | |||||
Other liabilities | 46,044 | 50,497 | |||||
Deferred income taxes, net | 73,648 | 111,278 | |||||
Total other non-current liabilities | 150,914 | 191,207 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.01 par value; 200,000 shares authorized; 74,654 and 56,202 shares issued and outstanding as of December 30, 2017 and December 31, 2016, respectively | 746 | 562 | |||||
Additional paid-in capital | 631,798 | 424,789 | |||||
Accumulated other comprehensive loss | (9,868 | ) | (14,556 | ) | |||
Retained earnings (accumulated deficit) | 37,145 | (8,675 | ) | ||||
Treasury stock, at cost; 28 shares as of December 30, 2017 and December 31, 2016 | (233 | ) | (233 | ) | |||
Total stockholders’ equity | 659,588 | 401,887 | |||||
Total liabilities and stockholders’ equity | $ | 1,583,791 | $ | 1,531,117 |
Three Months Ended December 30, 2017 (Unaudited) | Three Months Ended December 31, 2016 (Unaudited) | Fiscal Year 2017 | Fiscal Year 2016 | ||||||||||||
Revenue: | |||||||||||||||
Net product sales | $ | 262,121 | $ | 224,166 | $ | 1,129,313 | $ | 980,953 | |||||||
Net sales of services and plans | 59,698 | 52,948 | 245,995 | 215,242 | |||||||||||
Total net revenue | 321,819 | 277,114 | 1,375,308 | 1,196,195 | |||||||||||
Costs applicable to revenue (exclusive of depreciation and amortization): | |||||||||||||||
Products | 106,979 | 90,949 | 456,078 | 390,369 | |||||||||||
Services and plans | 45,414 | 39,379 | 180,888 | 154,412 | |||||||||||
Total costs applicable to revenue | 152,393 | 130,328 | 636,966 | 544,781 | |||||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative expenses | 152,210 | 128,853 | 597,924 | 524,238 | |||||||||||
Depreciation and amortization | 16,711 | 13,756 | 61,115 | 51,993 | |||||||||||
Asset impairment | 3,117 | 7,080 | 4,117 | 7,132 | |||||||||||
Litigation settlement | — | — | 7,000 | — | |||||||||||
Other expense, net | 206 | 450 | 950 | 1,667 | |||||||||||
Total operating expenses | 172,244 | 150,139 | 671,106 | 585,030 | |||||||||||
(Loss) earnings from operations | (2,818 | ) | (3,353 | ) | 67,236 | 66,384 | |||||||||
Interest expense, net | 14,571 | 9,715 | 55,536 | 39,092 | |||||||||||
Debt issuance costs | 1,825 | — | 4,527 | — | |||||||||||
(Loss) earnings before income taxes | (19,214 | ) | (13,068 | ) | 7,173 | 27,292 | |||||||||
Income tax (benefit) provision | (47,914 | ) | (3,359 | ) | (38,647 | ) | 12,534 | ||||||||
Net income (loss) | $ | 28,700 | $ | (9,709 | ) | $ | 45,820 | $ | 14,758 | ||||||
Earnings (loss) per share: | |||||||||||||||
Basic | $ | 0.41 | $ | (0.17 | ) | $ | 0.77 | $ | 0.26 | ||||||
Diluted | $ | 0.39 | $ | (0.17 | ) | $ | 0.74 | $ | 0.26 | ||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 70,454 | 56,210 | 59,895 | 56,185 | |||||||||||
Diluted | 73,256 | 56,210 | 62,035 | 57,001 | |||||||||||
Comprehensive income (loss): | |||||||||||||||
Net income (loss) | $ | 28,700 | $ | (9,709 | ) | $ | 45,820 | $ | 14,758 | ||||||
Change in unrealized gain (loss) on hedge instruments | 5,437 | 8,129 | 7,613 | (5,116 | ) | ||||||||||
Tax (provision) benefit of change in unrealized gain (loss) on hedge instruments | (2,102 | ) | (3,375 | ) | (2,925 | ) | 1,844 | ||||||||
Comprehensive income (loss) | $ | 32,035 | $ | (4,955 | ) | $ | 50,508 | $ | 11,486 |
Fiscal Year 2017 | Fiscal Year 2016 | Fiscal Year 2015 | |||||||||
Cash flows from operating activities: | |||||||||||
Net income | $ | 45,820 | $ | 14,758 | $ | 3,617 | |||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
Depreciation of property and equipment | 52,680 | 42,804 | 34,859 | ||||||||
Amortization of intangible assets | 8,435 | 9,189 | 9,210 | ||||||||
Amortization of loan costs | 7,078 | 3,906 | 3,816 | ||||||||
Asset impairment | 4,117 | 7,132 | 7,716 | ||||||||
Deferred income tax (benefit) expense | (39,734 | ) | 11,181 | 1,528 | |||||||
Non-cash stock option compensation | 5,152 | 4,293 | 6,635 | ||||||||
Non-cash inventory adjustments | 5,496 | 1,728 | 2,056 | ||||||||
Bad debt expense | 8,035 | 4,052 | 3,816 | ||||||||
Debt issuance costs | 4,527 | — | 2,551 | ||||||||
Other | 1,188 | 1,028 | 25 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable, net | (16,858 | ) | (9,075 | ) | (6,851 | ) | |||||
Inventories | (9,583 | ) | (13,827 | ) | (10,664 | ) | |||||
Other assets | (2,075 | ) | (4,153 | ) | (4,563 | ) | |||||
Accounts payable | (3,692 | ) | 5,616 | (82 | ) | ||||||
Deferred revenue | 6,787 | 9,550 | 13,678 | ||||||||
Other liabilities | 12,879 | 9,406 | 15,784 | ||||||||
Net cash provided by operating activities | 90,252 | 97,588 | 83,131 | ||||||||
Cash flows from investing activities: | |||||||||||
Purchase of property and equipment | (93,219 | ) | (90,026 | ) | (77,157 | ) | |||||
Purchase of investments | (1,500 | ) | (1,000 | ) | (2,850 | ) | |||||
Other | (108 | ) | (638 | ) | (44 | ) | |||||
Net cash used for investing activities | (94,827 | ) | (91,664 | ) | (80,051 | ) | |||||
Cash flows from financing activities: | |||||||||||
Proceeds from issuance of long-term debt | 174,924 | — | 148,185 | ||||||||
Proceeds from issuance of common stock | 371,932 | — | 110 | ||||||||
Proceeds from exercise of stock options | 1,092 | 915 | 1,762 | ||||||||
Principal payments on long-term debt | (367,660 | ) | (6,515 | ) | (6,136 | ) | |||||
Debt issuance costs | (4,527 | ) | — | (2,551 | ) | ||||||
Dividend to stockholders | (170,983 | ) | — | (145,667 | ) | ||||||
Other | (940 | ) | (974 | ) | (20 | ) | |||||
Net cash provided by (used for) financing activities | 3,838 | (6,574 | ) | (4,317 | ) | ||||||
Net change in cash and cash equivalents | (737 | ) | (650 | ) | (1,237 | ) | |||||
Cash and cash equivalents, beginning of year | 4,945 | 5,595 | 6,832 | ||||||||
Cash and cash equivalents, end of year | $ | 4,208 | $ | 4,945 | $ | 5,595 | |||||
Supplemental cash flow information ($000’s): | |||||||||||
Cash paid for interest | 47,090 | 34,873 | 33,386 | ||||||||
Cash paid (received) for taxes | 2,647 | (415 | ) | 365 | |||||||
Property and equipment accrued at the end of the period | 10,782 | 9,202 | 5,956 | ||||||||
Fixed assets acquired under capital lease obligations | 10,117 | 1,004 | 1,073 | ||||||||
Non-cash issuance of common shares | — | 157 | — | ||||||||
Non-cash repurchase of common shares | — | (188 | ) | — |
Three Months Ended December 30, 2017 | Three Months Ended December 31, 2016 | Fiscal Year 2017 | Fiscal Year 2016 | ||||||||||||||||
Net income (loss) | $ | 28,700 | 8.9% | $ | (9,709 | ) | (3.5)% | $ | 45,820 | 3.3% | $ | 14,758 | 1.2% | ||||||
Interest expense | 14,571 | 4.5% | 9,715 | 3.5% | 55,536 | 4.0% | 39,092 | 3.3% | |||||||||||
Income tax (benefit) provision | (47,914 | ) | (14.9)% | (3,359 | ) | (1.2)% | (38,647 | ) | (2.8)% | 12,534 | 1.0% | ||||||||
Depreciation and amortization | 16,711 | 5.2% | 13,756 | 5.0% | 61,115 | 4.4% | 51,993 | 4.3% | |||||||||||
EBITDA | 12,068 | 3.8% | 10,403 | 3.8% | 123,824 | 9.0% | 118,377 | 9.9% | |||||||||||
Stock compensation expense (a) | 2,012 | 0.6% | 985 | 0.4% | 5,152 | 0.4% | 4,293 | 0.4% | |||||||||||
Debt issuance costs (b) | 1,825 | 0.6% | — | —% | 4,527 | 0.3% | — | —% | |||||||||||
Asset impairment (c) | 3,117 | 1.0% | 7,080 | 2.6% | 4,117 | 0.3% | 7,132 | 0.6% | |||||||||||
Non-cash inventory write-offs (d) | — | —% | — | —% | 2,271 | 0.2% | — | —% | |||||||||||
Management fees (e) | 4,418 | 1.4% | 311 | 0.1% | 5,263 | 0.4% | 1,126 | 0.1% | |||||||||||
New store pre-opening expenses (f) | 635 | 0.2% | 311 | 0.1% | 2,531 | 0.2% | 1,983 | 0.2% | |||||||||||
Non-cash rent (g) | 77 | —% | 239 | 0.1% | 1,112 | 0.1% | 1,343 | 0.1% | |||||||||||
Litigation settlement (h) | — | —% | — | —% | 7,000 | 0.5% | — | —% | |||||||||||
Other (i) | 883 | 0.3% | 1,642 | 0.6% | 3,924 | 0.3% | 3,520 | 0.3% | |||||||||||
Adjusted EBITDA/ Adjusted EBITDA Margin | $ | 25,035 | 7.8% | $ | 20,971 | 7.6% | $ | 159,721 | 11.6% | $ | 137,774 | 11.5% |
Three Months Ended December 30, 2017 | Three Months Ended December 31, 2016 | Fiscal Year 2017 | Fiscal Year 2016 | ||||||||||||
Net income (loss) | $ | 28,700 | $ | (9,709 | ) | $ | 45,820 | $ | 14,758 | ||||||
Stock compensation expense (a) | 2,012 | 985 | 5,152 | 4,293 | |||||||||||
Debt issuance costs (b) | 1,825 | — | 4,527 | — | |||||||||||
Asset impairment (c) | 3,117 | 7,080 | 4,117 | 7,132 | |||||||||||
Non-cash inventory write-offs (d) | — | — | 2,271 | — | |||||||||||
Management fees (e) | 4,418 | 311 | 5,263 | 1,126 | |||||||||||
New store pre-opening expenses (f) | 635 | 311 | 2,531 | 1,983 | |||||||||||
Non-cash rent (g) | 77 | 239 | 1,112 | 1,343 | |||||||||||
Litigation settlement (h) | — | — | 7,000 | — | |||||||||||
Other (i) | 883 | 1,642 | 3,924 | 3,520 | |||||||||||
Amortization of acquisition intangibles and deferred financing costs (j) | 5,853 | 2,811 | 14,481 | 11,311 | |||||||||||
Tax legislation adjustment (k) | (42,965 | ) | — | (42,965 | ) | — | |||||||||
Tax effect of total adjustments (l) | (7,529 | ) | (5,352 | ) | (20,152 | ) | (12,283 | ) | |||||||
Adjusted Net (Loss) Income | $ | (2,974 | ) | $ | (1,682 | ) | $ | 33,081 | $ | 33,183 |
(a) | Non-cash charges related to stock-based compensation programs, which vary from period to period depending on the timing of awards. |
(b) | Includes $1.8 million of fees associated with the refinancing of our first line credit agreement during the fourth quarter of fiscal year 2017 and $2.7 million of fees associated with the borrowing of $175.0 million in additional principal under our first lien credit agreement during the first quarter of fiscal year 2017. |
(c) | Non-cash write-downs of capitalized software and property and equipment for the three months ended December 30, 2017 and non-cash charges related to a complete write-off of a cost-based investment during fiscal year 2017. Non-cash charges related to impairment of long-lived assets, primarily goodwill in our wholly-owned Arlington Contact Lens Service, Inc. subsidiary during three months ended December 31, 2016 and fiscal year 2016. |
(d) | Write-offs of inventory relating to the expiration of a specific type of contact lenses that could not be sold and required disposal. |
(e) | Management fees paid to Sponsors in accordance with our monitoring agreement with them in fiscal year 2017 including management termination fees paid in connection with the IPO during three months ended December 30, 2017. |
(f) | Pre-opening expenses, which include marketing and advertising, labor and occupancy expenses incurred prior to opening a new store, are generally higher than comparable expenses incurred once such store is open and generating revenue. We believe that such higher pre-opening expenses are specific in nature and amount to opening a new store and as such, are not indicative of ongoing core operating performance. We adjust for these costs to facilitate comparisons of store operating performance from period to period. Pre-opening costs are permitted exclusions in our calculation of Adjusted EBITDA pursuant to the terms of our existing credit agreement. |
(g) | Consists of the non-cash portion of rent expense, which reflects the extent to which our straight-line rent expense recognized under GAAP exceeds or is less than our cash rent payments. The adjustment can vary depending on the average age of our lease portfolio, which has been impacted by our significant growth in recent years. For newer leases, our rent expense recognized typically exceeds our cash rent payments, while for more mature leases, rent expense recognized under GAAP is typically less than our cash rent payments. |
(h) | Amounts accrued related to settlement of litigation. |
(i) | Other adjustments include amounts that management believes are not representative of our operating performance, including our share of losses on equity method investments of $0.3 million, $0.4 million, $1.0 million and $1.4 million for the three months ended December 30, 2017 and December 31, 2016 and fiscal years 2017 and 2016, respectively; the amortization impact of adjustments related to the acquisition of the Company by affiliates of KKR in March 2014 (the "KKR Acquisition") (e.g., fair value of leasehold interests) of $(0.1) million, $(0.1) million, $(0.3) million and $(0.7) million for the three months ended December 30, 2017 and December 31, 2016 and fiscal years 2017 and 2016, respectively, related to prior acquisitions; expenses related to preparation for being an SEC registrant that were not directly attributable to the IPO and therefore not charged to equity of $1.1 million, $1.8 million and $2.0 million for the three months ended December 31, 2016 and fiscal years 2017 and 2016, respectively; differences between the timing of expense versus cash payments related to contributions to charitable organizations of $(0.3) million for three months ended December 30, 2017 and December 31, 2016, and $(1.0) million during fiscal years 2017 and 2016; costs of severance and relocation of $0.4 million, $0.2 million, $1.4 million, and $1.1 million for the three months ended December 30, 2017 and December 31, 2016 and fiscal years 2017 and 2016 respectively; non-cash write-down of property and equipment of $0.4 million, $0.2 million, $0.4 million and $0.2 million for for the three months ended December 30, 2017 and December 31, 2016 and fiscal years 2017 and 2016, respectively; and other expenses and adjustments totaling $0.1 million, $0.1 million, $0.6 million, and $0.6 million for the three months ended December 30, 2017 and December 31, 2016 and fiscal years 2017 and 2016, respectively. |
(j) | Amortization of the increase in carrying values of definite-lived intangible assets resulting from the application of purchase accounting to the KKR Acquisition of $1.9 million for the three months ended December 30, 2017 and December 31, 2016 and $7.4 million for fiscal years 2017 and 2016; and 2) Amortization of debt discounts associated with the March 2014 term loan borrowings in connection with the KKR Acquisition and, to a lesser extent, amortization of debt discounts associated with the May 2015 and February 2017 incremental first lien term loans and the November 2017 first lien term loan refinancing, aggregating to $4.0 million, $1.0 million, $7.1 million and $3.9 million for the three months ended December 30, 2017 and December 31, 2016, and fiscal years 2017 and 2016, respectively. |
(k) | The adjustment represents re-measuring and reassessing the net realizability of our deferred tax assets and liabilities related to the Tax Act during fiscal year 2017. |
(l) | Income tax effect of the total adjustments at our estimated effective tax rate. |
Comparable store sales growth (a) | |||||||||||||
Three Months Ended December 30, 2017 | Three Months Ended December 31, 2016 | Fiscal Year 2017 | Fiscal Year 2016 | 2018 Outlook | |||||||||
Owned & host segment | |||||||||||||
America’s Best | 11.8 | % | 10.4 | % | 10.1 | % | 9.5 | % | |||||
Eyeglass World | 11.7 | % | 6.8 | % | 6.5 | % | 4.5 | % | |||||
Military | 2.6 | % | (8.6 | )% | (6.4 | )% | 1.6 | % | |||||
Fred Meyer | 10.0 | % | (2.6 | )% | 0.6 | % | (1.7 | )% | |||||
Legacy segment | 5.5 | % | (0.5 | )% | 1.0 | % | (2.2 | )% | |||||
Total comparable store sales growth | 11.5 | % | 7.0 | % | 8.4 | % | 6.9 | % | 3.5 - 5.5% | ||||
Adjusted comparable store sales growth(b) | 10.4 | % | 7.0 | % | 7.5 | % | 6.1 | % | 3 - 5% |
(a) | Total comparable store sales calculated based on consolidated net revenue excluding the impact of (i) corporate/other segment net revenue, (ii) sales from stores opened less than 12 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. Comparable store sales growth for America's Best, Eyeglass World, Military, and Fred Meyer is calculated based on cash basis revenues consistent with what the Chief Operating Decision Maker reviews, and consistent with reportable segment revenues presented in Note 14. "Segment Reporting" in our consolidated financial statements, with the exception of the legacy segment, which is adjusted as noted in (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 a decrease of 1.0% and an increase of 0.3% from total comparable store sales growth based on consolidated net revenue for the three months ended December 30, 2017 and December 31, 2016, respectively, and a decrease of 0.7% and 0.4% from total comparable store sales growth based on consolidated net revenue for fiscal year 2017 and fiscal year 2016, respectively, (ii) adjusted comparable store sales growth includes retail sales to the legacy partner’s customers (rather than the revenues recognized consistent with the management and services agreement), resulting in a decrease of 0.1% and 0.2% from total comparable store sales growth based on consolidated net revenue for the three months ended December 30, 2017 and December 31, 2016, respectively, and a decrease of 0.2% and 0.4% from total comparable store sales growth based on consolidated net revenue for fiscal year 2017 and fiscal year 2016, respectively, and (iii) with respect to the Company's 2018 Outlook, adjusted comparable store sales growth includes an estimated 0.5% impact for the effect of deferred and unearned income as if such revenues were earned at the point of sale and retail sales to the legacy partner's customers (rather than the revenues recognized consistent with the management and services agreement). |