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 February 27, 2019. |
National Vision Holdings, Inc. | ||
Date: February 27, 2019 | By: | /s/ Jared Brandman |
Name: | Jared Brandman | |
Title: | Senior Vice President, General Counsel and Secretary |
• | Net revenue increased 10.6% to $355.9 million |
• | 68th consecutive quarter of positive comparable store sales growth |
• | Comparable store sales growth was 4.3%; adjusted comparable store sales growth was 2.9% |
• | Net loss of $18.4 million; Adjusted net income increased to $1.0 million |
• | Adjusted EBITDA increased 16.3% to $28.7 million |
• | Diluted loss per share of $0.24; Adjusted diluted EPS of $0.01 |
• | Net revenue increased 11.7% to $1.54 billion |
• | Comparable store sales growth was 6.7%; adjusted comparable store sales growth was 5.7% |
• | Net income of $23.7 million; Adjusted net income increased 63.5% to $51.9 million |
• | Adjusted EBITDA increased 10.1% to $174.4 million |
• | Diluted EPS of $0.30; Adjusted diluted EPS of $0.66 |
• | Net revenue increased 10.6% to $355.9 million from $321.8 million for the fourth quarter of 2017. The Company’s expanded contact lens distribution relationship with Walmart added over $9 million to net revenues or approximately 290 basis points to net revenue growth. Net revenue growth benefited approximately 70 basis points due to the timing of unearned revenue. |
• | Comparable store sales growth of 4.3% and adjusted comparable store sales growth of 2.9% were driven by increases in average ticket. Customer transactions also increased, but were negatively impacted by one less selling day in the final week of the year and five stores closed for most of the quarter due to severe weather. |
• | The Company opened 16 new stores, closed one store and ended the quarter with 1,082 stores. |
• | Costs applicable to revenue increased 13.8% to $173.5 million from $152.4 million for the fourth quarter of 2017. As a percentage of net revenue, costs applicable to revenue increased 130 basis points to 48.7% from 47.4% for the fourth quarter of 2017. This increase, as a percentage of net revenue, was driven by the impact of the Company’s expanded contact lens distribution relationship with Walmart. In addition, higher optometrist costs were partially offset by a higher mix of eye exam sales as a result of the Company’s growing managed care business. |
• | Selling, general and administrative expenses (“SG&A”) increased 8.8% to $166.1 million from $152.8 million for the fourth quarter of 2017. As a percentage of net revenue, SG&A decreased 80 basis points to 46.7% from 47.5% for the fourth quarter of 2017. This decrease, as a percentage of net revenue, was driven by the impact of the Company’s expanded contact lens distribution relationship with Walmart. In addition, higher stock compensation expense and long-term incentive plan expense in the fourth quarter of 2018 were partially offset by the monitoring agreement termination fee paid in connection with the completion of the Company’s initial public offering (“IPO”) in the fourth quarter of 2017 as well as lower write-offs of managed care receivables. |
• | Depreciation and amortization expense increased 15.4% to $19.6 million from $17.0 million for the fourth quarter of 2017, primarily driven by new store openings, as well as investments in optical laboratories, distribution centers and information |
• | Interest expense decreased $5.4 million compared to the fourth quarter of 2017, primarily driven by a $3.4 million decrease in deferred debt cost amortization and a $1.5 million decrease from lower debt balances, both of which resulted from the payoff of the $125.0 million in second lien term loans and $235.0 million in outstanding amount of first lien term loans during the fourth quarter of 2017. |
• | Income tax benefit of $10.3 million compared to income tax benefit of $47.3 million for the fourth quarter of 2017, due to a $7.5 million income tax benefit resulting primarily from stock option exercises in the fourth quarter of 2018 and a one-time tax benefit of $42.1 million from the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act (“Tax Legislation”) in the fourth quarter of 2017. |
• | Net loss was $18.4 million compared to net income of $27.3 million for the fourth quarter of 2017. Net margin was (5.2)% compared to 8.5% for the fourth quarter of 2017. Diluted loss per share was $0.24 per share compared to diluted EPS of $0.37 for the fourth quarter of 2017. |
• | Adjusted net income of $1.0 million compared to adjusted net loss of $3.3 million for the fourth quarter of 2017. Adjusted diluted EPS of $0.01 compared to adjusted diluted loss of $0.05 per share for the fourth quarter of 2017. |
• | Adjusted EBITDA increased 16.3% to $28.7 million compared to $24.7 million for the fourth quarter of 2017. Adjusted EBITDA growth benefited 660 basis points from the $1.6 million net change in margin on unearned revenue. Adjusted EBITDA margin increased 40 basis points to 8.1% from 7.7% for the fourth quarter of 2017. |
• | Net revenue increased 11.7% to $1.5 billion from $1.4 billion for 2017. |
• | Comparable store sales growth of 6.7% and adjusted comparable store sales growth of 5.7% were driven by an increase in customer transactions and, to a lesser extent, average ticket. |
• | The Company opened 74 stores, closed five stores and ended the period with 1,082 stores. Overall, store count grew 6.8% from December 31, 2017 to December 29, 2018. |
• | As a result of changes in California law, in the third quarter of 2017, the Legacy segment began providing eye examination services that previously had been provided by FirstSight, increasing Legacy comparable store sales growth by 115 basis points. Also, in the fourth quarter of 2017, FirstSight ceased the sale of vision care products in Walmart locations that are not operated by the Company, reducing its net revenue and associated costs by approximately $5.4 million for fiscal year 2018, with an immaterial impact on income from operations. |
• | Costs applicable to revenue increased 12.0% to $713.6 million from $637.0 million for fiscal year 2017. As a percentage of net revenue, costs applicable to revenue increased 10 basis points to 46.4% from 46.3% for 2017. This increase, as a percentage of net revenue, was primarily driven by higher optometrist costs and the impact of the Company’s expanded contact lens distribution relationship with Walmart, partially offset by a higher mix of exam sales as a result of the Company’s growing managed care business, higher vendor rebates and a $2.3 million inventory write-off in 2017. |
• | SG&A increased 14.6% to $687.5 million from $600.0 million for 2017. As a percentage of net revenue, SG&A increased 110 basis points to 44.7% from 43.6% for 2017. This increase as a percentage of net revenue was primarily driven by stock compensation expense, long-term incentive plan expense, investment in advertising, and incremental corporate expenses as a result of becoming a public company, partially offset by the monitoring agreement termination fee paid in connection with the completion of the Company’s IPO in 2017. |
• | Depreciation and amortization expense increased 20.0% to $74.3 million from $62.0 million for 2017, primarily driven by new store openings, as well as investments in optical laboratories, distribution centers and information technology infrastructure, including omni-channel platform related investments. |
• | Interest expense, net, decreased $18.3 million compared to 2017, driven by a $14.9 million decrease resulting from the payoff of the $125.0 million in second lien term loans and $235.0 million in outstanding amount of first lien term loans during the fourth quarter of fiscal year 2017 and a $5.2 million decrease in deferred debt cost amortization related to the IPO debt paydown, partially offset by a $2.2 million increase related to interest payments to counterparties associated with the Company's derivative cash flow hedges. |
• | Income tax benefit of $18.8 million compared to income tax benefit of $38.9 million for 2017, due to a $25.5 million income tax benefit resulting primarily from stock option exercises in 2018 and the one-time tax benefit of $42.1 million from the remeasurement of deferred tax assets and liabilities as a result of the Tax Legislation in 2017. |
• | Net income was $23.7 million compared to $43.1 million for 2017. Net margin decreased 160 basis points to 1.5% from 3.1% for 2017. Diluted EPS was $0.30 compared to $0.70 for 2017. |
• | Adjusted net income increased 63.5% to $51.9 million compared to $31.8 million for 2017. Adjusted diluted EPS increased 29.4% to $0.66 per diluted share compared to $0.51 per diluted share for 2017. |
• | Adjusted EBITDA increased 10.1% to $174.4 million compared to $158.4 million for 2017. Adjusted EBITDA growth benefited 120 basis points from the $1.9 million net change in margin on unearned revenue. Adjusted EBITDA margin decreased 20 basis points to 11.3% from 11.5% for 2017. The 2018 adjusted EBITDA margin reflected the impact of the Company’s expanded contact lens distribution relationship with Walmart and public company expenses, partially offset by the benefit from the net change in margin on unearned revenue. |
• | The Company’s cash balance was $17.1 million as of December 29, 2018. The Company had no borrowings under its $100.0 million first lien revolving credit facility, exclusive of letters of credit of $5.5 million. |
• | Total debt was $578.1 million as of December 29, 2018, consisting of outstanding first lien term loans and capital lease obligations. |
• | Cash flows from operating activities for 2018 were $106.6 million compared to $90.3 million for 2017. |
• | Capital expenditures for 2018 totaled $104.5 million compared to $93.2 million for 2017. |
Fiscal 2019 Outlook | |
New Stores | ~75 New Stores |
Adjusted Comparable Store Sales Growth | 3 - 5% |
Net Revenue (1) | $1.675 - $1.705 billion |
Adjusted EBITDA | $186 - $191 million |
Adjusted Net Income | $53.5 - $56.5 million |
Depreciation and Amortization | $88 - $90 million |
Interest | $36 - $37 million |
Tax Rate (2) | ~26.0% |
Capital Expenditures | $100 - $105 million |
(1) Includes an estimated $20 - 25 million in incremental net revenue from the expanded contact lens distribution relationship with Walmart (2) Excluding the impact of stock option exercises |
ASSETS | As of December 29, 2018 | As of December 30, 2017 | |||||
Current assets: | |||||||
Cash and cash equivalents | $ | 17,132 | $ | 4,208 | |||
Accounts receivable, net | 50,735 | 43,193 | |||||
Inventories | 116,022 | 91,151 | |||||
Prepaid expenses and other current assets | 30,815 | 23,925 | |||||
Total current assets | 214,704 | 162,477 | |||||
Property and equipment, net | 355,117 | 302,280 | |||||
Other assets: | |||||||
Goodwill | 777,613 | 792,744 | |||||
Trademarks and trade names | 240,547 | 240,547 | |||||
Other intangible assets, net | 64,532 | 72,903 | |||||
Other assets | 8,876 | 10,988 | |||||
Total non-current assets | 1,446,685 | 1,419,462 | |||||
Total assets | $ | 1,661,389 | $ | 1,581,939 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 43,642 | $ | 35,708 | |||
Other payables and accrued expenses | 81,004 | 77,611 | |||||
Unearned revenue | 27,295 | 27,739 | |||||
Deferred revenue | 52,144 | 62,993 | |||||
Current maturities of long-term debt | 7,567 | 7,258 | |||||
Total current liabilities | 211,652 | 211,309 | |||||
Long-term debt, less current portion and debt discount | 570,545 | 561,980 | |||||
Other non-current liabilities: | |||||||
Deferred revenue | 20,134 | 31,222 | |||||
Other liabilities | 53,964 | 50,902 | |||||
Deferred income taxes, net | 61,940 | 71,926 | |||||
Total other non-current liabilities | 136,038 | 154,050 | |||||
Commitments and contingencies (See Note 12) | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.01 par value; 200,000 shares authorized; 78,246 and 74,654 shares issued as of December 29, 2018 and December 30, 2017, respectively; 78,167 and 74,654 shares outstanding as of December 29, 2018 and December 30, 2017, respectively | 782 | 746 | |||||
Additional paid-in capital | 672,503 | 631,798 | |||||
Accumulated other comprehensive loss | (2,810 | ) | (9,868 | ) | |||
Retained earnings | 74,840 | 32,157 | |||||
Treasury stock, at cost; 79 and 28 shares as of December 29, 2018 and December 30, 2017, respectively | (2,161 | ) | (233 | ) | |||
Total stockholders’ equity | 743,154 | 654,600 | |||||
Total liabilities and stockholders’ equity | $ | 1,661,389 | $ | 1,581,939 |
Three Months Ended December 29, 2018 (Unaudited) | Three Months Ended December 30, 2017 (Unaudited) | Fiscal Year 2018 | Fiscal Year 2017 | ||||||||||||
Revenue: | |||||||||||||||
Net product sales | $ | 292,115 | $ | 262,121 | $ | 1,269,612 | $ | 1,129,313 | |||||||
Net sales of services and plans | 63,807 | $ | 59,698 | 267,242 | 245,995 | ||||||||||
Total net revenue | 355,922 | 321,819 | 1,536,854 | 1,375,308 | |||||||||||
Costs applicable to revenue (exclusive of depreciation and amortization): | |||||||||||||||
Products | 121,846 | 106,979 | 511,406 | 456,078 | |||||||||||
Services and plans | 51,624 | 45,414 | 202,165 | 180,888 | |||||||||||
Total costs applicable to revenue | 173,470 | 152,393 | 713,571 | 636,966 | |||||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative expenses | 166,132 | 152,756 | 687,476 | 600,010 | |||||||||||
Depreciation and amortization | 19,556 | 16,953 | 74,339 | 61,974 | |||||||||||
Asset impairment | 15,493 | 3,117 | 17,630 | 4,117 | |||||||||||
Litigation settlement | — | — | — | 7,000 | |||||||||||
Other expense, net | 658 | 206 | 1,487 | 950 | |||||||||||
Total operating expenses | 201,839 | 173,032 | 780,932 | 674,051 | |||||||||||
Income (loss) from operations | (19,387 | ) | (3,606 | ) | 42,351 | 64,291 | |||||||||
Interest expense, net | 9,139 | 14,571 | 37,283 | 55,536 | |||||||||||
Debt issuance costs | 200 | 1,825 | 200 | 4,527 | |||||||||||
Earnings (loss) before income taxes | (28,726 | ) | (20,002 | ) | 4,868 | 4,228 | |||||||||
Income tax benefit | (10,286 | ) | (47,343 | ) | (18,785 | ) | (38,910 | ) | |||||||
Net income (loss) | $ | (18,440 | ) | $ | 27,341 | $ | 23,653 | $ | 43,138 | ||||||
Earnings (loss) per share: | |||||||||||||||
Basic | $ | (0.24 | ) | $ | 0.39 | $ | 0.31 | $ | 0.72 | ||||||
Diluted | $ | (0.24 | ) | $ | 0.37 | $ | 0.30 | $ | 0.70 | ||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 77,526 | 70,454 | 75,899 | 59,895 | |||||||||||
Diluted | 77,526 | 73,256 | 79,041 | 62,035 | |||||||||||
Comprehensive income (loss): | |||||||||||||||
Net income (loss) | $ | (18,440 | ) | $ | 27,341 | $ | 23,653 | $ | 43,138 | ||||||
Unrealized gain (loss) on hedge instruments | (2,354 | ) | $ | 5,437 | 9,488 | $ | 7,613 | ||||||||
Tax provision (benefit) of unrealized gain (loss) on hedge instruments | (603 | ) | $ | 2,082 | 2,430 | $ | 2,925 | ||||||||
Comprehensive income (loss) | $ | (20,191 | ) | $ | 30,696 | $ | 30,711 | $ | 47,826 |
Fiscal Year 2018 | Fiscal Year 2017 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 23,653 | $ | 43,138 | |||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||
Depreciation and amortization | 74,339 | 61,974 | |||||
Amortization of loan costs | 1,848 | 7,078 | |||||
Asset impairment | 17,630 | 4,117 | |||||
Deferred income tax (benefit) | (19,340 | ) | (39,997 | ) | |||
Non-cash stock option compensation | 20,939 | 5,152 | |||||
Non-cash inventory adjustments | 3,868 | 5,496 | |||||
Bad debt expense | 7,107 | 8,035 | |||||
Debt issuance costs | 200 | 4,527 | |||||
Other | 2,413 | 1,188 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | (14,649 | ) | (16,858 | ) | |||
Inventories | (28,739 | ) | (9,583 | ) | |||
Other assets | (7,011 | ) | (2,075 | ) | |||
Accounts payable | 7,934 | (3,692 | ) | ||||
Deferred revenue | 3,839 | 6,787 | |||||
Other liabilities | 12,597 | 14,965 | |||||
Net cash provided by operating activities | 106,628 | 90,252 | |||||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (104,493 | ) | (93,219 | ) | |||
Purchase of investments | — | (1,500 | ) | ||||
Other | 272 | 136 | |||||
Net cash used for investing activities | (104,221 | ) | (94,583 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of long-term debt | 200,000 | 174,924 | |||||
Proceeds from issuance of common stock | 19,802 | 373,024 | |||||
Principal payments on long-term debt | (204,275 | ) | (367,660 | ) | |||
Purchase of treasury stock | (1,928 | ) | — | ||||
Payments on capital lease obligations | (1,802 | ) | (940 | ) | |||
Debt issuance costs | (1,400 | ) | (4,527 | ) | |||
Dividend to stockholders | — | (170,983 | ) | ||||
Other | — | — | |||||
Net cash provided by financing activities | 10,397 | 3,838 | |||||
Net change in cash, cash equivalents and restricted cash | 12,804 | (493 | ) | ||||
Cash and cash equivalents and restricted cash, beginning of year | 5,194 | 5,687 | |||||
Cash and cash equivalents and restricted cash, end of year | $ | 17,998 | $ | 5,194 | |||
Supplemental cash flow information: | |||||||
Cash paid for interest | 33,469 | 47,090 | |||||
Cash paid for taxes | 1,447 | 2,647 | |||||
Property and equipment accrued at the end of the period | 14,078 | 10,782 | |||||
Fixed assets acquired under capital lease obligations | 14,303 | 10,117 | |||||
Non-cash issuance of common shares | 446 | — | |||||
Non-cash purchase of treasury stock | (446 | ) | — |
Fiscal Year 2018 | Fiscal Year 2017 | ||||||
Cash and cash equivalents | $ | 17,132 | $ | 4,208 | |||
Restricted cash included in other assets | 866 | 986 | |||||
Total cash, cash equivalents and restricted cash | $ | 17,998 | $ | 5,194 |
Three Months Ended December 29, 2018 | Three Months Ended December 30, 2017 | Fiscal Year 2018 | Fiscal Year 2017 | ||||||||||||||||
Net income (loss) | $ | (18,440 | ) | (5.2)% | $ | 27,341 | 8.5% | $ | 23,653 | 1.5% | $ | 43,138 | 3.1% | ||||||
Interest expense | 9,139 | 2.6% | 14,571 | 4.5% | 37,283 | 2.4% | 55,536 | 4.0% | |||||||||||
Income tax benefit | (10,286 | ) | (2.9)% | (47,343 | ) | (14.7)% | (18,785 | ) | (1.2)% | (38,910 | ) | (2.8)% | |||||||
Depreciation and amortization | 19,556 | 5.5% | 16,953 | 5.3% | 74,339 | 4.8% | 61,974 | 4.5% | |||||||||||
EBITDA | (31 | ) | 0.0% | 11,522 | 3.6% | 116,490 | 7.6% | 121,738 | 8.9% | ||||||||||
Stock compensation expense (a) | 7,190 | 2.0% | 2,012 | 0.6% | 20,939 | 1.4% | 5,152 | 0.4% | |||||||||||
Debt issuance costs (b) | 200 | 0.1% | 1,825 | 0.6% | 200 | 0.0% | 4,527 | 0.3% | |||||||||||
Asset impairment (c) | 15,493 | 4.4% | 3,117 | 1.0% | 17,630 | 1.1% | 4,117 | 0.3% | |||||||||||
Non-cash inventory write-offs (d) | — | —% | — | —% | — | —% | 2,271 | 0.2% | |||||||||||
Management fees (e) | — | —% | 4,418 | 1.4% | — | —% | 5,263 | 0.4% | |||||||||||
New store pre-opening expenses (f) | 487 | 0.1% | 635 | 0.2% | 2,229 | 0.1% | 2,531 | 0.2% | |||||||||||
Non-cash rent (g) | 867 | 0.2% | 289 | 0.1% | 2,801 | 0.2% | 1,919 | 0.1% | |||||||||||
Litigation settlement (h) | — | —% | — | —% | — | —% | 7,000 | 0.5% | |||||||||||
Secondary offering expenses (i) | 609 | 0.2% | — | —% | 2,451 | 0.2% | — | —% | |||||||||||
Long-term incentive plan(j) | 2,429 | 0.7% | — | —% | 7,040 | 0.5% | — | —% | |||||||||||
Other (k) | 1,473 | 0.4% | 883 | 0.3% | 4,585 | 0.3% | 3,924 | 0.3% | |||||||||||
Adjusted EBITDA/ Adjusted EBITDA Margin | $ | 28,717 | 8.1% | $ | 24,701 | 7.7% | $ | 174,365 | 11.3% | $ | 158,442 | 11.5% |
Three Months Ended December 29, 2018 | Three Months Ended December 30, 2017 | Fiscal Year 2018 | Fiscal Year 2017 | ||||||||||||
Net income (loss) | $ | (18,440 | ) | $ | 27,341 | $ | 23,653 | $ | 43,138 | ||||||
Stock compensation expense (a) | 7,190 | 2,012 | 20,939 | 5,152 | |||||||||||
Debt issuance costs (b) | 200 | 1,825 | 200 | 4,527 | |||||||||||
Asset impairment (c) | 15,493 | 3,117 | 17,630 | 4,117 | |||||||||||
Non-cash inventory write-offs (d) | — | — | — | 2,271 | |||||||||||
Management fees (e) | — | 4,418 | — | 5,263 | |||||||||||
New store pre-opening expenses (f) | 487 | 635 | 2,229 | 2,531 | |||||||||||
Non-cash rent (g) | 867 | 289 | 2,801 | 1,919 | |||||||||||
Litigation settlement (h) | — | — | — | 7,000 | |||||||||||
Secondary offering expenses (i) | 609 | — | 2,451 | — | |||||||||||
Long-term incentive plan(j) | 2,429 | — | 7,040 | — | |||||||||||
Other (k) | 1,473 | 883 | 4,585 | 3,924 | |||||||||||
Amortization of acquisition intangibles and deferred financing costs (l) | 2,413 | 5,853 | 9,253 | 14,481 | |||||||||||
Tax benefit of stock option exercises(m) | (7,580 | ) | — | (25,544 | ) | — | |||||||||
Tax legislation adjustment (n) | — | (42,089 | ) | — | (42,089 | ) | |||||||||
Tax effect of total adjustments (o) | (4,102 | ) | (7,613 | ) | (13,309 | ) | (20,475 | ) | |||||||
Adjusted Net Income (Loss) | $ | 1,039 | $ | (3,329 | ) | $ | 51,928 | $ | 31,759 |
Three Months Ended December 29, 2018 | Three Months Ended December 30, 2017 | Fiscal Year 2018 | Fiscal Year 2017 | ||||||||||||
Diluted EPS | $ | (0.24 | ) | $ | 0.37 | $ | 0.30 | $ | 0.70 | ||||||
Stock compensation expense (a) | 0.09 | 0.03 | 0.26 | 0.08 | |||||||||||
Debt issuance costs (b) | 0.00 | 0.02 | 0.00 | 0.07 | |||||||||||
Asset impairment (c) | 0.20 | 0.04 | 0.22 | 0.07 | |||||||||||
Non-cash inventory write-offs (d) | — | — | — | 0.04 | |||||||||||
Management fees (e) | — | 0.06 | — | 0.08 | |||||||||||
New store pre-opening expenses (f) | 0.01 | 0.01 | 0.03 | 0.04 | |||||||||||
Non-cash rent (g) | 0.01 | 0.00 | 0.04 | 0.03 | |||||||||||
Litigation settlement (h) | — | — | — | 0.11 | |||||||||||
Secondary offering expenses (i) | 0.01 | — | 0.03 | — | |||||||||||
Long-term incentive plan(j) | 0.03 | — | 0.09 | — | |||||||||||
Other (k) | 0.02 | 0.01 | 0.06 | 0.06 | |||||||||||
Amortization of acquisition intangibles and deferred financing costs (l) | 0.03 | 0.08 | 0.12 | 0.23 | |||||||||||
Tax benefit of stock option exercises(m) | (0.10 | ) | — | (0.32 | ) | — | |||||||||
Tax legislation adjustment (n) | — | (0.57 | ) | — | (0.68 | ) | |||||||||
Tax effect of total adjustments (o) | (0.05 | ) | (0.10 | ) | (0.17 | ) | (0.33 | ) | |||||||
Adjusted Diluted EPS | $ | 0.01 | $ | (0.05 | ) | $ | 0.66 | $ | 0.51 | ||||||
Weighted average diluted shares outstanding | 77,526 | 73,256 | 79,041 | 62,035 | |||||||||||
Note: Some of the totals in the table above do not foot due to rounding differences |
(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) | For fiscal year 2018, fees associated with the issuance of new term loans during the fourth quarter of fiscal year 2018. For fiscal year 2017, includes $2.7 million of fees associated with the borrowing of $175.0 million in additional principal under our first lien credit agreement and $1.8 million of fees associated with the refinancing of our first lien credit agreement. |
(c) | Non-cash charges related to impairment of long-lived assets, primarily goodwill in our Military and Fred Meyer brands during three months ended December 29, 2018 and fiscal year 2018. 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 and impairment of capitalized software and property and equipment for during fiscal year 2017. |
(d) | Reflects write-offs of inventory relating to the expiration of a specific type of contact lens that could not be sold and required disposal. |
(e) | Reflects management fees paid to Kohlberg Kravis Roberts & Co. L.P. (“KKR Sponsor”) and Berkshire Partners (“Berkshire”) in accordance with our monitoring agreement with them. The monitoring agreement was terminated automatically in accordance with its terms upon the consummation of the initial public offering (“the IPO”) in October 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. |
(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. |
(h) | Expenses associated with settlement of litigation. See Part I. Item 3. “Legal Proceedings” and Note 12. “Commitments and Contingencies” in our consolidated financial statements included in Part II. Item 8. of our annual report on form 10-K for further details. |
(i) | Expenses related to our secondary public offerings during fiscal year 2018. |
(j) | Expenses pursuant to a long-term incentive plan for non-executive employees who were not participants in the management equity plan for fiscal year 2018. This plan was effective in 2014 following the acquisition of the Company by KKR Sponsor, during fiscal year 2018, a $4.6 million payout was triggered as a result of the second secondary offering of common stock by KKR Sponsor and other selling stockholders completed in the third quarter of 2018. The remaining $2.4 million relates to the third secondary offering and is accrued but not paid as of fiscal year end 2018. |
(k) | 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, for the three months ended December 29, 2018 and December 30, 2017, and $1.3 million and $1.0 million for fiscal years 2018 and 2017, respectively; the amortization impact of adjustments related to the acquisition of the Company by affiliates of KKR Sponsor in March 2014 (the "KKR Acquisition") (e.g., fair value of leasehold interests) of $0.1 million, $(0.1) million, $0.4 million and $(0.3) million for the three months ended December 29, 2018 and December 30, 2017 and fiscal years 2018 and 2017, 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 $1.8 million for fiscal year 2017; differences between the timing of expense versus cash payments related to contributions to charitable organizations of $(0.2) million and $(0.3) million for three months ended December 29, 2018 and December 30, 2017, respectively, and $(1.0) million during fiscal years 2018 and 2017; costs of severance and relocation of $0.1 million, $0.4 million, $1.0 million, and $1.4 million for the three months ended December 29, 2018 and December 30, 2017 and fiscal years 2018 and 2017 respectively; excess payroll taxes related to stock option exercises of $0.6 million and $1.8 million for the three months ended December 29, 2018 and fiscal year 2018, respectively; and other expenses and adjustments totaling $0.6 million and $0.5 million for the three months ended December 29, 2018 and December 30, 2017, respectively, and $1.1 million and $1.0 million for fiscal years 2018 and 2017, respectively. |
(l) | 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 29, 2018 and December 30, 2017, and $7.4 million for fiscal years 2018 and 2017; 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 Loan B and the November 2017 First Lien - Term Loan B loan refinancing, aggregating to $0.5 million, $4.0 million, $1.9 million and $7.1 million for the three months ended December 29, 2018 and December 30, 2017, and fiscal years 2018 and 2017, respectively. The $7.1 million additional expense for fiscal year 2017 includes a $3.3 million write-off of debt discounts associated with the repayment of the entire $125.0 million second lien term loan balance. |
(m) | Tax benefit associated with accounting guidance adopted at the beginning of fiscal year 2017 (Accounting Standards Update 2016-09,Compensation - Stock Compensation), requiring excess tax benefits to be recorded in earnings as discrete items in the reporting period in which they occur. |
(n) | The adjustment represents re-measuring and reassessing the net realizability of our deferred tax assets and liabilities during fiscal year 2017. See Note 6. “Income Taxes” in our consolidated financial statements included in Part II. Item 8. of our annual report on form 10-K for additional information regarding the Tax Legislation. |
(o) | Represents the income tax effect of the total adjustments at our combined statutory federal and state income tax rates. |
Comparable store sales growth (a) | |||||||||||||
Three Months Ended December 29, 2018 | Three Months Ended December 30, 2017 | Fiscal Year 2018 | Fiscal Year 2017 | 2019 Outlook | |||||||||
Owned & host segment | |||||||||||||
America’s Best | 5.9 | % | 11.8 | % | 7.2 | % | 10.1 | % | |||||
Eyeglass World | 2.3 | % | 11.7 | % | 6.8 | % | 6.5 | % | |||||
Military | (19.4 | )% | 2.6 | % | (5.7 | )% | (6.4 | )% | |||||
Fred Meyer | (13.5 | )% | 10.0 | % | (2.2 | )% | 0.6 | % | |||||
Legacy segment | (5.6 | )% | 5.5 | % | 0.6 | % | 1.0 | % | |||||
Total comparable store sales growth | 4.3 | % | 11.5 | % | 6.7 | % | 8.4 | % | 3.5 - 5.5% | ||||
Adjusted comparable store sales growth(b) | 2.9 | % | 10.4 | % | 5.7 | % | 7.5 | % | 3 - 5% |
(a) | Total comparable store sales is calculated 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 Chief Operating Decision Maker reviews, and consistent with reportable segment revenues presented in Note 15. "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 1.1% and 1.0% from total comparable store sales growth based on consolidated net revenue for the three months ended December 29, 2018 and December 30, 2017, respectively, and a decrease of 0.8% and 0.7% from total comparable store sales growth based on consolidated net revenue for fiscal year 2018 and fiscal year 2017, 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 & services agreement), resulting in a decrease of 0.3% and 0.1% from total comparable store sales growth based on consolidated net revenue for the three months ended December 29, 2018 and December 30, 2017, respectively, and a decrease of 0.2% from total comparable store sales growth based on consolidated net revenue for each of the fiscal years 2018 and 2017, and (iii) with respect to the Company's 2019 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 & services agreement). |
As of December 30, 2017 | |||||||||||
In thousands | As Previously Reported | Adjustments | As Corrected | ||||||||
Property and equipment, net | $ | 304,132 | $ | (1,852 | ) | $ | 302,280 | ||||
Total non-current assets | $ | 1,421,314 | $ | (1,852 | ) | $ | 1,419,462 | ||||
Total assets | $ | 1,583,791 | $ | (1,852 | ) | $ | 1,581,939 | ||||
Other liabilities | $ | 46,044 | $ | 4,858 | $ | 50,902 | |||||
Deferred income taxes, net | $ | 73,648 | $ | (1,722 | ) | $ | 71,926 | ||||
Total other non-current liabilities | $ | 150,914 | $ | 3,136 | $ | 154,050 | |||||
Retained earnings | $ | 37,145 | $ | (4,988 | ) | $ | 32,157 | ||||
Total stockholders’ equity | $ | 659,588 | $ | (4,988 | ) | $ | 654,600 | ||||
Total liabilities and stockholders’ equity | $ | 1,583,791 | $ | (1,852 | ) | $ | 1,581,939 |
Three Months Ended December 30, 2017 | Fiscal Year 2017 | ||||||||||||||||||||||
As Previously Reported | Adjustments | As Corrected | As Previously Reported | Adjustments | As Corrected | ||||||||||||||||||
Operating Expenses: | |||||||||||||||||||||||
Selling, general and administrative expenses | $ | 152,210 | $ | 546 | $ | 152,756 | $ | 597,924 | $ | 2,086 | $ | 600,010 | |||||||||||
Depreciation and amortization | $ | 16,711 | $ | 242 | $ | 16,953 | $ | 61,115 | $ | 859 | $ | 61,974 | |||||||||||
Total operating expenses | $ | 172,244 | $ | 788 | $ | 173,032 | $ | 671,106 | $ | 2,945 | $ | 674,051 | |||||||||||
Income (loss) from operations | $ | (2,818 | ) | $ | (788 | ) | $ | (3,606 | ) | $ | 67,236 | $ | (2,945 | ) | $ | 64,291 | |||||||
Earnings (loss) before income taxes | $ | (19,214 | ) | $ | (788 | ) | $ | (20,002 | ) | $ | 7,173 | $ | (2,945 | ) | $ | 4,228 | |||||||
Income tax provision (benefit) | $ | (47,914 | ) | $ | 571 | $ | (47,343 | ) | $ | (38,647 | ) | $ | (263 | ) | $ | (38,910 | ) | ||||||
Net income | $ | 28,700 | $ | (1,359 | ) | $ | 27,341 | $ | 45,820 | $ | (2,682 | ) | $ | 43,138 | |||||||||
Earnings per share: | |||||||||||||||||||||||
Basic | $ | 0.41 | $ | (0.02 | ) | $ | 0.39 | $ | 0.77 | $ | (0.05 | ) | $ | 0.72 | |||||||||
Diluted | $ | 0.39 | $ | (0.02 | ) | $ | 0.37 | $ | 0.74 | $ | (0.04 | ) | $ | 0.70 | |||||||||
Comprehensive income: | $ | 32,055 | $ | (1,359 | ) | $ | 30,696 | $ | 50,508 | $ | (2,682 | ) | $ | 47,826 |
Fiscal Year 2017 | |||||||||||
In thousands | As Previously Reported | Adjustments | As Corrected | ||||||||
Net income | $ | 45,820 | $ | (2,682 | ) | $ | 43,138 | ||||
Depreciation and amortization | $ | 61,115 | $ | 859 | $ | 61,974 | |||||
Deferred income tax expense (benefit) | $ | (39,734 | ) | $ | (263 | ) | $ | (39,997 | ) | ||
Changes in operating assets and liabilities: Other liabilities | $ | 12,879 | $ | 2,086 | $ | 14,965 |
Three Months Ended December 30, 2017 | Fiscal Year 2017 | ||||||||||||||||||||||
In thousands, except earnings per share | As Previously Reported | Adjustments | As Corrected | As Previously Reported | Adjustments | As Corrected | |||||||||||||||||
Net income | $ | 28,700 | $ | (1,359 | ) | $ | 27,341 | $ | 45,820 | $ | (2,682 | ) | $ | 43,138 | |||||||||
Income tax benefit | $ | (47,914 | ) | $ | 571 | $ | (47,343 | ) | $ | (38,647 | ) | $ | (263 | ) | $ | (38,910 | ) | ||||||
Depreciation and amortization | $ | 16,711 | $ | 242 | $ | 16,953 | $ | 61,115 | $ | 859 | $ | 61,974 | |||||||||||
EBITDA | $ | 12,068 | $ | (546 | ) | $ | 11,522 | $ | 123,824 | $ | (2,086 | ) | $ | 121,738 | |||||||||
Non-cash rent | $ | 77 | $ | 212 | $ | 289 | $ | 1,112 | $ | 807 | $ | 1,919 | |||||||||||
Adjusted EBITDA/Adjusted EBITDA Margin | $ | 25,035 | $ | (334 | ) | $ | 24,701 | $ | 159,721 | $ | (1,279 | ) | $ | 158,442 | |||||||||
Net income | $ | 28,700 | $ | (1,359 | ) | $ | 27,341 | $ | 45,820 | $ | (2,682 | ) | $ | 43,138 | |||||||||
Non-cash rent | $ | 77 | $ | 212 | $ | 289 | $ | 1,112 | $ | 807 | $ | 1,919 | |||||||||||
Tax legislation adjustment | $ | (42,965 | ) | $ | 876 | $ | (42,089 | ) | $ | (42,965 | ) | $ | 876 | $ | (42,089 | ) | |||||||
Tax effect of total adjustments | $ | (7,529 | ) | $ | (84 | ) | $ | (7,613 | ) | $ | (20,152 | ) | $ | (323 | ) | $ | (20,475 | ) | |||||
Adjusted Net Income (Loss) | $ | (2,974 | ) | $ | (355 | ) | $ | (3,329 | ) | $ | 33,081 | $ | (1,322 | ) | $ | 31,759 | |||||||
Diluted EPS | $ | 0.39 | $ | (0.02 | ) | $ | 0.37 | $ | 0.74 | $ | (0.04 | ) | $ | 0.70 | |||||||||
Non-cash rent | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.02 | $ | 0.01 | $ | 0.03 | |||||||||||
Tax legislation adjustment | $ | (0.59 | ) | $ | 0.02 | $ | (0.57 | ) | $ | (0.69 | ) | $ | 0.01 | $ | (0.68 | ) | |||||||
Tax effect of total adjustments | $ | (0.10 | ) | $ | 0.00 | $ | (0.10 | ) | $ | (0.32 | ) | $ | (0.01 | ) | $ | (0.33 | ) | ||||||
Adjusted Diluted EPS | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.05 | ) | $ | 0.53 | $ | (0.02 | ) | $ | 0.51 |