This Quarterly Report on Form 10-Q (this “Form 10-Q”) 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, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements.

Words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts or guarantees of future performance and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth in Part II, Item 1A - “Risk Factors” in this Form 10-Q and Part I, Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January 2, 2021 (the “2020 Annual Report on Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”), as such risk factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, and also include the following:

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this Form 10-Q apply only as of the date of this Form 10-Q or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

All references to “we,” “us,” “our,” or the “Company” in this Form 10-Q mean National Vision Holdings, Inc. and its subsidiaries, unless the context otherwise requires. References to “eye care practitioners” in this Form 10-Q mean optometrists and ophthalmologists and references to “vision care professionals” mean optometrists (including optometrists employed by us or by professional corporations owned by eye care practitioners with which we have arrangements) and opticians.

We use our website www.nationalvision.com as a channel of distribution of Company information. Financial and other important information regarding the Company is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about National Vision Holdings, Inc. when you enroll your e-mail address by visiting the “Email Alerts” page of the Investor Resources section of our website at www.nationalvision.com/investors. The contents of our website are not, however, a part of this Form 10-Q.


ASSETS	ASSETS	As of July 3, 2021		As of January 2, 2021		ASSETS	As of October 2, 2021		As of January 2, 2021
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	408,301	$	373,903	Cash and cash equivalents	$	439,117	$	373,903
Accounts receivable, net	Accounts receivable, net	54,733		57,989		Accounts receivable, net	54,080		57,989
Inventories	Inventories	120,863		111,274		Inventories	124,637		111,274
Prepaid expenses and other current assets	Prepaid expenses and other current assets	24,466		23,484		Prepaid expenses and other current assets	28,553		23,484
Total current assets	Total current assets	608,363		566,650		Total current assets	646,387		566,650

Property and equipment, net	Property and equipment, net	335,504		341,293		Property and equipment, net	333,820		341,293
Other assets:	Other assets:					Other assets:
Goodwill	Goodwill	777,613		777,613		Goodwill	777,613		777,613
Trademarks and trade names	Trademarks and trade names	240,547		240,547		Trademarks and trade names	240,547		240,547
Other intangible assets, net	Other intangible assets, net	45,766		49,511		Other intangible assets, net	43,893		49,511
Right of use assets	Right of use assets	343,708		340,141		Right of use assets	344,341		340,141
Other assets	Other assets	17,715		17,743		Other assets	18,870		17,743
Total non-current assets	Total non-current assets	1,760,853		1,766,848		Total non-current assets	1,759,084		1,766,848
Total assets	Total assets	$	2,369,216	$	2,333,498	Total assets	$	2,405,471	$	2,333,498
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	77,677	$	64,861	Accounts payable	$	76,124	$	64,861
Other payables and accrued expenses	Other payables and accrued expenses	116,508		110,309		Other payables and accrued expenses	98,749		110,309
Unearned revenue	Unearned revenue	39,071		32,657		Unearned revenue	35,328		32,657
Deferred revenue	Deferred revenue	68,612		58,899		Deferred revenue	68,763		58,899
Current maturities of long-term debt and finance lease obligations	Current maturities of long-term debt and finance lease obligations	4,285		3,598		Current maturities of long-term debt and finance lease obligations	4,418		3,598
Current operating lease obligations	Current operating lease obligations	64,330		58,356		Current operating lease obligations	65,454		58,356
Total current liabilities	Total current liabilities	370,483		328,680		Total current liabilities	348,836		328,680

Long-term debt and finance lease obligations, less current portion and debt discount	Long-term debt and finance lease obligations, less current portion and debt discount	616,160		651,763		Long-term debt and finance lease obligations, less current portion and debt discount	615,620		651,763
Non-current operating lease obligations	Non-current operating lease obligations	326,478		327,371		Non-current operating lease obligations	325,786		327,371
Other non-current liabilities:	Other non-current liabilities:					Other non-current liabilities:
Deferred revenue	Deferred revenue	23,483		20,828		Deferred revenue	23,992		20,828
Other liabilities	Other liabilities	14,272		17,415		Other liabilities	13,586		17,415
Deferred income taxes, net	Deferred income taxes, net	80,003		80,939		Deferred income taxes, net	89,094		80,939
Total other non-current liabilities	Total other non-current liabilities	117,758		119,182		Total other non-current liabilities	126,672		119,182
Commitments and contingencies (See Note 9)	Commitments and contingencies (See Note 9)	0		0		Commitments and contingencies (See Note 9)	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, $0.01 par value; 200,000 shares authorized; 82,828 and 82,183 shares issued as of July 3, 2021 and January 2, 2021, respectively; 81,855 and 81,239 shares outstanding as of July 3, 2021 and January 2, 2021, respectively		828		821
Common stock, $0.01 par value; 200,000 shares authorized; 83,667 and 82,183 shares issued as of October 2, 2021 and January 2, 2021, respectively; 82,693 and 81,239 shares outstanding as of October 2, 2021 and January 2, 2021, respectively						Common stock, $0.01 par value; 200,000 shares authorized; 83,667 and 82,183 shares issued as of October 2, 2021 and January 2, 2021, respectively; 82,693 and 81,239 shares outstanding as of October 2, 2021 and January 2, 2021, respectively	836		821
Additional paid-in capital	Additional paid-in capital	739,380		795,697		Additional paid-in capital	748,422		795,697
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(3,093)		(4,400)		Accumulated other comprehensive loss	(2,840)		(4,400)
Retained earnings	Retained earnings	231,184		142,880		Retained earnings	272,176		142,880
Treasury stock, at cost; 973 and 944 shares as of July 3, 2021 and January 2, 2021, respectively		(29,962)		(28,496)
Treasury stock, at cost; 974 and 944 shares as of October 2, 2021 and January 2, 2021, respectively						Treasury stock, at cost; 974 and 944 shares as of October 2, 2021 and January 2, 2021, respectively	(30,037)		(28,496)
Total stockholders’ equity	Total stockholders’ equity	938,337		906,502		Total stockholders’ equity	988,557		906,502
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,369,216	$	2,333,498	Total liabilities and stockholders’ equity	$	2,405,471	$	2,333,498


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020			October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Revenue:	Revenue:									Revenue:
Net product sales	Net product sales	$	458,206	$	209,707	$	901,273	$	602,548	Net product sales	$	425,594	$	403,336	$	1,326,867	$	1,005,884
Net sales of services and plans	Net sales of services and plans	91,283		50,300		182,396		127,163		Net sales of services and plans	92,411		82,017		274,807		209,180
Total net revenue	Total net revenue	549,489		260,007		1,083,669		729,711		Total net revenue	518,005		485,353		1,601,674		1,215,064
Costs applicable to revenue (exclusive of depreciation and amortization):	Costs applicable to revenue (exclusive of depreciation and amortization):									Costs applicable to revenue (exclusive of depreciation and amortization):
Products	Products	167,028		97,635		326,719		254,005		Products	158,371		148,274		485,090		402,279
Services and plans	Services and plans	68,918		43,145		133,917		105,329		Services and plans	68,087		62,535		202,004		167,864
Total costs applicable to revenue	Total costs applicable to revenue	235,946		140,780		460,636		359,334		Total costs applicable to revenue	226,458		210,809		687,094		570,143
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	234,235		136,582		457,828		330,323		Selling, general and administrative expenses	218,214		190,518		676,042		520,841
Depreciation and amortization	Depreciation and amortization	24,025		21,924		47,580		46,734		Depreciation and amortization	25,059		22,236		72,639		68,970
Asset impairment	Asset impairment	519		2,411		1,478		13,766		Asset impairment	—		7,150		1,478		20,916
Litigation settlement	Litigation settlement	0		0		0		4,395		Litigation settlement	—		—		—		4,395
Other expense (income), net	Other expense (income), net	(65)		(92)		(130)		(158)		Other expense (income), net	(2,437)		(154)		(2,567)		(312)
Total operating expenses	Total operating expenses	258,714		160,825		506,756		395,060		Total operating expenses	240,836		219,750		747,592		614,810
Income (loss) from operations		54,829		(41,598)		116,277		(24,683)
Income from operations										Income from operations	50,711		54,794		166,988		30,111
Interest expense, net	Interest expense, net	10,096		15,502		16,426		22,957		Interest expense, net	5,743		12,475		22,169		35,432
Debt issuance costs	Debt issuance costs	92		136		92		136		Debt issuance costs	—		—		92		136
Earnings (loss) before income taxes	Earnings (loss) before income taxes	44,641		(57,236)		99,759		(47,776)		Earnings (loss) before income taxes	44,968		42,319		144,727		(5,457)
Income tax provision (benefit)	Income tax provision (benefit)	7,040		(13,403)		18,726		(13,685)		Income tax provision (benefit)	3,976		7,030		22,702		(6,655)
Net income (loss)		$	37,601	$	(43,833)	$	81,033	$	(34,091)
Net income										Net income	$	40,992	$	35,289	$	122,025	$	1,198

Earnings (loss) per share:
Earnings per share:										Earnings per share:
Basic	Basic	$	0.46	$	(0.55)	$	0.99	$	(0.42)	Basic	$	0.50	$	0.44	$	1.49	$	0.01
Diluted	Diluted	$	0.42	$	(0.55)	$	0.89	$	(0.42)	Diluted	$	0.45	$	0.42	$	1.34	$	0.01
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	81,601		80,325		81,457		80,226		Basic	82,290		80,676		81,729		80,376
Diluted	Diluted	96,082		80,325		96,044		80,226		Diluted	96,508		83,795		96,193		82,718

Comprehensive income (loss):	Comprehensive income (loss):									Comprehensive income (loss):
Net income (loss)		$	37,601	$	(43,833)	$	81,033	$	(34,091)
Net income										Net income	$	40,992	$	35,289	$	122,025	$	1,198
Unrealized gain (loss) on hedge instruments	Unrealized gain (loss) on hedge instruments	2,959		4,111		4,609		(4,747)		Unrealized gain (loss) on hedge instruments	340		1,894		4,949		(2,853)
Tax provision (benefit) of unrealized gain (loss) on hedge instruments	Tax provision (benefit) of unrealized gain (loss) on hedge instruments	756		1,050		3,302		(1,206)		Tax provision (benefit) of unrealized gain (loss) on hedge instruments	87		483		3,389		(723)
Comprehensive income (loss)	Comprehensive income (loss)	$	39,804	$	(40,772)	$	82,340	$	(37,632)	Comprehensive income (loss)	$	41,245	$	36,700	$	123,585	$	(932)

Three and Six Months Ended July 3, 2021
Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Loss Retained Earnings Treasury
Stock Total
Stockholders'
Equity
Shares Amount
Balances at January 2, 2021 81,239 $ 821 $ 795,697 $ (4,400) $ 142,880 $ (28,496) $ 906,502
Cumulative effect of change in accounting principle — — (71,385) — 7,271 — (64,114)
Balances at January 3, 2021 - as adjusted 81,239 821 724,312 (4,400) 150,151 (28,496) 842,388
Issuance of common stock 174 2 1,056 — — — 1,058
Stock based compensation — — 2,971 — — — 2,971
Purchase of treasury stock (28) — — — — (1,421) (1,421)
Unrealized gain (loss) on hedge instruments, net of tax — — — (896) — — (896)
Net income — — — — 43,432 — 43,432
Balances at April 3, 2021 81,385 $ 823 $ 728,339 $ (5,296) $ 193,583 $ (29,917) $ 887,532
Issuance of common stock 471 5 3,863 — — — 3,868
Stock based compensation — — 7,178 — — — 7,178
Purchase of treasury stock (1) — — — (45) (45)
Unrealized gain (loss) on hedge instruments, net of tax — — — 2,203 — — 2,203
Net income — — — — 37,601 — 37,601
Balances at July 3, 2021 81,855 $ 828 $ 739,380 $ (3,093) $ 231,184 $ (29,962) $ 938,337


	Three and Nine Months Ended October 2, 2021
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity
	Shares	Amount
Balances at January 2, 2021	81,239	$	821	$	795,697	$	(4,400)	$	142,880	$	(28,496)	$	906,502
Cumulative effect of change in accounting principle	—	—		(71,385)		—		7,271		—		(64,114)
Balances at January 3, 2021 - as adjusted	81,239	821		724,312		(4,400)		150,151		(28,496)		842,388
Issuance of common stock	174	2		1,056		—		—		—		1,058
Stock based compensation	—	—		2,971		—		—		—		2,971
Purchase of treasury stock	(28)	—		—		—		—		(1,421)		(1,421)
Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		(896)		—		—		(896)
Net income	—	—		—		—		43,432		—		43,432
Balances at April 3, 2021	81,385	$	823	$	728,339	$	(5,296)	$	193,583	$	(29,917)	$	887,532
Issuance of common stock	471	5		3,863		—		—		—		3,868
Stock based compensation	—	—		7,178		—		—		—		7,178
Purchase of treasury stock	(1)	—				—		—		(45)		(45)
Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		2,203		—		—		2,203
Net income	—	—		—		—		37,601		—		37,601
Balances at July 3, 2021	81,855	$	828	$	739,380	$	(3,093)	$	231,184	$	(29,962)	$	938,337
Issuance of common stock	839	8		5,423		—		—		—		5,431
Stock based compensation	—	—		3,619		—		—		—		3,619
Purchase of treasury stock	(1)	—		—		—		—		(75)		(75)
Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		253		—		—		253
Net income	—	—		—		—		40,992		—		40,992
Balances at October 2, 2021	82,693	$	836	$	748,422	$	(2,840)	$	272,176	$	(30,037)	$	988,557


		Three and Six Months Ended June 27, 2020														Three and Nine Months Ended September 26, 2020
		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity
		Shares	Amount													Shares	Amount
Balances at December 28, 2019	Balances at December 28, 2019	79,678	$	805	$	700,121	$	(3,814)	$	107,132	$	(27,807)	$	776,437	Balances at December 28, 2019	79,678	$	805	$	700,121	$	(3,814)	$	107,132	$	(27,807)	$	776,437
Cumulative effect of change in accounting principle	Cumulative effect of change in accounting principle	—	—		—		—		(529)		—		(529)		Cumulative effect of change in accounting principle	—	—		—		—		(529)		—		(529)
Balances at December 29, 2019 - as adjusted	Balances at December 29, 2019 - as adjusted	79,678	805		700,121		(3,814)		106,603		(27,807)		775,908		Balances at December 29, 2019 - as adjusted	79,678	805		700,121		(3,814)		106,603		(27,807)		775,908
Issuance of common stock	Issuance of common stock	602	6		5,114		—		—		—		5,120		Issuance of common stock	602	6		5,114		—		—		—		5,120
Stock based compensation	Stock based compensation	—	—		2,066		—		—		—		2,066		Stock based compensation	—	—		2,066		—		—		—		2,066
Purchase of treasury stock	Purchase of treasury stock	(2)	—		—		—		—		(74)		(74)		Purchase of treasury stock	(2)	—		—		—		—		(74)		(74)
Unrealized gain (loss) on hedge instruments, net of tax	Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		(6,602)		—		—		(6,602)		Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		(6,602)		—		—		(6,602)
Net income	Net income	—	—		—		—		9,742		—		9,742		Net income	—	—		—		—		9,742		—		9,742
Balances at March 28, 2020	Balances at March 28, 2020	80,278	$	811	$	707,301	$	(10,416)	$	116,345	$	(27,881)	$	786,160	Balances at March 28, 2020	80,278	$	811	$	707,301	$	(10,416)	$	116,345	$	(27,881)	$	786,160
Issuance of common stock	Issuance of common stock	137	1		877		—		—		—		878		Issuance of common stock	137	1		877		—		—		—		878
Stock based compensation	Stock based compensation	—	—		3,324		—		—		—		3,324		Stock based compensation	—	—		3,324		—		—		—		3,324
Conversion option related to convertible senior notes, net of allocated costs and tax	Conversion option related to convertible senior notes, net of allocated costs and tax	—	—		71,349		—		—		—		71,349		Conversion option related to convertible senior notes, net of allocated costs and tax	—	—		71,349		—		—		—		71,349
Unrealized gain (loss) on hedge instruments, net of tax	Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		3,061		—		—		3,061		Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		3,061		—		—		3,061
Net income (loss)	Net income (loss)	—	—		—		—		(43,833)		—		(43,833)		Net income (loss)	—	—		—		—		(43,833)		—		(43,833)
Balances at June 27, 2020	Balances at June 27, 2020	80,415	$	812	$	782,851	$	(7,355)	$	72,512	$	(27,881)	$	820,939	Balances at June 27, 2020	80,415	$	812	$	782,851	$	(7,355)	$	72,512	$	(27,881)	$	820,939

Issuance of common stock															Issuance of common stock	575	6		4,474		—		—		—		4,480
Stock based compensation															Stock based compensation	—	—		2,863		—		—		—		2,863
Purchase of treasury stock															Purchase of treasury stock	(1)	—		—		—		—		(19)		(19)
Unrealized gain (loss) on hedge instruments, net of tax															Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		1,411		—		—		1,411
Net income															Net income	—	—		—		—		35,289		—		35,289
Balances at September 26, 2020															Balances at September 26, 2020	80,989	$	818	$	790,188	$	(5,944)	$	107,801	$	(27,900)	$	864,963


		Six Months Ended					Nine Months Ended
		July 3, 2021		June 27, 2020			October 2, 2021		September 26, 2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)		$	81,033	$	(34,091)
Net income						Net income	$	122,025	$	1,198
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	47,580		46,734		Depreciation and amortization	72,639		68,970
Amortization of debt discount and deferred financing costs	Amortization of debt discount and deferred financing costs	2,268		2,717		Amortization of debt discount and deferred financing costs	3,140		7,248
Asset impairment	Asset impairment	1,478		13,766		Asset impairment	1,478		20,916
Deferred income tax expense (benefit)	Deferred income tax expense (benefit)	14,582		(13,686)		Deferred income tax expense (benefit)	23,585		(6,735)
Stock based compensation expense	Stock based compensation expense	10,201		5,445		Stock based compensation expense	13,866		8,335

Losses (gains) on change in fair value of derivatives	Losses (gains) on change in fair value of derivatives	125		4,871		Losses (gains) on change in fair value of derivatives	(421)		4,596
Inventory adjustments	Inventory adjustments	619		2,883		Inventory adjustments	1,546		3,502

Other	Other	1,253		3,328		Other	(242)		4,238
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	2,393		(14,408)		Accounts receivable	2,746		(5,685)
Inventories	Inventories	(10,208)		6,814		Inventories	(14,909)		12,354
Operating lease right of use assets and lease liabilities	Operating lease right of use assets and lease liabilities	149		1,174		Operating lease right of use assets and lease liabilities	(456)		(1,258)
Other assets	Other assets	(1,148)		2,047		Other assets	(6,813)		1,044
Accounts payable	Accounts payable	12,816		11,630		Accounts payable	11,263		27,847
Deferred and unearned revenue	Deferred and unearned revenue	18,782		8,025		Deferred and unearned revenue	15,699		16,940

Other liabilities	Other liabilities	7,885		24,171		Other liabilities	(11,339)		40,206
Net cash provided by operating activities	Net cash provided by operating activities	189,808		71,420		Net cash provided by operating activities	233,807		203,716
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchase of property and equipment	Purchase of property and equipment	(38,812)		(25,796)		Purchase of property and equipment	(58,920)		(40,837)
Other	Other	22		265		Other	2,475		323
Net cash used for investing activities	Net cash used for investing activities	(38,790)		(25,531)		Net cash used for investing activities	(56,445)		(40,514)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings on long-term debt, net of discounts	Borrowings on long-term debt, net of discounts	0		548,769		Borrowings on long-term debt, net of discounts	—		548,769
Repayments on long-term debt	Repayments on long-term debt	(117,375)		(369,269)		Repayments on long-term debt	(117,375)		(369,269)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	5,738		5,998		Proceeds from exercise of stock options	11,170		10,478
Purchase of treasury stock	Purchase of treasury stock	(1,466)		(74)		Purchase of treasury stock	(1,414)		(93)
Payments of debt issuance costs	Payments of debt issuance costs	(900)		(12,400)		Payments of debt issuance costs	(900)		(12,462)
Payments on finance lease obligations	Payments on finance lease obligations	(2,526)		(1,587)		Payments on finance lease obligations	(3,546)		(2,517)
Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(116,529)		171,437		Net cash provided by (used for) financing activities	(112,065)		174,906
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	34,489		217,326		Net change in cash, cash equivalents and restricted cash	65,297		338,108
Cash, cash equivalents and restricted cash, beginning of year	Cash, cash equivalents and restricted cash, beginning of year	375,159		40,307		Cash, cash equivalents and restricted cash, beginning of year	375,159		40,307
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	409,648	$	257,633	Cash, cash equivalents and restricted cash, end of period	$	440,456	$	378,415

Supplemental cash flow disclosure information:	Supplemental cash flow disclosure information:					Supplemental cash flow disclosure information:
Cash paid for interest	Cash paid for interest	$	14,640	$	13,810	Cash paid for interest	$	17,316	$	19,508
Cash paid (received) for taxes	Cash paid (received) for taxes	$	6,995	$	(1,452)	Cash paid (received) for taxes	$	9,293	$	(693)
Capital expenditures accrued at the end of the period	Capital expenditures accrued at the end of the period	$	8,827	$	11,265	Capital expenditures accrued at the end of the period	$	10,455	$	13,516

National Vision Holdings, Inc. (“NVHI,” the “Company,” “we,” “our,” or “us”) is a holding company whose operating subsidiaries include its indirect wholly owned subsidiary, National Vision, Inc. (“NVI”) and NVI’s wholly owned subsidiaries. We are a leading value retailer of eyeglasses and contact lenses in the United States. We ~~operated 1,249~~operated 1,262 and 1,205 retail optical locations in the United States and its territories as of ~~July 3,~~October 2, 2021 and January 2, 2021, respectively, through our 5 store brands, including America’s Best Contacts and Eyeglasses (“America’s Best”), Eyeglass World, Vista Optical locations on select U.S. Army/Air Force military bases (“Military”) and within select Fred Meyer stores, and our management & services arrangement with Walmart (“Legacy”).

We prepare our unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and, therefore, do not include all information and disclosures required by U.S. GAAP for complete consolidated financial statements. The condensed consolidated balance sheet as of January 2, 2021 has been derived from the audited consolidated balance sheet for the fiscal year then ended. These condensed consolidated financial statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s consolidated results of the interim period. Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current presentation.

Certain information and disclosures normally included in our annual consolidated financial statements have been condensed or omitted; however, we believe that the disclosures included herein are sufficient for a fair presentation of the information presented. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the fiscal year ended January 2, 2021 included in the 2020 Annual Report on Form 10-K. The Company’s significant accounting policies are set forth in Note 1 within those consolidated financial statements. We use the same accounting policies in preparing interim condensed consolidated financial information and annual consolidated financial statements. There were no changes to our significant accounting policies during the ~~six~~nine months ended ~~July 3,~~October 2, 2021, except for the adoption of Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). See “Adoption of New Accounting Pronouncements” below for further discussion.

The consolidated results of operations for the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020, are not necessarily indicative of the results to be expected for the full fiscal year due to seasonality and uncertainty of general economic conditions that may impact our key end markets. Historically, our business has realized a higher portion of net revenue, income from operations, and cash flows from operations in the first half of the year, and a lower portion of net revenue, income from operations, and cash flows from operations in the fourth fiscal quarter. The first half seasonality is attributable primarily to the timing of our customers’ personal income tax refunds and annual health insurance program start/reset periods. Seasonality related to fourth quarter holiday spending by retail customers generally does not impact our business. Our quarterly consolidated results generally may also be affected by the timing of new store openings, store closings, and certain holidays.

Our income tax provision for the three months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020 reflected our statutory federal and state rate of 25.5%, offset by discrete benefits from stock option exercises of ~~$4.1~~$9.1 million and ~~$0.3~~$3.0 million, respectively. Our income tax provision (benefit) for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020 reflected our statutory federal and state rate of 25.5% offset by discrete benefits from stock option exercises of ~~$4.5~~$13.6 million and ~~$3.0~~$6.0 million, respectively, and a stranded tax effect of $2.1 million associated with our matured interest rate swaps during the ~~six~~nine months ended ~~July 3,~~October 2, 2021.

During the third quarter of fiscal year 2021, the Company’s equity method investee was acquired by a third party and in connection therewith the Company sold all of its ownership interests and received $2.4 million upon the consummation of the sale. These proceeds were included in the investing section of the Condensed Consolidated Statements of Cash Flows for the nine months ended October 2, 2021. As a result of this transaction, and as the carrying value of the investment was 0, the Company recorded a gain on sale of equity method investment of $2.4 million in Other expense (income), net on the Condensed Consolidated Statements of Operations for the three and nine months ended October 2, 2021. In connection with the transaction, the Company is a party to an earnout agreement whereby we may be entitled to certain variable earnout payments based upon the achievement by the investee of certain performance metrics over a one year period. The Company will recognize income for payments received under the earnout once they are realized or realizable.

Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06. This new guidance simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021. The company early adopted the guidance in the first quarter of 2021 using the modified retrospective approach and recognized a cumulative effect of the change of $7.3 million as an adjustment to the opening balance of retained earnings. Upon adoption of ASU 2020-06 the Company eliminated the equity components related to its convertible debt and increased the related liability components by $82.9 million. In addition, as a result of the adoption, our deferred tax liabilities decreased by $18.8 million and additional paid-in capital decreased by $71.4 million. The adoption did not have an impact on the calculated weighted average shares outstanding used in the calculation of diluted EPS since the Company was using the if-converted method prior to the adoption of ASU 2020-06. Refer to Note 11. “Earnings per Share” for more information.


		Three Months Ended July 3, 2021							Three Months Ended October 2, 2021
In thousands (except earnings per share)	In thousands (except earnings per share)	With ASU 2020-06 Adoption		Without ASU 2020-06 Adoption		Impact of Adoption		In thousands (except earnings per share)	With ASU 2020-06 Adoption		Without ASU 2020-06 Adoption		Impact of Adoption

Income from operations	Income from operations	$	54,829	$	54,829	$	0	Income from operations	$	50,711	$	50,711	$	—
Interest expense, net	Interest expense, net	10,096		14,040		(3,944)		Interest expense, net	5,743		9,829		(4,086)
Debt issuance costs		92		92		0

Earnings before income taxes	Earnings before income taxes	44,641		40,697		3,944		Earnings before income taxes	44,968		40,882		4,086
Income tax provision	Income tax provision	7,040		6,144		896		Income tax provision	3,976		3,046		930
Net income	Net income	$	37,601	$	34,553	$	3,048	Net income	$	40,992	$	37,836	$	3,156
Earnings per share:	Earnings per share:							Earnings per share:
Basic	Basic	$	0.46	$	0.42	$	0.04	Basic	$	0.50	$	0.46	$	0.04
Diluted	Diluted	$	0.42	$	0.42	$	0	Diluted	$	0.45	$	0.45	$	—
Impact of adoption on basic earnings per share is calculated using impact on net income divided by basic weighted average shares outstanding during the period.


		Six Months Ended July 3, 2021							Nine Months Ended October 2, 2021
In thousands (except earnings per share)	In thousands (except earnings per share)	With ASU 2020-06 Adoption		Without ASU 2020-06 Adoption		Impact of Adoption		In thousands (except earnings per share)	With ASU 2020-06 Adoption		Without ASU 2020-06 Adoption		Impact of Adoption

Income from operations	Income from operations	$	116,277	$	116,277	$	0	Income from operations	$	166,988	$	166,988	$	—
Interest expense, net	Interest expense, net	16,426		24,176		(7,750)		Interest expense, net	22,169		34,005		(11,836)
Debt issuance costs	Debt issuance costs	92		92		0		Debt issuance costs	92		92		—
Earnings before income taxes	Earnings before income taxes	99,759		92,009		7,750		Earnings before income taxes	144,727		132,891		11,836
Income tax provision	Income tax provision	18,726		17,010		1,716		Income tax provision	22,702		20,056		2,646
Net income	Net income	$	81,033	$	74,999	$	6,034	Net income	$	122,025	$	112,835	$	9,190
Earnings per share:	Earnings per share:							Earnings per share:
Basic	Basic	$	0.99	$	0.92	$	0.07	Basic	$	1.49	$	1.38	$	0.11
Diluted	Diluted	$	0.89	$	0.89	$	0	Diluted	$	1.34	$	1.34	$	—
Impact of adoption on basic earnings per share is calculated using impact on net income divided by basic weighted average shares outstanding during the period.

Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that may be affected by the cessation of the London Inter-bank Offered Rate (“LIBOR.”) An entity may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 through December 31, 2022. A portion of our debt is subject to interest payments that are indexed to LIBOR; additionally, we are party to an interest rate derivative based on LIBOR. We are currently evaluating the effect of this guidance and have not applied the provisions of this guidance during the current fiscal year.


In thousands	In thousands	As of July 3, 2021		As of January 2, 2021		In thousands	As of October 2, 2021		As of January 2, 2021
Accounts receivable, net:	Accounts receivable, net:					Accounts receivable, net:
Trade receivables	Trade receivables	$	28,742	$	28,405	Trade receivables	$	29,356	$	28,405
Credit card receivables	Credit card receivables	19,830		21,557		Credit card receivables	18,606		21,557
Other receivables	Other receivables	6,556		8,460		Other receivables	6,644		8,460
Allowance for credit losses	Allowance for credit losses	(395)		(433)		Allowance for credit losses	(526)		(433)
		$	54,733	$	57,989		$	54,080	$	57,989


In thousands	In thousands	As of July 3, 2021		As of January 2, 2021		In thousands	As of October 2, 2021		As of January 2, 2021
Inventories:	Inventories:					Inventories:
Raw materials and work in process (1)	Raw materials and work in process (1)	$	55,246	$	55,473	Raw materials and work in process (1)	$	65,094	$	55,473
Finished goods	Finished goods	65,617		55,801		Finished goods	59,543		55,801
		$	120,863	$	111,274		$	124,637	$	111,274
(1)Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not separately present raw materials and work in process.	(1)Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not separately present raw materials and work in process.					(1)Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not separately present raw materials and work in process.


In thousands	In thousands	As of July 3, 2021		As of January 2, 2021		In thousands	As of October 2, 2021		As of January 2, 2021
Other payables and accrued expenses:	Other payables and accrued expenses:					Other payables and accrued expenses:
Associate compensation and benefits (1)	Associate compensation and benefits (1)	$	53,251	$	51,081	Associate compensation and benefits (1)	$	39,466	$	51,081
Advertising	Advertising	4,503		2,173		Advertising	3,219		2,173
Self-insurance liabilities	Self-insurance liabilities	9,634		8,650		Self-insurance liabilities	9,519		8,650
Reserves for customer returns and remakes	Reserves for customer returns and remakes	9,301		8,084		Reserves for customer returns and remakes	7,274		8,084
Capital expenditures	Capital expenditures	8,827		8,455		Capital expenditures	10,455		8,455
Legacy management & services agreement	Legacy management & services agreement	6,722		5,386		Legacy management & services agreement	5,649		5,386
Fair value of derivative liabilities	Fair value of derivative liabilities	4,077		5,116		Fair value of derivative liabilities	4,023		5,116
Supplies and other store support expenses	Supplies and other store support expenses	2,820		3,461		Supplies and other store support expenses	2,353		3,461
Litigation settlements	Litigation settlements	1,720		1,107		Litigation settlements	637		1,107
Lease concessions	Lease concessions	737		3,142		Lease concessions	491		3,142
Other	Other	14,916		13,654		Other	15,663		13,654
		$	116,508	$	110,309		$	98,749	$	110,309
(1) Includes the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act deferred employer payroll taxes in the amount of $0.0 million and $12.8 million as of July 3, 2021 and January 2, 2021, respectively.
(1) Includes the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act deferred employer payroll taxes in the amount of $0.0 million and $12.8 million as of October 2, 2021 and January 2, 2021, respectively.						(1) Includes the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act deferred employer payroll taxes in the amount of $0.0 million and $12.8 million as of October 2, 2021 and January 2, 2021, respectively.


In thousands	In thousands	As of July 3, 2021		As of January 2, 2021		In thousands	As of October 2, 2021		As of January 2, 2021
Other non-current liabilities:	Other non-current liabilities:					Other non-current liabilities:
Fair value of derivative liabilities	Fair value of derivative liabilities	$	4,217	$	7,663	Fair value of derivative liabilities	$	3,385	$	7,663
Self-insurance liabilities	Self-insurance liabilities	7,491		7,046		Self-insurance liabilities	7,761		7,046
Other	Other	2,564		2,706		Other	2,440		2,706
		$	14,272	$	17,415		$	13,586	$	17,415

We recognized no impairments ~~of $0.5 million~~during the three months ended October 2, 2021, and $1.5 million ~~during~~during the ~~three and six~~nine months ended ~~July 3,~~October 2, 2021, respectively, related to our long-lived tangible store assets and ROU assets. The impairments were primarily driven by lower than projected customer sales volume in certain stores. The cash flows used in estimating fair value were discounted using a market rate of 7.5%. We consider market-based indications of prevailing rental rates for retail space, market participant discount rates, and lease incentives when estimating the fair values of ROU assets. A decrease in the estimated cash flows would lead to a lower fair value measurement, as would an increase in the discount rate. These non-recurring fair value measurements are classified as Level 3 measurements in the fair value hierarchy. The estimated remaining fair value of the assets impaired ~~as of July 3,~~during the nine months ended October 2, 2021 was $2.9 ~~million.~~million; this value includes fair value estimates related to impairments recorded in the first and second quarters of 2021. Substantially all of the remaining fair value of the impaired store assets in fiscal year 2021 represents the fair value of ROU assets.

The Company ~~has~~has $402.5 million in aggregate principal amount of 2.50% convertible senior notes due on May 15, 2025 (the “2025 Notes”) issued and outstanding as of ~~July 3,~~October 2, 2021. Refer to Note 4. “Long-term Debt” for more information on the 2025 Notes. The estimated fair value of the 2025 Notes was approximately ~~$705.2~~$757.7 million and $655.3 million as of ~~July 3,~~October 2, 2021 and January 2, 2021, respectively. The estimated fair value of the 2025 Notes is based on the prices the 2025 Notes have traded in the market as of ~~July 3,~~October 2, 2021, as well as overall market conditions on the date of valuation, stated coupon rates, the number of coupon payments each year and the maturity date, and represents a Level 2 measurement in the fair value hierarchy.


In thousands	In thousands	As of July 3, 2021		As of January 2, 2021		In thousands	As of October 2, 2021		As of January 2, 2021
2025 Notes, due May 15, 2025	2025 Notes, due May 15, 2025	$	402,500	$	402,500	2025 Notes, due May 15, 2025	$	402,500	$	402,500
Term loan, due July 18, 2024	Term loan, due July 18, 2024	200,000		317,375		Term loan, due July 18, 2024	200,000		317,375
Long-term debt before debt discount	Long-term debt before debt discount	602,500		719,875		Long-term debt before debt discount	602,500		719,875
Unamortized discount and issuance costs - 2025 Notes	Unamortized discount and issuance costs - 2025 Notes	(9,153)		(93,123)		Unamortized discount and issuance costs - 2025 Notes	(8,572)		(93,123)
Unamortized discount and issuance costs - term loan	Unamortized discount and issuance costs - term loan	(1,515)		(2,141)		Unamortized discount and issuance costs - term loan	(1,402)		(2,141)
Long-term debt less debt discount	Long-term debt less debt discount	591,832		624,611		Long-term debt less debt discount	592,526		624,611
Less current maturities	Less current maturities	0		0		Less current maturities	—		—
Long-term debt - non-current portion	Long-term debt - non-current portion	591,832		624,611		Long-term debt - non-current portion	592,526		624,611
Finance lease obligations	Finance lease obligations	28,613		30,750		Finance lease obligations	27,512		30,750
Less current maturities	Less current maturities	(4,285)		(3,598)		Less current maturities	(4,418)		(3,598)
Long-term debt and finance lease obligations, less current portion and debt discount	Long-term debt and finance lease obligations, less current portion and debt discount	$	616,160	$	651,763	Long-term debt and finance lease obligations, less current portion and debt discount	$	615,620	$	651,763

During the second quarter of 2021, the Company voluntarily prepaid $117.4 million of term loan principal and wrote off associated deferred debt issuance costs of $0.7 million. The Company also amended its credit agreement to, among other things, add customary LIBOR replacement provisions, modify the applicable margins used to calculate the rate of interest payable on the first lien term loans thereunder to a range of 1.25% to 2.00% for LIBOR Loans and a range of 0.25% to 1.00% for ABR Loans, modify certain financial covenants related to maximum leverage and minimum interest coverage and remove the LIBOR floor, such that LIBOR shall be deemed to be no less than 0.00% per annum (instead of 1.00% per annum previously in effect).

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in our credit agreement. Pursuant to our credit agreement, the Company will not permit (i) the Consolidated Total Debt to Consolidated EBITDA Ratio to be negative or greater than (x) 4.50 to 1.00 with respect to the last day of the Company’s second and third fiscal quarters of 2021 and (y) 4.25 to 1.00 from and after the last day of the Company’s fourth fiscal quarter of 2021, subject to certain step-ups after the consummation of a Material Acquisition, or (ii) the Consolidated Interest Coverage Ratio of the Company as of the last day of any fiscal quarter of the Company to be less than 3.00 to 1.00. We were in compliance with all covenants related to our long-term debt as of ~~July 3,~~October 2, 2021. See Note 14. “Subsequent Events” for developments on our term loan occurring after the date of the financial statements.

The Company adopted ASU 2020-06 as of January 3, 2021. ASU 2020-06 eliminates the cash conversion and the beneficial conversion feature models. Under the new convertible debt framework, the Company eliminated the equity components and increased the debt balance. Refer to Note 1. “Description of Business and Basis of Presentation” for further discussion of the adoption of ASU 2020-06. As a result of adopting ASU 2020-06, our effective interest rate decreased from 9.1% as of January 2, 2021 to 3.2% starting in the first quarter of 2021. We ~~recognized~~recognized $2.5 million and ~~$0.5~~$0.6 million in interest expense for the interest coupon and amortization of issuance costs, respectively, during the three months ended ~~July 3,~~October 2, 2021 and ~~$5.0~~$7.5 million and ~~$1.0~~$1.6 million, ~~respectively~~respectively during the ~~six~~nine months ended ~~July 3,~~October 2, 2021. As of ~~July 3,~~October 2, 2021, the remaining period for the unamortized debt issuance costs balance was approximately four years.

As of ~~July 3,~~October 2, 2021, the 2025 Notes can be converted by holders. The conversion rate will be subject to adjustment upon the occurrence of certain specified events including, but not limited to: issuance of stock dividends, splits and combinations; distribution of rights, options and warrants; spin-offs and other distributed property; cash dividends or distributions; tender offers or exchange offers; and certain other corporate transactions. The holders of our term loan would have preference over the holders of the 2025 Notes in the event of a liquidation.

We are party to an interest rate collar to offset the variability of cash flows in LIBOR-indexed debt interest payments. The aggregate notional amount of the interest rate collar was ~~$375.0~~$375.0 million as of ~~July 3,~~October 2, 2021. The fair value of our interest rate collar instrument was ~~$8.3~~$7.4 million as of ~~July 3,~~October 2, 2021 and is not designated as a cash flow hedge. The interest rate swaps we held at the end of fiscal year 2020 matured in the first quarter of 2021. The fair value of our interest rate derivative instruments was $12.8 million as of January 2, 2021, $1.5 million of which was designated as a cash flow hedge. See Note 3. “Fair Value Measurement” for further details.

During the second quarter of 2021, as a result of the partial repayment of the Company’s LIBOR based term-loan debt balances, certain forecasted hedged transactions were deemed not probable of occurring. The Company subsequently reclassified unrealized losses of $2.5 million from AOCL to interest expense on $115.0 million of interest rate collar notional, during the ~~three and six~~nine months ended ~~July 3,~~October 2, 2021. As of ~~July 3,~~October 2, 2021, the Company expects to reclassify approximately $0.9 million of unrealized losses on derivative instruments, net of tax, from Accumulated other comprehensive loss (“AOCL”) into earnings in the next 12 months as the derivative instruments mature. See Note 13. “Accumulated Other Comprehensive Loss” for further details.

During the second quarter of 2020, as a result of the partial repayment of the Company’s LIBOR based debt balances, certain forecasted hedged transactions were deemed not probable of occurring. The Company subsequently discontinued hedge accounting on $78.0 million of interest rate swap notional and $58.0 million of interest rate collar notional, reclassifying net unrealized losses of approximately $2.5 million from AOCL to interest expense, net during the ~~three and six~~nine months ended ~~June 27,~~September 26, 2020. Additionally, due to changes in the interest rates applicable to the Company’s term loan and revolver, the interest rate collar ceased to be a highly effective hedge. Losses on the change in fair value of the interest rate collar of approximately $2.6 million were recorded in interest expense, net during the ~~quarter~~nine months ended ~~June 27,~~September 26, 2020. Interest expense, net related to derivatives considered to be highly effective hedges for the three and ~~six~~nine months ended ~~June 27,~~September 26, 2020 was $2.0 million and ~~$3.9~~$5.9 million, respectively.

During the ~~six~~nine months ended ~~July 3,~~October 2, 2021, the Company granted ~~107,319~~110,531 stock options, ~~108,817~~111,601 performance-based restricted stock units (“PSUs”) and ~~126,161~~132,327 time-based restricted stock units (“RSUs”) to eligible employees under the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”). The time-based options granted in fiscal 2021 vest in 3 equal annual installments, with one-third of the total options vesting on each of the first, second, and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. The PSUs granted in fiscal 2021 are settled after the end of the performance period (i.e., cliff vesting), which begins on the first day of our 2021 fiscal year and ends on the last day of our 2023 fiscal year, and are based on the Company’s achievement of certain performance targets. The RSUs granted in fiscal 2021 vest primarily in 3 equal installments.

The majority of our revenues are recognized either at the point of sale or upon delivery and customer acceptance, paid for at the time of sale in cash, credit card, or on account with managed care payors having terms generally between 14 and 120 days, with most paying within 90 days. For sales of in-store non-prescription eyewear and related accessories, and paid eye exams, we recognize revenue at the point of sale. Our point in time revenues include 1) retail sales of prescription and non-prescription eyewear, contact lenses and related accessories to retail customers (including those covered by managed care), 2) eye exams and 3) wholesale sales of inventory in which our customer is another retail entity. Revenues recognized over time primarily include product protection plans (i.e. warranties), eye care club memberships and management fees earned from our legacy partner.


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
In thousands	In thousands	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020		In thousands	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Revenues recognized at a point in time	Revenues recognized at a point in time	$	504,969	$	229,536	$	998,407	$	663,715	Revenues recognized at a point in time	$	473,449	$	447,403	$	1,471,856	$	1,111,118
Revenues recognized over time	Revenues recognized over time	44,520		30,471		85,262		65,996		Revenues recognized over time	44,556		37,950		129,818		103,946
Total net revenue	Total net revenue	$	549,489	$	260,007	$	1,083,669	$	729,711	Total net revenue	$	518,005	$	485,353	$	1,601,674	$	1,215,064

We record reductions in revenue for estimated price concessions granted to managed care providers. The Company considers its revenue from managed care customers to include variable consideration and estimates such amounts associated with managed care customer revenues using the history of concessions provided and cash receipts from managed care providers; we reduced our net revenue for variable considerations of ~~$1.6~~$2.4 million and ~~an immaterial amount~~$1.8 million during the three months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020, respectively, and ~~$4.4~~$7.0 million and ~~$3.7~~$5.9 million during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020, respectively.

Credit loss expense recognized on our receivables, which is presented in SG&A expenses in the Company’s condensed consolidated statements of operations, ~~were $0.2~~was $0.3 million for the three months ended ~~July 3,~~October 2, 2021 and ~~$0.3~~$0.6 million for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 as compared to ~~an immaterial amount~~$0.1 million and ~~$0.4~~$0.5 million for the three and ~~six~~nine months ended ~~June 27,~~September 26, 2020, respectively.

We recognized $24.6 million and $50.4 million of deferred revenues outstanding at the beginning of each respective period during the three and nine months ended October 2, 2021, respectively, and $9.2 million and $46.5 million of revenues from sale of club memberships and product protection plans during the three and nine months ended October 2, 2021, respectively. We recognized $18.6 million and $48.1 million of deferred revenues outstanding at the beginning of each respective period during the three and nine months ended September 26, 2020, respectively, and $9.3 million and $31.9 million of revenues from sale of club memberships and product protection plans during the three and nine months ended September 26, 2020, respectively.

Our deferred revenue balance as of ~~July 3,~~October 2, 2021 was ~~$92.1~~$92.8 million. We expect future revenue recognition of this balance of ~~$44.6~~$25.2 million, ~~$34.0~~$49.1 million, ~~$11.6~~$14.7 million, ~~$1.8~~$3.5 million and ~~$0.1~~$0.3 million in fiscal years 2021, 2022, 2023, 2024 and ~~2025,~~thereafter, respectively. We recognized $23.0 million and $37.3 million of previously deferred revenues during the three and six months ended July 3, 2021, respectively and $24.2 million and $52.2 million during the three and six months ended June 27, 2020, respectively.


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
In thousands	In thousands	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020		In thousands	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Operating lease cost	Operating lease cost									Operating lease cost
Fixed lease cost (a)	Fixed lease cost (a)	$	20,903	$	19,100	$	41,554	$	38,412	Fixed lease cost (a)	$	21,035	$	19,473	$	62,589	$	57,885
Variable lease cost (b)	Variable lease cost (b)	7,515		6,356		14,918		13,166		Variable lease cost (b)	7,976		7,203		22,894		20,369
Sublease income (c)	Sublease income (c)	(919)		(292)		(1,829)		(882)		Sublease income (c)	(866)		(896)		(2,695)		(1,778)

Finance lease cost	Finance lease cost									Finance lease cost
Amortization of finance lease assets	Amortization of finance lease assets	1,113		1,125		2,236		2,281		Amortization of finance lease assets	1,113		1,143		3,349		3,424

Interest expense, net:	Interest expense, net:									Interest expense, net:
Interest on finance lease liabilities	Interest on finance lease liabilities	743		851		1,523		1,724		Interest on finance lease liabilities	716		826		2,239		2,550

Net lease cost	Net lease cost	$	29,355	$	27,140	$	58,402	$	54,701	Net lease cost	$	29,974	$	27,749	$	88,376	$	82,450
																			(a) Includes short-term leases, which are immaterial.	(b) Includes costs for insurance, real estate taxes and common area maintenance expenses, which are variable, as are lease costs above minimum thresholds for Fred Meyer stores and lease costs for Military stores.	(c) Income from sub-leasing of stores includes rental income from leasing space to ophthalmologists and optometrists who are independent contractors.


Lease Term and Discount Rate	Lease Term and Discount Rate	As of July 3, 2021		As of January 2, 2021		Lease Term and Discount Rate	As of October 2, 2021		As of January 2, 2021
Weighted average remaining lease term (months)	Weighted average remaining lease term (months)					Weighted average remaining lease term (months)
Operating leases	Operating leases	77		77		Operating leases	77		77
Finance leases	Finance leases	76		79		Finance leases	74		79
Weighted average discount rate (a)	Weighted average discount rate (a)					Weighted average discount rate (a)
Operating leases	Operating leases	4.7	%	4.7	%	Operating leases	4.7	%	4.7	%
Finance leases (b)	Finance leases (b)	12.0	%	12.3	%	Finance leases (b)	11.9	%	12.3	%

(a) The discount rate used to determine the lease assets and lease liabilities was derived upon considering (i) incremental borrowing rates on our term loan and revolving credit facility; (ii) fixed rates on interest rate swaps; (iii) LIBOR margins for issuers of similar credit rating; and (iv) effect of collateralization. As a majority of our leases are five-year and 10-year leases, we determined a lease discount rate for such tenors and determined this discount rate is reasonable for leases that were entered into during the period.	(a) The discount rate used to determine the lease assets and lease liabilities was derived upon considering (i) incremental borrowing rates on our term loan and revolving credit facility; (ii) fixed rates on interest rate swaps; (iii) LIBOR margins for issuers of similar credit rating; and (iv) effect of collateralization. As a majority of our leases are five-year and 10-year leases, we determined a lease discount rate for such tenors and determined this discount rate is reasonable for leases that were entered into during the period.	(a) The discount rate used to determine the lease assets and lease liabilities was derived upon considering (i) incremental borrowing rates on our term loan and revolving credit facility; (ii) fixed rates on interest rate swaps; (iii) LIBOR margins for issuers of similar credit rating; and (iv) effect of collateralization. As a majority of our leases are five-year and 10-year leases, we determined a lease discount rate for such tenors and determined this discount rate is reasonable for leases that were entered into during the period.
(b) The discount rate on finance leases is higher than operating leases because the present value of minimum lease payments was higher than the fair value of leased properties for certain leases entered into prior to adoption of ASC 842. The discount rate differential for those leases is not material to our results of operations.


In thousands	In thousands		Six Months Ended July 3, 2021		Six Months Ended June 27, 2020		In thousands		Nine Months Ended
Other Information	Other Information	Six Months Ended July 3, 2021					October 2, 2021	September 26, 2020

Operating cash outflows - operating leases	Operating cash outflows - operating leases		$	43,860	$	35,548	Operating cash outflows - operating leases		$	66,358	$	53,816
Right of use assets acquired under finance leases	Right of use assets acquired under finance leases		$	0	$	1,257	Right of use assets acquired under finance leases		$	—	$	1,257
Right of use assets acquired under operating leases	Right of use assets acquired under operating leases		$	44,544	$	35,870	Right of use assets acquired under operating leases		$	64,260	$	45,154


In thousands	In thousands	Operating Leases (a)		Finance Leases (b)		In thousands	Operating Leases (a)		Finance Leases (b)
Fiscal Year	Fiscal Year					Fiscal Year
2021	2021	$	38,606	$	3,637	2021	$	16,190	$	1,820
2022	2022	77,235		6,635		2022	80,102		6,635
2023	2023	76,376		6,252		2023	79,713		6,252
2024	2024	66,456		4,753		2024	68,844		4,753
2025	2025	61,320		4,913		2025	63,581		4,913
Thereafter	Thereafter	135,804		11,400		Thereafter	146,019		11,399
Total lease liabilities	Total lease liabilities	455,797		37,590		Total lease liabilities	454,449		35,772
Less: Interest	Less: Interest	64,989		8,977		Less: Interest	63,209		8,260
Present value of lease liabilities (c)	Present value of lease liabilities (c)	$	390,808	$	28,613	Present value of lease liabilities (c)	$	391,240	$	27,512

(a) Operating lease payments include $54.4 million related to options to extend lease terms that are reasonably certain of being exercised.
(a) Operating lease payments include $50.1 million related to options to extend lease terms that are reasonably certain of being exercised.						(a) Operating lease payments include $50.1 million related to options to extend lease terms that are reasonably certain of being exercised.
(b) Finance lease payments include $1.7 million related to options to extend lease terms that are reasonably certain of being exercised.
(c) The present value of lease liabilities excludes $20.1 million of legally binding minimum lease payments for leases signed but not yet commenced.
(c) The present value of lease liabilities excludes $30.2 million of legally binding minimum lease payments for leases signed but not yet commenced.						(c) The present value of lease liabilities excludes $30.2 million of legally binding minimum lease payments for leases signed but not yet commenced.

The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If either or both of the criteria are not met, we reassess whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, we disclose the estimate of the amount of the loss or range of losses, or that an estimate of loss cannot be made. The Company expenses its legal fees as incurred.

Our subsidiary, FirstSight Vision Services, Inc. (“FirstSight”), is a defendant in a purported class action in the U.S. District Court for the Southern District of California that alleges that FirstSight participated in arrangements that caused the illegal delivery of eye examinations and that FirstSight thereby violated, among other laws, the corporate practice of optometry and the unfair competition and false advertising laws of California. The lawsuit was filed in 2013 and FirstSight was added as a defendant in 2016. In March 2017, the court granted the motion to dismiss previously filed by FirstSight and dismissed the complaint with prejudice. The plaintiffs filed an appeal with the U.S. Court of Appeals for the Ninth Circuit in April 2017. In July 2018, the U.S. Court of Appeals for the Ninth Circuit vacated in part, and reversed in part, the district court’s dismissal and remanded for further proceedings. In October 2018, the plaintiffs filed a second amended complaint with the district court, and, in November 2018, FirstSight filed a motion to dismiss. On March 23, 2020, the district court granted FirstSight’s motion to dismiss the second amended complaint. On April 24, 2020, the plaintiffs filed a third amended complaint. FirstSight filed a motion to dismiss the third amended complaint on May 8, 2020. On February 4, 2021, the district court granted FirstSight’s motion in part and denied it in part. FirstSight’s answer to the remaining claims was filed February 18, 2021. The parties participated in mediation on July 6, 2021 and, in order to avoid the burden and expense of litigation, agreed to a settlement of all claims alleged by the named ~~plaintiffs.~~

In November 2019, the Company agreed to enter into a pre-litigation settlement with 6 former associates who asserted, on behalf of themselves and a proposed class, violations of the Fair Labor Standards Act and of California wage and hour laws. In order to avoid the burden and expense of litigation, and without admitting liability, the Company agreed to a settlement with the named claimants and all participating class members for a maximum settlement amount of $895,000. This settlement was submitted by the parties for approval through arbitration and an order granting final approval of the settlement and dismissing the action was issued by the arbitrator on July 13, 2021. The Company paid the settlement amount on August 12, 2021.

Eyeglass World, LLC, which was acquired by the Company in 2009, is a defendant in a state court action filed on July 24, 2017 by a former sublease holder in Albuquerque, New Mexico. The lawsuit seeks monetary damages for claims of conversion, misappropriation of trade secrets, misrepresentation, and tortious interference with existing and prospective contractual relationships arising from the Company’s alleged unauthorized use of confidential information. The parties have engaged in extensive discovery and pre-trial dispositive motions are currently pending on several material issues of liability and damages. We believe the claims are without merit and intend to continue to defend the litigation vigorously. The Company does not believe a reasonable estimate of the range of possible losses is currently possible in view of the uncertainty regarding the amount of damages, if any, that could be awarded in this matter.

The Company provides its principal products and services through 2 reportable segments: Owned & Host and Legacy. The “Corporate/Other” category includes the results of operations of our other operating segments, AC Lens and FirstSight, as well as corporate overhead support. The “Reconciliations” category represents other adjustments to reportable segment results necessary for the presentation of consolidated financial results in accordance with U.S. GAAP for the 2 reportable segments. Beginning in the first quarter of 2021, incremental expenses related to the COVID-19 pandemic were allocated to the reportable segments but were included in the Corporate/Other category in 2020. Changes in unearned revenue and deferred revenue recognized in the Reconciliations category reflect the effects of our stores being temporarily closed to the public for a portion of 2020.

Our reportable segment profit measure is earnings before interest, tax, depreciation and amortization (“EBITDA”), or net revenue, less costs applicable to revenue, less SG&A expenses. Depreciation and amortization, asset impairment, litigation settlement and other corporate costs that are not allocated to the reportable segments, including interest expense are excluded from segment EBITDA. There are no revenue transactions between our reportable segments. There are no differences between the measurement of our reportable segments’ assets and consolidated assets. There have been no changes from prior periods in the measurement methods used to determine reportable segment profit or loss, and there have been no asymmetrical allocations to segments.

The following is a summary of certain financial data for each of our segments. Reportable segment information is presented on the same basis as our consolidated financial statements, except for net revenue and associated costs applicable to revenue, which are presented on a cash basis, including point of sales for managed care payors and excluding the effects of unearned and deferred revenue, consistent with what the Chief Operating Decision Maker (“CODM”) regularly reviews.

Three Months Ended July 3, 2021
In thousands Owned & Host Legacy Corporate/Other Reconciliations Total
Net product services $ 361,377 $ 26,855 $ 61,520 $ 8,454 $ 458,206
Net sales of services and plans 78,780 16,745 0 (4,242) 91,283
Total net revenue 440,157 43,600 61,520 4,212 549,489
Cost of products 98,539 12,910 53,683 1,896 167,028
Cost of services and plans 62,448 6,470 0 0 68,918
Total costs applicable to revenue 160,987 19,380 53,683 1,896 235,946
SG&A 158,913 14,802 60,520 0 234,235
Asset impairment 0 0 519 0 519
Other expense (income), net 0 0 (65) 0 (65)
Debt issuance costs 0 0 92 0 92
EBITDA $ 120,257 $ 9,418 $ (53,229) $ 2,316
Depreciation and amortization 24,025
Interest expense, net 10,096
Earnings before income taxes $ 44,641


		Three Months Ended June 27, 2020											Three Months Ended October 2, 2021
In thousands	In thousands	Owned & Host		Legacy		Corporate/Other		Reconciliations		Total		In thousands	Owned & Host		Legacy		Corporate/Other		Reconciliations		Total
Net product sales		$	177,430	$	16,254	$	50,472	$	(34,449)	$	209,707
Net product services												Net product services	$	338,931	$	24,934	$	58,063	$	3,666	$	425,594
Net sales of services and plans	Net sales of services and plans	34,275		9,159		0		6,866		50,300		Net sales of services and plans	77,171		15,908		—		(668)		92,411
Total net revenue	Total net revenue	211,705		25,413		50,472		(27,583)		260,007		Total net revenue	416,102		40,842		58,063		2,998		518,005
Cost of products	Cost of products	54,898		9,093		42,135		(8,491)		97,635		Cost of products	95,004		12,012		50,477		878		158,371
Cost of services and plans	Cost of services and plans	38,573		4,572		0		0		43,145		Cost of services and plans	61,695		6,392		—		—		68,087
Total costs applicable to revenue	Total costs applicable to revenue	93,471		13,665		42,135		(8,491)		140,780		Total costs applicable to revenue	156,699		18,404		50,477		878		226,458
SG&A	SG&A	86,704		10,561		39,317		0		136,582		SG&A	156,814		14,363		47,037		—		218,214
Asset impairment		0		0		2,411		0		2,411

Other expense (income), net	Other expense (income), net	0		0		(92)		0		(92)		Other expense (income), net	—		—		(2,437)		—		(2,437)
Debt issuance costs		0		0		136		0		136
EBITDA	EBITDA	$	31,530	$	1,187	$	(33,435)	$	(19,092)			EBITDA	$	102,589	$	8,075	$	(37,014)	$	2,120
Depreciation and amortization	Depreciation and amortization									21,924		Depreciation and amortization									25,059
Interest expense, net	Interest expense, net									15,502		Interest expense, net									5,743
Earnings (loss) before income taxes										$	(57,236)
Earnings before income taxes												Earnings before income taxes									$	44,968

Six Months Ended July 3, 2021
In thousands Owned & Host Legacy Corporate/Other Reconciliations Total
Net product sales $ 730,747 $ 54,275 $ 122,738 $ (6,487) $ 901,273
Net sales of services and plans 161,857 32,907 0 (12,368) 182,396
Total net revenue 892,604 87,182 122,738 (18,855) 1,083,669
Costs of products 195,643 25,769 106,709 (1,402) 326,719
Costs of services and plans 121,252 12,665 0 0 133,917
Total costs applicable to revenue 316,895 38,434 106,709 (1,402) 460,636
SG&A 308,876 29,095 119,857 0 457,828
Asset impairment 0 0 1,478 0 1,478
Other expense (income), net 0 0 (130) 0 (130)
Debt issuance costs 0 0 92 0 92
EBITDA $ 266,833 $ 19,653 $ (105,268) $ (17,453)
Depreciation and amortization 47,580
Interest expense, net 16,426
Earnings before income taxes $ 99,759


	Three Months Ended September 26, 2020
In thousands	Owned & Host		Legacy		Corporate/Other		Reconciliations		Total
Net product sales	$	323,159	$	24,900	$	57,906	$	(2,629)	$	403,336
Net sales of services and plans	73,241		15,332		—		(6,556)		82,017
Total net revenue	396,400		40,232		57,906		(9,185)		485,353
Cost of products	86,945		11,676		50,154		(501)		148,274
Cost of services and plans	55,680		6,108		747		—		62,535
Total costs applicable to revenue	142,625		17,784		50,901		(501)		210,809
SG&A	128,206		13,068		49,244		—		190,518
Asset impairment	—		—		7,150		—		7,150
Other expense (income), net	—		—		(154)		—		(154)
EBITDA	$	125,569	$	9,380	$	(49,235)	$	(8,684)
Depreciation and amortization									22,236
Interest expense, net									12,475
Earnings before income taxes									$	42,319


		Six Months Ended June 27, 2020											Nine Months Ended October 2, 2021
In thousands	In thousands	Owned & Host		Legacy		Corporate/Other		Reconciliations		Total		In thousands	Owned & Host		Legacy		Corporate/Other		Reconciliations		Total
Net product sales	Net product sales	$	459,343	$	40,672	$	117,044	$	(14,511)	$	602,548	Net product sales	$	1,069,678	$	79,209	$	180,801	$	(2,821)	$	1,326,867
Net sales of services and plans	Net sales of services and plans	99,589		21,198		0		6,376		127,163		Net sales of services and plans	239,028		48,815		—		(13,036)		274,807
Total net revenue	Total net revenue	558,932		61,870		117,044		(8,135)		729,711		Total net revenue	1,308,706		128,024		180,801		(15,857)		1,601,674
Costs of products	Costs of products	136,814		20,496		100,045		(3,350)		254,005		Costs of products	290,647		37,781		157,186		(524)		485,090
Costs of services and plans	Costs of services and plans	94,167		11,162		0		0		105,329		Costs of services and plans	182,947		19,057		—		—		202,004
Total costs applicable to revenue	Total costs applicable to revenue	230,981		31,658		100,045		(3,350)		359,334		Total costs applicable to revenue	473,594		56,838		157,186		(524)		687,094
SG&A	SG&A	221,418		24,192		84,713		0		330,323		SG&A	465,690		43,458		166,894		—		676,042
Asset impairment	Asset impairment	0		0		13,766		0		13,766		Asset impairment	—		—		1,478		—		1,478
Litigation settlement		0		0		4,395		0		4,395
Other expense (income), net	Other expense (income), net	0		0		(158)		0		(158)		Other expense (income), net	—		—		(2,567)		—		(2,567)
Debt issuance costs	Debt issuance costs	0		0		136		0		136		Debt issuance costs	—		—		92		—		92
EBITDA	EBITDA	$	106,533	$	6,020	$	(85,853)	$	(4,785)			EBITDA	$	369,422	$	27,728	$	(142,282)	$	(15,333)
Depreciation and amortization	Depreciation and amortization									46,734		Depreciation and amortization									72,639
Interest expense, net	Interest expense, net									22,957		Interest expense, net									22,169
Earnings (loss) before income taxes										$	(47,776)
Earnings before income taxes												Earnings before income taxes									$	144,727


	Nine Months Ended September 26, 2020
In thousands	Owned & Host		Legacy		Corporate/Other		Reconciliations		Total
Net product sales	$	782,502	$	65,572	$	174,950	$	(17,140)	$	1,005,884
Net sales of services and plans	172,829		36,530		—		(179)		209,180
Total net revenue	955,331		102,102		174,950		(17,319)		1,215,064
Costs of products	223,759		32,173		150,198		(3,851)		402,279
Costs of services and plans	149,847		17,270		747		—		167,864
Total costs applicable to revenue	373,606		49,443		150,945		(3,851)		570,143
SG&A	349,624		37,260		133,957		—		520,841
Asset impairment	—		—		20,916		—		20,916
Litigation settlement	—		—		4,395		—		4,395
Other expense (income), net	—		—		(312)		—		(312)
Debt issuance costs	—		—		136		—		136
EBITDA	$	232,101	$	15,399	$	(135,087)	$	(13,468)
Depreciation and amortization									68,970
Interest expense, net									35,432
Earnings (loss) before income taxes									$	(5,457)

Diluted EPS related to the 2025 Notes in the current year is calculated using the if-converted method; the number of dilutive shares is based on the initial conversion rate associated with the 2025 Notes. Prior to the fourth quarter of the fiscal year 2020, we intended to settle the principal amount of the outstanding 2025 Notes in cash and, therefore, used the treasury stock method for calculating the potential effect of dilutive securities related to the 2025 Notes, if applicable. A reconciliation of the numerators and denominators of the basic and diluted EPS calculations is as follows:

Three Months Ended Six Months Ended
In thousands, except EPS July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020
Net income (loss) $ 37,601 $ (43,833) $ 81,033 $ (34,091)
After-tax interest expense for 2025 Notes 2,362 0 4,694 0
Numerator for diluted EPS $ 39,963 $ (43,833) $ 85,727 $ (34,091)
Weighted average shares outstanding for basic EPS 81,601 80,325 81,457 80,226
Effect of dilutive securities:
Stock options 1,215 0 1,306 0
Restricted stock 354 0 369 0
2025 Notes 12,912 0 12,912 0
Weighted average shares outstanding for diluted EPS 96,082 80,325 96,044 80,226
Basic EPS $ 0.46 $ (0.55) $ 0.99 $ (0.42)
Diluted EPS $ 0.42 $ (0.55) $ 0.89 $ (0.42)
Anti-dilutive options and RSUs outstanding excluded from EPS 110 2,458 74 2,512


	Three Months Ended				Nine Months Ended
In thousands, except EPS	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Net income	$	40,992	$	35,289	$	122,025	$	1,198
After-tax interest expense for 2025 Notes	2,393		—		7,087		—
Numerator for diluted EPS	$	43,385	$	35,289	$	129,112	$	1,198
Weighted average shares outstanding for basic EPS	82,290		80,676		81,729		80,376
Effect of dilutive securities:
Stock options	709		1,694		1,107		1,818
Restricted stock	597		195		445		114
2025 Notes	12,912		1,230		12,912		410
Weighted average shares outstanding for diluted EPS	96,508		83,795		96,193		82,718
Basic EPS	$	0.50	$	0.44	$	1.49	$	0.01
Diluted EPS	$	0.45	$	0.42	$	1.34	$	0.01
Anti-dilutive options and RSUs outstanding excluded from EPS	111		426		87		516


		Six Months Ended					Nine Months Ended
In thousands	In thousands	July 3, 2021		June 27, 2020		In thousands	October 2, 2021		September 26, 2020
Cash and cash equivalents	Cash and cash equivalents	$	408,301	$	256,292	Cash and cash equivalents	$	439,117	$	377,007
Restricted cash included in other assets	Restricted cash included in other assets	1,347		1,341		Restricted cash included in other assets	1,339		1,408
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	409,648	$	257,633	Total cash, cash equivalents and restricted cash	$	440,456	$	378,415


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
In thousands	In thousands	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020		In thousands	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Cash flow hedging activity:	Cash flow hedging activity:									Cash flow hedging activity:
Balance at beginning of period	Balance at beginning of period	$	(5,296)	$	(10,416)	$	(4,400)	$	(3,814)	Balance at beginning of period	$	(3,093)	$	(7,355)	$	(4,400)	$	(3,814)
Other comprehensive income (loss) before reclassification	Other comprehensive income (loss) before reclassification	0		(360)		(10)		(11,041)		Other comprehensive income (loss) before reclassification	—		(47)		(10)		(11,088)
Tax effect of other comprehensive income (loss) before reclassification	Tax effect of other comprehensive income (loss) before reclassification	0		92		3		2,813		Tax effect of other comprehensive income (loss) before reclassification	—		12		3		2,825
Amount reclassified from AOCL into interest expense	Amount reclassified from AOCL into interest expense	2,959		4,471		4,619		6,294		Amount reclassified from AOCL into interest expense	340		1,941		4,959		8,235
Tax effect of amount reclassified from AOCL into interest expense	Tax effect of amount reclassified from AOCL into interest expense	(756)		(1,142)		(1,180)		(1,607)		Tax effect of amount reclassified from AOCL into interest expense	(87)		(495)		(1,267)		(2,102)
Stranded tax effect of matured interest rate swaps	Stranded tax effect of matured interest rate swaps	0		0		(2,125)		0		Stranded tax effect of matured interest rate swaps	—		—		(2,125)		—
Net current period other comprehensive income (loss), net of tax	Net current period other comprehensive income (loss), net of tax	2,203		3,061		1,307		(3,541)		Net current period other comprehensive income (loss), net of tax	253		1,411		1,560		(2,130)
Balance at end of period	Balance at end of period	$	(3,093)	$	(7,355)	$	(3,093)	$	(7,355)	Balance at end of period	$	(2,840)	$	(5,944)	$	(2,840)	$	(5,944)

The following contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q (this “Form 10-Q”) and the audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on January 2, 2021 (the “2020 Annual Report on Form 10-K”). This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of the 2020 Annual Report on Form 10-K and in the “Risk Factors” section of this Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Form 10-Q.

We are one of the largest and fastest growing optical retailers in the United States and a leader in the attractive value segment of the U.S. optical retail industry. We believe that vision is central to quality of life and that people deserve to see their best to live their best, regardless of their budget. Our mission is to make quality eye care and eyewear affordable and accessible to all Americans. We achieve this by providing eye exams, eyeglasses and contact lenses to value seeking and lower income consumers. We deliver exceptional value and convenience to our customers, with an opening price point that strives to be among the lowest in the industry, enabled by our low-cost operating platform. We reach our customers through a diverse portfolio of ~~1,249~~1,262 retail stores across five brands and 19 consumer websites as of ~~July 3,~~October 2, 2021.

The COVID-19 pandemic and its macroeconomic effects continue to present ongoing and evolving challenges to our business. We remain focused on our strategy to provide our customers and patients reliable and quality low cost eye care and eyewear by prioritizing the health and safety of our associates, customers and patients. ~~We have taken~~For a ~~variety~~discussion of measures ~~as described~~we have previously taken in response to the pandemic, and the impact of the COVID-19 pandemic on our operations and performance, please see Part I. Item 1A. “Risk Factors” and Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2020 Annual Report on Form 10-K, which had a significant impact on our operations and performance of fiscal year 2020 and continue to have a significant impact on our operations and performance of fiscal year 2021. Please also refer to those Items for further discussion regarding the potential future impacts of COVID-19 and related economic conditions on us.10-K. We continue to monitor and, where applicable, respond to the ~~evolving situation as there remain many uncertainties regarding~~several macroeconomic effects resulting from, the pandemic, including materials and labor shortages and supply chain constraints. In particular, we are monitoring these effects in light of variant outbreaks and governmental vaccination and testing requirements.

On September 9, 2021, President Biden announced the Path Out of the Pandemic: COVID-19 Action Plan. As part of the COVID-19 Action Plan, President Biden directed the Occupational Safety and Health Administration (“OSHA”) to develop an Emergency Temporary Standard (“ETS”) mandating either the full vaccination or weekly testing of employees for employers with 100 or more ~~recent outbreaks~~employees. On November 4, 2021, the OSHA ETS was released. Following the issuance of ~~variants,~~the ETS, litigation was filed challenging the ETS, and on November 6, 2021, the U.S. Court of Appeals for the Fifth Circuit issued an order temporarily staying the effect of the ETS until a decision is reached. In addition, on September 9, 2021, President Biden issued an executive order on ensuring adequate COVID-19 safety protocols for U.S. federal contractors as part of his COVID-19 Action Plan. On September 24, 2021, in furtherance of the executive order, the U.S. Safer Federal Workforce Task Force (“Task Force”) issued guidance requiring federal contractors and subcontractors to comply with certain COVID-19 safety protocols, including ~~its anticipated duration,~~requiring certain employees to be fully vaccinated against COVID-19 by January 4, 2022, except in limited circumstances. The vaccination requirements will be incorporated in new government contracts, renewals, extensions and other modifications signed on and after October 15, 2021.

We are evaluating the applicability, scope and potential impacts of the COVID-19 Action Plan, the OSHA ETS and the related ~~healthcare authority guidelines~~executive orders on our business and ~~efficacy~~workforce. It is uncertain to what extent compliance with the applicable orders, regulations and guidance may result in workforce attrition. If attrition is significant, our operations and results could be adversely affected. See Item 1A. Risk Factors in this Form 10-Q, for discussion of ~~vaccination initiatives. We~~risks associated with the potential adverse effects on our workforce of vaccine requirements.

In addition, we could experience potential disruptions of product deliveries ~~with~~as a result of supply chain issues caused by the ~~recent~~COVID-19 pandemic, including as a result of temporary shutdowns in countries which support our supply chain. Prolonged periods of shutdown in these countries or a deterioration of conditions in other countries that are part of our supply chain as well as increasing strains on international and domestic supply chain infrastructure could result in product availability delays, as well as potential increased costs to obtain and ship these products to meet

customer demand. We have made, and may continue to make, inventory forward buys to help manage potential supply chain disruptions. We will continue to evaluate additional measures that we may elect to take as a response to the COVID-19 pandemic, including, where appropriate, future action to reduce store hours and patient appointments, or temporarily close ~~stores.~~stores or make additional forward buys. There can be no assurance whether or when any such measures will be adopted.

•Owned & Host - As of ~~July 3,~~October 2, 2021, our owned brands consisted of ~~813~~826 America’s Best Contacts and Eyeglasses retail stores and 123 Eyeglass World retail stores. In America’s Best stores, vision care services are provided by optometrists employed by us or by independent professional corporations or similar entities. America’s Best stores are primarily located in high-traffic strip centers next to value-focused retailers. Eyeglass World locations primarily feature eye care services provided by independent optometrists and optometrists employed by independent professional corporations or similar entities and on-site optical laboratories that enable stores to quickly fulfill many customer orders and make repairs on site. Eyeglass World stores are primarily located in freestanding or in-line locations near high-foot-traffic shopping centers. Our host brands consisted of 54 Vista Optical locations on select military bases and 29 Vista Optical locations within select Fred Meyer stores as of ~~July 3,~~October 2, 2021. We have strong, long-standing relationships with our host partners and have maintained each partnership for over 21 years. These brands provide eye exams primarily by independent optometrists. All brands utilize our centralized laboratories. This segment also includes sales from our America’s Best, Eyeglass World, and Military omni-channel websites.

•Legacy - We manage the operations of, and supply inventory and laboratory processing services to, 230 Vision Centers in Walmart retail locations as of ~~July 3,~~October 2, 2021. This strategic relationship with Walmart is in its 31st year. Pursuant to a January 2020 amendment to our management & services agreement with Walmart, we added five additional Vision Centers in Walmart stores in fiscal year 2020. On July 17, 2020, NVI and Walmart extended the current term and economics of the management & services agreement by three years to February 23, 2024. Under the management & services agreement, our responsibilities include ordering and maintaining merchandise inventory; arranging the provision of optometry services; providing managers and staff at each location; training personnel; providing sales receipts to customers; maintaining necessary insurance; obtaining and holding required licenses, permits and accreditations; owning and maintaining store furniture, fixtures and equipment; and developing annual operating budgets and reporting. We earn management fees as a result of providing such services and therefore we record revenue related to sales of products and product protection plans to our legacy partner’s customers on a net basis. Our management & services agreement also allows our legacy partner to collect penalties if the Vision Centers do not generate a requisite amount of revenues. No such penalties have been assessed under our current arrangement, which began in 2012. We also sell to our legacy partner merchandise that is stocked in retail locations we manage pursuant to a separate supplier agreement, and provide centralized laboratory services for the finished eyeglasses for our legacy partner’s customers in stores that we manage. We lease space from Walmart within or adjacent to each of the locations we manage and use this space for vision care services provided by independent optometrists or optometrists employed by us or by independent professional corporations or similar entities. During the ~~six~~nine months ended ~~July 3,~~October 2, 2021, sales associated with this arrangement represented 8.0% of consolidated net revenue. This exposes us to concentration of customer risk.

•Our e-commerce platform of 15 dedicated websites managed by AC Lens. Our e-commerce business consists of ~~six~~six proprietary branded websites, including aclens.com, discountglasses.com and discountcontactlenses.com, and nine third-party websites with established retailers, such as Walmart, Sam’s Club and Giant Eagle as well as mid-sized vision insurance providers. AC Lens handles site management, customer relationship management and order fulfillment and also sells a wide variety of contact lenses, eyeglasses and eye care accessories.

Reportable segment information is presented on the same basis as our condensed consolidated financial statements, except reportable segment sales which are presented on a cash basis including point of sales for managed care payors and excluding the effects of unearned and deferred revenue, consistent with what our CODM regularly reviews. Reconciliations of segment results to consolidated results include financial information necessary to adjust reportable segment revenues to a consolidated basis in accordance with U.S. GAAP, specifically the change in unearned and deferred revenues during the period. There are no revenue transactions between reportable segments, and there are no other items in the reconciliations other than the effects of unearned and deferred revenue. See Note 10. “Segment Reporting” in our condensed consolidated financial statements included in Part I. Item 1. of this Form 10-Q.

Deferred revenue represents the timing difference of when we collect the cash from the customer and when services related to product protection plans and eye care club memberships are performed. Increases or decreases in deferred revenue during the reporting period represent cash collections in excess of or below the recognition of previous deferrals. Unearned revenue represents the timing difference of when we collect cash from the customer and delivery/customer acceptance, and includes sales of prescription eyewear during approximately the last seven to 10 days of the reporting period.

The COVID-19 pandemic has had far-reaching impacts, directly and indirectly, on our operations. We continue to monitor the evolving situation as there remain many uncertainties regarding the pandemic and more recent outbreaks of variants, including anticipated duration, related healthcare authority guidelines and efficacy of vaccination initiatives, including the impact of, and associated risks regarding, federal, state and local vaccination and testing programs. We also continue to monitor potential impacts on our lab network and potential disruptions of product deliveries. To date, we have been able to meet customer demand with operations at our laboratories and our supply chain partners. However, prolonged shutdowns in countries which support our supply chain or a deterioration of conditions in such countries and others or increasing strains on international and domestic supply chain infrastructure could result in product availability ~~delays.~~delays in the future. We could experience further material impacts as a result of COVID-19, including, but not limited to, charges from additional asset impairments and deferred tax valuation ~~allowances and further changes in the effectiveness of our hedging instrument.~~allowances. We will continue to evaluate additional measures that we may elect to take as a response to the pandemic, including, where appropriate, future action to reduce store hours and patient appointments, or temporarily close ~~stores.~~stores or make additional forward buys. There can be no assurance whether or when any such measures will be adopted. For a discussion of significant risks that have the potential to cause our actual results to differ materially from our expectations, refer to Part II. Item 1A. “Risk Factors” in this Form 10-Q and Part I. Item 1A. “Risk Factors,” included in our 2020 Annual Report on Form 10-K.

Comparable store sales growth is a key driver of our business. The comparable store sales growth and Adjusted Comparable Store Sales Growth ~~benefited in~~for the ~~current period from the effect of~~nine months ended October 2, 2021 were impacted by our stores being temporarily closed to the public in the prior year due to the COVID-19 ~~pandemic.~~pandemic, and also include the effect of pent-up demand for our products and services after our stores reopened. The impact of the COVID-19 pandemic on our comparable store sales growth remains uncertain, and ~~affects~~effects and relevant risk exposures may be exacerbated by the immediate and ongoing threat of the COVID-19 pandemic.

Historically, our business has realized a higher portion of net revenue, operating income, and cash flows from operations in the first half of the fiscal year, and a lower portion of net revenue, operating income, and cash flows from operations in the fourth fiscal quarter. This seasonality, and our interim results were impacted during fiscal year 2020 because our stores were temporarily closed to the public for a portion of the first half of the year due to the COVID-19 pandemic. Our net revenue in the current fiscal period is higher compared to the sales prior to the pandemic due to new store openings and strong customer demand, including the likely effects of our stores being temporarily closed to the public in fiscal year 2020 and government stimulus.

We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use to determine how our consolidated business and operating segments are performing are net revenue, costs applicable to revenue, and selling, general, and administrative expenses. In addition, we also review store growth, Adjusted Comparable Store Sales Growth, Adjusted Operating Income, Adjusted Operating Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Diluted EPS.

We report as net revenue amounts generated in transactions with retail customers who are the end users of our products, services, and plans. Net product sales include sales of prescription and non-prescription eyewear, contact lenses, and related accessories as well as eye exam services associated with our America’s Best brand’s signature offer of two pairs of eyeglasses and a free eye exam for one low price (“two-pair offer”) to retail customers and sales of inventory in which our customer is another retail entity. Net sales of services and plans include sales of eye exams, eye care club memberships, product protection plans (i.e., warranties), and single service eye care plans in California. Net sales of services and plans also include fees we earn for managing certain Vision Centers located in Walmart stores and for laboratory services provided to Walmart.

Costs applicable to revenue include both costs of net product sales and costs of net sales of services and plans. Costs of net product sales include (i) costs to procure non-prescription eyewear, contact lenses, and accessories, which we purchase and sell in finished form, (ii) costs to manufacture finished prescription eyeglasses, including direct materials, labor, and overhead, and (iii) remake costs, warehousing and distribution expenses, and internal transfer costs. Costs of services and plans include costs associated with product protection plan programs, eye care club memberships, single service eye care plans in California, eye care practitioner and eye exam technician payroll, taxes and benefits and optometric service costs. Customer tastes and preferences, product mix, changes in technology, significant increases or slowdowns in production, and other factors impact costs applicable to revenue. The components of our costs applicable to revenue may not be comparable to other retailers.

Selling, general and administrative expenses, or SG&A, include store associate (including optician) payroll, taxes and benefits, occupancy, advertising and promotion, field services, corporate support and other costs associated with the provision of vision care services. SG&A generally fluctuates consistently with revenue due to the variable store, field office and corporate support costs; however, some fixed costs slightly improve as a percentage of net revenue as our net revenues grow over time.

The total number of new stores per year and the timing of store openings has, and will continue to have, an impact on our results. In an effort to conserve cash early in the COVID-19 pandemic, we temporarily paused new store openings during a portion of the fiscal year 2020. We expect to open approximately 75 stores in the current year. We will continue to monitor and determine our plans for future new store openings based on based on health, safety and economic conditions.

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 revise our calculation of Adjusted Comparable Store Sales Growth for the temporary closure of our stores to the public as a result of the COVID-19 pandemic.

Adjusted Comparable Store Sales Growth is a non-GAAP financial measure, which 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. We use 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 Stores Sales Growth to be meaningful.

The Company Non-GAAP Measures are key measures used by management to assess our financial performance. The Company Non-GAAP Measures are also frequently used by analysts, investors and other interested parties. We use the Company Non-GAAP Measures to supplement U.S. GAAP measures of performance to evaluate 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. See “Non-GAAP Financial Measures” for definitions of the Company Non-GAAP Measures and for additional information.


		Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
In thousands, except earnings per share, percentage and store data	In thousands, except earnings per share, percentage and store data	July 3, 2021			June 27, 2020			July 3, 2021			June 27, 2020			In thousands, except earnings per share, percentage and store data	October 2, 2021			September 26, 2020			October 2, 2021			September 26, 2020
Revenue:	Revenue:													Revenue:
Net product sales	Net product sales	$	458,206		$	209,707		$	901,273		$	602,548		Net product sales	$	425,594		$	403,336		$	1,326,867		$	1,005,884
Net sales of services and plans	Net sales of services and plans	91,283			50,300			182,396			127,163			Net sales of services and plans	92,411			82,017			274,807			209,180
Total net revenue	Total net revenue	549,489			260,007			1,083,669			729,711			Total net revenue	518,005			485,353			1,601,674			1,215,064
Costs applicable to revenue (exclusive of depreciation and amortization):	Costs applicable to revenue (exclusive of depreciation and amortization):													Costs applicable to revenue (exclusive of depreciation and amortization):
Products	Products	167,028			97,635			326,719			254,005			Products	158,371			148,274			485,090			402,279
Services and plans	Services and plans	68,918			43,145			133,917			105,329			Services and plans	68,087			62,535			202,004			167,864
Total costs applicable to revenue	Total costs applicable to revenue	235,946			140,780			460,636			359,334			Total costs applicable to revenue	226,458			210,809			687,094			570,143
Operating expenses:	Operating expenses:													Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	234,235			136,582			457,828			330,323			Selling, general and administrative expenses	218,214			190,518			676,042			520,841
Depreciation and amortization	Depreciation and amortization	24,025			21,924			47,580			46,734			Depreciation and amortization	25,059			22,236			72,639			68,970
Asset impairment	Asset impairment	519			2,411			1,478			13,766			Asset impairment	—			7,150			1,478			20,916
Litigation settlement	Litigation settlement	—			—			—			4,395			Litigation settlement	—			—			—			4,395
Other expense (income), net	Other expense (income), net	(65)			(92)			(130)			(158)			Other expense (income), net	(2,437)			(154)			(2,567)			(312)
Total operating expenses	Total operating expenses	258,714			160,825			506,756			395,060			Total operating expenses	240,836			219,750			747,592			614,810
Income (loss) from operations		54,829			(41,598)			116,277			(24,683)
Income from operations														Income from operations	50,711			54,794			166,988			30,111
Interest expense, net	Interest expense, net	10,096			15,502			16,426			22,957			Interest expense, net	5,743			12,475			22,169			35,432
Debt issuance costs	Debt issuance costs	92			136			92			136			Debt issuance costs	—			—			92			136
Earnings (loss) before income taxes	Earnings (loss) before income taxes	44,641			(57,236)			99,759			(47,776)			Earnings (loss) before income taxes	44,968			42,319			144,727			(5,457)
Income tax provision (benefit)	Income tax provision (benefit)	7,040			(13,403)			18,726			(13,685)			Income tax provision (benefit)	3,976			7,030			22,702			(6,655)
Net income (loss)		$	37,601		$	(43,833)		$	81,033		$	(34,091)
Net income														Net income	$	40,992		$	35,289		$	122,025		$	1,198

Operating data:	Operating data:													Operating data:
Number of stores open at end of period	Number of stores open at end of period	1,249			1,184			1,249			1,184			Number of stores open at end of period	1,262			1,201			1,262			1,201
New stores opened during the period	New stores opened during the period	20			17			45			40			New stores opened during the period	14			18			59			57
Adjusted Operating Income	Adjusted Operating Income	$	65,581		$	(34,427)		$	133,249		$	3,638		Adjusted Operating Income	$	54,736		$	67,742		$	187,985		$	71,381
Diluted EPS	Diluted EPS	$	0.42		$	(0.55)		$	0.89		$	(0.42)		Diluted EPS	$	0.45		$	0.42		$	1.34		$	0.01
Adjusted Diluted EPS	Adjusted Diluted EPS	$	0.48		$	(0.41)		$	0.97		$	(0.13)		Adjusted Diluted EPS	$	0.38		$	0.54		$	1.35		$	0.42
Adjusted EBITDA	Adjusted EBITDA	$	87,735		$	(14,354)		$	177,085		$	46,670		Adjusted EBITDA	$	77,923		$	88,127		$	255,008		$	134,797

Percentage of net revenue:	Percentage of net revenue:													Percentage of net revenue:
Total costs applicable to revenue	Total costs applicable to revenue	42.9		%	54.1		%	42.5		%	49.2		%	Total costs applicable to revenue	43.7		%	43.4		%	42.9		%	46.9		%
Selling, general and administrative	Selling, general and administrative	42.6		%	52.5		%	42.2		%	45.3		%	Selling, general and administrative	42.1		%	39.3		%	42.2		%	42.9		%
Total operating expenses	Total operating expenses	47.1		%	61.9		%	46.8		%	54.1		%	Total operating expenses	46.5		%	45.3		%	46.7		%	50.6		%
Income (loss) from operations		10.0		%	(16.0)		%	10.7		%	(3.4)		%
Net income (loss)		6.8		%	(16.9)		%	7.5		%	(4.7)		%
Income from operations														Income from operations	9.8		%	11.3		%	10.4		%	2.5		%
Net income														Net income	7.9		%	7.3		%	7.6		%	0.1		%
Adjusted Operating Income	Adjusted Operating Income	11.9		%	(13.2)		%	12.3		%	0.5		%	Adjusted Operating Income	10.6		%	14.0		%	11.7		%	5.9		%
Adjusted EBITDA	Adjusted EBITDA	16.0		%	(5.5)		%	16.3		%	6.4		%	Adjusted EBITDA	15.0		%	18.2		%	15.9		%	11.1		%


		Comparable store sales growth(1)				Stores open at end of period		Net revenue(2)									Comparable store sales growth(1)				Stores open at end of period		Net revenue(2)
In thousands, except percentage and store data	In thousands, except percentage and store data	Three Months Ended July 3, 2021		Three Months Ended June 27, 2020		July 3, 2021	June 27, 2020	Three Months Ended July 3, 2021				Three Months Ended June 27, 2020				In thousands, except percentage and store data	Three Months Ended October 2, 2021		Three Months Ended September 26, 2020		October 2, 2021	September 26, 2020	Three Months Ended October 2, 2021				Three Months Ended September 26, 2020
Owned & Host segment	Owned & Host segment															Owned & Host segment
America’s Best	America’s Best	81.8	%	(37.1)	%	813	752	$	372,846	67.9	%	$	176,196	67.8	%	America’s Best	0.0	%	13.6	%	826	769	$	351,706	67.9	%	$	334,716	69.0	%
Eyeglass World	Eyeglass World	67.6	%	(31.6)	%	123	118	58,061		10.6	%	30,357		11.7	%	Eyeglass World	1.7	%	18.4	%	123	119	55,520		10.7	%	52,837		10.9	%
Military	Military	65.0	%	(44.6)	%	54	54	6,007		1.1	%	3,328		1.3	%	Military	(0.6)	%	(4.6)	%	54	54	5,865		1.1	%	5,820		1.2	%
Fred Meyer	Fred Meyer	61.1	%	(48.6)	%	29	29	3,243		0.6	%	1,824		0.7	%	Fred Meyer	(1.6)	%	(7.8)	%	29	29	3,011		0.6	%	3,027		0.6	%
Owned & Host segment total	Owned & Host segment total					1,019	953	$	440,157	80.1	%	$	211,705	81.4	%	Owned & Host segment total					1,032	971	$	416,102	80.3	%	$	396,400	81.7	%
Legacy segment	Legacy segment	58.2	%	(35.8)	%	230	231	43,600		7.9	%	25,413		9.8	%	Legacy segment	0.0	%	3.3	%	230	230	40,842		7.9	%	40,232		8.3	%
Corporate/Other	Corporate/Other	—	%	—	%	—	—	61,520		11.2	%	50,472		19.4	%	Corporate/Other	—	%	—	%	—	—	58,063		11.2	%	57,906		11.9	%
Reconciliations	Reconciliations	—	%	—	%	—	—	4,212		0.8	%	(27,583)		(10.6)	%	Reconciliations	—	%	—	%	—	—	2,998		0.6	%	(9,185)		(1.9)	%
Total	Total	99.1	%	(44.7)	%	1,249	1,184	$	549,489	100.0	%	$	260,007	100.0	%	Total	3.4	%	11.6	%	1,262	1,201	$	518,005	100.0	%	$	485,353	100.0	%
Adjusted Comparable Store Sales Growth(3)	Adjusted Comparable Store Sales Growth(3)	76.7	%	(36.5)	%											Adjusted Comparable Store Sales Growth(3)	0.2	%	12.4	%

(1)We calculate 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. of this Form 10-Q, with the exception of the Legacy segment, which is adjusted as noted in clause (ii) of footnote (3) below.

(3)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 ~~21.6%~~3.0% and an increase of ~~8.1%~~0.9% from total comparable store sales growth based on consolidated net revenue for the three months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020, respectively, 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 a decrease of ~~0.8%~~0.2% and ~~an increase~~a decrease of 0.1% from total comparable store sales growth based on consolidated net revenue for ~~each of~~ the three months ended ~~July 3,~~October 2, 2021 and ~~June 27, 2020.~~September 26, 2020, respectively.

Total net revenue of ~~$549.5~~$518.0 million for the three months ended ~~July 3,~~October 2, 2021 increased ~~$289.5~~$32.7 million, or ~~111.3%~~6.7%, from ~~$260.0~~$485.4 million for the three months ended ~~June 27,~~September 26, 2020. ~~This~~ Of the increase, approximately 50% was ~~primarily~~driven by new stores, approximately 40% was driven by changes in unearned revenue and recognition of deferred revenue, and approximately 10% was driven by comparable store sales ~~growth from the effect of our stores being temporarily closed to the public in the second quarter of 2020, strong customer demand, government stimulus,~~ and ~~new store growth and maturation. Total net revenue was also positively impacted by changes in unearned revenue.~~wholesale fulfillment.

In the three months ended ~~July 3,~~October 2, 2021, we opened 1814 America’s Best ~~stores and two Eyeglass World~~ stores and closed one America’s Best store. Overall, store count grew ~~5.5%~~5.1% from ~~June 27,~~September 26, 2020 to ~~July 3,~~October 2, 2021 ~~(61~~(57 and ~~five~~four net new America’s Best and Eyeglass World were added, ~~respectively and one Legacy store was closed)~~respectively). ~~The store count as of June 27, 2020 has been updated from the previously reported number.~~

Net product sales comprised ~~83.4%~~82.2% and ~~80.7%~~83.1% of total net revenue for the three months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020, respectively. Net product sales increased ~~$248.5~~$22.3 million, or ~~118.5%~~5.5%, in the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~September 26, 2020, driven primarily by eyeglass sales and to a lesser extent, contact lens sales. Net sales of services and plans increased ~~$41.0~~$10.4 million, or ~~81.5%~~12.7%, driven primarily by higher product protection plan revenue and eye exam ~~sales.~~revenue.

Net revenue reconciliations. Net revenue was positively impacted by ~~$31.8~~$12.2 million due to the timing of unearned revenue and recognition of deferred revenue for the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~September 26, 2020. ~~The~~Net revenue was positively impacted by $6.3 million as the Company experienced a decrease in unearned revenue ~~of $8.5 million~~during the three months ended October 2, 2021, compared to an increase in unearned revenue ~~of $34.4 million for~~during the three months ended ~~July 3, 2021 and June 27,~~September 26, 2020 ~~respectively, as well as an increase in deferred revenue of $4.2 million and a decrease of $6.9 million for the three months ended July 3, 2021 and June 27, 2020, respectively.~~. The decrease in unearned revenue primarily resulted from higher sales at the end of the ~~first~~third quarter of ~~2021~~2020, compared to sales at the ~~prior period in 2020 when stores were temporarily closed to~~end of the ~~public.The increase in deferred~~current fiscal period. Additionally, net revenue iswas positively impacted by $5.9 million due to higher recognition of deferred revenue related to our product protection plans in the current period, compared to prior period; the higher deferred revenue recognition is a result of increased sales of ~~warranties and club memberships.~~product protection plans in periods after our stores reopened to the public in the second quarter of 2020.

Costs applicable to revenue of ~~$235.9~~$226.5 million for the three months ended ~~July 3,~~October 2, 2021 increased ~~$95.2~~$15.6 million, or ~~67.6%~~7.4%, from ~~$140.8~~$210.8 million for the three months ended ~~June 27,~~September 26, 2020. As a percentage of net revenue, costs applicable to revenue ~~decreased~~increased from ~~54.1%~~43.4% for the three months ended ~~June 27,~~September 26, 2020 to ~~42.9%~~43.7% for the three months ended ~~July 3,~~October 2, 2021. This ~~decrease~~increase as a percentage of net revenue was primarily driven by ~~negative margin impacts from the temporary closure of our stores in the prior year that were not experienced in the 2021 period, increased eyeglass mix~~higher optometrist-related costs and, ~~lower growth in optometrist costs.~~to a lesser extent, freight costs partially offset by higher deferred revenue.

Owned & Host segment costs of products. Costs of products as a percentage of net product sales ~~decreased~~increased from ~~30.9%~~26.9% for the three months ended ~~June 27,~~September 26, 2020 to ~~27.3%~~28.0% for the three months ended ~~July 3,~~October 2, 2021. The ~~decrease~~increase was primarily driven by ~~the impact of the temporary store closures in fiscal year 2020,~~ increased contact lens mix, lower eyeglass ~~mix~~and contact lens margin, and higher ~~eyeglass margin.~~freight costs.

Legacy segment costs of products. Costs of products as a percentage of net product sales ~~decreased~~increased from ~~55.9%~~46.9% for the three months ended ~~June 27,~~September 26, 2020 to ~~48.1%~~48.2% for the three months ended ~~July 3,~~October 2, 2021. The ~~decrease~~increase was primarily driven by ~~the impact of the temporary store closures in fiscal year 2020, increased eyeglass mix~~lower contact lens margin and a ~~higher~~lower mix of managed care customer transactions versus non-managed care customer transactions. Legacy segment managed care net product revenue is recorded in net product sales while revenue associated with servicing non-managed care customers is recorded in net sales of services and plans. Eyeglass and contact lens product costs for both managed care and non-managed care net revenue are recorded in costs of products. Increases in managed care mix decrease costs of products as a percentage of net product sales and have a corresponding negative impact on costs of services as a percentage of net sales of services and plans in our Legacy segment.

Costs of services and plans as a percentage of net sales of services and plans decreased from ~~85.8%~~76.2% for the three months ended ~~June 27,~~September 26, 2020 to ~~75.5%~~73.7% for the three months ended ~~July 3,~~October 2, 2021. The decrease was primarily driven by higher deferred revenue, partially offset by ~~the impact of temporary closure of our stores in fiscal year 2020, lower growth in optometrist costs and~~ higher ~~eye exam sales.~~optometrist-related costs.

Owned & Host segment costs of services and plans. Costs of services and plans as a percentage of net sales of services and plans in the Owned & Host segment ~~decreased~~increased from ~~112.5%~~76.0% for the three months ended ~~June 27,~~September 26, 2020 to ~~79.3%~~79.9% for the three months ended ~~July 3,~~October 2, 2021. The ~~decrease~~increase was primarily driven by ~~the impact of the temporary store closures in fiscal year 2020, lower growth in optometrist costs and~~ higher ~~eye exam sales.~~optometrist-related costs.

Legacy segment costs of services and plans. Costs of services and plans as a percentage of net sales of services and plans in the Legacy segment ~~decreased~~increased $0.3 million from ~~49.9%~~39.8% for the three months ended ~~June 27,~~September 26, 2020 to ~~38.6%~~40.2% for the three months ended ~~July 3,~~October 2, 2021. ~~The decrease was primarily driven by the impact of the temporary store closures in fiscal year 2020, lower growth in optometrist costs and higher management fees from our Legacy partner.~~

SG&A of ~~$234.2~~$218.2 million for the three months ended ~~July 3,~~October 2, 2021 increased ~~$97.7~~$27.7 million, or ~~71.5%~~14.5%, from the three months ended ~~June 27,~~September 26, 2020. As a percentage of net revenue, SG&A ~~decreased~~increased from ~~52.5%~~39.3% for the three months ended ~~June 27,~~September 26, 2020 to ~~42.6%~~42.1% for the three months ended ~~July 3,~~October 2, 2021. The ~~decrease~~increase in SG&A as a percentage of net revenue was primarily driven by ~~negative impacts from the temporary closure~~higher advertising expenses, partially offset by recognition of ~~our stores in the prior year that were not experienced in the 2021 period which contributed to leverage of store~~performance-based incentive compensation and corporate payroll ~~and occupancy expenses as well as the decrease in unearned revenue, partially offset by higher advertising expenses.~~leverage. SG&A for the three months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020 includes $0.7 million~~$0.3 million~~ and ~~$2.5~~$4.7 million, respectively, of incremental costs directly related to adapting the Company’s operations during the COVID-19 pandemic; these costs were not reflected as adjustments for the Company’s presentation of non-GAAP measures below.

We recognized ~~$0.5 million for~~no impairment ~~primarily~~ of tangible long-lived assets and ROU assets associated with our retail stores during the three months ended ~~July 3,~~October 2, 2021, compared to ~~$2.4~~$7.2 million recognized during the three months ended ~~June 27,~~September 26, 2020. The store asset impairment charge is primarily related to our Owned & Host segment and is driven by lower than projected customer sales volume in certain stores, and other entity-specific assumptions. We considered multiple factors including, but not limited to: forecasted scenarios related to store performance and the likelihood that these scenarios would be ultimately realized; and the remaining useful lives of the assets. Asset impairment expenses were recognized in Corporate/Other.

Interest expense, net, of ~~$10.1~~$5.7 million for the three months ended ~~July 3,~~October 2, 2021 decreased ~~$5.4~~$6.7 million, or ~~34.9%~~54.0%, from ~~$15.5~~$12.5 million for the three months ended ~~June 27,~~September 26, 2020. The decrease was primarily driven by ~~changes in fair value~~lower interest expense on the 2025 Notes of ~~derivatives~~$3.7 million as a result of ~~$2.5 million and by a reduction in our~~the adoption of ASU 2020-06, lower term loan outstanding balance as a result of voluntary prepayment and ~~revolving credit facility utilization.~~lower derivative costs.

Our income tax ~~expense~~provision for the three months ended ~~July 3,~~October 2, 2021 reflected our statutory federal and state rate of 25.5%~~25.5%~~, offset by a discrete benefit of ~~$4.1~~$9.1 million associated primarily with the exercise of stock options. In comparison, the income tax provision associated with the three months ended ~~June 27,~~September 26, 2020 reflected income tax expense at our statutory federal and state rate of 25.5% ~~and was reduced~~offset by a ~~$0.3~~discrete benefit of $3.0 million ~~income tax benefit~~ resulting from stock option exercises.


		Comparable store sales growth(1)				Stores open at end of period		Net revenue(2)									Comparable store sales growth(1)				Stores open at end of period		Net revenue(2)
In thousands, except percentage and store data	In thousands, except percentage and store data	Six Months Ended July 3, 2021		Six Months Ended June 27, 2020		July 3, 2021	June 27, 2020	Six Months Ended July 3, 2021				Six Months Ended June 27, 2020				In thousands, except percentage and store data	Nine Months Ended October 2, 2021		Nine Months Ended September 26, 2020		October 2, 2021	September 26, 2020	Nine Months Ended October 2, 2021				Nine Months Ended September 26, 2020
Owned & Host segment	Owned & Host segment															Owned & Host segment
America’s Best	America’s Best	54.9	%	(22.2)	%	813	752	$	755,201	69.7	%	$	470,366	64.5	%	America’s Best	31.8	%	(10.4)	%	826	769	$	1,106,907	69.1	%	$	805,081	66.3	%
Eyeglass World	Eyeglass World	57.1	%	(21.2)	%	123	118	118,836		11.0	%	74,843		10.3	%	Eyeglass World	33.9	%	(8.6)	%	123	119	174,356		10.9	%	127,680		10.5	%
Military	Military	38.1	%	(27.8)	%	54	54	12,246		1.1	%	8,970		1.2	%	Military	22.6	%	(20.2)	%	54	54	18,112		1.1	%	14,790		1.2	%
Fred Meyer	Fred Meyer	36.1	%	(32.5)	%	29	29	6,321		0.6	%	4,753		0.7	%	Fred Meyer	21.2	%	(24.6)	%	29	29	9,331		0.6	%	7,780		0.6	%
Owned & Host segment total	Owned & Host segment total					1,019	953	$	892,604	82.4	%	$	558,932	76.6	%	Owned & Host segment total					1,032	971	$	1,308,706	81.7	%	$	955,331	78.6	%
Legacy segment	Legacy segment	42.6	%	(24.4)	%	230	231	87,182		8.0	%	61,870		8.5	%	Legacy segment	25.5	%	(15.4)	%	230	230	128,024		8.0	%	102,102		8.4	%
Corporate/Other	Corporate/Other	—		—		—	—	122,738		11.3	%	117,044		16.0	%	Corporate/Other	—		—		—	—	180,801		11.3	%	174,950		14.4	%
Reconciliations	Reconciliations	—		—		—	—	(18,855)		(1.7)	%	(8,135)		(1.1)	%	Reconciliations	—		—		—	—	(15,857)		(1.0)	%	(17,319)		(1.4)	%
Total	Total	48.9	%	(23.0)	%	1,249	1,184	$	1,083,669	100.0	%	$	729,711	100.0	%	Total	30.3	%	(11.7)	%	1,262	1,201	$	1,601,674	100.0	%	$	1,215,064	100.0	%
Adjusted Comparable Store Sales Growth(3)	Adjusted Comparable Store Sales Growth(3)	53.3	%	(22.6)	%											Adjusted Comparable Store Sales Growth(3)	31.1	%	(11.1)	%

(3)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 an increase of ~~4.4%~~0.9% and an increase of ~~0.3%~~0.5% from total comparable store sales growth based on consolidated net revenue for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020, respectively, 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 a decrease of 0.1% and an increase of 0.1% from total comparable store sales growth based on consolidated net revenue for the ~~six~~nine months ended ~~June 27, 2020.~~October 2, 2021 and September 26, 2020, respectively.

Total net revenue of ~~$1,083.7~~$1,601.7 million for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 increased ~~$354.0~~$386.6 million, or ~~48.5%~~31.8%, from ~~$729.7~~$1,215.1 million for the ~~six~~nine months ended ~~June 27,~~September 26, 2020. This increase was primarily driven by comparable store sales growth driven by strong customer demand, including the effect of our stores being temporarily closed to the public for a portion of the ~~six~~nine months ended ~~June 27,~~September 26, 2020, government stimulus, and new store growth and maturation. Total net revenue was also positively impacted by changes in unearned revenue.

In the ~~six~~nine months ended ~~July 3,~~October 2, 2021, we opened 4155 new America’s Best stores and four Eyeglass World stores and closed ~~one~~two America’s Best ~~store;~~stores; Overall, store count grew ~~5.5%~~5.1% from ~~June 27,~~September 26, 2020 to ~~July 3,~~October 2, 2021 ~~(61,~~(57, and ~~five~~four net new America’s Best and Eyeglass World stores were added, ~~respectively, and one Legacy store was closed during the same period)~~respectively). ~~The store count as of June 27, 2020 has been updated from the previously reported number.~~

Comparable store sales growth and Adjusted Comparable Store Sales Growth for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 were ~~48.9%~~30.3% and ~~53.3%~~31.1%, respectively. The increases in comparable store sales growth and Adjusted Comparable Store Sales Growth were primarily driven by strong customer demand, including the effect of our stores being temporarily closed for a portion of the ~~six~~nine months ended ~~June 27,~~September 26, 2020 and government stimulus.

Net product sales comprised ~~83.2%~~82.8% and ~~82.6%~~82.8% of total net revenue for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020, respectively. Net product sales increased ~~$298.7~~$321.0 million, or ~~49.6%~~31.9%, in the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~September 26, 2020, primarily due to increased eyeglass sales and to a lesser extent increased contact lens sales. Net sales of services and plans increased ~~$55.2~~$65.6 million, or ~~43.4%~~31.4%, primarily driven by eye exam revenue.

Net revenue reconciliations. The impact of reconciliations ~~decreased~~positively impacted net revenue by ~~$10.7~~$1.5 million in the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~September 26, 2020. ~~Reconciliations include an increase in~~Net revenue was positively impacted by $14.4 million due to the timing of unearned revenue. The balance of unearned revenue as of ~~$6.5~~September 26, 2020 reflected pent-up demand following the temporary closure of our stores to the public. Net revenue was negatively impacted by $12.9 million for the six months ended July 3, 2021 compared to an increase in unearned revenue of $14.5 million for the six months ended June 27, 2020, and an increase in deferred revenue of $12.4 million compared to a decrease of $6.4 million, for the six months ended July 3, 2021 and June 27, 2020, respectively. ~~The increase in deferred revenue is~~ due to higher ~~sales of warranties~~product protection plan and club ~~memberships. Unearned~~membership deferred revenue ~~increased net~~balances in current period compared to the prior year period. Product protection plan and club membership deferred revenue balances were lower in the ~~current year compared to~~ prior year ~~primarily~~period due to ~~higher sales at the end of the second quarter of 2020 after our stores reopened and customers made purchases reflective of demand that was not met during the temporary closure period.~~store closures.

Costs applicable to revenue of ~~$460.6~~$687.1 million for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 increased ~~$101.3~~$117.0 million, or ~~28.2%~~20.5%, from ~~$359.3~~$570.1 million for the ~~six~~nine months ended ~~June 27,~~September 26, 2020. As a percentage of net revenue, costs applicable to revenue decreased from ~~49.2%~~46.9% for the ~~six~~nine months ended ~~June 27,~~September 26, 2020 to ~~42.5%~~42.9% for the ~~six~~nine months ended ~~July 3,~~October 2, 2021. This decrease as a percentage of net revenue was primarily driven by negative margin impacts from the temporary closure of our stores in the prior year that were not experienced in the 2021 period, lower growth in ~~optometrist~~optometrist-related costs, increased eyeglass mix and higher eyeglass margin.

Legacy segment costs of products. Costs of products as a percentage of net product sales decreased from ~~50.4%~~49.1% for the ~~six~~nine months ended ~~June 27,~~September 26, 2020 to ~~47.5%~~47.7% for the ~~six~~nine months ended ~~July 3,~~October 2, 2021. The decrease was primarily driven by impact of the temporary store closures in fiscal year 2020 and a higher mix of managed care customer transactions versus non-managed care customer transactions. Legacy segment managed care net product revenue is recorded in net product sales while revenue associated with servicing non-managed care customers is recorded in net sales of services and plans. Eyeglass and contact lens product costs for both managed care and non-managed care net revenue are recorded in costs of products. Increases in managed care mix decrease costs of products as a percentage of net product sales and have a corresponding negative impact on costs of services as a percentage of net sales of services and plans in our Legacy segment.

Owned & Host segment costs of services and plans. Costs of services and plans as a percentage of net sales of services and plans decreased from ~~94.6%~~86.7% for the ~~six~~nine months ended ~~June 27,~~September 26, 2020 to ~~74.9%~~76.5% for the ~~six~~nine months ended ~~July 3,~~October 2, 2021. The decrease was primarily driven by the impact of the temporary store closures in fiscal year 2020, lower growth in ~~optometrist~~optometrist-related costs and higher eye exam ~~sales.~~revenue.

Legacy segment costs of services and plans. Costs of services and plans as a percentage of net sales of services and plans decreased from ~~52.7%~~47.3% for the ~~six~~nine months ended ~~June 27,~~September 26, 2020 to ~~38.5%~~39.0% for the ~~six~~nine months ended ~~July 3,~~October 2, 2021. The decrease was primarily driven by the impact of the temporary store closures in fiscal year 2020, higher management fees from our Legacy partner ~~higher eye exam sales~~ and lower growth in ~~optometrist~~optometrist-related costs.

SG&A of ~~$457.8~~$676.0 million for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 increased ~~$127.5~~$155.2 million, or ~~38.6%~~29.8%, from the ~~six~~nine months ended ~~June 27,~~September 26, 2020. As a percentage of net revenue, SG&A decreased from ~~45.3%~~42.9% for the ~~six~~nine months ended ~~June 27,~~September 26, 2020 to 42.2% for the ~~six~~nine months ended ~~July 3,~~October 2, 2021. The decrease in SG&A as a percentage of net revenue was primarily driven by negative impacts from the temporary closure of our stores in the prior year that were not experienced in the 2021 period and leverage of store ~~and corporate~~ payroll and occupancy expenses, partially offset by higher advertising expenses and higher performance-based incentive compensation. SG&A for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~September 26, 2020 includes ~~$0.7 million~~ $1.4 million and ~~$3.1~~$7.8 million, respectively, of incremental costs directly related to adapting the Company’s operations during the COVID-19 pandemic; of these costs, $0.6 million were reflected as adjustments for the Company’s presentation of non-GAAP measures below for the ~~six~~nine months ended ~~June 27,~~September 26, 2020.

We recognized $1.5 million for impairment of tangible long-lived assets and ROU assets associated with our retail stores during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to ~~$13.8~~$20.9 million recognized during the ~~six~~nine months ended ~~June 27,~~September 26, 2020. The store asset impairment charge is primarily related to our Owned & Host segment and is driven by lower than projected customer sales volume in certain stores, and other entity-specific assumptions. We considered multiple factors including, but not limited to: forecasted scenarios related to store performance and the likelihood that these scenarios would be ultimately realized; and the remaining useful lives of the assets. Asset impairment expenses were recognized in Corporate/Other.

Interest expense, net, of ~~$16.4~~$22.2 million for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 decreased ~~$6.5~~$13.3 million, or ~~28.4%~~37.4%, from ~~$23.0~~$35.4 million for the ~~six~~nine months ended ~~June 27,~~September 26, 2020. The decrease was primarily driven by ~~changes in fair value~~lower derivative costs of ~~derivatives of $4.7~~$7.2 million, ~~and by a reduction in our~~reduced term loan outstanding balance and ~~revolving~~ credit facility utilization, ~~partially offset by expenses related to~~and lower interest expense on the 2025 ~~Notes.~~Notes as a result of the adoption of ASU 2020-06.

Our income tax provision for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 reflected our statutory federal and state rate of 25.5%, combined with a benefit of ~~$6.6~~$15.7 million primarily ~~with~~from the exercise of stock options and for the stranded tax effect associated with our interest rate swaps that matured in the first quarter of 2021. In comparison, the income tax benefit for the ~~six~~nine months ended ~~June 27,~~September 26, 2020 reflected our statutory federal and state rate of 25.5% combined with a benefit of ~~$3.0~~$6.0 million resulting from stock option exercises.

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, amortization of acquisition intangibles, and other expenses. We define Adjusted Operating Margin as Adjusted Operating Income as a percentage of net revenue. We define EBITDA as net income, ~~(loss),~~ plus interest expense, income tax provision (benefit) and depreciation and amortization. We define Adjusted EBITDA as net income, ~~(loss),~~ plus interest expense, income tax provision (benefit) and depreciation and amortization, further adjusted to exclude stock compensation expense, asset impairment, litigation settlement, and other expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of net revenue. 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, amortization of acquisition intangibles, amortization of debt discounts 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.

EBITDA and the Company Non-GAAP Measures have been presented as supplemental measures of financial performance that are not required by, or presented in accordance with U.S. GAAP, because we believe they 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 EBITDA, and the Company Non-GAAP 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. We also use EBITDA and the Company Non-GAAP Measures to supplement U.S. 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 U.S. GAAP results with Non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than U.S. GAAP results alone.

EBITDA and the Company Non-GAAP Measures are not recognized terms under U.S. GAAP and should not be considered as an alternative to net income or income from operations as a measure of financial performance or cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with U.S. 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. In evaluating EBITDA and the Company Non-GAAP Measures, we may incur expenses in the future that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and the Company Non-GAAP Measures should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on our U.S. GAAP results in addition to using EBITDA and the Company Non-GAAP Measures.


		Three Months Ended								Six Months Ended									Three Months Ended								Nine Months Ended
In thousands	In thousands	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020				In thousands	October 2, 2021				September 26, 2020				October 2, 2021				September 26, 2020
Net income (loss)		$	37,601	6.8	%	$	(43,833)	(16.9)	%	$	81,033	7.5	%	$	(34,091)	(4.7)	%
Net income																		Net income	$	40,992	7.9	%	$	35,289	7.3	%	$	122,025	7.6	%	$	1,198	0.1	%
Interest expense	Interest expense	10,096		1.8	%	15,502		6.0	%	16,426		1.5	%	22,957		3.1	%	Interest expense	5,743		1.1	%	12,475		2.6	%	22,169		1.4	%	35,432		2.9	%
Income tax provision (benefit)	Income tax provision (benefit)	7,040		1.3	%	(13,403)		(5.2)	%	18,726		1.7	%	(13,685)		(1.9)	%	Income tax provision (benefit)	3,976		0.8	%	7,030		1.4	%	22,702		1.4	%	(6,655)		(0.5)	%
Stock compensation expense (a)	Stock compensation expense (a)	7,213		1.3	%	3,352		1.3	%	10,201		0.9	%	5,445		0.7	%	Stock compensation expense (a)	3,665		0.7	%	2,890		0.6	%	13,866		0.9	%	8,335		0.7	%
Asset impairment (b)	Asset impairment (b)	519		0.1	%	2,411		0.9	%	1,478		0.1	%	13,766		1.9	%	Asset impairment (b)	—		—	%	7,150		1.5	%	1,478		0.1	%	20,916		1.7	%
Litigation settlement (c)	Litigation settlement (c)	—		—	%	—		—	%	—		—	%	4,395		0.6	%	Litigation settlement (c)	—		—	%	—		—	%	—		—	%	4,395		0.4	%
Amortization of acquisition intangibles (d)	Amortization of acquisition intangibles (d)	1,871		0.3	%	1,851		0.7	%	3,744		0.3	%	3,702		0.5	%	Amortization of acquisition intangibles (d)	1,872		0.4	%	1,851		0.4	%	5,616		0.4	%	5,554		0.5	%
Other (g)	Other (g)	1,241		0.2	%	(307)		(0.1)	%	1,641		0.2	%	1,149		0.2	%	Other (g)	(1,512)		(0.3)	%	1,057		0.2	%	129		—	%	2,206		0.2	%
Adjusted Operating Income / Adjusted Operating Margin	Adjusted Operating Income / Adjusted Operating Margin	$	65,581	11.9	%	$	(34,427)	(13.2)	%	$	133,249	12.3	%	$	3,638	0.5	%	Adjusted Operating Income / Adjusted Operating Margin	$	54,736	10.6	%	$	67,742	14.0	%	$	187,985	11.7	%	$	71,381	5.9	%
Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding Some of the percentage totals in the table above do not foot due to rounding differences	Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding Some of the percentage totals in the table above do not foot due to rounding differences																	Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding Some of the percentage totals in the table above do not foot due to rounding differences


		Three Months Ended								Six Months Ended									Three Months Ended								Nine Months Ended
In thousands	In thousands	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020				In thousands	October 2, 2021				September 26, 2020				October 2, 2021				September 26, 2020
Net income (loss)		$	37,601	6.8	%	$	(43,833)	(16.9)	%	$	81,033	7.5	%	$	(34,091)	(4.7)	%
Net income																		Net income	$	40,992	7.9	%	$	35,289	7.3	%	$	122,025	7.6	%	$	1,198	0.1	%
Interest expense	Interest expense	10,096		1.8	%	15,502		6.0	%	16,426		1.5	%	22,957		3.1	%	Interest expense	5,743		1.1	%	12,475		2.6	%	22,169		1.4	%	35,432		2.9	%
Income tax provision (benefit)	Income tax provision (benefit)	7,040		1.3	%	(13,403)		(5.2)	%	18,726		1.7	%	(13,685)		(1.9)	%	Income tax provision (benefit)	3,976		0.8	%	7,030		1.4	%	22,702		1.4	%	(6,655)		(0.5)	%
Depreciation and amortization	Depreciation and amortization	24,025		4.4	%	21,924		8.4	%	47,580		4.4	%	46,734		6.4	%	Depreciation and amortization	25,059		4.8	%	22,236		4.6	%	72,639		4.5	%	68,970		5.7	%
EBITDA	EBITDA	78,762		14.3	%	(19,810)		(7.6)	%	163,765		15.1	%	21,915		3.0	%	EBITDA	75,770		14.6	%	77,030		15.9	%	239,535		15.0	%	98,945		8.1	%

Stock compensation expense (a)	Stock compensation expense (a)	7,213		1.3	%	3,352		1.3	%	10,201		0.9	%	5,445		0.7	%	Stock compensation expense (a)	3,665		0.7	%	2,890		0.6	%	13,866		0.9	%	8,335		0.7	%
Asset impairment (b)	Asset impairment (b)	519		0.1	%	2,411		0.9	%	1,478		0.1	%	13,766		1.9	%	Asset impairment (b)	—		—	%	7,150		1.5	%	1,478		0.1	%	20,916		1.7	%
Litigation settlement (c)	Litigation settlement (c)	��		—	%	—		—	%	—		—	%	4,395		0.6	%	Litigation settlement (c)	—		—	%	—		—	%	—		—	%	4,395		0.4	%
Other (g)	Other (g)	1,241		0.2	%	(307)		(0.1)	%	1,641		0.2	%	1,149		0.2	%	Other (g)	(1,512)		(0.3)	%	1,057		0.2	%	129		—	%	2,206		0.2	%
Adjusted EBITDA / Adjusted EBITDA Margin	Adjusted EBITDA / Adjusted EBITDA Margin	$	87,735	16.0	%	$	(14,354)	(5.5)	%	$	177,085	16.3	%	$	46,670	6.4	%	Adjusted EBITDA / Adjusted EBITDA Margin	$	77,923	15.0	%	$	88,127	18.2	%	$	255,008	15.9	%	$	134,797	11.1	%
Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding Some of the percentage totals in the table above do not foot due to rounding differences	Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding Some of the percentage totals in the table above do not foot due to rounding differences																	Note: Percentages reflect line item as a percentage of net revenue, adjusted for rounding Some of the percentage totals in the table above do not foot due to rounding differences


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
In thousands, except per share amounts	In thousands, except per share amounts	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020		In thousands, except per share amounts	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Diluted EPS	Diluted EPS	$	0.42	$	(0.55)	$	0.89	$	(0.42)	Diluted EPS	$	0.45	$	0.42	$	1.34	$	0.01
Stock compensation expense (a)	Stock compensation expense (a)	0.08		0.04		0.11		0.07		Stock compensation expense (a)	0.04		0.03		0.14		0.10
Asset impairment (b)	Asset impairment (b)	0.01		0.03		0.02		0.17		Asset impairment (b)	—		0.09		0.02		0.25
Litigation settlement (c)	Litigation settlement (c)	—		—		—		0.05		Litigation settlement (c)	—		—		—		0.05
Amortization of acquisition intangibles (d)	Amortization of acquisition intangibles (d)	0.02		0.02		0.04		0.05		Amortization of acquisition intangibles (d)	0.02		0.02		0.06		0.07
Amortization of debt discount and deferred financing costs (e)	Amortization of debt discount and deferred financing costs (e)	0.01		0.03		0.01		0.03		Amortization of debt discount and deferred financing costs (e)	0.00		0.05		0.02		0.09
Losses (gains) on change in fair value of derivatives (f)	Losses (gains) on change in fair value of derivatives (f)	0.02		0.06		—		0.06		Losses (gains) on change in fair value of derivatives (f)	(0.01)		0.00		0.00		0.06
Other (j)	Other (j)	0.01		—		(0.01)		0.01		Other (j)	(0.02)		0.01		(0.02)		0.03
Tax benefit of stock option exercises (h)	Tax benefit of stock option exercises (h)	(0.04)		—		(0.05)		(0.04)		Tax benefit of stock option exercises (h)	(0.09)		(0.04)		(0.14)		(0.07)
Tax effect of total adjustments (i)	Tax effect of total adjustments (i)	(0.04)		(0.05)		(0.05)		(0.12)		Tax effect of total adjustments (i)	(0.01)		(0.05)		(0.06)		(0.16)
Adjusted Diluted EPS	Adjusted Diluted EPS	$	0.48	$	(0.41)	$	0.97	$	(0.13)	Adjusted Diluted EPS	$	0.38	$	0.54	$	1.35	$	0.42

Weighted average diluted shares outstanding	Weighted average diluted shares outstanding	96,082		80,325		96,044		80,226		Weighted average diluted shares outstanding	96,508		83,795		96,193		82,718
Note: Some of the totals in the table above do not foot due to rounding differences	Note: Some of the totals in the table above do not foot due to rounding differences									Note: Some of the totals in the table above do not foot due to rounding differences

(e)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 and $2.5 million for the three months ended July 3, 2021 and June 27, 2020, respectively, and $1.2 million and $2.7 million for the six months ended July 3, 2021 and June 27, 2020, respectively.

(g)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 ~~the amortization impact~~our share of ~~adjustments related to the KKR Acquisition, (e.g., fair value~~(gains) losses on equity method investments of ~~leasehold interests) of $0.1~~$(2.4) million for each of the three and nine months ended ~~July 3,~~October 2, 2021 and June 27, 2020, respectively, and $0.2 million for each of the six months ended July 3, 2021 and June 27, 2020, respectively; costs of severance and relocation of $0.7 million and $0.2 million for the three months ended July 3, 2021 and June 27, 2020, respectively, $0.8 million and $0.5 million for the six months ended July 3, 2021 and June 27, 2020, respectively; excess payroll taxes related to stock option exercises of $0.2 million for the three months ended July 3, 2021, and $0.3 million for each of the six months ended July 3, 2021 and June 27, 2020, 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 $0.2 million~~which are primarily related to excess payroll taxes on stock option exercises, executive severance and ~~$(0.7) million for the three months ended July 3, 2021 and June 27, 2020, respectively, and $0.3 million and $(0.5) million for the six months ended July 3, 2021 and June 27, 2020, respectively.~~relocation.

Our primary cash needs are for inventory, payroll, store rent, advertising, capital expenditures associated with new stores and updating existing stores, as well as information technology and infrastructure, including our corporate office, distribution centers, and laboratories. When appropriate, the Company may utilize excess liquidity towards debt service requirements, including voluntary debt prepayments, or required interest and principal payments, if any, as well as repurchases of common stock, based on excess cash flows. We continue to prioritize cash conservation and prudent use of cash, while safely conducting normal operations. The most significant components of our operating assets and liabilities are inventories, accounts receivable, prepaid expenses and other assets, accounts payable, deferred and unearned revenue and other payables and accrued expenses. While we have historically exercised prudence in our use of cash, the COVID-19 pandemic has required us to closely monitor various items related to cash flow including, but not limited to, cash receipts, cash disbursements, payment terms and alternative sources of funding. We continue to be focused on these items in addition to other key measures we use to determine how our consolidated business and operating segments are performing. We believe that cash on hand, cash expected to be generated from operations and the availability of borrowings under our revolving credit facility will be sufficient to fund our working capital requirements, liquidity obligations, anticipated capital expenditures, and payments due under our existing debt for at least the next 12 months. Depending on our liquidity levels, conditions in the capital markets and other factors, we may from time to time consider the refinancing or issuance of debt, issuance of equity or other securities, the proceeds of which could provide additional liquidity for our operations, as well as further modifications to our term loan where possible. However, our ability to maintain sufficient liquidity may be affected by numerous factors, many of which are outside our control. We primarily fund our working capital needs using cash provided by operations. Our working capital requirements for inventory will increase as we continue to open additional stores.

As of ~~July 3,~~October 2, 2021, we have outstanding ~~$402.5~~$402.5 million aggregate principal of the 2025 Notes. The 2025 Notes are senior unsecured obligations, and interest on the 2025 Notes is paid semi-annually. As of ~~July 3,~~October 2, 2021, the 2025 Notes can be converted by holders. Upon conversion of the 2025 Notes we can choose to settle in cash, shares or a combination. Based on the initial conversion rate, the 2025 Notes are convertible into 12.9 million shares of our common stock; however we reserved for the possible issuance of 16.5 million shares, which is the maximum amount that could be issued upon conversion. See Note 11. “Earnings Per Share” for the treatment of earnings per share in relation to the 2025 Notes.


		Six Months Ended					Nine Months Ended
In thousands	In thousands	July 3, 2021		June 27, 2020		In thousands	October 2, 2021		September 26, 2020
Cash flows provided by (used for):	Cash flows provided by (used for):					Cash flows provided by (used for):
Operating activities	Operating activities	$	189,808	$	71,420	Operating activities	$	233,807	$	203,716
Investing activities	Investing activities	(38,790)		(25,531)		Investing activities	(56,445)		(40,514)
Financing activities	Financing activities	(116,529)		171,437		Financing activities	(112,065)		174,906
Net increase in cash, cash equivalents and restricted cash	Net increase in cash, cash equivalents and restricted cash	$	34,489	$	217,326	Net increase in cash, cash equivalents and restricted cash	$	65,297	$	338,108

Cash flows provided by operating activities increased ~~$118.4~~$30.1 million from ~~$71.4~~$203.7 million during the ~~six~~nine months ended ~~June 27,~~September 26, 2020 to ~~$189.8~~$233.8 million for the ~~six~~nine months ended ~~July 3,~~October 2, 2021. The increase in net cash provided by operating activities consisted of an increase in net income of ~~$115.1~~$120.8 million, due primarily to growth in sales during the ~~six~~nine months ended ~~July 3,~~October 2, 2021, and an increase of non-cash expense items of ~~$12.0~~$4.5 million including an increase in deferred income taxes of ~~$28.3~~$30.3 million partially offset by a decrease in asset impairment charges of ~~$12.3~~$19.4 million.

inventories, accounts ~~receivable, inventories, deferred and unearned revenue,~~payable, and other liabilities. Decreases in accounts receivable contributed $16.8 million in year-over-year cash, primarily reflective of the $10.8 million receivable recorded as a result of the employee retention credits made available under the CARES Act for US employees during the six months ended June 27, 2020 and year-over-year decreases in credit card receivables during the six months ended July 3, 2021 compared to the same period of 2020. Increases in inventories used $17.0 million in year-over-year cash, primarily due to increased purchases.assets. Decreases in other liabilities during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 used ~~$16.3~~$51.5 million in year-over-year cash primarily due to decreases in compensation related accruals ~~primarily due to~~of $31.9 million including payment of CARES Act deferred employer payroll taxes, timing of litigation settlements, and decreases in lease concessions and ~~deferrals.~~

~~Offsetting these items were changes~~deferrals of $9.0 million. Increases in ~~deferred and unearned revenue, which contributed $10.8~~inventories used $27.3 million in year-over-year cash, primarily due to ~~a $18.7~~increased purchases including forward buys. Decreases in accounts payable during the nine months ended October 2, 2021 used $16.6 million ~~increase~~ in year-over-year cash, ~~driven~~primarily due to timing of payments. Increases in other assets used $7.9 million in year-over-year cash consisting of $9.7 million of prepaid tax-related items offset by ~~growth~~smaller decreases in ~~eye care membership~~other prepaid and ~~product protection plan sales, partially offset by~~non-current asset balances during the nine months ended October 2, 2021 when compared with the nine months ended September 26, 2020.

Net cash used for investing activities increased by ~~$13.3~~$15.9 million, to ~~$38.8~~$56.4 million, during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 from ~~$25.5~~$40.5 million during the ~~six~~nine months ended ~~June 27,~~September 26, 2020. The increase was primarily due to increased new store ~~openings.~~openings, offset partially by proceeds of $2.4 million in connection with the sale of the Company’s equity method investee. Refer to Note 1. “Description of Business and Basis of Presentation” for more information on the sale. Approximately 80% of our capital spend is related to our expected growth (i.e., new stores, optometric equipment, additional capacity in our optical laboratories and distribution centers, and our IT infrastructure, including omni-channel platform related investments).

Net cash provided by (used for) financing activities decreased ~~$288.0~~$287.0 million, from ~~$171.4~~$174.9 million provision of cash during the ~~six~~nine months ended ~~June 27,~~September 26, 2020 to ~~$116.5~~$112.1 million use of cash during the ~~six~~nine months ended ~~July 3,~~October 2, 2021. The decrease in cash provided by financing activities was primarily due to the prepayment of our ~~term-loan~~term loan long-term debt in the current fiscal year compared to borrowings of long-term debt partially offset by principal payments in the prior year. The Company made voluntary term loan prepayments of $117.4 million during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to proceeds of $548.8 million from the issuance of the 2025 Notes and borrowings on our revolving credit facility partially offset by principal payments on long-term debt of $369.3 million during the ~~six~~nine months ended ~~June 27,~~September 26, 2020.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in our credit agreement. Pursuant to our credit agreement, the Company will not permit (i) the Consolidated Total Debt to Consolidated EBITDA Ratio to be negative or greater than (x) 4.50 to 1.00 with respect to the last day of the Company’s second and third fiscal quarters of 2021 and (y) 4.25 to 1.00 from and after the last day of the Company’s fourth fiscal quarter of 2021, subject to certain step-ups after the consummation of a Material Acquisition, or (ii) the Consolidated Interest Coverage Ratio of the Company as of the last day of any fiscal quarter of the Company to be less than 3.00 to 1.00. We were in compliance with all covenants related to our long-term debt as of ~~July 3,~~October 2, 2021. Refer to ~~Note~~Notes 4. “Long-term Debt” and 14. “Subsequent Events” for more ~~information.~~information on our credit agreement and debt balance.

Effective November 8, 2021, the Company's board of directors authorized the Company to repurchase up to $50 million aggregate amount of shares of the Company’s common stock. Repurchases may be made from time to time in the Company’s discretion through one or more open market or privately negotiated transactions, and pursuant to pre-set trading plans meeting the requirements of all applicable securities laws and regulations. Shares may be repurchased under the program through December 30, 2023. The timing and amounts of any such repurchases will depend on a variety of factors, including the market price of the Company’s shares and general market and economic conditions.

We follow U.S. GAAP in making the determination as to whether or not to record an asset or liability related to our arrangements with third parties. Consistent with current accounting guidance, we do not record an asset or liability associated with long-term purchase, marketing and promotional commitments, or commitments to philanthropic endeavors. We have disclosed the amount of future commitments associated with these items in the 2020 Annual Report on form 10-K. We are not a party to any other material off-balance sheet arrangements.

Management has evaluated the accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the 2020 Annual Report on Form 10-K, in the “Critical Accounting Policies and Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in the 2020 Annual Report on Form 10-K, except for the adoption of ASU 2020-06. These changes are discussed in Note 1. “Description of Business and Basis of Presentation” to our unaudited condensed consolidated financial statements included in Part I. Item 1. of this Form 10-Q.

As of ~~July 3,~~October 2, 2021, $200.0 million of term loan borrowings were subject to variable interest rates, with a weighted average borrowing rate of 2.5%. An increase to market rates of 1.0% as of ~~July 3,~~October 2, 2021 would not result in a material increase to interest expense. Assuming a decrease to market rates of 1.0% as of ~~July 3,~~October 2, 2021, the resulting increase to interest expense related to the interest rate derivative would be approximately ~~$10~~$9 million. For more information about quantitative and qualitative disclosures about market risk, please see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in Part II. of the 2020 Annual Report on Form 10-K.

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In accordance with Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its management, including its CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of ~~July 3,~~October 2, 2021. Based on that evaluation, the CEO and the CFO have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic filings with the SEC is made known to them in a timely manner.

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act that occurred during the ~~second~~third quarter of fiscal year 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most corporate employees of the Company began working remotely due to the COVID-19 pandemic, though we will continue to assess the impact on the design and operating effectiveness of our internal controls.

As described above in “Management’s Discussion and Analysis,” on September 9, 2021, President Biden announced the Path Out of the Pandemic: COVID-19 Action Plan. As part of the COVID-19 Action Plan, President Biden directed OSHA to develop an ETS mandating either the full vaccination or weekly testing of employees for employers with 100 or more employees. On November 4, 2021, the OSHA ETS was released. Following the issuance of the ETS, litigation was filed challenging the ETS, and on November 6, 2021, the U.S. Court of Appeals for the Fifth Circuit issued an order temporarily staying the effect of the ETS until a decision is reached. In addition, on September 9, 2021, President Biden issued an executive order on ensuring adequate COVID-19 safety protocols for U.S. federal contractors as part of his COVID-19 Action Plan. On September 24, 2021, in furtherance of the executive order, the U.S. Safer Federal Workforce Task Force issued guidance requiring federal contractors and subcontractors to comply with certain COVID-19 safety protocols, including requiring certain employees to be fully vaccinated against COVID-19 by January 4, 2022, except in limited circumstances.

We are evaluating the applicability, scope and potential impacts of the COVID-19 Action Plan, the OSHA ETS and the related executive orders on our business and workforce. It is also possible that additional vaccine mandates may be announced in jurisdictions in which our businesses operate. It is currently not possible to predict with certainty the impact these new regulations and orders will have on our workforce. Our implementation of applicable requirements may result in workforce attrition or difficulty securing future labor needs, which could have a material adverse effect on our business, financial condition, ~~from those disclosed in Part I. Item 1A.~~and results of ~~our Annual Report.~~operations.


Exhibit No.						Exhibit Description
3.1						Third Amended and Restated Certificate of Incorporation of National Vision Holdings, Inc. -incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 10, 2021.
3.2						Third Amended and Restated Bylaws of National Vision Holdings, Inc. -incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 10, 2021.
10.1						~~Amendment No. 2, dated June 2, 2021, the Amended~~Separation Agreement and ~~Restated Credit Agreement,~~General Release, dated as of ~~July, 18, 2019, by and among Nautilus Acquisition Holdings, Inc.,~~September 30, 2021, between National Vision, Inc.~~, certain subsidiaries of National Vision, Inc., as guarantors, Bank of America, N.A., as administrative agent~~ and ~~collateral agent, and the lenders from time to time party thereto -incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2021.~~Joan Blackwood (filed herewith).
31.1						Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2						Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page of the Company’s Quarterly report on Form 10-Q for the quarter ended ~~July 3,~~October 2, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments)


Delaware						46-4841717
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2435 Commerce Ave
Building 2200						30096
Duluth, Georgia						(Zip Code)
(Address of principal executive offices)


Class						Outstanding at ~~July 30,~~October 29, 2021
Common stock, $0.01 par value						~~81,875,123~~82,700,895


			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
Part I – Financial Information			5
	Item 1.	Financial Statements (Unaudited)	5
		Condensed Consolidated Balance Sheets	5
		Condensed Consolidated Statements of Operations and Comprehensive Income	6
		Condensed Consolidated Statements of Stockholders’ Equity	7
		Condensed Consolidated Statements of Cash Flows	9
		Notes to Condensed Consolidated Financial Statements	10
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4243
	Item 4.	Controls and Procedures	4344
Part II – Other Information			4445
	Item 1.	Legal Proceedings	4445
	Item 1A.	Risk Factors	4445
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4445
	Item 3.	Defaults Upon Senior Securities	4445
	Item 4.	Mine Safety Disclosures	4445
	Item 5.	Other Information	4445
	Item 6.	Exhibits	4546
		Signatures	4647


	National Vision Holdings, Inc.

Dated: ~~August 12,~~November 10, 2021	By:	/s/ L. Reade Fahs
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: ~~August 12,~~November 10, 2021	By:	/s/ Patrick R. Moore
		Senior Vice President, Chief Financial Officer
		(Principal Financial Officer)


	Three and Six Months Ended July 3, 2021
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity
	Shares	Amount
Balances at January 2, 2021	81,239	$	821	$	795,697	$	(4,400)	$	142,880	$	(28,496)	$	906,502
Cumulative effect of change in accounting principle	—	—		(71,385)		—		7,271		—		(64,114)
Balances at January 3, 2021 - as adjusted	81,239	821		724,312		(4,400)		150,151		(28,496)		842,388
Issuance of common stock	174	2		1,056		—		—		—		1,058
Stock based compensation	—	—		2,971		—		—		—		2,971
Purchase of treasury stock	(28)	—		—		—		—		(1,421)		(1,421)
Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		(896)		—		—		(896)
Net income	—	—		—		—		43,432		—		43,432
Balances at April 3, 2021	81,385	$	823	$	728,339	$	(5,296)	$	193,583	$	(29,917)	$	887,532
Issuance of common stock	471	5		3,863		—		—		—		3,868
Stock based compensation	—	—		7,178		—		—		—		7,178
Purchase of treasury stock	(1)	—				—		—		(45)		(45)
Unrealized gain (loss) on hedge instruments, net of tax	—	—		—		2,203		—		—		2,203
Net income	—	—		—		—		37,601		—		37,601
Balances at July 3, 2021	81,855	$	828	$	739,380	$	(3,093)	$	231,184	$	(29,962)	$	938,337