NATIONAL VISION HOLDINGS, INC. - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations - Insurance News | InsuranceNewsNet

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March 1, 2023 Newswires
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NATIONAL VISION HOLDINGS, INC. – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses
The following discussion contains management's discussion and analysis of our
financial condition and results of operations and should be read together with
the consolidated financial statements and the related notes thereto included
elsewhere in this Form 10-K (this "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 included in Part I. Item 1A. in this
Form 10-K, 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-K.

We conduct substantially all of our activities through our indirect wholly-owned
subsidiary, NVI, and its subsidiaries. We operate on a retail fiscal calendar
that results in a given fiscal year consisting of a 52- or 53-week period ending
on the Saturday closest to December 31. In a 52-week fiscal year, each quarter
contains 13 weeks of operations; in a 53-week fiscal year, each of the first,
second and third quarters includes 13 weeks of operations and the fourth quarter
includes 14 weeks of operations. References herein to "fiscal year 2022" relate
to the 52 weeks ended December 31, 2022, references herein to "fiscal year 2021"
relate to the 52 weeks ended January 1, 2022 and references herein to "fiscal
year 2020" relate to the 53 weeks ended January 2, 2021.

The disclosures contained in this Form 10-K are made only as of the date hereof,
and we undertake no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as
required by law. For further information, please see "Risk Factors" and
"Forward-Looking Statements."

Overview


We are one of the largest 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. We achieve this by
providing eye exams, eyeglasses and contact lenses to value seeking and lower
income consumers with an opening price point that strives to be among the lowest
in the industry. We reach our customers through a diverse portfolio of 1,354
retail stores across five brands and 16 consumer websites as of fiscal year end
2022.


Brand and Segment Information
Our operations consist of two reportable segments:

•Owned & Host - As of fiscal year end 2022, our owned brands consisted of 905
America's Best Contacts and Eyeglasses ("America's Best") retail stores and 136
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 fiscal year end 2022. We have strong,
long-standing relationships with our Host partners and have maintained each
partnership for over 20 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.

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•Legacy - We manage the operations of, and supply inventory and laboratory
processing services to, 230 Vision Centers in Walmart retail locations as of
fiscal year end 2022. This strategic relationship with Walmart is in its 33rd
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. Our current management & services agreement with
Walmart expires on February 23, 2024, and will automatically renew for a
three-year period unless, no later than July 2023, either party gives written
notice of non-renewal; refer to Note 14. "Segment Reporting" included in Part
II. Item 8. of this Form 10-K for further information. 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 fiscal
year 2022, sales associated with this arrangement represented 7.6% of
consolidated net revenue. This exposes us to concentration of customer risk.

Our consolidated results also include the following activity recorded in our
Corporate/Other category:


•Our e-commerce platform of 12 dedicated websites managed by AC Lens. Our
e-commerce business consists of five proprietary branded websites, including
aclens.com, discountglasses.com and discountcontactlenses.com, and seven
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.
•Wholesale contact lenses distribution to Walmart and Sam's Club by AC Lens. We
incur costs at a higher percentage of sales than other product categories. AC
Lens sales associated with Walmart and Sam's Club contact lenses distribution
arrangements represented 7.0% of consolidated net revenue during fiscal year
2022.
•Managed care business conducted by FirstSight, our wholly-owned subsidiary that
is licensed as a single-service health plan under California law, which arranges
for the provision of optometric services at the offices next to certain Walmart
stores throughout California, and also issues individual vision plans in
connection with our America's Best operations in California.
•Unallocated corporate overhead expenses, which are a component of selling,
general and administrative expenses and are comprised of various home office
expenses such as payroll, occupancy costs and consulting and professional fees.
Corporate overhead expenses also include field services for our five retail
brands.

Reportable segment information is presented on the same basis as our
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
chief operating decision maker ("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
accounting principles generally accepted in the United States of America ("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 14. "Segment Reporting" in our consolidated financial
statements included in Part II. Item 8. of this Form 10-K.

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.

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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.


Trends and Other Factors Affecting Our Business


We have remained focused on our long-term growth initiatives despite the ongoing
macroeconomic uncertainty. We opened 80 new stores in 2022, and as of December
31, 2022 enabled remote medicine in approximately 300 stores.

Our core growth initiatives include, but are not limited to, continuing with the
expansion of our remote medicine capabilities; maintaining and improving our
optometric retention levels; increasing our marketing efficiency and omnichannel
capabilities; increasing our participation in vision insurance programs; the
further digitization of our stores and corporate office; continuing to position
ourselves to capture whitespace opportunity for our stores; and incorporating
our corporate sustainability strategy into our operations.

We operate in the highly competitive and fragmented U.S. optical retail
industry. We face competition from mass merchants, specialty retail chains,
online retailers and independent eye practitioners and opticians, along with
large national retailers. Increased consolidation activity in the industry may
enable our competitors to benefit from purchasing advantages and the ability to
leverage management capabilities across a larger business base. Along with our
competitors, we are affected by a number of various trends and factors,
including, but not limited to, economic conditions, inflation, consumer
preferences and demand, and the COVID-19 pandemic.

The overall economic environment continues to be challenging and macroeconomic
factors that may affect customer spending patterns, and thereby our results of
operations, include employment rates, business conditions, changes in the
housing market, the availability of credit, interest rates, tax rates and fuel
and energy costs. Rising inflation can result in increased materials costs and
greater profitability pressure for us. Changes in raw materials prices did not
materially impact our costs applicable to revenue in fiscal year 2022. We
anticipate that pressures from increases to our raw materials prices could have
an impact on our costs applicable to revenue in fiscal year 2023.

Such an inflationary environment and labor market challenges can also result in
wage pressures in certain markets. Wage investments as a result of inflation and
an increasingly competitive recruiting market for vision care professionals due
to the pandemic and related effects have had, and may continue to have, an
impact on our profitability. Targeted wage investments, including increases in
compensation for optometrists and associates, impacted costs applicable to
revenue and selling, general and administrative expenses in fiscal year 2022. We
anticipate that wage pressures in certain markets will continue in 2023. For
example, retention bonuses granted to associates in the fourth quarter of fiscal
year 2022 resulted in a $5.0 million impact. Wage investment pressure, increases
to costs applicable to revenue from increases in raw materials prices and
potential freight price increases in fiscal year 2023 may not be able to be
fully offset by leverage from revenue growth, productivity efficiency and, as
appropriate, various pricing actions.

As part of our growth strategy we have invested in remote medicine capabilities,
and as of December 31, 2022 this new technology has been enabled in
approximately 300 of our America's Best locations. We believe remote medicine
not only helps provide more access to eye care for patients, it also helps
address constraints in exam capacity. Additionally, as part of the remote
medicine rollout, we also invested in the transition to an EHR platform as
locations became remote enabled. We anticipate continuing the investment in
these capabilities primarily in America's Best stores in the near term. Training
our personnel to efficiently use these new technologies may increase our costs
and negatively impact our profitability even if exam capacity increases.

We estimate that optical consumers typically replace their eyeglasses every two
to three years, and contact lens customers order new lenses every six to 12
months, reflecting the predictability of these recurring purchase behaviors;
however, the effects of the current economic environment and the impact of the
COVID-19 pandemic on consumer preferences resulted in reduced customer demand in
2022. The predictability of recurring purchase behavior for the future remains
uncertain. Additionally, resurgences of COVID-19 cases and the emergence of new
variants have led to reduced consumer confidence and changes in shopping
patterns, which have adversely impacted store traffic. A significant recession
could also negatively impact our results if consumers faced widespread layoffs
that resulted in the loss of employer-subsidized managed vision care insurance.

We also continue to monitor any potential COVID-19 related impacts on our
domestic labs and our outsourced third party optical laboratories in China and
Mexico, and potential disruptions of product deliveries. To date, we have been
able to meet customer demand with operations at our laboratories. We source
merchandise from suppliers located in China and a significant amount of
domestically-purchased merchandise is manufactured in China. We have partnered
with our suppliers and third party laboratories to mitigate any potential
significant delays in delivery

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of merchandise. We have made, and may continue to make, inventory forward buys
to help manage potential supply chain disruptions.

In addition to central factors impacting our business outlined above, we have
identified the following key drivers, challenges and risks on which we are
focused and which are detailed below.

Vision Care Professional Recruitment, Coverage and Expanded Offerings


Our ability to continue to attract and retain qualified vision care
professionals affect exam capacity. Our operations, like those of many of our
competitors, depend on our ability to offer both eyewear and eye exams. We
believe the impacts of the COVID-19 pandemic on vision care professional
availability, including a competitive recruiting market and preferences for
adjusted work schedules, and the demand for optometrists exceeding supply in
certain areas during fiscal year 2022 have caused constraints in exam capacity
which are continuing. Due to these factors the costs to employ or retain
optometrists have increased and may increase further, potentially materially.
Targeted wage investments, including increases in compensation for our
optometrists and associates, and flexibility initiatives have impacted our costs
applicable to revenue and selling, general and administrative expenses. We are
continuing to strategically invest in recruitment and retention initiatives,
including flexible adjusted work schedules, along with continuing our
implementation of remote medicine technologies, which has expanded our offerings
while also increasing costs.

New Store Openings

We expect that new stores will be a key driver of growth in our net revenue and
operating profit in the future. Our results of operations have been and will
continue to be materially affected by the timing and number of new store
openings. As stores mature, profitability typically increases significantly. The
performance of new stores is dependent upon factors such as the time of year of
a particular opening, the amount of store pre-opening costs, labor and occupancy
costs in the specified market, level of participation in managed care plans, and
location, including whether they are in new or existing markets. The impact of
the COVID-19 pandemic on our ability to open new stores, the multi-year
maturation process of our stores and customer purchasing behaviors and patterns
remain uncertain and effects and relevant risk exposures may be exacerbated by
the ongoing COVID-19 pandemic.

Comparable Store Sales Growth

Comparable store sales growth is a key driver of our business. Many factors
affect comparable store sales, including:


•consumer confidence, preferences and buying trends and overall economic trends
including inflation and the amount and timing of tax refunds;
•the availability of optometrists and other vision care professionals;
•advertising strategies;
•participation in managed care programs;
•the recurring nature of eye care purchases;
•our ability to identify and respond effectively to customer preferences and
trends;
•our ability to provide an assortment of high quality/low-cost product offerings
that generate new and repeat visits to our stores;
•foot traffic in retail shopping centers where our stores are predominantly
located;
•the customer experience we provide in our stores;
•our ability to source and receive products accurately and timely;
•changes in product pricing, including promotional activities;
•the number of items purchased per store visit;
•the number of stores that have been in operation for more than 12 months;
•impact of competition and consolidation in the U.S. optical retail industry;
•impact and timing of weather related store closures; and
•public health emergencies, like COVID-19, which may exacerbate the effects and
relevant risk exposures listed above.

A new store is included in the comparable store sales calculation during the
13th full fiscal month following the store's opening. Closed stores are removed
from the calculation for time periods that are not comparable. In the past, we
have closed stores as a result of poor store performance, lease expiration or
non-renewal and/or the terms of our arrangements with our Host and Legacy
partners.

Managed Care and Insurance


Managed care has become increasingly important to the optical retail industry.
An increasing percentage of our customers receive vision care insurance coverage
through managed care payors. Our participation in these programs represent an
increasingly significant portion of our overall revenues and represented
approximately one third of our

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overall revenues in fiscal year 2022. While we have relationships with almost
all vision care insurers in the United States and with all of the major
carriers, currently, a relatively small number of payors comprise the majority
of our managed care revenues, subjecting us to concentration risk. As our
participation in managed care programs continues to expand, we have incurred and
expect to incur additional costs related to this area of our business. Our
comparable store sales growth as noted above as well as overall future
operational success could depend on our ability to negotiate, maintain and
extend contracts with managed vision care companies, vision insurance providers
and other third-party payors, several of whom have significant market share.
Coverage and payment levels are determined at each third-party payor's
discretion, and we have limited control over a third-party payor's
decision-making with respect to coverage and payment levels. Coverage
restrictions and reductions in reimbursement levels or payment methodologies may
negatively impact our sales and profits. In addition, as our participation in
managed care programs continues to approach overall industry penetration levels,
we expect our associated managed care revenue growth rate to slow over time.

Infrastructure Investment


Our historical results of operations reflect the impact of our ongoing
investments in infrastructure to support our growth, including additional
investments in remote medicine and EHR platforms. We have made significant
investments in information technology systems, including our point-of-sale
system and enterprise resource planning (ERP), supply chain systems, marketing,
and personnel, as well as experienced industry executives, and management and
merchandising teams to support our long-term growth objectives. We intend to
continue to make targeted investments in our infrastructure to support our
growth and continue the digitization of our stores and corporate office.

Pricing Strategy


We are committed to providing our products to our customers at low prices. We
generally employ a simple low price/high value strategy that consistently
delivers savings to our customers without the need for extensive promotions.
Inflationary pressures, including wage investments, consumer confidence and
preferences and increased raw material costs, could impact our profitability and
lead us to attempt to offset such increases through various pricing actions.
Effective May 9, 2022 we changed the price of our America's Best signature offer
to "two pairs of eyeglasses for $79.95, including a free eye exam" from its
prior $69.95 price. Effective March 14, 2022, we changed the price of our
Eyeglass World opening offer to "two pairs of eyeglasses for $89" from its prior
price of $78. We believe that these changes will enable us to continue to offer
the best possible value and service to our customers at prices that allow us to
maintain our brands' strong value propositions in the marketplace.

Interim Results and Seasonality


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. The seasonally larger first half of the
fiscal year is attributable primarily to the timing of our customers' income tax
refunds and annual health insurance program start/reset periods. Because our
target market consists of value seeking and lower income consumers, a delay in
the issuance of tax refunds or changes in the amount of tax refunds can have a
negative impact on our financial results. Consumers could also alter how they
utilize tax refund proceeds. With respect to our fourth quarter results,
compared to other retailers, our products and services are less likely to be
included in consumer's holiday spending budgets, therefore reducing spending on
personal vision correction during the weeks preceding December 25th of each
year. Additionally, although the period between December 25th and the end of our
fiscal year is typically a high-volume period, the net revenue associated with
substantially all orders of prescription eyeglasses and contact lenses during
that period is deferred until the following fiscal period due to our policy of
recognizing revenue only after the product has been accepted by the customer.
Consumer behavior driven by the COVID-19 pandemic has resulted in a departure
from seasonal norms we have experienced in recent years and may continue to
disrupt the historical quarterly cadence of our results of operations for an
unknown period of time.

For fiscal years 2022 and 2021, approximately 23% of our revenue was recorded in
the fourth quarter, but approximately 26% and 25% of annual SG&A costs were
recorded in the respective fourth quarters of these fiscal years.

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How We Assess the Performance of Our Business

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,
which are described further in Note 1. "Business and Significant Accounting
Policies," to our consolidated financial statements included in Part II. Item 8.
of this Form 10-K. 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.

Net Revenue


We report as net revenue amounts generated in transactions with retail customers
who are the end users of our products, services, and plans. Comparable store
sales growth and new store openings are key drivers of net revenue and are
discussed below. Also, the timing of unearned revenue can affect revenue
recognized in a particular period.

Costs Applicable to Revenue


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


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.

New Store Openings


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 fiscal year 2020. We opened 80 stores during fiscal year
2022. We will continue to monitor and determine our plans for future new store
openings based on health, safety and economic conditions.

Adjusted Comparable Store Sales Growth


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

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Adjusted Operating Income, Adjusted Operating Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, and Adjusted Diluted EPS (collectively, the "Company Non-GAAP
Measures")

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.


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Results of Operations

The following table summarizes key components of our results of operations for
the periods indicated, both in dollars and as a percentage of our net revenue.


In thousands, except earnings per share,
percentage and store data                        Fiscal Year 2022         Fiscal Year 2021           Fiscal Year 2020

Revenue:

Net product sales                                $   1,648,315          $       1,718,344          $       1,418,283
Net sales of services and plans                        357,089                    361,181                    293,477
Total net revenue                                    2,005,404                  2,079,525                  1,711,760
Costs applicable to revenue (exclusive of
depreciation and amortization):
Products                                               636,324                    633,116                    551,783
Services and plans                                     289,263                    271,663                    234,841
Total costs applicable to revenue                      925,587                    904,779                    786,624
Operating expenses:
Selling, general and administrative expenses           915,355                    900,798                    724,985
Depreciation and amortization                           99,956                     97,089                     91,585
Asset impairment                                         5,783                      4,427                     22,004
Other income, net                                       (2,552)                    (2,505)                      (445)
Total operating expenses                             1,018,542                    999,809                    838,129
Income from operations                                  61,275                    174,937                     87,007
Interest expense, net                                      462                     25,612                     48,327
Earnings before income taxes                            60,813                    149,325                     38,680
Income tax provision                                    18,691                     21,081                      2,403
Net income                                       $      42,122          $         128,244          $          36,277

Supplemental operating data:
Number of stores open at end of period                   1,354                      1,278                      1,205
New stores opened during the period                         80                         75                         62
Adjusted Operating Income (1)                    $      87,795          $         204,749          $         134,148
Diluted EPS                                      $        0.52          $            1.43          $            0.44
Adjusted Diluted EPS (1)                         $        0.65          $            1.48          $            0.91
Adjusted EBITDA (1)                              $     180,263          $         294,350          $         218,307
Note: Fiscal years 2022 and 2021 include 52 weeks. Fiscal year 2020 includes 53 weeks.
(1) Refer to Non-GAAP Financial Measures section below for our presentation of Adjusted Operating Income, Adjusted
Diluted EPS and Adjusted EBITDA.



                                                  Fiscal Year 2022         Fiscal Year 2021         Fiscal Year 2020

Percentage of net revenue:
Total costs applicable to revenue                           46.2  %                  43.5  %                  46.0  %
Selling, general and administrative expenses                45.6  %                  43.3  %                  42.4  %
Total operating expenses                                    50.8  %                  48.1  %                  49.0  %
Income from operations                                       3.1  %                   8.4  %                   5.1  %
Net income                                                   2.1  %                   6.2  %                   2.1  %
Adjusted Operating Income                                    4.4  %                   9.8  %                   7.8  %
Adjusted EBITDA                                              9.0  %                  14.2  %                  12.8  %



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Fiscal Year 2022 compared to Fiscal Year 2021

Net revenue

The following presents, by segment and by brand, comparable store sales growth,
stores open at the end of the period and net revenue for fiscal year 2022
compared to fiscal year 2021.


                                     Comparable store sales growth(1)                Stores open at end of period                                           Net revenue(2)
In thousands, except                  Fiscal Year         Fiscal Year                                          Fiscal Year
percentage and store data                2022                 2021            Fiscal Year 2022                    2021                  Fiscal Year 2022                      Fiscal Year 2021
Owned & Host segment
America's Best                              (7.7) %            23.5  %                905                          840           $      1,366,019        68.1  %       $      1,423,386        68.4  %
Eyeglass World                              (6.7) %            25.2  %                136                          125                    217,727        10.9  %                225,096        10.8  %
Military                                    (4.3) %            15.8  %                 54                           54                     22,114         1.1  %                 23,103         1.1  %
Fred Meyer                                  (5.1) %            13.4  %                 29                           29                     11,508         0.6  %                 12,130         0.6  %
Owned & Host segment total                                                          1,124                        1,048           $      1,617,368        80.6  %       $      1,683,715        80.9  %
Legacy segment                              (8.4) %            19.3  %                230                          230                    151,877         7.6  %                165,477         8.0  %
Corporate/Other                                -                  -                     -                            -                    242,822        12.1  %                236,299        11.4  %
Reconciliations                                -                  -                     -                            -                     (6,663)       (0.3) %                 (5,966)       (0.3) %
Total                                       (7.5) %            22.4  %              1,354                        1,278           $      2,005,404       100.0  %       $      2,079,525       100.0  %
Adjusted Comparable Store
Sales Growth(3)                             (7.6) %            23.0  %


_________
(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 14. "Segment Reporting" in our
consolidated financial statements included in Part II. Item 8. of this Form
10-K, with the exception of the Legacy segment, which is adjusted as noted in
clause (ii) of footnote (3) below.
(2)Percentages reflect line item as a percentage of net revenue, adjusted for
rounding.
(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 0.7% from total comparable store sales growth based on
consolidated net revenue for fiscal year 2021 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 a decrease of 0.1%
from total comparable store sales growth based on consolidated net revenue for
the fiscal years 2022 and 2021, respectively.

Total net revenue of $2,005.4 million for fiscal year 2022 decreased $74.1
million
, or 3.6%, from $2,079.5 million for fiscal year 2021. The decrease was
driven primarily by reduced Adjusted Comparable Store Sales Growth and to a
lesser extent the negative impact of unearned revenue, partially offset by
growth from new store sales and recognition of deferred revenue.


During fiscal year 2022, we opened 69 new America's Best stores and 11 new
Eyeglass World stores and closed four America's Best stores. The total net new
locations in fiscal year 2022 for America's Best and Eyeglass World are 65 and
11, respectively. Overall, store count grew 5.9% from the end of fiscal year
2021 to the end of fiscal year 2022.

Comparable store sales growth and Adjusted Comparable Store Sales Growth for
fiscal year 2022 were (7.5)% and (7.6)%, respectively, primarily due to a
decrease in customer transactions, and to a lesser extent, lower average ticket.
The decreases in comparable store sales growth and Adjusted Comparable Store
Sales growth during fiscal year 2022 reflect overall economic trends impacting
customer demand, constraints affecting exam capacity in certain markets and the
Omicron COVID-19 variant impacting customer transactions.

Net product sales comprised 82.2% and 82.6% of total net revenue for fiscal
years 2022 and 2021, respectively. Net product sales decreased $70.0 million, or
4.1% during fiscal year 2022 compared to fiscal year 2021, primarily due to a
$80.7 million, or 6.7%, decrease in eyeglass sales, which was partially offset
by a $6.4 million, or 1.7%, increase in contact lens sales and a $4.3 million,
or 3.2%, increase in wholesale fulfillment.

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Net sales of services and plans decreased $4.1 million, or 1.1%, driven
primarily by a $7.1 million, or 16.9%, decrease in management fees from our
Legacy partner, which was partially offset by a $5.6 million, or 2.9%, increase
in exam revenues.

Owned & Host segment net revenue. Net revenue declined $66.3 million, or 3.9%,
driven primarily by negative comparable store sales growth partially offset by
new store openings.

Legacy segment net revenue. Net revenue declined $13.6 million, or 8.2%, driven
by negative comparable store sales growth.

Corporate/Other segment net revenue. Net revenue increased $6.5 million, or
2.8%, driven primarily by increases in wholesale fulfillment.


Net revenue reconciliations. The impact of reconciliations negatively impacted
net revenue by $0.7 million during fiscal year 2022 compared to fiscal year
2021. Net revenue was negatively impacted by $14.2 million due to the timing of
unearned revenue. The balance of unearned revenue reflected increased sales in
the last week of fiscal year 2022 compared to the same period in 2021. Net
revenue was positively impacted by $13.5 million due to higher sales of product
protection plan and club memberships in fiscal year 2021 compared to fiscal year
2022, thus causing recognition of previous deferrals to exceed cash collected
for sales in fiscal year 2022.

Costs applicable to revenue


Costs applicable to revenue of $925.6 million for fiscal year 2022 increased
$20.8 million, or 2.3%, from $904.8 million for fiscal year 2021. As a
percentage of net revenue, costs applicable to revenue increased from 43.5% for
fiscal year 2021 to 46.2% for fiscal year 2022. This increase as a percentage of
net revenue was primarily driven by higher growth in optometrist-related costs,
reduced eyeglass mix and lower eyeglass margin.

Costs of products as a percentage of net product sales increased from 36.8% for
fiscal year 2021 to 38.6% for fiscal year 2022 primarily driven by reduced
eyeglass mix and lower eyeglass margin.


Owned & Host segment costs of products. Costs of products as a percentage of net
product sales increased from 27.4% for fiscal year 2021 to 28.9% for fiscal year
2022 primarily driven by reduced eyeglass mix and lower eyeglass margin.

Legacy segment costs of products. Costs of products as a percentage of net
product sales decreased from 47.7% for fiscal year 2021 to 46.8% for fiscal year
2022. The decrease was primarily driven by 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.

Costs of services and plans as a percentage of net sales of services and plans
increased from 75.2% for fiscal year 2021 to 81.0% for fiscal year 2022. The
increase was primarily driven by higher growth in optometrist-related costs,
which were partially offset by higher eye exam revenue.

Owned & Host segment costs of services and plans. Costs of services and plans as
a percentage of net sales of services and plans increased from 80.1% for fiscal
year 2021 to 88.6% for fiscal year 2022. The increase was primarily driven by
higher growth in optometrist-related costs, which were partially offset by
higher eye exam revenue.

Legacy segment costs of services and plans. Costs of services and plans as a
percentage of net sales of services and plans increased from 40.7% for fiscal
year 2021 to 44.9% for fiscal year 2022. The increase was primarily driven by
higher growth in optometrist-related costs.

Selling, general and administrative


SG&A of $915.4 million for fiscal year 2022 increased $14.6 million, or 1.6%,
from fiscal year 2021. As a percentage of net revenue, SG&A increased from 43.3%
for fiscal year 2021 to 45.6% for fiscal year 2022. The increase in SG&A as a
percentage of net revenue was primarily driven by increases in store payroll,
other corporate overhead, including legal, professional, travel and
entertainment, and occupancy expense, partially offset by lower
performance-based incentive compensation and lower advertising expense. The
Company paid $5.0 million of discretionary bonuses during fiscal year 2022.

SG&A for fiscal year 2022 and fiscal year 2021 includes $0.6 million and $1.5
million, respectively, of incremental costs directly related to adapting the
Company's operations during the COVID-19 pandemic.

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Owned & Host segment SG&A. SG&A as a percentage of net revenue increased from
36.7% for fiscal year 2021 to 38.9% for fiscal year 2022 driven primarily by
higher payroll and occupancy expense, partially offset by lower advertising
expense.

Legacy segment SG&A. SG&A as a percentage of net revenue increased from 35.0%
for fiscal year 2021 to 38.3% for fiscal year 2022 driven primarily by higher
payroll expense.

Depreciation and amortization

Depreciation and amortization expense of $100.0 million for fiscal year 2022
increased $2.9 million, or 3.0%, from $97.1 million for fiscal year 2021
primarily driven by new store openings and investments in remote medicine.

Asset impairment


We recognized $5.8 million for impairment primarily of tangible long-lived
assets and ROU assets associated with our retail stores in fiscal
year 2022 compared to $4.4 million recognized in fiscal year 2021. 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. The asset impairment expense for fiscal year 2021 also
includes $0.8 million, related to a write-off of certain software assets that
were deemed to be obsolete. Asset impairment expenses were recognized in
Corporate/Other.

Other expense (income), net

We recognized a gain of $2.7 million and $2.4 million in Other expense (income),
net in fiscal years 2022 and 2021, respectively, in connection with the
acquisition of our equity method investee by a third party. See Note 1.
"Business and Significant Accounting Policies" for further details.

Interest expense, net


Interest expense, net, of $0.5 million for fiscal year 2022 decreased $25.2
million, or 98.2%, from $25.6 million for fiscal year 2021. The decrease was
primarily a result of lower derivative costs of $19.0 million on our interest
rate derivatives, reduced term loan outstanding balance and income on cash
balances.

Income tax provision


Our effective tax rate for fiscal year 2022 was 30.7%, reflecting our statutory
federal and state rate of 25.4% and effects of other permanent items. Our
effective tax rate for fiscal year 2021 was 14.1%, reflecting a benefit of $16.5
million primarily from the exercise of stock options and stranded tax effect
associated with our matured interest rate swaps during the first quarter of
2021.


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Fiscal Year 2021 compared to Fiscal Year 2020

As a result of the COVID-19 pandemic, our retail stores closed to the public
beginning on March 19, 2020. We began reopening our stores to the public on
April 27, 2020 and on June 8, 2020, we announced the successful completion of
the reopening process. Comparisons of fiscal year 2021 results to fiscal year
2020 results reflect the material and unprecedented impact of these temporary
store closures. Fiscal year 2021 consists of 52 weeks compared to 53 weeks in
fiscal year 2020.

Net revenue

The following presents, by segment and by brand, comparable store sales growth,
stores open at the end of the period and net revenue for fiscal year 2021
compared to fiscal year 2020.


                                     Comparable store sales growth(1)                 Stores open at end of period                                           Net revenue(2)
In thousands, except                  Fiscal Year          Fiscal Year                                          Fiscal Year
percentage and store data                2021                 2020             Fiscal Year 2021                    2020                  Fiscal Year 2021                      Fiscal Year 2020
Owned & Host segment
America's Best                              23.5  %             (5.2) %                840                          773           $      1,423,386        68.4  %       $      1,131,016        66.1  %
Eyeglass World                              25.2  %             (2.7) %                125                          119                    225,096        10.8  %                179,934        10.5  %
Military                                    15.8  %            (15.5) %                 54                           54                     23,103         1.1  %                 20,428         1.2  %
Fred Meyer                                  13.4  %            (21.6) %                 29                           29                     12,130         0.6  %                 11,021         0.6  %
Owned & Host segment total                                                           1,048                          975           $      1,683,715        80.9  %       $      1,342,399        78.4  %
Legacy segment                              19.3  %            (12.3) %                230                          230                    165,477         8.0  %                142,017         8.3  %
Corporate/Other                                -                   -                     -                            -                    236,299        11.4  %                234,403        13.7  %
Reconciliations                                -                   -                     -                            -                     (5,966)       (0.3) %                 (7,059)       (0.4) %
Total                                       22.4  %             (5.6) %              1,278                        1,205           $      2,079,525       100.0  %       $      1,711,760       100.0  %
Adjusted Comparable Store
Sales Growth(3)                             23.0  %             (6.1) %


_________
Note: Fiscal year 2021 includes 52 weeks. Fiscal year 2020 includes 53 weeks.
(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 14. "Segment Reporting" in our
consolidated financial statements included in Part II. Item 8. of this Form
10-K, with the exception of the Legacy segment, which is adjusted as noted in
clause (ii) of footnote (3) below.
(2)Percentages reflect line item as a percentage of net revenue, adjusted for
rounding.
(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 0.7% and a decrease of 0.4% from total comparable store sales
growth based on consolidated net revenue for fiscal year 2021 and fiscal year
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 a decrease of 0.1% from total
comparable store sales growth based on consolidated net revenue for the fiscal
years 2021 and 2020, respectively.

Total net revenue of $2,079.5 million for fiscal year 2021 increased $367.7
million, or 21.5%, from $1,711.8 million for fiscal year 2020. Of the increase
approximately 90% was driven by comparable store sales growth driven by customer
demand, primarily the effect of our stores being temporarily closed to the
public for a portion of fiscal year 2020 and government stimulus, approximately
20% was driven by new store growth and maturation and was partially offset by
$32.2 million (or approximately 10%) of net revenue attributable to the 53rd
week in fiscal year 2020.

During fiscal year 2021, we opened 69 new America's Best stores and six new
Eyeglass World stores and closed two America's Best stores. The total net new
locations in fiscal year 2021 for America's Best and Eyeglass World are 67 and
six, respectively. Overall, store count grew 6.1% from the end of fiscal year
2020 to the end of fiscal year 2021.

Comparable store sales growth and Adjusted Comparable Store Sales Growth for
fiscal year 2021 were 22.4% and 23.0%, respectively. The increases in comparable
store sales growth and Adjusted Comparable Store Sales Growth were primarily
driven by an increase in customer transactions and, to a lesser extent, higher
average ticket as a result

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of customer demand, primarily the effect of our stores being temporarily closed
for a portion of fiscal year 2020 and government stimulus.

Net product sales comprised 82.6% and 82.9% of total net revenue for fiscal
years 2021 and 2020, respectively. Net product sales increased $300.1 million,
or 21.2% during fiscal year 2021 compared to fiscal year 2020, primarily due to
a $255.3 million, or 27.0% increase in eyeglass sales and to a lesser extent, a
$35.0 million, or 10.3% increase in contact lens sales.

Net sales of services and plans increased $67.7 million, or 23.1%, primarily
driven by a $38.4 million, or 25.4% increase in eye exam revenue and a $15.9
million, or 26.4% increase in product protection plan revenue, primarily the
effect of our stores being temporarily closed for a portion of fiscal year 2020.

Owned & Host segment net revenue. Net revenue increased $341.3 million, or
25.4%, driven primarily by comparable store sales growth and new store openings.

Legacy segment net revenue. Net revenue grew $23.5 million, or 16.5%, driven by
comparable store sales growth.

Corporate/Other segment net revenue. Net revenue increased $1.9 million, or
0.8%, due to increases in wholesale fulfillment.


Net revenue reconciliations. The impact of reconciliations positively impacted
net revenue by $1.1 million during fiscal year 2021 compared to fiscal year
2020. Net revenue was positively impacted by $7.6 million due to the timing of
unearned revenue. The balance of unearned revenue as of fiscal year 2020
reflected pent-up demand following the temporary closure of our stores to the
public. Net revenue was negatively impacted by $6.5 million due to higher
product protection plan and club membership deferred revenue balances in current
period compared to the prior year period. Product protection plan and club
membership deferred revenue balances were lower in the prior year, primarily due
to the effect of our stores being temporarily closed for a portion of fiscal
year 2020.

Costs applicable to revenue

Costs applicable to revenue of $904.8 million for fiscal year 2021 increased
$118.2 million, or 15.0%, from $786.6 million for fiscal year 2020. As a
percentage of net revenue, costs applicable to revenue decreased from 46.0% for
fiscal year 2020 to 43.5% for fiscal year 2021. This decrease as a percentage of
net revenue was primarily driven by increased eyeglass mix and lower growth in
optometrist-related costs, primarily due to the effect of our stores being
temporarily closed for a portion of fiscal year 2020 not experienced in fiscal
year 2021.

Costs of products as a percentage of net product sales decreased from 38.9% for
fiscal year 2020 to 36.8% for fiscal year 2021 primarily driven by increased
eyeglass mix and higher eyeglass and contact lens margin, primarily the effect
of our stores being temporarily closed for a portion of fiscal year 2020 not
experienced in fiscal year 2021.

Owned & Host segment costs of products. Costs of products as a percentage of net
product sales decreased from 28.0% for fiscal year 2020 to 27.4% for fiscal year
2021 driven by increased eyeglass mix and higher eyeglass margin, primarily the
effect of the temporary store closures in fiscal year 2020.

Legacy segment costs of products. Costs of products as a percentage of net
product sales decreased slightly from 47.8% for fiscal year 2020 to 47.7% for
fiscal year 2021. The decrease was primarily driven by the effect of the
temporary store closures in fiscal year 2020, which was partially offset by a
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 80.0% for fiscal year 2020 to 75.2% for fiscal year 2021. The
decrease was driven by lower growth in optometrist-related costs and higher eye
exam revenue, primarily due to the impact of the temporary store closures to the
public in fiscal year 2020 not experienced in fiscal year 2021. These
improvements were partially offset by the deferred revenue effects mentioned
above.

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 86.0% for fiscal
year 2020 to 80.1% for fiscal year 2021. The decrease was driven by lower growth
in optometrist-related costs and higher eye exam revenue, primarily the impact
of the temporary store closures to the public in fiscal year 2020.

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Legacy segment costs of services and plans. Costs of services and plans as a
percentage of net sales of services and plans decreased from 46.5% for fiscal
year 2020 to 40.7% for fiscal year 2021. The decrease was primarily driven by
higher management fees from our Legacy partner and lower growth in
optometrist-related costs, the effect of the temporary store closures to the
public in fiscal year 2020.

Selling, general and administrative


SG&A of $900.8 million for fiscal year 2021 increased $175.8 million, or 24.3%,
from fiscal year 2020. As a percentage of net revenue, SG&A increased from 42.4%
for fiscal year 2020 to 43.3% for fiscal year 2021. This increase as a
percentage of net revenue was primarily driven by increases in advertising and
performance-based incentive compensation partially offset by decreases in store
payroll and occupancy expenses, which were primarily due to the effect of
temporary store closures to the public in fiscal year 2020 not experienced in
fiscal year 2021, and an individual one-time cash bonus paid in fiscal year 2020
to our front-line associates and doctors.

SG&A for fiscal year 2021 and fiscal year 2020 includes $1.5 million and $8.6
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 fiscal year 2020.

Owned & Host segment SG&A. SG&A as a percentage of net revenue increased from
36.5% for fiscal year 2020 to 36.7% for fiscal year 2021. This increase as a
percentage of net revenue was primarily driven by higher advertising expense
partially offset by payroll and occupancy leverage, the effect of the temporary
store closures to the public in fiscal year 2020.

Legacy segment SG&A. SG&A as a percentage of net revenue decreased from 36.5%
for fiscal year 2020 to 35.0% for fiscal year 2021 primarily driven by payroll
and occupancy leverage, the effect of the temporary store closures to the public
in fiscal year 2020.

Depreciation and amortization

Depreciation and amortization expense of $97.1 million for fiscal year 2021
increased $5.5 million, or 6.0%, from $91.6 million for fiscal year 2020
primarily driven by new store openings.

Asset impairment


We recognized $4.4 million for impairment primarily of tangible long-lived
assets and ROU assets associated with our retail stores in fiscal
year 2021 compared to $22.0 million recognized in fiscal year 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. The asset impairment expense for fiscal years 2021 and 2020
also includes $0.8 million and $1.1 million, respectively, related to a
write-off of certain software assets that were deemed to be obsolete. Asset
impairment expenses were recognized in Corporate/Other.

Other expense (income), net


We recognized a gain of $2.4 million in Other expense (income), net in fiscal
year 2021 in connection with the acquisition of our equity method investee by a
third party. See Note 1. "Business and Significant Accounting Policies" for
further details.

Interest expense, net


Interest expense, net, of $25.6 million for fiscal year 2021 decreased $22.7
million, or 47.0%, from $48.3 million for fiscal year 2020. The decrease was
primarily driven by lower derivative costs of $10.9 million, reduced term loan
outstanding balance and credit facility utilization, and lower interest expense
on the 2025 Notes as a result of the adoption of ASU 2020-06.

Income tax provision


Our income tax provision for fiscal year 2021 reflected our statutory federal
and state rate of 25.5%, offset by a benefit of $16.5 million primarily from the
exercise of stock options and stranded tax effect associated with our interest
rate swaps that matured in the first quarter of 2021. In comparison, the income
tax provision associated with fiscal year 2020 reflected our statutory federal
and state rate of 25.5% combined with a benefit of $8.0 million associated
primarily with the stock option exercises.

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Non-GAAP Financial Measures

Adjusted Operating Income, Adjusted Operating Margin, EBITDA, Adjusted EBITDA,
Adjusted EBITDA Margin and Adjusted Diluted EPS


We define Adjusted Operating Income as net income, plus interest expense
(income), net and income tax provision (benefit), further adjusted to exclude
stock based compensation expense, loss on extinguishment of debt, asset
impairment, litigation settlement, secondary offering expenses, management
realignment expenses, long-term incentive plan expenses, amortization of
acquisition intangibles and certain other expenses. We define Adjusted Operating
Margin as Adjusted Operating Income as a percentage of net revenue. We define
EBITDA as net income, plus interest expense (income), net, income tax provision
(benefit) and depreciation and amortization. We define Adjusted EBITDA as net
income, plus interest expense (income), net, income tax provision (benefit) and
depreciation and amortization, further adjusted to exclude stock based
compensation expense, loss on extinguishment of debt, asset impairment,
litigation settlement, secondary offering expenses, management realignment
expenses, long-term incentive plan expenses, and certain other expenses. We
define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of net revenue.
We define Adjusted Diluted EPS as diluted earnings per share, adjusted for the
per share impact of stock based compensation expense, loss on extinguishment of
debt, asset impairment, litigation settlement, secondary offering expenses,
management realignment expenses, long-term incentive plan expenses, amortization
of acquisition intangibles, amortization of debt discounts and deferred
financing costs of our term loan borrowings, amortization of the conversion
feature and deferred financing costs related to our 2025 Notes when not required
under U.S. GAAP to be added back for diluted earnings per share, losses (gains)
on change in fair value of derivatives, certain 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 can vary substantially in size from one
period to the next, and certain types of expenses are non-recurring in nature
and consequently may not have been incurred in any of the periods presented
below. 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. We continue to
evaluate our use of the Company Non-GAAP measures in the context of the
development of our business, and may introduce or discontinue certain measures
in the future as we deem appropriate.

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.

The presentations of these measures have limitations as analytical tools and
should not be considered in isolation, or as a substitute for analysis of our
results as reported under U.S. GAAP. Some of these limitations are:

•they do not reflect costs or cash outlays for capital expenditures or
contractual commitments;
•they do not reflect changes in, or cash requirements for, our working capital
needs;
•EBITDA, Adjusted EBITDA and Adjusted Operating Income do not reflect the
interest expense (income), net or the cash requirements necessary to service
interest or principal payments, on our debt;
•EBITDA, Adjusted EBITDA and Adjusted Operating Income do not reflect period to
period changes in taxes, income tax provision or the cash necessary to pay
income taxes;
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•they do not reflect the impact of earnings or charges resulting from matters we
consider not to be indicative of our ongoing operations;
•although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and
EBITDA and Adjusted EBITDA do not reflect cash requirements for such
replacements; and
•other companies in our industry may calculate these measures differently than
we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and the Company Non-GAAP Measures should
not be considered as measures of discretionary cash available to invest in
business growth or to reduce indebtedness.

The following table reconciles our Adjusted Operating Income, Adjusted Operating
Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin to net income; and
Adjusted Diluted EPS to diluted EPS for the periods presented:

In thousands                                 Fiscal Year 2022                       Fiscal Year 2021                         Fiscal Year 2020
Net income                             $  42,122              2.1  %       $       128,244             6.2  %       $        36,277             2.1  %
Interest expense                             462              0.0  %                25,612             1.2  %                48,327             2.8  %
Income tax provision                      18,691              0.9  %                21,081             1.0  %                 2,403             0.1  %
Stock based compensation expense (a)      13,512              0.7  %                14,886             0.7  %                10,740             0.6  %
Asset impairment (b)                       5,783              0.3  %                 4,427             0.2  %                22,004             1.3  %
Litigation settlement (c)                      -                -  %                 1,500             0.1  %                 4,395             0.3  %
Amortization of acquisition
intangibles (d)                            7,488              0.4  %                 7,488             0.4  %                 7,426             0.4  %
Other (g)                                   (263)            (0.0) %                 1,511             0.1  %                 2,576             0.2  %
Adjusted Operating Income / Adjusted
Operating Margin                       $  87,795              4.4  %       $       204,749             9.8  %       $       134,148             7.8  %
Note: Fiscal years 2022 and 2021 include 52 weeks. Fiscal year 2020 includes 53 weeks.
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.


In thousands                                      Fiscal Year 2022                          Fiscal Year 2021                          Fiscal Year 2020
Net income                               $        42,122              2.1  %       $       128,244              6.2  %       $        36,277              2.1  %
Interest expense                                     462              0.0  %                25,612              1.2  %                48,327              2.8  %
Income tax provision                              18,691              0.9  %                21,081              1.0  %                 2,403              0.1  %
Depreciation and amortization                     99,956              5.0  %                97,089              4.7  %                91,585              5.4  %
EBITDA                                           161,231              8.0  %               272,026             13.1  %               178,592             10.4  %

Stock based compensation expense (a)              13,512              0.7  %                14,886              0.7  %                10,740              0.6  %
Asset impairment (b)                               5,783              0.3  %                 4,427              0.2  %                22,004              1.3  %
Litigation settlement (c)                              -                -  %                 1,500              0.1  %                 4,395              0.3  %
Other (g)                                           (263)            (0.0) %                 1,511              0.1  %                 2,576              0.2  %
Adjusted EBITDA / Adjusted EBITDA Margin $       180,263              9.0  %       $       294,350             14.2  %       $       218,307             12.8  %
Note: Fiscal years 2022 and 2021 include 52 weeks. Fiscal year 2020 includes 53 weeks.
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.


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In thousands, except per share amounts Fiscal Year 2022 Fiscal Year 2021

           Fiscal Year 2020
Diluted EPS                               $            0.52          $            1.43          $            0.44
Stock based compensation expense (a)                   0.17                       0.15                       0.13
Asset impairment (b)                                   0.07                       0.05                       0.27
Litigation settlement (c)                                 -                       0.02                       0.05
Amortization of acquisition intangibles
(d)                                                    0.09                       0.08                       0.09
Amortization of debt discounts and
deferred financing costs (e)                           0.04                       0.02                       0.14
Losses (gains) on change in fair value of
derivatives (f)                                       (0.20)                     (0.03)                      0.05
Other (j)                                             (0.00)                     (0.01)                      0.03
Tax benefit of stock option exercises (h)             (0.00)                     (0.15)                     (0.10)
Tax effect of total adjustments (i)                   (0.04)                     (0.08)                     (0.19)
Adjusted Diluted EPS                      $            0.65          $            1.48          $            0.91

Weighted average diluted shares
outstanding                                          80,298                     96,134                     82,793

Note: Fiscal years 2022 and 2021 include 52 weeks. Fiscal year 2020 includes 53 weeks.
Some of the totals in the table above do not foot due to rounding differences.



____________

(a)Non-cash charges related to stock-based compensation programs, which vary
from period to period depending on the timing of awards and performance vesting
conditions.
(b)Reflects write-off of primarily property, equipment and lease related assets
on closed or underperforming stores.
(c)Expenses associated with settlement of certain litigation.
(d)Amortization of the increase in carrying values of finite-lived intangible
assets resulting from the application of purchase accounting to the KKR
Acquisition.
(e)Amortization of deferred financing costs and other non-cash charges related
to our long-term debt, including amortization of the conversion feature related
to the 2025 Notes of $10.0 million for fiscal year 2020. We adjust for
amortization of deferred financing costs related to the 2025 Notes only when
adjustment for these costs is not required in the calculation of diluted
earnings per share under U.S. GAAP.
(f)Reflects losses (gains) recognized in interest expense on change in fair
value of de-designated hedges.
(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), which are primarily related to excess payroll taxes on stock option
exercises, executive severance and relocation and other expenses and
adjustments, including our share of (gains) losses on equity method investments
of $(2.7) million and $(2.4) million for fiscal years 2022 and 2021,
respectively, and losses on other investments of $0.3 million for fiscal year
2022.
(h)Tax benefit associated with accounting guidance requiring excess tax benefits
related to stock option exercises to be recorded in earnings as discrete items
in the reporting period in which they occur.
(i)Represents the income tax effect of the total adjustments at our combined
statutory federal and state income tax rates.
(j)Reflects other expenses in (g) above, including the impact of stranded tax
effect of $(2.1) million for fiscal year 2021 associated with our interest rate
swaps that matured in 2021, and $0.1 million and $0.2 million of debt issuance
costs for fiscal years 2021 and 2020, respectively.
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Liquidity and Capital Resources


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 and remote medicine 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. 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. We exercise prudence in our use of cash and 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
the next 12 months and thereafter for the foreseeable future. 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 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 of 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 fiscal year end 2022, we had $229.4 million in cash and cash equivalents
and $293.6 million of availability under our revolving credit facility, which
includes $6.4 million in outstanding letters of credit.

The following table summarizes cash flows provided by (used for) operating
activities, investing activities and financing activities for the periods
indicated:

                                                   Fiscal Year          Fiscal Year          Fiscal Year
In thousands                                           2022                 2021                 2020
Cash flows provided by (used for):
Operating activities                              $   119,198          $   258,938          $   234,981
Investing activities                                 (110,894)             (92,897)             (76,410)
Financing activities                                  (84,556)            (234,324)             176,281
Net increase (decrease) in cash, cash equivalents
and restricted cash                               $   (76,252)         $   

(68,283) $ 334,852
Note: Fiscal years 2022 and 2021 include 52 weeks. Fiscal year 2020 includes 53 weeks.

Net Cash Provided by Operating Activities


Cash flows provided by operating activities decreased by $139.7 million to
$119.2 million, during fiscal year 2022 from $258.9 million during fiscal year
2021 as a result of a $86.1 million decrease in net income, changes in net
working capital and other assets and liabilities, which used an additional $38.6
million in cash and a decrease in non-cash expense adjustments of $15.0 million,
in each case, as compared to fiscal year 2021.

Working capital was most significantly impacted by changes in other liabilities,
accounts receivable and inventories. Decreases in other liabilities used $30.9
million in year-over-year cash primarily due to decreases in compensation
related and advertising accruals, partially offset by increases in payroll taxes
payable. Increases in accounts receivable balances used $26.0 million in
year-over-year cash primarily due to year-over-year increases in trade and
credit card receivables as a result of higher sales in the last week of fiscal
year 2022 when compared to the same period of 2021, as well as increases in
other receivables. Decreases in inventory contributed $13.0 million in
year-over-year cash primarily due to increased purchases, including inventory
forward buys, during 2021.

Cash flows provided by operating activities increased by $24.0 million to $258.9
million, or 10.2%, during fiscal year 2021 from $235.0 million during fiscal
year 2020 as a result of net income of $92.0 million, offset by a decrease in
non-cash expense items of $13.2 million, and changes in net working capital and
other assets and liabilities, which used an additional $54.8 million in cash
compared to fiscal year 2020.

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Working capital was most significantly impacted by changes in inventories,
accounts payable, other liabilities, and accounts receivable. Increases in
inventory and decreases in accounts payable, which used $26.3 million and $24.6
million in year-over-year cash, respectively, were primarily due to increased
purchases including inventory forward buys and other payments during 2021.
Decreases in other liabilities used $17.8 million in year-over-year cash
primarily due to decreases in compensation related accruals of $17.1 million
including payment of CARES Act deferred employer payroll taxes and lease
concessions and deferrals of $5.9 million, partially offset by lower payments of
litigation settlements and increases in advertising and promotional efforts
during the year. Offsetting these items were decreases in accounts receivable
balances, which contributed $14.9 million in year-over-year cash, primarily due
to year-over-year decreases in outstanding credit card receivables as a result
of lower sales in the last week of fiscal year 2021 when compared to the same
period of 2020.

Net Cash Used for Investing Activities


Net cash used for investing activities increased by $18.0 million, to $110.9
million, during fiscal year 2022 from $92.9 million during fiscal year 2021. The
increase was primarily due to increased capital investments in remote medicine
and new store openings. We purchased $113.5 million in capital items during
fiscal year 2022. Approximately 80% to 85% of our capital spend is related to
our expected growth (i.e., new stores, remote medicine infrastructure, EHR,
optometric equipment, additional capacity in our optical laboratories and
distribution centers, and our IT infrastructure, including omni-channel platform
related investments).

Net cash used for investing activities increased by $16.5 million, to $92.9
million, during fiscal year 2021 from $76.4 million during fiscal year 2020. The
increase was primarily due to new store 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. "Business and Significant Accounting Policies" for
more information on the sale.

Net Cash Provided by (Used for) Financing Activities


Net cash used for financing activities decreased $149.8 million, from $234.3
million use of cash during fiscal year 2021 to $84.6 million use of cash during
fiscal year 2022. The decrease in cash used for financing activities was
primarily due to voluntary term loan prepayments of $167.4 million in fiscal
year 2021 that did not recur in fiscal year 2022, partially offset by increases
in purchases of treasury stock of $11.1 million and decreases in proceeds from
issuance of common stock of $8.1 million during fiscal year 2022.

Net cash provided by (used for) financing activities decreased $410.6 million,
from $176.3 million provision of cash during fiscal year 2020 to $234.3 million
use of cash during fiscal year 2021. The decrease was primarily due to the
prepayment of our term loan of $167.4 million and increases in purchases of
treasury stock of $72.6 million during fiscal year 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 fiscal year 2020.



Long-term Debt


The following table sets forth the amounts owed under our term loan and the 2025
Notes and the interest rate on such outstanding amounts, and the amount
available for additional borrowing thereunder, as of the end of fiscal year
2022:

                                                                                                         Amount Available
                                                                                      Amount              for Additional
In thousands                                          Interest Rate (2)             Outstanding             Borrowing
2025 Notes, due May 15, 2025                                Fixed                 $    402,497          $             -
Term loan, due July 18, 2024                               Variable                    150,000                        -
Revolving credit facility, due July 18,
2024(1)                                                    Variable                          -                  293,619
Total                                                                             $    552,497          $       293,619


____________

(1)At December 31, 2022, the amount available under our revolving credit
facility reflected a reduction of $6.4 million of letters of credit outstanding.
(2)The interest rate on the term loan and revolving credit facility pursuant to
the Credit Agreement is at an Applicable Margin range from 1.25% to 2.00% for
LIBOR Loans with LIBOR to not be lower than 0.00% in any period, and an
Applicable Margin range from 0.25% to 1.00% for ABR Loans, as of fiscal year end
2022. The 2025 Notes pay interest semi-annually in arrears on May 15 and
November 15 of each year, commencing on November 15, 2020, at an annual rate of
2.50%.
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Share Repurchase Authority

Effective November 8, 2021, the Company's Board of Directors authorized the
Company to repurchase up to $50 million aggregate amount of shares of the
Company's common stock. On November 29, 2021, the Company's Board of Directors
authorized an increase from $50 million to $100 million in aggregate amount of
shares of the Company's common stock that may be repurchased under the Company's
current share repurchase program. On February 23, 2022, our Board of Directors
authorized a $100 million increase to the share repurchase authorization, for a
total authorization of $200 million. Repurchases may be made from time to time
in the Company's discretion through one or more open market or privately
negotiated transactions, and pursuant to pre-set trading plans meeting the
requirements of all applicable securities laws and regulations. Shares may be
repurchased under the program through December 30, 2023. The timing and amounts
of any such repurchases will depend on a variety of factors, including the
market price of the Company's shares, general market and economic conditions,
legal requirements and tax implications. The Company expects to fund the share
repurchases using cash on hand. During fiscal years 2022 and 2021, the Company
repurchased 2.7 million shares of its common stock for $80.0 million, and
1.4 million shares of its common stock for $69.9 million, respectively, under
the share repurchase program. After these repurchases, approximately $50 million
remains available under the share repurchase authorization as of December 31,
2022.

Capital Expenditures

In thousands                                      Fiscal Year 2022          Fiscal Year 2021          Fiscal Year 2020
New stores (owned brands)                       $          49,761          $         40,058          $         27,865
Laboratories, distribution centers and
optometric equipment                                       30,073                    20,900                    19,882
Information technology and other                           33,713                    34,557                    29,076
Total                                           $         113,547          

$ 95,515 $ 76,823
Note: Fiscal years 2022 and 2021 include 52 weeks. Fiscal year 2020 includes 53 weeks.



We expect capital expenditures in fiscal year 2023 to be approximately between
$115 million and $120 million and to be used primarily in supporting the
Company's growth through investments in new stores, remote medicine, EHR,
optical laboratories, and IT infrastructure. We expect to fund capital
expenditures with cash flows from operations, but may also use existing cash
balances or funds available through our revolving credit facility.


Material Cash Requirements
As of fiscal year end 2022, our current and long-term material cash requirements
include the following commitments and contractual obligations:

In thousands                          2023               2024               2025              2026              2027            Thereafter             Total
Term loan(a)                      $       -          $ 150,000          $       -          $      -          $      -          $        -          $   150,000
2025 Notes(b)                             -                  -            402,497                 -                 -                   -              402,497
Revolving credit
facility(c)                               -                  -                  -                 -                 -                   -                    -
Estimated interest(d)                18,513             14,757              3,773                 -                 -                   -               37,043
Noncancelable operating
leases(e)                            86,429             91,376             87,377            68,295            54,316             111,803              499,596
Finance leases(f)                     5,569              4,734              4,888             4,496             3,623               3,265               26,575
Other commitments(g)                 49,203             37,495             30,238             3,662                 -                   -              120,598
Total                             $ 159,714          $ 298,362          $ 528,773          $ 76,453          $ 57,939          $  115,068          $ 1,236,309


____________

(a)Refer to Note 4. "Long-term Debt" to our consolidated financial statements
included in Part II. Item 8 of this Form 10-K for more information on our term
loan.
(b)Refer to Note 4. "Long-term Debt" for more information on the 2025 Notes and
Note 13. "Earnings Per Share" for the treatment of earnings per share in
relation to the 2025 Notes.
(c)Refer to Note 4. "Long-term Debt" for more information on our revolving
credit facility.
(d)We have estimated our interest payments on our term loan based on LIBOR as of
the end of fiscal year 2022. Amounts and timing may be different from our
estimated interest payments due to potential voluntary prepayments, borrowings,
interest rate fluctuations and the expected discontinuation of LIBOR. Expected
obligations on our hedging instruments are excluded from estimated interest
presented in the table above. Refer to Note 1. "Business and Significant
Accounting Policies" for more information on the cessation of LIBOR.
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(e)We lease our retail stores, optometric examination offices, distribution
centers, office space and all of our optical laboratories with the exception of
our St. Cloud, Minnesota lab, which we own. The vast majority of our leases are
classified as operating leases under current accounting guidance. Although rent
expense on operating leases is recorded in SG&A on a straight-line basis over
the term of the lease, contractual obligations above represent required cash
payments. Our lease arrangements require us to pay executory costs such as
insurance, real estate taxes and common area maintenance and some of our leases
are based on a percentage of sales. These expenses are generally variable, not
included above, and were approximately $33.1 million during fiscal year ended
2022. Refer to Note 8. "Leases" for our current and long-term lease payment
obligations.
(f)For leases classified as finance leases, the finance lease asset is recorded
as property and equipment and a corresponding amount is recorded as a long-term
debt obligation in the Consolidated Balance Sheets at the net present value of
the minimum lease payments to be made over the lease term for new finance
leases. We allocate each lease payment between a reduction of the lease
obligation and interest expense using the effective interest method. Finance
lease amounts above represent required contractual cash payments in the periods
presented. Refer to Note 8. "Leases" for our current and long-term lease payment
obligations.
(g)Other commitments include minimum purchase commitments with certain trade
vendors and contractual agreements to purchase goods or services in the ordinary
course of business.

In addition to lease commitments and contractual obligations, our material cash
requirements also include operating expenses such as payroll, store rent, and
advertising expenses, which we expect to fund primarily with existing cash
balances and cash flows from operations.

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 our consolidated financial
statements. We are not a party to any other off-balance sheet arrangements.


Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with U.S. GAAP requires
management to make estimates and assumptions about future events that affect
amounts reported in our consolidated financial statements and related notes, as
well as the related disclosure of contingent assets and liabilities at the date
of the financial statements. Management evaluates the accounting policies,
estimates and judgments on an ongoing basis. We base our estimates and judgments
on historical experience and various other factors that are believed to be
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions and conditions.

We have evaluated the accounting policies used in the preparation of the
Company's consolidated financial statements and related notes and believe those
policies to be reasonable and appropriate. Certain of these accounting policies
require the application of significant judgment 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.
More information on all of our significant accounting policies can be found in
Note 1. "Business and Significant Accounting Policies," to our consolidated
financial statements included in Part II. Item 8. of this Form 10-K, as well as
in certain other notes to the consolidated financial statements as indicated
below.

Revenue Recognition

At our America's Best brand, our signature offer is two pairs of eyeglasses and
a free eye exam for one low price. Since an eye exam is a key component in the
ability for acceptable prescription eyewear to be delivered to a customer, we
concluded that the eye exam service, while capable of being distinct from the
eyeglass product delivery, was not distinct in the context of the two-pair
offer. As a result, we do not allocate revenue to the eye exam associated with
the two-pair offer, and we record all revenue associated with the offer in net
product sales when the customer has received and accepted the merchandise.

We recognize revenue across our product protection plan and club membership
contract portfolio based on the value delivered to the customers relative to the
remaining services promised under the programs. We determine the value delivered
based on the expected timing and amount of customer usage of benefits over the
terms of the contracts. A 100 basis point change in our estimate of value
delivered to customers compared to expected customer usage of benefits would
have affected revenues in fiscal year 2022 by approximately $2 million; this
amount would have been recognized at different times over the contract period.

Unearned revenue at the end of a reporting period is estimated based on
processing and delivery times throughout the current month and generally ranges
from approximately seven to 10 days. All unearned revenue at the end of a
reporting period is recognized in the next fiscal period. A one day increase in
our estimate of the average days needed to process delivery would have affected
revenues in fiscal year 2022 by approximately $5 million, which would ultimately
have been recorded in the next fiscal year.

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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; a 100 basis point change in our rate of concessions
granted would have reduced our revenues in fiscal year 2022 by approximately $4
million.

See Note 7. "Revenue from Contracts With Customers" in our audited consolidated
financial statements included in Part II. Item 8. of this Form 10-K for
additional information.

Impairment of P&E and ROU assets


In evaluating store-level property and equipment and ROU assets for
recoverability and impairment, we may consider multiple factors including
financial performance of the stores, regional and local business climates,
future plans for the store operations and other qualitative factors. We estimate
the fair value of the asset group using an income approach based on discounted
cash flows, which requires estimates and assumptions of forecasted store revenue
growth rates and store profitability. We consider market-based indications of
prevailing rental rates, lease incentives and discount rates for retail space
when estimating the fair value of ROU assets. Developing the estimates and
assumptions used in our recovery and impairment evaluations require significant
judgment. The cash flows used in estimating fair value were discounted using
market rates from 7.5% to 10% in fiscal year 2022.

We had $359.8 million of property and equipment, net, and ROU assets of $382.8
million as of December 31, 2022. Changes in estimates and assumptions used in
our impairment testing of property and equipment could result in future
impairment losses, which could be material. We recognized impairments of $5.8
million, $4.4 million and $22.0 million in fiscal years 2022, 2021 and 2020,
respectively, primarily related to our long-lived tangible store assets and ROU
assets.

Impairment of Goodwill and Intangible Assets


We calculate the fair value of our reporting units using the income approach
based on discounted cash flows analysis whereby estimated after-tax cash flows
are discounted using a weighted average cost of capital. The cash flows used in
the analysis are based on financial forecasts developed internally by management
and require significant judgment. Significant unobservable inputs used in the
fair value measurement of the reporting units include revenue growth rates,
payroll and other expense growth rates, capital expenditures and discount rates.
These assumptions are sensitive to future changes in the business profitability,
changes in our business strategy, customer concentration risk and external
market conditions, among other factors. See Note 3. "Goodwill and Intangible
Assets" to our consolidated financial statements included in Part II. Item 8. of
this Form 10-K for further detail on goodwill impairment.

As of December 31, 2022, we had $777.6 million of goodwill, $240.5 million of
non-amortizing intangible assets, and $34.7 million of other intangible assets,
net of accumulated amortization. Changes in estimates and assumptions used in
our impairment testing could result in future impairment losses, which could be
material. Significant judgments and assumptions are required in our impairment
evaluations.

In our most recent goodwill impairment test, the fair value of our Legacy
segment, to which $60.0 million of goodwill is allocated, exceeded its carrying
value by approximately 9%. Our Legacy segment has been affected by the
challenging macroeconomic environment. Considering the challenging environment,
the fair value of our Legacy segment assumes lower levels of profitability in
the near term than the Legacy segment has historically experienced, followed by
a gradual improvement in profitability to the low end of the Legacy segment's
historical profitability range. The fair values of our other reporting units
exceeded their respective carrying values by at least 60%. Future changes in a
reporting unit's business profitability, expected cash flows, changes in
business strategy and external market conditions, among other factors, could
require us to record an impairment charge for goodwill. A 100 basis point
increase in discount rates used to estimate the fair value of the Company's
reporting units would result in an approximate $3 million impairment of the
Company's goodwill balance in the Legacy segment at the end of fiscal year 2022.
The Legacy segment's operations are sensitive to customer concentration.

When evaluating indefinite-lived, non-amortizing trademarks and trade names for
impairment, we use the relief-from-royalty method to estimate fair value,
whereby an estimated royalty rate is determined based on comparable licensing
arrangements, which is then applied to the revenue projections for the subject
asset. The estimated fair value is calculated using a discounted cash flow
analysis. We record an impairment charge as the excess of carrying value over
estimated fair value. A 100 basis point increase in discount rates used to
estimate the fair value of the Company's trademarks and trade names would not
result in an impairment at fiscal year-end.

                                       68
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If impairment indicators related to finite-lived, amortizing intangible assets
are present, we estimate cash flows expected to be generated over the remaining
useful lives of the related assets based on current projections. If the
projected net undiscounted cash flows are less than the carrying value of the
related assets, we then measure impairment based on a discounted cash flow model
and record an impairment charge as the excess of carrying value over the
estimated fair value. A 100 basis point increase in the discount rate used to
estimate the fair value of the Company's Legacy segment contracts and
relationships asset would not result in an impairment at fiscal year-end.

Income Taxes


Calculations and assessments of uncertain tax positions involve estimates and
complex judgments because the ultimate tax outcomes are uncertain and future
events are unpredictable. Our net deferred liability balance as of December 31,
2022 was $93.9 million. Changes in assumptions in our estimates could result in
material changes to these balances. See Note 6. "Income Taxes" to our
consolidated financial statements included in Part II. Item 8 of this Form 10-K.

Inventories


Inventory shrinkage is estimated and recorded throughout the period in cost of
sales based on historical results and current inventory levels. Inventory values
are adjusted for estimated obsolescence and written down to net realizable value
("NRV") based on estimates of current and anticipated demand, customer
preference, merchandise age, planned promotional activities, compliance with
contact lens vendor return policies, and estimates of future retail sales
prices. Actual shrinkage is recorded throughout the year based upon periodic
physical counts. As of December 31, 2022, our total inventory balance was $123.2
million. A 10% increase in the obsolescence and shrinkage reserves will not have
a material impact on our financial position. See Note 1. "Business and
Significant Accounting Policies" to our consolidated financial statements
included in Part II. Item 8 of this Form 10-K.

Recently Issued Accounting Pronouncements

For information on recently issued accounting pronouncements, see Note 1.
"Business and Significant Accounting Policies" to our consolidated financial
statements included in Part II. Item 8 of this Form 10-K.

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