National Vision(EYE) - 2023 Q4 - Annual Report

Special Note Regarding Forward-Looking Statements This section cautions that the Form 10-K contains forward-looking statements, subject to risks, and actual results may vary - The Form 10-K contains forward-looking statements concerning plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, and trends[10] - Forward-looking statements are not historical facts or guarantees of future performance and are based on current expectations, beliefs, estimates, and projections, many of which are inherently uncertain and beyond the company's control[11] - Actual results may vary materially from what is expressed or indicated in forward-looking statements due to numerous risks, uncertainties, and other important factors, including those detailed in the 'Risk Factors Summary' and 'Risk Factors' sections[12] Risk Factors Summary This section summarizes principal risks across business, third-party dependence, legal, indebtedness, and stock ownership - The termination of the partnership with Walmart, including the transition period and wind-down activities, is expected to materially impact the company's business, revenues, profitability, and cash flows[17] - Market volatility, an overall decline in the economy, and other factors impacting consumer spending (e.g., inflation, recessionary conditions, interest rates) may reduce demand for products and harm sales, profitability, and financial condition[17] - Failure to recruit and retain vision care professionals for in-store roles or to provide remote care offerings could adversely affect the business, financial condition, and results of operations[17] - The company's future operational success depends on its ability to develop, maintain, and extend relationships with managed vision care companies, vision insurance providers, and other third-party payors[21] - The company is subject to extensive state, local, and federal vision care and healthcare laws and regulations, and failure to adhere to them would adversely affect the business[21] - A significant amount of indebtedness could adversely affect the business and financial position by limiting business flexibility and preventing the company from meeting debt obligations[21] PART I Item 1. Business National Vision, a leading U.S. optical retailer, operates 1,413 stores, offers affordable eye care, and is managing the Walmart partnership termination - National Vision Holdings, Inc. is one of the largest optical retailers in the U.S. and a leader in the value segment, operating 1,413 retail stores across five brands and 13 consumer websites as of December 30, 2023[25] - The company's business model is characterized by a differentiated value proposition (e.g., 'two pairs of eyeglasses for $79.95, including a free eye exam' at America's Best), recurring revenue from non-discretionary eye care purchases, and attractive store economics with low capital investment and quick payback periods[30] - The company has significant expansion opportunities in the U.S., with analysis suggesting America's Best can grow to at least 1,300 stores and Eyeglass World to at least 850 stores, totaling at least 2,150 stores long-term[31] - The partnership with Walmart to operate 225 Vision Centers terminated on February 23, 2024. Agreements with Walmart and Sam's Club for wholesale contact lens distribution via AC Lens will terminate by June 30, 2024, leading to the wind-down of AC Lens operations[40][42] - Sales from omni-channel and e-commerce platforms represented approximately 9.9% of net revenue in fiscal year 2023, down from 11.2% in fiscal year 2022[43] - The U.S. optical retail industry is expected to grow due to an aging population, consistent replacement cycles (eyeglasses every 2-3 years, contact lenses every 6-12 months), increased usage of digital screens, and a growing focus on health and wellness[48] - The company offers eyeglasses, contact lenses, and eye exams. It has deployed a telehealth solution in over 500 America's Best locations and plans to implement an Electronic Health Record (EHR) platform in all America's Best locations by the end of 2024[49][50] - As of December 30, 2023, the company had 13,998 full-time and part-time associates, including 582 directly employed optometrists, and a total network of 2,645 optometrists[66] - The company is subject to extensive federal, state, and local vision care and healthcare laws and regulations, including those related to corporate practice of medicine/optometry, professional licensure, the FCLCA, HIPAA, anti-kickback statutes, and consumer protection laws[95][96][99][103][104][107][108] Item 1A. Risk Factors This section details comprehensive risks including the Walmart partnership termination, economic sensitivity, competition, supply chain, and significant indebtedness - The termination of the Walmart partnership (effective Feb 23, 2024) and the wind-down of AC Lens operations (by June 30, 2024) will result in a material reduction of revenues, profitability, and cash flows. Impairment charges of $79.7 million were recorded in fiscal year 2023 due to this termination[117] - The business is highly sensitive to consumer confidence and spending, which can be negatively impacted by market volatility, economic downturns, inflation, and the timing of tax refunds. Wage pressure for vision care professionals and associates is expected to continue in 2024[120][124] - The optical retail industry is highly competitive, with larger and vertically integrated competitors. The company's ability to successfully compete, open new stores, and manage its growth strategy is crucial[126][127] - The company relies on a limited number of suppliers for eyeglass lenses (89% from one vendor in FY2023) and contact lenses (92% from three vendors in FY2023), exposing it to concentration risk and potential supply disruptions[180] - Heavy reliance on information technology systems for operations and safeguarding confidential information. Any significant failure, inadequacy, interruption, or security breach could adversely affect the business, financial condition, and operations[181][184] - The company has significant indebtedness, totaling approximately $448.7 million as of December 30, 2023, which could limit business flexibility and ability to meet debt obligations. The conversion of $302.5 million in 2025 Notes could dilute existing stockholders[214][222] Item 1B. Unresolved Staff Comments This section states that there are no unresolved staff comments from the Securities and Exchange Commission regarding the company's filings - There are no unresolved staff comments[235] Item 1C. Cybersecurity This section outlines the company's cybersecurity risk management, including assessment processes, security controls, incident response, and Board oversight - The company has developed processes for assessing, identifying, and managing material risks from cybersecurity threats, integrating them into its enterprise risk assessment system[236] - Security controls include endpoint protection, network intrusion detection, vulnerability management, IT and third-party risk management programs, multifactor authentication, annual security awareness training, and periodic phishing testing[236] - The Chief Technology Officer (CTO), with over 25 years of experience, oversees the company's cybersecurity approach, including the incident response plan and collaboration with information security and legal teams[239][240] - The Audit Committee of the Board oversees the enterprise risk management process, including cybersecurity threats, and regularly reviews risks, mitigation strategies, and information technology initiatives with the CTO[241] - As of the report date, the company is not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition[238] Item 2. Properties This section provides an overview of the company's leased retail stores, corporate offices, and laboratories, detailing store count by state - The company leases all of its America's Best and Eyeglass World retail stores, corporate offices, and most laboratories and distribution centers, with lease terms typically ranging from five to ten years with renewal options[243][247] - The company owns its laboratory in St. Cloud, Minnesota[247] Store Count by Brand and State (as of December 30, 2023) | State | America's Best | Eyeglass World | Legacy | Other | | :--- | :--- | :--- | :--- | :--- | | AK | — | — | 1 | 7 | | AL | 24 | 1 | 3 | 3 | | AR | — | — | — | 1 | | AZ | 28 | 11 | 9 | 2 | | CA | 76 | 20 | 43 | 4 | | CO | 26 | 7 | 7 | 3 | | CT | 10 | — | 7 | — | | DE | — | — | — | — | | FL | 96 | 43 | 2 | 2 | | GA | 44 | 4 | 28 | 5 | | HI | — | — | 3 | — | | IA | 8 | 1 | — | — | | ID | 7 | — | — | — | | IL | 57 | 2 | — | — | | IN | 18 | 11 | — | — | | KS | — | 2 | 6 | 2 | | KY | 6 | 1 | — | 2 | | LA | 15 | — | 1 | 1 | | MA | — | — | 2 | — | | MD | 24 | — | 1 | 1 | | ME | — | — | — | — | | MI | 35 | 12 | — | — | | MN | 14 | — | — | — | | MO | 27 | 1 | — | 1 | | MS | — | — | — | 2 | | MT | — | — | 1 | — | | NC | 23 | — | 36 | 2 | | ND | — | — | — | — | | NE | 5 | 1 | — | 1 | | NH | — | — | 2 | — | | NJ | 39 | — | 3 | 1 | | NM | — | 2 | 5 | 3 | | NV | — | 4 | 2 | 1 | | NY | 38 | — | 13 | 1 | | OH | 41 | 1 | — | 1 | | OK | — | — | — | — | | OR | 10 | — | 3 | 9 | | PA | 44 | 5 | 13 | — | | RI | — | — | — | — | | SC | 19 | 3 | 6 | 1 | | SD | — | — | 1 | — | | TN | 23 | 4 | — | — | | TX | 123 | 6 | 3 | 5 | | UT | 14 | 5 | — | 1 | | VA | 33 | — | 16 | 1 | | VT | — | — | — | — | | WA | 18 | 1 | 1 | 19 | | WI | 11 | — | — | — | | WV | — | — | 6 | — | | WY | 1 | — | 1 | — | - The Legacy stores listed in the table (Walmart Vision Centers) are no longer operated by the company as of February 23, 2024, due to the termination of the Walmart MSA[245] Item 3. Legal Proceedings This section refers to Note 12, 'Commitments and Contingencies,' for detailed information regarding legal proceedings - Information regarding legal proceedings is incorporated by reference from Note 12. 'Commitments and Contingencies' in the consolidated financial statements[249] Item 4. Mine Safety Disclosures This item is not applicable to the company's operations - This item is not applicable[250] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities This section details the market for National Vision's common stock, share repurchase programs, and the policy of no current cash dividends - The company's common stock is listed on the Nasdaq Global Select Market under the symbol 'EYE'[253] - As of February 16, 2024, there were approximately 12 holders of record of the company's common stock[253] - The Board authorized a new share repurchase program of up to $50 million aggregate amount of common stock until January 3, 2026, following the expiration of the previous authorization on December 30, 2023[255] Issuer Purchases of Equity Securities | Fiscal Year | Shares Repurchased (millions) | Amount (millions) | | :---------- | :---------------------------- | :---------------- | | 2023 | 1.1 | $25.0 | | 2022 | 2.7 | $80.0 | | 2021 | 1.4 | $69.9 | - The company has no current plans to pay cash dividends on its common stock[256] Item 6. Reserved This item is reserved and contains no information - This item is reserved[263] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes National Vision's financial performance, condition, and operational results, including the impact of the Walmart partnership termination and macroeconomic conditions - The company is one of the largest optical retailers in the U.S., operating 1,413 retail stores across five brands and 13 consumer websites as of fiscal year-end 2023[265] - The Legacy segment (Walmart Vision Centers) partnership terminated on February 23, 2024, and AC Lens operations (including wholesale contact lens distribution to Walmart and Sam's Club) will wind down by June 30, 2024. This segment represented 7.1% of consolidated net revenue in FY2023[266][273][290] - The company opened 70 new stores in 2023 and enabled remote medicine in over 500 America's Best locations, with plans to implement an EHR platform in all America's Best locations by the end of 2024[271][275] - Pricing adjustments were made in 2022: America's Best signature offer increased to $79.95 (from $69.95) and Eyeglass World opening offer to $89 (from $78)[286] Key Financial and Operating Data (FY2023 vs. FY2022 vs. FY2021) | Metric | Fiscal Year 2023 (in millions) | Fiscal Year 2022 (in millions) | Fiscal Year 2021 (in millions) | | :--------------------------------- | :--------------- | :--------------- | :--------------- | | Total Net Revenue | $2,126.5 | $2,005.4 | $2,079.5 | | Net Income (Loss) | $(65.9) | $42.1 | $128.2 | | Diluted EPS | $(0.84) | $0.52 | $1.43 | | Adjusted Diluted EPS | $0.64 | $0.65 | $1.48 | | Adjusted EBITDA | $165.3 | $180.3 | $294.4 | | Number of stores open at end of period | 1,413 | 1,354 | 1,278 | | New stores opened during the period | 70 | 80 | 75 | | Total costs applicable to revenue (% of net revenue) | 47.1% | 46.2% | 43.5% | | SG&A (% of net revenue) | 46.6% | 45.6% | 43.3% | | Income (loss) from operations (% of net revenue) | (2.2)% | 3.1% | 8.4% | | Net income (loss) (% of net revenue) | (3.1)% | 2.1% | 6.2% | | Adjusted Operating Income (% of net revenue) | 3.4% | 4.4% | 9.8% | | Adjusted EBITDA (% of net revenue) | 7.8% | 9.0% | 14.2% | - For fiscal year 2023, total net revenue increased by $121.1 million (6.0%) to $2,126.5 million, driven by new store sales (55%), Adjusted Comparable Store Sales Growth (40%), and the AC Lens business (10%). Adjusted Comparable Store Sales Growth was 2.9% (vs. -7.6% in FY2022)[308][310] - Costs applicable to revenue increased to 47.1% of net revenue in FY2023 (from 46.2% in FY2022), primarily due to higher optometrist-related costs and a reduction in service revenue components. SG&A increased to 46.6% of net revenue (from 45.6%), driven by higher performance-based incentive compensation and payroll[315][321] - Asset impairment charges totaled $82.4 million in FY2023 (vs. $5.8 million in FY2022), predominantly due to the termination of the Walmart partnership[324] - Net cash provided by operating activities increased by $53.8 million to $173.0 million in FY2023. Net cash used for financing activities increased by $52.3 million to $136.8 million, primarily due to the repurchase of $100.0 million of 2025 Notes[374][381] Material Cash Requirements (as of December 30, 2023) | Commitment Type | Total (in millions) | | :---------------------- | :------------------- | | Term loan | $146.3 | | 2025 Notes | $302.5 | | Estimated interest | $51.9 | | Noncancelable operating leases | $535.2 | | Finance leases | $19.4 | | Other commitments | $243.6 | | Total | $1,299.0 | Item 7A. Quantitative and Qualitative Disclosures About Market Risk This section addresses the company's market risk exposure, primarily from interest rate changes, and its use of derivative financial instruments to mitigate this risk - The company has market risk exposure from changes in interest rates and uses derivative financial instruments (interest rate collar) to mitigate this risk[414] - As of December 30, 2023, $146.3 million of term loan borrowings were subject to variable interest rates, and total borrowings were $448.7 million with a weighted average borrowing rate of 3.4% (inclusive of the interest rate collar)[416] - An increase of 1.0% in market rates as of December 30, 2023, would not result in a material increase to interest expense. A decrease of 1.0% would impact interest expense related to the derivative by approximately $1 million[416] - The company's interest rate collar derivative is scheduled to mature on July 18, 2024[416] Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements, including the Balance Sheets, Statements of Operations, Stockholders' Equity, and Cash Flows, with an unqualified audit opinion - Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 30, 2023[420][421] - The valuation of goodwill and trademark/trade name for Eyeglass World was identified as a critical audit matter due to significant judgments in estimating fair value and the difference between fair value and carrying value[425][427] Consolidated Balance Sheet Highlights (in millions) | Metric | As of Dec 30, 2023 (in millions) | As of Dec 31, 2022 (in millions) | | :--------------------------------- | :----------------- | :----------------- | | Total Assets | $2,172.5 | $2,291.2 | | Cash and cash equivalents | $149.9 | $229.4 | | Goodwill | $717.5 | $777.6 | | Total Liabilities | $1,343.1 | $1,390.1 | | Long-term debt and finance lease obligations, less current portion and debt discount | $450.8 | $563.4 | | Total Stockholders' Equity | $829.4 | $901.1 | Consolidated Statements of Operations Highlights (in millions) | Metric | Fiscal Year 2023 (in millions) | Fiscal Year 2022 (in millions) | Fiscal Year 2021 (in millions) | | :--------------------------------- | :--------------- | :--------------- | :--------------- | | Total Net Revenue | $2,126.5 | $2,005.4 | $2,079.5 | | Income (Loss) from Operations | $(46.8) | $61.3 | $174.9 | | Net Income (Loss) | $(65.9) | $42.1 | $128.2 | | Diluted EPS | $(0.84) | $0.52 | $1.43 | Consolidated Statements of Cash Flows Highlights (in millions) | Metric | Fiscal Year 2023 (in millions) | Fiscal Year 2022 (in millions) | Fiscal Year 2021 (in millions) | | :--------------------------------- | :--------------- | :--------------- | :--------------- | | Net Cash Provided by Operating Activities | $173.0 | $119.2 | $258.9 | | Net Cash Used for Investing Activities | $(115.8) | $(110.9) | $(92.9) | | Net Cash Used for Financing Activities | $(136.8) | $(84.6) | $(234.3) | - The termination of the Walmart partnership resulted in $79.7 million in impairment charges in FY2023, including $60.1 million related to Legacy segment goodwill, $9.1 million for Walmart contracts and relationships, and $10.5 million for property and equipment[515] - As of December 30, 2023, the company had $302.5 million in 2.50% convertible senior notes due May 15, 2025, and $146.3 million in Term Loan A due June 13, 2028. $100.0 million of the 2025 Notes were repurchased in November 2023[530][531][538] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure This section confirms no changes in or disagreements with the company's independent accountants on accounting or financial disclosure matters - There have been no changes in or disagreements with accountants on accounting and financial disclosure[650] Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 30, 2023, with no material changes - The company's disclosure controls and procedures were effective as of December 30, 2023[652] - Management concluded that the company maintained effective internal control over financial reporting as of December 30, 2023, based on the COSO framework[655] - Deloitte & Touche LLP, the independent registered public accounting firm, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting[655][658] - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[656] Item 9B. Other Information This section states that there is no other information required to be disclosed in this item - No other information is required to be disclosed[664] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - This item is not applicable[665] PART III Item 10. Directors, Executive Officers and Corporate Governance This section lists executive officers and incorporates additional information on directors and corporate governance by reference from the proxy statement Executive Officers (as of February 27, 2024) | Name | Age | Position | | :-------------- | :-- | :------------------------------------- | | L. Reade Fahs | 63 | Chief Executive Officer and Director | | Melissa Rasmussen | 47 | Senior Vice President, Chief Financial Officer | | Patrick R. Moore | 60 | Senior Vice President, Chief Operating Officer | | Ravi Acharya | 49 | Senior Vice President, Chief Technology Officer | | Jared Brandman | 47 | Senior Vice President, General Counsel and Secretary | | Bill Clark | 49 | Senior Vice President, Chief People Officer | | Joe VanDette | 46 | Senior Vice President, Chief Marketing Officer | - Additional information required by this item is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders[675] Item 11. Executive Compensation This section incorporates information regarding executive compensation by reference from the company's definitive proxy statement - Information on executive compensation is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[676] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section incorporates details concerning security ownership of certain beneficial owners and management by reference from the proxy statement - Information on security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[677] Item 13. Certain Relationships and Related Transactions and Director Independence This section incorporates information regarding certain relationships, related transactions, and director independence by reference from the proxy statement - Information on certain relationships and related transactions and director independence is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[678] Item 14. Principal Accountant Fees and Services This section incorporates information concerning principal accountant fees and services by reference from the definitive proxy statement - Information on principal accountant fees and services is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[679] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists consolidated financial statements and an extensive index of exhibits, including corporate documents and key agreements - The report includes consolidated financial statements (Balance Sheets, Statements of Operations and Comprehensive Income, Stockholders' Equity, Cash Flows) and Schedule I – Condensed Financial Information of Registrant[681] - An Exhibit Index lists various documents filed or incorporated by reference, including the Third Amended and Restated Certificate of Incorporation, Fourth Amended and Restated Bylaws, Indenture for 2025 Notes, Credit Agreement, 2017 Omnibus Incentive Plan, and key supplier agreements like the Second Amendment to the Direct Lens Letter Agreement with Essilor of America, Inc.[684][685][686] Item 16. Form 10-K Summary This item is not applicable to the company - This item is not applicable[689] Signatures This section contains the required signatures of the principal executive officer, principal financial and accounting officer, and Board of Directors - The report is signed by L. Reade Fahs (Chief Executive Officer), Melissa Rasmussen (Senior Vice President, Chief Financial Officer), and the Board of Directors, certifying compliance with the Securities Exchange Act of 1934[692]