UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 8-K 
CURRENT REPORT 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 15, 2004 
NATIONAL VISION, INC. 
(Exact name of registrant as specified in its charter)
Commission File No: 0-20001 
 	 	 	
Georgia 	 	58-1910859	
(State or other jurisdiction of 	 	(I.R.S. employer identification	
incorporation or organization) 	 	number)	
296 Grayson Highway
Lawrenceville, Georgia 30045 
(770)-822-3600
(Registrant’s telephone number, including area code) 
Not applicable
(Former name or former address, if changed since last report) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 	RESULTS OF OPERATIONS AND FINANCIAL CONDITION.	
On November 15,  2004, the Company issued a press release, attached as Exhibit 99.1 hereto, regarding its results of operations for  the third quarter of fiscal 2004.

ITEM 9.01 	Financial Statements and Exhibits.	
(c)  Exhibits
Exhibit 99.1 - Press Release dated November 15, 2004, titled "NATIONAL VISION REPORTS THIRD QUARTER OPERATING RESULTS"
SIGNATURES 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 	 	 	 	 	
 	 	NATIONAL VISION, INC.	
 	 	 	 	 	
Date:  November 16, 2004	 	By: 	 	/s/ Paul A. Criscillis, Jr.                                            
Paul A. Criscillis, Jr.
Senior Vice President,
Chief Financial Officer	

NEWS RELEASE 
CONTACT:
Paul A. Criscillis, Jr.
Senior Vice President and CFO
770-822-4262
 FOR IMMEDIATE RELEASE
NATIONAL VISION REPORTS THIRD QUARTER OPERATING RESULTS
 Lawrenceville, Georgia, November 15, 2004 -- National Vision, Inc. (AMEX:NVI) today announced operating results for its fiscal third quarter and the nine-month year-to-date period ended October 2, 2004.
 Total net revenue from continuing operations for the 2004 third quarter was $57.9 million compared with $57.5 million in the prior year’s third quarter.  Comparable store sales declined -1.4% in the current year third quarter compared to the prior year third quarter.  As detailed in the following paragraph, this decline was significantly affected by the timing of the Company’s annual summer contact lens sales event.
The prior year’s third quarter revenues from continuing operations include sales of $3.5 million generated during a three-day promotional event.  The Company held this contact lens sales event earlier during 2004, recognizing revenues from the sale in its second fiscal quarter.  If such revenues had been recognized in the third quarter of the current year, the Company would have reported a comparable store sales increase of +5.7%.
Current year third quarter net income was $3.8 million, including approximately $168,000 in after-tax gains on Note repurchases, compared with net income of $356,000 in the prior year third quarter.  The previous year’s third quarter income was reduced by a $484,000 restructuring charge.
Diluted earnings per share were $0.67 in the current year third quarter compared with $0.07 in the prior year third quarter.  EBITDA for the current year quarter was $9.5 million versus EBITDA of $7.5 million in the prior year quarter.  These results were achieved on an average base of 435 stores, 50 fewer than in the prior year quarter.
“We continue to be exceptionally proud of the performance of our store teams,” stated Reade Fahs, President and Chief Executive Officer.  “Profit growth remains strong despite the lower store count.”
For the current year nine-month period, total net revenue from continuing operations of $176.7 million was 8.0% higher than 2003’s net revenue from continuing operations of $163.7 million, on same store sales growth of +6.4%.  Year-to-date same store sales growth is not affected by the timing of the summer contact lens sales event described above.
Net income for the first nine months of 2004 was $11.6 million, including approximately $2.9 million of after-tax gains on Note repurchases, a $16.1 million improvement over the prior year’s loss of $4.4 million for the same period.

Current year diluted earnings per share were $2.09 for the nine months, compared with a loss of $0.88 per share in the 2003 nine-month period.  EBITDA for the current year-to-date period was $27.5 million versus $17.9 million in the first three quarters of the previous year.
The Company will hold an Investor Relations Conference Call on Tuesday, November 16, 2004, at 2:00 p.m. EST to discuss its third quarter results. The general public can access this conference call via the Company’s website at www.nationalvision.com.  Following the conclusion of the prepared remarks by management, the Company will accept and address questions from institutional investors.
The Company’s financial disclosures refer to EBITDA because it is the basis for calculating excess cash flow principal repayments required under the Company’s Senior Subordinated Notes, and it is a widely accepted financial indicator of a company’s ability to service or incur indebtedness.  EBITDA is calculated as net earnings before interest, taxes, depreciation, amortization, the cumulative effect of a change in accounting principle, non-cash items and reorganization items as defined under the Senior Subordinated Debt Indenture.  A reconciliation of net earnings (loss) to EBITDA is presented in the attached financial tables.
National Vision, Inc. is a retail optical company that operates vision centers within host environments in the United States and Mexico.  Our vision centers sell a wide range of optical products including eyeglasses, contact lenses and sunglasses.  As of November 15, 2004, the Company operated a total of 422 vision centers, of which 311 were located inside domestic Wal-Mart stores, 35 were located within Wal-Mart de Mexico stores, 47 were located inside Fred Meyer stores and 27 were located on military bases within the United States and two stores were in freestanding locations.  In 2004, through November 15, the Company has closed 53 stores (including 48 domestic Wal-Mart stores), opened five stores on military bases and opened two freestanding stores relocated from inside Wal-Mart.  As of November 15, 2004, the Company also operated two home medical equipment stores inside domestic Wal-Mart stores.  The Company depends on its domestic Wal-Mart vision centers for substantially all of its revenues and cash flow.  The Company’s agreement with Wal-Mart gave it the right to open 400 vision centers, the last of which opened in 2001.  The Company does not currently expect Wal-Mart to renew any of the Company’s vision center leases upon their expirations (other than automatic renewals occurring upon relocation of current Company locations in connection with conversions to SuperCenters).  For the remainder of 2004, the Company expects an additional 7 leases for domestic Wal-Mart vision centers to expire.  Investments in the debt and equity securities of National Vision, Inc. are subject to substantial risks as described in the Company’s public filings with the Securities and Exchange Commission.
- FINANCIAL TABLES TO FOLLOW -
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NATIONAL VISION, INC.	
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	
(In thousands except per share information)	
(Unaudited)	
								
	Three Months Ended		Nine Months Ended	
	  October 2, 2004		September 27, 2003		  October 2, 2004		September 27, 2003	
Retail sales, net	$	 55,427 	       	$	55,454 	       	$	169,603 	       	$	 157,962 	
Premium revenue	  1,943 		   1,679 		               5,663 		   4,666 	
Other revenue	536 		      413 		               1,409 		   1,029 	
								
Total net revenue	 57,906 		 57,546 		           176,675 		                163,657 	
Cost of goods sold	24,851 		 26,536 		             76,306 		 73,730 	
								
Gross profit	 33,055 		 31,010 		           100,369 		 89,927 	
Selling, general & administrative expense	 27,235 		 27,581 		             84,780 		 84,791 	
Restructuring expense	  		      484 		  		      484 	
Operating income	 5,820 		   2,945 		             15,589 		   4,652 	
Other income (expense), net:								
     Interest expense	  (2,455)		 (3,226)		              (8,206)		 (9,849)	
     Gain on repurchase of								
         Senior Subordinated Notes	   181 				               3,083 			
     Other income, net	      129 		        27 		 197 		      104 	
								
Earnings (loss) before taxes, discontinued								
     operations and cumulative effect of a  	 							
     change in accounting principle	   3,675 		    (254)		             10,663 		 (5,093)	
Income tax expense	  266 		  		 614 		  	
								
Net earnings (loss) before discontinued  								
     operations and cumulative effect of a  								
     change in accounting principle	   3,409 		    (254)		             10,049 		 (5,093)	
								
Discontinued operations:								
     Operating income from  								
     discontinued operations	384 		593 		               1,749 		   1,393 	
     Gain (loss) on disposal	     9 		        17 		  (57)		    (149)	
     Income tax expense	  (28)		 		  (98)		  	
Earnings from discontinued operations	 365 		      610 		               1,594 		   1,244 	
								
Earnings (loss) before cumulative effect								
     of a change in accounting principle	               3,774 		      356 		             11,643 		 (3,849)	
Cumulative effect of a change in								
     accounting principle	  		  		  		    (564)	
								
Net earnings (loss)	$ 	3,774 		$ 	 356 		$	11,643 		$	  (4,413)	
								
Earnings (loss) per common share:								
								
     Basic  	$	 0.73 		$	 0.07 		$	 2.29 		$	(0.88)	
								
     Diluted  	$	0.67 		$	0.07 		$ 	2.09 		$	(0.88)	
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	NATIONAL VISION, INC.	
	CONDENSED CONSOLIDATED BALANCE SHEETS	
	October 2, 2004 and January 3, 2004	
	(In thousands, except share and par value information)	
					
		  October 2, 2004			
		  (unaudited)	          	January 3, 2004	
	ASSETS				
	CURRENT ASSETS:				
	     Cash and cash equivalents	$  	 10,092 		$   	3,545	
	     Accounts receivable				
	          (net of allowance: 2004 - $741; 2003 - $769)	 3,067 		 3,078 	
	     Inventories	 15,143 		17,387 	
	     Other current assets	1,122 		 1,278 	
	     Deferred income tax asset	 7,202 		 7,305 	
	          Total current assets	 36,626 		             32,593 	
	PROPERTY AND EQUIPMENT, net	11,736 		             13,619 	
	INTANGIBLE VALUE OF CONTRACTUAL RIGHTS				
	     (net of accumulated amortization: 2004 - $25,097;				
	            2003 - $19,466)	 87,648 		 93,279 	
	OTHER ASSETS AND DEFERRED COSTS				
	     (net of accumulated amortization: 2004 - $1,133;				
	            2003 - $964)	684 		 806 	
		$ 	 136,694 		$	140,297 	
					
	LIABILITIES AND SHAREHOLDERS' EQUITY				
	CURRENT LIABILITIES:				
	     Accounts payable	 $   	 5,253 		$   	3,506 	
	     Accrued expenses and other current liabilities	 25,065 		25,132 	
	     Senior Subordinated Notes - current portion	  - 		545 	
	          Total current liabilities	30,318 		29,183 	
	DEFERRED INCOME TAX LIABILITY	 7,571 		 7,305 	
	OTHER LONG TERM LIABILITIES	117 		  	
	SENIOR SUBORDINATED NOTES	78,114 		 94,939 	
	COMMITMENTS AND CONTINGENCIES				
	SHAREHOLDERS' EQUITY:				
	     Preferred stock, $1 par value; 5,000,000 shares				
	          authorized, none issued				
	     Common stock,  $0.01 par value; 10,000,000 shares authorized,			
	          5,355,679 and 5,243,047 shares issued and outstanding				
	          at October 2, 2004 and January 3, 2004, respectively	 54 		 52 	
	     Additional paid-in capital	25,378 		 25,129 	
	     Deferred stock compensation	 (250)		(108)	
	     Retained deficit	 (4,289)		 (15,932)	
	     Accumulated other comprehensive loss	 (319)		(271)	
	          Total shareholders' equity	20,574 		 8,870 	
		$ 	136,694 		$ 	140,297 	

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NATIONAL VISION, INC.	
COMPUTATION OF CONSOLIDATED EBITDA	
Three and Nine Month Periods Ended October 2, 2004 and September 27, 2003	
(In thousands)	
								
	Three Months Ended		Nine Months Ended	
	October 2, 2004	     	September 27, 2003	     	October 2, 2004	    	September 27, 2003	
								
Net earnings (loss)	$	3,774 		$  	356		$  	11,643 		$	(4,413)	
Adjustment to net earnings (loss):								
     Interest expense, net	               2,326 		                   3,199 		               8,019 		                9,745 	
     Income tax expense	                  294 				                  712 			
     Gain on repurchase of Notes	                 (181)				              (3,083)			
     Deferred stock compensation	                    33 		                        27 		                    75 		                     27 	
     Cumulative effect of a change in  								
         accounting principle							  564 	
     Depreciation and amortization	               3,255 		                   3,888 		             10,105 		 11,993 	
								
     EBITDA	$	 9,501		$	7,470 		$ 	27,471 		$ 	17,916 	
This release includes statements concerning the Company's plans, beliefs and expectations for future periods.  These “forward-looking statements” may be identified by the use of words such as “intends,” “contemplates,” “believes,” “anticipates,” “expects,” “should,” “could,” “would” and words of similar import.  These forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from the expectations expressed or implied in such statements.  With respect to such forward-looking statements and others that may be made by, or on behalf of, the Company, the factors described as "Risk Factors" in the Company's Reports filed with the SEC, could materially affect the Company's actual results.
These risks and uncertainties include, among others, impaired relationships with the Company’s vendors or customers as a result of the Company’s high leverage and its potential inability to repay its debt, an adverse change in the Company’s relationship with Wal-Mart, changes in economic conditions (including an increase in interest rates), financial markets or customer demand, the level of competition in the retail eyecare industry, federal and state regulation of the healthcare and insurance industries (particularly in California), the Company's financial condition and other risks and uncertainties set forth in the Company's filings with the Securities and Exchange Commission. 
All forward-looking statements included in this release are based upon management's present expectations and the information available at this time. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or other factors.  
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