Barnes & Noble Education, Inc. 10-Q

Item 1: Financial Statements BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (In thousands, except per share data) (unaudited) 13 weeks ended 26 weeks ended October 31, 2020 October 26, 2019 October 31, 2020 October 26, 2019 Sales: Product sales and other $ 551,832 $ 718,543 $ 745,042 $ 1,020,770 Rental income 43,653 53,685 54,457 71,115 Total sales 595,485 772,228 799,499 1,091,885 Cost of sales: Product and other cost of sales 452,475 553,070 618,240 791,401 Rental cost of sales 27,725 32,208 35,112 41,877 Total cost of sales 480,200 585,278 653,352 833,278 Gross profit 115,285 186,950 146,147 258,607 Selling and administrative expenses 91,972 113,404 162,015 211,095 Depreciation and amortization expense 13,193 15,546 27,256 31,425 Impairment loss (non-cash) — — — 433 Restructuring and other charges 3,387 1,569 9,058 3,035 Operating income (loss) 6,733 56,431 ( 52,182 ) 12,619 Interest expense, net 912 1,446 3,565 3,978 Income before income taxes 5,821 54,985 ( 55,747 ) 8,641 Income tax (benefit) expense ( 1,694 ) 19,054 ( 16,610 ) 4,865 Net income (loss) $ 7,515 $ 35,931 $ ( 39,137 ) $ 3,776 Income (Loss) per share of common stock: Basic $ 0.15 $ 0.75 $ ( 0.81 ) $ 0.08 Diluted $ 0.15 $ 0.74 $ ( 0.81 ) $ 0.08 Weighted average shares of common stock outstanding: Basic 48,804 47,853 48,608 47,717 Diluted 49,428 48,758 48,608 48,412 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except per share data) October 31, 2020 October 26, 2019 May 2, 2020 (unaudited) (unaudited) (audited) ASSETS Current assets: Cash and cash equivalents $ 7,353 $ 24,594 $ 8,242 Receivables, net 167,493 162,538 90,851 Merchandise inventories, net 457,677 475,422 428,939 Textbook rental inventories 50,736 68,167 40,710 Prepaid expenses and other current assets 23,762 18,494 16,177 Total current assets 707,021 749,215 584,919 Property and equipment, net 93,130 105,156 97,739 Operating lease right-of-use assets 286,038 289,722 250,837 Intangible assets, net 166,140 184,188 175,125 Goodwill 4,700 4,700 4,700 Deferred tax assets, net 8,231 8,039 7,805 Other noncurrent assets 31,734 39,235 35,307 Total assets $ 1,296,994 $ 1,380,255 $ 1,156,432 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 314,042 $ 387,704 $ 143,678 Accrued liabilities 134,181 197,220 95,420 Current operating lease liabilities 121,518 107,721 92,571 Short-term borrowings — — 75,000 Total current liabilities 569,741 692,645 406,669 Long-term operating lease liabilities 198,990 179,613 186,142 Other long-term liabilities 48,329 50,677 46,170 Long-term borrowings 99,500 — 99,700 Total liabilities 916,560 922,935 738,681 Commitments and contingencies — — — Stockholders' equity: Preferred stock, $ 0.01 par value; authorized, 5,000 shares; 0 shares issued and 0 shares outstanding — — — Common stock, $ 0.01 par value; authorized, 200,000 shares; issued, 53,316 , 52,139 and 52,140 shares, respectively; outstanding, 49,064 , 48,298 and 48,298 shares, respectively 533 521 521 Additional paid-in capital 735,647 730,501 732,958 Accumulated deficit ( 321,964 ) ( 240,801 ) ( 282,827 ) Treasury stock, at cost ( 33,782 ) ( 32,901 ) ( 32,901 ) Total stockholders' equity 380,434 457,320 417,751 Total liabilities and stockholders' equity $ 1,296,994 $ 1,380,255 $ 1,156,432 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) 26 weeks ended October 31, 2020 October 26, 2019 Cash flows from operating activities: Net (loss) income $ ( 39,137 ) $ 3,776 Adjustments to reconcile net (loss) income to net cash flows from operating activities: Depreciation and amortization expense 27,256 31,425 Content amortization expense 2,386 1,909 Amortization of deferred financing costs 541 541 Impairment loss (non-cash) — 433 Deferred taxes ( 426 ) ( 5,614 ) Stock-based compensation expense 2,701 4,181 Changes in other long-term liabilities 1,773 ( 2,130 ) Changes in operating lease right-of-use assets and liabilities 6,597 ( 2,389 ) Changes in other operating assets and liabilities, net 86,452 129,317 Net cash flows provided by operating activities 88,143 161,449 Cash flows from investing activities: Purchases of property and equipment ( 16,197 ) ( 19,255 ) Net change in other noncurrent assets 3,246 3,159 Net cash flows used in investing activities ( 12,951 ) ( 16,096 ) Cash flows from financing activities: Proceeds from borrowings under Credit Agreement 330,800 150,000 Repayments of borrowings under Credit Agreement ( 406,000 ) ( 283,500 ) Purchase of treasury shares ( 881 ) ( 1,265 ) Net cash flows used in financing activities ( 76,081 ) ( 134,765 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 889 ) 10,588 Cash, cash equivalents and restricted cash at beginning of period 9,008 14,768 Cash, cash equivalents and restricted cash at end of period $ 8,119 $ 25,356 Changes in other operating assets and liabilities, net: Receivables, net $ ( 76,642 ) $ ( 64,368 ) Merchandise inventories ( 28,738 ) ( 55,100 ) Textbook rental inventories ( 10,026 ) ( 21,166 ) Prepaid expenses and other current assets ( 7,585 ) ( 6,716 ) Accounts payable and accrued liabilities 209,443 276,667 Changes in other operating assets and liabilities, net $ 86,452 $ 129,317 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Equity (In thousands) (unaudited) Additional Common Stock Paid-In Accumulated Treasury Stock Total Shares Amount Capital Deficit Shares Amount Equity Balance at April 27, 2019 51,030 $ 510 $ 726,331 $ ( 244,577 ) 3,467 $ ( 31,636 ) $ 450,628 Stock-based compensation expense 2,321 2,321 Vested equity awards 56 1 ( 1 ) — Shares repurchased for tax withholdings for vested stock awards 12 ( 40 ) ( 40 ) Net loss ( 32,155 ) ( 32,155 ) Balance at July 27, 2019 51,086 $ 511 $ 728,651 $ ( 276,732 ) 3,479 $ ( 31,676 ) $ 420,754 Stock-based compensation expense 1,860 1,860 Vested equity awards 1,053 10 ( 10 ) — Shares repurchased for tax withholdings for vested stock awards 363 ( 1,225 ) ( 1,225 ) Net income 35,931 35,931 Balance at October 26, 2019 52,139 $ 521 $ 730,501 $ ( 240,801 ) 3,842 $ ( 32,901 ) $ 457,320 Additional Common Stock Paid-In Accumulated Treasury Stock Total Shares Amount Capital Deficit Shares Amount Equity Balance at May 2, 2020 52,140 $ 521 $ 732,958 $ ( 282,827 ) 3,842 $ ( 32,901 ) $ 417,751 Stock-based compensation expense 1,521 1,521 Vested equity awards 514 5 ( 5 ) — Shares repurchased for tax withholdings for vested stock awards 179 ( 342 ) ( 342 ) Net loss ( 46,652 ) ( 46,652 ) Balance August 1, 2020 52,654 $ 526 $ 734,474 $ ( 329,479 ) 4,021 $ ( 33,243 ) $ 372,278 Stock-based compensation expense 1,180 1,180 Vested equity awards 662 7 ( 7 ) — Shares repurchased for tax withholdings for vested stock awards 231 ( 539 ) ( 539 ) Net income 7,515 7,515 Balance October 31, 2020 53,316 $ 533 $ 735,647 $ ( 321,964 ) 4,252 $ ( 33,782 ) $ 380,434 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 3, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) Unless the context otherwise indicates, references in these Notes to the accompanying condensed consolidated financial statements to “we,” “us,” “our” and “the Company” refer to Barnes & Noble Education or "BNED", Inc., a Delaware corporation. References to “Barnes & Noble College” refer to our college bookstore business operated through our subsidiary Barnes & Noble College Booksellers, LLC. References to “MBS” refer to our virtual bookstore and wholesale textbook distribution business operated through our subsidiary MBS Textbook Exchange, LLC. References to “Student Brands” refer to our direct-to-student subscription-based writing services business operated through our subsidiary Student Brands, LLC. This Form 10-Q should be read in conjunction with our Audited Consolidated Financial Statements and accompanying Notes to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended May 2, 2020, which includes consolidated financial statements for the Company for each of the three fiscal years ended May 2, 2020, April 27, 2019 and April 28, 2018 (Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively) and the unaudited condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the 13 weeks ended August 1, 2020. Note 1. Organization Description of Business Barnes & Noble Education, Inc. (“BNED”) is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. We are also one of the largest textbook wholesalers, inventory management hardware and software providers, and a leading provider of digital education solutions. We operate 1,439 physical, virtual, and custom bookstores and serve more than 6 million students, delivering essential educational content and tools within a dynamic omnichannel retail environment. Additionally, we offer direct-to-student products and services to help students study more effectively and improve academic performance. The strengths of our business include our ability to compete by developing new products and solutions to meet market needs, our large operating footprint with direct access to students and faculty, our well-established, deep relationships with academic partners and stable, long-term contracts and our well-recognized brands. We expect to continue to introduce scalable and advanced digital solutions focused largely on the student, expand our e-commerce capabilities, increase market share with new accounts, and expand our strategic opportunities through acquisitions and partnerships. We expect general merchandise sales to continue to increase over the long term, as our product assortments continue to emphasize and reflect the changing consumer trends, and we evolve our presentation concepts and merchandising of products in stores and online, as we improve our e-commerce capabilities through investments we are making in new systems, processes and people. We believe the BNC and MBS brands are synonymous with innovation in bookselling and campus retail, and, are widely recognized and respected brands in the United States. Our large college footprint, reputation, and credibility in the marketplace not only support our marketing efforts to universities, students, and faculty, but are also important for leading publishers who rely on us as one of their primary distribution channels, and for being a trusted source for students in our direct-to-student digital solutions business. We have three reportable segments: Retail, Wholesale and DSS. For additional information related to our strategies, operations and segments, see Part I - Item 1. Business and Part II - Item 8. Financial Statements and Supplementary Data - Note 6. Segment Reporting in our Annual Report on Form 10-K for the fiscal year ended May 2, 2020 . In Fiscal 2020, we retained Morgan Stanley & Co. LLC to serve as a financial advisor in connection with our review of strategic opportunities. The review was designed to accelerate the execution of customer-focused strategic initiatives and enhance value for our shareholders, including, but not limited to, continued execution of our current business plan, new partnerships, joint ventures and other potential opportunities. On August 24, 2020, we announced that we had concluded our review of strategic opportunities. After extensive evaluation and deliberation, and in consultation with its financial and legal advisors, the Board unanimously determined that the continued execution of the Company’s current business plan is the best path forward for the Company and its shareholders. COVID-19 Business Impact Our business experienced an unprecedented and significant impact as a result of COVID-19 related campus store closures. Beginning in March 2020, colleges and universities nationwide began to close their campuses in light of safety concerns and as 7 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) a result of local and state issued stay-at-home orders. By mid-March, during our fiscal fourth quarter, we closed the majority of our physical campus stores to protect the health and safety of our customers and employees. While our campus stores were closed, we continued to serve institutions and students through our campus websites, providing free shipping on all orders and an expanded digital content offering to provide immediate access to course materials to students at our campuses that closed due to COVID-19. We developed and implemented plans to safely reopen our campus stores based on national, state and local guidelines, as well as the campus policies set by the school administration. Colleges and universities in the United States continue to adjust their plans for each academic term, with some implementing shortened semesters or choosing to remain fully virtual in order to best protect students and faculty. Our fiscal 2021 second quarter results were significantly impacted by the ongoing COVID-19 pandemic, as many schools continued to adjust their learning model and on-campus activities in response to the pandemic. Fewer students returned to campus this fall, as many schools implemented a remote learning model and curtailed on-campus classes and activities. While many big athletic conferences resumed their sport activities, fan attendance at the games was either eliminated or severely restricted, which further impacted the company’s high-margin general merchandise business. Additionally, sales were impacted by overall enrollment declines in higher education. The COVID-19 impact on higher education remains a fluid situation, and we are committed to supporting our campus partners through our flexible offerings and our ability to quickly pivot to ensure uninterrupted service as institutions manage the safety of their campuses. There is still uncertainty about the duration and extent of the impact of the COVID-19 pandemic. If economic conditions caused by the pandemic do not recover as currently estimated by management or market factors currently in place change, there could be a further impact to our results of operations, financial condition and cash flows from operations. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation Our condensed consolidated financial statements reflect our condensed consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly its consolidated financial position and the results of its operations and cash flows for the periods reported. These condensed consolidated financial statements are condensed and therefore do not include all of the information and footnotes required by GAAP. All material intercompany accounts and transactions have been eliminated in consolidation. Our business is highly seasonal. Our quarterly results also may fluctuate depending on the timing of the start of the various schools' semesters, as well as shifts in our fiscal calendar dates. These shifts in timing may affect the comparability of our results across periods. Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. Due to the seasonal nature of the business, the results of operations for the 13 and 26 weeks ended October 31, 2020 are not indicative of the results expected for the 52 weeks ending May 1, 2021 (Fiscal 2021). For certain of our retail operations, sales are generally highest in the second and third fiscal quarters, when students purchase and rent textbooks and other course materials for the typical academic year, and lowest in the first and fourth fiscal quarters. Sales attributable to our wholesale business are generally highest in our first, second and third quarters, as MBS sells textbooks and other course materials for retail distribution. Our DSS segment sales and operating profit are realized relatively consistently throughout the year. Use of Estimates In preparing financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Merchandise Inventories Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory are based on our history of liquidating non-returnable inventory. 8 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) Cost is determined primarily by the retail inventory method for our Retail segment and last-in first out, or “LIFO”, method for our Wholesale segment. Our textbook inventories, for Retail and Wholesale, and trade book inventories are valued using the LIFO method and the related reserve was not material to the recorded amount of our inventories. For our physical bookstores, we also estimate and accrue shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends. Textbook Rental Inventories Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period. The related amortization expense is included in cost of goods sold. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost. Leases We recognize lease assets and lease liabilities on the condensed consolidated balance sheet for all operating lease arrangements based on the present value of future lease payments as required by Accounting Standards Codification ("ASC") Topic 842, Leases . We do not recognize lease assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less). We recognize lease expense on a straight-line basis over the lease term for contracts with fixed lease payments, including those with fixed annual minimums, or over a rolling twelve-month period for leases where the annual guarantee resets at the start of each contract year, in order to best reflect the pattern of usage of the underlying leased asset. For additional information, see Note 5. Leases . Revenue Recognition and Deferred Revenue Product sales and rentals The majority of our revenue is derived from the sale of products through our bookstore locations, including virtual bookstores, and our bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of our products is recognized at the point in time when control of the products is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for the products. For additional information, see Note 4. Revenue. Retail product revenue is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. Wholesale product revenue is recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer. Additional revenue is recognized for shipping charges billed to customers and shipping costs are accounted for as fulfillment costs within cost of goods sold. Revenue from the rental of physical textbooks, which contains a single performance obligation, is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer. Rental periods are typically for a single semester and are always less than one year in duration. We offer a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so. We record the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, we accelerate any remaining deferred rental revenue at the point of sale. Revenue from the rental of digital textbooks, which contains a single performance obligation, is recognized at the point of sale. A software feature is embedded within the content of our digital textbooks, such that upon expiration of the rental term the customer is no longer able to access the content. While the digital rental allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, our performance obligation is complete. We estimate returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. For sales and rentals involving third-party products, we evaluate whether we are acting as a principal or an agent. Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the 9 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) customer. There are significant judgments involved in determining whether we control the specified goods or services prior to transferring them to the customer including whether we have the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where we are the principal, we record revenue on a gross basis, and for those transactions where we are an agent to a third-party, we record revenue on a net basis. We do not have gift card or customer loyalty programs. We do not treat any promotional offers as expenses. Sales tax collected from our customers is excluded from reported revenues. Our payment terms are generally 30 days and do not extend beyond one year. Service and other revenue Service and other revenue is primarily derived from DSS segment subscription-based service revenues and partnership marketing services which includes promotional activities and advertisements within our physical bookstores and web properties performed on behalf of third-party customers. Subscription-based revenue, which contains a single performance obligation, is deferred and recognized based on the passage of time over the subscription period commencing at the point of sale, when control of the service transfers to the customer. The majority of subscriptions sold are one month in duration. Partnership marketing agreements often include multiple performance obligations which are individually negotiated with our customers. For these arrangements that contain distinct performance obligations, we allocate the transaction price based on the relative standalone selling price method by comparing the standalone selling price (“SSP”) of each distinct performance obligation to the total value of the contract. The revenue is recognized as each performance obligation is satisfied, typically at a point in time for partnership marketing service and overtime for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions. Cost of Sales Our cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, content development cost amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses. Selling and Administrative Expenses Our selling and administrative expenses consist primarily of store payroll and store operating expenses. Selling and administrative expenses also include long-term incentive plan compensation expense and general office expenses, such as merchandising, procurement, field support, finance and accounting, and operating costs related to our DSS segment subscription-based services business. Shared-service costs such as human resources, legal, treasury, information technology, and various other corporate level expenses and other governance functions, are not allocated to any specific reporting segment and are recorded in Corporate Services. Evaluation of Goodwill and Other Long-Lived Assets As of October 31, 2020, we had $ 0 , $ 0 and $ 4,700 of goodwill on our condensed consolidated balance sheet related to our Retail, Wholesale and DSS reporting units, respectively. In accordance with ASC 350-10, Intangibles - Goodwill and Other, we complete our annual goodwill impairment test as of the first day of the third quarter of each fiscal year, or whenever events or changes in circumstances indicate that the carrying amount of the reporting unit exceeds its fair value. Our other long-lived assets include property and equipment and amortizable intangibles. As of October 31, 2020, we had $ 93,130 and $ 166,140 of property and equipment and amortizable intangible assets, net of depreciation and amortization, respectively, on our condensed consolidated balance sheet. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long -Lived Assets . During the fourth quarter of Fiscal 2020, in conjunction with COVID-19 related campus store closures, we evaluated certain of our long-lived assets associated with our Retail and Wholesale segments for impairment. Based on the results of the tests, for the Retail segment, we recognized an impairment loss of $587 during the fourth quarter of Fiscal 2020, related to store-level assets in restructuring and other charges on the condensed consolidated statement of operations. These long-lived 10 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) assets were not recoverable and had a de minimis fair value, as determined using an income approach (Level 3 input), resulting in a non-cash impairment charge for the full carrying value of those long-lived assets. During the 26 weeks ended October 31, 2020, COVID-19 related closed campus stores began to re-open with sales fulfilled either from the stores, from our Wholesale operations, or drop ship programs, as well as online direct-to-student services. We believe indicators of impairment do not exist and the carrying amount of our long-lived assets and property and equipment are recoverable and the fair value of the DSS reporting unit continues to exceed the carrying value of the reporting unit. During the 26 weeks ended October 26, 2019, we recorded an impairment loss (non-cash) of $ 433 in the Retail segment related to net capitalized development costs for a project which are not recoverable. Income Taxes As of October 31, 2020, other long-term liabilities includes $ 25,748 related to the long-term tax payable associated with the LIFO reserve. The LIFO reserve is impacted by changes in the consumer price index (“CPI”) and is dependent on the inventory levels at the end of our tax year (on or about January 31st) which is in the middle of our second largest selling cycle. At the end of the most recent tax year, inventory levels declined as compared to the prior year resulting in approximately $ 7,597 of the LIFO reserve becoming currently payable. Given recent trends relating to the pricing and rental of textbooks, management believes that an additional portion of the remaining long-term tax payable associated with the LIFO reserve could be payable within the next twelve months. We are unable to predict future trends for CPI and inventory levels, therefore it is difficult to project with reasonable certainty how much of this liability will become payable within the next twelve months. Note 3. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The ASU replaces the existing incurred loss impairment model for trade receivables with an expected loss model which requires the use of forward-looking information to calculate expected credit loss estimates. These changes may result in earlier recognition of credit losses. We adopted this guidance during the first quarter of Fiscal 2021 with no cumulative-effect adjustment to retained earnings. The guidance does not have a material impact on our condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance seeks to simplify the accounting for income taxes by removing the following exceptions: 1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance seeks to further simplify the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. This guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We are currently assessing whether we will early adopt this guidance, and the impact on our condensed consolidated financial statements is not currently estimable. 11 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) Note 4. Revenue Revenue from sales of our products and services is recognized either at the point in time when control of the products is transferred to our customers or over time as services are provided in an amount that reflects the consideration we expect to be entitled to in exchange for the products or services. See Note 2. Summary of Significant Accounting Policies for additional information related to our revenue recognition policies and Note 6. Segment Reporting for a description of each segment's product and service offerings. Disaggregation of Revenue The following table disaggregates the revenue associated with our major product and service offerings: 13 weeks ended 26 weeks ended October 31, 2020 October 26, 2019 October 31, 2020 October 26, 2019 Retail Product Sales $ 517,837 $ 674,042 $ 659,663 $ 920,417 Rental Income 43,653 53,685 54,457 71,115 Service and Other Revenue (a) 15,024 14,042 21,170 24,893 Retail Total Sales $ 576,514 $ 741,769 $ 735,290 $ 1,016,425 Wholesale Sales $ 36,387 $ 40,210 $ 116,681 $ 112,519 DSS Sales (b) $ 5,947 $ 5,215 $ 11,819 $ 10,589 Eliminations (c) $ ( 23,363 ) $ ( 14,966 ) $ ( 64,291 ) $ ( 47,648 ) Total Sales $ 595,485 $ 772,228 $ 799,499 $ 1,091,885 (a) Service and other revenue primarily relates to brand partnerships and other service revenues. (b) DSS sales primarily relate to direct-to-student subscription-based revenue. (c) The sales eliminations represent the elimination of Wholesale sales and fulfillment service fees to Retail and the elimination of Retail commissions earned from Wholesale. Contract Assets and Contract Liabilities Contract assets represent the sale of goods or services to a customer before we have the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract assets (unbilled receivables) were $ 0 as of October 31, 2020, October 26, 2019 and May 2, 2020 on our condensed consolidated balance sheets. Contract liabilities represent an obligation to transfer goods or services to a customer for which we have received consideration and consists of our deferred revenue liability (deferred revenue). Deferred revenue primarily consists of advanced payments from customers related to textbook rental and subscription-based performance obligations that have not yet been satisfied, as well as unsatisfied performance obligations associated with partnership marketing services. Deferred revenue is recognized ratably over the terms of the related rental or subscription periods, or when the contracted services are provided to our partnership marketing customers. Deferred revenue of $ 32,844 , $ 48,994 , and $ 13,373 is recorded within Accrued Liabilities on our condensed consolidated balance sheets for the periods ended October 31, 2020, October 26, 2019 and May 2, 2020, respectively. 12 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) The following table presents changes in contract liabilities: 26 weeks ended October 31, 2020 October 26, 2019 Deferred revenue at the beginning of period $ 13,373 $ 20,418 Additions to deferred revenue during the period 91,051 108,430 Reductions to deferred revenue for revenue recognized during the period ( 71,580 ) ( 79,854 ) Deferred revenue balance at the end of period $ 32,844 $ 48,994 As of October 31, 2020, we expect to recognize $ 32,844 of the deferred revenue balance within the next 12 months. Note 5. Leases We recognize lease assets and lease liabilities on the condensed consolidated balance sheets for substantially all lease arrangements as required by FASB ASC 842, Leases (Topic 842). Our portfolio of leases consists of operating leases comprised of operations agreements which grant us the right to operate on-campus bookstores at colleges and universities; real estate leases for office and warehouse operations; and vehicle leases. We do not have finance leases or short-term leases (i.e., those with a term of twelve months or less). We recognize a right of use ("ROU") asset and lease liability in our condensed consolidated balance sheets for leases with a term greater than twelve months. Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. Our lease terms generally range from one year to fifteen years and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year. Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: i) a percentage of revenues or sales arising at the relevant premises ("variable commissions"), and/or ii) operating expenses, such as common area charges, real estate taxes and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, we recognize lease expense on a straight-line basis over the lease term or over the contract year in order to best reflect the pattern of usage of the underlying leased asset and our minimum obligations arising from these types of leases. Our lease agreements do not contain any material residual value guarantees, material restrictions or covenants. We used our incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable. We utilized an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later. The following table summarizes lease expense: 13 weeks ended 26 weeks ended October 31, 2020 October 26, 2019 October 31, 2020 October 26, 2019 Variable lease expense $ 34,335 $ 24,140 $ 41,742 $ 31,010 Operating lease expense 59,778 74,566 69,574 99,960 Net lease expense $ 94,113 $ 98,706 $ 111,316 $ 130,970 The decrease in lease expense is primarily due to lower sales for contracts based on a percentage of revenue and the impact of the timing and reduction of minimum contractual guarantees. 13 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) The following table summarizes our minimum fixed lease obligations, excluding variable commissions, as of October 31, 2020: As of October 31, 2020 Remainder of Fiscal 2021 $ 110,668 Fiscal 2022 53,953 Fiscal 2023 45,690 Fiscal 2024 37,977 Fiscal 2025 31,539 Thereafter 88,826 Total lease payments 368,653 Less: imputed interest ( 48,145 ) Operating lease liabilities at period end $ 320,508 Future lease payment obligations related to leases that were entered into, but did not commence as of October 31, 2020, were not material. The following summarizes additional information related to our operating leases: As of October 31, 2020 Weighted average remaining lease term (in years) 5.5 years Weighted average discount rate 4.5 % Supplemental cash flow information: Cash payments for lease liabilities within operating activities $ 53,667 ROU assets obtained in exchange for lease liabilities from initial recognition $ 110,834 Note 6. Segment Reporting We have three reportable segments: Retail, Wholesale and DSS. Additionally, unallocated shared-service costs, which include various corporate level expenses and other governance functions, continue to be presented as “Corporate Services”. We identify our segments in accordance with the way our business is managed (focusing on the financial information distributed) and the manner in which our chief operating decision maker allocates resources and assesses financial performance. The following summarizes the three segments. For additional information about each segment's operations, see Part I - Item 1. Business in our Annual Report on Form 10-K for the fiscal year ended May 2, 2020 . Retail The Retail Segment operates 1,439 college, university, and K-12 school bookstores, comprised of 768 physical bookstores and 671 virtual bookstores. Our bookstores typically operate under agreements with the college, university, or K-12 schools to be the official bookstore and the exclusive seller of course materials and supplies, including physical and digital products. The majority of the physical campus bookstores have school-branded e-commerce sites which we operate and which offer students access to affordable course materials and affinity products, including emblematic apparel and gifts. The Retail Segment also offers inclusive access programs, in which course materials are offered at a reduced price through a fee charged by the institution or included in tuition, and delivered to students on or before the first day of class. Additionally, the Retail Segment offers a suite of digital content and services to colleges and universities, including a variety of open educational resource-based courseware. 14 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) Wholesale The Wholesale Segment is comprised of our wholesale textbook business and is one of the largest textbook wholesalers in the country. The Wholesale Segment centrally sources, sells, and distributes new and used textbooks to approximately 3,400 physical bookstores (including our Retail Segment's 768 physical bookstores) and sources and distributes new and used textbooks to our 671 virtual bookstores. Additionally, the Wholesale Segment sells hardware and a software suite of applications that provides inventory management and point-of-sale solutions to approximately 400 college bookstores. DSS The Digital Student Solutions (“DSS”) Segment includes direct-to-student products and services to assist students to study more effectively and improve academic performance. The DSS Segment is comprised of the operations of Student Brands, LLC, a leading direct-to-student subscription-based writing services business, and bartleby ® , a direct-to-student subscription-based offering providing textbook solutions, expert questions and answers, writing and tutoring. Corporate Services represents unallocated shared-service costs which include corporate level expenses and other governance functions, including executive functions, such as accounting, legal, treasury, information technology, and human resources. Intercompany Eliminations The eliminations are primarily related to the following intercompany activities: • The sales eliminations represent the elimination of Wholesale sales and fulfillment service fees to Retail and the elimination of Retail commissions earned from Wholesale, and • These cost of sales eliminations represent (i) the recognition of intercompany profit for Retail inventory that was purchased from Wholesale in a prior period that was subsequently sold to external customers during the current period and the elimination of Wholesale service fees charged for fulfillment of inventory for virtual store sales, net of (ii) the elimination of intercompany profit for Wholesale inventory purchases by Retail that remain in ending inventory at the end of the current period. Our international operations are not material and the majority of the revenue and total assets are within the United States. 15 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) Summarized financial information for our reportable segments is reported below: 13 weeks ended 26 weeks ended October 31, 2020 October 26, 2019 October 31, 2020 October 26, 2019 Sales: Retail $ 576,514 $ 741,769 $ 735,290 $ 1,016,425 Wholesale 36,387 40,210 116,681 112,519 DSS 5,947 5,215 11,819 10,589 Elimination ( 23,363 ) ( 14,966 ) ( 64,291 ) ( 47,648 ) Total Sales $ 595,485 $ 772,228 $ 799,499 $ 1,091,885 Gross Profit Retail $ 95,512 $ 160,940 $ 111,647 $ 223,079 Wholesale 10,714 12,535 27,471 27,453 DSS 4,662 4,141 9,408 8,555 Elimination 4,397 9,334 ( 2,379 ) ( 480 ) Total Gross Profit $ 115,285 $ 186,950 $ 146,147 $ 258,607 Depreciation and Amortization Retail $ 9,985 $ 11,696 $ 20,555 $ 23,673 Wholesale 1,322 1,483 2,617 3,048 DSS 1,855 2,335 4,020 4,639 Corporate Services 31 32 64 65 Total Depreciation and Amortization $ 13,193 $ 15,546 $ 27,256 $ 31,425 Operating Income (Loss) Retail $ 7,072 $ 50,267 $ ( 47,744 ) $ 15,225 Wholesale 5,246 6,459 16,917 15,053 DSS ( 2,196 ) ( 2,809 ) ( 3,651 ) ( 4,812 ) Corporate Services ( 7,844 ) ( 6,870 ) ( 15,396 ) ( 12,420 ) Elimination 4,455 9,384 ( 2,308 ) ( 427 ) Total Operating Income (Loss) $ 6,733 $ 56,431 $ ( 52,182 ) $ 12,619 13 weeks ended 26 weeks ended October 31, 2020 October 26, 2019 October 31, 2020 October 26, 2019 The following is a reconciliation of segment Operating Income (Loss) to consolidated Income (Loss) Before Income Taxes: Total Operating Income (Loss) $ 6,733 $ 56,431 $ ( 52,182 ) $ 12,619 Interest Expense, net 912 1,446 3,565 3,978 Income (Loss) Before Income Taxes $ 5,821 $ 54,985 $ ( 55,747 ) $ 8,641 16 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) Note 7. Equity and Earnings Per Share Equity Share Repurchases On December 14, 2015, our Board of Directors authorized a stock repurchase program of up to $ 50,000 , in the aggregate, of our outstanding Common Stock. The stock repurchase program is carried out at the direction of management (which may include a plan under Rule 10b5-1 of the Securities Exchange Act of 1934). The stock repurchase program may be suspended, terminated, or modified at any time. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. During the 26 weeks ended October 31, 2020, we did not repurchase shares of our Common Stock under the program and as of October 31, 2020, approximately $ 26,669 remains available under the stock repurchase program. During the 26 weeks ended October 31, 2020, we repurchased 410,560 shares of our Common Stock outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards. Earnings Per Share Basic EPS is computed based upon the weighted average number of common shares outstanding for the year. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the year. We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. During the 13 weeks ended October 31, 2020 and October 26, 2019, average shares of 1,932,628 and 1,218,994 were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive, respectively. During the 26 weeks ended October 31, 2020 and October 26, 2019, average shares of 2,849,291 and 1,529,877 were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive, respectively. 17 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) The following is a reconciliation of the basic and diluted earnings per share calculation: 13 weeks ended 26 weeks ended (shares in thousands) October 31, 2020 October 26, 2019 October 31, 2020 October 26, 2019 Numerator for basic earnings per share: Net income (loss) available to common shareholders $ 7,515 $ 35,931 $ ( 39,137 ) $ 3,776 Less allocation of earnings to participating securities ( 6 ) ( 21 ) — ( 2 ) Net income (loss) available to common shareholders $ 7,509 $ 35,910 $ ( 39,137 ) $ 3,774 Numerator for diluted earnings per share: Net income (loss) available to common shareholders $ 7,509 $ 35,910 $ ( 39,137 ) $ 3,774 Allocation of earnings to participating securities 6 21 — 2 Less diluted allocation of earnings to participating securities ( 6 ) ( 20 ) — ( 2 ) Net income (loss) available to common shareholders $ 7,509 $ 35,911 $ ( 39,137 ) $ 3,774 Denominator for basic earnings per share: Basic weighted average shares of Common Stock 48,804 47,853 48,608 47,717 Denominator for diluted earnings per share: Basic weighted average shares of Common Stock 48,804 47,853 48,608 47,717 Average dilutive restricted stock units 235 444 — 334 Average dilutive performance shares — — — 14 Average dilutive restricted shares 18 12 — 11 Average dilutive performance share units 224 449 — 336 Average dilutive stock options 147 — — — Diluted weighted average shares of Common Stock 49,428 48,758 48,608 48,412 Earnings (Loss) per share of Common Stock: Basic $ 0.15 $ 0.75 $ ( 0.81 ) $ 0.08 Diluted $ 0.15 $ 0.74 $ ( 0.81 ) $ 0.08 Note 8. Fair Values of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures , the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1—Observable inputs that reflect quoted prices in active markets Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3—Unobservable inputs in which little or no market data exists, therefore requiring us to develop our own assumptions Our financial instruments include cash and cash equivalents, receivables, accrued liabilities and accounts payable. The fair values of cash and cash equivalents, receivables, accrued liabilities and accounts payable approximates their carrying values because of the short-term nature of these instruments, which are all considered Level 1. The fair value of short-term and long-term debt approximates its carrying value. 18 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) We granted phantom share units as long-term incentive awards which are settled in cash based on the fair market value of a share of common stock of the Company at each vesting date. The fair value of the liability for the cash-settled phantom share unit awards will be remeasured at the end of each reporting period through settlement to reflect current risk-free rate and volatility assumptions. As of October 31, 2020, we recorded a liability of $ 224 (Level 2 input) which is reflected in accrued liabilities ($ 130 ) and other long-term liabilities ($ 94 ) on the condensed consolidated balance sheet. For additional information, see Note 12. Long-Term Incentive Plan Compensation Expense . Note 9. Credit Facility We have a credit agreement (the “Credit Agreement”), amended March 1, 2019, under which the lenders committed to provide us with a 5 -year asset-backed revolving credit facility in an aggregate committed principal amount of $ 400,000 (the “Credit Facility”) effective from the date of the amendment. We have the option to request an increase in commitments under the Credit Facility of up to $ 100,000 , subject to certain restrictions. Proceeds from the Credit Facility are used for general corporate purposes, including seasonal working capital needs. The agreement includes an incremental first in, last out seasonal loan facility (the “FILO Facility”) for a $ 100,000 incremental facility maintaining the maximum availability under the Credit Agreement at $ 500,000 . On March 2, 2020, we were granted a waiver to the condition to the upcoming draw under the FILO Facility, scheduled for April 2020, that Consolidated EBITDA (as defined in the Credit Agreement) minus Restricted Payments (as defined in the Credit Agreement) equal at least $90,000. For additional information including interest terms and covenant requirements related to the Credit Facility, refer to Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity in our Annual Report on Form 10-K for the fiscal year ended May 2, 2020. During the 26 weeks ended October 31, 2020, we borrowed $ 330,800 and repaid $ 406,000 under the Credit Agreement, with $ 99,500 of outstanding borrowings as of October 31, 2020, comprised entirely of borrowings under the Credit Facility. During the 26 weeks ended October 26, 2019, we borrowed $ 150,000 and repaid $ 283,500 under the Credit Agreement, with no outstanding borrowings as of October 26, 2019. As of both October 31, 2020 and October 26, 2019, we have issued $ 4,759 in letters of credit under the Credit Facility. Note 10. Supplementary Information Impairment Loss (non-cash) We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets . During the 26 weeks ended October 26, 2019, we recognized an impairment loss (non-cash) of $ 433 in the Retail segment related to net capitalized development costs for a project which are not recoverable. Restructuring and other charges During the 13 and 26 weeks ended October 31, 2020, we recognized restructuring and other charges totaling $ 3,387 and $ 9,058 , respectively, comprised primarily of $ 1,075 and $ 4,471 , respectively, for severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction objectives ($ 7,092 is included in accrued liabilities in the consolidated balance sheet as of October 31, 2020), $ 2,255 and $ 4,472 , respectively, for professional service costs related to restructuring, process improvements, the financial advisor strategic review process, and shareholder activist activities, and $ 57 and $ 114 , respectively, related to liabilities for a facility closure. During the 13 and 26 weeks ended October 26, 2019, we recognized restructuring and other charges totaling $ 1,569 and $ 3,035 , respectively, comprised primarily of $ 88 and $ 819 , respectively, for severance and other employee termination and benefit costs associated with several management changes and the elimination of various positions as part of cost reduction objectives, and $ 1,481 and $ 2,216 , respectively, for professional service costs related to restructuring and process improvements. Note 11. Employee Benefit Plans We sponsor defined contribution plans for the benefit of substantially all of the employees of BNC and DSS. MBS maintains a profit sharing plan covering substantially all full-time employees of MBS. For all plans, we are responsible to fund the employer contributions directly. Total employee benefit expense for these plans was $ 0 and $ 1,301 during the 13 weeks 19 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) ended October 31, 2020 and October 26, 2019, respectively. Total employee benefit expense for these plans was $ 0 and $ 2,839 during the 26 weeks ended October 31, 2020 and October 26, 2019, respectively. Effective April 2020, due to the significant impact as a result of COVID-19 related campus store closures, we have temporarily suspended employer matching contributions into our 401(k) plans through the end of December 2020 (the first 9 months of Fiscal 2021). Note 12. Long-Term Incentive Plan Compensation Expense We recognize compensation expense for restricted stock awards and performance share awards ratably over the requisite service period of the award, which is generally three years. We recognize compensation expense for these awards based on the number of awards expected to vest, which includes an estimated average forfeiture rate. We calculate the fair value of these awards based on the closing stock price on the date the award was granted. For those awards with market conditions, we have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied. For stock options granted with an "at market" exercise price, we determined the grant fair value using the Black-Scholes model and for stock options granted with "a premium" exercise price, we determined the grant date fair value using the Monte Carlo simulation model. The fair value models for stock options use assumptions that include the risk-free interest rate, expected volatility, expected dividend yield and expected term of the options. During the 26 weeks ended October 31, 2020, we granted the following awards: • 243,905 restricted stock units ("RSU") awards and 146,343 restricted stock ("RS") awards with a one year vesting period to the Board of Directors ("BOD") members for annual compensation. • 1,250,518 stock options with an exercise price of $ 2.46 per stock option, which was the fair market value on the date of grant (Stock Option Grant #1) and 1,250,518 stock options with an exercise price of $ 5.00 per stock option (Stock Option Grant #2) granted to employees. The stock options are exercisable in four equal annual installments commencing one year after the date of grant and have a ten year term. Holders are not entitled to receive dividends (if any) prior to vesting and exercise of the options. The following summarizes the stock option fair value assumptions: Stock Option Grant #1 Stock Option Grant #2 Exercise Price $ 2.46 $ 5.00 Valuation method utilized Black-Scholes Monte Carlo Risk-free interest rate 0.27 % 0.68 % Expected option term 6.2 years 10.0 years Company volatility 73 % 73 % Dividend yield — % — % Grant date fair value per award $ 1.58 $ 1.28 The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected stock option term. For Stock Option Grant #1, we are permitted to use the simplified approach to estimate the expected term of the stock options, which typically assumes exercise occurs at the mid-point between the end of the vesting period and the expiration date. The simplified approach is not allowed for premium-priced options (Stock Option Grant #2), which were estimated using a stock price multiple, as there is no option exercise history which to base an early exercise option. The expected stock option term represents the weighted average period of time that stock options granted are expected to be outstanding, based on vesting schedules and the contractual term of the stock options. Volatility is based on the historical volatility of the Company’s common stock over a period of time corresponding to the expected stock option term. • 2,345,528 phantom share units granted to employees. Each phantom share represents the economic equivalent to one share of the Company's common stock and will be settled in cash based on the fair market value of a share of common stock at each vesting date in an amount not to exceed $ 7.38 per share. The phantom shares vest and will be settled in three equal installments commencing one year after the date of grant. The fair value of the phantom shares was determined using the closing stock price on the date of the award less the fair value of the call option which was 20 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) estimated using the Black-Scholes model. The average fair value on the date of grant was $ 1.88 per phantom share using risk-free rates ranging from 0.12%-0.15% for the three tranches and annual volatility ranging from 86%-114% for the three tranches. The fair value of the liability for the cash-settled phantom share unit awards will be remeasured at the end of each reporting period through settlement to reflect current risk-free rate and volatility assumptions. As of October 31, 2020, we recorded a liability of $ 224 (Level 2 input) which is reflected in accrued liabilities and other long-term liabilities on the condensed consolidated balance sheet. We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows: 13 weeks ended 26 weeks ended October 31, 2020 October 26, 2019 October 31, 2020 October 26, 2019 Stock-based awards Restricted stock expense $ 20 $ 30 $ 50 $ 60 Restricted stock units expense 976 1,722 2,335 3,712 Performance shares expense — — — 12 Performance share units expense 73 108 205 397 Stock option expense 111 — 111 — Sub-total stock-based awards: $ 1,180 $ 1,860 $ 2,701 $ 4,181 Cash settled awards Phantom share units expense $ 224 $ — $ 224 $ — Total compensation expense for long-term incentive awards $ 1,404 $ 1,860 $ 2,925 $ 4,181 Total unrecognized compensation cost related to unvested awards as of October 31, 2020 was $ 12,261 and is expected to be recognized over a weighted-average period of 2.5 years. Note 13. Income Taxes We recorded an income tax benefit of $( 1,694 ) on pre-tax income of $ 5,821 during the 13 weeks ended October 31, 2020, which represented an effective income tax rate of ( 29.1 )% and income tax expense of $ 19,054 on pre-tax income of $ 54,985 during the 13 weeks ended October 26, 2019, which represented an effective income tax rate of 34.7 %. We recorded an income tax benefit of $( 16,610 ) on pre-tax loss of $( 55,747 ) during the 26 weeks ended October 31, 2020, which represented an effective income tax rate of 29.8 % and income tax expense of $ 4,865 on pre-tax income of $ 8,641 during the 26 weeks ended October 26, 2019, which represented an effective income tax rate of 56.3 %. The effective tax rate for the 13 and 26 weeks ended October 31, 2020 is lower as compared to the prior year comparable period due to permanent differences and the impact of benefits available to the Company as a result of the CARES Act in the current year. Note 14. Legal Proceedings We are involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters. The results of these proceedings in the ordinary course of business are not expected to have a material adverse effect on our condensed consolidated financial position, results of operations, or cash flows. Between January 22, 2020 and June 15, 2020, thirteen purported class action complaints were filed in the United States District Court for the District of Delaware, the United States District Court for the District of New Jersey, and the United States District Court for the Northern District of Illinois against the Company, along with several publishers, another collegiate bookstore retailer, and an industry association. The plaintiffs are retailers of collegiate course materials or current or former 21 Table of Contents BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the 26 weeks ended October 31, 2020 and October 26, 2019 (Thousands of dollars, except share and per share data) (unaudited) college students. Although the specific allegations vary, the plaintiffs generally claim, on their own behalf and on behalf of the purported classes, that the Company and the other defendants violated Section 1 of the Sherman Act (15 U.S.C. § 1), Section 2 of the Sherman Act (15 U.S.C. § 2), Section 13(a) of the Robinson-Patman Act (15 U.S.C. §13(a)), and various state antitrust and unfair trade practices laws for alleged activities in connection with inclusive access and the sale of course materials to universities and their students. The United States Judicial Panel on Multidistrict Litigation has consolidated these and other related cases in a consolidated proceeding before the Hon. Denise L. Cote of the United States District Court for the Southern District of New York. On October 16, 2020, three named student plaintiffs filed a Consolidated Amended Complaint, as did the retailer plaintiffs. We intend to vigorously defend this matter and are currently unable to estimate any potential losses. Note 15. Subsequent Event On November 9, 2020, the Company's Executive Vice President, Corporate Development and President, Digital Student Solutions resigned as an officer of the Company, effective as of November 30, 2020, in conjunction with the consolidation and elimination of the role. In connection with the resignation and resignation letter agreement, the former officer will receive a lump sum payment totaling $ 1,142 . For additional information, see the Form 8-K filed with the SEC on November 12, 2020. 22 Table of Contents