What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-06-29 compared with 2021-06-30 · 180 added, 133 removed, 358 unchanged (47% of the section changed)

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References to “MBS” refer to our subsidiary MBS Textbook Exchange, LLC.

References to “Student Brands” refer to our subsidiary Student Brands, LLC.

Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April.

“Fiscal 2021” means the 52 weeks ended May 1, 2021, “Fiscal 2020” means the 53 weeks ended May 2, 2020, and “Fiscal 2019” means the 52 weeks ended April 27,2019.

“Fiscal 2022” means the 52 weeks ended April 30, 2022, “Fiscal 2021” means the 52 weeks ended May 1, 2021, and “Fiscal 2020” means the 53 weeks ended May 2, 2020.

Barnes & Noble Education, Inc.

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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 1,417 physical, virtual, and custom bookstores and serve more than 6 million students, delivering essential educational content and tools within a dynamic omni channel retail environment.

We operate 1,427 physical, virtual, and custom bookstores and serve more than 6 million students, delivering essential educational content, tools and general merchandise items 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 and accelerate such capabilities through our recent Fanatics partnership, increase market share with new accounts, and expand our strategic opportunities through acquisitions and partnerships.

We expect general merchandise sales to increase over the long term, as our product assortments continue to emphasize and reflect changing consumer trends, and we evolve our presentation concepts and merchandising of products in stores and online, which we expect to be further enhanced and accelerated through our partnership with Fanatics Retail Group Fulfillment, LLC, Inc.

and Fanatics Lids College, Inc.

(collectively referred to herein as the “FLC Partnership”).

Through this partnership, we receive unparalleled product assortment, e-commerce capabilities and powerful digital marketing tools to drive increased value for customers and accelerate growth of our logo and emblematic general merchandise business.

We believe the Barnes & Noble brand (licensed from our former parent) along with our subsidiary brands, BNC and MBS, are synonymous with innovation in bookselling and campus retailing, 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 to our relationship with 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 made significant progress in the ongoing rollout of the BNC Adoption & Insights Portal, an innovative platform that provides enhanced support for faculty and academic leadership to research, submit and monitor course material selections, further driving affordability and student success.

We provide product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes.

We offer our BNC First Day ® inclusive access programs, consisting of First Day and First Day Complete , in which course materials, including both physical and digital content, are offered at a reduced price through a course fee or included in tuition, and delivered to students on or before the first day of class.

See Retail Segment discussion for additional information.

During Fiscal 2022, First Day total revenue increased 91% from the prior year period.

We expect to continue to introduce scalable and advanced digital solutions focused largely on the student, expand our e-commerce capabilities and accelerate such capabilities through our merchandising partnership with Fanatics Retail Group Fulfillment, LLC, Inc.

(“Fanatics”) and Fanatics Lids College, Inc.

(“FLC”) (collectively referred to herein as the “FLC Partnership”), increase market share with new accounts, and expand our strategic opportunities through acquisitions and partnerships.

We expect gross general merchandise sales and overall profitability to increase over the long term, as our product assortments continue to emphasize and reflect changing consumer trends, and we evolve our presentation concepts and merchandising of products in stores and online, which we expect to be further enhanced and accelerated through the FLC Partnership.

Comparable Store general merchandise sales increased by 76.1%, as compared to a 45.9% decline a year ago.

See Retail Segment discussion for additional information.

Technology-enabled learning is a rapid growth area in the higher education industry, as a growing number of students are enrolling in online services to complement print and digital course materials and classroom activities.

We continue to enhance our digital content and services in an efficient, low-cost/high-value manner to complement our course materials business.

Through our suite of online services, on both Student Brands and bartleby.com ® , we provide critical services for students to achieve better success throughout their academic journey accessible anytime and anywhere.

During Fiscal 2021, over 300,000 new subscribers paid for our bartleby ® suite of products and services, representing 70% growth over Fiscal 2020.

During Fiscal 2021 and the fourth quarter of Fiscal 2020, our business was significantly negatively impacted by the COVID-19 pandemic, resulting in an unprecedented material decline in revenue.

Please see our Part II - Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion.

Through our suite of online services, offered by both Student Brands and bartleby.com ® , we provide critical services for students to achieve success throughout their academic journey accessible anytime and anywhere.

See DSS Segment discussion for additional information.

COVID-19 Business Impact

During Fiscal 2022, our business continued to be significantly negatively impacted by the COVID-19 pandemic.

Despite the introduction of COVID-19 vaccines, the pandemic remains highly volatile and continues to evolve.

We cannot accurately predict the duration or extent of the impact of the COVID-19 virus, including variants, on enrollments, campus activities, university budgets, athletics and other areas that directly affect our business operations .

Although most four year schools

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returned to a traditional on-campus environment for learning in the Fall semester, as well as hosted traditional on campus sporting activities, there is still uncertainty about the duration and extent of the impact of the COVID-19 pandemic, including on enrollments at community colleges and by international students, the continuation of remote and hybrid class offerings, and its effect on our ability to source products, including textbooks and general merchandise offerings.

As we entered the Spring rush period in early January 2022, we continued to experience the ongoing effects of COVID-19 with the surge of the Omicron variant further impacting students return to campus and on-campus activities.

In early January, while the majority of schools brought students back to campus, some schools chose to conduct classes virtually for the beginning of the semester, while other schools chose to delay their start dates (and some schools both delayed the start of the semester and started classes virtually), thus reducing and/or delaying sales later into the quarter or shifting some sales to our fourth quarter.

We will continue to assess our operations and will continue to consider the guidance of local governments and our campus partners to determine how to operate our bookstores in the safest manner for our employees and customers.

Please see our Part II - Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview for further discussion.

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.

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Students have access to the right course materials at the right time, combined with a superior in-house customer service department to help with ordering, delivery, and digital content inquiries.

Students also have the flexibility of using financial aid, and for certain institutions, proprietary campus debit cards for their course material purchases.

At certain institutions, students also have the flexibility of using financial aid, and proprietary campus debit cards for their course material purchases.

The Retail Segment also offers our First Day and First Day Complete inclusive access programs, in which course materials, including both physical and digital content, are offered at a reduced price through a course fee or included in tuition, and delivered to students on or before the first day of class.

We have entered into several agreements with major publishers, including Cengage Learning, McGraw-Hill Education and Pearson Education, to distribute their digital content through First Day .

Through First Day , digital course materials are adopted by a faculty member for a single course, and students receive their materials through their learning management system.

First Day Complete is adopted by an institution and includes all classes, providing students both physical and digital materials.

The First Day Complete model drives substantially greater adoption rates and unit sell-through against enrollment for the bookstore.

In Fiscal 2022, First Day total sales increased by 91% from the prior year.

Additionally, the Retail Segment offers a suite of digital content and services to colleges and universities, including a variety of open education resources (“OER”) courseware.

In Fiscal 2021, in the Retail Segment, we signed contracts for 98 new physical and virtual bookstores for estimated first year annual sales of approximately $103 million, which is generally fully achieved as store becomes fully-operational in their first full year of operations.

See First Day Inclusive Access Programs discussion below.

In addition to First Day programs, the Retail Segment offers a suite of digital content and services to colleges and universities, including a variety of open education resources (“OER”) courseware.

In Fiscal 2022, in the Retail Segment, we signed contracts for 92 new physical and virtual bookstores for estimated first year annual sales of approximately $128 million, which is generally fully achieved as the store becomes fully-operational in their first full year of operations.

On a net basis, we generated $102 million in net new business, as we looked to prune some under-performing, less profitable stores, and certain other contracts were awarded to competitors.

Currently, we estimate that approximately 30% of college and university affiliated bookstores in the United States are operated by their respective institutions.

We anticipate an increasing trend towards outsourcing by schools in the campus bookstore market, and we intend to aggressively pursue these opportunities to grow our businesses.

We anticipate an increasing trend towards outsourcing by schools in the campus bookstore market, and we intend to aggressively pursue profitable new business opportunities to grow our Retail business footprint.

We evaluate each new contract based on established profitability measures to ensure we maintain a portfolio of profitable accounts.

Our ability to offer existing and prospective clients physical, virtual and custom store solutions is a key element of our competitive strategy.

During all of Fiscal 2021 and the fourth quarter of Fiscal 2020, our business experienced an unprecedented and significant impact as a result of COVID-19 related campus and school closures.

During Fiscal 2020 to Fiscal 2022, our business experienced an unprecedented and significant impact as a result of COVID-19 related campus and school closures.

Please see our Part II - Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on the impact of COVID-19 on our business.

Many colleges and K-12 schools were required to cease in-person classes in an attempt to limit the spread of the COVID-19 virus and

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ensure the safety of their students.

Although many academic institutions have reopened, some are providing alternatives to traditional in-person instruction, including online and hybrid learning options and significantly reduced classroom sizes.

Overall undergraduate higher education enrollment has been significantly negatively impacted by COVID-19.

As colleges and universities moved to online remote learning, our wholesale operations continued to serve our bookstore and virtual retail customers.

Additionally, the Wholesale operations assumed direct-to-student fulfillment of course material orders for the Retail Segment campus bookstores that were not fully operational due to COVID-19 campus store closures.

Together, our Retail and Wholesale businesses responded very quickly to the store closures, transitioning more than 300 stores to a Custom Store Solutions, or “CSS,” model.

Additionally, during the height of the pandemic, our Wholesale operations assumed direct-to-student fulfillment of course material orders for the Retail Segment campus bookstores that were not fully operational due to COVID-19 campus store closures.

During Fiscal 2021, our Retail and Wholesale businesses responded very quickly to the store closures, transitioning more than 300 stores to a Custom Store Solutions, or “CSS,” model.

Through the CSS model, a customer places their courseware order on a bookstore website, and that order is then directed to the MBS warehouse, which fills and ships the order directly to the customer.

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It underscores the strength of the virtual and fulfillment capabilities that MBS provides for the company and allows us to support customers through a difficult and uncertain time.

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First Day Inclusive Access Programs

• Through First Day, digital course materials are adopted by a faculty member for a single course, and students receive their materials through their learning management system.

• First Day Complete is adopted by an institution and includes all classes, providing students both physical and digital materials.

The First Day Complete model drives substantially greater unit sell-through for the bookstore.

Offering courseware sales through our inclusive access First Day and First Day Complete models is a key, and increasingly important strategic initiative of ours to meet the market demands of substantially reduced pricing to students, as well as the opportunity to improve student outcomes, while, at the same time, increasing our market share, revenue and relative gross profits of courseware sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

We expect these programs to allow us to ultimately reverse historical long-term trends in courseware revenue declines, which has occurred at the majority of schools where such programs have been adopted.

Partnership with Fanatics and FLC

In December 2020, we entered into a new merchandising partnership with Fanatics Retail Group Fulfillment, LLC, Inc.

(“Fanatics”) and Fanatics Lids College, Inc.

In December 2020, we entered into the FLC Partnership.

Fanatics’ cutting-edge e-commerce and technology expertise offers our campus stores expanded product selection, a world-class online and mobile experience, and a progressive direct-to-consumer platform.

Coupled with FLC, the leading standalone brick and mortar retailer focused exclusively on licensed fan and alumni products, our campus stores have improved access to trend and sales performance data on licensees, product styles, and design treatments.

Coupled with Lids (FLC's parent company), the leading standalone brick and mortar retailer focused exclusively on licensed fan and alumni products, our campus stores have improved access to trend and sales performance data on licensees, product styles, and design treatments.

We maintain our relationships with campus partners and remain responsible for staffing and managing the day-to-day operations of our campus bookstores.

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jointly made a strategic equity investment in BNED.

On April 4, 2021, as contemplated under the merchandising partnership agreement, FLC purchased our logo and emblematic general merchandise inventory.

As the logo and emblematic general merchandise sales are fulfilled by FLC and Fanatics, we recognize commission revenue earned for these sales on a net basis.

On April 4, 2021, as contemplated by the FLC Partnership's merchandising agreement, we sold our logo and emblematic general merchandise inventory to FLC, which was finalized during the first quarter of Fiscal 2022.

As contemplated by the FLC Partnership's e-commerce agreement, we began to transition certain of our e-commerce sites to Fanatics e-commerce sites for logo and emblematic products during the first quarter of Fiscal 2022.

As the logo and emblematic general merchandise sales are fulfilled by FLC and Fanatics, we recognize commission revenue earned for these sales on a net basis in our consolidated financial statements, as compared to the recognition of logo and emblematic general merchandise sales on a gross basis prior to April 4, 2021.

For additional information, see Part II - Item 8.

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Equity and Earnings Per Share .

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Physical and Custom Campus Bookstore Solutions

We operate 805 physical campus bookstores.

Our physical bookstores are typically operated under management agreements with the college or university to be the official university bookstore and the exclusive seller of course materials and supplies, including physical and digital products sold in-store, online or through learning management systems.

Our physical bookstores are typically operated under management agreements with the college or university to be the official college or university bookstore and the exclusive seller of course materials and supplies, including physical and digital products sold in-store, online or through learning management systems.

We pay the school a percentage of sales for the right to be the official college or university bookstore and the use of the premises;

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In addition, we have the non-exclusive right to sell all items typically sold in a college bookstore both in-store and online.

We also have the ability to integrate the store's systems with the university’s systems in order to accept student financial aid, university debit cards and other forms of payment.

We also have the ability to integrate the store's systems with the colleges and university’s systems in order to accept student financial aid, university debit cards and other forms of payment.

Our decentralized management structure empowers local teams to make decisions based on the local campus needs and fosters collaborative working relationships with our partners.

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Additionally, our virtual-only solutions, discussed below, also have the ability to offer ship-to-campus options.

The physical bookstore management contracts with colleges and universities typically include five year terms with renewal options and are typically cancelable by either party without penalty with 90 to 120 days' notice.

The physical bookstore management contracts with colleges and universities typically include five-year terms with renewal options and are typically cancellable by either party without penalty with 90 to 120 days' notice.

Our campus bookstores have an average relationship tenure of 15 years.

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Our virtual bookstores operate under a contract with the school as the exclusive online seller of course materials.

We operate as the institution’s official source of course materials with exclusive rights to booklists and access to online programs that link course materials to the courses offered by the school.

We operate as the institution’s official source of course materials with exclusive rights to book lists and access to online programs that link course materials to the courses offered by the school.

Our virtual-only solutions typically ship course materials directly to students, but also have the ability to offer ship-to-campus options.

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This division is primarily for direct-to-student sales.

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Customers and Distribution Network

As of May 1, 2021, we operate 769 physical college and university bookstore operations and 648 virtual bookstore operations (420 K-12 virtual stores or 65% and 228 Higher Education virtual stores or 35%) located in the United States, in 50 states and the District of Columbia.

As of April 30, 2022, we operate 805 physical college and university bookstore operations and 622 virtual bookstore operations (407 K-12 virtual stores or 65% and 215 Higher Education virtual stores or 35%) located in the United States, in 50 states and the District of Columbia.

Our Retail sales team is organized by specific territory and offer all solutions (physical, virtual or custom store solutions) to public, state, private, community college, trade and technical, for-profit, online education institutions, including K-12 locations, within their respective territories.

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Sales and rentals of course materials are a core revenue driver, and our faculty and student platforms operate as a seamless extension of our partner schools’ registration, student information and learning management systems.

Students can purchase affordable course materials, including new and used print, eTextbooks, and publisher digital courseware platforms, which are available for sale or rent.

We work directly with faculty to ensure the course materials they have chosen for their courses are available in all required formats before the start of classes.

Students can purchase course materials, including new and used print, eTextbooks, and publisher digital courseware platforms, which are available for sale or rent.

We work directly with faculty to ensure the course

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materials they have chosen for their courses are available in all required formats before the start of classes.

Our wholesale distribution channel enables our Retail Segment to optimize textbook sourcing, so they are able to more efficiently source and distribute a comprehensive inventory of affordable course materials to customers.

In Fiscal 2021, we made significant progress in the ongoing rollout of BNC Adoption & Insights Portal (“AIP”), an innovative platform that provides enhanced support for faculty and academic leadership to research, submit and monitor course material selections, further driving affordability and student success.

In Fiscal 2022, we continued to make significant progress in the ongoing rollout of BNC Adoption & Insights Portal (“AIP”), an innovative platform that provides enhanced support for faculty and academic leadership to research, submit and monitor course material selections, further driving affordability and student success.

• Inclusive Access.

We offer our BNC First Day ® inclusive access programs, consisting of First Day and First Day Complete in which course materials are offered at a reduced price through a course fee or included in tuition, and delivered to students on or before the first day of class.

As discussed above, we offer our BNC First Day ® inclusive access programs, consisting of First Day and First Day Complete in which course materials are offered at a reduced price through a course fee or included in tuition, and delivered to students on or before the first day of class.

We have partnered with VitalSource ® , to use their technology to power our First Day inclusive access platform, for digitally formatted courseware, allowing us to accelerate and optimize First Day implementations.

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Offering courseware sales through our inclusive access First Day and First Day Complete models is a key and increasingly important strategic initiative of ours to meet the market demands of substantially reduced pricing to students while, at the same time, increasing our market share, revenue and relative gross margins of courseware sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

• eTextbooks.

We have partnered with VitalSource ® , a global leader in building, enhancing and delivering digital content, on our digital reading platform and digital content catalog.

The partnership with VitalSource allows us to use its technology to power our First Day inclusive access platform, for digitally formatted courseware, allowing us to accelerate and optimize First Day implementations.

BNC OER+ , a turnkey solution for colleges and universities, offers advanced, affordable learning materials built on a high-quality foundation of OER and enhanced with digital content that includes videos, activities and auto-graded practice assessments that faculty can easily customize to align with class objectives.

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In Fiscal 2022, we had BNC OER+ sales to over 5,400 students at 51 unique colleges and universities, including technical colleges and online programs.

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• eTextbooks.

We have partnered with VitalSource ® , a global leader in building, enhancing and delivering digital content, on our digital reading platform and digital content catalog.

• General Merchandise .

For our physical campus bookstores and custom store solutions, we drive general merchandise sales through both in-store and online channels and feature collegiate and athletic apparel, other custom-branded school spirit products, lifestyle products, technology products, supplies and convenience items.

We continue to see significant growth in our general merchandise e-commerce sales, which we expect to be further bolstered through our FLC Partnership, as discussed above.

We have made continued progress in the development of our next generation e-commerce platform, which launched in Fiscal 2021 to deliver increased high-margin general merchandise sales.

We continue to see significant growth in our general merchandise e-commerce sales, which has been further bolstered through our FLC Partnership, as discussed above.

We have made continued progress in the development of our next generation e-commerce platform, which launched in Fiscal 2021.

We operate 8 True Spirit e-commerce websites, which are dedicated virtual stores that appeal specifically to the alumni and sports fan base.

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As market needs change, we are adapting our model to include more grab-and-go pre-packed fresh food items, simplified menus to reduce food waste and new technology to reduce operating complexity and make the customer experience more efficient.

During Fiscal 2021, we reduced the number of our cafe locations and their product offerings due to the COVID-19 pandemic.

• Brand Partnerships.

Through our unique relationship with students, colleges and universities, and our premier position on campus, we operate as a media channel for brands looking to target the college demographic, and derive revenue from these marketing programs.

Through our unique relationship with students, colleges and universities, and our premier position on campus and online, we operate as a media channel for brands looking to target the college demographic, and derive

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revenue from these marketing programs.

We also focus on promoting lifestyle products to students and faculty by promoting various brands to connect on a much more personal level.

We create strategic, integrated campaigns which include research, email, social media, display advertising, on-campus events, signage, and sampling.

Our client list includes brands such as Chase, Target, Masterpass, GEICO, DirecTV, GrubHub, Shutterfly, The New York Times and Tom's of Maine.

Our client list includes brands such as Capital One, College Ave, DirecTV, Dell, Medify Air, Samsung, Shutterfly, The Wall Street Journal, United Airlines, and Verizon.

Revenue from these services have higher margin rates due to the relatively low incremental cost structure to provide these services.

Merchandising and Supply Chain Management

Our purchasing procedures vary based on type of bookstore (physical or virtual) and by product type (i.e.

course materials, general merchandise or trade books).

Our purchasing procedures vary based on type of bookstore (physical or virtual) and by product type (i.e., course materials, general merchandise or trade books).

Course Materials and Trade Books

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Our broad wholesale distribution channel and warehousing systems also drive inventory efficiencies by using real-time information regarding title availability, edition status and market prices, allowing the Retail Segment to optimize its course material sourcing and purchasing processes.

During Fiscal 2020, we have restructured our management of physical courseware inventory ordering and fulfillment functions to better integrate our Retail and Wholesale personnel and centralize decision-making to achieve efficiencies, cost savings and a more streamlined approach.

After internal sourcing, the bookstore purchases remaining inventory needs from outside suppliers and publishers.

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We offer a “Cash for Books” program in which students can sell their books back to the physical or virtual bookstore at the end of the semester, typically in December and May.

Students typically receive up to 50% of the

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price they originally paid for the book if it has been adopted for a future class or the current wholesale price if it has not.

Recently, the impact of fewer students on campus due to COVID-19 has significantly impacted our on-campus buyback programs.

Students typically receive up to 50% of the price they originally paid for the book if it has been adopted for a future class or the current wholesale price if it has not.

Recently, the impact of fewer students on campus due to COVID-19 has significantly impacted our on-campus buyback programs which supplies Wholesale’s used textbook inventory for future selling periods.

The larger physical bookstores feature an expanded selection of trade books (general reading).

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Our ability to support and promote our partner schools’ brands strengthens our relationships with the administration, faculty, alumni, fans, parents and students.

Our ability to source school supplies and general merchandise sold in our campus bookstores, including technology-related products and emblematic clothing is impacted by broader macro-economic global supply chain issues.

Customer Engagement and Marketing

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We actively market and promote to all segments of our customer base for our physical and virtual bookstores, as well as Textbooks.com .

We develop fully-integrated marketing programs to drive engagement with the students, parents, alumni and fans to promote all of our product and services, with a focus on academic course material needs, as well as school spirit, supply and technology categories.

Textbooks.com marketing strategies target an online population of students, lifelong learners, parents and general textbook shoppers through a variety of channels including email, search engine marketing and affiliate marketing.

We have robust research capabilities that keep us ahead of the rapidly changing needs and behaviors of our customers, which allow us to proactively respond with relevant and dynamic solutions.

Our Barnes & Noble College Insights ® platform connects us to a community of over 11,000 students who help guide and inform our strategies and direction.

Our Barnes & Noble College Insights ® platform

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connects us to a community of over 11,000 students who help guide and inform our strategies and direction.

In addition, we expect to benefit from the FLC Partnership for insights on logo and emblematic merchandise, brand selection and style preferences, as FLC may be able to identify certain retail trends for similar age demographics at their 1,100 Lids retail locations.

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Our wholesale business also sources and distributes new and used textbooks to our 622 virtual bookstores.

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Additionally, through our Wholesale Segment, we sell hardware and a software suite of applications that provides inventory management and point-of-sale solutions to approximately 350 college bookstores.

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Together, our Retail and Wholesale businesses responded very quickly to the store closures, transitioning more than 300 stores to a Custom Store Solutions, or “CSS,” model.

Together, our Retail and Wholesale businesses responded very quickly to the store closures during Fiscal 2021, transitioning more than 300 stores to a Custom Store Solutions, or “CSS,” model.

Through the CSS model, a customer places their courseware order on a bookstore website, and that order is then directed to the MBS warehouse, which fills and ships the order directly to the customer.

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These consignment rental programs are available to our wholesale customers, including institutionally run and contract managed campus bookstores, as well as our physical and virtual bookstores.

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• Wholesale Inventory Management, Hardware and POS Software.

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We offer a “Cash for Books” program in which students can sell their books back to the store at the end of the semester, typically in December and May.

Recently, the impact of fewer students on campus due to COVID-19 has significantly impacted our on-campus buyback programs which supply Wholesale’s used textbook inventory for future selling periods.

Our ability to source new and used textbooks is also impacted by broader macro-economic global supply chain issues.

Our broad wholesale distribution channel and warehousing systems also drives inventory efficiencies, allowing us to optimize our textbook sourcing, purchasing and liquidation processes.

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Our wholesale business is highly seasonal, as a major portion of sales and operating profit is realized during the first, second and third fiscal quarters, when textbooks are sold for retail distribution.

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DIGITAL STUDENT SOLUTIONS SEGMENT

The Digital Student Solutions (“DSS”) Segment includes direct-to-student product and service offerings to assist students to study more effectively and improve academic performance, thus enabling them to gain the valuable skills necessary to succeed after college.

The Digital Student Solutions (“DSS”) Segment provides a suite of supplemental learning and study tools that are intended to complement the work that happens in classrooms and tutoring centers on campus.

These resources, available 24 hours a day, 7 days a week, enable students to get the support they need when they need it.

DSS 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 services.

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Our physical and virtual bookstore footprint, and associated student relationships, present a sizable addressable market for our digital products and services.

We continue to enhance and invest in our digital content and solutions to complement and leverage our bookstore and wholesale businesses.

Our well-established, deep relationships with college and university partners, as well as our physical presence on campus, provides us with a competitive advantage as we roll out new products and services on the campuses and universities we serve.

This integration with our other operating segments allows us to offer students products and services in an increasingly relevant, cost effective, and targeted way.

The addressable market outside our physical and virtual bookstore footprint is an additional area where we market these products and services to students.

We continue to expand our ecosystem of products and services through our own internal development, as well as by partnering with other companies to provide products and services designed to improve student success and outcomes.

In December 2020, we entered into an agreement with Wolfram|Alpha to develop a math solver as a new feature in our bartleby suite of homework help and learning solutions.

Powered by Wolfram|Alpha’s best-in-class computation engine, the math solver will allow students to access an interactive digital calculator that provides real-time, step-by-step explanations for even the most advanced math problems.

Customers and Service Offerings

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students can search for a topic, develop an outline, and access authenticity technology.

The content database allows students to leverage academic resources and references, with 60 million essays across 4 languages with subscribers representing more than 200 different countries.

Student Brands utilizes deep data analytics and artificial intelligence to drive its content management system, the “Content Brain” which is also leveraged across the bartleby service offering.

The content database allows students to leverage academic resources and references, with millions of essays across 4 languages.

Student Brands utilizes deep data analytics and artificial intelligence to drive its content management system, the

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“Content Brain” which is also leveraged across the bartleby service offering.

The study tools supplement the student’s learning ecosystem by assisting across multiple subjects and varied assignments on a digital platform.

Bartleby is a central offering in our developing ecosystem of direct-to-student digital products and services, accessible anytime and anywhere.

bartleby.com provides critical services for students to achieve better success throughout their academic journey.

The bartleby product offerings consist of bartleby learn™ available on the web or via the bartleby app, comprised of over 2 million textbook solutions, over 3 million question and answer solutions, and student guides;

bartleby write™ comprised of revision, plagiarism, citation and scoring tools;

and bartleby tutor™ comprised of online tutoring services.

We offer these online solutions to students via the internet, and market our offerings directly to students in our physical and virtual bookstore footprint and nationally to students through search engine optimization.

We provide these services in a direct-to-student subscription-based model.

Bartleby is a central offering in our direct-to-student digital products and services, accessible anytime and anywhere.

The bartleby product offerings consist of bartleby+ TM , bartleby learn™, bartleby write TM , and the recently launched bartleby institutional TM , which together comprised millions of textbook solutions, question and answer solutions, as well as 24/7 virtual writing assistant that helps students with spelling, grammar, citation building across various formats, plagiarism checks, essay building guideposts, preliminary scoring of essay quality and grade level.

We offer these products to students and market our offerings directly to institutions, as well as in our physical and virtual bookstore footprint and online through search engine optimization.

We provide these services in a subscription-based model.

Subscription revenue is deferred and recognized over the service period.

Customer Marketing Strategies

The implementation of our digital strategy initially relies on leveraging our bookstore relationships, both physical and virtual, to help accelerate the adoption of our digital products and services.

By leveraging our physical and virtual bookstore footprints among students and faculty of both K-12 schools and higher education institutions, as well with our search engine optimization efforts and marketing investment in other channels such as search engine marketing (“SEM”), we have substantially more opportunities to market the solutions students need to improve success in the classroom and beyond.

For Fiscal 2021, we have achieved over 300,000 customers subscribed for bartleby homework solutions and writing services

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utilizing marketing and promotional offers, both within our managed bookstore footprint and nationally to students, representing a small percentage of the total addressable market opportunity.

The ability to address student needs and help improve their success in the classroom and beyond through the bartleby suite of solutions is central to our marketing strategy.

We are uniquely positioned to do so by leveraging our bookstore relationships, both physical and virtual, to help accelerate the adoption of our digital products and services.

By leveraging our physical and virtual bookstore footprints among students and faculty of both K-12 schools and higher education institutions, we have substantially more opportunities to engage and market to this audience.

Our digital marketing efforts are also complemented by leveraging our search engine optimization efforts and through marketing investment in a multi-channel approach that includes other channels such as search engine marketing (“SEM”).

For bartleby homework solutions and writing services utilizing marketing and promotional offers, both within our managed bookstore footprint and nationally to students, representing a small percentage of the total addressable market opportunity.

Revenues and operating profit are realized relatively consistently throughout the year, although quarterly results may fluctuate depending on the timing of the start of the various schools' semesters.

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Our online/virtual course material store operations primarily face competition from eCampus and Akademos, and on occasion, Ambassador Educational Solutions.

We also face competition from direct-to-student course material channels, including Amazon, Chegg.com, publishers (e.g.

Cengage Learning, Pearson Education and McGraw-Hill Education) that bypass the retail distribution channel by selling directly to students and institutions and other third-party websites and/or local bookstores.

We also face competition from direct-to-student course material channels, including Amazon, Chegg.com, publishers (e.g., Cengage Learning, Pearson Education and McGraw-Hill Education) that bypass the retail distribution channel by selling directly to students and institutions and other third-party websites and/or local bookstores.

We face competition from eTextbook/digital content providers VitalSource Technologies, Inc.

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Competitors for our wholesale new and used textbook inventory and distribution include Amazon, BBA Solutions, Nebraska Book Company and Texas Book Company.

Our DSS Segment faces competition from other digital student solutions providers including Chegg.com, CourseHero, Grammarly, Quizlet, Noodle Tools, and Turnitin (iParadigms).

Our DSS Segment faces competition from other digital student solutions providers including Chegg.com, CourseHero, Grammarly, and Quizlet.

As we develop a wider range of products and services, our competitive landscape will change and include other competitors in the broader student services market.

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As tuition and other costs rise, colleges and universities face increasing pressure to attract and retain students and provide them with innovative, affordable educational content and tools that support their educational development.

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Current trends, competition and other factors affecting our business include:

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Many colleges and K-12 schools have been required to cease in-person classes in an attempt to limit the spread of the COVID-19 virus and ensure the safety of their students.

Although many academic institutions have reopened, they are considering alternatives to traditional in-person instruction, including online learning and significantly reduced classroom sizes.

Additionally, while many athletic conferences resumed their sport activities, fan attendance at the games was either eliminated or severely restricted, which further impacted the company’s general merchandise business.

While many athletic conferences resumed their sport activities, other events, such as parent and alumni weekends and prospective student campus tour activities, may still have been curtailed.

Additionally, our business, like many others has been affected by the challenging labor market and the ability to recruit employees.

• Economic Environment:

Retail general merchandise sales are subject to short-term fluctuations driven by the broader retail environment.

Retail general merchandise sales are subject to short-term fluctuations driven by the broader retail environment and other economic factors, such as interest rate fluctuations and inflationary considerations.

The broader macro-economic global supply chain issues have impacted our ability to source textbooks, school supplies and general merchandise sold in our campus bookstores, including technology-related products and emblematic clothing.

A significant reduction in U.S.

economic activity could lead to decreased consumer spending.

• Enrollment Trends.

The growth of our business depends on our ability to attract new customers and to increase the level of engagement by our current student customers.

We continue to see downward enrollment trends and shrinking resources from state and federal government for colleges and universities.

Enrollment trends, specifically at community colleges, generally correlate with changes in the economy and unemployment factors, e.g.

low unemployment tends to lead to low enrollment and higher unemployment rates tend to lead to higher enrollment trends, as students generally enroll to obtain skills that are in demand in the workforce.

We continue to see downward enrollment trends.

Enrollment trends, specifically at community colleges, generally correlate with changes in the economy and unemployment factors, e.g., low unemployment tends to lead to low enrollment and higher unemployment rates tend to lead to higher enrollment trends, as students generally enroll to obtain skills that are in demand in the workforce.

Enrollment trends have been negatively impacted overall by COVID-19 concerns at physical campuses.

A significant reduction in U.S.

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activity and increased unemployment could lead to decreased enrollment and consumer spending.

Additionally, enrollment trends are impacted by the dip in the United States birth rate resulting in fewer students at the traditional 18-24 year-old college age.

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Students and faculty can now choose from a wider variety of educational content and tools than ever before, delivered across both print and digital platforms.

• Increasing Costs Associated with Defending Against Security Breaches and Other Data Loss, Including Cyber-Attacks.

We are increasingly dependent upon information technology systems, infrastructure and data.

Cyber-attacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect.

We continue to invest in data protection, including insurance, and information technology to prevent or minimize these risks and, to date, we have not experienced any material service interruptions and are not aware of any material breaches.

• Distribution Network Evolving .

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Additionally, Wholesale is a national distributor for rental textbooks offered through McGraw-Hill Education's and Pearson Education’s consignment rental program, both of which are relatively nascent.

The broader macro-economic global supply chain issues may also impact our ability to

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source school supplies and general merchandise sold in our campus bookstores, including technology-related products and emblematic clothing.

◦ Price Competition.

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The scope of any such store closures remains uncertain, although we are not aware, at this time, of any significant volume of stores which we operate that are likely to close or have informed us of upcoming closures.

GOVERNMENT REGULATIONS

GOVERNMENT LAWS AND REGULATIONS

We are subject to a number of laws and regulations that affect companies conducting business on the Internet and in the education industry, many of which are still evolving and could be interpreted in ways that could harm our business.

For example, we often cannot be certain how existing laws and regulation, or new laws and regulations, will apply in the e-commerce and online context, including, but not limited to such topics as privacy, antitrust, credit card fraud, advertising, taxation, sweepstakes, promotions, content regulation, financial aid, scholarships, student matriculation and recruitment, quality of products and services and intellectual property ownership and infringement.

For example, we often cannot be certain how existing laws and regulations, or new laws and regulations, will apply in the e-commerce and online context, including, but not limited to such topics as privacy, antitrust, credit card fraud, advertising, taxation, sweepstakes, promotions, content regulation, financial aid, scholarships, student matriculation and recruitment, quality of products and services and intellectual property ownership and infringement.

Numerous laws and regulatory schemes have been adopted at the national and state level in the United States, and in some cases internationally, that have a direct impact on our business and operations.

The Controlling and Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and similar laws adopted by a number of states, regulate unsolicited commercial emails, create criminal penalties for emails containing fraudulent headers and control other abusive online marketing practices.

The Controlling and Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and similar laws adopted by most U.S.

states, which pertain directly or indirectly to commercial email, regulate unsolicited commercial emails, create criminal penalties for emails containing fraudulent headers and control other abusive online marketing practices.

Similarly, the U.S.

Federal Trade Commission (“FTC”) has guidelines that impose responsibilities on us with respect to communications with consumers and impose fines and liability for failure to comply with rules with respect to advertising or marketing practices they may deem misleading or deceptive.

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The Telephone Consumer Protection Act of 1991 (“TCPA”) restricts telemarketing and the use of automated telephone equipment.

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The Restore Online Shopper Confidence Act (“ROSCA”), and similar state laws, impose requirements and restrictions on online services that automatically charge payment cards on a periodic basis to renew a subscription service, if the consumer does not cancel the service.

Regulations related to the Program Participation Agreement of the U.S.

Department of Education and other similar laws regulate the recruitment of students to colleges and other institutions of higher learning.

Laws and regulations related to the Program Participation Agreement of the U.S.

Department of Education, which define the terms and conditions that an institution must meet to begin and continue participation in the Title IV federal student aid programs, and other similar laws regulate the recruitment of students to colleges and other institutions of higher learning.

The Digital Millennium Copyright Act (“DMCA”) provides relief for claims of circumvention of copyright protected technologies and includes a safe harbor intended to reduce the liability of online service providers for hosting, listing or linking to third-party content that infringes copyrights of others.

The Communications Decency Act provides that online service providers will not be considered the publisher or speaker of content provided by others, such as individuals who post content on an online service provider’s website.

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The Company is subject to certain laws relating to the collection, use, retention, security and transfer of personal information.

In many cases, these laws apply to not only third-party transactions, but also may impact transfers of personal information among the company and its affiliates.

In many cases, these laws and regulations apply to not only third-party transactions, but also may impact transfers of personal information among the company and its affiliates.

The General Data Protection Regulation (“GDPR”), became effective on May 18, 2018.

This European Union (“EU”) law governing data practices and privacy applies to all of our activities conducted from an establishment in the EU or related to certain of our products and services offered in the EU, and imposes a range of new compliance obligations regarding the handling of personal data.

The California Consumer Privacy Act (“CCPA”), became effective on January 1, 2020.

The California Consumer Privacy Act (“CCPA”), became effective on January 1, 2020, with enforcement commencing on July 1, 2020.

CCPA provides consumers the right to know what personal data companies collect, how it is used, and the right to access, delete and opt out of sale of their personal information to third parties.

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The CCPA also includes special requirements for California consumers under the age of 16.

The California Privacy Rights Act of 2020 (“CPRA”) will go into effect on January 1, 2023.

CPRA expands upon CCPA by strengthening rights of California consumers, further restricting business use of consumer personal information, and establishing a new government agency for enforcement.

The California Privacy Rights Act (“CPRA”) took effect on December 16, 2020, but most provisions of CPRA will not become operative until January 1, 2023.

CPRA amends and adds to CCPA by strengthening rights of California consumers, further restricting business use of consumer personal information, and establishing a new government agency for enforcement.

The Virginia Consumer Data Protection Act (“VCDPA”), similar in scope to CCPA, will also go into effect on January 1, 2023.

VCDPA is the second U.S.

state-level consumer privacy law after CCPA, but unlike California, will not apply to employees and business contacts, nor provide for a private right of action.

VCDPA also defines the “sale” of personal information narrowly, including only exchanges for monetary consideration.

Colorado is the third state to enact a comprehensive data privacy statute, the Colorado Privacy Act (“CPA”).

CPA takes effect on July 1, 2023.

Although similar in scope to VCDPA, CPA defines “sale” of personal information in the same manner as CCPA, which includes any exchange for monetary or any other valuable consideration.

The fourth U.S.

state privacy law to be enacted, the Utah Consumer Privacy Act (“UCPA”), is somewhat narrower in scope than other state privacy laws, and adopts the VCDPA’s definition of “sale” of personal information.

UCPA goes into effect on December 31, 2023.

On April 29, 2022, the Connecticut General Assembly advanced a bill that is likely to become the fifth state privacy law in the U.S.

The Connecticut bill, which resembles UCPA, CPA and VCDPA, would take effect on July 1, 2023.

In the absence of federal consumer privacy legislation, at least ten other U.S.

states have active privacy legislation bills pending.

HUMAN CAPITAL

As of May 1, 2021, we had 4,095 domestic employees, of which approximately 2,761 were full-time and the remaining were regularly scheduled part-time employees.

In addition, we employed approximately 6,500 temporary and seasonal employees during peak periods during Fiscal 2021.

Of our 2,761 full-time employees, approximately 2,014 work in our Retail Segment, 675 work in our Wholesale Segment, 45 work in our Digital Student Solutions Segment and 27 work in corporate support functions.

As of April 30, 2022, we had approximately 4,600 domestic employees, of which approximately 3,000 were full-time and the remaining were regularly scheduled part-time employees, and approximately 270 full-time international employees.

In addition, we employed approximately 7,200 temporary and seasonal domestic employees during peak periods during Fiscal 2022.

Of our approximate 3,200 full-time employees, 2,620 work in our Retail Segment, 210 work in our Wholesale Segment, 340 work in our Digital Student Solutions Segment and 30 work in corporate support functions.

Our employees are not represented by unions, except for 11 employees.

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To attract and retain motivated and talented people, we look for opportunities to promote from within the Company.

We recently completed an organizational restructuring in our Retail Segment that resulted in a significant number of employees being promoted to field leadership roles.

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We invest in our employees through structured training programs that offer all employees opportunities for development.

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Non-management employees are compensated on an hourly basis in addition to periodic contests and rewards.

Many of our employees participate in one of our various incentive programs, which provide the opportunity to receive additional compensation based upon department or Company performance.

Many of our employees participate in one of our

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various incentive programs, which provide the opportunity to receive additional compensation based upon department or Company performance.

We also provide our eligible employees the opportunity to participate in a 401(k) retirement savings plan which includes a 100% Company match of the employee’s elective contributions up to 4% of eligible compensation.

Although the 401(k) match was suspended as part of the Company’s cost-saving measures in response to the COVID-19 pandemic, we expect to reinstate it during Fiscal 2022.

We offer a competitive benefits package for eligible employees and an employee discount on merchandise purchased from our stores.

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We are focused on creating an inclusive culture and a diverse employee base to better serve our diverse customer base.

We provide programming to our employees on inclusion and diversity topics Approximately, 63% of our full-time and part-time employees identify as women and approximately 30% identify as ethnically diverse.

We have required all employees to complete training aimed at preventing harassment and discrimination and will be adding courses in Fiscal 2022 regarding inclusion and diversity and unconscious bias.

We provide programming to our employees on inclusion and diversity topics.

Approximately, 64% of our full-time and part-time domestic employees identify as women and approximately 33% identify as ethnically diverse.

We have required all employees to complete training aimed at preventing harassment and discrimination and will be adding training in Fiscal 2023 regarding inclusion and diversity and unconscious bias.

We have also created a D&I taskforce and engaged an outside consultant to evaluate current practices and impressions and assist us in educating employees on aspects of diversity and inclusion about which they may not have been aware.

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Name Age Position

Huseby 66 Chairman and Chief Executive Officer

Huseby 67 Chief Executive Officer and Director

Donohue 52 Executive Vice President, Chief Financial Officer

Henderson 64 Executive Vice President, Strategic Services, and President, MBS Textbook Exchange, LLC

Miller 49 Executive Vice President, Corporate Development and Affairs, and Chief Legal Officer, Secretary

Miller 50 Executive Vice President, Corporate Development & Affairs, Chief Legal Officer, and Secretary

Nenke 56 Executive Vice President, Consumer Digital and President, Digital Student Solutions

Paul 58 Senior Vice President, Chief Accounting Officer

Jonathan Shar 52 Executive Vice President, Retail

Huseby , age 66, serves as our Chairman of the Board of Directors and Chief Executive Officer.

Jonathan Shar 53 Executive Vice President, BNED Retail and President, Barnes & Noble College Booksellers, LLC

Huseby , age 67, serves as our Chief Executive Officer and a member of the Board of Directors.

He was a member of the Board of Directors of Barnes & Noble from January 2014 and served as the Chief Executive Officer of Barnes & Noble until the complete legal and structural separation of the Company from Barnes & Noble on August 2, 2015.

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Effective September 19, 2017, Mr.

Huseby became Chief Executive Officer of the Company in addition to his role as Chairman

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of the Board of Directors.

Huseby became Chief Executive Officer of the Company in addition to his role as Chairman of the Board of Directors.

Huseby served as Chairman of the Board of Directors of the Company from August 2, 2015 to June 25, 2022.

Previously, Mr.

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Huseby served as Executive Vice President, Finance and Administration, of AT&T Broadband, a leading provider of cable television services from 1999 to 2002, when it was sold to Comcast Corporation.

In addition, Mr.

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addition, Mr.

Huseby spent over 20 years at Arthur Andersen, LLP and Andersen Worldwide, S.C., where he held the position of Global Equity Partner serving a myriad of clients, including a number of large publicly-traded companies.

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Huseby served as chair of the Audit Committee and as a member of the Compensation Committee.

Since October 2019, Mr.

Huseby has served on the Board of Directors of Whip Media Group, a private technology-based company engaged in transforming the global entertainment content licensing ecosystem.

Donohue , age 52, serves as our Executive Vice President, Chief Financial Officer.

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He has also held management roles at Toy Distributors and Best Products, Inc.

Miller , age 49, serves as our Executive Vice President, Corporate Development and Affairs, and Chief Legal Officer, Secretary.

Miller , age 50, serves as our Executive Vice President, Corporate Development & Affairs, Chief Legal Officer, and Corporate Secretary.

Previously, Mr.

Miller served as Executive Vice President, Corporate Strategy and General Counsel.

Miller joined Barnes & Noble Education in April 2017 and also serves as Corporate Secretary.

Miller joined Barnes & Noble Education in April 2017.

Before joining the Company, he served as Executive Vice President, General Counsel and Secretary of Monster Worldwide, Inc.

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Miller was associated with both Sullivan & Cromwell, LLP and Winthrop, Stimson, Putnam & Roberts in New York.

Paul , age 57, joined the Company in July 2015 and serves as our Senior Vice President, Chief Accounting Officer.

In this role she manages external reporting and technical accounting, corporate accounting, and financial reporting functions of the Company.

Nenke, age 56, has served as our Executive Vice President, Consumer Digital and President, Digital Student Solutions (DSS) since September 2021.

Nenke joined the Company in March 2021 as President of DSS.

In his current role, Mr.

Nenke is responsible for the overall management and operations of the Company’s direct-to-consumer DSS segment.

This includes driving strategic growth and innovation for the Company’s bartleby ® suite of solutions, in addition to overseeing content strategy, marketing, technology, sales, operations, finance and product management within DSS.

Prior to joining the Company, Mr.

Nenke held management positions at Amazon.com from January 2008 to July 2020.

Nenke served as General Manager of Amazon Explore from August 2018, where he led a global team in the development and launch of Amazon Explore, an interactive live streaming retail service.

Prior to that, from September 2014, he served as General Manager of Amazon Cloud Drive and General Manager of Amazon Grocery, respectively.

He also held the role of Director of Finance, Consumables, at Amazon, as well as senior level finance roles at Coles Group and Cable & Wireless Optus.

Paul , age 58, has served as our Senior Vice President, Chief Accounting Officer since July 2015.

In this role she manages the external reporting, technical accounting, and corporate accounting functions of the Company.

Prior to joining the Company, Ms.

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and Liberty Mutual Insurance Company.

Jonathan Shar , age 52, serves as Executive Vice President, Retail.

Jonathan Shar , age 53, has served as our Executive Vice President, BNED Retail and President, Barnes & Noble College Booksellers, LLC since October 2021.

Prior to that, he served as Executive Vice President, Retail.

Shar has overall responsibility for the growth and profitability of the Company’s Retail segment, including the development and implementation of client-focused solutions that deliver innovation and increased value to the higher education marketplace.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business