What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-06-29 compared with 2021-06-30 · 32 added, 26 removed, 70 unchanged (45% of the section changed)

2 unchanged sentences

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “BNED.”

As of May 1, 2021, 51,378,913 shares of our common stock and 0 shares of our preferred stock were outstanding.

We have reserved 10,409,345 shares of common stock for future grants in accordance with the Barnes & Noble Education Inc.

Following our shareholders approval of an amendment to the Equity Incentive Plan to increase the number of shares available for issuance by an additional 3,000,000 shares of our Common Stock, we have reserved an aggregate of 13,409,345 shares of common stock for future grants in accordance with the Barnes & Noble Education Inc.

Equity Incentive Plan .

1 unchanged sentence

Long-Term Incentive Compensation Expense .

Index to Form 10-K Index to FS

Repurchase of Shares

4 unchanged sentences

During Fiscal 2022, 2021, and 2020, we did not repurchase shares under the stock repurchase program.

As of May 1, 2021, approximately $26.7 million remains available under the stock repurchase program.

During the years ended May 1, 2021, May 2, 2020, and April 27, 2019, we also repurchased 414,174 shares, 374,733 shares, and 351,043 shares of our common stock in connection with employee tax withholding obligations for vested stock awards, respectively.

As of April 30, 2022, approximately $26.7 million remains available under the stock repurchase program.

During the years ended April 30, 2022, May 1, 2021, and May 2, 2020, we also repurchased 239,751, 414,174 shares, and 374,733 shares of our common stock in connection with employee tax withholding obligations for vested stock awards, respectively.

We paid no other dividends to common stockholders during Fiscal 2022, Fiscal 2021 and Fiscal 2020.

We do not intend to pay dividends on our common stock in the foreseeable future.

We do not intend to pay dividends on our common stock in the foreseeable future and dividend payments are not permitted under current or future financing arrangements.

On June 7, 2022, subsequent to the end of Fiscal 2022, we entered into a Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC and we entered an amendment to the Credit Agreement.

See Part II - Item 8.

Financial Statements and Supplementary Data - Note 7 - Credit Facility and Note 16.

Subsequent Event for details.

Index to Form 10-K Index to FS

SELECTED FINANCIAL DATA

9 unchanged sentences

Total sales 1,531,400 1,433,890 1,851,063 2,034,643 2,203,617

Cost of sales:

Cost of sales (exclusive of depreciation and amortization expense):

Product and other cost of sales

5 unchanged sentences

Depreciation and amortization expense 49,381 52,967 61,860 65,865 65,586

Impairment loss (non-cash) (d)

Impairment loss (non-cash) (f)

6,411 27,630 433 57,748 313,130

Restructuring and other charges (d)

Restructuring and other charges (e)

944 10,678 18,567 7,233 5,429

Transaction costs (e)

Transaction costs (f)

— — — 654 2,045

Operating (loss) income (176,176) (42,783) (27,654) (262,703) 13,555

Operating loss (67,416) (176,894) (42,783) (27,654) (262,703)

Interest expense, net 10,096 8,087 7,445 9,780 10,306

(Loss) earnings before taxes (184,263) (50,228) (37,434) (273,009) 10,091

Income tax (benefit) expense (52,476) (11,978) (13,060) (20,443) 4,730

Net (loss) income $ (131,787) $ (38,250) $ (24,374) $ (252,566) $ 5,361

(Loss) Earnings per common share:

Loss before income taxes (77,512) (184,981) (50,228) (37,434) (273,009)

Income tax benefit (8,655) (45,171) (11,978) (13,060) (20,443)

Net loss $ (68,857) $ (139,810) $ (38,250) $ (24,374) $ (252,566)

Loss per common share:

Basic $ (1.33) $ (2.81) $ (0.80) $ (0.52) $ (5.40)

3 unchanged sentences

Diluted 51,797 49,669 48,013 47,306 46,763

Index to Form 10-K Index to FS

Fiscal Year (a)

2 unchanged sentences

OTHER OPERATING DATA:

Adjusted EBITDA (non-GAAP) (f)

Adjusted EBITDA (non-GAAP) (g)

$ (4,792) $ (65,625) $ 42,159 $ 104,942 $ 126,760

Adjusted Earnings (non-GAAP) (f)

Adjusted Earnings (non-GAAP) (g)

$ (55,614) $ (96,523) $ (21,126) $ 25,412 $ 56,949

3 unchanged sentences

Number of virtual stores at period end 622 648 647 676 676

Index to Form 10-K Index to FS

Fiscal Year (a)

9 unchanged sentences

(a) 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, “Fiscal 2019” means the 52 weeks ended April 27, 2019, “Fiscal 2018” means the 52 weeks ended April 28, 2018, and “Fiscal 2017” means the 52 weeks ended April 29, 2017.

(b) During Fiscal 2021 and Fiscal 2020, our business experienced an unprecedented and significant impact as a result of the COVID-19 pandemic.

“Fiscal 2022” means the 52 weeks ended April 30, 2022, “Fiscal 2021” means the 52 weeks ended May 1, 2021, “Fiscal 2020” means the 53 weeks ended May 2, 2020, “Fiscal 2019” means the 52 weeks ended April 27, 2019, and “Fiscal 2018” means the 52 weeks ended April 28, 2018.

(b) During Fiscal 2022, Fiscal 2021 and Fiscal 2020, our business experienced an unprecedented and significant impact as a result of the COVID-19 pandemic.

The impact of which affects the comparability of our results of operations and cash flows.

(c) We identified certain out of period adjustments related primarily to Income tax benefit, as well as Restructuring and other charges, for the 52 weeks ended May 1, 2021 and Deferred tax assets, net and Accrued liabilities as of May 1, 2021.

The adjustments increased our fiscal year 2021 reported net loss by $8.0 million but did not have an impact on Adjusted EBITDA (non-GAAP), cash flows or liquidity.

Refer to Item 8.

Financial Statements and Supplementary Data - Note 2.

Summary of Significant Accounting Policies for further information.

(d) We acquired PaperRater on August 21, 2018.

The consolidated financial statements for Fiscal 2019 include the financial results of PaperRater from the acquisition date, August 21, 2018, to April 27, 2019.

1 unchanged sentence

The consolidated financial statements for Fiscal 2018 include the financial results of Student Brands from the acquisition date, August 3, 2017, to April 28, 2018.

We acquired MBS Textbook Exchange, LLC on February 27, 2017.

The consolidated financial statements for Fiscal 2017 include the financial results of MBS from the acquisition date, February 27, 2017, to April 29, 2017.

(d) For additional information, see Item 8.

(e) For additional information, see Item 8.

Financial Statements and Supplementary Data - Note 2.

1 unchanged sentence

Supplementary Information.

(e) Transaction costs are costs incurred for business development and acquisitions.

(f) To supplement our results prepared in accordance with GAAP, we use the measure of Adjusted EBITDA and Adjusted Earnings, which are non-GAAP financial measures as defined by the Securities and Exchange Commission (the “SEC”).

(f) Transaction costs are costs incurred for business development and acquisitions.

(g) To supplement our results prepared in accordance with GAAP, we use the measure of Adjusted EBITDA and Adjusted Earnings, which are non-GAAP financial measures as defined by the Securities and Exchange Commission (the “SEC”).

Management's Discussion and Analysis of Financial Condition and Results of Operations - Adjusted Earnings (non-GAAP) and - Adjusted EBITDA (non-GAAP).

1 unchanged sentence

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 5. Market for Registrant’s Common Equity