Item 5. Market for Registrant’s Common Equity
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “BNED.”
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 . See Item 8. Financial Statements and Supplementary Data - Note 12. Long-Term Incentive Compensation Expense .
Repurchase of Shares
On December 14, 2015, our Board of Directors authorized a stock repurchase program of up to $50 million, 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 Fiscal 2022, 2021, and 2020, we did not repurchase shares under the stock repurchase program. 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.
Dividends
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 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.
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Item 6. SELECTED FINANCIAL DATA
The selected financial information presented below should be read in conjunction with Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and Supplementary Data .
Fiscal Year (a)
(In thousands of dollars,
except for share and per share amounts) 2022 (b)
Restated -
2021 (b)(c)
2020 (b)
2019 (d)
2018 (d)
STATEMENT OF OPERATIONS DATA:
Sales:
Product sales and other $ 1,398,046 $ 1,299,740 $ 1,671,200 $ 1,838,760 $ 1,984,472
Rental income 133,354 134,150 179,863 195,883 219,145
Total sales 1,531,400 1,433,890 1,851,063 2,034,643 2,203,617
Cost of sales (exclusive of depreciation and amortization expense): (e)
Product and other cost of sales
1,081,981 1,093,989 1,303,702 1,395,339 1,522,687
Rental cost of sales 76,659 87,240 104,812 111,578 123,697
Total cost of sales 1,158,640 1,181,229 1,408,514 1,506,917 1,646,384
Gross profit 372,760 252,661 442,549 527,726 557,233
Selling and administrative expenses 383,440 338,280 404,472 423,880 433,746
Depreciation and amortization expense 49,381 52,967 61,860 65,865 65,586
Impairment loss (non-cash) (f)
6,411 27,630 433 57,748 313,130
Restructuring and other charges (e)
944 10,678 18,567 7,233 5,429
Transaction costs (f)
— — — 654 2,045
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 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)
Diluted $ (1.33) $ (2.81) $ (0.80) $ (0.52) $ (5.40)
Weighted average common shares (thousands):
Basic 51,797 49,669 48,013 47,306 46,763
Diluted 51,797 49,669 48,013 47,306 46,763
Fiscal Year (a)
(In thousands of dollars,
except for share and per share amounts) 2022 (b)
Restated -
2021 (b)(c)
2020 (b)
2019 (d)
2018 (d)
OTHER OPERATING DATA:
Adjusted EBITDA (non-GAAP) (g)
$ (4,792) $ (65,625) $ 42,159 $ 104,942 $ 126,760
Adjusted Earnings (non-GAAP) (g)
$ (55,614) $ (96,523) $ (21,126) $ 25,412 $ 56,949
Capital expenditures $ 43,533 $ 37,223 $ 36,192 $ 46,420 $ 42,809
OTHER OPERATING DATA - STORE COUNT:
Number of physical stores at period end 805 769 772 772 768
Number of virtual stores at period end 622 648 647 676 676
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Fiscal Year (a)
(In thousands of dollars,
except for share and per share amounts) 2022 (b)
Restated -
2021 (b)(c)
2020 (b)
2019 (d)
2018 (d)
BALANCE SHEET DATA
(at period end):
Total assets $ 1,071,553 $ 1,031,113 $ 1,156,432 $ 946,180 $ 1,039,211
Total liabilities $ 843,179 $ 738,102 $ 738,681 $ 495,552 $ 571,248
Short-term debt $ 40,000 $ 50,000 $ 75,000 $ 100,000 $ 100,000
Long-term debt $ 185,700 $ 127,600 $ 99,700 $ 33,500 $ 96,400
Total stockholders' equity $ 228,374 $ 293,011 $ 417,751 $ 450,628 $ 467,963
(a) Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. “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.
We acquired Student Brands, LLC on August 3, 2017. 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.
(e) For additional information, see Item 8. Financial Statements and Supplementary Data - Note 2. Summary of Significant Accounting Policies and Note 9. Supplementary Information.
(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”). See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Adjusted Earnings (non-GAAP) and - Adjusted EBITDA (non-GAAP).
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