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Item 5. Market for Registrant’s Common Equity

2023-07-31 compared with 2022-06-29 · 44 added, 48 removed, 54 unchanged (63% of the section changed)

2 unchanged sentences

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.

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 .

8 unchanged sentences

As of April 29, 2023, 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.

During the years ended April 29, 2023, April 30, 2022, and May 1, 2021, we also repurchased 347,808 shares, 239,751 shares, and 414,174 shares, respectively, of our common stock in connection with employee tax withholding obligations for vested stock awards.

We paid no other dividends to common stockholders during the years ended April 29, 2023, April 30, 2022, and May 1, 2021.

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

3 unchanged sentences

Financial Statements and Supplementary Data .

Fiscal Year (a)

Fiscal Year (a)(b)

(In thousands of dollars,

except for share and per share amounts) 2022 (b)

except for share and per share amounts) 2023 2022 (c)

STATEMENT OF OPERATIONS DATA:

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 $ 1,543,208 $ 1,495,734 $ 1,406,516 $ 1,827,402 $ 2,013,304

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

Product and other cost of sales

1,193,769 1,152,902 1,176,173 1,404,166 1,505,608

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 349,439 342,832 230,343 423,236 507,696

1 unchanged sentence

Depreciation and amortization expense 42,163 42,124 45,204 53,190 57,891

Impairment loss (non-cash) (f)

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

Restructuring and other charges (e)

Impairment loss (non-cash) (d)

6,008 6,411 27,630 433 57,748

Transaction costs (f)

Restructuring and other charges (d)

10,103 944 10,107 18,567 6,836

Transaction costs — — — — 154

Operating loss (66,446) (60,615) (168,762) (34,254) (24,309)

Interest expense, net 22,683 10,096 8,087 7,445 9,780

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)

Loss from continuing operations before income taxes (89,129) (70,711) (176,849) (41,699) (34,089)

Income tax expense (benefit) 1,011 (9,152) (43,280) (9,895) (12,263)

Loss from continuing operations, net of tax (90,140) (61,559) (133,569) (31,804) (21,826)

Loss from discontinued operations, net of tax (b)

(11,722) (7,298) (6,241) (6,446) (2,548)

Net loss $ (101,862) $ (68,857) $ (139,810) $ (38,250) $ (24,374)

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)

Basic and Diluted

Continuing operations $ (1.72) $ (1.19) $ (2.69) $ (0.66) $ (0.46)

Discontinued operations (b)

(0.22) (0.14) (0.12) (0.14) (0.06)

Total Basic and Diluted Earnings per share $ (1.94) $ (1.33) $ (2.81) $ (0.80) $ (0.52)

Weighted average common shares - Basic and Diluted (thousands):

52,454 51,797 49,669 48,013 47,306

Fiscal Year (a)(b)

(In thousands of dollars,

except for share and per share amounts) 2022 (b)

except for share and per share amounts) 2023 2022 (c)

OTHER OPERATING DATA

Adjusted EBITDA (non-GAAP) (g)

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

Adjusted Earnings (non-GAAP) (g)

- Continuing Operations:

Adjusted EBITDA (non-GAAP) (e)

Retail $ 10,640 $ 8,679 $ (66,827) $ 36,227 $ 89,094

Wholesale 3,239 3,782 18,598 21,567 35,018

Corporate Services and Eliminations (22,025) (22,777) (21,887) (19,044) (25,339)

Total Adjusted EBITDA (non-GAAP) $ (8,146) $ (10,316) $ (70,116) $ 38,750 $ 98,773

Adjusted Earnings (non-GAAP) (e)

$ (74,003) $ (53,384) $ (93,890) $ (17,104) $ 26,811

3 unchanged sentences

Number of virtual stores at period end 592 622 648 647 676

Total number of stores at period end 1,366 1,427 1,417 1,419 1,448

Index to Form 10-K Index to FS

Fiscal Year (a)

Fiscal Year (a)(b)

(In thousands of dollars,

except for share and per share amounts) 2022 (b)

except for share and per share amounts) 2023 2022 (c)

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

Merchandise and rental inventory $ 353,328 $ 323,466 $ 309,804 $ 469,649 $ 467,323

Total assets (b)

$ 980,779 $ 1,071,553 $ 1,031,113 $ 1,158,138 $ 952,337

Total liabilities (b)

$ 850,028 $ 843,179 $ 738,102 $ 740,387 $ 501,709

Short-term debt $ — $ 40,000 $ 50,000 $ 75,000 $ 100,000

2 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 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.

“Fiscal 2023” means the 52 weeks ended April 29, 2023, “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, and “Fiscal 2019” means the 52 weeks ended April 27, 2019.

(b) During the fourth quarter of Fiscal 2023, assets related to our Digital Student Solutions ("DSS") Segment met the criteria for classification as Assets Held for Sale and Discontinued Operations.

The results of operations related to the DSS Segment are included in the consolidated statements of operations as "Loss from discontinued operations, net of tax" for all periods presented.

Certain assets and liabilities associated with the DSS Segment are presented in our consolidated balance sheets as "Assets Held for Sale" and "Liabilities Held for Sale."

(c) 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.

(d) For additional information, see Item 8.

Financial Statements and Supplementary Data - Note 2.

1 unchanged sentence

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”).

(e) 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