Item 1A. Risk Factors
Item 1A. Risk Factors
There have been
no material changes to the risk factors disclosed in Part I, Item 1A, “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31,
2023, filed with the SEC on March 11, 2024, except as set forth below. You
should carefully consider the risk factors described in Barnes & Noble
Education’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q
which are filed with the SEC and are available at www.sec.gov.
Our consolidated subsidiary, Barnes & Noble Education, is a public company which may expose
us to additional costs, and our management may be required to devote
substantial time to compliance initiatives.
On June 10, 2024,
we acquired ownership of approximately 42.0% of the common stock of Barnes
& Noble Education and as a public company, with a consolidated subsidiary that is also
a public company, we incur significant legal, accounting and other expenses to
comply with the requirements applicable to public companies. Many of our
personnel and other resources are devoted to ensuring we, and Barnes &
Noble Education, comply with requirements applicable to public companies. This further exhausts management and other personnel resources that could be used
for other revenue-generating activities.
Changes in Barnes
& Noble Education’s relationships with significant clients and suppliers,
including the loss or reduction in business from one or more of them, could
have a material adverse impact on its business.
The products that Barnes
& Noble Education sells originate from a wide variety of domestic and
international vendors. During fiscal 2024, Barnes & Noble Education’s four
largest retail suppliers, excluding its wholesale business which fulfills
orders for all its physical and virtual bookstores, accounted for approximately
28% of its merchandise purchased, with the largest supplier accounting for
approximately 7% of its merchandise purchased. Barnes & Noble Education’s
wholesale business sources over 95% of its inventory from two primary channels,
approximately 55% from third-party suppliers and approximately 40% from retail
bookstores (including its retail bookstores). Suppliers may modify the terms of
these relationships due to general economic conditions or otherwise or,
especially with respect to wholesale inventory, publishers could terminate
distribution to wholesalers, including Barnes & Noble Education’s wholesale
business.
Barnes & Noble
Education does not have long-term arrangements with most of its suppliers to
guarantee availability of merchandise, content or services, particular payment
terms or the extension of credit limits. If Barnes & Noble Education’s
current suppliers were to stop selling merchandise, content or services to it
on acceptable terms, including as a result of one or more supplier bankruptcies
due to poor economic conditions or refusal by such suppliers to ship products
to us due to delayed or extended payment windows as a result of Barnes &
Noble Education’s own liquidity constraints, Barnes & Noble Education may
be unable to procure the same merchandise, content or services from other
suppliers in a timely and efficient manner and on acceptable terms, or at all.
Additionally, delayed or incomplete publisher shipments of physical textbook
orders, or delays in receiving digital courseware access codes, could have an
adverse impact on sales, including Barnes & Noble Education’s BNC
First Day Complete equitable access program, which relies upon timely
receipt of inventory in advance of class start dates each academic term.
Furthermore,
certain of Barnes & Noble Education’s merchandise is sourced indirectly
from outside the United States. Political or financial instability, merchandise
quality issues, product safety concerns, trade restrictions, work stoppages,
tariffs, foreign currency exchange rates, transportation capacity and costs,
inflation, civil unrest, natural disasters, public health crises, epidemics,
and pandemics, and other factors relating to foreign trade are beyond its
control and could disrupt its supply of foreign-sourced merchandise.
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