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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Barnes and Noble Education Inc | NYSE:BNED | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.01 | 0.12% | 8.04 | 471 | 13:37:15 |
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-0599018
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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120 Mountain View Blvd., Basking Ridge, NJ
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07920
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Class
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Name of Exchange on which registered
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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INDEX TO FORM 10-K
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Page No.
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•
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general competitive conditions, including actions our competitors may take to grow their businesses;
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•
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a decline in college enrollment or decreased funding available for students;
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•
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decisions by colleges and universities to outsource their bookstore operations or change the operation of their bookstores;
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•
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the general economic environment and consumer spending patterns;
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•
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decreased consumer demand for our products, low growth or declining sales;
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•
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restructuring of our digital strategy may not result in the expected growth in our digital sales and/or profitability;
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•
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risk that digital sales growth does not exceed the rate of investment spend;
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•
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the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services, and further enhancements to Yuzu
®
and any future higher education digital products, and the inability to achieve the expected cost savings;
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•
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our ability to successfully implement our strategic initiatives including our ability to identify and execute upon additional acquisitions and strategic investments;
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•
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technological changes;
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•
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our international expansion could result in additional risks;
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•
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our ability to attract and retain employees;
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•
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challenges to running our company independently from Barnes & Noble, Inc. following the Spin-Off;
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•
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the potential adverse impact on our business resulting from the Spin-Off;
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•
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changes to payment terms, return policies, the discount or margin on products or other terms with our suppliers;
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risks associated with data privacy, information security and intellectual property;
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•
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trends and challenges to our business and in the locations in which we have stores;
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non-renewal of contracts and higher-than-anticipated store closings;
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disruptions to our computer systems, data lines, telephone systems or supply chain, including the loss of suppliers;
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work stoppages or increases in labor costs;
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possible increases in shipping rates or interruptions in shipping service, effects of competition;
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obsolete or excessive inventory;
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product shortages;
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changes in law or regulation;
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the amount of our indebtedness and ability to comply with covenants applicable to any future debt financing;
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•
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our ability to satisfy future capital and liquidity requirements;
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•
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our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;
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adverse results from litigation, governmental investigations or tax-related proceedings or audits;
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changes in accounting standards; and
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the other risks and uncertainties detailed in the section titled “Risk Factors” in
Part I - Item 1A
of this Form 10-K.
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•
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Large Footprint with Well-Recognized Brand
: We are one of the largest operators of bookstores on college and university campuses in the United States, with 751 stores in 43 states and the District of Columbia as of April 30, 2016, which reached 26% of the total number of students enrolled at colleges and universities in the United States. The Barnes & Noble brand is virtually synonymous with bookselling, and we believe it is one of the most widely recognized and respected brands in the United States. Our large footprint and our reputation and credibility in the marketplace not only support our marketing efforts to universities, students and faculty, but are also important for leading publishers who rely on us as one of their primary distribution channels.
|
•
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Stable, Long-Term Contracts:
We operate our stores under management contracts with colleges and universities that are typically for five year terms with renewal options, but can range from one to 15 years, and are typically cancelable by either party without penalty with 90 to 120 days' notice. From Fiscal 2013 through Fiscal 2016, 94% of these contracts were renewed or extended, often before their termination dates. In addition, these contracts are financially beneficial to us as we typically pay the college or university a percentage of our sales, including certain contracts with minimum guarantee payments. Therefore, the expense related to our college and university contracts is primarily a function of each stores' success. This arrangement is also beneficial to the colleges and universities, providing them with an incentive to encourage their students and faculty to shop at our affiliated stores.
|
•
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Well-Established Relationships:
We have strong partnerships with college and university administrators, as well as with publishers, vendors and suppliers.
|
◦
|
With an average relationship tenure of 15 years, we generate value for our college and university partners, and our relationships are supported by innovative engagement programs and educational initiatives. Our decentralized management structure empowers local teams to make decisions based on the local campus needs and foster collaborative working relationships with our partners.
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◦
|
We have long-term relationships with over 9,000 publishers, who can partner with us to access one of the largest distribution networks of college education materials in the United States.
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•
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Direct Access to Students and Faculty:
We have a flexible business model with excellent visibility into the needs of our customers, and the ability to achieve profitability typically within the first year of operation. Our stores serve as social hubs for over 5 million students and their faculty, allowing us to forge deep customer relationships and seamlessly integrate their systems with our technology. Our established position on campus as the official, contracted provider for bookstore services gives us direct access to students and faculty and translates into relatively modest customer acquisition costs and high customer conversion and retention rates. Our flexible research channels help us stay ahead of the rapidly changing needs and behaviors of our customers, and proactively respond with dynamic solutions. The ReFuel Agency College Explorer Study 2015 estimates $523 billion total annual spending for tuition, housing, etc. and $203 billion annual discretionary spending, such as for food, clothing, etc., for the college demographic. Brand partners looking to reach the college audience are also exploring how to leverage our unique position on campus to access the coveted demographic we serve.
|
•
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Highly Relevant Digital Products and Services:
Our position as a strategic partner with our large footprint of existing and prospective colleges and universities allows us to use our suite of digital products and services to best serve their diverse needs and provides a broader scope of products and services beyond outsourcing of bookstore services. Digital products and services range from those related to providing accessible and affordable course materials solutions more directly related to our core business to analytic solutions designed to improve learning outcomes and retention rates.
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•
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Seasoned Management Team:
We have an experienced senior management team with a proven track record, and demonstrated expertise in college bookstore outsourcing and content distribution, marketing and retail operations, and in scaling digital educational products and services.
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•
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Increasing Market Share with New Accounts
: Historically, new store openings have been an important driver of growth. From Fiscal 2012 to end of Fiscal 2016, we increased the number of stores we serve from 636 to 751, or 18%. Currently, approximately 52% of college and university affiliated bookstores in the United States are operated by their respective institutions. As of the end of Fiscal 2016, we operated only 19% of all college and university affiliated bookstores in the United States. Based on the anticipated continuing trend towards outsourcing in the campus bookstore market, we intend to aggressively pursue these opportunities and bid on these contracts. We expect new store openings will be the most important driver of future growth in our business.
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•
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Adapting our Merchandising Strategy and Product and Service Offerings
: We create on campus and online retail destinations with services students want, and capture market share through new product offerings; enhanced marketing efforts using mobile, search and other technologies; increased local social and promotional offerings; and a broad category assortment of general merchandise, including school spirit apparel and gifts, school supplies, computer and technology products, dorm furnishings, graduation products, and café, convenience food and beverage offerings, marketed to our growing student and alumni base. We also are actively working with publishers by offering them access to FacultyEnlight
®
, our proprietary online platform, to expedite and better coordinate textbook adoption.
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•
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Scalable and Advanced Digital Product and Solution Set
: We leverage our digital technology platform to provide product and service offerings designed to address the most pressing issues in higher education, such as affordable and accessible course materials, retention solutions driven by our analytics platform, and products designed to drive and improve student outcomes.
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•
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Expanding Strategic Opportunities through Acquisitions and Partnerships
: We intend to pursue strategic relationships with companies that enhance our educational services or distribution platform, or create compelling content offerings. In Fiscal 2016, we acquired LoudCloud Systems, Inc., a sophisticated digital platform and analytics provider. We may also expand our current suite of digital content offerings and platform through acquisitions, internal or third-party software development and strategic partnerships. Expansion into new educational verticals and markets, such as K-12, vocational and international markets, will be opportunistically evaluated.
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•
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Textbook and Course Material Sales
: Textbooks are a core product offering of our business. We work directly with faculty to ensure the correct textbooks are available in required formats before the start of classes. We provide students with affordable textbook solutions and educate them about each format through various means. During Fiscal 2016, we offered over 220,000 unique textbook titles for sale to support the course offerings on our campuses.
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•
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Textbook and Course Material Rentals
: Students are increasingly turning to renting as the most affordable way to obtain their textbooks, and we are an industry leader in textbook rentals. The majority of our robust title list is available for rent, including custom course packs and adaptive learning materials, along with traditional textbooks. We also offer a convenient buyout option to allow the customer to purchase the rented book at the end of the semester, thereby enhancing our revenue and improving our inventory management processes.
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•
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General Merchandise
: General merchandise sales are generated in-store, on campus at sporting and other events, as well as online through school-branded e-commerce sites. Our stores feature collegiate and athletic apparel relating to a school and/or its athletic programs and other custom-branded school spirit products, technology, supplies and convenience items. Other merchandise, such as laptops and other technology products, notebooks, backpacks, school and dormitory supplies and related items are also offered. In addition, as of April 30, 2016, we operated 80 customized cafés, featuring Starbucks Coffee
®
, and 18 stand-alone convenience stores, as well as diverse grab-and-go options including organic, vegan and gluten-free, and ethnic fare for students on the move. These offerings increase traffic and time spent in our stores.
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•
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Trade
: In our stores located on larger campuses, we carry an extensive selection of trade, academic and reference books, along with educational toys and games, and schedule store events, such as author signings, that extend beyond the academic community. The majority of our stores carry the most popular campus bestsellers, along with academically relevant titles.
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•
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Digital Education:
Using our LoudCloud platform (as described below), we offer a suite of digital content and learning materials to supplement our traditional products (textbooks and course materials) and help faculty provide a more robust educational experience for students. We enable educators to mix and author many forms of content, including eTextbooks and rich media, and provide them with adaptive analytics and assessment capabilities that, when combined, drive improved outcomes and better experiences for students.
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•
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Brand Partnerships:
United States college students spend billions on discretionary purchases each year in categories such as technology, clothing, entertainment, and food. As the official partner to the colleges and universities we serve, we are in a unique position to provide leading brands direct access to 5 million students who shop at our stores. We operate not just as a retailer, but as a media channel for these brands looking to target the college demographic. We are experts in creating strategic solutions and customer programs for brand partners, creating live touch points during the academic year through digital marketing, custom content, store brand building product sampling and live engagement at our locations in the center of campus life. We conduct business with a wide range of companies, including Adobe
®
, Verizon
®
, Nutella
®
, Visa Checkout
®
, West Elm
®
and Kind
®
.
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•
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FacultyEnlight
®
:
Our proprietary online platform enhances content search, discovery and adoption (i.e. textbook selection) by faculty on each campus. Thus far, approximately 245,000 faculty members use FacultyEnlight
®
to compare and contrast key decision-making factors, such as cost savings to students and format availability (including rental and digital options); read and write peer product reviews; and see what textbooks are being used by colleagues at other colleges and universities. This wealth of available information enables faculty to find and select the course materials that are both relevant to their subject matter and affordable to their students. FacultyEnlight
®
also provides us with a communication platform to connect with faculty directly, allowing us to better understand their needs, preferences and challenges when it comes to the textbook adoption process, and deliver our affordability message.
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•
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Campus Connect Technologies
™
: We enhance the academic and social purpose of higher education institutions by integrating our technology and systems with the school’s technology and organizational infrastructure to forge a bond with the school with a particular emphasis on the needs of students and faculty. Our customizable technology delivers a seamless experience that enables faculty to research and select, and enables students to find and purchase, the most affordable course materials, maximizing savings and sales. Campus Connect Technologies
™
platform includes:
|
◦
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Simple Registration Integration
: By linking the online course registration process to the bookstore’s e-commerce site, students can easily find their specific required course materials and purchase those materials immediately. They can view the list of necessary course materials and select their preferred format, delivery and payment method.
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◦
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Seamless LMS Integration
: By tying directly into the school’s Learning Management System ("LMS"), faculty and students can easily purchase their course materials and leverage our single-sign on functionality - enabling a stronger connection between student, faculty and campus bookstore.
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◦
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Real-Time Financial Aid Platform
: To help simplify financial aid transactions, we provide a sophisticated, real-time Student Financial Aid ("SFA") platform that is fully-integrated with any college or university’s financial aid systems and point-of-sale technology. This integration provides a direct and simple way for students to use their financial aid dollars in our stores and online, even before the start of classes.
|
◦
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Dynamic Point of Sale ("POS") Platform
: We build a secure, highly customized checkout experience for each campus, greatly expediting and simplifying a student’s shopping experience. Campus debit cards, financial aid and all major forms of tender are fully integrated, allowing students to check out from any register.
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◦
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Flexible Course Fee Solution
: Through this model, all required course materials for a particular course or program are included in the cost of tuition. Students are guaranteed the course materials they need in the format they prefer. Course materials can be picked up at the campus store, shipped directly to the student or delivered digitally.
|
•
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LoudCloud Platform:
Our LoudCloud platform is a sophisticated digital platform and analytics system that includes a competency based courseware platform, a learning analytics platform, an eReading product, and a learning management system. Its software captures and analyzes key behavioral and performance metrics from students, allowing educators to monitor and improve student success. The core framework, rooted in the student-centric design, simplifies course and content authoring using proprietary algorithms to inform and guide course progress. Our module-based architecture allows for customization and the ability to support different educational models, and support additional capabilities, including competency-based learning and courseware development. These tools enable teachers to provide, and students to experience, a more personalized learning experience and improve student success rates. Additionally, our LMS platform helps institutions handle all aspects of the learning process, including delivery and management of instructional content, learning goals, assessment, course administration and reporting.
|
STATE
|
|
NUMBER
OF STORES
|
|
STATE
|
|
NUMBER
OF STORES
|
|
STATE
|
|
NUMBER
OF STORES
|
Alabama
|
|
18
|
|
Kentucky
|
|
32
|
|
North Dakota
|
|
1
|
Arizona
|
|
8
|
|
Louisiana
|
|
14
|
|
Ohio
|
|
41
|
Arkansas
|
|
7
|
|
Maryland
|
|
20
|
|
Oklahoma
|
|
5
|
California
|
|
44
|
|
Massachusetts
|
|
29
|
|
Oregon
|
|
5
|
Colorado
|
|
5
|
|
Michigan
|
|
36
|
|
Pennsylvania
|
|
63
|
Connecticut
|
|
5
|
|
Minnesota
|
|
7
|
|
Rhode Island
|
|
2
|
Delaware
|
|
2
|
|
Mississippi
|
|
9
|
|
South Carolina
|
|
19
|
District of Columbia
|
|
4
|
|
Missouri
|
|
8
|
|
South Dakota
|
|
2
|
Florida
|
|
46
|
|
Nebraska
|
|
1
|
|
Tennessee
|
|
12
|
Georgia
|
|
14
|
|
Nevada
|
|
2
|
|
Texas
|
|
67
|
Hawaii
|
|
3
|
|
New Hampshire
|
|
4
|
|
Virginia
|
|
20
|
Illinois
|
|
20
|
|
New Jersey
|
|
21
|
|
Washington
|
|
19
|
Indiana
|
|
14
|
|
New Mexico
|
|
6
|
|
West Virginia
|
|
11
|
Iowa
|
|
6
|
|
New York
|
|
66
|
|
Wisconsin
|
|
6
|
Kansas
|
|
2
|
|
North Carolina
|
|
25
|
|
|
|
|
|
|
|
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|
|
|
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•
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A Majority of Traditional Campus Bookstores Have Yet to be Outsourced
: Approximately 52% of college and university affiliated bookstores in the United States are operated by their respective institutions. As the delivery of educational materials continues to evolve, driven in large part by the growth of rentals and digital content, and the complexity of modern campus bookstore operations increases, institutions are increasingly outsourcing bookstore operations to third parties such as us, because we can offer a complete set of solutions to students and faculty. We believe that we will benefit from the continuing trend towards outsourcing across the campus bookstore market.
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•
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Direct Relationship with a Coveted Demographic
: Due to the disproportionate impact on trend-setting and early adoption, marketing to college students is important for many brands, as they seek more effective methods to engage with this audience. The importance of this demographic provides a significant opportunity to further monetize our direct relationship with more than 5 million students both during and beyond their college years.
|
•
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Increased Use of Online and Digital Platforms as Companions to Printed Course Materials
: Students and faculty can now choose from a wider variety of educational content and tools than ever before, delivered across both traditional and digital platforms. Students and faculty are increasingly relying on online and digital platforms as a means to discover, consume and share educational content and access affordable non-traditional educational content, including online coursework and supplemental materials. Whereas some companies are creating digital delivery systems that would seek to make traditional textbooks obsolete, others are developing new technologies to complement traditional offerings. However, today, traditional print textbooks sold remain the first choice of students, according to the Student Monitor LLC, with 77% preferring a physical textbook (whether new, used, purchased or rented) over other options. In addition, printed course materials are the primary instructional resource for most courses and the highest revenue generator for most higher education publishers.
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•
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Highly-Fragmented Educational Content Market Presents Opportunity for Consolidation
: The evolving market for educational content is increasingly competitive, with a broad array of content providers, digital content delivery platforms, educational enterprise providers and campus store operators that compete to serve this approximately $13 billion market in educational books alone. As the market for educational content evolves, we believe there will be a significant opportunity to increase our market share. The traditional college bookstore market is very fragmented, with approximately 52% of college and university affiliated bookstores owned and operated by the college or university (institutional stores). The campus store continues to be the main source for books, course materials and general merchandise, such as school-branded apparel and gifts, computer products, school and dormitory supplies, café and convenience items. According to NACS, college and university store sales totaled approximately $10.3 billion during 2013.
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•
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Distribution Network Evolving
: The way course materials are distributed and consumed is changing significantly, a trend that is expected to continue. It is clear that significant change in the distribution of course materials is already underway as a result of start-ups promoting free online textbooks and generating revenue from related services, institutions licensing digital materials and providing them to students for a fee, or the surge of textbook rental programs in campus bookstores and online platforms. In addition to the campus bookstore, course materials are also sold through off-campus bookstores, e-commerce outlets, digital platform companies, publishers’ direct sales to institutions and students and student-to-student marketplaces.
|
•
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Expanding E-Commerce Business Focused on Athletics/Alumni:
By rapidly scaling our dedicated alumni and fan e-commerce sites, we can leverage existing student and fan relationships, and exploit weak competition and grow market opportunities to drive increased sales of higher margin general merchandise product.
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Name
|
|
Age
|
|
Position
|
Michael P. Huseby
|
|
61
|
|
Executive Chairman
|
Max J. Roberts
|
|
63
|
|
Chief Executive Officer
|
Patrick Maloney
|
|
60
|
|
Executive Vice President and Chief Operating Officer
Executive Vice President and President, Barnes & Noble College
|
William Maloney
|
|
67
|
|
Executive Vice President
|
Barry Brover
|
|
55
|
|
Chief Financial Officer
|
Kanuj Malhotra
|
|
49
|
|
Chief Strategy and Development Officer and Chief Operating Officer, Digital Education
|
Suzanne E. Andrews
|
|
56
|
|
Vice President, General Counsel, and Corporate Secretary
|
Jay Chakrapani
|
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45
|
|
Vice President, Chief Digital Officer
|
Stephen Culver
|
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51
|
|
Vice President, Chief Information Officer
|
Thomas D. Donohue
|
|
46
|
|
Vice President, Treasurer and Investor Relations
|
Joel Friedman
|
|
65
|
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Vice President, Chief Merchandising Officer
|
JoAnn Magill
|
|
62
|
|
Vice President, Chief Human Resources Officer
|
Lisa Malat
|
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56
|
|
Vice President, Operations and Chief Marketing Officer
|
Seema C. Paul
|
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52
|
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Vice President, Chief Accounting Officer
|
•
|
Prior to the Spin-Off, we operated as part of Barnes & Noble’s broader corporate organization, and Barnes & Noble performed various corporate functions for us. Our historical financial information reflects allocations of corporate expenses from Barnes & Noble for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as an independent publicly-traded company.
|
•
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We have entered into transactions with Barnes & Noble that did not exist prior to the Spin-Off and modified our existing agreements with Barnes & Noble, such as Barnes & Noble’s provision of transition services, which will cause us to incur new costs.
|
•
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Our historical financial information does not reflect changes that we expect to experience in the future as a result of our separation from Barnes & Noble, including changes in our cost structure, personnel needs, tax structure, financing and business operations. As part of Barnes & Noble, we enjoyed certain benefits from Barnes & Noble’s operating diversity, size, purchasing power, borrowing leverage and available capital for investments, and we lost these benefits after the Spin-Off. As an independent entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses or access capital markets on terms as favorable to us as those we obtained as part of Barnes & Noble prior to the Spin-Off.
|
•
|
actual or anticipated fluctuations in our operating results due to factors related to our businesses;
|
•
|
success or failure of our business strategies, including our digital education initiative;
|
•
|
our quarterly or annual earnings or those of other companies in our industries;
|
•
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our ability to obtain financing as needed;
|
•
|
announcements by us or our competitors of significant acquisitions or dispositions;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
the failure of securities analysts to cover our Common Stock;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
investor perception of our Company and the college bookstore industry;
|
•
|
overall market fluctuations;
|
•
|
results from any material litigation or government investigation;
|
•
|
changes in laws and regulations (including tax laws and regulations) affecting our business;
|
•
|
changes in capital gains taxes and taxes on dividends affecting stockholders; and
|
•
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general economic conditions and other external factors.
|
•
|
divide our Board into three staggered classes of directors that are each elected to three-year terms;
|
•
|
prohibit stockholder action by written consent;
|
•
|
authorize the issuance of “blank check” preferred stock that could be issued by our Board to increase the number of outstanding shares of capital stock, making a takeover more difficult and expensive;
|
•
|
provide that special meetings of the stockholders may be called only by or at the direction of a majority of our Board or the chairman of our Board; and
|
•
|
require advance notice to be given by stockholders for any stockholder proposals or director nominations.
|
Contract Terms to Expire During (12 months ending on or about April 30)
|
|
Number of Stores
|
2017
|
|
49
|
2018
|
|
42
|
2019
|
|
33
|
2020
|
|
76
|
2021
|
|
61
|
2022 and later
|
|
490
|
Item 5.
|
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share (a)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
January 31, 2016 - February 27, 2016
|
|
177,620
|
|
|
$
|
10.34
|
|
|
177,620
|
|
|
$
|
40,068,343
|
|
February 28, 2016 - April 2, 2016
|
|
302,021
|
|
|
$
|
10.14
|
|
|
302,021
|
|
|
$
|
37,065,337
|
|
April 3, 2016 - April 30, 2016
|
|
385,786
|
|
|
$
|
9.54
|
|
|
385,786
|
|
|
$
|
33,387,825
|
|
|
|
865,427
|
|
|
$
|
10.01
|
|
|
865,427
|
|
|
|
(a)
|
This amount represents the weighted average price paid per common share. This price includes a per share commission paid for all repurchases.
|
|
|
Fiscal Year
(a)
|
||||||||||||||||||
(In thousands of dollars,
except for share and per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
||||||||||||
Sales:
|
|
|
|
|
|
|
|
|
||||||||||||
Product sales and other
(b)
|
|
$
|
1,579,617
|
|
|
$
|
1,544,975
|
|
|
$
|
1,536,180
|
|
|
$
|
1,631,454
|
|
|
$
|
1,647,014
|
|
Rental income
(c)
|
|
228,412
|
|
|
228,023
|
|
|
211,742
|
|
|
131,793
|
|
|
96,161
|
|
|||||
Total sales
|
|
1,808,029
|
|
|
1,772,998
|
|
|
1,747,922
|
|
|
1,763,247
|
|
|
1,743,175
|
|
|||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product and other cost of sales
|
|
1,224,955
|
|
|
1,198,300
|
|
|
1,180,727
|
|
|
1,270,381
|
|
|
1,284,691
|
|
|||||
Rental cost of sales
|
|
129,725
|
|
|
131,125
|
|
|
130,430
|
|
|
88,250
|
|
|
64,046
|
|
|||||
Total cost of sales
|
|
1,354,680
|
|
|
1,329,425
|
|
|
1,311,157
|
|
|
1,358,631
|
|
|
1,348,737
|
|
|||||
Gross profit
|
|
453,349
|
|
|
443,573
|
|
|
436,765
|
|
|
404,616
|
|
|
394,438
|
|
|||||
Selling and administrative expenses
|
|
375,219
|
|
|
359,504
|
|
|
330,426
|
|
|
302,902
|
|
|
283,215
|
|
|||||
Depreciation and amortization expense
|
|
52,690
|
|
|
50,509
|
|
|
48,014
|
|
|
46,849
|
|
|
45,343
|
|
|||||
Impairment loss (non-cash)
(d)
|
|
11,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring costs
(d)
|
|
8,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
|
4,623
|
|
|
33,560
|
|
|
58,325
|
|
|
54,865
|
|
|
65,880
|
|
|||||
Interest expense, net
|
|
1,872
|
|
|
210
|
|
|
385
|
|
|
4,871
|
|
|
5,684
|
|
|||||
Earnings before taxes
|
|
2,751
|
|
|
33,350
|
|
|
57,940
|
|
|
49,994
|
|
|
60,196
|
|
|||||
Income taxes
|
|
2,667
|
|
|
14,218
|
|
|
22,834
|
|
|
19,820
|
|
|
23,771
|
|
|||||
Net income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
|
$
|
30,174
|
|
|
$
|
36,425
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per common share
(e)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
—
|
|
|
$
|
0.33
|
|
|
$
|
0.88
|
|
|
$
|
0.78
|
|
|
$
|
0.99
|
|
Diluted
|
|
$
|
—
|
|
|
$
|
0.33
|
|
|
$
|
0.88
|
|
|
$
|
0.78
|
|
|
$
|
0.99
|
|
Weighted average common shares (thousands)
(e)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
46,238
|
|
|
38,452
|
|
|
37,270
|
|
|
36,812
|
|
|
36,237
|
|
|||||
Diluted
|
|
46,479
|
|
|
38,493
|
|
|
37,275
|
|
|
36,812
|
|
|
36,237
|
|
|
|
Fiscal Year
(a)
|
||||||||||||||||||
(In thousands of dollars,
except for share and per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
OTHER OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (non-GAAP)
(f)
|
|
$
|
80,528
|
|
|
$
|
84,069
|
|
|
$
|
106,339
|
|
|
$
|
101,714
|
|
|
$
|
111,223
|
|
Adjusted Earnings (non-GAAP)
(f)
|
|
$
|
15,462
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
|
$
|
30,174
|
|
|
$
|
36,425
|
|
Capital expenditures
|
|
$
|
50,790
|
|
|
$
|
48,452
|
|
|
$
|
38,253
|
|
|
$
|
38,760
|
|
|
$
|
40,479
|
|
Comparable store sales (decrease) increase
(g)
|
|
(1.9
|
)%
|
|
0.1
|
%
|
|
(2.7
|
)%
|
|
(1.2
|
)%
|
|
(0.3
|
)%
|
|||||
Number of stores at period end
|
|
751
|
|
|
724
|
|
|
700
|
|
|
686
|
|
|
647
|
|
|||||
BALANCE SHEET DATA
(at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,071,683
|
|
|
$
|
1,090,668
|
|
|
$
|
1,109,919
|
|
|
$
|
1,006,237
|
|
|
$
|
954,067
|
|
Total liabilities
|
|
$
|
363,297
|
|
|
$
|
363,999
|
|
|
$
|
360,282
|
|
|
$
|
358,208
|
|
|
$
|
336,295
|
|
Long-term debt
(h)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Preferred membership interests
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
383,397
|
|
|
$
|
381,627
|
|
|
$
|
—
|
|
Parent company equity
|
|
$
|
—
|
|
|
$
|
726,669
|
|
|
$
|
366,240
|
|
|
$
|
266,402
|
|
|
$
|
617,772
|
|
Total stockholders' equity
|
|
$
|
708,386
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. “Fiscal 2016” means the 52 weeks ended April 30, 2016, “Fiscal 2015” means the 52 weeks ended May 2, 2015, “Fiscal 2014” means the 53 weeks ended May 3, 2014, “Fiscal 2013” means the 52 weeks ended April 27, 2013, and “Fiscal 2012” means the 52 weeks ended April 28, 2012.
|
(b)
|
Product sales and other revenue include sales of new and used physical and digital textbooks, emblematic apparel and gifts, trade books, computer products, school and dorm supplies, convenience and café items, graduation products and other.
|
(c)
|
Rental income includes the rental of physical and digital textbooks.
|
(d)
|
In Fiscal 2016, we implemented a plan to restructure our digital operations. As a result of this restructuring, we recorded a non-cash impairment loss of $12.0 million related to all of the capitalized content costs for the Yuzu
®
eTextbook platform ($9 million), and recorded a non-recurring other than temporary loss related to an investment held at cost ($3 million). Additionally, we announced a reduction in staff and closure of the facilities in Mountain View, California, and Redmond, Washington that support the Yuzu
®
eTextbook platform. The cost of severance, retention, and other restructuring costs (i.e. facility exit costs) of $8.8 million in fiscal 2016. We expect the restructuring to be completed in the first quarter of fiscal 2017.
|
(e)
|
For periods prior to the Spin-Off from Barnes & Noble, Inc. on August 2, 2015, basic earnings per share and weighted-average basic shares outstanding are based on the number of shares of Barnes & Noble, Inc. common stock outstanding as of the end of the period, adjusted for the distribution ratio of 0.632 shares of our Common Stock for every one share of Barnes & Noble, Inc. common stock held on the record date for the Spin-Off. Additionally, for period prior to the Spin-Off, diluted earnings per share and weighted-average diluted shares outstanding reflect potential common shares from Barnes & Noble, Inc. equity plans in which our employees participated. Certain of our employees held restricted stock units and stock options granted by Barnes & Noble, Inc. which were considered participating securities.
|
(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”). See
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Adjusted EBITDA (non-GAAP)
and
- Adjusted Earnings (non-GAAP).
|
(g)
|
Comparable store sales increase (decrease) is calculated on a 52-week basis, including sales from stores that have been open for at least 15 months and does not include sales from closed stores for all periods presented. In Fiscal 2012 through Fiscal 2014, as we developed our textbook rental business, comparable store sales reflected the retail selling price of a new or used textbook when rented, rather than solely the rental fees received, to provide a more representative comparable store sales figure. Beginning with the 26 weeks ended November 1, 2014, as a result of the significant expansion of the textbook rental business as compared to prior periods, our comparable store sales are determined based upon the actual revenue received from textbook rentals and are no longer adjusted to reflect the equivalent textbook retail selling price.
|
(h)
|
Prior to or at the time of the Spin-Off, we were party to an amended and restated credit facility with Barnes & Noble, Inc. All outstanding debt under this Credit Facility was recorded on Barnes & Noble, Inc.’s balance sheet. On August 3, 2015, we entered into a credit agreement under which the lenders committed to provide us with a five-year asset-backed revolving credit facility in an aggregate committed principal amount of $400 million. As of April 30, 2016, we had no borrowings outstanding under our Credit Facility.
|
Item 7.
|
MANAGMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Increasing our Market Share with New Accounts
.
|
•
|
Adapting our Merchandising Strategy and Product and Service Offerings.
|
•
|
Developing our Scalable and Leading Digital Product and Solution Set
.
|
•
|
Expanding Strategic Opportunities through Acquisitions and Partnerships
.
|
|
|
Fiscal Year
(a)
|
||||||||||
Dollars in thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales:
|
|
|
|
|
|
|
||||||
Product sales and other
|
|
$
|
1,579,617
|
|
|
$
|
1,544,975
|
|
|
$
|
1,536,180
|
|
Rental income
|
|
228,412
|
|
|
228,023
|
|
|
211,742
|
|
|||
Total sales
|
|
$
|
1,808,029
|
|
|
$
|
1,772,998
|
|
|
$
|
1,747,922
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA (non-GAAP)
(b)
|
|
$
|
80,528
|
|
|
$
|
84,069
|
|
|
$
|
106,339
|
|
|
|
|
|
|
|
|
||||||
Adjusted Earnings (non-GAAP)
(c)
|
|
$
|
15,462
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
|
|
|
|
|
|
|
||||||
Comparable store sales (decrease) increase
(d)
|
|
(1.9
|
)%
|
|
0.1
|
%
|
|
(2.7
|
)%
|
|||
Stores opened
|
|
39
|
|
|
48
|
|
|
30
|
|
|||
Stores closed
|
|
12
|
|
|
24
|
|
|
16
|
|
|||
Number of stores open at end of period
|
|
751
|
|
|
724
|
|
|
700
|
|
(a)
|
Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. “Fiscal 2016” means the 52 weeks ended April 30, 2016, “Fiscal 2015” means the 52 weeks ended May 2, 2015 and “Fiscal 2014” means the 53 weeks ended May 3, 2014.
|
(b)
|
Adjusted EBITDA is a non-GAAP financial measure. See
Adjusted EBITDA (non-GAAP)
discussion below.
|
(c)
|
Adjusted Earnings is a non-GAAP financial measure. See
Adjusted Earnings (non-GAAP)
discussion below.
|
(d)
|
Comparable store sales increase (decrease) is calculated on a 52-week basis, including sales from stores that have been open for at least 15 months and does not include sales from closed stores for all periods presented. In Fiscal 2012 through Fiscal 2014, as we developed our textbook rental business, comparable store sales reflected the retail selling price of a new or used textbook when rented, rather than solely the rental fees received, to provide a more representative comparable store sales figure. Beginning with the 26 weeks ended November 1, 2014, as a result of the significant expansion of the textbook rental business as compared to prior periods, our comparable store sales are determined based upon the actual revenue received from textbook rentals, and are no longer adjusted to reflect the equivalent textbook retail selling price.
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||
Sales:
|
|
|
|
|
|
|
|||
Product sales and other
|
|
87.4
|
%
|
|
87.1
|
%
|
|
87.9
|
%
|
Rental income
|
|
12.6
|
|
|
12.9
|
%
|
|
12.1
|
|
Total sales
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of sales:
|
|
|
|
|
|
|
|||
Product and other cost of sales
(a)
|
|
77.5
|
|
|
77.6
|
|
|
76.9
|
|
Rental cost of sales
(a)
|
|
56.8
|
|
|
57.5
|
|
|
61.6
|
|
Total cost of sales
|
|
74.9
|
|
|
75.0
|
|
|
75.0
|
|
Gross margin
|
|
25.1
|
|
|
25.0
|
|
|
25.0
|
|
Selling and administrative expenses
|
|
20.8
|
|
|
20.3
|
|
|
18.9
|
|
Depreciation and amortization expense
|
|
2.9
|
|
|
2.8
|
|
|
2.7
|
|
Impairment loss
|
|
0.7
|
|
|
—
|
|
|
—
|
|
Restructuring costs
|
|
0.5
|
|
|
—
|
|
|
—
|
|
Operating income
|
|
0.2
|
|
|
1.9
|
|
|
3.3
|
|
Interest expense, net
|
|
0.1
|
|
|
—
|
|
|
—
|
|
Income before income taxes
|
|
0.1
|
|
|
1.9
|
|
|
3.3
|
|
Income tax expense
|
|
0.1
|
|
|
0.8
|
|
|
1.3
|
|
Net income
|
|
—
|
%
|
|
1.1
|
%
|
|
2.0
|
%
|
(a)
|
Represents the percentage these costs bear to the related sales, instead of total sales.
|
|
|
52 weeks ended
|
||||||
Dollars in thousands
|
|
April 30,
2016
|
|
May 2,
2015
|
||||
Product sales and other
|
|
$
|
1,579,617
|
|
|
$
|
1,544,975
|
|
Rental income
|
|
228,412
|
|
|
228,023
|
|
||
Total Sales
|
|
$
|
1,808,029
|
|
|
$
|
1,772,998
|
|
|
|
52 weeks ended
|
|
52 weeks ended
|
||||||||
Dollars in thousands
|
|
April 30,
2016
|
|
% of
Related Sales |
|
May 2,
2015
|
|
% of
Related Sales |
||||
Product and other cost of sales
|
|
$
|
1,224,955
|
|
|
77.5%
|
|
$
|
1,198,300
|
|
|
77.6%
|
Rental cost of sales
|
|
129,725
|
|
|
56.8%
|
|
131,125
|
|
|
57.5%
|
||
Total Cost of Sales
|
|
$
|
1,354,680
|
|
|
74.9%
|
|
$
|
1,329,425
|
|
|
75.0%
|
|
|
52 weeks ended
|
|
52 weeks ended
|
||||||||
Dollars in thousands
|
|
April 30,
2016
|
|
% of
Related Sales |
|
May 2,
2015
|
|
% of
Related Sales |
||||
Product and other gross margin
|
|
$
|
354,662
|
|
|
22.5%
|
|
$
|
346,675
|
|
|
22.4%
|
Rental gross margin
|
|
98,687
|
|
|
43.2%
|
|
96,898
|
|
|
42.5%
|
||
Gross Margin
|
|
$
|
453,349
|
|
|
25.1%
|
|
$
|
443,573
|
|
|
25.0%
|
•
|
Product and other gross margin increased (10 basis points), driven primarily by margin improvements (20 basis points), predominately as a result of improved inventory management strategies for textbooks, and a favorable sales mix (20 basis points) resulting from an increase in higher margin general merchandise as a percentage of sales, partially offset by increased costs related to our college and university contracts (30 basis points) resulting from contract renewals and new store contracts.
|
•
|
Rental gross margin increased (70 basis points), driven primarily by margin improvements (150 basis points) and a favorable rental mix (10 basis points), partially offset by increased costs related to our college and university contracts (90 basis points) resulting from contract renewals and new store contracts.
|
|
|
52 weeks ended
|
|
52 weeks ended
|
||||||||
Dollars in thousands
|
|
April 30,
2016
|
|
% of
Sales |
|
May 2,
2015
|
|
% of
Sales |
||||
Total Selling and Administrative Expenses
|
|
$
|
375,219
|
|
|
20.8%
|
|
$
|
359,504
|
|
|
20.3%
|
|
|
52 weeks ended
|
|
52 weeks ended
|
||||||||
Dollars in thousands
|
|
April 30,
2016
|
|
% of
Sales |
|
May 2,
2015
|
|
% of
Sales |
||||
Total Depreciation and Amortization Expense
|
|
$
|
52,690
|
|
|
2.9%
|
|
$
|
50,509
|
|
|
2.8%
|
|
|
52 weeks ended
|
|
52 weeks ended
|
||||||||
Dollars in thousands
|
|
April 30,
2016
|
|
% of
Sales |
|
May 2,
2015
|
|
% of
Sales |
||||
Total Operating Income
|
|
$
|
4,623
|
|
|
0.2%
|
|
$
|
33,560
|
|
|
1.9%
|
|
|
52 weeks ended
|
||||||
Dollars in thousands
|
|
April 30, 2016
|
|
May 2, 2015
|
||||
Interest Expense, Net
|
|
$
|
1,872
|
|
|
$
|
210
|
|
|
|
52 weeks ended
|
|
52 weeks ended
|
||||||||
Dollars in thousands
|
|
April 30,
2016
|
|
Effective Rate
|
|
May 2,
2015
|
|
Effective Rate
|
||||
Income Tax Expense
|
|
$
|
2,667
|
|
|
96.9%
|
|
$
|
14,218
|
|
|
42.6%
|
|
|
52 weeks ended
|
||||||
Dollars in thousands
|
|
April 30, 2016
|
|
May 2, 2015
|
||||
Net Income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||
Dollars in thousands
|
|
May 2,
2015
|
|
May 3,
2014
|
||||
Product sales and other
|
|
$
|
1,544,975
|
|
|
$
|
1,536,180
|
|
Rental income
|
|
228,023
|
|
|
211,742
|
|
||
Total Sales
|
|
$
|
1,772,998
|
|
|
$
|
1,747,922
|
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||||
Dollars in thousands
|
|
May 2,
2015
|
|
% of
Related Sales
|
|
May 3,
2014
|
|
% of
Related Sales
|
||||
Product and other cost of sales
|
|
$
|
1,198,300
|
|
|
77.6%
|
|
$
|
1,180,727
|
|
|
76.9%
|
Rental cost of sales
|
|
131,125
|
|
|
57.5%
|
|
130,430
|
|
|
61.6%
|
||
Total Cost of Sales
|
|
$
|
1,329,425
|
|
|
75.0%
|
|
$
|
1,311,157
|
|
|
75.0%
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||||
Dollars in thousands
|
|
May 2,
2015
|
|
% of
Sales
|
|
May 3,
2014
|
|
% of
Sales
|
||||
Product and other gross margin
|
|
$
|
346,675
|
|
|
22.4%
|
|
$
|
355,453
|
|
|
23.1%
|
Rental gross margin
|
|
96,898
|
|
|
42.5%
|
|
81,312
|
|
|
38.4%
|
||
Gross Margin
|
|
$
|
443,573
|
|
|
25.0%
|
|
$
|
436,765
|
|
|
25.0%
|
•
|
Product and other gross margin decreased (70 basis points), primarily driven by comparison to prior year’s favorable LIFO adjustment (50 basis points) and increased costs related to our college and university contracts (15 basis points) resulting from contract renewals and new store contracts.
|
•
|
Rental gross margin increased (410 basis points), primarily driven by margin improvements (660 basis points) and a favorable rental mix (80 basis points), partially offset by increased costs related to our college and university contracts (330 basis points) resulting from contract renewals and new store contracts.
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||||
Dollars in thousands
|
|
May 2,
2015
|
|
% of
Sales
|
|
May 3,
2014
|
|
% of
Sales
|
||||
Total Selling and Administrative Expenses
|
|
$
|
359,504
|
|
|
20.3%
|
|
$
|
330,426
|
|
|
18.9%
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||||
Dollars in thousands
|
|
May 2,
2015
|
|
% of
Sales
|
|
May 3,
2014
|
|
% of
Sales
|
||||
Total Depreciation and Amortization Expense
|
|
$
|
50,509
|
|
|
2.8%
|
|
$
|
48,014
|
|
|
2.7%
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||||
Dollars in thousands
|
|
May 2,
2015
|
|
% of
Sales
|
|
May 3,
2014
|
|
% of
Sales
|
||||
Total Operating Profit
|
|
$
|
33,560
|
|
|
1.9%
|
|
$
|
58,325
|
|
|
3.3%
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||
Dollars in thousands
|
|
May 2,
2015
|
|
May 3,
2014
|
||||
Interest Expense, Net
|
|
$
|
210
|
|
|
$
|
385
|
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||||||
Dollars in thousands
|
|
May 2,
2015
|
|
Effective
Rate
|
|
May 3,
2014
|
|
Effective
Rate
|
||||||
Income Tax Expense
|
|
$
|
14,218
|
|
|
42.6
|
%
|
|
$
|
22,834
|
|
|
39.4
|
%
|
|
|
52 weeks ended
|
|
53 weeks ended
|
||||
Dollars in thousands
|
|
May 2,
2015
|
|
May 3,
2014
|
||||
Net Income
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
Dollars in thousands
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Net income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
Add:
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
52,690
|
|
|
50,509
|
|
|
48,014
|
|
|||
Interest expense, net
|
|
1,872
|
|
|
210
|
|
|
385
|
|
|||
Income tax expense
|
|
2,667
|
|
|
14,218
|
|
|
22,834
|
|
|||
Impairment loss (non-cash)
(a)
|
|
11,987
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
(a)
|
|
8,830
|
|
|
—
|
|
|
—
|
|
|||
Transaction costs
(b)
|
|
2,398
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA (non-GAAP)
|
|
$
|
80,528
|
|
|
$
|
84,069
|
|
|
$
|
106,339
|
|
Dollars in thousands
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Net income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
Reconciling items, after-tax
(below)
|
|
15,378
|
|
|
—
|
|
|
—
|
|
|||
Adjusted Earnings (non-GAAP)
|
|
$
|
15,462
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
|
|
|
|
|
|
|
||||||
Reconciling items, pre-tax
|
|
|
|
|
|
|
||||||
Impairment loss (non-cash)
(a)
|
|
$
|
11,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring costs
(a)
|
|
8,830
|
|
|
—
|
|
|
—
|
|
|||
Transaction costs
(b)
|
|
2,398
|
|
|
—
|
|
|
—
|
|
|||
Reconciling items, pre-tax
|
|
23,215
|
|
|
—
|
|
|
—
|
|
|||
Less: Pro forma income tax impact
(c)
|
|
7,837
|
|
|
—
|
|
|
—
|
|
|||
Reconciling items, after-tax
|
|
$
|
15,378
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(c)
|
Represents the projected reduction in income tax expense based on our current combined federal and state aggregate income tax rate.
|
Dollars in thousands
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Cash and cash equivalents at beginning of period
|
|
$
|
44,816
|
|
|
$
|
132,117
|
|
|
$
|
54,697
|
|
Net cash flows provided by operating activities
|
|
82,781
|
|
|
17,725
|
|
|
50,736
|
|
|||
Net cash flows used in investing activities
|
|
(70,740
|
)
|
|
(58,185
|
)
|
|
(37,445
|
)
|
|||
Net cash flows (used in) provided by financing activities
|
|
(28,289
|
)
|
|
(46,841
|
)
|
|
64,129
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
28,568
|
|
|
$
|
44,816
|
|
|
$
|
132,117
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
||||||||||
BNED Credit Facility
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
School management contract and other lease obligations
(b)
|
|
748.9
|
|
|
130.9
|
|
|
232.6
|
|
|
196.4
|
|
|
189.0
|
|
|||||
Purchase obligations
(c)
|
|
7.7
|
|
|
2.9
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities reflected on the balance sheet under GAAP
(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
756.6
|
|
|
$
|
133.8
|
|
|
$
|
237.4
|
|
|
$
|
196.4
|
|
|
$
|
189.0
|
|
(a)
|
As of
April 30, 2016
, we had no outstanding borrowings under the BNED Credit Facility.
|
(b)
|
Our contracts with colleges and universities are typically five years with renewal options, but can range from one to 15 years, and are typically cancelable by either party without penalty with 90 to120 days' notice. Annual projections are based on current minimum guarantee amounts. In 60% of our contracts with colleges and universities, the minimum guaranteed amounts adjust annually to equal less than the prior year's commission earned. Excludes obligations under store leases for property insurance and real estate taxes, which totaled approximately 2.1% of the minimum rent payments under those leases.
|
(c)
|
Includes information technology contracts.
|
(d)
|
Other long-term liabilities exclude $69.3 million of tax liabilities related to the long-term tax payable associated with the LIFO reserve and $0.02 million of unrecognized tax benefits, for which we cannot make a reasonably reliable estimate of the amount and period of payment. Management believes it is remote that the long-term tax payable associated with the LIFO reserve will be payable or will result in a cash tax payment in the foreseeable future, assuming that LIFO will continue to be an acceptable inventory method for tax purposes. See
Item 8. Financial Statements and Supplementary Information — Note 5. Supplementary Data
and
Note 14. Income Taxes
.
|
FINANCIAL STATEMENT INDEX
|
|||
|
|
|
Page No.
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
52 weeks ended
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||
|
|
April 30, 2016
|
|
May 2, 2015
|
|
May 3, 2014
|
||||||
Sales:
|
|
|
|
|
|
|
||||||
Product sales and other
|
|
$
|
1,579,617
|
|
|
$
|
1,544,975
|
|
|
$
|
1,536,180
|
|
Rental income
|
|
228,412
|
|
|
228,023
|
|
|
211,742
|
|
|||
Total sales
|
|
1,808,029
|
|
|
1,772,998
|
|
|
1,747,922
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
||||||
Product and other cost of sales
|
|
1,224,955
|
|
|
1,198,300
|
|
|
1,180,727
|
|
|||
Rental cost of sales
|
|
129,725
|
|
|
131,125
|
|
|
130,430
|
|
|||
Total cost of sales
|
|
1,354,680
|
|
|
1,329,425
|
|
|
1,311,157
|
|
|||
Gross profit
|
|
453,349
|
|
|
443,573
|
|
|
436,765
|
|
|||
Selling and administrative expenses
|
|
375,219
|
|
|
359,504
|
|
|
330,426
|
|
|||
Depreciation and amortization expense
|
|
52,690
|
|
|
50,509
|
|
|
48,014
|
|
|||
Impairment loss (non-cash)
|
|
11,987
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
|
8,830
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
4,623
|
|
|
33,560
|
|
|
58,325
|
|
|||
Interest expense, net
|
|
1,872
|
|
|
210
|
|
|
385
|
|
|||
Income before income taxes
|
|
2,751
|
|
|
33,350
|
|
|
57,940
|
|
|||
Income tax expense
|
|
2,667
|
|
|
14,218
|
|
|
22,834
|
|
|||
Net income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
Other comprehensive earnings, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total comprehensive income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
|
|
|
|
|
|
|
||||||
Earnings per share of Common Stock:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
—
|
|
|
$
|
0.33
|
|
|
$
|
0.88
|
|
Diluted
|
|
$
|
—
|
|
|
$
|
0.33
|
|
|
$
|
0.88
|
|
Weighted average shares of Common Stock outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
46,238
|
|
|
38,452
|
|
|
37,270
|
|
|||
Diluted
|
|
46,479
|
|
|
38,493
|
|
|
37,275
|
|
|
|
As of
|
||||||
|
|
April 30, 2016
|
|
May 2, 2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
28,568
|
|
|
$
|
44,816
|
|
Receivables, net
|
|
50,924
|
|
|
76,551
|
|
||
Merchandise inventories, net
|
|
312,747
|
|
|
297,424
|
|
||
Textbook rental inventories
|
|
47,760
|
|
|
47,550
|
|
||
Prepaid expenses and other current assets
|
|
6,453
|
|
|
4,625
|
|
||
Total current assets
|
|
446,452
|
|
|
470,966
|
|
||
Property and equipment, net
|
|
111,185
|
|
|
107,557
|
|
||
Intangible assets, net
|
|
199,663
|
|
|
198,190
|
|
||
Goodwill
|
|
280,911
|
|
|
274,070
|
|
||
Other noncurrent assets
|
|
33,472
|
|
|
39,885
|
|
||
Total assets
|
|
$
|
1,071,683
|
|
|
$
|
1,090,668
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
152,175
|
|
|
$
|
155,203
|
|
Accrued liabilities
|
|
105,877
|
|
|
97,575
|
|
||
Total current liabilities
|
|
258,052
|
|
|
252,778
|
|
||
Long-term deferred taxes, net
|
|
29,865
|
|
|
41,733
|
|
||
Other long-term liabilities
|
|
75,380
|
|
|
69,488
|
|
||
Total liabilities
|
|
363,297
|
|
|
363,999
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Preferred membership interests
|
|
—
|
|
|
—
|
|
||
Parent company investment
|
|
—
|
|
|
726,669
|
|
||
Preferred stock, $0.01 par value; authorized, 5,000 shares; issued and outstanding, none
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; authorized, 200,000 shares; issued, 48,645 and 0 shares, respectively; outstanding, 46,755 and 0 shares, respectively
|
|
486
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
|
1
|
|
|
—
|
|
||
Additional paid-in capital
|
|
699,512
|
|
|
—
|
|
||
Retained earnings
|
|
27,002
|
|
|
—
|
|
||
Treasury stock, at cost
|
|
(18,615
|
)
|
|
—
|
|
||
Total stockholders' equity
|
|
708,386
|
|
|
726,669
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,071,683
|
|
|
$
|
1,090,668
|
|
|
|
52 weeks ended
|
|
52 weeks ended
|
|
53 weeks ended
|
||||||
|
|
April 30, 2016
|
|
May 2, 2015
|
|
May 3, 2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
52,690
|
|
|
50,509
|
|
|
48,014
|
|
|||
Amortization of deferred financing costs
|
|
488
|
|
|
—
|
|
|
—
|
|
|||
Impairment loss (non-cash)
|
|
11,987
|
|
|
—
|
|
|
—
|
|
|||
Deferred taxes
|
|
(11,868
|
)
|
|
(11,332
|
)
|
|
(9,962
|
)
|
|||
Stock-based compensation expense
|
|
6,670
|
|
|
4,741
|
|
|
2,373
|
|
|||
Increase in other long-term liabilities
|
|
5,892
|
|
|
8,335
|
|
|
(6,226
|
)
|
|||
Changes in other operating assets and liabilities, net
|
|
16,838
|
|
|
(53,660
|
)
|
|
(18,569
|
)
|
|||
Net cash flows provided by operating activities
|
|
82,781
|
|
|
17,725
|
|
|
50,736
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(50,790
|
)
|
|
(48,452
|
)
|
|
(38,253
|
)
|
|||
Acquisition of business, net of cash acquired
|
|
(17,843
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase in other noncurrent assets
|
|
(2,107
|
)
|
|
(9,733
|
)
|
|
808
|
|
|||
Net cash flows used in investing activities
|
|
(70,740
|
)
|
|
(58,185
|
)
|
|
(37,445
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net changes in Barnes & Noble, Inc. Investment
|
|
(6,423
|
)
|
|
29,334
|
|
|
64,129
|
|
|||
Acquisition of Preferred Membership Interests
|
|
—
|
|
|
(76,175
|
)
|
|
—
|
|
|||
Proceeds from borrowings on Credit Facility
|
|
60,600
|
|
|
—
|
|
|
—
|
|
|||
Repayments of borrowings on Credit Facility
|
|
(60,600
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of deferred financing costs
|
|
(3,251
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury shares
|
|
(18,615
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flows (used in) provided by financing activities
|
|
(28,289
|
)
|
|
(46,841
|
)
|
|
64,129
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(16,248
|
)
|
|
(87,301
|
)
|
|
77,420
|
|
|||
Cash and cash equivalents at beginning of period
|
|
44,816
|
|
|
132,117
|
|
|
54,697
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
28,568
|
|
|
$
|
44,816
|
|
|
$
|
132,117
|
|
Changes in other operating assets and liabilities, net:
|
|
|
|
|
|
|
||||||
Receivables, net
|
|
$
|
25,732
|
|
|
$
|
(37,550
|
)
|
|
$
|
(2,707
|
)
|
Merchandise inventories
|
|
(15,323
|
)
|
|
(22,078
|
)
|
|
(29,988
|
)
|
|||
Textbook rental inventories
|
|
(210
|
)
|
|
(487
|
)
|
|
(3,003
|
)
|
|||
Prepaid expenses and other current assets
|
|
(2,508
|
)
|
|
(504
|
)
|
|
(1,481
|
)
|
|||
Accounts payable and accrued liabilities
|
|
9,147
|
|
|
6,959
|
|
|
18,610
|
|
|||
Changes in other operating assets and liabilities, net
|
|
$
|
16,838
|
|
|
$
|
(53,660
|
)
|
|
$
|
(18,569
|
)
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
56
|
|
|
$
|
210
|
|
|
$
|
385
|
|
Income taxes paid (net of refunds)
|
|
$
|
13,934
|
|
|
$
|
25,171
|
|
|
$
|
32,796
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Acquisition of Preferred Membership Interests for 2,737,290 shares of common stock of Barnes & Noble
|
|
$
|
—
|
|
|
$
|
76,175
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Accum.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Additional
|
|
Other
|
|
|
|
Preferred
|
|
Parent
|
|
|
|
|
|
|||||||||||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Comp.
|
|
Retained
|
|
Membership
|
|
Company
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||||||
|
|
Shares
|
Amount
|
|
Capital
|
|
Income
|
|
Earnings
|
|
Interests
|
|
Investment
|
|
Shares
|
Amount
|
|
Equity
|
||||||||||||||||||
Balance at May 3, 2014
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
383,397
|
|
|
$
|
366,240
|
|
|
—
|
|
$
|
—
|
|
|
$
|
749,637
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
19,132
|
|
|
|
|
|
19,132
|
|
||||||||||||||||
Net change in Barnes & Noble, Inc. Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
29,334
|
|
|
|
|
|
29,334
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
4,741
|
|
|
|
|
|
4,741
|
|
||||||||||||||||
Accretive dividend on preferred stockholders
|
|
|
|
|
|
|
|
|
|
|
6,077
|
|
|
(6,077
|
)
|
|
|
|
|
—
|
|
|||||||||||||||
Acquisition of preferred membership interests
|
|
|
|
|
|
|
|
|
|
|
(389,474
|
)
|
|
313,299
|
|
|
|
|
|
(76,175
|
)
|
|||||||||||||||
Balance at May 2, 2015
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
726,669
|
|
|
—
|
|
$
|
—
|
|
|
$
|
726,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
Accum.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Additional
|
|
Other
|
|
|
|
Preferred
|
|
Parent
|
|
|
|
|
|
|||||||||||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Comp.
|
|
Retained
|
|
Membership
|
|
Company
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||||||
|
|
Shares
|
Amount
|
|
Capital
|
|
Income
|
|
Earnings
|
|
Interests
|
|
Investment
|
|
Shares
|
Amount
|
|
Equity
|
||||||||||||||||||
Balance at May 2, 2015
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
726,669
|
|
|
—
|
|
$
|
—
|
|
|
$
|
726,669
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,918
|
)
|
|
|
|
|
(26,918
|
)
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
953
|
|
|
|
|
|
953
|
|
||||||||||||||||
Net change in Barnes & Noble, Inc. Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,868
|
)
|
|
|
|
|
(28,868
|
)
|
||||||||||||||||
Balance at August 2, 2015 (Spin-Off)
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
671,836
|
|
|
—
|
|
—
|
|
|
671,836
|
|
||||||||
Net change in Barnes & Noble, Inc. Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
22,445
|
|
|
|
|
|
22,445
|
|
||||||||||||||||
Capitalization at Spin-Off
|
|
48,187
|
|
482
|
|
|
693,799
|
|
|
|
|
|
|
|
|
(694,281
|
)
|
|
|
|
|
—
|
|
|||||||||||||
Stock-based compensation expense
|
|
|
|
|
5,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,717
|
|
||||||||||||||||
Vested equity awards
|
|
458
|
|
4
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||
Common stock repurchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,715
|
|
(16,612
|
)
|
|
(16,612
|
)
|
|||||||||||||||
Shares repurchased for tax withholdings for vested stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175
|
|
(2,003
|
)
|
|
(2,003
|
)
|
|||||||||||||||
Comprehensive income
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
27,002
|
|
|
|
|
|
|
|
|
|
27,002
|
|
||||||||||||||||
Balance at April 30, 2016
|
|
48,645
|
|
$
|
486
|
|
|
$
|
699,512
|
|
|
$
|
1
|
|
|
$
|
27,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,890
|
|
$
|
(18,615
|
)
|
|
$
|
708,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Increase Market Share with New Accounts
.
|
•
|
Adapting our Merchandising Strategy and Product and Service Offerings.
|
•
|
Scalable and Leading Digital Product and Solution Set
.
|
•
|
Expand Strategic Opportunities through Acquisitions and Partnerships
.
|
|
|
As of
|
||||||
|
|
April 30, 2016
|
|
May 2, 2015
|
||||
Trade accounts
|
|
$
|
35,578
|
|
|
$
|
26,423
|
|
Due from affiliate
(see Note 10)
|
|
—
|
|
|
38,241
|
|
||
Credit/debit card receivables
|
|
3,253
|
|
|
2,818
|
|
||
Other receivables
|
|
12,093
|
|
|
9,069
|
|
||
Total receivables, net
|
|
$
|
50,924
|
|
|
$
|
76,551
|
|
|
|
|
|
As of
|
||||||
|
|
Useful Life
|
|
April 30, 2016
|
|
May 2, 2015
|
||||
Property and equipment:
|
|
|
|
|
|
|
||||
Leasehold improvements
|
|
(a)
|
|
$
|
142,595
|
|
|
$
|
138,307
|
|
Display fixtures and equipment
|
|
3-5
|
|
219,289
|
|
|
206,705
|
|
||
Capitalized software costs
|
|
(b)
|
|
88,937
|
|
|
83,958
|
|
||
Office furniture and other
|
|
5-7
|
|
46,856
|
|
|
44,740
|
|
||
Construction in Progress
|
|
|
|
17,302
|
|
|
10,758
|
|
||
Total property and equipment
|
|
|
|
514,979
|
|
|
484,468
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
403,794
|
|
|
376,911
|
|
||
Total property and equipment, net
|
|
|
|
$
|
111,185
|
|
|
$
|
107,557
|
|
(a)
|
Leasehold improvements are capitalized and depreciated over the terms of the respective leases, ranging from one to 15 years.
|
(b)
|
System costs are capitalized and amortized over their estimated useful lives, from the date the systems become operational. Purchased software is generally amortized over 3 years.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Numerator for basic earnings per share:
|
|
|
|
|
|
||||||
Net income
|
$
|
84
|
|
|
$
|
19,132
|
|
|
$
|
35,106
|
|
Accretion of dividends on preferred stock
|
—
|
|
|
(6,076
|
)
|
|
(1,770
|
)
|
|||
Less allocation of earnings to participating securities
|
—
|
|
|
(313
|
)
|
|
(663
|
)
|
|||
Net income available to common shareholders
|
$
|
84
|
|
|
$
|
12,743
|
|
|
$
|
32,673
|
|
|
|
|
|
|
|
||||||
Numerator for diluted earnings per share:
|
|
|
|
|
|
||||||
Net income available to common shareholders
|
$
|
84
|
|
|
$
|
12,743
|
|
|
$
|
32,673
|
|
Accretion of dividends on preferred stock
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Allocation of earnings to participating securities
|
—
|
|
|
313
|
|
|
663
|
|
|||
Less diluted allocation of earnings to participating securities
|
—
|
|
|
(313
|
)
|
|
(663
|
)
|
|||
Net income available to common shareholders
|
$
|
84
|
|
|
$
|
12,743
|
|
|
$
|
32,673
|
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per share:
(b)
|
|
|
|
|
|
||||||
Basic weighted average shares of Common Stock
|
46,238
|
|
|
38,452
|
|
|
37,270
|
|
|||
|
|
|
|
|
|
||||||
Denominator for diluted earnings per share:
(c)
|
|
|
|
|
|
||||||
Basic weighted average shares of Common Stock
|
46,238
|
|
|
38,452
|
|
|
37,270
|
|
|||
Average dilutive restricted stock units
|
227
|
|
|
—
|
|
|
—
|
|
|||
Average dilutive options
|
14
|
|
|
41
|
|
|
5
|
|
|||
Diluted weighted average shares of Common Stock
|
46,479
|
|
|
38,493
|
|
|
37,275
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share of Common Stock:
|
|
|
|
|
|
||||||
Basic
|
$
|
—
|
|
|
$
|
0.33
|
|
|
$
|
0.88
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.33
|
|
|
$
|
0.88
|
|
(a)
|
Although the Company was in a net income position during
Fiscal 2016, Fiscal 2015 and Fiscal 2014
, the dilutive effect of the accretion of preferred membership interests were excluded from the calculation of income per share using the two-class method because the effect would be antidilutive.
|
(b)
|
For periods prior to the Spin-Off from Barnes & Noble, Inc. on August 2, 2015, basic earnings per share and weighted-average basic shares outstanding are based on the number of shares of Barnes & Noble, Inc. common stock outstanding as of the end of the period, adjusted for the distribution ratio of
0.632
shares of our Common Stock for every one share of Barnes & Noble, Inc. common stock held on the record date for the Spin-Off.
|
(c)
|
For periods prior to the Spin-Off, diluted earnings per share and weighted-average diluted shares outstanding reflect potential common shares from Barnes & Noble, Inc. equity plans in which our employees participated. Certain of our employees held restricted stock units and stock options granted by Barnes & Noble, Inc. which were considered participating securities.
|
|
|
|
|
As of April 30, 2016
|
||||||||||
Amortizable intangible assets
|
|
Remaining
Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Total
|
||||||
Customer relationships
|
|
10 - 18
|
|
$
|
255,050
|
|
|
$
|
(67,151
|
)
|
|
$
|
187,899
|
|
Technology
|
|
10
|
|
10,600
|
|
|
(177
|
)
|
|
10,423
|
|
|||
Other
|
|
1 - 9
|
|
1,605
|
|
|
(264
|
)
|
|
1,341
|
|
|||
|
|
|
|
$
|
267,255
|
|
|
$
|
(67,592
|
)
|
|
$
|
199,663
|
|
|
|
|
|
As of May 2, 2015
|
||||||||||
Amortizable intangible assets
|
|
Remaining
Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Total
|
||||||
Customer relationships
|
|
19
|
|
$
|
255,000
|
|
|
$
|
(56,950
|
)
|
|
$
|
198,050
|
|
Other
|
|
2 - 10
|
|
305
|
|
|
(165
|
)
|
|
140
|
|
|||
|
|
|
|
$
|
255,305
|
|
|
$
|
(57,115
|
)
|
|
$
|
198,190
|
|
Aggregate Amortization Expense:
|
|
||
For the 52 weeks ended April 30, 2016
|
$
|
10,477
|
|
For the 52 weeks ended May 2, 2015
|
$
|
10,252
|
|
For the 53 weeks ended May 3, 2014
|
$
|
10,294
|
|
Balance at May 3, 2014
|
|
$
|
274,070
|
|
Goodwill related to acquisitions
|
|
—
|
|
|
Balance at May 2, 2015
|
|
$
|
274,070
|
|
Goodwill related to acquisitions, including foreign currency translation (see Note 4)
|
|
6,841
|
|
|
Balance at April 30, 2016
|
|
$
|
280,911
|
|
|
April 30,
2016 |
|
May 2,
2015 |
||||
Tax liabilities and reserves
|
$
|
69,345
|
|
|
$
|
63,673
|
|
Deferred contract obligations
(a)
|
4,164
|
|
|
4,082
|
|
||
Other
|
1,871
|
|
|
1,733
|
|
||
Total other long-term liabilities
|
$
|
75,380
|
|
|
$
|
69,488
|
|
(a)
|
Contract obligations primarily consist of the payments we make to the colleges and universities to operate their official bookstores (management service agreement costs), including rent expense.
|
•
|
a Separation and Distribution Agreement that set forth Barnes & Noble’s and our agreements regarding the principal actions that both parties took in connection with the Spin-Off and aspects of our relationship following the Spin-Off. The term of the agreement is perpetual after the Distribution date;
|
•
|
a Transition Services Agreement pursuant to which Barnes & Noble agreed to provide us with specified services for a limited time to help ensure an orderly transition following the Distribution. The Transition Services Agreement specifies the calculation of our costs for these services. The agreement will expire and services under it will cease no later than two years following the Distribution date or sooner in the event we no longer require such services;
|
•
|
a Tax Matters Agreement governs the respective rights, responsibilities and obligations of Barnes & Noble and us after the Spin-Off with respect to all tax matters (including tax liabilities, tax attributes, tax returns and tax contests). The agreement will expire after two years following the Distribution date;
|
•
|
an Employee Matters Agreement with Barnes & Noble addressing employment, compensation and benefits matters including the allocation and treatment of assets and liabilities arising out of employee compensation and benefits programs in which our employees participated prior to the Spin-Off. The agreement will expire and services under it will cease when we no longer require such services; and
|
•
|
a Trademark License Agreement pursuant to which Barnes & Noble grants us an exclusive license in certain licensed trademarks and a non-exclusive license in other licensed trademarks. The term of the agreement is perpetual after the Distribution date.
|
•
|
Barnes & Noble RSU awards held by our employees (or transferred employees) were converted to
877,426
shares of our RSUs with substantially the same vesting schedule as the forfeited awards. Compensation expense for these awards will continue to be recognized ratably over the remaining term of the unvested awards of approximately two years;
|
•
|
27,272
BNED RS awards were granted to former Barnes & Noble BOD members involved in the Spin-Off transaction. The awards vested during the 13 weeks ended October 31, 2015;
|
•
|
804,126
BNED RSU awards were granted to employees in accordance with Equity Incentive Plan;
|
•
|
46,080
BNED RS awards were granted to the current BOD members for annual director compensation with a one year vesting period in accordance with Equity Incentive Plan.
|
|
|
Restricted Stock Awards
|
|
Restricted Stock Units
|
||||||||||
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
||||||
Balance, August 2, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted (a)
|
|
73,352
|
|
|
$
|
13.08
|
|
|
1,681,552
|
|
|
$
|
10.12
|
|
Vested
|
|
(27,272
|
)
|
|
$
|
13.19
|
|
|
(431,106
|
)
|
|
$
|
7.29
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
(8,979
|
)
|
|
$
|
9.92
|
|
Balance, April 30, 2016
|
|
46,080
|
|
|
$
|
13.02
|
|
|
1,241,467
|
|
|
$
|
11.10
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Restricted Stock Expense
|
$
|
840
|
|
|
$
|
306
|
|
|
$
|
—
|
|
Restricted Stock Units Expense
|
5,710
|
|
|
3,757
|
|
|
1,943
|
|
|||
Stock Option Expense
|
120
|
|
|
678
|
|
|
430
|
|
|||
Stock-Based Compensation Expense
|
$
|
6,670
|
|
|
$
|
4,741
|
|
|
$
|
2,373
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
13,019
|
|
|
$
|
22,061
|
|
|
$
|
27,574
|
|
State
|
|
1,783
|
|
|
3,489
|
|
|
5,222
|
|
|||
Total current
|
|
14,802
|
|
|
25,550
|
|
|
32,796
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(9,922
|
)
|
|
(10,247
|
)
|
|
(8,493
|
)
|
|||
State
|
|
(2,213
|
)
|
|
(1,085
|
)
|
|
(1,469
|
)
|
|||
Total deferred
|
|
(12,135
|
)
|
|
(11,332
|
)
|
|
(9,962
|
)
|
|||
Total
|
|
$
|
2,667
|
|
|
$
|
14,218
|
|
|
$
|
22,834
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||
Federal statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
|
(15.2
|
)
|
|
4.7
|
|
|
4.3
|
|
Valuation allowances
|
|
50.6
|
|
|
—
|
|
|
—
|
|
Permanent book / tax differences
|
|
31.1
|
|
|
—
|
|
|
—
|
|
Other, net
|
|
(4.6
|
)
|
|
2.9
|
|
|
0.1
|
|
Effective income tax rate
|
|
96.9
|
%
|
|
42.6
|
%
|
|
39.4
|
%
|
|
|
As of
|
||||||
|
|
April 30, 2016
|
|
May 2, 2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Estimated accrued liabilities
|
|
$
|
13,859
|
|
|
$
|
13,241
|
|
Inventory
|
|
12,926
|
|
|
12,941
|
|
||
Stock-based compensation
|
|
1,648
|
|
|
1,351
|
|
||
Insurance liability
|
|
1,050
|
|
|
921
|
|
||
Lease transactions
|
|
2,138
|
|
|
1,580
|
|
||
Property and equipment
|
|
6,802
|
|
|
4,075
|
|
||
Tax credits
|
|
112
|
|
|
—
|
|
||
Net operating losses
|
|
3,477
|
|
|
—
|
|
||
Other
|
|
1,499
|
|
|
840
|
|
||
Gross deferred tax assets
|
|
43,511
|
|
|
34,949
|
|
||
Valuation allowance
|
|
(1,394
|
)
|
|
—
|
|
||
Net deferred tax assets
|
|
42,117
|
|
|
34,949
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible asset amortization
|
|
(71,982
|
)
|
|
(76,682
|
)
|
||
Depreciation
|
|
—
|
|
|
—
|
|
||
Gross deferred tax liabilities
|
|
(71,982
|
)
|
|
(76,682
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(29,865
|
)
|
|
$
|
(41,733
|
)
|
Balance at April 27, 2013
|
$
|
96
|
|
Additions for tax positions of the current period
|
84
|
|
|
Additions for tax positions of prior periods
|
—
|
|
|
Reductions due to settlements
|
—
|
|
|
Other reductions for tax positions of prior periods
|
—
|
|
|
Balance at May 3, 2014
|
$
|
180
|
|
Additions for tax positions of the current period
|
35
|
|
|
Additions for tax positions of prior periods
|
—
|
|
|
Reductions due to settlements
|
—
|
|
|
Other reductions for tax positions of prior periods
|
—
|
|
|
Balance at May 2, 2015
|
$
|
215
|
|
Additions for tax positions of the current period
|
21
|
|
|
Additions for tax positions of prior periods
|
—
|
|
|
Reductions due to settlements
|
—
|
|
|
Other reductions for tax positions of prior periods
|
(215
|
)
|
|
Balance at April 30, 2016
|
$
|
21
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Minimum contract expense
|
|
$
|
140,743
|
|
|
$
|
125,388
|
|
|
$
|
118,873
|
|
Percentage contract expense
|
|
101,552
|
|
|
106,011
|
|
|
99,025
|
|
|||
|
|
$
|
242,295
|
|
|
$
|
231,399
|
|
|
$
|
217,898
|
|
Fiscal Year
|
|
||
2017
|
$
|
130,927
|
|
2018
|
120,071
|
|
|
2019
|
112,547
|
|
|
2020
|
102,325
|
|
|
2021
|
94,006
|
|
|
After 2021
|
188,989
|
|
|
|
$
|
748,865
|
|
Less Than 1 Year
|
$
|
2,867
|
|
1-3 Years
|
4,800
|
|
|
Total
|
$
|
7,667
|
|
Fiscal 2016 Quarterly Period Ended
|
|
August 1,
2015 (a)(b)
|
|
October 31,
2015
|
|
January 30,
2016
|
|
April 30,
2016
|
|
Fiscal Year
2016
|
||||||||||
Sales
|
|
$
|
238,983
|
|
|
$
|
755,864
|
|
|
$
|
518,423
|
|
|
$
|
294,759
|
|
|
$
|
1,808,029
|
|
Gross profit
|
|
$
|
51,544
|
|
|
$
|
175,121
|
|
|
$
|
120,640
|
|
|
$
|
106,044
|
|
|
$
|
453,349
|
|
Net (loss) income
|
|
$
|
(26,918
|
)
|
|
$
|
33,401
|
|
|
$
|
(3,603
|
)
|
|
$
|
(2,796
|
)
|
|
$
|
84
|
|
Basic (loss) earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
|
$
|
(0.65
|
)
|
|
$
|
0.69
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
Diluted (loss) earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
|
$
|
(0.65
|
)
|
|
$
|
0.69
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
Fiscal 2015 Quarterly Period Ended
|
|
August 2,
2014
|
|
November 1,
2014
|
|
January 31,
2015
|
|
May 2,
2015
|
|
Fiscal Year
2015
|
||||||||||
Sales
|
|
$
|
225,741
|
|
|
$
|
751,702
|
|
|
$
|
521,554
|
|
|
$
|
274,001
|
|
|
$
|
1,772,998
|
|
Gross profit
|
|
$
|
47,310
|
|
|
$
|
173,511
|
|
|
$
|
121,622
|
|
|
$
|
101,130
|
|
|
$
|
443,573
|
|
Net (loss) income
|
|
$
|
(26,213
|
)
|
|
$
|
36,951
|
|
|
$
|
8,650
|
|
|
$
|
(256
|
)
|
|
$
|
19,132
|
|
Basic (loss) earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income (a)
|
|
$
|
(0.71
|
)
|
|
$
|
0.95
|
|
|
$
|
0.09
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.33
|
|
Diluted (loss) earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income (b)
|
|
$
|
(0.71
|
)
|
|
$
|
0.95
|
|
|
$
|
0.09
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.33
|
|
(a)
|
Basic earnings per share and weighted-average basic shares outstanding are based on the number of shares of Barnes & Noble, Inc. common stock outstanding on May 2, 2015, adjusted for an assumed distribution ratio of
0.632
shares of our Common Stock for every one share of Barnes & Noble, Inc. common stock held on the record date for the Spin-Off.
|
(b)
|
Diluted earnings per share and weighted-average diluted shares outstanding reflect potential common shares from Barnes & Noble, Inc. equity plans in which our employees participate based on the distribution ratio. While the actual future impact will depend on various factors, including employees who may change employment from one company to another, we believe the estimate yields a reasonable approximation of the future dilutive impact of our equity plans.
|
|
|
Balance at
beginning
of period
|
|
Charge
(recovery) to
costs and
expenses
|
|
Write-offs
|
|
Balance at
end
of period
|
||||||||
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
||||||||
April 30, 2016
|
|
$
|
2,313
|
|
|
$
|
4,000
|
|
|
$
|
(3,993
|
)
|
|
$
|
2,320
|
|
May 2, 2015
|
|
$
|
2,233
|
|
|
$
|
3,544
|
|
|
$
|
(3,464
|
)
|
|
$
|
2,313
|
|
May 3, 2014
|
|
$
|
2,425
|
|
|
$
|
2,666
|
|
|
$
|
(2,858
|
)
|
|
$
|
2,233
|
|
|
|
Balance at
beginning
of period
|
|
Addition
Charged to
Costs
|
|
Deductions
|
|
Balance at
end
of period
|
||||||||
Sales Returns Reserves
|
|
|
|
|
|
|
|
|
||||||||
April 30, 2016
|
|
$
|
162
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
209
|
|
May 2, 2015
|
|
$
|
153
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
162
|
|
May 3, 2014
|
|
$
|
123
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
153
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Plan Category
|
|
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
in column (a))
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
|
1,287,547
|
|
|
$
|
11.17
|
|
|
1,287,547
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
1,287,547
|
|
|
$
|
11.17
|
|
|
1,287,547
|
|
1.
|
Consolidated Financial Statements of Barnes & Noble Education, Inc.:
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2.
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Financial Statement Schedules of Barnes & Noble Education, Inc.:
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3.
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Exhibits:
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10.7†
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Barnes & Noble Education, Inc. Form of Performance Unit Award Agreement
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10.8†
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Barnes & Noble Education, Inc. Form of Performance-Based Stock Unit Award Agreement
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10.9†
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Barnes & Noble Education, Inc. Form of Restricted Stock Unit Award Agreement
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10.10†
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Barnes & Noble Education, Inc. Form of Restricted Stock Award Agreement
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10.11†
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Amended and Restated Employment Agreement, dated June 25, 2015, between Barnes & Noble Education, Inc. and Max J. Roberts filed as Exhibit 10.9 to Report on Form S-1/A filed with the SEC on July 13, 2015, and incorporated herein by reference.
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10.12†
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Amended and Restated Employment Agreement, dated June 24, 2015, between Barnes & Noble Education, Inc. and Barry Brover filed as Exhibit 10.10 to Report on Form S-1/A filed with the SEC on July 13, 2015, and incorporated herein by reference.
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10.13†
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Amended and Restated Employment Agreement, dated June 24, 2015, between Barnes & Noble Education, Inc. and Patrick Maloney filed as Exhibit 10.11 to Report on Form S-1/A filed with the SEC on July 13, 2015, and incorporated herein by reference.
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10.14†
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Amended and Restated Employment Agreement, dated June 24, 2015, between Barnes & Noble Education, Inc. and William Maloney filed as Exhibit 10.12 to Report on Form S-1/A filed with the SEC on July 13, 2015, and incorporated herein by reference.
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10.15†
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Employment Agreement, dated June 26, 2015, between Barnes & Noble Education, Inc. and Michael P. Huseby filed as Exhibit 10.13 to Report on Form S-1/A filed with the SEC on July 13, 2015, and incorporated herein by reference.
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10.16†
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Form of Director Indemnification Agreement
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10.17†
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Retention Bonus Agreement, dated February 7, 2014, between Barnes & Noble Education, Inc. and Barry Brover
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10.18†
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Retention Bonus Agreement, dated February 7, 2014, between Barnes & Noble Education, Inc. and Patrick Maloney
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10.19†
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Retention Bonus Agreement, dated February 7, 2014, between Barnes & Noble Education, Inc. and Joel Friedman
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Other.
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21.1
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List of subsidiaries of Barnes & Noble Education, Inc.
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23.1
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Consent of Ernst & Young LLP
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31.1
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Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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†
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Previously filed.
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BARNES & NOBLE EDUCATION, INC.
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(Registrant)
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By:
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/s/ Max J. Roberts
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Max J. Roberts
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Chief Executive Officer
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Date: June 29, 2016
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Name
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Title
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Date
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/s/ Michael P. Huseby
Michael P. Huseby
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Executive Chairman and Director
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June 29, 2016
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/s/ Max J. Roberts
Max J. Roberts
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Chief Executive Officer and Director
(Principal Executive Officer)
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June 29, 2016
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/s/ Barry Brover
Barry Brover
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Chief Financial Officer
(Principal Financial Officer)
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June 29, 2016
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/s/ Seema C. Paul
Seema C. Paul
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Chief Accounting Officer
(Principal Accounting Officer)
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June 29, 2016
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/s/ Daniel A. DeMatteo
Daniel A. DeMatteo
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Director
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June 29, 2016
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/s/ David G. Golden
David G. Golden
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Director
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June 29, 2016
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/s/ John R. Ryan
John R. Ryan
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Director
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June 29, 2016
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/s/ Jerry Sue Thornton
Jerry Sue Thornton
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Director
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June 29, 2016
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/s/ David A. Wilson
David A. Wilson
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Director
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June 29, 2016
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