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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 | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.03 | 3 | 11:35:19 |
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x
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QUARTERLY 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
|
Delaware
|
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46-0599018
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(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
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|
|
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120 Mountain View Blvd., Basking Ridge, NJ
|
|
07920
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(Address of Principal Executive Offices)
|
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(Zip Code)
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Large accelerated filer
|
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¨
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Accelerated filer
|
|
x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging Growth Company
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¨
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Page No.
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|||
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13 weeks ended
|
||||||
|
|
July 28,
2018 |
|
July 29,
2017 |
||||
Sales:
|
|
|
|
|
||||
Product sales and other
|
|
$
|
317,845
|
|
|
$
|
334,969
|
|
Rental income
|
|
19,639
|
|
|
20,742
|
|
||
Total sales
|
|
337,484
|
|
|
355,711
|
|
||
Cost of sales:
|
|
|
|
|
||||
Product and other cost of sales
|
|
258,752
|
|
|
277,678
|
|
||
Rental cost of sales
|
|
12,122
|
|
|
12,833
|
|
||
Total cost of sales
|
|
270,874
|
|
|
290,511
|
|
||
Gross profit
|
|
66,610
|
|
|
65,200
|
|
||
Selling and administrative expenses
|
|
99,144
|
|
|
99,897
|
|
||
Depreciation and amortization expense
|
|
16,538
|
|
|
15,017
|
|
||
Restructuring and other charges
|
|
—
|
|
|
5,236
|
|
||
Transaction costs
|
|
—
|
|
|
589
|
|
||
Operating loss
|
|
(49,072
|
)
|
|
(55,539
|
)
|
||
Interest expense, net
|
|
3,522
|
|
|
3,038
|
|
||
Loss before income taxes
|
|
(52,594
|
)
|
|
(58,577
|
)
|
||
Income tax benefit
|
|
(13,972
|
)
|
|
(23,794
|
)
|
||
Net loss
|
|
$
|
(38,622
|
)
|
|
$
|
(34,783
|
)
|
|
|
|
|
|
||||
Loss per share of common stock:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.82
|
)
|
|
$
|
(0.75
|
)
|
Diluted
|
|
$
|
(0.82
|
)
|
|
$
|
(0.75
|
)
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
||||
Basic
|
|
46,917
|
|
|
46,517
|
|
||
Diluted
|
|
46,917
|
|
|
46,517
|
|
|
July 28,
2018 |
|
July 29,
2017 |
|
April 28,
2018 |
||||||
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
13,258
|
|
|
$
|
14,192
|
|
|
$
|
16,126
|
|
Receivables, net
|
99,775
|
|
|
112,472
|
|
|
100,060
|
|
|||
Merchandise inventories, net
|
729,877
|
|
|
770,691
|
|
|
443,559
|
|
|||
Textbook rental inventories
|
6,237
|
|
|
6,931
|
|
|
47,779
|
|
|||
Prepaid expenses and other current assets
|
18,738
|
|
|
23,260
|
|
|
11,847
|
|
|||
Total current assets
|
867,885
|
|
|
927,546
|
|
|
619,371
|
|
|||
Property and equipment, net
|
108,090
|
|
|
113,085
|
|
|
111,287
|
|
|||
Intangible assets, net
|
213,945
|
|
|
206,382
|
|
|
219,129
|
|
|||
Goodwill
|
49,282
|
|
|
329,467
|
|
|
49,282
|
|
|||
Other noncurrent assets
|
41,659
|
|
|
42,195
|
|
|
40,142
|
|
|||
Total assets
|
$
|
1,280,861
|
|
|
$
|
1,618,675
|
|
|
$
|
1,039,211
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
463,723
|
|
|
$
|
511,488
|
|
|
$
|
187,909
|
|
Accrued liabilities
|
93,232
|
|
|
89,934
|
|
|
125,556
|
|
|||
Short-term borrowings
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
|||
Total current liabilities
|
656,955
|
|
|
701,422
|
|
|
413,465
|
|
|||
Long-term deferred taxes, net
|
3,172
|
|
|
19,791
|
|
|
2,106
|
|
|||
Other long-term liabilities
|
58,852
|
|
|
96,457
|
|
|
59,277
|
|
|||
Long-term borrowings
|
130,200
|
|
|
120,100
|
|
|
96,400
|
|
|||
Total liabilities
|
849,179
|
|
|
937,770
|
|
|
571,248
|
|
|||
Commitments and contingencies
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stockholders' equity:
|
|
|
|
|
|
||||||
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, 50,032, 49,372 and 50,032 shares, respectively; outstanding, 46,917, 46,517 and 49,372 shares, respectively
|
501
|
|
|
494
|
|
|
501
|
|
|||
Additional paid-in capital
|
719,664
|
|
|
710,851
|
|
|
717,323
|
|
|||
Accumulated deficit
|
(258,825
|
)
|
|
(2,420
|
)
|
|
(220,203
|
)
|
|||
Treasury stock, at cost
|
(29,658
|
)
|
|
(28,020
|
)
|
|
(29,658
|
)
|
|||
Total stockholders' equity
|
431,682
|
|
|
680,905
|
|
|
467,963
|
|
|||
Total liabilities and stockholders' equity
|
$
|
1,280,861
|
|
|
$
|
1,618,675
|
|
|
$
|
1,039,211
|
|
|
13 weeks ended
|
||||||
|
July 28,
2018 |
|
July 29,
2017 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(38,622
|
)
|
|
$
|
(34,783
|
)
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
16,538
|
|
|
15,017
|
|
||
Amortization of deferred financing costs
|
376
|
|
|
376
|
|
||
Deferred taxes
|
1,066
|
|
|
2,920
|
|
||
Stock-based compensation expense
|
2,341
|
|
|
1,980
|
|
||
Changes in other long-term liabilities
|
(1,056
|
)
|
|
43
|
|
||
Changes in other operating assets and liabilities, net
|
(7,996
|
)
|
|
(41,809
|
)
|
||
Net cash flows used in operating activities
|
(27,353
|
)
|
|
(56,256
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(8,240
|
)
|
|
(7,881
|
)
|
||
Net increase in other noncurrent assets
|
(1,074
|
)
|
|
(1,174
|
)
|
||
Net cash flows used in investing activities
|
(9,314
|
)
|
|
(9,055
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings under Credit Agreement
|
96,300
|
|
|
110,300
|
|
||
Repayments of borrowings under Credit Agreement
|
(62,500
|
)
|
|
(49,800
|
)
|
||
Net cash flows provided by financing activities
|
33,800
|
|
|
60,500
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(2,867
|
)
|
|
(4,811
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
16,869
|
|
|
21,697
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
14,002
|
|
|
$
|
16,886
|
|
Changes in other operating assets and liabilities, net:
|
|
|
|
||||
Receivables, net
|
$
|
285
|
|
|
$
|
(26,431
|
)
|
Merchandise inventories
|
(286,318
|
)
|
|
(336,627
|
)
|
||
Textbook rental inventories
|
41,542
|
|
|
45,895
|
|
||
Prepaid expenses and other current assets
|
(6,891
|
)
|
|
(12,561
|
)
|
||
Accounts payable and accrued liabilities
|
243,386
|
|
|
287,915
|
|
||
Changes in other operating assets and liabilities, net
|
$
|
(7,996
|
)
|
|
$
|
(41,809
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Shares
|
|
Amount
|
|
Equity
|
||||||||||||
Balance at April 29, 2017
|
|
49,372
|
|
|
$
|
494
|
|
|
$
|
708,871
|
|
|
$
|
32,363
|
|
|
2,855
|
|
|
$
|
(28,020
|
)
|
|
$
|
713,708
|
|
Stock-based compensation expense
|
|
|
|
|
|
1,980
|
|
|
|
|
|
|
|
|
1,980
|
|
||||||||||
Net loss
|
|
|
|
|
|
|
|
(34,783
|
)
|
|
|
|
|
|
(34,783
|
)
|
||||||||||
Balance at July 29, 2017
|
|
49,372
|
|
|
$
|
494
|
|
|
$
|
710,851
|
|
|
$
|
(2,420
|
)
|
|
2,855
|
|
|
$
|
(28,020
|
)
|
|
$
|
680,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Shares
|
|
Amount
|
|
Equity
|
||||||||||||
Balance at April 28, 2018
|
|
50,032
|
|
|
$
|
501
|
|
|
$
|
717,323
|
|
|
$
|
(220,203
|
)
|
|
3,115
|
|
|
$
|
(29,658
|
)
|
|
$
|
467,963
|
|
Stock-based compensation expense
|
|
|
|
|
|
2,341
|
|
|
|
|
|
|
|
|
2,341
|
|
||||||||||
Net loss
|
|
|
|
|
|
|
|
(38,622
|
)
|
|
|
|
|
|
(38,622
|
)
|
||||||||||
Balance at July 28, 2018
|
|
50,032
|
|
|
$
|
501
|
|
|
$
|
719,664
|
|
|
$
|
(258,825
|
)
|
|
3,115
|
|
|
$
|
(29,658
|
)
|
|
$
|
431,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended
|
||||||
|
|
July 28, 2018
|
|
July 28, 2017
|
||||
BNC
|
|
|
|
|
||||
Retail Product Sales
|
|
$
|
217,146
|
|
|
$
|
221,064
|
|
Rental Income
|
|
18,833
|
|
|
19,967
|
|
||
Service and Other Revenue
(a)
|
|
9,196
|
|
|
8,946
|
|
||
BNC Total Sales
|
|
$
|
245,175
|
|
|
$
|
249,977
|
|
MBS
|
|
|
|
|
||||
Retail Product Sales
|
|
$
|
41,109
|
|
|
$
|
46,507
|
|
Wholesale Product Sales
|
|
88,409
|
|
|
92,519
|
|
||
Rental Income
|
|
806
|
|
|
775
|
|
||
MBS Total Sales
|
|
$
|
130,324
|
|
|
$
|
139,801
|
|
DSS Sales
(b)
|
|
$
|
5,677
|
|
|
$
|
—
|
|
Eliminations
(c)
|
|
$
|
(43,692
|
)
|
|
$
|
(34,067
|
)
|
Total Sales
|
|
$
|
337,484
|
|
|
$
|
355,711
|
|
(a)
|
Service and other revenue primarily relates to brand partnerships and other service revenues.
|
(b)
|
DSS sales primarily relate to Student Brands subscription revenue.
|
(c)
|
The sales eliminations represent the elimination of MBS sales to BNC and the elimination of BNC commissions earned from MBS.
|
|
|
13 weeks ended
|
||
|
|
July 28, 2018
|
||
Deferred revenue at the beginning of period
|
|
$
|
20,144
|
|
Additions to deferred revenue during the period
|
|
25,100
|
|
|
Reductions to deferred revenue for revenue recognized during the period
|
|
(29,393
|
)
|
|
Deferred revenue balance at the end of period
|
|
$
|
15,851
|
|
•
|
The sales eliminations represent the elimination of MBS sales to BNC and the elimination of BNC commissions earned from MBS, and
|
•
|
The cost of sales eliminations represent (i) the recognition of intercompany profit for BNC inventory that was purchased from MBS in a prior period that was subsequently sold to external customers during the current period, net of (ii) the elimination of intercompany profit for MBS inventory purchases by BNC that remain in ending inventory at the end of the current period.
|
•
|
The gross margin elimination reflects the net impact of the sales eliminations and cost of sales eliminations. The gross margin elimination impact of
$15,010
during the 13 weeks ended July 28, 2018 primarily relates to the intercompany profit realized for textbooks sold by MBS to BNC and remaining in BNC inventory at the end of the quarter prior to fall rush, when the textbooks will be sold by BNC.
|
|
13 weeks ended
|
||||||
|
July 28,
2018 |
|
July 29,
2017 |
||||
Sales:
|
|
|
|
||||
BNC
|
$
|
245,175
|
|
|
$
|
249,977
|
|
MBS
|
130,324
|
|
|
139,801
|
|
||
DSS
(a)
|
5,677
|
|
|
—
|
|
||
Elimination
|
(43,692
|
)
|
|
(34,067
|
)
|
||
Total Sales
|
$
|
337,484
|
|
|
$
|
355,711
|
|
|
|
|
|
||||
Gross Profit
|
|
|
|
||||
BNC
|
$
|
49,315
|
|
|
$
|
49,224
|
|
MBS
|
26,751
|
|
|
27,589
|
|
||
DSS
(a)
|
5,554
|
|
|
—
|
|
||
Elimination
|
(15,010
|
)
|
|
(11,613
|
)
|
||
Total Gross Profit
|
$
|
66,610
|
|
|
$
|
65,200
|
|
|
|
|
|
||||
Depreciation and Amortization
|
|
|
|
||||
BNC
|
$
|
13,255
|
|
|
$
|
13,332
|
|
MBS
|
1,530
|
|
|
1,635
|
|
||
DSS
(a)
|
1,709
|
|
|
—
|
|
||
Corporate Services
|
44
|
|
|
50
|
|
||
Total Depreciation and Amortization
|
$
|
16,538
|
|
|
$
|
15,017
|
|
|
|
|
|
||||
Operating (Loss) Income
|
|
|
|
||||
BNC
|
$
|
(42,955
|
)
|
|
$
|
(45,290
|
)
|
MBS
|
13,362
|
|
|
13,878
|
|
||
DSS
(a)
|
1,066
|
|
|
(223
|
)
|
||
Corporate Services
(b)
|
(5,537
|
)
|
|
(12,291
|
)
|
||
Elimination
|
(15,008
|
)
|
|
(11,613
|
)
|
||
Total Operating Loss
|
$
|
(49,072
|
)
|
|
$
|
(55,539
|
)
|
|
|
|
|
||||
The following is a reconciliation of segment Operating Loss to consolidated Loss Before Income Taxes:
|
|
|
|
||||
Total Operating Loss
|
$
|
(49,072
|
)
|
|
$
|
(55,539
|
)
|
Interest Expense, net
|
(3,522
|
)
|
|
(3,038
|
)
|
||
Loss Before Income Taxes
|
$
|
(52,594
|
)
|
|
$
|
(58,577
|
)
|
|
|
|
|
|
13 weeks ended
|
||||||
(shares in thousands)
|
July 28,
2018 |
|
July 29,
2017 |
||||
Numerator for basic and diluted earnings per share:
|
|
|
|
||||
Net loss available to common shareholders
|
$
|
(38,622
|
)
|
|
$
|
(34,783
|
)
|
|
|
|
|
||||
Denominator for basic and diluted earnings per share:
|
|
|
|
||||
Basic and diluted weighted average shares of Common Stock
|
46,917
|
|
|
46,517
|
|
||
|
|
|
|
||||
Loss per share of Common Stock:
|
|
|
|
||||
Basic
|
$
|
(0.82
|
)
|
|
$
|
(0.75
|
)
|
Diluted
|
$
|
(0.82
|
)
|
|
$
|
(0.75
|
)
|
|
13 weeks ended
|
||||||
|
July 28,
2018 |
|
July 29,
2017 |
||||
Restricted stock expense
|
$
|
30
|
|
|
$
|
30
|
|
Restricted stock units expense
(a)
|
2,198
|
|
|
1,900
|
|
||
Performance shares expense
(a)
|
57
|
|
|
(68
|
)
|
||
Performance share units expense
|
56
|
|
|
118
|
|
||
Stock-based compensation expense
|
$
|
2,341
|
|
|
$
|
1,980
|
|
•
|
Increased Use of Online and Digital Platforms as Companions or Alternatives 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 print and digital platforms.
|
•
|
Distribution Network Evolving
. The way course materials are distributed and consumed is changing significantly, a trend that is expected to continue. The market for course materials, including textbooks and supplemental materials, is intensely competitive and subject to rapid change.
|
•
|
Disintermediation.
We are experiencing growing competition from alternative media and alternative sources of textbooks and course-related materials. In addition to the official physical or virtual campus bookstore, course materials are also sold through off-campus bookstores, e-commerce outlets, digital platform companies, publishers, including Cengage, Pearson and McGraw Hill, bypassing the bookstore distribution channel by selling or renting directly to students and educational institutions, and student-to-student transactions over the Internet.
|
•
|
Supply Chain and Inventory -
Since the demand for used and new textbooks has historically been greater than the available supply, our financial results are highly dependent upon MBS Wholesale’s ability to build its textbook inventory from suppliers in advance of the selling season. Some textbook publishers have begun to supply textbooks on consignment or rental programs which could impact used textbook supplies in the future. MBS was selected as a national distributor for rental textbooks offered through McGraw-Hill Education's and Pearson Education’s consignment rental program.
|
•
|
Price Competition.
In addition to the competition in the services we provide to our customers, our textbook business faces significant price competition. Students often purchase textbooks and course materials from multiple providers, are highly price sensitive, and can easily shift spending from one provider or format to another.
|
•
|
Competition.
In addition to the competition we face from alternative distribution sources, we also have competition from other college bookstore operators, textbook wholesalers and educational content providers. Competitors that provide online bookstore solutions to colleges and universities not only compete with our physical bookstore operations, but also compete with MBS Direct's virtual stores. We also compete with other companies that offer college themed and other general merchandise. Our DSS segment faces competition from other digital student solutions providers.
|
•
|
A Majority of Traditional Campus Bookstores Have Yet to be Outsourced.
|
•
|
Outsourcing Trends.
We continue to see increasing trends towards outsourcing in the campus bookstore market, including virtual bookstores and online marketplace websites. We also continue to see a variety of business models being pursued for the provision of textbooks, course materials and general merchandise.
|
•
|
New and Existing Bookstore Contracts.
We expect awards of new accounts resulting in new physical and virtual store openings will continue to be an important driver of future growth in our business.
|
•
|
Overall Economic Environment, College Enrollment and Consumer Spending Patterns.
Our business is affected by the overall economic environment, funding levels at colleges and universities, by changes in enrollments at colleges and universities, and spending on course materials and general merchandise.
|
•
|
Economic Environment
: BNC general merchandise sales are subject to short-term fluctuations driven by the broader retail environment. We expect general merchandise sales to continue to increase over the long term, as our product assortments continue to emphasize and reflect the changing consumer trends, and we evolve our presentation concepts and merchandising of products in stores and online.
|
•
|
Enrollment Trends.
The growth of our business depends on our ability to attract new students and to increase the level of engagement by our current student customers. We continue to see downward enrollment trends and shrinking resources from state and federal government for colleges and universities. Enrollment trends, specifically at community colleges, continue to decline, led primarily by an improved economy and a dip in the United States birth rate resulting in fewer students at the traditional 18-24 year old college age. Consistent with projections from the National Center for Education Statistics, we expect undergraduate enrollment to increase in the long-term. Online degree program enrollments continue to grow, even in the face of declining overall higher education enrollment.
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 28,
2018 |
|
July 29,
2017 |
||||
Sales:
|
|
|
|
||||
Product sales and other
|
$
|
317,845
|
|
|
$
|
334,969
|
|
Rental income
|
19,639
|
|
|
20,742
|
|
||
Total sales
|
$
|
337,484
|
|
|
$
|
355,711
|
|
|
|
|
|
||||
Net loss
|
$
|
(38,622
|
)
|
|
$
|
(34,783
|
)
|
|
|
|
|
||||
Adjusted Earnings (non-GAAP)
(a)
|
$
|
(38,622
|
)
|
|
$
|
(29,777
|
)
|
|
|
|
|
||||
Adjusted EBITDA (non-GAAP)
(a)
|
|
|
|
||||
BNC
|
$
|
(29,700
|
)
|
|
$
|
(31,957
|
)
|
MBS
|
14,892
|
|
|
17,761
|
|
||
DSS
|
2,775
|
|
|
(223
|
)
|
||
Corporate Services
|
(5,493
|
)
|
|
(6,417
|
)
|
||
Elimination
|
(15,008
|
)
|
|
(11,613
|
)
|
||
Total Adjusted EBITDA (non-GAAP)
|
$
|
(32,534
|
)
|
|
$
|
(32,449
|
)
|
|
|
|
|
(a)
|
Adjusted Earnings and Adjusted EBITDA are a non-GAAP financial measures. See
Adjusted Earnings (non-GAAP)
and
Adjusted EBITDA (non-GAAP)
discussion below.
|
(a)
|
Represents the percentage these costs bear to the related sales, instead of total sales.
|
|
13 weeks ended July 28, 2018
|
|
13 weeks ended July 29, 2017
|
||||||||
Number of Stores:
|
BNC Stores
|
|
MBS Direct Stores
|
|
BNC Stores
|
|
MBS Direct Stores
|
||||
Number of stores at beginning of period
|
768
|
|
|
676
|
|
|
769
|
|
|
712
|
|
Opened
|
13
|
|
|
17
|
|
|
24
|
|
|
5
|
|
Closed
|
28
|
|
|
9
|
|
|
12
|
|
|
8
|
|
Number of stores at end of period
|
753
|
|
|
684
|
|
|
781
|
|
|
709
|
|
Comparable store sales
(a)
|
(2.2
|
)%
|
|
N/A
|
|
|
(2.2
|
)%
|
|
N/A
|
|
(a)
|
For BNC, comparable store sales includes sales from stores that have been open for an entire fiscal year period, does not include sales from closed stores for all periods presented, and digital agency sales are included on a gross basis. We believe the current comparable store sales calculation method better reflects the manner in which management views comparable sales, as well as the seasonal nature of our business. Prior year comparable store sales exclude store inventory sales to MBS, which are reflected as intercompany inventory transfers since the acquisition.
|
|
13 weeks ended, July 28, 2018
(a)
|
||||||||||||||||||||||
Dollars in thousands
|
BNC
|
|
MBS
|
|
DSS
(a)
|
|
Corporate Services
|
|
Eliminations
|
|
Total
|
||||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product sales and other
|
$
|
226,342
|
|
|
$
|
129,518
|
|
|
$
|
5,677
|
|
|
$
|
—
|
|
|
$
|
(43,692
|
)
|
|
$
|
317,845
|
|
Rental income
|
18,833
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,639
|
|
||||||
Total sales
|
245,175
|
|
|
130,324
|
|
|
5,677
|
|
|
—
|
|
|
(43,692
|
)
|
|
337,484
|
|
||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product and other cost of sales
|
184,168
|
|
|
103,143
|
|
|
123
|
|
|
—
|
|
|
(28,682
|
)
|
|
258,752
|
|
||||||
Rental cost of sales
|
11,692
|
|
|
430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,122
|
|
||||||
Total cost of sales
|
195,860
|
|
|
103,573
|
|
|
123
|
|
|
—
|
|
|
(28,682
|
)
|
|
270,874
|
|
||||||
Gross profit
|
49,315
|
|
|
26,751
|
|
|
5,554
|
|
|
—
|
|
|
(15,010
|
)
|
|
66,610
|
|
||||||
Selling and administrative expenses
|
79,015
|
|
|
11,859
|
|
|
2,779
|
|
|
5,493
|
|
|
(2
|
)
|
|
99,144
|
|
||||||
Depreciation and amortization expense
|
13,255
|
|
|
1,530
|
|
|
1,709
|
|
|
44
|
|
|
—
|
|
|
16,538
|
|
||||||
Sub-Total:
|
$
|
(42,955
|
)
|
|
$
|
13,362
|
|
|
$
|
1,066
|
|
|
$
|
(5,537
|
)
|
|
$
|
(15,008
|
)
|
|
(49,072
|
)
|
|
Restructuring and other charges
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Transaction costs
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Operating loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(49,072
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended, July 29, 2017
(a)
|
||||||||||||||||||||||
Dollars in thousands
|
BNC
|
|
MBS
|
|
DSS
(a)
|
|
Corporate Services
|
|
Eliminations
|
|
Total
|
||||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product sales and other
|
$
|
230,010
|
|
|
$
|
139,026
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(34,067
|
)
|
|
$
|
334,969
|
|
Rental income
|
19,967
|
|
|
775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,742
|
|
||||||
Total sales
|
249,977
|
|
|
139,801
|
|
|
—
|
|
|
—
|
|
|
(34,067
|
)
|
|
355,711
|
|
||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product and other cost of sales
|
188,333
|
|
|
111,799
|
|
|
—
|
|
|
—
|
|
|
(22,454
|
)
|
|
277,678
|
|
||||||
Rental cost of sales
|
12,420
|
|
|
413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,833
|
|
||||||
Total cost of sales
|
200,753
|
|
|
112,212
|
|
|
—
|
|
|
—
|
|
|
(22,454
|
)
|
|
290,511
|
|
||||||
Gross profit
|
49,224
|
|
|
27,589
|
|
|
—
|
|
|
—
|
|
|
(11,613
|
)
|
|
65,200
|
|
||||||
Selling and administrative expenses
|
81,181
|
|
|
12,076
|
|
|
223
|
|
|
6,417
|
|
|
—
|
|
|
99,897
|
|
||||||
Depreciation and amortization expense
|
13,333
|
|
|
1,635
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
15,017
|
|
||||||
Sub-Total:
|
$
|
(45,290
|
)
|
|
$
|
13,878
|
|
|
$
|
(223
|
)
|
|
$
|
(6,466
|
)
|
|
$
|
(11,613
|
)
|
|
(49,714
|
)
|
|
Restructuring and other charges
|
|
|
|
|
|
|
|
|
|
|
5,236
|
|
|||||||||||
Transaction costs
|
|
|
|
|
|
|
|
|
|
|
589
|
|
|||||||||||
Operating loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(55,539
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
On August 3, 2017, we acquired Student Brands, LLC. The condensed consolidated financial statements for the 13 weeks ended July 28, 2018 include the financial results of Student Brands in the DSS segment and the condensed cons
olidated financial statements for the 13 weeks ended July 29, 2017 exclude the financial results of Student Brands.
|
|
13 weeks ended
|
||||||||
Dollars in thousands
|
July 28, 2018
|
|
July 29, 2017
|
|
%
|
||||
Product sales and other
|
$
|
317,845
|
|
|
$
|
334,969
|
|
|
(5.1)%
|
Rental income
|
19,639
|
|
|
20,742
|
|
|
(5.3)%
|
||
Total Sales
|
$
|
337,484
|
|
|
$
|
355,711
|
|
|
(5.1)%
|
Sales variances
|
|
13 weeks ended
|
||||||
Dollars in millions
|
|
July 28, 2018
|
|
July 29, 2017
|
||||
BNC Sales
|
|
|
|
|
||||
New stores
|
|
$
|
6.7
|
|
|
$
|
15.4
|
|
Closed stores
|
|
(6.8
|
)
|
|
(2.3
|
)
|
||
Comparable stores
|
|
(4.9
|
)
|
|
(4.8
|
)
|
||
Textbook rental deferral
|
|
(0.2
|
)
|
|
1.3
|
|
||
Service revenue
(a)
|
|
0.4
|
|
|
1.9
|
|
||
Other
(b)
|
|
—
|
|
|
(0.8
|
)
|
||
BNC sales subtotal:
|
|
$
|
(4.8
|
)
|
|
$
|
10.7
|
|
MBS Sales
(c)
|
|
|
|
|
||||
Wholesale
|
|
$
|
(4.1
|
)
|
|
$
|
92.5
|
|
Direct
|
|
(5.4
|
)
|
|
47.3
|
|
||
MBS sales subtotal:
|
|
$
|
(9.5
|
)
|
|
$
|
139.8
|
|
DSS Sales
(d)
|
|
$
|
5.7
|
|
|
$
|
—
|
|
Eliminations
(e)
|
|
$
|
(9.6
|
)
|
|
$
|
(34.0
|
)
|
Total sales variance:
|
|
$
|
(18.2
|
)
|
|
$
|
116.5
|
|
(a)
|
Service revenue includes Promoversity, brand partnerships, shipping and handling, LoudCloud digital content, software, and services, and revenue from other programs.
|
(b)
|
Other includes inventory liquidation sales to third parties, and certain accounting adjusting items related to return reserves, agency sales and other deferred items.
|
(c)
|
The variance for the MBS segment for the 13 weeks ended July 29, 2017 represents the sales activity for MBS Textbook Exchange, LLC ("MBS") which we acquired on February 27, 2017 (the fourth quarter of Fiscal 2017).
|
(d)
|
DSS revenue includes Student Brands, LLC subscription-based writing services business, which we acquired on August 3, 2017. The condensed consolidated financial statements for the 13 weeks ended July 28, 2018 include the financial results of Student Brands in the DSS segment and the condensed cons
olidated financial statements for the 13 weeks ended July 29, 2017 exclude the financial results of Student Brands.
|
(e)
|
Eliminates MBS sales to BNC and BNC commissions earned from MBS. See discussion of intercompany activities and eliminations below.
|
Comparable Store Sales variances - BNC
|
|
13 weeks ended
|
||||||||||
Dollars in millions
|
|
July 28, 2018
|
|
July 29, 2017
|
||||||||
Textbooks (Course Materials)
|
|
$
|
(4.5
|
)
|
|
(5.0)%
|
|
$
|
(7.7
|
)
|
|
(7.9)%
|
General Merchandise
|
|
1.2
|
|
|
1.0%
|
|
3.6
|
|
|
3.3%
|
||
Trade Books
|
|
(1.6
|
)
|
|
(12.9)%
|
|
(0.7
|
)
|
|
(5.7)%
|
||
Total Comparable Store Sales
|
|
$
|
(4.9
|
)
|
|
(2.2)%
|
|
$
|
(4.8
|
)
|
|
(2.2)%
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 28, 2018
|
|
% of
Related Sales
|
|
July 29, 2017
|
|
% of
Related Sales
|
||||
Product and other cost of sales
|
$
|
184,168
|
|
|
81.4%
|
|
$
|
188,333
|
|
|
81.9%
|
Rental cost of sales
|
11,692
|
|
|
62.1%
|
|
12,420
|
|
|
62.2%
|
||
Total Cost of Sales
|
$
|
195,860
|
|
|
79.9%
|
|
$
|
200,753
|
|
|
80.3%
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 28, 2018
|
|
% of
Related Sales
|
|
July 29, 2017
|
|
% of
Related Sales
|
||||
Product and other gross margin
|
$
|
42,175
|
|
|
18.6%
|
|
$
|
41,677
|
|
|
18.1%
|
Rental gross margin
|
7,140
|
|
|
37.9%
|
|
7,547
|
|
|
37.8%
|
||
Gross Margin
|
$
|
49,315
|
|
|
20.1%
|
|
$
|
49,224
|
|
|
19.7%
|
•
|
Product and other gross margin increased (50 basis points), driven primarily by a favorable sales mix (50 basis points), higher margin rates (45 basis points) due to lower markdowns compared to the prior year, partially offset by higher costs related to our college and university contracts (45 basis points) resulting from contract renewals and new store contracts.
|
•
|
Rental gross margin increased (10 basis points), driven primarily by higher rental margin rates (110 basis points), partially offset by an unfavorable rental mix (65 basis points) and higher costs related to our college and university contracts (35 basis points) resulting from contract renewals and new store contracts.
|
|
13 weeks ended
|
||||||||||||
Dollars in thousands
|
July 28, 2018
|
|
% of
Sales |
|
July 29, 2017
|
|
% of
Sales |
||||||
Total Selling and Administrative Expenses
|
$
|
99,144
|
|
|
29.4
|
%
|
|
$
|
99,897
|
|
|
28.1
|
%
|
|
13 weeks ended
|
||||||||||||
Dollars in thousands
|
July 28, 2018
|
|
% of
Sales |
|
July 29, 2017
|
|
% of
Sales |
||||||
Total Depreciation and Amortization Expense
|
$
|
16,538
|
|
|
4.9
|
%
|
|
$
|
15,017
|
|
|
4.2
|
%
|
|
13 weeks ended
|
||||||||||||
Dollars in thousands
|
July 28, 2018
|
|
% of
Sales |
|
July 29, 2017
|
|
% of
Sales |
||||||
Total Operating Loss
|
$
|
(49,072
|
)
|
|
(14.5
|
)%
|
|
$
|
(55,539
|
)
|
|
(15.7
|
)%
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 28, 2018
|
|
July 29, 2017
|
||||
Interest Expense, Net
|
$
|
3,522
|
|
|
$
|
3,038
|
|
|
13 weeks ended
|
||||||||||||
Dollars in thousands
|
July 28, 2018
|
|
Effective Rate
|
|
July 29, 2017
|
|
Effective Rate
|
||||||
Income Tax Benefit
|
$
|
(13,972
|
)
|
|
26.6
|
%
|
|
$
|
23,794
|
|
|
40.6
|
%
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 28, 2018
|
|
July 29, 2017
|
||||
Net Loss
|
$
|
(38,622
|
)
|
|
$
|
(34,783
|
)
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 28, 2018
|
|
July 29, 2017
|
||||
Net loss
|
$
|
(38,622
|
)
|
|
$
|
(34,783
|
)
|
Reconciling items, after-tax
(below)
|
—
|
|
|
5,006
|
|
||
Adjusted Earnings (non-GAAP)
|
$
|
(38,622
|
)
|
|
$
|
(29,777
|
)
|
|
|
|
|
||||
Reconciling items, pre-tax
|
|
|
|
||||
Inventory valuation amortization (MBS) (non-cash)
(a)
|
$
|
—
|
|
|
$
|
2,248
|
|
Restructuring and other charges
(a)
|
—
|
|
|
5,236
|
|
||
Transaction costs
(a)
|
—
|
|
|
589
|
|
||
Reconciling items, pre-tax
|
—
|
|
|
8,073
|
|
||
Less: Pro forma income tax impact
(b)
|
—
|
|
|
3,067
|
|
||
Reconciling items, after-tax
|
$
|
—
|
|
|
$
|
5,006
|
|
(a)
|
See
Management Discussion and Analysis - Results of Operations
discussion above.
|
(b)
|
Represents the income tax effects of the non-GAAP items.
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 28, 2018
|
|
July 29, 2017
|
||||
Net loss
|
$
|
(38,622
|
)
|
|
$
|
(34,783
|
)
|
Add:
|
|
|
|
||||
Depreciation and amortization expense
|
16,538
|
|
|
15,017
|
|
||
Interest expense, net
|
3,522
|
|
|
3,038
|
|
||
Income tax benefit
|
(13,972
|
)
|
|
(23,794
|
)
|
||
Inventory valuation amortization (MBS) (non-cash)
(a)
|
—
|
|
|
2,248
|
|
||
Restructuring and other charges
(a)
|
—
|
|
|
5,236
|
|
||
Transaction costs
(a)
|
—
|
|
|
589
|
|
||
Adjusted EBITDA (non-GAAP)
(a)
|
$
|
(32,534
|
)
|
|
$
|
(32,449
|
)
|
(a)
|
See
Management Discussion and Analysis - Results of Operations
discussion above.
|
Adjusted EBITDA - by Segment
|
|
13 weeks ended, July 28, 2018
|
||||||||||||||||||||||
Dollars in thousands
|
|
BNC
|
|
MBS
|
|
DSS
|
|
Corporate Services
|
|
Elimination
(a)
|
|
Total
|
||||||||||||
Sales
|
|
$
|
245,175
|
|
|
$
|
130,324
|
|
|
$
|
5,677
|
|
|
$
|
—
|
|
|
$
|
(43,692
|
)
|
|
$
|
337,484
|
|
Cost of sales
|
|
195,860
|
|
|
103,573
|
|
|
123
|
|
|
—
|
|
|
(28,682
|
)
|
|
270,874
|
|
||||||
Gross profit
|
|
49,315
|
|
|
26,751
|
|
|
5,554
|
|
|
—
|
|
|
(15,010
|
)
|
|
66,610
|
|
||||||
Selling and administrative expenses
|
|
79,015
|
|
|
11,859
|
|
|
2,779
|
|
|
5,493
|
|
|
(2
|
)
|
|
99,144
|
|
||||||
Adjusted EBITDA (non-GAAP)
|
|
$
|
(29,700
|
)
|
|
$
|
14,892
|
|
|
$
|
2,775
|
|
|
$
|
(5,493
|
)
|
|
$
|
(15,008
|
)
|
|
$
|
(32,534
|
)
|
Adjusted EBITDA - by Segment
|
|
13 weeks ended, July 29, 2017
|
||||||||||||||||||||||
Dollars in thousands
|
|
BNC
|
|
MBS
|
|
DSS
|
|
Corporate Services
|
|
Elimination
(a)
|
|
Total
|
||||||||||||
Sales
|
|
$
|
249,977
|
|
|
$
|
139,801
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(34,067
|
)
|
|
$
|
355,711
|
|
Cost of sales (MBS excludes $2,248 related to inventory fair value amortization)
(a)
|
|
200,753
|
|
|
109,964
|
|
|
—
|
|
|
—
|
|
|
(22,454
|
)
|
|
288,263
|
|
||||||
Gross profit
|
|
49,224
|
|
|
29,837
|
|
|
—
|
|
|
—
|
|
|
(11,613
|
)
|
|
67,448
|
|
||||||
Selling and administrative expenses
|
|
81,181
|
|
|
12,076
|
|
|
223
|
|
|
6,417
|
|
|
—
|
|
|
99,897
|
|
||||||
Adjusted EBITDA (non-GAAP)
|
|
$
|
(31,957
|
)
|
|
$
|
17,761
|
|
|
$
|
(223
|
)
|
|
$
|
(6,417
|
)
|
|
$
|
(11,613
|
)
|
|
$
|
(32,449
|
)
|
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
|
July 28, 2018
|
|
July 29, 2017
|
||||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
$
|
16,869
|
|
|
$
|
21,697
|
|
Net cash flows used in operating activities
|
|
(27,353
|
)
|
|
(56,256
|
)
|
||
Net cash flows used in investing activities
|
|
(9,314
|
)
|
|
(9,055
|
)
|
||
Net cash flows provided by financing activities
|
|
33,800
|
|
|
60,500
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
14,002
|
|
|
$
|
16,886
|
|
•
|
general competitive conditions, including actions our competitors and content providers may take to grow their businesses;
|
•
|
a decline in college enrollment or decreased funding available for students;
|
•
|
decisions by colleges and universities to outsource their physical and/or online bookstore operations or change the operation of their bookstores;
|
•
|
the general economic environment and consumer spending patterns;
|
•
|
decreased consumer demand for our products, low growth or declining sales;
|
•
|
the strategic objectives, successful integration, anticipated synergies, and/or other expected potential benefits of various acquisitions, including MBS Textbook Exchange, LLC and Student Brands, LLC, may not be fully realized or may take longer than expected;
|
•
|
the integration of MBS Textbook Exchange, LLC’s operations into our own may also increase the risk of our internal controls being found ineffective;
|
•
|
implementation of our digital strategy may not result in the expected growth in our digital sales and/or profitability;
|
•
|
risk that digital sales growth does not exceed the rate of investment spend;
|
•
|
the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services including new digital channels, and enhancements to higher education digital products, and the inability to achieve the expected cost savings;
|
•
|
our ability to successfully implement our strategic initiatives including our ability to identify, compete for and execute upon additional acquisitions and strategic investments;
|
•
|
risks associated with operation or performance of MBS Textbook Exchange, LLC’s point-of-sales systems that are sold to college bookstore customers;
|
•
|
changes to purchase or rental terms, payment terms, return policies, the discount or margin on products or other terms with our suppliers;
|
•
|
technological changes;
|
•
|
risks associated with counterfeit and piracy of digital and print materials;
|
•
|
our international operations could result in additional risks;
|
•
|
our ability to attract and retain employees;
|
•
|
the risk of price reduction or change in format of course materials by publishers, which could negatively impact revenues and margin;
|
•
|
risks associated with data privacy, information security and intellectual property;
|
•
|
trends and challenges to our business and in the locations in which we have stores;
|
•
|
non-renewal of managed bookstore, physical and/or online store contracts and higher-than-anticipated store closings;
|
•
|
disruptions to our information technology systems, infrastructure and data due to computer malware, viruses, hacking and phishing attacks, resulting in harm to our business and results of operations;
|
•
|
disruption of or interference with third party web service providers and our own proprietary technology;
|
•
|
work stoppages or increases in labor costs;
|
•
|
possible increases in shipping rates or interruptions in shipping service;
|
•
|
product shortages, including risks associated with merchandise sourced indirectly from outside the United States;
|
•
|
changes in domestic and international laws or regulations, including U.S. tax reform, changes in tax rates, laws and regulations, as well as related guidance;
|
•
|
enactment of laws which may restrict or prohibit our use of emails or similar marketing activities;
|
•
|
the amount of our indebtedness and ability to comply with covenants applicable to any future debt financing;
|
•
|
our ability to satisfy future capital and liquidity requirements;
|
•
|
our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;
|
•
|
adverse results from litigation, governmental investigations, tax-related proceedings, or audits;
|
•
|
changes in accounting standards; and
|
•
|
the other risks and uncertainties detailed in the section titled
“Risk Factors”
in
Part I - Item 1A
in our Annual Report on Form 10-K for the year ended April 28, 2018.
|
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
|
||||||
April 28, 2018 - May 26, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
26,669,324
|
|
May 27, 2018 - June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
26,669,324
|
|
July 1, 2018 - July 28, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
26,669,324
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
(a)
|
This amount represents the average price paid per common share. This price includes a per share commission paid for all repurchases.
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
BARNES & NOBLE EDUCATION, INC.
|
|
||
(Registrant)
|
|
||
|
|
|
|
By:
|
|
/
S
/ BARRY BROVER
|
|
|
|
Barry Brover
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
|
|
|
|
|
By:
|
|
/
S
/ SEEMA PAUL
|
|
|
|
Seema Paul
|
|
|
|
Chief Accounting Officer
|
|
|
|
(principal accounting officer)
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year Barnes and Noble Education Chart |
1 Month Barnes and Noble Education Chart |
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