|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
46-0599018
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
120 Mountain View Blvd., Basking Ridge, NJ
|
|
07920
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
|
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¨
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Accelerated filer
|
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¨
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|
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Non-accelerated filer
|
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x
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
¨
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Page No.
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|||
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|||
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|||
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|
13 weeks ended
|
||||||
|
July 30,
2016 |
|
August 1,
2015 |
||||
Sales:
|
|
|
|
||||
Product sales and other
|
$
|
217,736
|
|
|
$
|
218,716
|
|
Rental income
|
21,501
|
|
|
20,267
|
|
||
Total sales
|
239,237
|
|
|
238,983
|
|
||
Cost of sales:
|
|
|
|
||||
Product and other cost of sales
|
177,994
|
|
|
174,909
|
|
||
Rental cost of sales
|
13,830
|
|
|
12,530
|
|
||
Total cost of sales
|
191,824
|
|
|
187,439
|
|
||
Gross profit
|
47,413
|
|
|
51,544
|
|
||
Selling and administrative expenses
|
85,464
|
|
|
86,684
|
|
||
Depreciation and amortization expense
|
12,921
|
|
|
13,100
|
|
||
Restructuring costs
|
1,790
|
|
|
—
|
|
||
Operating loss
|
(52,762
|
)
|
|
(48,240
|
)
|
||
Interest expense, net
|
666
|
|
|
3
|
|
||
Loss before income taxes
|
(53,428
|
)
|
|
(48,243
|
)
|
||
Income tax benefit
|
(25,512
|
)
|
|
(21,325
|
)
|
||
Net loss
|
$
|
(27,916
|
)
|
|
$
|
(26,918
|
)
|
Other comprehensive loss
|
(9
|
)
|
|
—
|
|
||
Total comprehensive loss
|
$
|
(27,925
|
)
|
|
$
|
(26,918
|
)
|
|
|
|
|
||||
Loss per share of Common Stock:
|
|
|
|
||||
Basic
|
$
|
(0.60
|
)
|
|
$
|
(0.65
|
)
|
Diluted
|
$
|
(0.60
|
)
|
|
$
|
(0.65
|
)
|
Weighted average shares of Common Stock outstanding:
|
|
|
|
||||
Basic
|
46,349
|
|
|
41,426
|
|
||
Diluted
|
46,349
|
|
|
41,426
|
|
|
July 30,
2016 |
|
August 1,
2015 |
|
April 30,
2016 |
||||||
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
8,906
|
|
|
$
|
8,887
|
|
|
$
|
28,568
|
|
Receivables, net
|
38,898
|
|
|
35,461
|
|
|
50,924
|
|
|||
Merchandise inventories, net
|
724,329
|
|
|
766,767
|
|
|
312,747
|
|
|||
Textbook rental inventories
|
7,527
|
|
|
7,640
|
|
|
47,760
|
|
|||
Prepaid expenses and other current assets
|
8,614
|
|
|
7,623
|
|
|
6,453
|
|
|||
Total current assets
|
788,274
|
|
|
826,378
|
|
|
446,452
|
|
|||
Property and equipment, net
|
107,347
|
|
|
108,783
|
|
|
111,185
|
|
|||
Intangible assets, net
|
197,508
|
|
|
195,627
|
|
|
199,663
|
|
|||
Goodwill
|
281,337
|
|
|
274,070
|
|
|
280,911
|
|
|||
Other noncurrent assets
|
39,003
|
|
|
44,738
|
|
|
33,472
|
|
|||
Total assets
|
$
|
1,413,469
|
|
|
$
|
1,449,596
|
|
|
$
|
1,071,683
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
560,163
|
|
|
$
|
596,786
|
|
|
$
|
152,175
|
|
Accrued liabilities
|
41,949
|
|
|
61,647
|
|
|
105,877
|
|
|||
Total current liabilities
|
602,112
|
|
|
658,433
|
|
|
258,052
|
|
|||
Long-term deferred taxes, net
|
35,636
|
|
|
49,772
|
|
|
29,865
|
|
|||
Credit Facility borrowings
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities
|
74,976
|
|
|
69,555
|
|
|
75,380
|
|
|||
Total liabilities
|
737,724
|
|
|
777,760
|
|
|
363,297
|
|
|||
Commitments and contingencies
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stockholders' equity:
|
|
|
|
|
|
||||||
Parent company investment
|
—
|
|
|
671,836
|
|
|
—
|
|
|||
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, 48,655, 0 and 48,645 shares, respectively; outstanding, 46,086, 0 and 46,755 shares, respectively
|
487
|
|
|
—
|
|
|
486
|
|
|||
Accumulated other comprehensive (loss) income
|
(8
|
)
|
|
—
|
|
|
1
|
|
|||
Additional paid-in capital
|
701,401
|
|
|
—
|
|
|
699,512
|
|
|||
Retained earnings
|
(914
|
)
|
|
—
|
|
|
27,002
|
|
|||
Treasury stock, at cost
|
(25,221
|
)
|
|
—
|
|
|
(18,615
|
)
|
|||
Total stockholders' equity
|
675,745
|
|
|
671,836
|
|
|
708,386
|
|
|||
Total liabilities and stockholders' equity
|
$
|
1,413,469
|
|
|
$
|
1,449,596
|
|
|
$
|
1,071,683
|
|
|
13 weeks ended
|
||||||
|
July 30,
2016 |
|
August 1,
2015 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(27,916
|
)
|
|
$
|
(26,918
|
)
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
12,921
|
|
|
13,100
|
|
||
Amortization of deferred financing costs
|
163
|
|
|
—
|
|
||
Deferred taxes
|
5,772
|
|
|
8,039
|
|
||
Stock-based compensation expense
|
1,890
|
|
|
953
|
|
||
Change in other long-term liabilities
|
(404
|
)
|
|
67
|
|
||
Changes in other operating assets and liabilities, net
|
(17,628
|
)
|
|
14,314
|
|
||
Net cash flows (used in) provided by operating activities
|
(25,202
|
)
|
|
9,555
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(6,183
|
)
|
|
(11,763
|
)
|
||
Acquisition of business
|
(975
|
)
|
|
—
|
|
||
Net increase in other noncurrent assets
|
(5,690
|
)
|
|
(4,853
|
)
|
||
Net cash flows used in investing activities
|
(12,848
|
)
|
|
(16,616
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net changes in Barnes & Noble, Inc. Investment
|
—
|
|
|
(28,868
|
)
|
||
Proceeds from borrowings on Credit Facility
|
25,900
|
|
|
—
|
|
||
Repayments of borrowings on Credit Facility
|
(900
|
)
|
|
—
|
|
||
Purchase of treasury shares
|
(6,606
|
)
|
|
—
|
|
||
Net cash flows provided by (used in) financing activities
|
18,394
|
|
|
(28,868
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(6
|
)
|
|
—
|
|
||
Net decrease in cash and cash equivalents
|
(19,662
|
)
|
|
(35,929
|
)
|
||
Cash and cash equivalents at beginning of period
|
28,568
|
|
|
44,816
|
|
||
Cash and cash equivalents at end of period
|
$
|
8,906
|
|
|
$
|
8,887
|
|
Changes in other operating assets and liabilities, net:
|
|
|
|
||||
Receivables, net
|
$
|
12,566
|
|
|
$
|
41,090
|
|
Merchandise inventories
|
(411,585
|
)
|
|
(469,343
|
)
|
||
Textbook rental inventories
|
40,233
|
|
|
39,910
|
|
||
Prepaid expenses and other current assets
|
(2,062
|
)
|
|
(2,998
|
)
|
||
Accounts payable and accrued liabilities
|
343,220
|
|
|
405,655
|
|
||
Changes in other operating assets and liabilities, net
|
$
|
(17,628
|
)
|
|
$
|
14,314
|
|
|
|
|
|
|
|
|
|
Accum.
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
Additional
|
|
Other
|
|
|
|
Parent
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Comp.
|
|
Retained
|
|
Company
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income
|
|
Earnings
|
|
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 1, 2015
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
671,836
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
671,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
Accum.
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
Additional
|
|
Other
|
|
|
|
Parent
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Comp.
|
|
Retained
|
|
Company
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income
|
|
Earnings
|
|
Investment
|
|
Shares
|
|
Amount
|
|
Equity
|
||||||||||||||||
Balance at April 30, 2016
|
|
48,645
|
|
|
$
|
486
|
|
|
$
|
699,512
|
|
|
$
|
1
|
|
|
$
|
27,002
|
|
|
$
|
—
|
|
|
1,890
|
|
|
$
|
(18,615
|
)
|
|
$
|
708,386
|
|
Stock-based compensation expense
|
|
|
|
|
|
1,890
|
|
|
|
|
|
|
|
|
|
|
|
|
1,890
|
|
||||||||||||||
Vested equity awards
|
|
10
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Common stock repurchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
676
|
|
|
(6,567
|
)
|
|
(6,567
|
)
|
|||||||||||||
Shares repurchased for tax withholdings for vested stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
(27,916
|
)
|
|
|
|
|
|
|
|
(27,916
|
)
|
||||||||||||||
Balance at July 30, 2016
|
|
48,655
|
|
|
$
|
487
|
|
|
$
|
701,401
|
|
|
$
|
(8
|
)
|
|
$
|
(914
|
)
|
|
$
|
—
|
|
|
2,569
|
|
|
$
|
(25,221
|
)
|
|
$
|
675,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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
.
|
|
13 weeks ended
|
||||||
|
July 30,
2016 |
|
August 1,
2015 |
||||
Numerator for basic and diluted loss per share:
|
|
|
|
||||
Net loss available to common shareholders
|
$
|
(27,916
|
)
|
|
$
|
(26,918
|
)
|
|
|
|
|
||||
Denominator for basic and diluted loss per share:
|
|
|
|
||||
Basic and Diluted weighted average shares of Common Stock
|
46,349
|
|
|
41,426
|
|
||
|
|
|
|
||||
Loss per share of Common Stock:
|
|
|
|
||||
Basic
|
$
|
(0.60
|
)
|
|
$
|
(0.65
|
)
|
Diluted
|
$
|
(0.60
|
)
|
|
$
|
(0.65
|
)
|
|
July 30,
2016 |
|
August 1,
2015 |
|
April 30,
2016 |
||||||
Tax liabilities and reserves
|
$
|
69,345
|
|
|
$
|
63,699
|
|
|
$
|
69,345
|
|
Deferred contract obligations
(a)
|
4,166
|
|
|
4,052
|
|
|
4,164
|
|
|||
Other
|
1,465
|
|
|
1,804
|
|
|
1,871
|
|
|||
Total other long-term liabilities
|
$
|
74,976
|
|
|
$
|
69,555
|
|
|
$
|
75,380
|
|
(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.
|
|
13 weeks ended
|
||||||
|
July 30,
2016 |
|
August 1,
2015 |
||||
Restricted stock expense
|
$
|
150
|
|
|
$
|
80
|
|
Restricted stock units expense
|
1,596
|
|
|
753
|
|
||
Performance shares expense
|
144
|
|
|
—
|
|
||
Stock option expense
|
—
|
|
|
120
|
|
||
Stock-based compensation expense
|
$
|
1,890
|
|
|
$
|
953
|
|
•
|
Large Footprint with Well-Recognized Brand
: We are one of the largest operators of bookstores on college and university campuses in the United States. As of April 30, 2016, we operated 751 stores in 43 states and the District of Columbia, 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.
|
•
|
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.
|
•
|
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.
|
◦
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Increasing Market Share with New Accounts
: Historically, new store openings have been an important driver of growth. From Fiscal 2012 to the end of Fiscal 2016, we increased the number of stores we serve from 636 to 751, or 18%. During the 13 weeks ended
July 30, 2016
, we opened 33 stores and closed 14 stores. As of
July 30, 2016
, we operated 770 stores nationwide. 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.
|
•
|
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.
|
•
|
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.
|
•
|
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. During the first quarter of Fiscal 2017, we acquired Promoversity, a custom merchandise supplier and e-commerce storefront solution serving the collegiate bookstore business and its customers. The acquisition will enable us to customize our e-commerce offerings and drive on-campus apparel sales.
|
•
|
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.
|
•
|
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.
|
•
|
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. With our recent acquisition of Promoversity, a custom merchandise supplier and e-commerce storefront solution serving the collegiate bookstore business and its customers, we will be able to customize our e-commerce offerings and drive on-campus apparel sales. 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.
|
•
|
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.
|
•
|
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.
|
•
|
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
®
.
|
•
|
FacultyEnlight
®
:
Our proprietary online platform enhances content search, discovery and adoption (i.e. textbook selection) by faculty on each campus. Thus far, over 250,000 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.
|
•
|
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:
|
◦
|
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.
|
◦
|
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.
|
◦
|
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.
|
◦
|
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.
|
◦
|
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.
|
•
|
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.
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 30, 2016
|
|
August 1, 2015
|
||||
Sales:
|
|
|
|
||||
Product sales and other
|
$
|
217,736
|
|
|
$
|
218,716
|
|
Rental income
|
21,501
|
|
|
20,267
|
|
||
Total sales
|
$
|
239,237
|
|
|
$
|
238,983
|
|
|
|
|
|
||||
Net loss
|
$
|
(27,916
|
)
|
|
$
|
(26,918
|
)
|
|
|
|
|
||||
Adjusted EBITDA (non-GAAP)
(a)
|
$
|
(36,524
|
)
|
|
$
|
(35,140
|
)
|
|
|
|
|
||||
Adjusted Earnings (non-GAAP)
(b)
|
$
|
(25,885
|
)
|
|
$
|
(26,918
|
)
|
|
|
|
|
||||
Comparable store sales (decrease) increase
(c)
|
(2.8
|
)%
|
|
1.8
|
%
|
||
Stores opened
|
33
|
|
|
21
|
|
||
Stores closed
|
14
|
|
|
9
|
|
||
Number of stores open at end of period
|
770
|
|
|
736
|
|
(a)
|
Adjusted EBITDA is a non-GAAP financial measure. See
Adjusted EBITDA (non-GAAP)
discussion below.
|
(b)
|
Adjusted Earnings is a non-GAAP financial measure. See
Adjusted Earnings (non-GAAP)
discussion below.
|
(c)
|
Effective for the first quarter of Fiscal 2017, 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. For periods presented prior to the first quarter of Fiscal 2017, comparable store sales includes sales from stores that have been open for at least 15 months, does not include sales from closed stores for all periods presented, and includes digital agency sales on a net basis.
|
|
13 weeks ended
|
||||
|
July 30, 2016
|
|
August 1, 2015
|
||
Sales:
|
|
|
|
||
Product sales and other
|
91.0
|
%
|
|
91.5
|
%
|
Rental income
|
9.0
|
|
|
8.5
|
|
Total sales
|
100.0
|
|
|
100.0
|
|
Cost of sales:
|
|
|
|
||
Product and other cost of sales
(a)
|
81.7
|
|
|
80.0
|
|
Rental cost of sales
(a)
|
64.3
|
|
|
61.8
|
|
Total cost of sales
|
80.2
|
|
|
78.4
|
|
Gross margin
|
19.8
|
|
|
21.6
|
|
Selling and administrative expenses
|
35.7
|
|
|
36.3
|
|
Depreciation and amortization expense
|
5.4
|
|
|
5.5
|
|
Restructuring costs
|
0.7
|
|
|
—
|
|
Operating loss
|
(22.0
|
)
|
|
(20.2
|
)
|
Interest expense, net
|
0.3
|
|
|
—
|
|
Loss before income taxes
|
(22.3
|
)
|
|
(20.2
|
)
|
Income tax benefit
|
(10.7
|
)
|
|
(8.9
|
)
|
Net loss
|
(11.6
|
)%
|
|
(11.3
|
)%
|
(a)
|
Represents the percentage these costs bear to the related sales, instead of total sales.
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 30, 2016
|
|
August 1, 2015
|
||||
Product sales and other
|
$
|
217,736
|
|
|
$
|
218,716
|
|
Rental income
|
21,501
|
|
|
20,267
|
|
||
Total Sales
|
$
|
239,237
|
|
|
$
|
238,983
|
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 30, 2016
|
|
% of
Related Sales
|
|
August 1, 2015
|
|
% of
Related Sales
|
||||
Product and other cost of sales
|
$
|
177,994
|
|
|
81.7%
|
|
$
|
174,909
|
|
|
80.0%
|
Rental cost of sales
|
13,830
|
|
|
64.3%
|
|
12,530
|
|
|
61.8%
|
||
Total Cost of Sales
|
$
|
191,824
|
|
|
80.2%
|
|
$
|
187,439
|
|
|
78.4%
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 30, 2016
|
|
% of
Related Sales
|
|
August 1, 2015
|
|
% of
Related Sales
|
||||
Product and other gross margin
|
$
|
39,742
|
|
|
18.3%
|
|
$
|
43,807
|
|
|
20.0%
|
Rental gross margin
|
7,671
|
|
|
35.7%
|
|
7,737
|
|
|
38.2%
|
||
Gross Margin
|
$
|
47,413
|
|
|
19.8%
|
|
$
|
51,544
|
|
|
21.6%
|
•
|
Product and other gross margin decreased (170 basis points), driven primarily by lower margin rates (185 basis points), primarily related to increased markdowns on used textbooks in a non-rush, low volume sales quarter, and increased costs related to our college and university contracts (30 basis points) resulting from contract renewals and new store contracts, partially offset by a favorable sales mix (45 basis points) resulting from an increase in higher margin general merchandise as a percentage of sales.
|
•
|
Rental gross margin decreased (250 basis points), driven primarily by increased costs related to our college and university contracts (120 basis points) resulting from contract renewals and new store contracts, lower rental margin rates (75 basis points) and an unfavorable rental mix (55 basis points).
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 30, 2016
|
|
% of
Sales |
|
August 1, 2015
|
|
% of
Sales |
||||
Total Selling and Administrative Expenses
|
$
|
85,464
|
|
|
35.7%
|
|
$
|
86,684
|
|
|
36.3%
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 30, 2016
|
|
% of
Sales |
|
August 1, 2015
|
|
% of
Sales |
||||
Total Depreciation and Amortization Expense
|
$
|
12,921
|
|
|
5.4%
|
|
$
|
13,100
|
|
|
5.5%
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 30, 2016
|
|
% of
Sales |
|
August 1, 2015
|
|
% of
Sales |
||||
Total Operating Loss
|
$
|
(52,762
|
)
|
|
(22.0)%
|
|
$
|
(48,240
|
)
|
|
(20.2)%
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 30, 2016
|
|
August 1, 2015
|
||||
Interest Expense, Net
|
$
|
666
|
|
|
$
|
3
|
|
|
13 weeks ended
|
||||||||||
Dollars in thousands
|
July 30, 2016
|
|
Effective Rate
|
|
August 1, 2015
|
|
Effective Rate
|
||||
Income Tax Benefit
|
$
|
(25,512
|
)
|
|
47.8%
|
|
$
|
(21,325
|
)
|
|
44.2%
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 30, 2016
|
|
August 1, 2015
|
||||
Net Loss
|
$
|
(27,916
|
)
|
|
$
|
(26,918
|
)
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 30, 2016
|
|
August 1, 2015
|
||||
Net loss
|
$
|
(27,916
|
)
|
|
$
|
(26,918
|
)
|
Add:
|
|
|
|
||||
Depreciation and amortization expense
|
12,921
|
|
|
13,100
|
|
||
Interest expense, net
|
666
|
|
|
3
|
|
||
Income tax benefit
|
(25,512
|
)
|
|
(21,325
|
)
|
||
Restructuring costs
(a)
|
1,790
|
|
|
—
|
|
||
Transaction costs
(b)
|
1,527
|
|
|
—
|
|
||
Adjusted EBITDA (non-GAAP)
(c)
|
$
|
(36,524
|
)
|
|
$
|
(35,140
|
)
|
(a)
|
See
Management Discussion and Analysis - Results of Operations
discussion above.
|
(b)
|
Transaction costs are costs incurred for business development and acquisitions, and are included in selling and administrative expenses in the condensed consolidated statements of operations.
|
(c)
|
See
Use of Non-GAAP Measures
discussion above.
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
July 30, 2016
|
|
August 1, 2015
|
||||
Net loss
|
$
|
(27,916
|
)
|
|
$
|
(26,918
|
)
|
Reconciling items, after-tax
(below)
|
2,031
|
|
|
—
|
|
||
Adjusted Earnings (non-GAAP)
(a)
|
$
|
(25,885
|
)
|
|
$
|
(26,918
|
)
|
|
|
|
|
||||
Reconciling items, pre-tax
|
|
|
|
||||
Restructuring costs
(b)
|
$
|
1,790
|
|
|
$
|
—
|
|
Transaction costs
(c)
|
1,527
|
|
|
—
|
|
||
Reconciling items, pre-tax
|
3,317
|
|
|
—
|
|
||
Less: Pro forma income tax impact
(d)
|
1,286
|
|
|
—
|
|
||
Reconciling items, after-tax
|
$
|
2,031
|
|
|
$
|
—
|
|
(b)
|
See
Management Discussion and Analysis - Results of Operations
discussion above.
|
(d)
|
Represents the projected reduction in income tax expense based on our current combined federal and state aggregate income tax rate.
|
|
|
13 weeks ended
|
||||||
Dollars in thousands
|
|
July 30, 2016
|
|
August 1, 2015
|
||||
Cash and cash equivalents at beginning of period
|
|
$
|
28,568
|
|
|
$
|
44,816
|
|
Net cash flows (used in) provided by operating activities
|
|
(25,202
|
)
|
|
9,555
|
|
||
Net cash flows used in investing activities
|
|
(12,848
|
)
|
|
(16,616
|
)
|
||
Net cash flows provided by (used in) financing activities
|
|
18,394
|
|
|
(28,868
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(6
|
)
|
|
—
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
8,906
|
|
|
$
|
8,887
|
|
•
|
general competitive conditions, including actions our competitors 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 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;
|
•
|
restructuring 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, and further enhancements to Yuzu
®
and any future 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 and execute upon additional acquisitions and strategic investments;
|
•
|
technological changes;
|
•
|
our international expansion could result in additional risks;
|
•
|
our ability to attract and retain employees;
|
•
|
changes to payment terms, return policies, the discount or margin on products or other terms with our suppliers;
|
•
|
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 contracts and higher-than-anticipated store closings;
|
•
|
disruptions to our computer systems, data lines, telephone systems or supply chain, including the loss of suppliers;
|
•
|
work stoppages or increases in labor costs;
|
•
|
possible increases in shipping rates or interruptions in shipping service, effects of competition;
|
•
|
obsolete or excessive inventory;
|
•
|
product shortages;
|
•
|
changes in law or regulation;
|
•
|
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 or tax-related proceedings or audits;
|
•
|
changes in accounting standards;
|
•
|
challenges to running our company independently from Barnes & Noble, Inc. following the Spin-Off;
|
•
|
the potential adverse impact on our business resulting from the Spin-Off; 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 30, 2016.
|
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
|
||||||
May 1, 2016 - May 28, 2016
|
288,833
|
|
|
$
|
9.23
|
|
|
288,833
|
|
|
$
|
30,710,895
|
|
May 29, 2016 - July 2, 2016
|
281,943
|
|
|
$
|
9.78
|
|
|
281,943
|
|
|
$
|
27,966,624
|
|
July 3, 2016 - July 30, 2016
|
105,272
|
|
|
$
|
11.17
|
|
|
105,272
|
|
|
$
|
26,819,867
|
|
|
676,048
|
|
|
$
|
10.03
|
|
|
676,048
|
|
|
|
|
(a)
|
This amount represents the average price paid per common share. This price includes a per share commission paid for all repurchases.
|
10. 1
|
|
Barnes & Noble Education, Inc. Equity Award Plan Performance Share Award Agreement.
|
|
|
|
31.1
|
|
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.
|
|
|
|
31.2
|
|
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.
|
|
|
|
32.1
|
|
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.
|
|
|
|
32.2
|
|
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.
|
|
|
|
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)
|
|
10.1
|
|
Barnes & Noble Education, Inc. Equity Award Plan Performance Share Award Agreement.
|
|
|
|
31.1
|
|
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.
|
|
|
|
31.2
|
|
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.
|
|
|
|
32.1
|
|
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.
|
|
|
|
32.2
|
|
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.
|
|
|
|
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.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
July 30, 2016
of Barnes & Noble Education, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
|
|
/s/ Max J. Roberts
|
|
|
|
|
Max J. Roberts
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Barnes & Noble Education, Inc.
|
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
July 30, 2016
of Barnes & Noble Education, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
|
|
/s/ Barry Brover
|
|
|
|
|
Barry Brover
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Barnes & Noble Education, Inc.
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Max J. Roberts
|
|
|
Max J. Roberts
|
|
|
Chief Executive Officer
Barnes & Noble Education, Inc.
|
|
|
|
|
|
September 8, 2016
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Barry Brover
|
|
|
Barry Brover
|
|
|
Chief Financial Officer
Barnes & Noble Education, Inc.
|
|
|
|
|
|
September 8, 2016
|
|