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Dynamic quotes 
OFFON

BARNES & NOBLE EDUCATION, INC.

(BNED)
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BARNES & NOBLE EDUCATION, INC. : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

09/02/2021 | 04:59pm EDT
Unless the context otherwise indicates, references to "we," "us," "our" and "the
Company" refer to Barnes & Noble Education, Inc. or "BNED", a Delaware
corporation. References to "Barnes & Noble College" or "BNC" refer to our
subsidiary Barnes & Noble College Booksellers, LLC. References to "MBS" refer to
our subsidiary MBS Textbook Exchange, LLC.
Overview
Description of Business
Barnes & Noble Education, Inc. ("BNED") is one of the largest contract operators
of physical and virtual bookstores for college and university campuses and K-12
institutions across the United States. We are also one of the largest textbook
wholesalers, inventory management hardware and software providers, and a leading
provider of digital education solutions. We operate 1,429 physical, virtual, and
custom bookstores and serve more than 6 million students, delivering essential
educational content and tools within a dynamic omnichannel retail environment.
Additionally, we offer direct-to-student products and services to help students
study more effectively and improve academic performance.
The strengths of our business include our ability to compete by developing new
products and solutions to meet market needs, our large operating footprint with
direct access to students and faculty, our well-established, deep relationships
with academic partners and stable, long-term contracts and our well-recognized
brands. We expect to continue to introduce scalable and advanced digital
solutions focused largely on the student, expand our e-commerce capabilities and
accelerate such capabilities through our recent merchandising partnership with
Fanatics Retail Group Fulfillment, LLC, Inc. ("Fanatics") and Fanatics Lids
College, Inc. ("FLC") (collectively referred to herein as the "FLC
Partnership"), increase market share with new accounts, and expand our strategic
opportunities through acquisitions and partnerships.
We expect general merchandise sales to increase over the long term, as our
product assortments continue to emphasize and reflect changing consumer trends,
and we evolve our presentation concepts and merchandising of products in stores
and online, which we expect to be further enhanced and accelerated through the
FLC Partnership. Through this partnership, we receive unparalleled product
assortment, e-commerce capabilities and powerful digital marketing tools to
drive increased value for customers and accelerate growth of our logo and
emblematic general merchandise business.
We believe the Barnes & Noble brand (licensed from our former parent) along with
our subsidiary brands, BNC and MBS, are synonymous with innovation in
bookselling and campus retailing, and are widely recognized and respected brands
in the United States. Our large college footprint, reputation, and credibility
in the marketplace not only support our marketing efforts to universities,
students, and faculty, but are also important to our relationship with leading
publishers who rely on us as one of their primary distribution channels, and for
being a trusted source for students in our direct-to-student digital solutions
business.
For additional information related to our business, see Part I - Item 1.
Business in our Annual Report on Form 10-K for the fiscal year ended May 1,
2021.
Wolfram|Alpha Agreement
During the first quarter of Fiscal 2022, we launched Math Solver, a new
bartleby® product feature that is powered by Wolfram|Alpha best-in-class
computation engine. Math Solver allows students to access an interactive digital
calculator that provides real-time, step-by-step explanations for even the most
advanced math problems in subjects such as Algebra, Pre-Calc, Calculus.
Partnership with Fanatics and FLC
In December 2020, we entered into the FLC Partnership. Through this partnership,
we receive unparalleled product assortment, e-commerce capabilities and powerful
digital marketing tools to drive increased value for customers and accelerate
growth of our general merchandise business. Fanatics' cutting-edge e-commerce
and technology expertise offers our campus stores expanded product selection, a
world-class online and mobile experience, and a progressive direct-to-consumer
platform. Coupled with FLC, the leading standalone brick and mortar retailer
focused exclusively on licensed fan and alumni products, our campus stores have
improved access to trend and sales performance data on licensees, product
styles, and design treatments.
We maintain our relationships with campus partners and remain responsible for
staffing and managing the day-to-day operations of our campus bookstores. We
also work closely with our campus partners to ensure that each campus store
maintains unique aspects of in-store merchandising, including localized product
assortments and specific styles and designs that reflect each campus's brand. We
leverage Fanatics' e-commerce technology and expertise for the operational
management of the emblematic merchandise and gift sections of our campus store
websites. FLC manages in-store assortment planning and merchandising of
emblematic apparel, headwear, and gift products for our partner campus stores.
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In December 2020, Fanatics, Inc. and Lids Holdings, Inc. jointly made a
strategic equity investment in BNED. On April 4, 2021, as contemplated by the
FLC Partnership's merchandising agreement, we sold our logo and emblematic
general merchandise inventory to FLC, which was finalized during the first
quarter of Fiscal 2022. As contemplated by the FLC Partnership's e-commerce
agreement, we began to transition certain of our e-commerce sites to Fanatics
e-commerce sites for logo and emblematic products during the first quarter of
Fiscal 2022. As the logo and emblematic general merchandise sales are fulfilled
by FLC and Fanatics, we recognize commission revenue earned for these sales on a
net basis in our condensed consolidated financial statements, as compared to the
recognition of logo and emblematic general merchandise sales on a gross basis in
the prior year. For additional information, see Item 1. Financial Statements -
Note 2. Summary of Significant Accounting Policies - Merchandise Inventories.
COVID-19 Business Impact
Our business experienced an unprecedented and significant negative impact as a
result of COVID-19 related campus store closures. Beginning in March 2020,
colleges and universities nationwide began to close their campuses in light of
safety concerns and as a result of local and state issued stay-at-home orders.
By mid-March, during our Fiscal 2020 fourth quarter, we closed the majority of
our physical campus stores to protect the health and safety of our customers and
employees.
While our campus stores were closed, we continued to serve institutions and
students through our campus websites, providing free shipping on all orders and
an expanded digital content offering to provide immediate access to course
materials to students at our campuses that closed due to COVID-19. We developed
and implemented plans to safely reopen our campus stores based on national,
state and local guidelines, as well as the campus policies set by the school
administration.
Despite the introduction of COVID-19 vaccines, the pandemic remains highly
volatile and continues to evolve. We cannot accurately predict the duration or
extent of the impact of the COVID-19 virus, including the Delta variant, on
enrollments, university budgets, athletics and other areas that directly affect
our business operations. Although most schools expect to return to a traditional
on-campus environment for learning in the upcoming Fall semester, as well as
host traditional on campus sporting activities and events, there is still
uncertainty about the duration and extent of the impact of the COVID-19
pandemic. We will continue to assess our operations and will continue to
consider the guidance of local governments and our campus partners to determine
when our operations can begin returning to normal levels of business. If
economic conditions caused by the pandemic do not recover as currently estimated
by management or market factors currently in place change, there could be a
further impact on our results of operations, financial condition and cash flows
from operations. For additional information, see Part I - Item 1. Business in
our Annual Report on Form 10-K for the fiscal year ended May 1, 2021.
Segments
We have three reportable segments: Retail, Wholesale and DSS. Additionally,
unallocated shared-service costs, which include various corporate level expenses
and other governance functions, continue to be presented as "Corporate
Services".
We identify our segments in accordance with the way our business is managed
(focusing on the financial information distributed) and the manner in which our
chief operating decision maker allocates resources and assesses financial
performance. The following summarizes the three segments. For additional
information about each segment's operations, see Part I - Item 1. Business in
our Annual Report on Form 10-K for the fiscal year ended May 1, 2021.
Retail Segment
The Retail Segment operates 1,429 college, university, and K-12 school
bookstores, comprised of 784 physical bookstores and 645 virtual bookstores. Our
bookstores typically operate under agreements with the college, university, or
K-12 schools to be the official bookstore and the exclusive seller of course
materials and supplies, including physical and digital products. The majority of
the physical campus bookstores have school-branded e-commerce sites which we
operate independently or along with our merchant partners, and which offer
students access to affordable course materials and affinity products, including
emblematic apparel and gifts. The Retail Segment also offers inclusive access
programs, in which course materials are offered at a reduced price through a fee
charged by the institution or included in tuition, and delivered to students on
or before the first day of class. Additionally, the Retail Segment offers a
suite of digital content and services to colleges and universities, including a
variety of open educational resource-based courseware.
Wholesale Segment
The Wholesale Segment is comprised of our wholesale textbook business and is one
of the largest textbook wholesalers in the country. The Wholesale Segment
centrally sources, sells, and distributes new and used textbooks to
approximately 3,200 physical bookstores (including our Retail Segment's 784
physical bookstores) and sources and distributes new and used textbooks to our
645 virtual bookstores. Additionally, the Wholesale Segment sells hardware and a
software suite of applications that provides inventory management and
point-of-sale solutions to approximately 400 college bookstores.
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DSS Segment
The Digital Student Solutions ("DSS") Segment includes direct-to-student
products and services to assist students to study more effectively and improve
academic performance. The DSS Segment is comprised of the operations of Student
Brands, LLC, a leading direct-to-student subscription-based writing services
business, and bartleby®, a direct-to-student subscription-based offering
providing textbook solutions, expert questions and answers, writing and
tutoring.
Corporate Services represents unallocated shared-service costs which include
corporate level expenses and other governance functions, including executive
functions, such as accounting, legal, treasury, information technology, and
human resources.
Seasonality
Our business is highly seasonal. Our quarterly results also may fluctuate
depending on the timing of the start of the various schools' semesters, as well
as shifts in our fiscal calendar dates. These shifts in timing may affect the
comparability of our results across periods. Our fiscal year is comprised of 52
or 53 weeks, ending on the Saturday closest to the last day of April.
For our retail operations, sales are generally highest in the second and third
fiscal quarters, when students generally purchase and rent textbooks and other
course materials, and lowest in the first and fourth fiscal quarters. Sales
attributable to our wholesale business are generally highest in our first,
second and third quarter, as it sells textbooks and other course materials for
retail distribution. For our DSS segment, or direct-to-student business, sales
and operating profit are realized relatively consistently throughout the year.
Trends, Competition and Other Business Conditions Affecting Our Business
The market for educational materials is undergoing unprecedented change. As
tuition and other costs rise, colleges and universities face increasing pressure
to attract and retain students and provide them with innovative, affordable
educational content and tools that support their educational development.
Current trends, competition and other factors affecting our business include:
•Overall Economic Environment, College Enrollment and Consumer Spending
Patterns. Our business is affected by the impact of the COVID-19 pandemic, 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.
•Impact of the COVID-19 Pandemic: The COVID-19 pandemic has materially and
adversely impacted certain segments of the U.S. economy, with legislative and
regulatory responses including unprecedented monetary and fiscal policy actions
across all sectors, and there is significant uncertainty as to timing of
stabilization and recovery, including the ability to gain adequate herd-immunity
levels through vaccine programs and their resilience to future virus variants.
Many colleges and K-12 schools have been required to cease in-person classes in
an attempt to limit the spread of the COVID-19 virus and ensure the safety of
their students. Although many academic institutions have reopened, they are
considering alternatives to traditional in-person instruction, including online
learning and significantly reduced classroom sizes. Additionally, while many
athletic conferences resumed their sport activities, fan attendance at the games
was either eliminated or severely restricted, which further impacted the
company's high-margin general merchandise business.
•Economic Environment: Retail general merchandise sales are subject to
short-term fluctuations driven by the broader retail environment.
•Enrollment Trends: The growth of our business depends on our ability to attract
new customers 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, generally correlate with changes in
the economy and unemployment factors, e.g. low unemployment tends to lead to low
enrollment and higher unemployment rates tend to lead to higher enrollment
trends, as students generally enroll to obtain skills that are in demand in the
workforce. Enrollment trends have been negatively impacted overall by COVID-19
concerns at physical campuses. A significant reduction in U.S. economic activity
and increased unemployment could lead to decreased enrollment and consumer
spending. Additionally, enrollment trends are impacted by the dip in the United
States birth rate resulting in fewer students at the traditional 18-24 year-old
college age. Online degree program enrollments continue to grow, even in the
face of declining overall higher education enrollment.
•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.
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•Increasing Costs Associated with Defending Against Security Breaches and Other
Data Loss, Including Cyber-Attacks. We are increasingly dependent upon
information technology systems, infrastructure and data. Cyber-attacks are
increasing in their frequency, sophistication and intensity, and have become
increasingly difficult to detect. We continue to invest in data protection and
information technology to prevent or minimize these risks and, to date, we have
not experienced any material service interruptions and are not aware of any
material breaches.
•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 other course 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 textbooks has
historically been greater than the available supply, our financial results are
highly dependent upon Wholesale's ability to build its textbook inventory from
suppliers in advance of the selling season. Recently, the impact of fewer
students on campus due to COVID-19 has significantly impacted our on-campus
buyback programs which supplies Wholesale's used textbook inventory for future
selling periods. Some textbook publishers have begun to supply textbooks
pursuant to consignment or rental programs which could impact used textbook
supplies in the future. Additionally, Wholesale is a national distributor for
rental textbooks offered through McGraw-Hill Education's and Pearson Education's
consignment rental program, both of which are relatively nascent.
•Price Competition. In addition to the competition in the services we provide to
our customers, our textbook and other course materials business faces
significant price competition. Students purchase textbooks and other course
materials from multiple providers, are highly price sensitive, and can easily
shift spending from one provider or format to another.
•A Large Number of Traditional Campus Bookstores Have Yet to be Outsourced.
•Outsourcing Trends. We continue to see the trend towards outsourcing in the
campus bookstore market and also continue to see a variety of business models
being pursued for the provision of course materials (such as inclusive access
programs and publisher subscription models) 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. We also expect that certain
less profitable or essential bookstores we operate may close. Such stores could
be included in contracts for stores we operate that may be deemed non-essential;
and such stores could be operated by others or independently by schools. The
scope of any such store closures remains uncertain, although we are not aware,
at this time, of any significant volume of stores which we operate that are
likely to close or have informed us of upcoming closures.
For additional discussion of our trends and other factors affecting our
business, see Part I - Item 1. Business in our Annual Report on Form 10-K for
the year ended May 1, 2021.
Elements of Results of Operations
Our condensed consolidated financial statements reflect our consolidated
financial position, results of operations and cash flows in conformity with
accounting principles generally accepted in the United States ("GAAP"). The
results of operations reflected in our consolidated financial statements are
presented on a consolidated basis. All material intercompany accounts and
transactions have been eliminated in consolidation.
Our sales are primarily derived from the sale of course materials, which include
new, used and digital textbooks, and at college and university bookstores which
we operate, we sell high margin general merchandise, including emblematic
apparel and gifts, trade books, computer products, school and dorm supplies,
convenience and café items and graduation products. Our rental income is
primarily derived from the rental of physical textbooks. We also derive revenue
from other sources, such as sales of inventory management, hardware and
point-of-sale software, direct-to-student subscription-based services, and other
services.
Our cost of sales primarily includes costs such as merchandise costs, textbook
rental amortization, content development cost amortization, warehouse costs
related to inventory management and order fulfillment, insurance, certain
payroll costs, and management service agreement costs, including rent expense,
related to our college and university contracts and other facility related
expenses.
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Our selling and administrative expenses consist primarily of store payroll and
store operating expenses. Selling and administrative expenses also include
long-term incentive plan compensation expense and general office expenses, such
as merchandising, procurement, field support, finance and accounting, and
operating costs related to our direct-to-student subscription-based services
business. Shared-service costs such as human resources, legal, treasury,
information technology, and various other corporate level expenses and other
governance functions, are not allocated to any specific reporting segment and
are recorded in Corporate Services as discussed in the Overview - Segments
discussion above.
Results of Operations - Summary
                                         13 weeks ended
                                    July 31,       August 1,
Dollars in thousands                  2021           2020
Sales:
Product sales and other            $ 227,770      $ 193,210
Rental income                         13,024         10,804
Total sales                        $ 240,794      $ 204,014

Net loss                           $ (44,346)     $ (46,652)

Adjusted Earnings (non-GAAP) (a) $ (40,014) $ (41,716)


Adjusted EBITDA (non-GAAP) (a)
Retail                             $ (19,622)     $ (40,640)
Wholesale                              6,414         12,966
DSS                                    1,692          1,664
Corporate Services                    (7,444)        (5,244)
Elimination                           (5,537)        (6,763)

Total Adjusted EBITDA (non-GAAP) $ (24,497) $ (38,017)

(a)Adjusted Earnings and Adjusted EBITDA are non-GAAP financial measures. See Adjusted Earnings (non-GAAP) and Adjusted EBITDA (non-GAAP) discussion below.

The following table sets forth, for the periods indicated, the percentage relationship that certain items bear to total sales:

                                                13 weeks ended
                                           July 31,         August 1,
                                             2021             2020
Sales:
Product sales and other                         94.6  %        94.7  %
Rental income                                    5.4            5.3
Total sales                                    100.0          100.0
Cost of sales:
Product and other cost of sales (a)             76.5           85.8
Rental cost of sales (a)                        50.7           68.4
Total cost of sales                             75.1           84.9
Gross margin                                    24.9           15.1
Selling and administrative expenses             35.8           34.3
Depreciation and amortization expense            5.2            6.9

Restructuring and other charges                  1.1            2.8

Operating loss                                 (17.2) %       (28.9) %



(a)Represents the percentage these costs bear to the related sales, instead of total sales.

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Results of Operations - 13 weeks ended July 31, 2021 compared with the 13 weeks
ended August 1, 2020
                                                                            

13 weeks ended, July 31, 2021

                                                                                                  Corporate
Dollars in thousands                       Retail           Wholesale             DSS             Services            Eliminations            Total
Sales:
Product sales and other                 $ 197,445          $  44,484          $  8,303          $        -          $     (22,462)         $ 227,770
Rental income                              13,024                  -                 -                   -                      -             13,024
Total sales                               210,469             44,484             8,303                   -                (22,462)           240,794
Cost of sales:
Product and other cost of sales           155,722             34,079             1,273                   -                (16,913)           174,161
Rental cost of sales                        6,604                  -                 -                   -                      -              6,604
Total cost of sales                       162,326             34,079             1,273                   -                (16,913)           180,765
Gross profit                               48,143             10,405             7,030                   -                 (5,549)            60,029
Selling and administrative expenses        68,365              3,991             6,447               7,444                    (12)            86,235
Depreciation and amortization expense       9,407              1,300             1,899                  18                      -             12,624
                             Sub-Total: $ (29,629)         $   5,114          $ (1,316)         $   (7,462)         $      (5,537)           (38,830)

Restructuring and other charges                                                                                                                2,623

Operating loss                                                                                                                             $ (41,453)


                                                                                13 weeks ended, August 1, 2020
                                                                                                  Corporate
Dollars in thousands                       Retail           Wholesale             DSS             Services            Eliminations            Total
Sales:
Product sales and other                 $ 147,972          $  80,294          $  5,872          $        -          $     (40,928)         $ 193,210
Rental income                              10,804                  -                 -                   -                      -             10,804
Total sales                               158,776             80,294             5,872                   -                (40,928)           204,014
Cost of sales:
Product and other cost of sales           135,254             63,537             1,126                   -                (34,152)           165,765
Rental cost of sales                        7,387                  -                 -                   -                      -              7,387
Total cost of sales                       142,641             63,537             1,126                   -                (34,152)           173,152
Gross profit                               16,135             16,757             4,746                   -                 (6,776)            30,862
Selling and administrative expenses        56,985              3,791             4,036               5,244                    (13)            70,043
Depreciation and amortization expense      10,570              1,295             2,165                  33                      -             14,063
                             Sub-Total: $ (51,420)         $  11,671          $ (1,455)         $   (5,277)         $      (6,763)           (53,244)

Restructuring and other charges                                                                                                                5,671

Operating loss                                                                                                                             $ (58,915)




Sales
The following table summarizes our sales for the 13 weeks ended July 31, 2021
and August 1, 2020:
                                           13 weeks ended
Dollars in thousands       July 31, 2021       August 1, 2020         %
Product sales and other   $      227,770      $       193,210       17.9%
Rental income                     13,024               10,804       20.5%
Total Sales               $      240,794      $       204,014       18.0%


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Sales increased by $36.8 million, or 18.0%, to $240.8 million during the 13
weeks ended July 31, 2021 from $204.0 million during the 13 weeks ended
August 1, 2020. The sales increase is primarily related to the impact from
re-opening stores that had temporarily closed due to the COVID-19 pandemic in
the prior year. The first quarter is typically a low revenue quarter, consisting
primarily of summer courses.
The components of the variances for the 13 week periods are reflected in the
table below.
Sales variances                           13 weeks ended
Dollars in millions             July 31, 2021       August 1, 2020
Retail Sales
New stores                     $         10.3      $           7.9
Closed stores                            (4.5)                (5.1)
Comparable stores (a)                    44.6               (106.6)
Textbook rental deferral                  0.2                 (6.4)
Service revenue (b)                       2.3                 (4.7)
Other (c)                                (1.2)                (1.0)
     Retail sales subtotal:    $         51.7      $        (115.9)

Wholesale Sales                $        (35.8)     $           8.0
DSS Sales                      $          2.4      $           0.5
Eliminations (d)               $         18.5      $          (8.2)
      Total sales variance:    $         36.8      $        (115.6)


(a)  Effective April 2021, as contemplated by the FLC Partnership's
merchandising agreement, logo and emblematic general merchandise sales were
fulfilled by FLC. During the first quarter of Fiscal 2022, as contemplated by
the FLC Partnership's e-commerce agreement, we began to transition certain of
our e-commerce sites to Fanatics e-commerce sites for logo and emblematic
products. As the logo and emblematic general merchandise sales are fulfilled by
FLC and Fanatics, we recognize commission revenue earned for these sales on a
net basis in our condensed consolidated financial statements, as compared to the
recognition of logo and emblematic general merchandise sales on a gross basis in
the prior year period. For Comparable Store Sales details, see below.
(b)  Service revenue includes brand partnerships, shipping and handling, and
revenue from other programs.
(c)  Other includes inventory liquidation sales to third parties, marketplace
sales and certain accounting adjusting items related to return reserves, and
other deferred items.
(d)  Eliminates Wholesale sales and service fees to Retail and Retail
commissions earned from Wholesale. See discussion of intercompany activities and
eliminations below.
Retail
Retail sales increased by $51.7 million, or 32.6%, to $210.5 million during the
13 weeks ended July 31, 2021 from $158.8 million during the 13 weeks ended
August 1, 2020. Retail added 53 new stores and closed 41 stores (not including
temporary store closings due to COVID-19) during the 13 weeks ended July 31,
2021, ending the period with a total of 1,429 stores.
                                                                                    13 weeks ended
                                                            July 31, 2021                                 August 1, 2020
Number of Stores:                                  Physical                Virtual                Physical                 Virtual
Number of stores at beginning of period                769                    648                       772                   647
Opened                                                  30                     23                        24                    40
Closed                                                  15                     26                        24                    17
Number of stores at end of period                      784                    645                       772                   670



Product and other sales for Retail for the 13 weeks ended July 31, 2021
increased by $49.5 million, or 33.5% to $197.5 million from $148.0 million
during the 13 weeks ended August 1, 2020. The sales increase is primarily
related to the impact from re-opening stores that had temporarily closed due to
the COVID-19 pandemic in the prior year.
Product and other sales are impacted by comparable store sales (as noted in the
chart below), new store openings and store closings, as well as the impact from
the COVID-19 pandemic. Sales were impacted by the temporary store closings due
to the COVID-19 pandemic in the prior year, as well as the impact of fewer
students returning to campus, as many schools
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implemented a remote learning model and curtailed on-campus classes and
activities. While many big-conferences resumed their sport activities, fan
attendance at the games was either eliminated or severely restricted, which
further impacted the company's general merchandise business. Additionally, sales
were impacted by overall enrollment declines in higher education. First Day (our
inclusive access program), digital and eTextbook revenue increased, due to a
shift to lower cost options and more affordable solutions, including digital
offerings. First Day sales increased approximately 200% compared to the prior
year period.
To supplement the Total Sales table presented above in accordance with generally
accepted accounting principles ("GAAP"), the Company uses the non-GAAP financial
measure of Retail Gross Comparable Store Sales. Retail Gross Comparable Store
Sales (non-GAAP) includes sales from physical and virtual stores that have been
open for an entire fiscal year period and does not include sales from closed
stores for all periods presented. As contemplated by the FLC Partnership's
merchandising agreement and e-commerce agreement, we began to transition the
fulfillment of logo and emblematic general merchandise sales to FLC and
Fanatics. As the logo and emblematic general merchandise sales are fulfilled by
FLC and Fanatics, we recognize commission revenue earned for these sales on a
net basis in our condensed consolidated financial statements, as compared to the
recognition of logo and emblematic sales on a gross basis in the prior year
period. For Retail Gross Comparable Store Sales (non-GAAP), sales for logo and
emblematic general merchandise fulfilled by FLC, Fanatics and digital agency
sales are included on a gross basis. We believe the current Retail Gross
Comparable Store Sales (non-GAAP) calculation method reflects the manner in
which management views comparable sales, as well as the seasonal nature of our
business. Retail Gross Comparable Store Sales (non-GAAP) variances for Retail by
category for the 13 week periods are as follows:
Retail Gross Comparable Store Sales
(non-GAAP) variances                                                               13 weeks ended
Dollars in millions                                           July 31, 2021                             August 1, 2020
Textbooks (Course Materials)                       $       23.1                21.9  %       $       (11.3)              (10.1) %
General Merchandise                                        48.6               118.4  %               (87.6)              (68.3) %
Trade Books                                                 1.9               151.1  %                (7.7)              (85.2) %
Total Retail Gross Comparable Store Sales
(non-GAAP)                                         $       73.6                49.8  %       $      (106.6)              (42.8) %


Rental income for Retail for the 13 weeks ended July 31, 2021 increased by $2.2
million, or 20.5% to $13.0 million from $10.8 million during the 13 weeks ended
August 1, 2020. Rental income is impacted by comparable store sales, new store
openings and store closings. The increase in rental income is primarily due to
increased rental activity due to the temporary store closings due COVID-19
pandemic in the prior year discussed above.
Wholesale
Wholesale sales decreased by $35.8 million, or 44.6% to $44.5 million during the
13 weeks ended July 31, 2021 from $80.3 million during the 13 weeks ended
August 1, 2020. The decrease is primarily due to decreased gross sales impacted
by the COVID-19 pandemic, a decrease in customer demand resulting from a shift
in buying patterns from physical textbooks to digital products, and lower demand
from other third-party clients, partially offset by a lower returns and
allowances. During the prior year period, the Wholesale operations assumed
direct-to-student fulfillment of course material orders for the Retail Segment
campus bookstores that were not fully operational due to COVID-19 campus store
closures, whereas the sales shifted back to the physical bookstores in the
current period.
DSS
DSS total sales increased by $2.4 million, or 41.4% to $8.3 million during the
13 weeks ended July 31, 2021 from $5.9 million during the 13 weeks ended
August 1, 2020. Sales increased primarily due to an increase in subscription
sales.
Cost of Sales and Gross Margin
Our cost of sales decreased as a percentage of sales to 75.1% during the 13
weeks ended July 31, 2021 compared to 84.9% during the 13 weeks ended August 1,
2020. Our gross margin increased by $29.2 million, or 94.5%, to $60.0 million,
or 24.9% of sales, during the 13 weeks ended July 31, 2021 from $30.9 million,
or 15.1% of sales during the 13 weeks ended August 1, 2020.
During the 13 weeks ended July 31, 2021, we recognized a merchandise inventory
loss of $0.4 million in cost of goods sold in the Retail Segment discussed
below. Excluding the merchandise inventory loss, cost of goods sold and gross
margin was 74.9% and 25.1%, respectively, of sales during the 13 weeks ended
July 31, 2021 compared to 84.9% and 15.1%, respectively, of sales during the 13
weeks ended August 1, 2020. For additional information, see Item 1. Financial
Statements - Note 2. Summary of Significant Accounting Policies - Merchandise
Inventories.
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Retail
The following table summarizes the Retail cost of sales for the 13 weeks ended
July 31, 2021 and August 1, 2020:
                                                                                       13 weeks ended
                                                                               % of                                             % of
Dollars in thousands                               July 31, 2021           Related Sales           August 1, 2020           Related Sales
Product and other cost of sales                  $      155,722                78.9%             $       135,254                91.4%
Rental cost of sales                                      6,604                50.7%                       7,387                68.4%
Total Cost of Sales                              $      162,326                77.1%             $       142,641                89.8%

The following table summarizes the Retail gross margin for the 13 weeks ended July 31, 2021 and August 1, 2020:

                                                                                        13 weeks ended
                                                                                   % of               August 1,               % of
Dollars in thousands                                   July 31, 2021           Related Sales             2020             Related Sales
Product and other gross margin                       $       41,723                21.1%             $  12,718                8.6%
Rental gross margin                                           6,420                49.3%                 3,417                31.6%
Gross Margin                                         $       48,143                22.9%             $  16,135                10.2%


For the 13 weeks ended July 31, 2021, the Retail gross margin as a percentage of
sales increased as discussed below:
•Product and other gross margin increased (1,250 basis points), driven primarily
by higher margin rates (1,215 basis points) due to lower inventory reserves and
lower markdowns and a favorable sales mix (160 basis points) due to higher
general merchandise sales, partially offset by higher contract costs as a
percentage of sales related to our college and university contracts (90 basis
points) resulting from contract renewals and new store contracts, and an
inventory merchandise loss of $0.4 million (30 basis points) related to the
final sale of our logo and emblematic general merchandise inventory below cost
to FLC.
•Rental gross margin increased (1,765 basis points), driven primarily by lower
contract costs as a percentage of sales related to our college and university
contracts (1,215 basis points) and higher rental margin rates (690 basis
points), partially offset by an unfavorable rental mix (140 basis points).
Wholesale
The cost of sales and gross margin for Wholesale were $34.1 million, or 76.6% of
sales, and $10.4 million, or 23.4% of sales, respectively, during the 13 weeks
ended July 31, 2021. The cost of sales and gross margin for Wholesale was $63.5
million or 79.1% of sales and $16.8 million or 20.9% of sales, respectively,
during the 13 weeks ended August 1, 2020.
The gross margin rate increased during the 13 weeks ended July 31, 2021
primarily due to lower markdowns and a favorable sales mix, partially offset by
the unfavorable impact of returns and allowances.
DSS
The gross margin for the DSS segment was $7.0 million, or 84.7% of sales, during
the 13 weeks ended July 31, 2021 and $4.7 million, or 80.8% of sales, during the
13 weeks ended August 1, 2020. The high gross margins are driven primarily by
high margin subscription service revenue earned.
Intercompany Eliminations
During the 13 weeks ended July 31, 2021 and August 1, 2020, our sales
eliminations were $(22.5) million and $(40.9) million, respectively. These sales
eliminations represent the elimination of Wholesale sales and fulfillment
service fees to Retail and the elimination of Retail commissions earned from
Wholesale.
During the 13 weeks ended July 31, 2021 and August 1, 2020, the cost of sales
eliminations were $(16.9) million and $(34.2) million, respectively. These cost
of sales eliminations represent (i) the recognition of intercompany profit for
Retail inventory that was purchased from Wholesale in a prior period that was
subsequently sold to external customers during the current period and the
elimination of Wholesale service fees charged for fulfillment of inventory for
virtual store sales, net of (ii) the elimination of intercompany profit for
Wholesale inventory purchases by Retail that remain in ending inventory at the
end of the current period.
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During the 13 weeks ended July 31, 2021 and August 1, 2020, the gross margin
eliminations were $(5.5) million and $(6.8) million, respectively. The gross
margin eliminations reflect the net impact of the sales eliminations and cost of
sales eliminations during the above mentioned reporting periods.
Selling and Administrative Expenses
                                                                                 13 weeks ended
                                                                                % of           August 1,            % of
Dollars in thousands                                   July 31, 2021           Sales              2020             Sales
Total Selling and Administrative Expenses            $       86,235            35.8%          $  70,043            34.3%


During the 13 weeks ended July 31, 2021, selling and administrative expenses
increased by $16.2 million, or 23.1%, to $86.2 million from $70.0 million during
the 13 weeks ended August 1, 2020. The variances by segment are as follows:
Retail
During the 13 weeks ended July 31, 2021, Retail selling and administrative
expenses increased by $11.4 million, or 20.0%, to $68.4 million from $57.0
million during the 13 weeks ended August 1, 2020. This increase was primarily
due to a $12.1 million increase in stores payroll and operating expenses
including comparable stores, virtual stores and new/closed stores payroll and
operating expenses, partially offset by a $0.8 million decrease in corporate
payroll, infrastructure and product development costs. The payroll increase is
primarily related to the impact from re-opening stores that had temporarily
closed due to the COVID-19 pandemic in the prior year.
Wholesale
Wholesale selling and administrative expenses increased by $0.2 million, or
5.3%, to $4.0 million from $3.8 million during the 13 weeks ended August 1,
2020. The increase in selling and administrative expenses was primarily driven
by higher compensation-related expense and higher operating expenses.
DSS
During the 13 weeks ended July 31, 2021, DSS selling and administrative expenses
increased by $2.4 million, or 59.7%, to $6.4 million from $4.0 million during
the 13 weeks ended August 1, 2020. The increase in costs was primarily driven by
higher operating costs invested in the business to continue to increase sales.
Corporate Services
During the 13 weeks ended July 31, 2021, Corporate Services' selling and
administrative expenses increased by $2.2 million, or 42.0%, to $7.4 million
from $5.2 million during the 13 weeks ended August 1, 2020. The increase was
primarily due to higher compensation-related expense and higher operating
expenses.
Depreciation and Amortization Expense
                                                                            

13 weeks ended

                                                                                % of           August 1,            % of
Dollars in thousands                                   July 31, 2021           Sales              2020             Sales

Total Depreciation and Amortization Expense $ 12,624

     5.2%          $  14,063             6.9%


Depreciation and amortization expense decreased by $1.4 million, or 10.2%, to
$12.6 million during the 13 weeks ended July 31, 2021 from $14.1 million during
the 13 weeks ended August 1, 2020. The decrease was primarily attributable to
lower depreciable assets and intangibles due to the store impairment loss
recognized during the third quarter of Fiscal 2021.
Restructuring and other charges
During the 13 weeks ended July 31, 2021, we recognized restructuring and other
charges totaling $2.6 million comprised primarily of $1.5 million for severance
and other employee termination and benefit costs associated with elimination of
various positions as part of cost reduction objectives ($2.4 million is included
in accrued liabilities in the consolidated balance sheet as of July 31, 2021),
$1.0 million for professional service costs related to restructuring, process
improvements, costs related to development and integration associated with the
FLC Partnership, and shareholder activist activities, and $0.1 million related
to liabilities for a facility closure.
During the 13 ended August 1, 2020, we recognized restructuring and other
charges totaling $5.7 million comprised of $3.4 million for severance and other
employee termination and benefit costs associated with elimination of various
positions as part of cost reduction objectives ($10.6 million is included in
accrued liabilities in the consolidated balance sheet as of August 1, 2020), and
$2.1 million for professional service costs related to restructuring, process
improvements, and shareholder activities, and $0.2 million related to liability
for a facility closure.
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Operating Loss
                                                13 weeks ended
                                              % of                              % of
Dollars in thousands     July 31, 2021        Sales       August 1, 2020        Sales
Total Operating Loss    $      (41,453)      (17.2)%     $       (58,915)      (28.9)%


Our operating loss was $(41.5) million during the 13 weeks ended July 31, 2021,
compared to an operating loss of $(58.9) million during the 13 weeks ended
August 1, 2020. The decrease in operating loss is due to the matters discussed
above. For the 13 weeks ended July 31, 2021, excluding the $0.4 million of
merchandise inventory loss and the $2.6 million of restructuring and other
charges, discussed above, operating loss was $(38.4) million (or (15.9)% of
sales). For the 13 weeks ended August 1, 2020, excluding the $5.7 million of
restructuring and other charges, discussed above, operating loss was $(53.2)
million (or (26.1)% of sales).
Interest Expense, Net
                                   13 weeks ended

Dollars in thousands July 31, 2021 August 1, 2020 Interest Expense, Net $ 2,494 $ 2,653



Net interest expense decreased by $0.2 million, or 6.0%, to $2.5 million during
the 13 weeks ended July 31, 2021 from $2.7 million during the 13 weeks ended
August 1, 2020. The decrease was primarily due to lower borrowings compared to
the prior year.
Income Tax Expense (Benefit)
                                                                                           13 weeks ended
Dollars in thousands                                   July 31, 2021          Effective Rate           August 1, 2020          Effective Rate
Income Tax Expense (Benefit)                         $          399               (0.9)%             $       (14,916)               24.2%


We recorded an income tax expense of $0.4 million on a pre-tax loss of $(43.9)
million during the 13 weeks ended July 31, 2021, which represented an effective
income tax rate of (0.9)% and we recorded an income tax benefit of $(14.9)
million on a pre-tax loss of $(61.6) million during the 13 weeks ended August 1,
2020, which represented an effective income tax rate of 24.2%. The effective tax
rate for the 13 weeks ended July 31, 2021 is lower as compared to the comparable
prior year due to the assessment of the realization of deferred tax assets.
Net Loss
                                  13 weeks ended

Dollars in thousands July 31, 2021 August 1, 2020 Net loss

               $      (44,346)     $       (46,652)


As a result of the factors discussed above, net loss was $(44.3) million during
the 13 weeks ended July 31, 2021, compared with net loss of $(46.7) million
during the 13 weeks ended August 1, 2020. Adjusted Earnings (non-GAAP) is
$(40.0) million during the 13 weeks ended July 31, 2021, compared with $(41.7)
million during the 13 weeks ended August 1, 2020. See Adjusted Earnings
(non-GAAP) discussion below.
Use of Non-GAAP Measures - Adjusted Earnings, Adjusted EBITDA and Free Cash Flow
To supplement our results prepared in accordance with generally accepted
accounting principles ("GAAP"), we use the measure of Adjusted Earnings,
Adjusted EBITDA, and Free Cash Flow, which are non-GAAP financial measures under
Securities and Exchange Commission (the "SEC") regulations. We define Adjusted
Earnings as net income adjusted for certain reconciling items that are
subtracted from or added to net income. We define Adjusted EBITDA as net income
plus (1) depreciation and amortization; (2) interest expense and (3) income
taxes, (4) as adjusted for items that are subtracted from or added to net
income. We define Free Cash Flow as Adjusted EBITDA less capital expenditures,
cash interest and cash taxes.
To properly and prudently evaluate our business, we encourage you to review our
condensed consolidated financial statements included elsewhere in this Form
10-K, the reconciliation of Adjusted Earnings to net income and the
reconciliation of Adjusted EBITDA to net income, the most directly comparable
financial measure presented in accordance with GAAP, set
                                       30
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forth in the tables below. All of the items included in the reconciliations
below are either (i) non-cash items or (ii) items that management does not
consider in assessing our on-going operating performance.
These non-GAAP financial measures are not intended as substitutes for and should
not be considered superior to measures of financial performance prepared in
accordance with GAAP. In addition, our use of these non-GAAP financial measures
may be different from similarly named measures used by other companies, limiting
their usefulness for comparison purposes.
We review these non-GAAP financial measures as internal measures to evaluate our
performance and manage our operations. We believe that these measures are useful
performance measures which are used by us to facilitate a comparison of our
on-going operating performance on a consistent basis from period-to-period. We
believe that these non-GAAP financial measures provide for a more complete
understanding of factors and trends affecting our business than measures under
GAAP can provide alone, as they exclude certain items that do not reflect the
ordinary earnings of our operations. Our Board of Directors and management also
use Adjusted EBITDA as one of the primary methods for planning and forecasting
overall expected performance, for evaluating on a quarterly and annual basis
actual results against such expectations, and as a measure for performance
incentive plans. We believe that the inclusion of Adjusted Earnings and Adjusted
EBITDA results provides investors useful and important information regarding our
operating results. We believe that Free Cash Flow provides useful additional
information concerning cash flow available to meet future debt service
obligations and working capital requirements and assists investors in their
understanding of our operating profitability and liquidity as we manage the
business to maximize margin and cash flow.
Adjusted Earnings (non-GAAP)
                                                      13 weeks ended
Dollars in thousands                        July 31, 2021       August 1, 2020
Net loss                                   $      (44,346)     $       (46,652)
Reconciling items, after-tax (below)                4,332                

4,936

Adjusted Earnings (non-GAAP)               $      (40,014)     $       

(41,716)

Reconciling items, pre-tax


Merchandise inventory loss (a)             $          434      $            

-

Content amortization (non-cash)                     1,275                

1,164

Restructuring and other charges (a)                 2,623                

5,671


Reconciling items, pre-tax                          4,332                

6,835

Less: Pro forma income tax impact (a)(b)                -                1,899
Reconciling items, after-tax               $        4,332      $         4,936


(a)   See Management Discussion and Analysis and Results of Operations
discussion above.
(b)  Represents the income tax effects of the non-GAAP items.
Adjusted EBITDA (non-GAAP)
                                                   13 weeks ended
Dollars in thousands                     July 31, 2021       August 1, 2020
Net loss                                $      (44,346)     $       (46,652)
Add:
Depreciation and amortization expense           12,624               14,063
Interest expense, net                            2,494                2,653
Income tax expense (benefit)                       399              

(14,916)


Merchandise inventory loss (a)                     434                    -
Content amortization (non-cash)                  1,275                1,164
Restructuring and other charges (a)              2,623                5,671

Adjusted EBITDA (non-GAAP) (a) $ (24,497) $ (38,017)

(a) See Management Discussion and Analysis and Results of Operations discussion above.

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The following is Adjusted EBITDA by segment for the 13 weeks ended July 31, 2021
and August 1, 2020.
Adjusted EBITDA - by Segment                                                

13 weeks ended July 31, 2021

                                                                                             Corporate
Dollars in thousands                   Retail           Wholesale            DSS             Services            Elimination(b)            Total
Sales                               $ 210,469          $  44,484          $ 8,303          $        -          $       (22,462)         $ 240,794
Cost of sales (a)                     161,726             34,079              164                   -                  (16,913)           179,056
Gross profit                           48,743             10,405            8,139                   -                   (5,549)         $  61,738
Selling and administrative
expenses                               68,365              3,991            6,447               7,444                      (12)            86,235
Adjusted EBITDA (non-GAAP)          $ (19,622)         $   6,414          $ 1,692          $   (7,444)         $        (5,537)         $ (24,497)


Adjusted EBITDA - by Segment                                               

13 weeks ended August 1, 2020

                                                                                             Corporate
Dollars in thousands                   Retail           Wholesale            DSS             Services            Elimination(b)            Total
Sales                               $ 158,776          $  80,294          $ 5,872          $        -          $       (40,928)         $ 204,014
Cost of sales (a)                     142,431             63,537              172                   -                  (34,152)           171,988
Gross profit                           16,345             16,757            5,700                   -                   (6,776)            32,026
Selling and administrative
expenses                               56,985              3,791            4,036               5,244                      (13)            70,043
Adjusted EBITDA (non-GAAP)          $ (40,640)         $  12,966          $ 1,664          $   (5,244)         $        (6,763)         $ (38,017)


(a) For the 13 weeks ended July 31, 2021, gross margin excludes $0.2 million and
$1.1 million of amortization expense (non-cash) related to content development
costs in the Retail Segment and DSS Segment, respectively. For the 13 weeks
ended July 31, 2021, gross margin also excludes a merchandise inventory loss of
$0.4 million in the Retail Segment.
For the 13 weeks ended August 1, 2020, gross margin excludes $0.2 million and
$1.0 million of amortization expense (non-cash) related to content development
costs in the Retail Segment and DSS Segment, respectively.
(b)  See Management Discussion and Analysis and Results of Operations discussion
above.
Free Cash Flow (non-GAAP)
                                            13 weeks ended
Dollars in thousands              July 31, 2021       August 1, 2020
Adjusted EBITDA (non-GAAP)       $      (24,497)     $       (38,017)
Less:
Capital expenditures (a)                 11,370                7,055
Cash interest                             1,682                1,960
Cash taxes                                  254                5,937
Free Cash Flow (non-GAAP)        $      (37,803)     $       (52,969)


(a) Purchases of property and equipment are also referred to as capital
expenditures. Our investing activities consist principally of capital
expenditures for contractual capital investments associated with renewing
existing contracts, new store construction, digital initiatives and enhancements
to internal systems and our website. The following table provides the components
of total purchases of property and equipment:
Capital Expenditures                                 13 weeks ended
Dollars in thousands                       July 31, 2021       August 1, 

2020

Physical store capital expenditures $ 3,893 $ 3,137 Product and system development

                     3,624               2,325
Content development costs                          2,847               1,076
Other                                              1,006                 517
Total Capital Expenditures                $       11,370      $        7,055


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Liquidity and Capital Resources
Our primary sources of cash are net cash flows from operating activities, funds
available under our credit agreement and short-term vendor financing. As of
July 31, 2021, we had $203.7 million outstanding borrowings under the Credit
Agreement. See Financing Arrangements discussion below.
COVID-19 Business Impact
Our business experienced an unprecedented and significant negative impact as a
result of COVID-19 related campus store closures. Beginning in March 2020,
colleges and universities nationwide began to close their campuses in light of
safety concerns and as a result of local and state issued stay-at-home orders.
By mid-March, during our Fiscal 2020 fourth quarter, we closed the majority of
our physical campus stores to protect the health and safety of our customers and
employees.
While our campus stores were closed, we continued to serve institutions and
students through our campus websites, providing free shipping on all orders and
an expanded digital content offering to provide immediate access to course
materials to students at our campuses that closed due to COVID-19. We developed
and implemented plans to safely reopen our campus stores based on national,
state and local guidelines, as well as the campus policies set by the school
administration.
Despite the introduction of COVID-19 vaccines, the pandemic remains highly
volatile and continues to evolve. We cannot accurately predict the duration or
extent of the impact of the COVID-19 virus, including the Delta variant, on
enrollments, university budgets, athletics and other areas that directly affect
our business operations. Although most schools currently expect to return to a
traditional on-campus environment for learning in the upcoming Fall semester, as
well as host traditional on campus sporting activities and events, there is
still uncertainty about the duration and extent of the impact of the COVID-19
pandemic. We will continue to assess our operations and will continue to
consider the guidance of local governments and our campus partners to determine
when our operations can begin returning to normal levels of business. If
economic conditions caused by the pandemic do not recover as currently estimated
by management or market factors currently in place change, there could be a
further impact on our results of operations, financial condition and cash flows
from operations. For additional information, see Part I - Item 1. Business in
our Annual Report on Form 10-K for the fiscal year ended May 1, 2021.
We believe that our future cash from operations, access to borrowings under the
Credit Facility, FILO Facility and short-term vendor financing will provide
adequate resources to fund our operating and financing needs for the foreseeable
future. Our future capital requirements will depend on many factors, including,
but not limited to, the economy and the outlook for and pace of sustainable
growth in our markets, the levels at which we maintain inventory, the number and
timing of new store openings, and any potential acquisitions of other brands or
companies including digital properties. To the extent that available funds are
insufficient to fund our future activities, we may need to raise additional
funds through public or private financing of debt or equity. Our access to, and
the availability of, financing in the future will be impacted by many factors,
including the liquidity of the overall capital markets and the current state of
the economy. There can be no assurances that we will have access to capital
markets on acceptable terms.

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