BARNES & NOBLE EDUCATION, INC.
|
||||||
(Exact name of registrant as specified in its charter)
|
||||||
Delaware
|
1-37499
|
46-0599018
|
||||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
||||
120 Mountain View Blvd., Basking Ridge, NJ
|
07920
|
|||||
(Address of principal executive offices)
|
(Zip Code)
|
|||||
Registrant’s telephone number, including area code: (908) 991-2665
|
||||||
Not Applicable
|
||||||
(Former name or former address, if changed since last report)
|
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02
|
Results of Operations and Financial Condition
|
Item 9.01.
|
Financial Statements and Exhibits
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release of Barnes & Noble Education, Inc., dated September 9, 2015.
|
BARNES & NOBLE EDUCATION, INC., | ||||
Date: September 9, 2015
|
By:
|
/s/ Barry Brover | ||
Name: | Barry Brover | |||
Title: | Chief Financial Officer | |||
Exhibit No.
|
Description
|
|
99.1
|
Press Release, issued September 9, 2015.
|
|
Media Contact:
|
Investor Contact:
|
||
Carolyn Brown
|
Thomas Donohue
|
||
Vice President
|
Vice President
|
||
Corporate Communications
|
Treasurer and Investor Relations
|
||
Barnes & Noble Education, Inc.
|
Barnes & Noble Education, Inc.
|
||
(908) 991-2967
|
(908) 991-2966
|
||
cbrown@bned.com
|
tdonohue@bned.com
|
Revenues (unaudited)
|
||||||||||||||||
$ in millions
|
Increase/(Decrease)
|
|||||||||||||||
Q1 2016
|
Q1 2015
|
$
|
|
%
|
||||||||||||
Product sales and other
|
|
$218.7
|
|
$206.2
|
|
$12.5
|
6.1
|
%
|
||||||||
Rental Income
|
|
$20.3
|
|
$19.5
|
|
$0.8
|
4.1
|
%
|
||||||||
Total
|
|
$239.0
|
|
$225.7
|
|
$13.3
|
5.9
|
%
|
||||||||
EBITDA(1) (unaudited)
|
||||||||||||||||
Increase/(Decrease)
|
||||||||||||||||
Q1 2016
|
Q1 2015
|
$ |
|
%
|
||||||||||||
EBITDA
|
|
($35.2
|
)
|
|
($34.0
|
)
|
|
($1.2
|
)
|
3.5
|
%
|
|||||
On February 26, 2015, Barnes & Noble, Inc. (“Barnes & Noble”) announced plans for the complete legal and structural separation of Barnes & Noble Education, Inc. (the “Company”) from Barnes & Noble (the “Spin-Off”). Under the Separation and Distribution Agreement between Barnes & Noble and the Company, Barnes & Noble planned to distribute all of its equity interest in us, consisting of all of the outstanding shares of our Common Stock, to Barnes & Noble’s stockholders on a pro rata basis. Following the Spin-Off, Barnes & Noble would not own any equity interest in us, and we would operate independently from Barnes & Noble.
|
On July 14, 2015, Barnes & Noble approved the final distribution ratio and declared a pro rata dividend of the outstanding shares of our Common Stock, par value $0.01 per share (“Common Stock”), to Barnes & Noble’s existing stockholders. The pro rata dividend was made on August 2, 2015 to the Barnes & Noble stockholders of record (as of July 27, 2015). Each Barnes & Noble stockholder of record received a distribution of 0.632 shares of our Common Stock for each share of Barnes & Noble common stock held on the record date.
|
On August 2, 2015, we completed the legal separation from Barnes & Noble, at which time we began to operate as an independent publicly-traded company. Our Common Stock began to trade on a “when-issued” basis on the NYSE under the symbol “BNED WI” beginning on July 23, 2015. On August 3, 2015, when-issued trading of our Common Stock ended, our Common Stock began “regular-way” trading under the symbol “BNED.”
|
Since the consummation of the Spin-Off occurred after the end of the August 1, 2015 quarter covered by this release, this release reflects the results of the Company for periods prior to the completion of the Spin-Off.
|
13 weeks ended
August 1, 2015
|
13 weeks ended
August 2, 2014
|
|||||||
Sales:
|
||||||||
Product sales and other
|
$
|
218,716
|
$
|
206,188
|
||||
Rental income
|
20,267
|
19,553
|
||||||
Total sales
|
238,983
|
225,741
|
||||||
Cost of sales and occupancy:
|
||||||||
Product and other cost of sales and occupancy
|
174,909
|
166,053
|
||||||
Rental cost of sales and occupancy
|
12,530
|
12,378
|
||||||
Total cost of sales and occupancy
|
187,439
|
178,431
|
||||||
Gross profit
|
51,544
|
47,310
|
||||||
Selling and administrative expenses
|
86,684
|
81,272
|
||||||
Depreciation and amortization
|
13,100
|
12,544
|
||||||
Operating loss
|
(48,240
|
)
|
(46,506
|
)
|
||||
Interest expense, net
|
3
|
5
|
||||||
Loss before income taxes
|
(48,243
|
)
|
(46,511
|
)
|
||||
Income tax benefit
|
(21,325
|
)
|
(20,298
|
)
|
||||
Net loss
|
$
|
(26,918
|
)
|
$
|
(26,213
|
)
|
||
Loss per common share:
|
||||||||
Basic
|
$
|
(0.65
|
)
|
$
|
(0.71
|
)
|
||
Diluted
|
$
|
(0.65
|
)
|
$
|
(0.71
|
)
|
||
Weighted average common shares outstanding:
|
||||||||
Basic
|
41,426
|
37,437
|
||||||
Diluted
|
41,426
|
37,437
|
||||||
Percentage of sales:
|
||||||||
Sales:
|
||||||||
Product sales and other
|
91.5
|
%
|
91.3
|
%
|
||||
Rental income
|
8.5
|
%
|
8.7
|
%
|
||||
Total sales
|
100.0
|
%
|
100.0
|
%
|
||||
Cost of sales and occupancy:
|
||||||||
Product and other cost of sales and occupancy (a)
|
80.0
|
%
|
80.5
|
%
|
||||
Rental cost of sales and occupancy (a)
|
61.8
|
%
|
63.3
|
%
|
||||
Total cost of sales and occupancy
|
78.4
|
%
|
79.0
|
%
|
||||
Gross profit
|
21.6
|
%
|
21.0
|
%
|
||||
Selling and administrative expenses
|
36.3
|
%
|
36.0
|
%
|
||||
Depreciation and amortization
|
5.5
|
%
|
5.6
|
%
|
||||
Operating loss
|
(20.2)
|
%
|
(20.6)
|
%
|
||||
Interest expense, net
|
0.0
|
%
|
0.0
|
%
|
||||
Loss before income taxes
|
(20.2)
|
%
|
(20.6)
|
%
|
||||
Income tax benefit
|
(8.9)
|
%
|
(9.0)
|
%
|
||||
Net loss
|
(11.3)
|
%
|
(11.6)
|
%
|
||||
(a) Represents the percentage these costs bear to the related sales, instead of total sales.
|
August 1, 2015
|
August 2, 2014
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
16,029
|
$
|
45,803
|
||||
Receivables, net
|
35,461
|
32,032
|
||||||
Merchandise inventories, net
|
766,767
|
695,040
|
||||||
Textbook rental inventories
|
7,640
|
7,438
|
||||||
Prepaid expenses and other current assets
|
7,623
|
5,629
|
||||||
Short-term deferred tax assets, net
|
23,265
|
21,816
|
||||||
Total current assets
|
856,785
|
807,758
|
||||||
Property and equipment:
|
||||||||
Buildings and leasehold improvements
|
154,524
|
137,753
|
||||||
Fixtures and equipment
|
341,708
|
318,389
|
||||||
496,232
|
456,142
|
|||||||
Less accumulated depreciation and amortization
|
387,449
|
357,258
|
||||||
Net property and equipment
|
108,783
|
98,884
|
||||||
Goodwill
|
274,070
|
274,070
|
||||||
Intangible assets, net
|
195,627
|
205,878
|
||||||
Other noncurrent assets
|
44,738
|
34,233
|
||||||
Total assets
|
$
|
1,480,003
|
$
|
1,420,823
|
||||
LIABILITIES AND PARENT COMPANY EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
603,928
|
$
|
538,028
|
||||
Accrued liabilities
|
61,647
|
67,268
|
||||||
Total current liabilities
|
665,575
|
605,296
|
||||||
Long-term deferred taxes, net
|
73,037
|
80,584
|
||||||
Other long-term liabilities
|
69,555
|
61,164
|
||||||
Preferred Member Interests
|
-
|
383,839
|
||||||
Parent company investment
|
671,836
|
289,940
|
||||||
Commitments and contingencies
|
-
|
-
|
||||||
Total liabilities and Parent Company equity
|
$
|
1,480,003
|
$
|
1,420,823
|
13 weeks ended
August 1, 2015 |
13 weeks ended
August 2, 2014 |
|||||||
EBITDA
|
$
|
(35,140
|
)
|
$
|
(33,962
|
)
|
||
Subtract:
|
||||||||
Depreciation and amortization
|
13,100
|
12,544
|
||||||
Interest expense, net
|
3
|
5
|
||||||
Income taxes
|
(21,325
|
)
|
(20,298
|
)
|
||||
Net loss
|
$
|
(26,918
|
)
|
$
|
(26,213
|
)
|
13 weeks ended
August 1, 2015 |
14 weeks ended
August 2, 2014 |
|||||||
Numerator for basic loss per share:
|
||||||||
Net loss
|
$
|
(26,918
|
)
|
$
|
(26,213
|
)
|
||
Accretion of dividends on preferred stock
|
-
|
(443
|
)
|
|||||
Net loss available to common shareholders
|
$
|
(26,918
|
)
|
$
|
(26,656
|
)
|
||
Numerator for diluted loss per share:
|
||||||||
Net loss available to common shareholders
|
$
|
(26,918
|
)
|
$
|
(26,656
|
)
|
||
Denominator for basic and diluted loss per share:
|
||||||||
Basic weighted average common shares (a)
|
41,426
|
37,437
|
||||||
Loss per common share:
|
||||||||
Basic
|
$
|
(0.65
|
)
|
$
|
(0.71
|
)
|
||
Diluted
|
$
|
(0.65
|
)
|
$
|
(0.71
|
)
|
||
(a) Basic earnings per share and weighted-average basic shares outstanding are based on the number of shares of Barnes & Noble common stock outstanding as of the end of the period, adjusted for an assumed distribution ratio of 0.632 shares of our Common Stock for every one share of Barnes & Noble common stock held on the record date for the Spin-Off.
|