Note 6. Equity and Earnings Per Share

Equity

On August 2, 2015, we completed the legal separation from Barnes & Noble, Inc. at which time we began to operate as an independent publicly-traded company. Following the Spin-Off, Barnes & Noble, Inc. does not own any equity interest in us.

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of April 28, 2018, 46,916,616 shares of our Common Stock and 0 shares of our preferred stock were issued and outstanding. Our Common Stock trades on the NYSE under the symbol “BNED”.

The holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Holders of shares of our Common Stock do not have cumulative voting rights in the election of directors. The holders of our Common Stock will be entitled to share ratably in our assets legally available for distribution to our stockholders, subject to the prior distribution rights of preferred stock, if any, then outstanding. The holders of our Common Stock do not have preemptive rights or preferential rights to subscribe for shares of our capital stock.

In Fiscal 2016, 2,409,345 shares of Common Stock were reserved for future grants, in accordance with the Barnes & Noble Education Inc. Equity Incentive Plan (the "Equity Incentive Plan"). In Fiscal 2017, shareholders approved an amendment to the Equity Incentive Plan to increase the number of shares available for issuance by an additional 4,000,000 shares of our Common Stock, for an aggregate total of 6,409,345 shares. See Note 13. Stock-Based Compensation.

Share Repurchases

On December 14, 2015, our Board of Directors authorized a stock repurchase program of up to $50,000, in the aggregate, of our outstanding Common Stock. The stock repurchase program is carried out at the direction of management (which includes a plan under Rule 10b5-1 of the Securities Exchange Act of 1934). The stock repurchase program may be suspended, terminated, or modified at any time. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. During the 52 weeks ended April 28, 2018, we did not purchase shares under the stock repurchase program. During the 52 weeks ended April 29, 2017, we repurchased 688,948 shares for approximately $6,718 at a weighted average cost per share of $10.10. During the 52 weeks ended April 30, 2016, we repurchased 1,715,269 shares for approximately $16,612 at a weighted average cost per share of $9.95. As of April 28, 2018, approximately $26,669 remains available under the stock repurchase program.

During the 52 weeks ended April 28, 2018, April 29, 2017 and April 30, 2016, we also repurchased 260,531 shares, 276,292 shares and 174,511 shares of our Common Stock in connection with employee tax withholding obligations for vested stock awards, respectively.

Dividends

We paid no dividends to common stockholders during Fiscal 2018, Fiscal 2017 and Fiscal 2016. We do not intend to pay dividends on our Common Stock in the foreseeable future.

Earnings Per Share

Basic EPS is computed based upon the weighted average number of common shares outstanding for the year. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the year. We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. During the Fiscal 2018, Fiscal 2017 and Fiscal 2016, average shares of 2,494,799, 375,457 and 411,274 were excluded from the diluted earnings per share calculation using the two-class method as their inclusion would have been antidilutive, respectively.

The following is a reconciliation of the basic and diluted earnings per share calculation:



(shares in thousands)	Fiscal 2018			Fiscal 2017			Fiscal 2016
Numerator for basic earnings per share:
Net (loss) income	$	(252,566	)	$	5,361		$	84
Less allocation of earnings to participating securities	—			(3		)	—
Net (loss) income available to common shareholders	$	(252,566	)	$	5,358		$	84

Numerator for diluted earnings per share:
Net (loss) income available to common shareholders	$	(252,566	)	$	5,358		$	84
Allocation of earnings to participating securities	—			3			—
Less diluted allocation of earnings to participating securities	—			(3		)	—
Net (loss) income available to common shareholders	$	(252,566	)	$	5,358		$	84

Denominator for basic earnings per share:
Basic weighted average shares of Common Stock	46,763			46,317			46,238

Denominator for diluted earnings per share:
Basic weighted average shares of Common Stock	46,763			46,317			46,238
Average dilutive restricted stock units	—			389			227
Average dilutive performance shares	—			40			—
Average dilutive restricted shares	—			17			—
Average dilutive performance share units	—			—			—
Average dilutive options	—			—			14
Diluted weighted average shares of Common Stock	46,763			46,763			46,479

(Loss) Earnings per share of Common Stock:
Basic	$	(5.40	)	$	0.12		$	—
Diluted	$	(5.40	)	$	0.11		$	—