Thank you for standing by. My name is Maria, and I will be your conference operator today. At this time, I would like to welcome everyone to the Barnes & Noble Education Fiscal 2023 Fourth Quarter Earnings Conference Call. [Operator Instructions] I would now like to turn the call over to Mr. Hunter Blankenbaker, Vice President of Investor Relations. Mr.

Blankenbaker, please go ahead..

Okay. Great. Thanks, Maria, and good morning, everyone, and welcome to our fiscal 2023 fourth quarter earnings conference call.

Joining us today are Jonathan Shar, Executive Vice President, BNED Retail, and President, Barnes & Noble College; Mike Miller, our EVP of Corporate Development and Affairs, and our Chief Legal Officer; and Jason Snagusky, our SVP and Treasurer. Mike Huseby, our Chief Executive Officer, will not be on the call today due to a family emergency.

Before we begin the call, I'd like to remind you that statements we make on today's call are covered by the safe harbor disclaimer contained in our press release and public documents.

The contents of this call are property of Barnes & Noble Education and are not for rebroadcast or used by any other party without prior written consent of Barnes & Noble Education. During this call, we will make forward-looking statements with predictions, projections and other statements about future events.

These statements are based upon current expectations and assumptions that are subject to risks and uncertainties, including those contained in our press release and public filings with the Securities and Exchange Commission. The company disclaims any obligation to update any forward-looking statements that may be made or discussed during this call.

And so with that, I'll now turn the call over to Mike Miller..

Thanks, Hunter, and good morning, everyone. We appreciate you joining us today. While the operating environment remained challenging in fiscal 2023 and our results did not meet our expectations. We made significant progress to transform and strengthen the business for sustained profitable growth.

In the second half of fiscal '23, we took decisive action to reduce our cost structure and increase operating efficiency across all aspects of our business. We appropriately aligned our costs with revenue in what we believe is the new normal of the post-pandemic operating environment.

We also accelerated the transition of the schools we serve to our more profitable subscription like First Day Complete or FDC equitable access model. The equitable access model is rapidly becoming the industry standard for institutions, faculty, publishers and most importantly, students.

In fiscal '23, FDC grew 88%, and we added a record number of schools for the fall 23 term. Through this innovative equitable access program, we've changed the momentum of the course material business and have grown course material revenue for 2 consecutive years.

Additionally, we divested our Digital Student Solutions business to deepen our focus on capital allocation on our continued transition to First Day Complete and growing our general merchandise business.

And lastly, as disclosed last week, we strengthened our liquidity and financial position to accelerate the execution of our strategy for the benefit of BNED's students, educators, faculties, alumni fans, employees and shareholders.

Under the terms of the agreement, we have extended the maturity of our debt facilities amended certain covenants and modified certain other agreements that restricted our ability to operate efficiently.

We are pleased to have worked constructively to reach a resolution with our financial stakeholders and strategic partners that preserves value for our investors today and enables us to evaluate the best long-term opportunities for the company.

Given the significant changes we made to our business in fiscal '23, we are entering fiscal '24 a more efficient company with a clear focus on our greatest strength and opportunities and well positioned for profitable growth over the next several years.

With that as a backdrop, I'll provide a review of our fourth quarter and fiscal '23 financial results before turning it over to Jonathan Shar to review our fiscal '24 strategic initiatives. Following that, I'll discuss our fiscal '24 guidance and closing remarks. Now let's turn to our results.

Consolidated fiscal '23 revenue from continuing operations of $1.5 billion grew by 3.2%. Consolidated adjusted EBITDA grew by $2.2 million to negative $8.1 million. Moving on to our Retail segment.

Fiscal '23 total retail revenue increased by $52.1 million or 3.6% to $1.5 billion, driven by strong First Day Complete, First Day [indiscernible] course and general merchandise sales.

Total course materials revenue increased 1.8%, driven by a 48% increase in First Day and First Day Complete revenues, offset by a 9.4% decline in the traditional a la carte model. The higher growth, First Day and First Day Complete revenues comprised approximately 33% of course material revenue in fiscal '23.

In fiscal '24, First Day and First Day Complete will approach the majority of course material revenue, which provides enhanced predictability in the course material business. Total retail gross comp store sales in fiscal '23 increased 3.2%.

Retail gross comparable course material sales grew 0.4%, and general merchandise gross comparable store sales increased 8.6%, aided by a strong performance in emblematic general merchandise and cafe and convenience.

Fiscal '23 retail non-GAAP adjusted EBITDA of $10.6 million increased $2 million, primarily due to a $52 million revenue increase, offset by higher cost of sales and selling and administrative costs.

For the fourth quarter, retail sales of $235.4 million decreased 4.1%, due primarily to a 3.1% decline in course material and a 6.5% decrease in general merchandise. Within course materials, a 60% increase in FDC revenue was offset by a 9.9% decrease in a la carte sales.

116 campus stores utilized BNC's First Day Complete courseware delivery program during the spring '23 term at institutions representing $580,000 in total enrollment. Within general merchandise, growth in cafe and convenience was offset by declines in supply product and emblematic sales.

The year-over-year decline in emblematic sales was driven by a decrease in the commission rate as part of the Fanatics and Lids agreement, which calls for an adjustment in commission rates as the relationship matured.

Fourth quarter retail selling and administrative expenses decreased $3.8 million or 5.2%, and compared to the prior year period due to the company's initiatives to drive efficiencies, simplify organizational structure and reduced nonessential costs and lower incentive compensation expense.

Fourth quarter retail non-GAAP adjusted EBITDA was negative $10 million as compared to $4.2 million in the prior year period.

Retail non-GAAP adjusted EBITDA declined due to lower fourth quarter revenue and lower fourth quarter gross profit, which included a shift in the mix of buying patterns from physical textbooks to lower-margin digital course materials within the company's a la carte course material model.

Additionally, higher inventory reserves, an increase in shrink and higher markdowns impacted gross margin by approximately $6.5 million versus the fourth quarter of last year. Moving on to wholesale. Fiscal '23 revenue decreased 5.2% to $106.4 million.

In the first half of the year, supply constraints from the lack of used book inventory and the shift to digital course materials caused revenue to decline on a year-over-year basis.

In the back half of the year, we saw an easing of supply constraints and more textbook purchasing opportunities, enabling us to fill increasing demand at BNC and other bookstores. This enabled wholesale revenue growth in the third and fourth quarters.

Fiscal '23 wholesale non-GAAP adjusted EBITDA declined slightly to $3.2 million from $3.8 million in the prior year. Turning to fiscal '24. We're confident in our ability to grow the top line through our primary growth initiatives, general merchandise and First Day Complete.

We are also fully committed to disciplined expense management and we will continue to optimize our core cost structure to drive increased revenue and adjusted EBITDA. I'd now like to turn the call over to Jonathan to take a deeper look at our 2024 growth initiatives..

Thanks, Mike, and good morning, everyone. I'll begin today with 1 of our key growth initiatives, first Day Complete. Feedback from students, faculty, administration and academic leadership on First Day Complete continues to be excellent.

In May, through a proprietary research platform, Barnes & Noble College Insights, we conducted a survey with students who participated in the First Day Complete program during the spring 2023 semester.

These students reported overwhelmingly that through the subscription-like course material model, they had a better customer experience, were better prepared and ultimately achieved improved academic success, confirming BNC's equitable access program is making a positive impact on student outcomes.

Some key insights from the survey include 83% of survey participants said the program had a positive impact on their classroom success, 86% said they were better prepared for the academic term, 75% stated it helped them achieve better grades, 91% stated that they found it convenient to have their course materials bundled, and 78% stated that First Day Complete increases the likelihood they will continue their education at their current school.

With this perspective in mind, it's not surprising that we added a record number of schools for the 2023 fall semester. Currently, 157 campus stores are committed to utilize First Day Complete for the upcoming fall 2023 term.

This represents undergraduate and now post graduate enrollment based upon the positive response of the program of approximately 800,000 student, a 46% enrollment increase versus the fall of 2022.

Additionally, several schools have already committed to launching FDC in January in the spring 2024 semester and we already have signed commitments for fall '24, plus a robust pipeline of hundreds of schools that are discussing making the transition to FDC next academic year.

Beyond our equitable access offering, we also see a great opportunity to continue to grow our general merchandise business.

We made significant progress throughout fiscal 2023 on our emblematic product assortment merchandising execution and seamless omnichannel retail experience through our strategic partnership with Fanatics and Lids, which led to an impressive 8.6% growth in gross comparable store sales in general merchandise.

We are entering fiscal 2024 and our fall rush period from a position of strength that will allow us to continue to differentiate BNED schools, ensure their brands continue to resonate with their extended campus communities and continue to implement initiatives that allow us to further innovate and optimize assortment for the unique needs of our customers.

In addition to strengthening our emblematic offering, we continue to evolve and amplify our non-emblematic general merchandise business. One initiative we are particularly excited about is the launch of Be Well, Be You. Stress and anxiety on college campuses is a large and growing issue.

According to the latest student voice survey from Inside Higher Ed and College Pulse, reinforced students say that stress negatively impacts their ability to focus, learn and succeed academically, and that reducing stress is their #1 health goal.

Our Be Well, Be You collection offers a wide range of health and wellness products, as well as on-campus and online educational events to help the campus community live with less stress and more joy. Within wholesale, MBS became the primary supplier for more than 100 additional accounts due to 1 of its largest competitors exiting the market.

As a result, we expect fiscal 2024 wholesale revenue to modestly grow for the first time in 2 years. NBS has established itself as the lead provider in the industry, and the team is excited to play a bigger role in supporting higher education and meeting the long-tail demand of physical course materials.

From an expense standpoint, we are committed to ongoing efficiency and cost discipline. The team has built a deep rigor on managing staffing levels and other components of store payroll, which is our largest expense line item. We have established payroll guidelines aimed at maximizing sales while staying within our allocated payroll budget.

By implementing these guidelines, we believe our stores will be better positioned to achieve their sales targets while maintaining financial discipline, and we are already seeing the positive results. And now I'll turn the call back over to Mike to discuss our guidance and closing remarks..

Thanks, Jonathan. Moving on to guidance from continuing operations. As we execute on our growth and cost reduction initiatives, we expect total consolidated revenue to be slightly higher year-over-year driven by the growth of First Day Complete and general merchandise, offset by declines in an a la carte course materials.

Gross profit dollars will be higher, however, we expect gross profit margin to be flat to down relative to fiscal 2023, driven by the continued shift to digital and physical.

We expect S&A dollars to be down year-over-year as we realize the full year benefit of our cost reduction initiatives and maintain cost discipline, including payroll and closing on profitable stores. Given these factors, we expect fiscal 2024 non-GAAP adjusted EBITDA to be approximately $40 million.

Before closing, I want to recognize our outstanding employees across the country who have helped drive significant change to transform our company. They have done this while keeping the Barnes & Noble Education mission front and center as we continue to support our students and institutions.

This past year revealed the true character of BNED and its values. Finally, in connection with our recent credit facility agreement, we announced that we are continuing the ongoing review of strategic alternatives available to the company to ensure we are maximizing value and best positioning our business for the future.

BNED plays an extremely valuable and valued role within the higher education ecosystem. -- and we are committed to executing on the best path forward for the company and our stakeholders. We will not be commenting further on this until the Board of Directors has concluded that disclosure is appropriate or required.

We believe we have taken the right steps to position BNED on the path towards sustainable, profitable growth and delivering value for our shareholders over the long term.

Underpinning all of our actions is our commitment to helping colleges and universities meet and exceed their highest priority goals and remove barriers for students by providing greater access, affordability, convenience and ultimately, greater academic success.

We are very excited about the next phase of BNED's journey, and we're looking forward to sharing this vision with you. That concludes today's prepared remarks. And now we'll take any questions you may have..

Our first question comes from the line of Alex Fuhrman, Craig-Hallum Capital Group..

Great progress it sounds like on the First Day Complete side of things, getting more schools signed up for the upcoming fall semester, and it sounds like you're expecting First Day and First Day Complete to be the majority of required courseware material sales this year.

Can you walk me kind of through, not to immediately, as you're giving guidance for this year, start thinking about next year. But can you walk me through kind of what the next few years look like in terms of the transition to getting substantially all of your schools on the First Day Complete in the future.

Should we expect there to be meaningful churn in the school? Can you kind of update us on kind of how that transition to being substantially all First Day Complete is going and how long that will take?.

Yes, Alex, it's Jonathan. Thanks for the question. We're really excited about the growth of First Day Complete, as we said during the call.

We have 157 campus stores committed to First Day Complete for this fall and several more already committed to launching in the spring term within this academic in fiscal year and even discussing it with many more and already, as we noted, have schools contractually committed to the following year and having discussion with hundreds of other schools.

And so we expect that to continue to grow significantly, not only for the balance of our fiscal '24, but starting in fall semester 24, which is our fiscal '25 and really driven by the fact that we're scaling, we saw a record number of new campus stores being added, and really, it's about the impact it's making in higher education for all the key stakeholders and the fact that it's having a significant positive impact on student outcomes.

And so our teams are having conversations every day with clients that are very student-centric and focused on impacting growth and working through those transitions.

And we expect to continue to transition schools, have the majority of our campuses on First Day Complete, and continue to grow just based on the positive impact for really everyone in the ecosystem, institutions, ourselves, publishers, and most importantly, the students..

Alex, this is Hunter. I just want to kind of comment 1 thing. And if you think about -- I think you heard this a lot through the prepared remarks, but our overall strategy is really based on just driving profitability. And that is a core focus of ours. So we're really engaging with the schools to make that transition.

And there may be instances where we close stores, right? We closed 127 stores in FY '23. We obviously opened some, so net was 63, but really, profitability is our main driver here. So just that's all I have..

That's really helpful. I guess part of what I'm trying to understand here is, it's been a little while since we've had an update just given the timing of your fiscal year and the negotiations you guys have been doing on the on the credit side of things.

I guess I'm trying to understand, is it still the intention to be substantially out of the a la carte required materials business 1, 2, 3 years from now as you guys have kind of gone through your P&L with a finetuning comb over the last 4 or 5 months, is there maybe more of a willingness to keep some of those stores open in certain or keep some of the required material businesses open a la carte in some more of those instances? Or should we expect that this is basically the last year you're going to have a la carte required materials in a significant way?.

No. No. We'll continue to have and continue some institutions from an a la carte basis.

As Hunter said, we're really looking at the profitability of stores on an individual basis and that there are stores that are profitable, and we're driving growth based on initiatives like we referenced during the call in general merchandise that are helping us grow the profitability of those stores.

So we will continue to support stores and the a la carte course material model. But the industry is moving really quickly to the model. We're leading the way and the industry leader in that. But across the entire higher education landscape, that's where the model is moving based on the impact.

So we're focused on having discussions every day even with stores and clients that have profitable stores and really strong general merchandising businesses that are growing, there's interest in moving to that model.

So we're committed to that, and we're committed to helping achieve the highest priority goals of our customers and to very consistently. One of those goals is enhancing the student experience and student outcomes. And so that's why we're really focused on that, making incredible progress, and we'll continue to see that accelerate..

Okay. That's really helpful. And then do you guys mind just commenting on what you're seeing just in terms of enrollment at your partner schools. And I guess we won't know for sure until you get past some of these drop ad dates. But I imagine at this point, most of your residential tools must know how many kids are moving into the dorm later this month.

So anything to call out positive or negative in terms of enrollment trends for this year? And curious if you're starting to see a return of more international college students..

Yes, Alex, it's really too early for us to tell at this point. And we'll have a lot more visibility into that in the next 30 to 60 days. But at this point, it's still too early and most institutions need to get through their had drop periods to really have that number locked down.

But you get more and more visibility as classes start and you're in that first and second week as well. So unfortunately, a little too early for that at this point..

Sure. No, that makes sense. And then I guess, at this point, we're pretty much 1 quarter into the year. I know the summer term is generally obviously a low volume period for you guys is not a lot of people on campus.

But what have you seen on the general merchandise side of the business to the extent that there has been traffic in your stores, have people been gravitating, you mentioned carrying more of an assortment of nonemblematic as well as emblematic apparel.

Is that something that you've seen a lot of demand and interest for? Is that something that's been selling this summer?.

Yes, we're seeing really good demand for general merchandise various categories and we're really excited about the assortment and what we have ready for consumers and really well merchandised in our stores for consumers for this back-to-school period.

But general merchandise and the opportunity to continue to see growth in general merchandise is something that we're focused on, excited about and think that we're really well positioned to continue to see growth. And then there is some sort of components of that, that we've seen over the last couple of months.

But really, it's about back-to-school and rush and being prepared for that, which we are, and we think our growth initiatives and focus really have us right now operating from a position of strength in that business..

And Alex, the only thing I might add to that is, you're right, we're well into the first quarter, it's not done. When we laid out our guidance that we just provided, we incorporated those first quarter trends into the guidance.

So some of that commentary around general merchandise growth and having good progress thus far on store profitability, all incorporated into the guidance. And so we're moving on track here..

Our next call comes from Mr. Ryan MacDonald with Needham..

Maybe on the First Day Complete transition, just to clarify, are you -- is the guidance for fiscal '24 today, inclusive of the expectation of incremental schools churning.

And I'd just be curious what you're seeing thus far through the transition in terms of mix of schools that have chosen to adopt versus that are choosing to churn?.

Yes. Ryan, thanks for the question. It's Jonathan. Yes, the fiscal '24, our plan and guidance include all of our First Day Complete assumptions. All of our total store assumptions, both new store opens and closes for the year.

And so it all factors that in, inclusive of the new stores transitioning to First Day Complete in the spring as well beyond the 157 that we referenced that are supporting the program this fall. So that is built in to the model. And in terms of sort of what we're seeing in terms of transitions, I would say that we're really excited about what we saw.

And as we mentioned, we had a record number of stores in terms of growth in terms of stores to get to the 157 and we're continuing to add to that, already have others transition.

We did close certain stores that were unprofitable and couldn't get to that model this fiscal year and -- but as Hunter said, as we've referenced, we're really focusing on profitability, and that is what is built into our fiscal '24 plan and guidance..

I appreciate the increased focus on profitability. As we think about the amended and extended credit facility.

Can you talk about sort of the updated terms there? And then what sort of flexibility does this give you over the next 12 months? And are there any milestones that you need to hit, I guess, as you're progressing towards the updated sort of extension deadline?.

Ryan, this is Jason. I'll answer that. The amended extend that we undertook, stretched out the maturities of both the ABL and the term loan. The ABL is now out until the end of December of 2024. The term loan has stretched out through March of 2025.

I would say that the additional covenants that we now have are nothing that we haven't been undertaken before previously. We've been managing through this for the past few years. And everything that we are doing now is just managing and monitoring through this current agreement.

This agreement has also provided us ample liquidity and additional liquidity to allow us to fund our operations from day 1 of that signing. So a lot of what we did with our current bank group was obvious support that they showed us, but this is a bank group who understands our business and has worked with us since 2015..

And I would just add, Ryan. This is Mike Miller. I would just add that the new amend and extend gives us the flexibility and the support and the growth platform not just for fall rush, but through spring rush as well, which, as you know, our most critical seasons.

So it gives us the runway to really pivot and continue this turnaround and really see the success of our initiatives with First Day Complete and then general merchandise really take hold. As far as milestones, as you know, there are 2 new board members that will be added to the Board.

And who will be constituting a strategic alternatives committee and that is in short order within the next week or so, they need to be appointed to the Board. So that's the most imminent milestone that we have..

Okay. That's helpful color. I appreciate that. On the Fanatics and Lids partnership, I noticed the comment during the call about sort of a changing of the commission structure there.

Can you just provide a little bit more color about what the changes are there? And then, I guess, how you're feeling about the growth and the potential profitability of that partnership moving forward?.

Mike, why don't you take the first part of that question and maybe Jonathan can tag on the second part of that ..

Yes, sure. So there were adjustments from both the e-commerce and in-store revenue share arrangements for the next year as the business continues to mature and the rather the strategic partnership continues to mature. So there were adjustments to the revenue percentages that were made, and they will refer after 12 months..

Yes. And then from a business trajectory standpoint, as we said in for fiscal '23, our general merchandise gross comparable store sales increased almost 9%.

And really that was aided and that strong performance aided by emblematic general merchandise and some of the other non-emblematic businesses, but we're really excited about the growth that we saw, the impact of the product assortment, differentiated product assortment, really unmatched customer experience, both in-store and online.

and I think there will be really significant growth in that business as we go forward for fiscal '24 and beyond.

So we're very excited from a business trajectory standpoint, from a how the assortment is reflecting the local sort of demands of each store and also national trends, and that combination is really powerful and proving to be really powerful, exciting new brands we're introducing into the mix.

And so we expect that to continue to be a growth driver and really continue to be a strategic advantage for us with our stores as they help sort of to help build their brands and create an exciting destination on campus for visitors to come and really have a must-visit place on campus and you're on campus and online.

So we're really excited, and we think that it's going to continue to see growth, and it's a very strategic initiative for us to leverage the power of the partnership..

And before we leave that point, I just wanted to say that both Fanatics and Lids and our partners at Vital stores really we're true partners with BNED through the amend and extend process and really helped get that done through various amendments to our current agreements with them.

So on behalf of the management and the Board, we are very thankful for their continued support and partnership..

I will now turn the call back over to Mr. Hunter Blankenbaker, Vice President of Investor Relations, for closing remarks..

Great. Thanks, Maria. That completes our call today. We're going to go focus on our fall rush and we look forward to having our first quarter earnings call in early September. Thanks, everybody..

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect..