Welcome to the Barnes & Noble Education Fiscal 2022 Third Quarter Earnings Conference Call. My name is Juan and I will be coordinating your call today. [Operator Instructions] I will now hand over to your host, Andy Milevoj to begin with. Please, Andy, go ahead.

Good morning. And welcome to our fiscal 2022 third quarter earnings call. Joining us today are Mike Huseby, CEO and Chairman; Tom Donohue, CFO; Jonathan Shar, Executive Vice President, BNED Retail and President, Barnes & Noble College; David Henderson, President of MBS; and David Nenke, President of DSS. Before we begin the call, I'd like to remind you that the 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 the property of Barnes & Noble Education and are not for rebroadcast or use 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 now, I'll turn the call over to Mike Huseby.

Thanks Andy. And thank you all for joining us this morning. As we entered the spring rush period, we along with everyone else continued to experience the ongoing effects of COVID. The Omicron variant began to spread rapidly in December and continued into January. Just the schools had planned to welcome students back to campus from the start of the spring semester. Despite the continued positive momentum in our key strategic growth initiatives this quarter, COVID’s Omicron surge just before our seasonally important spring rush period did negatively impact our results compared to the expectations we had prior to the surge. In early January, while a majority of our institutional partners brought students back to campus over 100 campuses that we serve chose to conduct classes remotely for the beginning of the semester, while others chose to delay their start dates. And some schools both delayed their start dates and started classes remotely in response to the surging Omicron virus. As we have been doing for the past two years, we work closely with our campus partners to adapt and respond to the safety first policy decision. Many of our schools were forced to make. To support student success, we were able to quickly pivot and shift textbooks and supplies for clients that move to virtual learning, where students weren't on campus as originally planned. The need to be flexible and adaptable is now a given. We are able to once again, showcase the value we provide through our unique mix of digital and physical assets by customizing solutions to help both the schools and students that we serve adapt to changes with very short notice. While our teams did a great job responding nimbly to the impacts of this unwelcome Omicron surge, the reality is that this was a…

Thanks Mike. Please note that the third quarter of fiscal 2022 consists of 13 weeks ended on January 29, 2022. All comparisons will be to the third quarter of fiscal 2021, unless otherwise noted. As Mike highlighted earlier, our third quarter results, which include the start of our Spring Rush period were impacted by the ongoing effects of COVID and the Omicron surge that began just as schools were preparing to welcome students back to campus for the start of the spring semester. This had an effect of delaying some rush sales into the latter part of the third quarter and into the fourth quarter. We also believe that sales within certain categories that rely on a vibrant campus atmosphere, such as school supplies and food and convenience were lost with the disruption at the beginning of the spring semester. Total sales for the quarter were $402.8 million compared with $411.6 million in the prior year. This decrease of $8.8 million or 2.1% was comprised of a $12.9 million decrease from the retail segment, a $2.4 million decrease from the wholesale segment and a $2.2 million increase from the DSS segment. Retail sales decreased $12.9 million or 3.3% as compared to the prior year period due to lower course material sales and lower logo and emblematic revenue recognition, which are now reflected on a net revenue commission basis as compared to the gross revenue basis in the prior year period, following our merchandising partnership agreement with Fanatics Lids. On a gross comparable store basis in which logo and emblematic sales fulfilled by Fanatics Lids are included on a gross revenue basis. Retail sales increased 8.4% during the quarter consisting of a 4% decline in textbook sales and a 59.1% increase in general merchandise sales. Textbook sales declined on lower enrollments,…

[Operator Instructions] And the first question comes from the line of Ryan McDonald from Needham. Please, Ryan, your line is now open.

Hi, Mike and Tom. Thanks for taking my questions. Maybe starting with Fanatics Lids. It was great to see 59% growth in comp store sales there and starting to see some of the positive impact. I’m curious as you’ve continued to rollout additional or get additional sites live on FLC, what sort of uplift are you seeing sort of as those go live sort of hit and the impact on e-commerce sales just generally?

Yes. I’ll let Jon Shar address that. Thanks, Ryan.

Yeah, Ryan we’re really excited about the initial results that we’re seeing in the quarter. And since we launched the sites with the – as you mentioned, the 59% increase in our comp store general merchandise sales, I think that it’s both contributing – both contributing factors, include our in-store assortment and experience as well as online benefits. We’re transitioning more sites this in the fourth quarter over and we expected to have a really significant impact on driving increased sales going forward. So very excited about the experience, the assortment and the offering that we can bring to our schools and the customers that we serve.

Yes, just one general comment on the partnership itself, Ryan is that, it wasn’t even a year ago when we really started this by selling our inventory to FLC. So they could take over the emblematic and logo, clothing and goods business. And the upside that we have really is also resident in the improvements that we’re making in just the day to day operation and ordering. If you think back to the supply issues that were really prevalent in all businesses last year, the timing of when we have to put orders in for the fall and that type of thing, there was a lot done very, very quickly when FLC established its leadership, which is now being much, much more refined in terms of representing each store, their brand and the assortments and how we go to market. So just the evolution of the partnership going into its second year soon will provide, I think, substantial upside to what we saw in the last 12 months.

It’s really helpful. Thanks. And maybe then, as we look out at the progress you’re making on the initiatives, great traction with FLC, first they complete continuing to grow rapidly and increases a percent of the course material spends, bartleby initiatives being really strong here. Can you talk about that in the context of some of the preliminary comments you gave around the fiscal 2023 margin profile? Maybe why we might not be seeing some of those margin accretive sort business is growing as a percent of the mix, not sort of translating as much to the profitability or adjusted EBITDA outlook as we look into next year?

Well, I think our guidance relates to the EBITDA, not margins specifically. But we’re concerned about inflation in terms of how it flows through our spend and the need to be competitive in a digital environment by retaining and attracting talent as part of that. The other pieces of that inflation go to fuel cost, what that does to our freight and shipping. And we’re spending a lot of time looking at pricing, how much of that can be pass-through in our various pricing models for our inclusive access and all of card offerings. So, the adjustment in the guidance, whereas we said, we would approach pre-COVID levels for 2023 and beyond, and now we’re saying it’s going to grow substantial beyond 2022, but probably not to the level we thought. When we gave that guidance, think back to June of last year, when we gave that guidance. What we did not know at that time is we did not know some of the things that were going to be happening obviously in the world to affect inflation, as well as, the Delta variant, Omicron, et cetera, which does affect our jump off point so to speak from 2022 to 2023, since we’re just going to end the fiscal year in April. The other big thing is wholesale. Wholesale, if you look back at our pre-COVID contributions EBITDA by segment was fairly substantial and that business has as we’ve disclosed, been challenged by lack of supply because of buyback. And also because of inability to really source books from international sources, given the very expensive freight costs associated makes it prohibitive. So we’re working hard and Dave Henderson is on the line and we’re working very hard to get wholesale more profitable next year than it was this year. And we’re not giving guidance by segment, but wholesale’s another piece of that. So this is not all around margin. This is really – it’s got a lot to do with spend and growing our digital business during a time of scale.

Really helpful. And then maybe just one more for me and I’ll hop back into queue. On bartleby, it was really great to see the first deal announce with Delgado Community College and sort of your ability to start bundling that with FTC. Can you just talk about sort of what got Delgado comfortable with sort of having the digital study tool integrated in? And maybe how that affects the strategy around pricing for bartleby moving forward? Is it still going to be charged on a monthly basis in these contractual relationships? Or how that’s being sort of rolled in? Thanks.

Yes. I’ll make one general comment and then David Nenke, who’s President of DSS can answer your questions in further depth. But just in general, as we found out with selling first day complete the key to selling any new kind of revolutionary model is making sure you line up with a more progressive open-minded leadership on the campus. And I think we find that at Delgado, so that was – that’s one of the key. We’re very much in sync with them. And they’re very excited about what the potential benefits to their students of incorporating the digital – bartleby digital study self-study suite of tools in with the first day complete program. So that’s a big part of it, but David can answer your other questions.

Yes. Absolutely, Mike. Delgado was absolutely focused on providing the best outcomes to their students. They have a large percentage of their student population is part-time or non-traditional students who need help and support outside of core university hours. And so they – as we had discussions with them, they were very focused on trying to provide support to their students to kind of help ultimately with student success, which absolutely lines up with our focus and what we are trying to do. Our objectives kind of remain enhancing educational outcomes and compliment the work that happens in the classroom. So with them, they were very open and as we talked through our opportunities and the feature set they were very focused on making sure that they could provide as many features as their students. I think one of the interesting things, particularly with Delgado is they’re also interested in the reporting that comes with it and making sure that students are engaged with the tools and really trying to support. It’s a wide labeled product and LMS integration, et cetera. So we’re in the process now of framing the faculty and taking them through the products that’s exciting time for us. And as we say, they were very customer focused in making sure their students got the benefits. From a charging perspective, which I think was the second part of your question. The charging is more around opportunity of seats if you like, or student hours aligned with the amount of students that they have on campus at the time is how kind of working through charging it rather than that. I guess the direct to consumer business, which is monthly subscription.

Thanks for take my questions. I’ll hop back in the queue.

Thanks, Ryan.

Thank you. The next question comes from the line of Alex Fuhrman from Craig-Hallum Capital Group. Please, Alex, your line is now open.

Great. Thanks very much for taking my question. I wanted to talk a little bit more about the fiscal 2023 EBITDA guide. Can you unpack a little bit more about where that’s coming from? I think you mentioned Michael, just the sheer notion of starting at kind of a lower jumping off point in the month of May, still being part of this school year. How much is that going to be a headwind versus pre-COVID and versus how much of this is supply chain issues that you’re seeing versus just inflation pressures? And then, kind of putting it all together, I mean, is it still the company’s goal to get back to pre-COVID profitability in the long run? Just trying to kind of size up these different aspects of it, if you could?

Yes, let me just start off by saying, Alex, that we'll be able to think provide more precision around fiscal year 2023, after we close fiscal year 2022, which won't happen until the end of in May. And in terms of the jumping off point, one thing I will say is that, I mean, it's influenced by, I think the fact that COVID has lingered and that has an impact on a lot of different things psychologically in terms of the people we do business in the operating environment, in terms of our ability to get their attention, et cetera, et cetera. But having said that, there are impacts from jumping off, but we're also pretty optimistic about how we're going to start fiscal year 2023 with the FDC growth that we've had and the FLC partnership improvements and opening new schools like Notre Dame and going to market to capture other new, big business like that. So in unpacking that, yes, I think first off, we definitely on a longer term basis, not only intend to get back to that level, but surpass it. So the pacing of everything that we've intended, if you look back at the last two years has been slower than we expected, we expected it to accelerate financially a little bit more quickly this coming year than it's going to. And there's a lot of different factors that enter into that. I tried to highlight some of them. I think we can be more specific about it, as we get our year-end results closed and really start to get into fiscally year 2023 in a more surgical basis. I mean, right now we're in the middle of finalizing our budget cycle for 2023. So I think one thing is COVID has taught us and…

Great. That's really helpful. Thanks. And then if I could just ask a little bit more about First Day Complete, and it sounds like that is progressing very nicely and is probably the most important growth vehicle for you over the next couple of years. Are there mechanisms in place to start to recoup some of those higher freight rates that you were mentioning in your prepared remarks, does this change kind of how you go after the next 50 or 100 schools, in terms of how you talk about pricing and the ultimate bottom line just wondering how you're going to be able to scale that in an environment where your freight rates and other costs are a lot higher.

Yes. That's a great question. It's something we talk about daily had big meetings going into this current slate of discussions around. First Day Complete contractual pricing and the thing is that there's a couple of elements that go into analyzing your costs. So you don't get upside down and locking into rates. It's the pricing that you're paying for content, as well as freight, and some other cost elements that factor into commissions and other structures and that type of thing. But we do have an annual pricing review. We are spending a lot of time in Jon Shar and his team working with Tom, our CFO. And they actually started doing that already last semester and anticipate of what we saw in terms of freight increases in the fall and in this spring. So I'll let Jon talk about that. The one thing I would say too, just to support your comment is keep in mind that, this First Day Complete product, which is no doubt, our focus in terms of reversing a secular trends in textbook, courseware, whether it's digital or physical declines over the last 10, 12 years was only at 14 campuses, 40,000 students in the fall of 2020, then it went to 65 campuses, about 290,000 students as last fall. And we expect to see that continue to scale. And the point I want to make is that all that growth occurred during a really tough sales period, very difficult to convince people to change models and focus on the benefits of these kinds of new revolutionary courseware, price, seeing models while they're so focused on COVID safety tracing testing, et cetera, and just getting their attention. So our people in retail and supported by everyone else have done a great job selling FDC. I think that as I closed my remarks in the script, I said, I think we've been through choppy and navigate. And we have common horizon. I really believe that borrowing something, that we can't control that's going on in the world, but that really gives me a lot of enthusiasm for what we're going to do with FDC and continuing to scale of going forward. I'll turn it to Jon to talk about the questions you have on pricing consideration.

Yes. Alex is great question. The other thing just building on what Mike is saying to a factor is the percent of digital content that is growing each term as a percent of mix overall and within FDC and – obviously digital content offsets any increases in brown freight or other expenses that go into the cost of the content. So that we have a balance of some cost going up, but favorable mix shifting to digital, which is allowing us to continue to provide great value to our campuses and overall really optimistic about the growth of First Day Complete because what we're seeing is that it's really making a significant impact on student outcomes through three sort of key pillars having equitable access to content on day one through having a concierge like highly convenient service, that's really eliminating a period of stress for many students at the beginning of the term as student mental health becomes more and more significant issue on campuses across the country and then affordability, which we're able to hit through the higher sell through rates and the discounts we can drive to students through that. So really making a significant impact and very optimistic that we're going to continue to grow the model for more and more institutions going forward.

Great. That's really helpful. Thank you.

Thank you. Our next question comes from the line of Rory Wallace from Outerbridge Capital. Please Rory, your line is now open.

Hi Mike and Jon, I'm curious and David curious on the revenue deferrals that you mentioned in this quarter. I think from the comp being up 18% when, including February, it implies that was a pretty big month for you, but specifically for First Day Complete and First Day revenues, what would that have looked like had the 100 schools not gone remote and had you not seen these sort of push outs to the right?

Yes. Rory, this is Tom and you are correct that with the pacing of school openings and the pushing to segue. There was approximately $25 million of revenue that gets deferred to the fourth quarter. And that’s implicit in the 18.8% comp.

That doesn’t include activations for First Day, First Day Complete, that may occur some even beyond then, but we tried to pick up as much of the information we had in February should be fairly inclusive at 18.8% growth rate should be a pretty good estimate of the impact of on spring rush of First Day, First Day Complete.

Got it. Okay. And so that was really a large part of this quarter and kind of the Delta versus what we thought going in a couple periods ago. And then I guess with the new business at a $100 million of net new, I know Notre Dame is probably meaningful double digit millions part of that. But thinking about kind of how the company looks structurally coming into a normal operating environment, it seems like if you can win, whether it’s $50 million or $100 million of net new business, you’ve got sort of an embedded single digit tailwind to your revenue growth. And then on top of that, you should be getting the comp benefit of First Day Complete and DSS and Fanatics. So it would seem like if the company is going to structurally become a much more rapid sort of top line grower, as opposed to what it’s been in the past. I just think it’s kind of worth maybe stating that or do I have that vision of the company correct?

Yes. I think couple of things, where I – good observations in terms of top line growth, it also depends over what time horizon you’re talking about, but as we enter this year with the new business we’ve disclosed, the one thing also to keep in mind is that, we are – if you look at gross comparable store sales for general merchandise, we have to look at that pro forma number, not the GAAP number in terms of top line growth, right. So that’s what I assume they’re talking about. That’s what we would, that’s how we look at it. But I think the one important point to make about the new business is that I think we’re being very disciplined about not just new business that we take on to make sure that it’s profitable. It may not be day one, but as soon as possible from day one, hopefully, no later than year two, but in most cases immediately and insisting that in many cases we don’t take the business on, unless they take on a First Day Complete model or willing to take it on in year two. We’re doing the same thing with renewals for any types of accounts that have marginal profitability. We hate to part ways with long-term customers, but if they can’t and this gets back to my point about dealing with the progressive leadership, the new thinking people that are willing to change is a big part of our success, I think is having the discipline to make sure that, we’re not hoping that someone changes two, three, four years from now that they’re willing to do it now for renewals that are marginal. So, yeah, I think we’re very excited about the momentum we have. We slowed down a little bit this quarter [indiscernible] in January. But I think the revision of our guidance for 2023 should be viewed as anything other than there were a lot of things that happened between when we gave that guidance in June and today, many of which are very, very recent that they give us some pause to be a little cautious about, but we’ll update that at the end of the year. We’ll be more specific.

Yes, no. I think I’m sure most shareholders will be able to appreciate the reasons for resetting the bar. I think as far as the other thing I wanted to ask on with Bartleby and DSS, so the growth rate there has stayed very strong and I think Chegg is guiding to like 8% to 10% organic growth for their study product. And it seems like that business is really hanging in and not seeing the same sort of macro impact as some of your competitors that have decelerated a lot. So I guess, my question is what are you doing better than the competition in your view, David, and then also with this Delgado partnership, is that something that’s going to be easy to scale once you sort of have this use case sort of better, better in hand and better understood. It sounds like the LMS integration part of it should be pretty seamless. So it’s kind of around making sure that you have the satisfaction with that customer and that you have something that you can really scale out to future customers.

Yeah. Let me – the second part of the question first, certainly with the Delgado execution, what we have worked through is a lot of the mechanics about being able to turn on or off features based on what the institution wants to offer. So we have built in – a lot of functionality in regards to being able to do that with an aim to be scalable. And so we are kind of at the moment – continuing to kind of build our playbook, but also kind of looking at being able to implement this in a relatively seamless way. So that’s what we’re focused on. I won’t say we’re successful at it yet, but that’s what we’re working on. So we feel pretty good about for work that we’ve done on the framework of the business to be able to kind of do that. The second part of the – first part of your question in regards to competitors I won’t comment on other competitors or I’ll comment and say is we’re continuing to focus on the educational outcomes and student success, and that’s what we’re trying to build and focus on and build a robust business that ultimately gets to student success. So I think that we are having – we’re resonating well with customers. I think we’re well trusted from both students and institutions. So we’re just going to continue to focus on that and hopefully focus on the long-term and show success.

Thanks. And how much of the subscriber acquisition is linked to retail POS at this point, I know it used to be very intensive on that front and then kind of went to very little and I’m not sure what the current state of the channel is.

What give you the numbers per se? One of the challenges we saw out of spring rush, obviously with the delays and off campus was, I get less people in the store. And so it changed a little bit. Now there’s a mix between POS and web in regards to each of those ones, but I don’t know that we have a good run rate yet. I think the macro COVID is still makes it difficult to get a good beat on what exactly the entitlement numbers. It was I guess as a percentage, it was less in spring, then it wasn’t fall primarily due to that environment that we’re in. So I’m not sure that I can provide a good framework for you to give you a percentage to help you with your – that all we’re trying to do is be there for students and continue know get our product in front of them and build awareness and take advantage when they’re in the store and help them when they’re go online.

Yes. Yes, I understood. And it sounds like that that channel still has some upside is things get back to normal. So that’s mainly qualitatively what I was interested in. So, yes, thank you. Thank you very much for taking my questions and good luck.

Thanks, Rory. Appreciate it.

We currently have no further question on the line. I will hand over back to Andy Milevoj for any final remarks.

Great. Thanks, Juan. And thank you all for joining us on today’s call and your continued interest in BNED. Please note that our next scheduled financial release will be our fiscal 2022 fourth quarter earnings in late June. Thank you.

This concludes today’s call. Thank you so much for joining. You may now disconnect your lines.