Good morning. My name is Rob and I will be your conference operator today. At this time, I would like to welcome everyone to the Barnes & Noble Education Fiscal 2024 First Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Hunter Blankenbaker, Vice President of Investor Relations, you may begin your conference.

Good morning, and welcome to our fiscal 2024 first quarter earnings call. Joining us today are Mike Huseby, Chief Executive Officer; and Jonathan Shar, Executive Vice President, BNED Retail and President, Barnes & Noble College; Mike Miller, EVP, Corporate Development & Affairs and Chief Legal Officer; and Jason Snagusky, SVP and Treasurer, will also be available during the Q&A session. As referenced in our first quarter slide presentation, which can be found on our Investor Relations website, 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 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 now I'll turn the call over to Mike Huseby.

Thanks, Hunter. Good morning, everyone, and thank you for joining us today. Fiscal 2024 is off to a solid start with first quarter consolidated total revenue increasing almost 4% and adjusted EBITDA improving by approximately 22%. Our first quarter results reflect clear evidence that we are executing against our strategic initiatives to deliver profitable growth. Thanks to the focus and dedication of the BNED team, our efforts to drive operational efficiencies and cost reductions are taking hold and our First Day Complete equitable access model continues to demonstrate strong momentum. Before providing a more detailed review of the first quarter, Jonathan and I would like to highlight how the successful execution of these two strategic initiatives are impacting our results. First, I'll discuss our continued focus on operational improvement and efficiency. Within our retail segment, total sales of $245.5 million increased by $9 million or 3.8%. We achieved this growth despite operating 117 fewer stores, including 67 physical and 50 virtual stores versus a year ago, as we focus on winding down underperforming less profitable stores and satellite locations. Gross comparable store sales were up 5.9% driven by strength in course materials, supply products and graduation items. This growth combined with our disciplined cost management drove significant operating leverage. Retail, selling and administrative expense as a percent of revenue decreased by 520 basis points to 28.2% from 33.4% in the prior year period. This improvement is the direct result of our fiscal year 2023 cost restructuring activities, which yielded a $9.8 million year-over-year quarterly reduction in selling and administrative expense. Our store teams are operating with their characteristic commitment and increased focus on cost discipline to achieve these results. During our current fall rush, their performance has been exceptional as they continue to provide an unmatched in-store experience while implementing…

Thanks, Mike. It's been an exciting fall back-to-school season thus far as we now have a 157 campus stores using our First Day Complete subscription-like model, representing enrollment of nearly 800,000 undergraduate and postgraduate students, a 46% increase over the fall of 2022. Based upon the current pre add/drop enrollment and participation levels, we expect FDC billings for the fall term to be up more than 46%, which will be recognized as GAAP revenue primarily in the second quarter with a smaller relative amount recognized in our third quarter of fiscal year 2024. As I visited many campus stores over the last few weeks, it's clear that FDC, our equitable access model, is having a very positive impact on the student experience, which is why FDC's acceptance in the market has such positive momentum. The marketplace reaction to FDC strongly supports our strategy and conclusion that FDC will be the primary course material distribution model in the near future. As we shared with you last quarter, based on survey results from our Barnes & Noble College Insights platform, students reported overwhelmingly that through First Day Complete, they had a better customer experience, we're better prepared, saved money and ultimately achieved improved academic success. These benefits have been on full display throughout this fall rush. For students, acquiring required textbooks and course materials is one of the first tasks they need to accomplish at the beginning of each new academic term. First Day Complete has turned this initial task list item into a welcoming positive event through the ease of the First Day Complete process, leveraging our proprietary technology and commitment to service. As an example, at Emporia State University, which just launched FDC this fall term, a student nominated the Barnes & Noble College bookstore team for a Heart of…

Thanks, Jonathan. Turning to a focus on the first quarter results and related matters. Consolidated first quarter revenue from continuing operations of $264.2 million grew by 3.7% or $9.5 million. Consolidated adjusted EBITDA grew by 21.8% or $7.5 million to a negative $26.8 million. As a reminder, our first quarter is a seasonally low volume period primarily consisting of summer classes, graduations and preparation for fall rush. Fiscal 2024 first quarter total retail segment revenue increased by $9 million or 3.8% to $245.5 million driven by an 8.4% increase in course material revenue and strong graduation and supply product sales. Within course material, our total First Day and First Day Complete revenues increased 37%. First quarter retail gross profit of $50.3 million decreased by $3.7 million or 6.9%, while retail gross margin of 20.5% decreased by 230 basis points from the prior year period. Course materials gross margin declined due to higher markdowns, including markdowns related to closed stores as well as a higher percentage of lower-margin digital course material sales. These decreases were partially offset by lower contract costs resulting from contract renewals and a favorable sales mix of higher margin graduation products. Additionally, as noted last quarter, first quarter retail gross margins were impacted by lower contractual commissions for emblematic general merchandise sales as part of the Fanatics and Lids partnership agreement. Effective August 1, 2023, under the terms of the July 2023 term loan credit agreement amendment, the commission rates for emblematic general merchandise increased for an estimated one year period. Each of these trends and margin impacts are reflected in the guidance we have provided. Retail EBITDA increased by $6.1 million to negative $18.9 million due to increased revenue, offset by a lower gross margin as noted and the $9.8 million year-over-year reduction in selling and…

[Operator Instructions] And your first question comes from the line of Ryan MacDonald from Needham. Your line is open.

Hi. Thanks for taking my questions. Mike maybe just to start on the clarification on the inventory delays. Can you just provide a little more color about where you were feeling that most, whether it was on the course material side around the emblematic or general merchandise side? And what, if any, knock-on effects we should expect as a result of that for the fall rush?

Yes, Ryan, thanks. We wanted to point this out. We don't consider this to be -- have any impact on our guidance for the year, but we did want to mention it because it's probably obvious, if you look at our balance sheet at the end of July, we had a huge payables balance as we are working to complete the amend and extend, which we did on July 28th, it became effective on the 31st when we got our clean opinion from our outside auditors. So there was a lot of pent-up cash that needed to be released to creditors, whether they were trade vendors, partners, whether they were publishers or in general merchandise both. We got that done fairly quickly. And fortunately, the delay was not in the two largest weeks of the first two weeks of August, in other words, they're not the most significant start dates for fall rush. That starts to happen really in the third week and fourth week of August and then you know guys that we have Labor Day and right after like where we are right now. So to answer your question directly, our priority was making sure that we got all the course materials vendors cleared up first. And in general, publishers reacted very swiftly and we're very helpful in terms of getting the inventory released to us. There were other categories of general merchandise that we didn't prioritize quite as highly in terms of trade stores and convenience and food and beverage and that type of thing. But nonetheless we doubled all of it pretty much in the first two weeks of August because we want the in-store experience for the students when they come into a rush to be a complete one. So we didn't want to overplay this. I don't think this is going to have a significant impact on our fall rush financial results or on the year but it's something that was so obvious. We thought we had to mention it. So it's across the board, but we did prioritize moving in courseware and related supplies that kids needed to get back to school or students need to get back to school. And then the other categories of general merchandise, we're being taken care of in parallel, but we're not prioritized in terms of payments quite as highly.

All right. I appreciate the color on that. On First Day Complete, great to see the interesting and good results there. I'm curious, as you've gone into the fall rush here. First, what have opt-in rates looked like amongst the student population on the newer cohort of schools that have started? And then as we think about pipeline development for spring of 2024, how that continues to develop and what you've got kind of lined up for the spring rush as well? Thanks.

Yes. Ryan, it's Jonathan. Thanks for the question. And in the First Day Complete model, there's, just to clarify, there's sort of two models. One is it's built into tuition at certain schools where there isn't an opt-out. And then we have where it's listed as a course charge and students can opt=out of those. So we don't have an opt-in model per se. It's either included or opt-out -- and the -- for the schools that have opt-out, the opt-out period runs through the add/drop period, which we haven't hit at many of the institutions yet, which will come up in the next few weeks. So we don't really know, although the initial view is that participation rates are strong and one of the things we're seeing is the second and third years that an institution runs First Day Complete and there's cohorts that have experienced that, that participate patient rates grow or opt-out rates decline over time. So that's an exciting sort of metric that we're tracking and something that we've seen to be positive so far this year, although we haven't hit those add/drop periods, I don't know for sure where it will land, but some good trends in what we're seeing with First Day Complete is based on the overall experience and impact that it's having on the student experience and driving affordability and providing access to materials for all the students at those institutions.

And maybe just on the second part of that pipeline for spring of '24, how is that looking so far?

Yes. We're in active conversation still with many schools to launch First Day Complete for spring. In fact, we have some signed amendments and agreements already in place. And then we're having still daily hundreds of conversations with schools focused on launching in the next academic year, which will be a year from now in fall of calendar 2024, which is really exciting. So those conversations are active. They have accelerated and we're really optimistic about the continued growth of institutions participating in First Day Complete. And it's really based on the impact that we've seen on student outcomes, access, affordability and convenience.

Excellent. Maybe just one more for me for Mike. I think you talked about 117 fewer stores year-over-year and doing a nice job of driving more profitable business off of -- despite sort of fewer stores. Can you give us a sense of what the runway looks like here for additional store wind-downs? And sort of how much is there left to go in terms of sort of winding down those unprofitable contracts? And when we might sort of hit the trough, I guess, of impact and start to benefit on the other side of this? Thanks.

Yes, it's a great question. It's something that we look at constantly. As you know, Ryan, our overall strategy is based on serving stores profitably. And we're continuing to work with stores to improve profitability. So the trough, as you call it, is really going to be dependent upon our success in converting some stores, many stores to First Day Complete and thereby increasing the profitability, getting it at a level that's a good, long-term, healthy relationship for both us and the school. As you said, our store count was down 117 and that included 67 fiscal 50 virtual stores versus a year ago. So that is evidence that we're following the strategy that's reflected in the results. In terms of giving you guidance on the runway and that type of thing, we're not going to do that, but we'll do it each quarter because of what I just mentioned, it's very dependent upon, and Jon said, as Jon said, we're engaged in a lot of conversations with school still about not just converting to First Day Complete, but the other economic terms that impact our relationship with the commission rate that we pay the schools and we're controlled doing a great job. Our field teams doing a great job of controlling the payroll. So there are different levers we can pull to achieve profitability in stores. And so how successful we are in pulling those levers renewing contracts and making that strategy work is going to answer the question of where is the trough. I mean we expect to go to a lower number of stores next year than where we are this year. But at some point in time, as First Day Complete penetration, as I would call it, our sell-through really becomes a much higher percentage we should start adding back to that number stores at some point. I don't know when that's going to happen. But our expectation is that all stores will be on some form of equitable access at some point in time.

Thanks for taking my questions. I'll hop back in the queue.

Thanks, Ryan.

Your next question comes from the line of Alex Fuhrman from Craig-Hallum Capital Group. Your line is open.

Hey, guys. Thanks for taking my question. Can you talk a little bit about what the impact has been on general merchandise sales at schools that have transitioned the First Day Complete. Has there been any sort of a negative traffic impact just from having fewer students making that first trip to the bookstore to shop for their books? And then would love to just kind of further unpack your comments about driving really strong merchandise sales on a smaller number of bookstores? And can you just kind of help us understand what was driving that increase? Obviously, this is a seasonally slower period of the year for you, but just trying to understand what that's going to look like as we get into the rest of the year?

Alex, it's Mike. I'll make one general comment and then Jon has been spending a lot of time in our stores during rush can pick it up. First off, there aren't fewer students driven to the store through First Day Complete, if anything, there are more. Because most of those programs result in students coming in to pick up their First Day Complete package, of course, we're on or before the First Day. So that as opposed to more of a random who's going to show up when from a student perspective, it's fairly predictable in terms of store traffic, in terms of the scale of students that are showing up to pick up First Day Complete. So and I don't think our results having analyzed this would not indicate that we have any falloff in a general merchandise sale kind of on a per student basis as we change the model then I'll let Jon give more details.

No, that's exactly right. We're actually seeing more students come into the store post transition to First Day Complete based on the fact that we're serving nearly all of the students at that institution. And the primary sort of fulfillment channel is in-store pickup. We can ship the materials to students if they select, but most of them from a convenience standpoint come into the store and pick up their materials or go through the process in real time and have us pick them and sort of box up their materials for them for distribution. So it's actually an opportunity through some of the merchandising strategies and cross merchandising strategies that we have to increase the sales of everything else in the store like general merchandise items that we sell to students as part of that visit. So we're actually optimistic that, that's going to have a positive impact. And just from a store traffic point alone. So we think that the model works well with the other parts of our business that we are looking to continue to drive growth in.

Okay. That's really helpful. And then just the other part of the question, just thinking about the strong merchandise sales despite the pretty significantly smaller number of stores that you were operating during the quarter. I mean can we interpret that to mean that your biggest, most kind of long-standing profitable stores we're experiencing really strong increases in sales during the summer months or was it part of that maybe just driven by the fact that the 100 something stores that you're no longer operating were just pretty small contributors to merchandise?

Yes, I think it's a combination of both of those. And as we called out in some of the prepared remarks, we had very strong summer, early summer first quarter in graduation products, which was somewhat of a surprise to us, quite frankly, we planned on. We did a lot of great things in our merchandising group to make that happen. But if you recall last year in the spring and summer of '22. There are many schools that actually had commencement ceremonies to include more than just one graduating class because of the impacts of COVID and the fact that many schools weren't able to walk graduating classes in prior years. So even with that as a benchmark, the graduation products performed better year-over-year and much better and of course with our expectations. So that was a big part actually of the contribution of general merchandise growth. As it relates to the other categories, we continue to see good performance, but graduation was one that really stood out for us in the first quarter. The other thing I would say is that it impacts both the digital kind of the digital weighting of sales and the margin and also a number of students on campus. There were many schools this year that had online virtual courses this summer more than actually in the number we expected. So even with that and not having as many students on campus for the summer, general merchandise sales did well.

Okay. That's really helpful. Thank you.

And we have reached the end of our question-and-answer session. I will now turn the call back over to Mr. Hunter Blankenbaker for some final closing remarks.

Great. Thank you, Rob. That does conclude our call and we're going to get back to Fall Rush here. We look to -- forward to speaking with you in early December on our second quarter call. Thank you.

This concludes today's conference call. Thank you for your participation. You may now disconnect.