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. 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 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, 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 demanding new productivity standards tied to actively managing variable costs, including deep rigor on staffing levels and optimizing our labor mix of full and part-time team members. Further, our teams have adapted well to make sure our stores are meeting customer needs for fall rush despite the later arrival of certain inventory versus prior years. As we discussed with you last quarter, we successfully closed the amendment and extension of our credit facilities on July 28th. These amendments provide us with the necessary financial flexibility and operating runway to actively pursue a more permanent capital structure to complete our business model transformation. However, certain vendors delayed shipping inventory until we received and applied the liquidity enhancements provided by the amendments. Our store teams supported by MBS and our retail shared services teams have been working nonstop to expedite receiving and presenting such inventory for sale to mitigate any impacts of such delays on our customers or our early rush period sales. Our second key initiative is the acceleration of our Equitable Access program, First Day Complete, which is one of the cornerstones of our long-term profitability growth plan. In the first quarter, First Day Complete revenue increased 55% year-over-year and First Day by course revenue grew 27%. The growth of our First Day models drove total course material sales up by 8.4%.

Thanks, Mike. It's been an exciting fall back-to-school season thus far as we now have 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, were 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 a Hornet award which recognizes campus community members that go above and beyond in service excellence for how welcoming quick and easy the FDC program made acquiring course materials. The way First Day Complete has transformed the student experience is striking and provides further motivation to work with all our partner institutions to accelerate their adoptions to the First Day Complete model. We believe we are best positioned to deliver on the Equitable Access Model and continue to be the clear marketplace leader. We've invested in advanced proprietary software, such as our student-facing and personalized FDC customer platform, the adoption and insights portal for faculty and academic leadership and the seamless integrations we have with institution systems like registration, student information, ERPs, learning management systems and single sign-on. Additionally, MBS is a critical component of our FDC fulfillment engine with unmatched warehousing and logistics capabilities and the industry's largest single source of affordable used textbooks. Being these unique mix of assets and capabilities, coupled with our experience in executing at scale have allowed us to provide flexible and customized solutions for the colleges and universities we serve, enabling us to add a record number of schools to the First Day Complete model this fall. First Day Complete also provides economic benefit to BNED. Since inception, the First Day Complete model has delivered increased predictability, higher revenue and improved gross margins and EBITDA at a school post transition. To demonstrate this, we examined the cohort of stores that transitioned to First Day Complete in the fall of 2022 from the à-la-carte model in the fall of 2021. On slide nine of our investor presentation, you can see that when a cohort of stores moved to the First Day Complete model, their course material sales increased by 82% year-over-year due to the ease of the subscription-like service and the much higher sell-through rate versus the à-la-carte model. Taking this a step further, the gross profit dollars of this cohort nearly doubled, increasing by 96% and drove a 200 basis point improvement in the gross profit margin to approximately 31% from 29%. Furthermore, as schools use FDC year after year, we are able to increase student participation rates. And as a result, the gross profit dollars of First Day Complete stores in the fall of 2022 that also operated in FDC in the fall of 2021 increased by 5.2% in fiscal year 2023. All this, of course, is only possible through the talent and passion of our BNED team. I'd like to recognize and thank some of our outstanding operating executives and their teams for their outstanding leadership and commitment to serving our clients and customers. It's inspiring to see our team members who are committed to our mission of serving all who work to elevate their lives through education. Now I'll turn the call back over to Mike to review our results in more detail.

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 administrative expenses I mentioned earlier. Importantly, we believe we've adjusted and will continue to adjust the cost structure of the retail business to fundamentally change the profit profile of the business. This was evident in our lower volume first quarter, and we expect these expense reduction benefits to continue during our much higher volume second and third quarters. Moving onto wholesale. First quarter sales increased by $1.7 million or 4.6% to $38.8 million. The increase is primarily due to higher gross sales of $5.1 million compared to the prior year period partially offset by higher returns and allowances of $3.4 million. Wholesale gross profit was $5.8 million or 14.9% of sales in the first quarter of fiscal 2024 compared to $6.9 million or 18.6% of sales in the first quarter of fiscal 2023. Gross profit and gross margin rate decreased in the first quarter of fiscal 2024, primarily due to higher product costs and an increase in the returns and allowances, partially offset by lower markdowns. First quarter wholesale selling and administrative expenses decreased by 18% to $3.4 million. This decrease was primarily due to cost savings initiatives comprised of lower payroll and incentive plan compensation expenses. Wholesale non-GAAP adjusted EBITDA for the quarter was $2.4 million, down by $360,000 due to the lower gross margin. Moving onto the balance sheet and cash flow. Our cash balance was $7.7 million at the end of the quarter with outstanding borrowings of $278 million as compared to borrowings of $259 million in the prior year period. Cash flow used in operating activities increased due to timing of payables to vendors and increased receivables related to increased adoption of our First Day programs in the summer term. Merchandise inventories were down 17% or $79.4 million to $384.2 million versus the prior year. This reflects the delay in inventory delivery from the first quarter to the second quarter that I discussed earlier. First quarter capital expenditures decreased by $3.3 million to $4.2 million from $7.5 million due primarily to lower store build-out and internal systems spend. Regarding guidance, we're maintaining our fiscal 2024 adjusted EBITDA expectation of approximately $40 million. While the inventory delays during the first two weeks of fall rush resulted in lower sales than expected, we believe the current and expected First Day sales and our disciplined management of store payroll and other costs will limit the financial impact of the delayed inventory receipts. Before closing, I want to thank departing board members Emily Chiu and Dan DeMatteo for their contributions to the company. We are pleased to welcome two new directors Steve Panagos and Ray Wallander to the BNED Board. Both new directors bring fresh perspectives and highly relevant experience to BNED's continued transformation and we look forward to working closely with them. In addition, we are very pleased to announce this morning that Kevin Watson is joining us as our new Executive Vice President and Chief Financial Officer effective tomorrow. As you get to know, Kevin, I'm confident you'll agree that he is a strong addition to our senior management team at a very important time in BNED's strategic transformation. In summary, we had a solid first quarter, and we're encouraged by further scaled proof points that our strategy is working. Our First Day Complete equitable access model is having a significant positive impact on students, institutions and BNED. Our cost reduction and efficiency actions are improving profitability and we are on the path to consistently improving adjusted EBITDA and cash flows. I want to thank our people who daily show through their actions and unwavering commitment to our mission, customers and each other. The field and operating teams that Jonathan mentioned as well as our corporate affairs and legal team under Mike Miller's senior leadership. Our exceptional treasury team, led by Jason Snagusky and Joe Loraine, and our finance and accounting teams led by Seema Paul have all made significant contributions as have others that are instrumental in positioning us for success this fall and beyond. We believe in our opportunity to create value for all stakeholders. Our model transformation has clearly proved that this opportunity is within our grasp at scale. What really excites us is a significant market opportunity that's still in front of us and how well positioned we are to translate that opportunity into increased and sustainable value. I'll now turn the call over to the operator to open the line for questions.

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, thank you. We wanted to highlight that we don't believe this will affect our guidance for the year, but it was important to mention because it's clear from our balance sheet at the end of July that we had a significant payables balance while completing the amend and extend process, which was finalized on July 28th and took effect on the 31st after receiving a clean opinion from our external auditors. There was a considerable amount of cash that needed to be released to creditors, including trade vendors, partners, publishers, and general merchandise suppliers. We managed to do this quickly, and fortunately, there was no delay during the first two crucial weeks of August, which are critical for the fall rush. The peak demand starts in the third and fourth weeks of August, leading up to Labor Day and the current period. To address your question directly, our main focus was to ensure that we cleared up all course materials vendors first. Publishers responded swiftly and were very supportive in releasing inventory to us. Other categories like general merchandise, trade stores, and food and beverage were not prioritized as highly. Despite that, we did manage to almost double our efforts during the first two weeks of August because we wanted to ensure a complete in-store experience for students during rush. We don't think this will have a significant impact on our financial results for fall rush or for the year, but it was important to mention since it was so evident. Overall, we prioritized moving courseware and related supplies that students needed for back to school.

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 lined up for the spring rush as well? Thanks.

Yes, Ryan, it's Jonathan. Thank you for the question. To clarify regarding the First Day Complete model, there are essentially two approaches. One approach integrates it into the tuition at specific schools where students cannot opt out. The other lists it as a course charge, allowing students the option to opt out. We don't have an opt-in model; it's either included or there's an opt-out option. For the schools with an opt-out, that period aligns with the add/drop period, which we haven't reached at many institutions yet, but it will occur in the coming weeks. Therefore, we don't have full data yet, though initial indications suggest strong participation rates. Notably, in the second and third years of implementing First Day Complete, we observe that as more cohorts experience it, participation rates tend to increase, or opt-out rates decrease over time. This is an encouraging metric that we are monitoring, and we have seen positive outcomes so far this year.

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. I have one more question for Mike. You mentioned that there are 117 fewer stores compared to last year and that you're managing to drive a more profitable business despite having fewer locations. Can you give us an idea of the potential for further store closures? How many unprofitable contracts are left to address, and when do you anticipate reaching a low point in terms of impact before we start to see benefits on the other side? Thank you.

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 physical and 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. 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 of 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 to 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 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 to 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 longstanding profitable stores were 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, many schools had commencement ceremonies that included 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 than our expectations. So that was a big part of the contribution to general merchandise growth. 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 the 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.