Concludes Review of Strategic Opportunities
Barnes & Noble Education, Inc. (NYSE: BNED), a
leading solutions provider for the education industry, today
announced that its Board of Directors has concluded its review of
strategic opportunities, which was announced in December 2019.
After extensive evaluation and deliberation, and in consultation
with its financial and legal advisors, the Board unanimously
determined that the continued execution of the Company’s current
business plan is the best path forward for the Company and its
shareholders.
Shortly after the strategic review commenced, the COVID-19
pandemic emerged, which gave rise to significant challenges for the
Company’s business. Nevertheless, an exhaustive strategic review
was undertaken and completed. At the same time, the Company also
made significant progress towards implementing and executing its
digital transformation strategy, which further enhanced the
Company’s importance and relevance to its customers, particularly
given the post-COVID-19 shift to remote learning. In the last
several months, BNED has successfully grown its high-margin DSS
business, improved its share of course material adoptions through
BNC First Day®, BNC First Day Complete and other new digital
models, increased its revenue from new business wins, leveraged its
MBS fulfilment and virtual capabilities, and strengthened and
improved its general merchandise business with the recent release
of its new eCommerce platform.
“Following the conclusion of a strategic review process by our
Board and its advisors, which included, among other things,
discussions with third parties about the potential acquisition of
all or part of the Company, we are confident that BNED is on the
best path forward to enhance shareholder value as we deliver
benefits for the institutions and students we serve,” said Vice
Admiral John R. Ryan, BNED’s Lead Independent Director. “As
students and institutions continue to navigate the ongoing shift to
remote learning, BNED’s digital study tools and capabilities,
particularly its bartleby® digital study platform, are more
important than ever before for students and faculty, and represent
a significant growth opportunity for BNED and our
shareholders.”
“I am encouraged by the significant progress we have made
executing on our key strategic initiatives since we announced this
review in December, despite the significant disruption of COVID-19
on campuses nationwide,” said Michael P. Huseby, Chief Executive
Officer and Chairman, BNED. “These initiatives are proving to be
extraordinarily important given the shift to an increasingly
virtual and digital world. As we move forward, we are confident
that we have the right strategy in place to deliver enhanced value
for our shareholders. Importantly, we continue to believe that we
have sufficient sources of liquidity to manage through the
continued impact of COVID-19. We will continue to focus on
allocating our capital to strike the necessary and appropriate
balance of liquidity preservation while we continue to build our
momentum and execute our strategic plan to drive long term
sustainable shareholder value creation.”
Advisors
Morgan Stanley is serving as financial advisor to BNED and
Gibson, Dunn & Crutcher LLP is serving as legal advisor.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a leading
solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, a digital direct-to-student learning ecosystem,
wholesale capabilities and more. BNED is a company serving all who
work to elevate their lives through education, supporting students,
faculty and institutions as they make tomorrow a better, more
inclusive and smarter world. For more information, visit
www.bned.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 and information relating to us and our business that are
based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used
in this communication, the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,”
“projections,” and similar expressions, as they relate to us or our
management, identify forward-looking statements. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make, including any statements made in regards to our
response to the COVID-19 pandemic. In light of these risks,
uncertainties and assumptions, the future events and trends
discussed in this press release may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Such statements reflect
our current views with respect to future events, the outcome of
which is subject to certain risks, including, among others: risks
associated with COVID-19 and the governmental responses to it,
including its impacts across our businesses on demand and
operations, as well as on the operations of our suppliers and other
business partners, and the effectiveness of our actions taken in
response to these risks; general competitive conditions, including
actions our competitors and content providers may take to grow
their businesses; a decline in college enrollment or decreased
funding available for students; decisions by colleges and
universities to outsource their physical and/or online bookstore
operations or change the operation of their bookstores;
implementation of our digital strategy may not result in the
expected growth in our digital sales and/or profitability; risk
that digital sales growth does not exceed the rate of investment
spend; the performance of our online, digital and other
initiatives, integration of and deployment of, additional products
and services including new digital channels, and enhancements to
higher education digital products, and the inability to achieve the
expected cost savings; the risk of price reduction or change in
format of course materials by publishers, which could negatively
impact revenues and margin; the general economic environment and
consumer spending patterns; decreased consumer demand for our
products, low growth or declining sales; the strategic objectives,
successful integration, anticipated synergies, and/or other
expected potential benefits of various acquisitions may not be
fully realized or may take longer than expected; the integration of
the operations of various acquisitions into our own may also
increase the risk of our internal controls being found ineffective;
changes to purchase or rental terms, payment terms, return
policies, the discount or margin on products or other terms with
our suppliers; our ability to successfully implement our strategic
initiatives including our ability to identify, compete for and
execute upon additional acquisitions and strategic investments;
risks associated with operation or performance of MBS Textbook
Exchange, LLC’s point-of-sales systems that are sold to college
bookstore customers; technological changes; risks associated with
counterfeit and piracy of digital and print materials; our
international operations could result in additional risks; our
ability to attract and retain employees; risks associated with data
privacy, information security and intellectual property; trends and
challenges to our business and in the locations in which we have
stores; non-renewal of managed bookstore, physical and/or online
store contracts and higher-than-anticipated store closings;
disruptions to our information technology systems, infrastructure
and data due to computer malware, viruses, hacking and phishing
attacks, resulting in harm to our business and results of
operations; disruption of or interference with third party web
service providers and our own proprietary technology; work
stoppages or increases in labor costs; possible increases in
shipping rates or interruptions in shipping service; product
shortages, including decreases in the used textbook inventory
supply associated with the implementation of publishers’ digital
offerings and direct to student textbook consignment rental
programs, as well as the risks associated with the impacts that
public health crises may have on the ability of our suppliers to
manufacture or source products, particularly from outside of the
United States; changes in domestic and international laws or
regulations, including U.S. tax reform, changes in tax rates, laws
and regulations, as well as related guidance; enactment of laws or
changes in enforcement practices which may restrict or prohibit our
use of texts, emails, interest based online advertising, recurring
billing or similar marketing and sales activities; the amount of
our indebtedness and ability to comply with covenants applicable to
any future debt financing; our ability to satisfy future capital
and liquidity requirements; our ability to access the credit and
capital markets at the times and in the amounts needed and on
acceptable terms; adverse results from litigation, governmental
investigations, tax-related proceedings, or audits; changes in
accounting standards; and the other risks and uncertainties
detailed in the section titled “Risk Factors” in Part I - Item 1A
in our Annual Report on Form 10-K for the year ended May 2, 2020.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those described as anticipated,
believed, estimated, expected, intended or planned. Subsequent
written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200824005147/en/
Media Contact: Carolyn J. Brown Senior Vice President
Corporate Communications and Public Affairs Barnes & Noble
Education, Inc. (908) 991-2967 cbrown@bned.com
Investor Contact: Andy Milevoj Vice President Corporate
Finance and Investor Relations Barnes & Noble Education, Inc.
(908) 991-2776 amilevoj@bned.com
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