Net Earnings (Loss) Per Share | Note 5. Equity and Earnings Per Share Equity During the 13 and 26 weeks ended October 26, 2024, we did not repurchase shares of our Common Stock under the stock repurchase program and, as of October 26, 2024, approximately $26,669 remains available under the stock repurchase program. During the 13 and 26 weeks ended October 26, 2024, we repurchased 0 and 429 shares of our Common Stock, respectively, outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards. On April 16, 2024, our Board of Directors approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's Common Stock. Each right entitled stockholders to buy one one-thousandth of a share of our preferred stock at an established exercise price. The dividend was payable to holders of record as of the close of business on April 29, 2024. The rights were exercisable only if a person or group acquired 10% or more of our outstanding Common Stock and various other criteria were met (the “Distribution Date”). Until the Distribution Date, the rights were not exercisable; the rights were not evidenced by separate rights certificates; and the rights were transferable by, and only in connection with, the transfer of Common Stock . On July 3, 2024, the Company amended the rights plan to terminate the distributed rights effective July 3, 2024. At the time of the termination of the rights plan, all of the rights, which were previously distributed to holders of the Company's issued and outstanding Common Stock, expired. For additional information, please see the Company's Current Report on Form 8-K filed with the SEC on July 3, 2024. On June 5, 2024, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the aggregate number of authorized shares of Common Stock from 200,000,000 shares to 10,000,000,000 shares (post- reverse stock split). On September 18, 2024, our stockholders (1) approved the Company’s Amended and Restated Certificate of Incorporation to decrease the aggregate number of authorized shares of our Common Stock from 10,000,000,000 shares to 200,000,000 shares; and (2) approved an amendment to the Equity Incentive Plan to increase the number of shares available for issuance by an additional 2,000,000 shares of our Common Stock, for an aggregate total of 2,179,093 shares (post-reverse stock split) . Milestone Financing Transactions On June 10, 2024, we completed various transactions, including a private equity investment, an equity rights offering, Term Loan debt conversion, and a Credit Facility refinancing, to substantially deleverage our consolidated balance sheet. These transactions also raised additional capital for repayment of indebtedness and provide additional flexibility for future working capital needs. For additional information, see Note 7. Debt. Upon closing of the transactions on June 10, 2024: • We received gross proceeds of $95,000 of new equity capital through a $50,000 new equity investment (the “Private Investment”) led by Immersion and a $45,000 fully backstopped equity rights offering (the “Rights Offering”). The transactions infused approximately $85,500 of net cash proceeds after transaction costs. The transaction resulted in Immersion obtaining a controlling interest in the Company. See Private Investment, Rights Offering, and Backstop Commitment below; • Our existing Term Loan Credit Agreement lenders, TopLids LendCo, LLC (“TopLids”) and Vital Fundco, LLC (“VitalSource”), converted approximately $34,000 of outstanding principal and any accrued and unpaid interest into shares of our Common Stock. See Term Loan Credit Agreement Debt Conversion below. Private Investment, Rights Offering, and Backstop Commitment Immersion and VitalSource purchased approximately $45,000 and $5,000, respectively, in shares of our Common Stock, at the Subscription Price, defined below, in a private placement exempt from the registration requirements under the Securities Act and separate from the Rights Offering (the “Private Investment”). The Private Investment is in addition to shares of Common Stock purchased by Immersion pursuant to the Backstop Commitment discussed below. Through the Rights Offering, we issued 9,000,000 shares (post-reverse stock split) of our Common Stock at a cash subscription price of $0.05 per share (the “Subscription Price”). In the Rights Offering, we distributed to each holder of Common Stock, one non-transferable subscription right (each, a “Subscription Right”) for every share of Common Stock owned by such holder on May 14, 2024 (the “Record Date”), and each Subscription Right entitled the holder to purchase 17 shares of Common Stock. Each holder that fully exercised their Subscription Rights was entitled to rights to subscribe for additional shares of Common Stock that remain unsubscribed as a result of any unexercised Subscription Rights (“Over-Subscription Rights”), which allowed such holder to subscribe for additional shares of Common Stock up to the number of shares purchased under such holder’s basic Subscription Right at $0.05 per share. We received approximately $32,100 in gross proceeds from the exercise of Subscriptions Rights and Over-Subscription Rights from the Company's stockholders. For those Subscription Rights which remained unexercised, upon the expiration of the Rights Offering after accounting for all Over-Subscription Rights exercised, the standby purchasers, led by Immersion, Outerbridge Capital Management, LLC (“Outerbridge”) and Selz Family 2011 Trust (“Selz”), collectively purchased the unexercised Subscription Rights at the Subscription Price (“Backstop Commitment”). We received approximately $12,900 in gross proceeds for the exercise of Subscription Rights not subscribed for by the Company’s stockholders. We paid Immersion and Selz approximately $2,850 and $350, respectively, comprised of commitment fees in consideration for the Backstop Commitment, and expense reimbursements for all out-of-pocket costs, fees and expenses incurred in connection with the transactions and we paid Outerbridge approximately $1,250 for expense reimbursements for all out-of-pocket costs, fees and expenses incurred in connection with the transactions. During the 26 weeks ended October 26, 2024, we incurred equity issuance costs totaling $9,524 related to the Rights Offering and Private Investment which are presented in additional paid in capital in the condensed consolidated balance sheet. The Rights Offering was offered to all existing stockholders at a Subscription Price that was less than the fair value of our Common Stock, as of such time, the weighted average shares outstanding and basic and diluted earnings (loss) per share were adjusted retroactively to reflect the bonus element of the Rights Offering for all periods presented by a factor of 5.03. Term Loan Credit Agreement Debt Conversion Upon closing of the Rights Offering on June 10, 2024, we converted, at the Subscription Price, all outstanding principal and any accrued and unpaid interest under the Term Loan Credit Agreement, totaling $34,000, into 6,674 shares of our Common Stock. We recognized a loss on extinguishment of debt of $55,233 in the condensed consolidated statement of operations in connection with Term Loan debt conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. Reverse Stock Split On June 11, 2024, we completed a reverse stock split of the Company’s outstanding shares of Common Stock at a ratio of 1-for-100 (the “Reverse Stock Split”), which was previously approved by stockholders at a special meeting held on June 5, 2024. In connection with the Reverse Stock Split, every 100 shares of the Common Stock issued and outstanding was converted into one share of the Company’s Common Stock. No change was made to the trading symbol for the Company’s shares of Common Stock, “BNED,” in connection with the Reverse Stock Split. The Reverse Stock Split was part of the Company’s plan to regain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on the NYSE. The Reverse Stock Split reduced the number of shares of the Company’s outstanding Common Stock from approximately 2,620,495,552 shares (as of the date June 11, 2024, when including issuances pursuant to the transactions) to approximately 26,204,956 shares, subject to adjustment for rounding. The Reverse Stock Split affected all issued and outstanding shares of Common Stock. All outstanding options and restricted stock units, and other securities entitling their holders to purchase or otherwise receive shares of Common Stock were adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity compensation plans was also appropriately adjusted. Following the Reverse Stock Split, the par value of the Common Stock will remain unchanged at $0.01 per share. The Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock. No fractional shares will be issued in connection with the reverse split; instead any fractional shares as a result of the Reverse Stock Split will be rounded up to the next whole number of post-split shares of Common Stock. At-the-Market Equity Offerings On September 19, 2024, we entered into an At-the-Market (“ATM”) sales agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), under which we sold our Common Stock from time to time through BTIG as its sales agent. BTIG sold an aggregate offering of up to $40,000 of our Common Stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We paid BTIG a commission of 2% of the gross sales proceeds of any Common Stock sold under the Sales Agreement. We were not obligated to make any sales of Common Stock under the Sales Agreement. During the 13 and 26 weeks ended October 26, 2024, we issued and sold 1,046,460 shares of our Common Stock under the Sales Agreement at a weighted-average price of $9.35 per share and received $9,590 in proceeds, net of commissions. For information regarding additional sales of shares of our Common Stock under the Sales Agreement, see Note 14. Subsequent Event . Earnings Per Share Basic EPS is computed based upon the weighted average number of common shares outstanding for the period. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the period plus the dilutive effect of Common Stock equivalents using the treasury stock method and the average market price of our Common Stock for the period. We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted Common Stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for Common Stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. During the 13 weeks ended October 26, 2024 and October 28, 2023, average shares of 59,329 and 31,497 were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive, respectively. During the 26 weeks ended October 26, 2024 and October 28, 2023, average shares of 68,832 and 34,538 were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive, respectively. The following is a reconciliation of the basic and diluted earnings per share calculation: 13 weeks ended 26 weeks ended (shares in thousands) October 26, 2024 October 28, 2023 October 26, 2024 October 28, 2023 Numerator for basic earnings per share: Net income (loss) from continuing operations $ 49,735 $ 24,854 $ (49,744) $ (25,117) Less allocation of earnings to participating securities (64) (3) — — Net income (loss) from continuing operations available to common shareholders 49,671 24,851 (49,744) (25,117) Loss from discontinued operations, net of tax — (674) — (1,091) Net income (loss) available to common shareholders $ 49,671 $ 24,177 $ (49,744) $ (26,208) Numerator for diluted earnings per share: Net income (loss) from continuing operations $ 49,671 $ 24,851 $ (49,744) $ (25,117) Allocation of earnings to participating securities 64 3 — — Less diluted allocation of earnings to participating securities (64) (3) — — Net income (loss) from continuing operations available to common shareholders 49,671 24,851 (49,744) (25,117) Loss from discontinued operations, net of tax — (674) — (1,091) Net income (loss) available to common shareholders $ 49,671 $ 24,177 $ (49,744) $ (26,208) Denominator for basic earnings per share: Basic weighted average shares of Common Stock 26,527 2,655 20,019 2,651 Denominator for diluted earnings per share: Basic weighted average shares of Common Stock 26,527 2,655 20,019 2,651 Average dilutive restricted stock units 15 — — — Average dilutive restricted shares — — — — Average dilutive stock options — — — — Diluted weighted average shares of Common Stock 26,542 2,655 20,019 2,651 Earnings (Loss) per share of Common Stock: Basic Continuing operations $ 1.87 $ 9.36 $ (2.48) $ (9.47) Discontinuing operations — (0.25) — (0.41) Total Basic Earnings per share $ 1.87 $ 9.11 $ (2.48) $ (9.88) Diluted Continuing operations $ 1.87 $ 9.36 $ (2.48) $ (9.47) Discontinuing operations — (0.25) — (0.41) Total Diluted Earnings per share $ 1.87 $ 9.11 $ (2.48) $ (9.88) |