United States securities and exchange commission logo
January 6, 2022
Thomas Donohue
Executive Vice President and Chief Financial Officer
Barnes & Noble Education, Inc.
120 Mountain View Blvd
Basking Ridge, NJ 07920
Re: Barnes & Noble
Education, Inc.
Form 10-K for the
Fiscal Year Ended May 1, 2021
Filed June 30, 2021
Form 10-Q for the
Interim Period Ended October 31, 2021
Filed November 30,
2021
File No. 001-37499
Dear Mr. Donohue:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended May 1, 2021
Non-GAAP Measures - Adjusted Earnings, Adjusted EBITDA and Free Cash
Flow
Adjusted EBITDA by segment, page 43
1. Please reconcile the
non-GAAP measure "Adjusted EBITDA by segment" to net loss, the
most directly
comparable GAAP financial measure pursuant to Item 10(e)(1)(i)(B) of
Regulation S-K.
Additionally, please disclose the reasons why management believes the
presentation of
"Adjusted EBITDA by segment" provides useful information to investors,
as well any additional
purposes for which the measure is used by management. See Items
10(e)(1)(i)(C) and (D)
of Regulation S-K.
Thomas Donohue
FirstName LastNameThomas Donohue
Barnes & Noble Education, Inc.
Comapany
January NameBarnes & Noble Education, Inc.
6, 2022
January
Page 2 6, 2022 Page 2
FirstName LastName
Free Cash Flow (non-GAAP), page 44
2. Please reconcile the non-GAAP measure "Free Cash Flow" to the GAAP
liquidity
measure cash flows from operating activities pursuant to Items
10(e)(1)(i)(A) and (B) of
Regulation S-K and the Compliance and Disclosure Interpretation on
Non-GAAP
Financial Measures, Question 102.07.
Consolidated Statements of Operations, page 57
3. Please revise your description of the cost of sales line item to
disclose it is exclusive of
depreciation shown separately below. See SAB Topic 11:B.
Form 10-Q for the Interim Period Ended October 30, 2021
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 27
4. Please tell us your consideration of identifying "Retail Gross
Comparable Store Sales" as
a metric pursuant to SEC Release 33-10751.
5. We note the growth in the number of colleges and universities
participating in your First
Day all-inclusive programs and the increase in revenue from First Day
programs of 80%
to $96 million in the interim period ended October 30, 2021. To the
extent material,
please explain and disclose the impact of the First Day programs on
your results of
operations, including revenues and gross margins, and on liquidity
from the preceding
period or quarter. Comply with this comment in future interim and
annual filings. Refer
to Item 303(c) of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at
202-551-
3307 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Trade & Services