BARNES & NOBLE EDUCATION, INC., 10-Q filed on 3/10/2025
Quarterly Report
v3.25.0.1
Document and Entity Information - shares
9 Months Ended
Jan. 25, 2025
Feb. 28, 2025
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
Entity Shell Company false  
Entity Registrant Name BARNES & NOBLE EDUCATION, INC.  
Entity Central Index Key 0001634117  
Current Fiscal Year End Date --05-03  
Entity Filer Category Non-accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business true  
Entity Common Stock, Shares Outstanding   34,053,847
Document Quarterly Report true  
Trading Symbol BNED  
Security Exchange Name NYSE  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Document Transition Report false  
Entity File Number 1-37499  
Local Phone Number 991-2665  
City Area Code (908)  
Entity Address, Postal Zip Code 07920  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 46-0599018  
Entity Address, State or Province NJ  
Entity Address, City or Town Basking Ridge,  
Entity Address, Address Line One 120 Mountain View Blvd.,  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Document Period End Date Jan. 25, 2025  
v3.25.0.1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Sales:        
Product sales and other $ 423,163 $ 415,375 $ 1,233,763 $ 1,237,723
Rental income 43,162 41,298 98,115 93,490
Total sales 466,325 456,673 1,331,878 1,331,213
Product and other cost of sales 344,616 332,728 996,133 991,695
Rental cost of sales 25,330 23,909 54,517 52,606
Total cost of sales 369,946 356,637 1,050,650 1,044,301
Gross profit 96,379 100,036 281,228 286,912
Selling and administrative expenses 71,561 79,756 211,524 243,193
Depreciation and amortization expense 7,814 10,148 29,401 30,576
Impairment loss (non-cash) 1,713 5,798 1,713 5,798
Loss on extinguishment of debt 0 0 55,233 0
Restructuring and other charges (7,568) 3,413 (4,100) 12,320
Operating income (loss) 22,859 921 (12,543) (4,975)
Interest expense, net 5,083 10,620 18,164 29,538
Income (loss) from continuing operations before income taxes 17,776 (9,699) (30,707) (34,513)
Income tax expense 10,664 229 11,925 532
Income (loss) from continuing operations 7,112 (9,928) (42,632) (35,045)
Income (loss) from discontinued operations, net of tax of $0, $0, $0, and $20, respectively 0 289 0 (802)
Net Income (loss) $ 7,112 $ (9,639) $ (42,632) $ (35,847)
Earnings (loss) per share of Common Stock:        
Earnings (loss) per share of Common Stock, Basic, Continuing operations (in dollars per share) $ 0.23 $ (3.71) $ (1.81) $ (13.18)
Earnings (loss) per share of Common Stock, Basic, Discontinued operations (in dollars per share) 0 0.11 0 (0.30)
Earnings (loss) per share of Common Stock, Basic, Total Basic Earnings (loss) per share (in dollars per share) 0.23 (3.60) (1.81) (13.48)
Earnings (loss) per share of Common Stock, Diluted, Continuing operations (in dollars per share) 0.23 (3.71) (1.81) (13.18)
Earnings (loss) per share of Common Stock, Diluted, Discontinued operations (in dollars per share) 0 0.11 0 (0.30)
Earnings (loss) per share of Common Stock, Diluted, Total Diluted Earnings (loss) per share (in dollars per share) $ 0.23 $ (3.60) $ (1.81) $ (13.48)
Weighted average common shares outstanding        
Weighted average common shares outstanding - Basic (in shares) 30,508 2,673 23,515 2,659
Weighted average common shares outstanding - Diluted (in shares) 30,662 2,673 23,515 2,659
v3.25.0.1
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 27, 2024
Income Statement [Abstract]      
Net tax effect of discontinued operations $ 0 $ 0 $ 20
v3.25.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jan. 25, 2025
Apr. 27, 2024
Jan. 27, 2024
Current assets:      
Cash and cash equivalents $ 9,185 $ 10,459 $ 8,123
Receivables, net 354,241 104,110 315,126
Merchandise inventories, net 326,825 344,037 341,544
Textbook rental inventories 41,033 32,992 44,521
Prepaid expenses and other current assets 26,729 39,158 54,337
Total current assets 758,013 530,756 763,651
Property and equipment, net 41,956 52,912 57,273
Operating lease right-of-use assets 180,710 202,522 220,238
Intangible assets, net 81,630 94,191 97,947
Deferred tax assets, net 1,055 0 0
Other noncurrent assets 24,217 24,703 12,488
Total assets 1,087,581 905,084 1,151,597
Current liabilities:      
Accounts payable 303,577 299,157 343,100
Accrued liabilities 130,069 77,441 156,874
Current operating lease liabilities 101,062 102,206 125,545
Short-term borrowings 0 0 224,067
Total current liabilities 534,708 478,804 849,586
Long-term deferred taxes, net 0 1,289 2,010
Long-term operating lease liabilities 121,835 142,193 155,226
Other long-term liabilities 6,521 15,882 17,451
Long-term borrowings 141,200 196,337 30,191
Total liabilities 804,264 834,505 1,054,464
Preferred stock, $0.01 par value; authorized, 5,000 shares; 0 shares issued and 0 shares outstanding 0 0 0
Common stock, $0.01 par value; authorized, 200,000, 2,000 and 2,000 shares, respectively; issued, 34,081, 558 and 558 shares, respectively; outstanding, 34,054, 531 and 532 shares, respectively 341 558 558
Additional paid-in capital 1,004,731 749,140 748,330
Accumulated deficit (699,199) (656,567) (629,203)
Treasury stock, at cost (22,556) (22,552) (22,552)
Total stockholders' equity 283,317 70,579 97,133
Total liabilities and stockholders' equity $ 1,087,581 $ 905,084 $ 1,151,597
v3.25.0.1
Condensed Consolidated Statements of Cash Flows
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
USD ($)
Jan. 25, 2025
USD ($)
Jan. 27, 2024
USD ($)
Statement of Cash Flows [Abstract]      
Net Income (loss) $ 7,112 $ (42,632) $ (35,847)
Less: Loss from discontinued operations, net of tax 0 0 (802)
Loss from continuing operations 7,112 (42,632) (35,045)
Depreciation and amortization expense 7,814 29,401 30,576
Amortization of deferred financing costs 915 4,248 8,380
Impairment loss (non-cash) 1,713 1,713 5,798
Loss on extinguishment of debt 0 55,233 0
Deferred taxes   (2,344) 171
Stock-based compensation expense   2,953 2,568
Non-cash interest expense (paid-in-kind)   0 1,750
Changes in operating lease right-of-use assets and liabilities   19 19,553
Changes in other long-term assets and liabilities, net   (6,006) (2,961)
Receivables   (250,131) (222,614)
Merchandise inventories, net   17,212 (18,565)
Textbook rental inventories   (8,041) (14,172)
Prepaid expenses and other current assets   1,232 2,436
Accounts payable and accrued liabilities   58,616 138,904
Changes in other operating assets and liabilities   (181,112) (114,011)
Net cash flows used in operating activities from continuing operations   (138,527) (83,221)
Net cash flows used in operating activities from discontinued operations   0 (3,650)
Net cash flow used in operating activities   (138,527) (86,871)
Purchases of property and equipment   (9,300) (11,459)
Net change in other noncurrent assets   792 78
Net cash flows used in investing activities from continuing operations   (8,508) (11,381)
Net cash flows provided by investing activities from discontinued operations   0 21,395
Net cash flow (used in) provided by investing activities   (8,508) 10,014
Proceeds from borrowings   667,355 454,459
Repayments of borrowings   (691,121) (384,545)
Proceeds from Private Equity Investment   50,000 0
Proceeds from Rights Offering   45,000 0
Proceeds from sales of Common Stock under ATM facility, net of commissions   78,450 0
Payment of equity issuance costs (22) (9,724) 0
Payment of deferred financing costs   (5,569) (9,845)
Purchase of treasury shares   (4) (176)
Proceeds from principal stockholder expense reimbursement   1,190 0
Payment of finance lease principal   (385) 0
Net cash flows provided by financing activities from continuing operations   135,192 59,893
Net cash flows provided by financing activities from discontinued operations   0 0
Net cash flows provided by financing activities   135,192 59,893
Net decrease in cash, cash equivalents and restricted cash   (11,843) (16,964)
Cash, cash equivalents and restricted cash at beginning of period   28,570 31,988
Cash, cash equivalents and restricted cash at end of period 16,727 16,727 15,024
Less: Cash, cash equivalents and restricted cash of discontinued operations at end of period 0 0 0
Cash, cash equivalents, and restricted cash of continuing operations at end of period $ 16,727 $ 16,727 $ 15,024
v3.25.0.1
Condensed Consolidated Statements of Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Treasury Stock
Private Equity Investment
Rights Offering
Term Loan debt conversion
Principal stockholder expense reimbursement
Proceeds from sales of Common Stock under ATM facility, net of commissions
Common Stock, beginning shares (in shares) at Apr. 29, 2023   551                
Equity, beginning balance at Apr. 29, 2023 $ 130,751 $ 551 $ 745,932 $ (593,356)            
Treasury Stock, beginning balance (in shares) at Apr. 29, 2023         26          
Treasury Stock, beginning balance at Apr. 29, 2023 (22,376)                  
Stock-based compensation expense 794   794              
Vested equity awards (in shares)   2                
Vested equity awards 0 $ 2 (2)              
Shares repurchased for tax withholdings for vested stock awards (in shares)         0          
Shares repurchased for tax withholdings for vested stock awards (98)                  
Shares repurchased for tax withholdings for vested stock awards (98)                  
Net income (loss) (50,388)     (50,388)            
Common Stock, ending shares (in shares) at Jul. 29, 2023   553                
Equity, ending balance at Jul. 29, 2023 81,059 $ 553 746,724 (643,744)            
Treasury Stock, ending balance (in shares) at Jul. 29, 2023         26          
Treasury Stock, ending balance at Jul. 29, 2023 (22,474)                  
Common Stock, beginning shares (in shares) at Apr. 29, 2023   551                
Equity, beginning balance at Apr. 29, 2023 130,751 $ 551 745,932 (593,356)            
Treasury Stock, beginning balance (in shares) at Apr. 29, 2023         26          
Treasury Stock, beginning balance at Apr. 29, 2023 (22,376)                  
Equity issuance costs 0                  
Net income (loss) $ (35,847)                  
Common Stock, ending shares (in shares) at Jan. 27, 2024 558 558                
Equity, ending balance at Jan. 27, 2024 $ 97,133 $ 558 748,330 (629,203)            
Treasury Stock, ending balance (in shares) at Jan. 27, 2024         27          
Treasury Stock, ending balance at Jan. 27, 2024 (22,552)                  
Common Stock, beginning shares (in shares) at Jul. 29, 2023   553                
Equity, beginning balance at Jul. 29, 2023 81,059 $ 553 746,724 (643,744)            
Treasury Stock, beginning balance (in shares) at Jul. 29, 2023         26          
Treasury Stock, beginning balance at Jul. 29, 2023 (22,474)                  
Stock-based compensation expense 799   799              
Vested equity awards (in shares)   5                
Vested equity awards 0 $ 5 (5)              
Shares repurchased for tax withholdings for vested stock awards (in shares)         1          
Shares repurchased for tax withholdings for vested stock awards (74)                  
Shares repurchased for tax withholdings for vested stock awards (74)                  
Net income (loss) 24,180     24,180            
Common Stock, ending shares (in shares) at Oct. 28, 2023   558                
Equity, ending balance at Oct. 28, 2023 105,964 $ 558 747,518 (619,564)            
Treasury Stock, ending balance (in shares) at Oct. 28, 2023         27          
Treasury Stock, ending balance at Oct. 28, 2023 (22,548)                  
Stock-based compensation expense 812   812              
Vested equity awards 0                  
Shares repurchased for tax withholdings for vested stock awards (4)                  
Shares repurchased for tax withholdings for vested stock awards (4)                  
Net income (loss) $ (9,639)     (9,639)            
Common Stock, ending shares (in shares) at Jan. 27, 2024 558 558                
Equity, ending balance at Jan. 27, 2024 $ 97,133 $ 558 748,330 (629,203)            
Treasury Stock, ending balance (in shares) at Jan. 27, 2024         27          
Treasury Stock, ending balance at Jan. 27, 2024 $ (22,552)                  
Common Stock, beginning shares (in shares) at Apr. 27, 2024 558 558                
Equity, beginning balance at Apr. 27, 2024 $ 70,579 $ 558 749,140 (656,567)            
Treasury Stock, beginning balance (in shares) at Apr. 27, 2024         27          
Treasury Stock, beginning balance at Apr. 27, 2024 (22,552)                  
Stock-based compensation expense (863)   (863)              
Vested equity awards (in shares)   3                
Vested equity awards 0 $ 0 0              
Shares repurchased for tax withholdings for vested stock awards (in shares)         0          
Shares repurchased for tax withholdings for vested stock awards (4)                  
Shares repurchased for tax withholdings for vested stock awards (4)                  
Stock Issued During Period, Shares, New Issues           10,000 9,000      
Common Stock, Value Issued           $ 100 $ 90 $ 67    
Equity issuance costs $ (9,524)                  
Term Loan debt conversion 6,674                  
Other Additional Capital           49,900 44,910 86,688 $ 1,940  
Other $ 553                  
Net income (loss) (99,479)     (99,479)            
Stock Issued During Period, Value, Other (553)         $ 50,000 45,000 $ 86,755 $ 1,940  
Other Comprehensive Income, Other, Net of Tax 0                  
Common Stock, ending shares (in shares) at Jul. 27, 2024   26,235                
Equity, ending balance at Jul. 27, 2024 144,404 $ 262 922,744 (756,046)            
Treasury Stock, ending balance (in shares) at Jul. 27, 2024         27          
Treasury Stock, ending balance at Jul. 27, 2024 $ (22,556)                  
Common Stock, beginning shares (in shares) at Apr. 27, 2024 558 558                
Equity, beginning balance at Apr. 27, 2024 $ 70,579 $ 558 749,140 (656,567)            
Treasury Stock, beginning balance (in shares) at Apr. 27, 2024         27          
Treasury Stock, beginning balance at Apr. 27, 2024 (22,552)                  
Equity issuance costs (9,724)           $ (9,524)      
Net income (loss) $ (42,632)                  
Common Stock, ending shares (in shares) at Jan. 25, 2025 34,081 34,081                
Equity, ending balance at Jan. 25, 2025 $ 283,317 $ 341 1,004,731 (699,199)            
Treasury Stock, ending balance (in shares) at Jan. 25, 2025         27          
Treasury Stock, ending balance at Jan. 25, 2025 (22,556)                  
Common Stock, beginning shares (in shares) at Jul. 27, 2024   26,235                
Equity, beginning balance at Jul. 27, 2024 144,404 $ 262 922,744 (756,046)            
Treasury Stock, beginning balance (in shares) at Jul. 27, 2024         27          
Treasury Stock, beginning balance at Jul. 27, 2024 (22,556)                  
Stock-based compensation expense 1,255   1,255              
Stock Issued During Period, Shares, New Issues                   1,047
Common Stock, Value Issued                   $ 11
Equity issuance costs (178)                  
Other Additional Capital                   9,579
Net income (loss) 49,735     49,735            
Stock Issued During Period, Value, Other                   $ 9,590
Common Stock, ending shares (in shares) at Oct. 26, 2024   27,313                
Equity, ending balance at Oct. 26, 2024 204,806 $ 273 933,400 (706,311)            
Treasury Stock, ending balance (in shares) at Oct. 26, 2024         27          
Treasury Stock, ending balance at Oct. 26, 2024 (22,556)                  
Stock-based compensation expense 2,561   2,561              
Vested equity awards (in shares)   31                
Vested equity awards 0 $ 0 0              
Stock Issued During Period, Shares, New Issues                   6,768
Common Stock, Value Issued                   $ 68
Equity issuance costs (22)                  
Other Additional Capital                   68,792
Net income (loss) $ 7,112     7,112            
Stock Issued During Period, Value, Other                   $ 68,860
Common Stock, ending shares (in shares) at Jan. 25, 2025 34,081 34,081                
Equity, ending balance at Jan. 25, 2025 $ 283,317 $ 341 $ 1,004,731 $ (699,199)            
Treasury Stock, ending balance (in shares) at Jan. 25, 2025         27          
Treasury Stock, ending balance at Jan. 25, 2025 $ (22,556)                  
v3.25.0.1
Organization
9 Months Ended
Jan. 25, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization Organization
Description of Business
Barnes & Noble Education, Inc. (“BNED”) is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. We are also a textbook wholesaler, and bookstore management hardware and software provider. We operate 1,164 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.
We provide product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. We offer our BNC First Day® affordable access course material programs, consisting of First Day Complete and First Day, which provide faculty-required course materials to students on or before the first day of class.
First Day Complete is adopted by an institution and includes all or the majority of undergraduate classes (and on occasion graduate classes), providing students with both physical and digital materials. In addition to providing numerous benefits to students, faculty and administrators, the First Day Complete model drives substantially greater unit sales and sell-through for the bookstore.
First Day is adopted by a faculty member for a single course, and students receive primarily digital course materials through their school's learning management system (“LMS”).
The Barnes & Noble brand (licensed from our former parent) along with our subsidiary brands, BNC and MBS, are synonymous with innovation in bookselling and campus retailing in the United States. Our large college footprint, reputation, and credibility in the marketplace not only support our marketing efforts to universities, students, and faculty, but are also important to our relationship with leading educational publishers who rely on us as one of their primary distribution channels.
v3.25.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jan. 25, 2025
Apr. 27, 2024
Jan. 27, 2024
Statement of Financial Position [Abstract]      
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0 0
Preferred stock, shares outstanding (in shares) 0 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 200,000,000 2,000,000 2,000,000
Common stock, shares issued (in shares) 34,081,000 558,000 558,000
Common stock, shares outstanding (in shares) 34,054,000 532,000 531,000
v3.25.0.1
Summary of Significant Accounting Policies
9 Months Ended
Jan. 25, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
Our condensed consolidated financial statements reflect our condensed consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). Net income (loss) is equal to comprehensive income (loss) on our condensed consolidated statements of operations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly its consolidated financial position and the results of its operations and cash flows for the periods reported. These consolidated financial statements are condensed and therefore do not include all of the information and footnotes required by GAAP. All material intercompany accounts and transactions have been eliminated in consolidation.
Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. Due to the seasonal nature of the business, the results of operations for the 13 and 39 weeks ended January 25, 2025 are not indicative of the results expected for the 53 weeks ending May 3, 2025 (“Fiscal 2025”).
Seasonality
Our business is highly seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and
operating profit realized during the second and third fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the first and fourth fiscal quarters. Our quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, as well as shifts in our fiscal calendar dates.
As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the customer accesses the digital content compared to: (i) the rental of a physical textbook where revenue is recognized over the rental period, and (ii) ala carte courseware sales where revenue is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. See Revenue Recognition and Deferred Revenue discussion below.
These shifts in timing may affect the comparability of our results across periods. Sales attributable to our wholesale business are generally highest in our first, second and third quarters, as it sells textbooks and other course materials for retail distribution. See Revenue Recognition and Deferred Revenue discussion below.
Use of Estimates
In preparing financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Discontinued Operations
On May 31, 2023, we completed the sale of assets related to our former Digital Student Solutions (“DSS”) segment, which met the criteria for classification as Assets Held for Sale and Discontinued Operations. The results of operations related to the DSS Segment for Fiscal 2024 are included in the condensed consolidated statements of operations as “Income (loss) from discontinued operations, net of tax.” The cash flows of our former DSS segment are also presented separately in our condensed consolidated statements of cash flows.
13 weeks ended39 weeks ended
January 27, 2024January 27, 2024
Total sales$— $2,784 
Cost of sales— 76 
Gross profit— 2,708 
Selling and administrative expenses177 3,101 
Depreciation and amortization— 
Gain on sale of business(477)(3,545)
Impairment loss (non-cash)— 610 
Restructuring costs11 3,308 
Transaction costs— 13 
Operating loss289 (782)
Income tax expense— 20 
Income (loss) from discontinued operations, net of tax$289 $(802)
Restricted Cash
As of January 25, 2025, January 27, 2024, and April 27, 2024, we had restricted cash of $7,542, $6,901, and $18,111, respectively, comprised of $5,199, $5,948, and $17,146, respectively, in prepaid and other current assets in the condensed consolidated balance sheets related to segregated funds for commission due to Fanatics Lids College, Inc. D/B.A “Lids” for logo merchandise sales as per the Lids service provider merchandising agreement, and $2,343, $953, and $965, respectively, in other noncurrent assets in the condensed consolidated balance sheets related to amounts held in trust for future distributions related to employee benefit plans.
Merchandise Inventories
Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally
the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory are based on our history of liquidating non-returnable inventory, which includes certain significant assumptions, including markdowns, sales below cost, inventory aging and expected demand.
Cost is determined primarily by the retail inventory method for our physical bookstore inventory. Our fulfillment inventory and trade book inventory are valued using the LIFO method and the related reserve was not material to the recorded amount of our inventories. There were no LIFO adjustments during the 39 weeks ended January 25, 2025 and January 27, 2024.
For our physical bookstores, we also estimate and accrue shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends.
The physical bookstores fulfillment order is directed first to our wholesale operations before other sources of inventory are utilized. The products that we sell originate from a wide variety of domestic and international vendors. After internal sourcing, the bookstore purchases textbooks from outside suppliers and publishers.
Textbook Rental Inventories
Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period. The related amortization expense is included in cost of sales. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost.
Leases
We recognize lease assets and lease liabilities on the condensed consolidated balance sheets for all operating lease arrangements based on the present value of future lease payments as required by Accounting Standards Codification (“ASC”) Topic 842, Leases. We do not recognize lease assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less). We recognize lease expense on a straight-line basis over the lease term for contracts with fixed lease payments, including those with fixed annual minimums, or over a rolling twelve-month period for leases where the annual guarantee resets at the start of each contract year, in order to best reflect the pattern of usage of the underlying leased asset. We recognize lease expense related to our college and university contracts as cost of sales in our condensed consolidated statements of operations and we recognize lease expense related to our various office spaces as selling and administrative expenses in our condensed consolidated statements of operations. For additional information, see Note 8. Leases.
Revenue Recognition and Deferred Revenue
Product sales and rentals
The majority of our revenue is derived from the sale of products through our bookstore locations, including virtual bookstores, and our bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of our products is recognized at the point in time when control of the products is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for the products. For additional information, see Note 3. Revenue.
Product sales is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. Product sales from our wholesale operations is recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer. Additional revenue is recognized for shipping charges billed to customers and shipping costs are accounted for as fulfillment costs within cost of sales.
Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product sales in our condensed consolidated financial statements. A software feature is embedded within the content of our digital textbooks, such that upon expiration of the term the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, our performance obligation is complete.
Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income
in our condensed consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. We offer a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so. We record the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, we accelerate any remaining deferred rental revenue at the point of sale.
Revenue recognized for our BNC First Day® offerings is consistent with our policies outlined above for product, digital and rental sales, net of an anticipated opt-out or return provision. Given the growth of BNC First Day® programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.
We estimate returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded.
For sales and rentals involving third-party products, we evaluate whether we are acting as a principal or an agent. Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether we control the specified goods or services prior to transferring them to the customer including whether we have the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where we are the principal, we record revenue on a gross basis, and for those transactions where we are an agent to a third-party, we record revenue on a net basis.
As the logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics Retail Group Fulfillment, LLC (“Fanatics”, collectively, F/L Relationship), we recognize commission revenue earned for these sales on a net basis in our condensed consolidated financial statements.
We do not have gift card or customer loyalty programs. We do not treat any promotional offers as expenses. Sales tax collected from our customers is excluded from reported revenues. Our payment terms are generally 30 days and do not extend beyond one year.
Service and other revenue
Service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within our physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, and revenue from other programs. Brand marketing agreements often include multiple performance obligations which are individually negotiated with our customers. For these arrangements that contain distinct performance obligations, we allocate the transaction price based on the relative standalone selling price method by comparing the standalone selling price (SSP) of each distinct performance obligation to the total value of the contract. The revenue is recognized as each performance obligation is satisfied, typically at a point in time for brand marketing service and over time for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions.
Cost of Sales
Our cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, content development cost amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses.
Selling and Administrative Expenses
Our selling and administrative expenses consist primarily of store payroll and store operating expenses. Selling and administrative expenses also include long-term incentive plan compensation expense and general office expenses, such as merchandising, procurement, field support, finance and accounting, and shared-service costs such as human resources, legal, treasury, information technology, and various other corporate level expenses and other governance functions.
Income Taxes
The provision for income taxes includes federal, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities. The deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We regularly review deferred tax assets for recoverability and establish a valuation allowance, if determined to be necessary.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendments require an entity: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities included in each relevant expense caption; (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and an entity’s definition of selling expenses. This ASU, which can be applied either prospectively or retrospectively, is effective for annual and interim periods beginning after December 15, 2026 (our Fiscal 2028), with early adoption permitted. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve annual income tax disclosure requirements, primarily to (1) disclose specific categories in the rate reconciliation (2) provide additional information for reconciling items that meet a quantitative threshold, and (3) enhance cash tax payment disclosures. This ASU, which can be applied either prospectively or retrospectively, is effective for annual periods beginning after December 15, 2024 (our Fiscal 2026), with early adoption permitted. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for the Company for the annual report for the fiscal year ending May 3, 2025 and subsequent interim periods. Early adoption is permitted, and retrospective adoption is required for all prior periods presented. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
v3.25.0.1
Revenue
9 Months Ended
Jan. 25, 2025
Revenue from Contract with Customer [Abstract]  
Revenue Revenue
Revenue from sales of our products and services is recognized either at the point in time when control of the products is transferred to our customers or over time as services are provided in an amount that reflects the consideration we expect to be entitled to in exchange for the products or services. See Note 2. Summary of Significant Accounting Policies for additional information related to our revenue recognition policies. The following table disaggregates the revenue associated with our major product and service offerings:
13 weeks ended39 weeks ended
January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Product and Other Sales
Course Materials Product Sales $328,073 $317,571 $975,499 $962,272 
General Merchandise Product Sales (a)
71,608 72,464 183,981 193,617 
Service and Other Revenue (b)
23,482 25,340 74,283 81,834 
Product and Other Sales sub-total423,163 415,375 1,233,763 1,237,723 
Course Materials Rental Income43,162 41,298 98,115 93,490 
Total Sales$466,325 $456,673 $1,331,878 $1,331,213 
(a)Logo general merchandise sales are recognized on a net basis as commission revenue in the condensed consolidated financial statements.
(b)Service and other revenue primarily relates to brand partnership marketing and other service revenues.
Contract Assets and Liabilities
Accounts receivables were $354,241, $315,126, $104,110 and $92,512 as of January 25, 2025, January 27, 2024, April 27, 2024 and April 29, 2023, respectively.
Contract liabilities represent an obligation to transfer goods or services to a customer for which we have received consideration and consists of our deferred revenue liability (deferred revenue). Deferred revenue consists of the following:
advanced payments from customers related to textbook rental performance obligations, which are recognized ratably over the terms of the related rental period;
unsatisfied performance obligations associated with brand partnership marketing services, which are recognized when the contracted services are provided to our brand partnership marketing customers; and
unsatisfied performance obligations associated with the premium paid for the sale of treasury shares, which are expected to be recognized over the term of the e-commerce and merchandising contracts for Fanatics and Lids, respectively.
The following table presents changes in deferred revenue associated with our contract liabilities:
39 weeks ended
January 25, 2025January 27, 2024
Deferred revenue at the beginning of period$14,892 $15,356 
Additions to deferred revenue during the period161,675 159,888 
Reductions to deferred revenue for revenue recognized during the period(123,600)(122,449)
Deferred revenue balance at the end of period:$52,967 $52,795 
Balance Sheet classification:
Accrued liabilities$49,707 $49,074 
Other long-term liabilities3,260 3,721 
Deferred revenue balance at the end of period:$52,967 $52,795 
v3.25.0.1
Segment Reporting
9 Months Ended
Jan. 25, 2025
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
We identify our segments in accordance with the way our business is managed. During the 26 weeks ended October 26, 2024, management determined that a realignment of the Company's operating and reporting segments was necessary to better reflect the operations of the organization. With the recent change in Chief Executive Officer and June milestone financing transactions, we have streamlined operations to focus on a centralized management structure to support company-wide procurement, marketing and selling, delivery and customer service. Given the change in how the overall business is managed and how the current Chief Executive Officer (the current Chief Operating Decision Maker ("CODM")) assesses performance and allocates resources, we combined the operating results of the prior two segments, Retail and Wholesale, into one operating and reporting segment. Prior period disclosures have been restated to reflect the change to one segment.
Our international operations are not material, and the majority of the revenue and total assets are within the United States.
v3.25.0.1
Equity and Earnings Per Share
9 Months Ended
Jan. 25, 2025
Earnings Per Share [Abstract]  
Net Earnings (Loss) Per Share Equity and Earnings Per Share
Equity
During the 13 and 39 weeks ended January 25, 2025, we did not repurchase shares of our Common Stock under the stock repurchase program and, as of January 25, 2025, approximately $26,669 remains available under the stock repurchase program.
During the 13 and 39 weeks ended January 25, 2025, 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 (as defined below) 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 39 weeks ended January 25, 2025, 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 (as defined below) , totaling $34,000, into 6,674 shares of our Common Stock (the "Term Loan Debt Conversion"). We recognized a loss on extinguishment of debt of $55,233 in the condensed consolidated statement of operations in connection with the 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 "September ATM Sales Agreement") with BTIG, LLC ("BTIG") under which we sold our Common Stock from time to time through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million oof 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 September ATM Sales Agreement. We were not obligated to make any sales of Common Stock under the September ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the September ATM Sales Agreement, at a weighted-average price of $10.06 per share and received $39.2 million in proceeds, net of commissions.
On December 20, 2024, we entered into an additional ATM sales agreement with BTIG (the "December ATM Sales Agreement"), under which we sold our Common Stock through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million 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 December ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the December ATM Sales Agreement, at a weighted-average price of
$10.42 per share and received $39.2 million in proceeds, net of commissions.
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 January 25, 2025 and January 27, 2024, average shares of 8,456 and 30,094 were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive, respectively. During the 39 weeks ended January 25, 2025 and January 27, 2024, average shares of 333,770 and 33,057 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 ended39 weeks ended
(shares in thousands)January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Numerator for basic earnings per share:
Net income (loss) from continuing operations
$7,112 $(9,928)$(42,632)$(35,045)
Less allocation of earnings to participating securities(19)— — — 
Net income (loss) from continuing operations available to common shareholders7,093 (9,928)(42,632)(35,045)
Income (loss) from discontinued operations, net of tax
— 289 — (802)
Net income (loss) available to common shareholders
$7,093 $(9,639)$(42,632)$(35,847)
Numerator for diluted earnings per share:
Net income (loss) from continuing operations
$7,093 $(9,928)$(42,632)$(35,045)
Allocation of earnings to participating securities19 — — — 
Less diluted allocation of earnings to participating securities(19)— — — 
Net income (loss) from continuing operations available to common shareholders
7,093 (9,928)(42,632)(35,045)
Income (loss) from discontinued operations, net of tax
— 289 — (802)
Net income (loss) available to common shareholders
$7,093 $(9,639)$(42,632)$(35,847)
Denominator for basic earnings per share:
Basic weighted average shares of Common Stock30,508 2,673 23,515 2,659 
Denominator for diluted earnings per share:
Basic weighted average shares of Common Stock30,508 2,673 23,515 2,659 
Average dilutive restricted stock units14 — — — 
Average dilutive restricted shares19 — — — 
Average dilutive performance share units
121 
Average dilutive stock options— — — — 
Diluted weighted average shares of Common Stock30,662 2,673 23,515 2,659 
Earnings (Loss) per share of Common Stock:
Basic
Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
Discontinuing operations— 0.11 — (0.30)
Total Basic Earnings per share$0.23 $(3.60)$(1.81)$(13.48)
Diluted
Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
Discontinuing operations— 0.11 — (0.30)
Total Diluted Earnings per share$0.23 $(3.60)$(1.81)$(13.48)
v3.25.0.1
Fair Value Measurements
9 Months Ended
Jan. 25, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
In accordance with ASC No. 820, Fair Value Measurements and Disclosures, the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A
liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor.
Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1—Observable inputs that reflect quoted prices in active markets
Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3—Unobservable inputs in which little or no market data exists, therefore requiring us to develop our own assumptions
Our financial instruments include cash and cash equivalents, receivables, accrued liabilities and accounts payable. The fair value of cash and cash equivalents, receivables, accrued liabilities and accounts payable approximates their carrying values because of the short-term nature of these instruments, which are all considered Level 1. The fair value of long-term debt approximates its carrying value.
Non-Financial Assets and Liabilities
Our non-financial assets include property and equipment, operating lease right-of-use assets, and intangible assets. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets.
v3.25.0.1
Debt
9 Months Ended
Jan. 25, 2025
Debt Disclosure [Abstract]  
Debt
Note 7. Debt
As of
Maturity Date
January 25, 2025January 27, 2024April 27, 2024
Credit FacilityJune 9, 2028$141,200 $224,067 $164,947 
Term Loan— 31,750 32,653 
sub-total141,200 255,817 197,600 
Less: Deferred financing costs, Term Loan (a)
— (1,559)(1,263)
Total debt$141,200 $254,258 $196,337 
Balance Sheet classification:
Short-term borrowings$— $224,067 $— 
Long-term borrowings$141,200 $30,191 $196,337 
Total debt$141,200 $254,258 $196,337 
(a) For additional information on Credit Facility and Term Loan deferred financing costs, see Deferred Financing Costs below.
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.
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 the $45,000 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 Note 5. Equity and Earnings Per Share.          
Our existing Term Loan (as defined below) lenders, TopLids and VitalSource, converted approximately $34,000 of outstanding principal and any accrued and unpaid interest into our Common Stock. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. See Note 5. Equity and Earnings Per Share.     
We refinanced our Credit Facility (defined below) providing access to a $325,000 facility maturing in 2028. The refinanced Credit Facility will enhance our financial flexibility and reduce our annual interest expense. See discussion below.
Credit Facility
As of January 25, 2025, we are party to a credit agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto, originally entered into on August 3, 2015 (the "Credit Agreement"). Between March 2019 and April 2024, the Credit Agreement undergone multiple amendments. On June 10, 2024 (the “Closing Date”), the Credit Agreement was amended and restated (as amended and restated, the "A&R Credit Agreement"). Under the Credit Agreement, the lenders originally committed to provide us with an asset-backed revolving credit facility in an aggregate principal amount of $400,000 (the “Credit Facility”), which was reduced to $380,000 by the April 2024 amendment.
Under the A&R Credit Agreement, on the Closing Date, we restructured the Credit Facility to provide an aggregate committed principal amount to up to $325,000 and extended the maturity of the Credit Facility by four years to June 9, 2028. Proceeds from the Credit Facility are and will be used for general corporate purposes, including seasonal working capital needs. The Company has interest-only obligations under the Credit Facility until the maturity date, at which time the total principal outstanding is due and payable.
Interest under the Credit Facility accrues, at the election of the Company, either (x) based on the Secured Overnight Financing Rate (“SOFR”), which is subject to a floor of 2.50% per annum, plus a spread of 3.50% per annum or (y) at an alternate base rate, which is subject to a floor of 3.50% per annum, plus a spread of 2.50% per annum, provided that, in the event the Company meets certain financial metrics for a consecutive six-month period beginning and ending after the one-year anniversary of the Closing Date, the foregoing spreads shall be reduced by 0.25% per annum.
The A&R Credit Agreement contains customary negative covenants that limit the Company’s ability to incur or assume additional indebtedness, grant or permit liens, make investments, make Restricted Payments (as defined in the A&R Credit Agreement) and other specified payments, merge with other entities, dispose of or acquire assets, or engage in transactions with affiliates, among other things. Additionally, the A&R Credit Agreement includes the following financial maintenance covenants:         
following the date that is six months following the Closing Date, the Company is required to maintain a minimum Availability (as defined in the A&R Credit Agreement) of (x) $25,000 for the first thirty (30) months after the Closing Date and (y) $30,000 after the date that is thirty (30) months after the Closing Date;         
commencing with the month ending on or about May 31, 2025, the Company is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of not less than 1.10 to 1.00, which will be tested monthly on the last day of each fiscal month for the trailing 12-month period; and              
commencing with the quarter ending on or about October 31, 2024, the Company is required to maintain a minimum Consolidated EBITDA (as defined in the A&R Credit Agreement), which will be tested quarterly on the last day of each fiscal quarter for (a) the trailing six-month period for the first test date, (b) the trailing nine-month period of the second test date and (c) for the trailing 12-month period thereafter.
The A&R Credit Agreement contains customary events of default, including for non-payment of obligations owing under the Credit Facility, material breaches of representations and warranties, failure to perform or observe covenants, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business. The A&R Credit Agreement also contains customary affirmative covenants and representations and warranties.
The Credit Facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the Credit Facility. This is considered an all-assets lien (inclusive of proceeds from tax refunds payable to the Company and a pledge of equity from subsidiaries, exclusive of real estate).
In connection with the Credit Facility, the 1.00% fee payable in connection with the eighth amendment to the Credit Facility (prior to its having been amended and restated), 50% was paid on September 2, 2024 and 50% is due and payable on June 10, 2025.
As of January 25, 2025, and through the date of this filing, we believe we were in compliance with the covenants under the A&R Credit Agreement.
During the 39 weeks ended January 25, 2025, we borrowed $667,355 and repaid $691,121 under the Credit Facility, and had outstanding borrowings of $141,200 as of January 25, 2025. During the 39 weeks ended January 27, 2024, we borrowed $454,459 and repaid $384,545 under the Credit Facility, and had outstanding borrowings of $224,067 as of January 27, 2024. As of January 25, 2025 and January 27, 2024, we have issued $575 and $3,575, respectively, in letters of credit under the Credit Facility.
Term Loan
On June 7, 2022, we entered into a Term Loan Credit Agreement with TopLids and Vital Fundco (the "Term Loan"). The Term Loan provided for term loans in an amount equal to $30,000 and matured on April 7, 2025. The proceeds of the Term Loans were being used to finance working capital, and to pay fees and expenses related to the Term Loan.
On June 10, 2024, our existing Term Loan lenders converted approximately $34,000 of outstanding principal and accrued and unpaid interest into our Common Stock, resulting in financing noncash flow activity totaling $86,755. We recognized a loss on extinguishment of debt of $55,233 in the condensed consolidated statement of operations in connection with the Term Loan debt conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan Debt Conversion, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. See Note 5. Equity and Earnings Per Share.     
Deferred Financing Costs
The debt issuance costs have been deferred and are presented as noted below in the condensed consolidated balance sheets, and are subsequently amortized ratably over the term of respective debt.
As of
Balance Sheet Location
Maturity Date/
Amortization Term
January 25, 2025January 27, 2024April 27, 2024
Credit Facility - Prepaid and Other Current Assets
June 9, 2028$— $14,570 $— 
Credit Facility - Other noncurrent assets
12,512 — 12,897 
Credit Facility - sub-total
12,512 14,570 12,897 
Term Loan - Contra Debt
— 1,559 1,263 
Total deferred financing costs
$12,512 $16,129 $14,160 
Interest Expense
The following table disaggregates interest expense for the 13 and 26 week periods:
13 weeks ended39 weeks ended
January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Interest Incurred
Credit Facility$4,179 $5,747 $13,797 $18,286 
Term Loan— 907 453 3,074 
Total Interest Incurred$4,179 $6,654 $14,250 $21,360 
Amortization of Deferred Financing Costs
Credit Facility$915 $3,662 $4,098 $7,456 
Term Loan— 312 150 924 
Total Amortization of Deferred Financing Costs$915 $3,974 $4,248 $8,380 
Interest Income, net of expense$(11)$(8)$(334)$(202)
Total Interest Expense$5,083 $10,620 $18,164 $29,538 
Cash interest paid during the 13 weeks ended January 25, 2025 and January 27, 2024 was $4,633 and $5,668, respectively, and cash interest paid during the 39 weeks ended January 25, 2025 and January 27, 2024 was $14,499 and $19,640, respectively.
v3.25.0.1
Leases
9 Months Ended
Jan. 25, 2025
Leases [Abstract]  
Leases Leases
We recognize lease assets and lease liabilities on the condensed consolidated balance sheets for substantially all lease arrangements as required by FASB ASC 842, Leases (Topic 842). Our portfolio of leases consists of operating leases comprised of operations agreements which grant us the right to operate on-campus bookstores at colleges and universities; real estate leases for office and warehouse operations; and vehicle leases. We do not have finance leases or short-term leases (i.e., those with a term of twelve months or less).
We recognize a right of use (“ROU”) asset and lease liability in our condensed consolidated balance sheets for leases with a term greater than twelve months. Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. Our lease terms generally range from one year to fifteen years and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year.
Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: i) a percentage of revenues or sales arising at the relevant premises (“variable commissions”), and/or ii) operating expenses, such as common area charges, real estate taxes and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, we recognize lease expense on a straight-line basis over the lease term or over the contract year in order to best reflect the pattern of usage of the underlying leased asset and our minimum obligations arising from these types of leases. Our lease agreements do not contain any material residual value guarantees, material restrictions or covenants.
We used our incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable. We utilized an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later.
We recognized lease expense related to our college and university contracts as cost of sales in our condensed consolidated statements of operations as follows:
13 weeks ended39 weeks ended
January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Variable lease expense$19,241 $18,679 $58,084 $56,039 
Operating lease expense33,618 33,830 98,826 103,314 
Net lease expense$52,859 $52,509 $156,910 $159,353 
The following table summarizes our minimum fixed lease obligations, excluding variable commissions:
As of January 25, 2025
Remainder of Fiscal 2025
$75,208 
Fiscal 2026
43,935 
Fiscal 2027
34,016 
Fiscal 2028
28,602 
Fiscal 2029
25,523 
Thereafter37,931 
Total lease payments245,215 
Less: imputed interest(22,318)
Operating lease liabilities at period end$222,897 
Future lease payment obligations related to leases that were entered into, but did not commence as of January 25, 2025, were not material.
The following summarizes additional information related to our operating leases:
As of
January 25, 2025January 27, 2024
Weighted average remaining lease term (in years)4.2 years4.4 years
Weighted average discount rate4.9 %4.4 %
Supplemental cash flow information:
Cash payments for lease liabilities within operating activities$98,883 $85,880 
Right-of-use assets obtained in exchange for lease liabilities from initial recognition$72,356 $78,446 
v3.25.0.1
Supplementary Information
9 Months Ended
Jan. 25, 2025
Restructuring and Related Activities [Abstract]  
Supplementary Information Supplementary Information
Restructuring and other charges
During the 13 and 39 weeks ended January 25, 2025, we recognized restructuring and other charges totaling $(7,568) and $(4,100), respectively, comprised primarily of $(11) and $2,061, respectively, related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives; $0 and $1,963, respectively, of severance primarily related to the resignation of our former Chief Executive Officer on June 11, 2024,$(1,789) of which is included in accrued liabilities in the condensed consolidated balance sheet as of January 25, 2025; $64 and $884, respectively, for legal and advisory professional service costs for restructuring and process improvements and other charges; and $(7,620) and $(9,007), respectively, related to the termination of liabilities related to a frozen retirement benefit plan (non-cash). We recognized an increase to additional paid in capital on the condensed consolidated balance sheet for the reimbursement of the former Chief Executive Officer severance from VitalSource (a principal stockholder) as part of the June 10, 2024 financing transactions.
During the 13 and 39 weeks ended January 27, 2024, we recognized restructuring and other charges totaling $3,413 and $12,320, respectively, comprised primarily of $3,413 and $11,240, respectively, of professional service costs for restructuring and process improvements, and $0 and $1,080, respectively, of severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives.
v3.25.0.1
Long-Term Incentive Plan Compensation Expense
9 Months Ended
Jan. 25, 2025
Share-Based Payment Arrangement [Abstract]  
Long-Term Incentive Plan Compensation Expense Long-Term Incentive Plan Compensation Expense
We recognize compensation expense for restricted stock awards ratably over the requisite service period of the award, which is generally three years. We recognize compensation expense for these awards based on the number of awards expected to vest. We calculate the fair value of these awards based on the closing stock price on the date the award was granted. For those awards with market conditions, we have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.
During the 39 weeks ended January 25, 2025, we granted the following awards under the Equity Incentive Plan:
On June 18, 2024, we granted 7,441 restricted stock units ("RSUs") and 29,764 restricted stock awards ("RSAs") to Board of Director members. The restricted stock awards vested on September 18, 2024.
On September 20, 2024, we granted 61,290 RSUs and 81,720 RSAs to Board of Director members. The RSUs vest on the earlier of one year from the date of grant or the next annual meeting of stockholders.
On September 20, 2024, we granted 1,533,250 performance share units ("PSUs") to employees that include both a service condition and market condition in order for PSUs to vest. The PSUs vest upon our Common Stock achieving a specified price per share (measured using a 100-day average volume weighted average price ("VWAP")) for each of three tranches and continued employment through a specified date. There is a period of seven years from the grant date in order to achieve the specific target share price. We have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected PSU term. Volatility is based on the historical volatility of the
Company’s Common Stock over a period of time corresponding to the expected PSU term.

PSU Tranche #1PSU Tranche #2PSU Tranche #3
Performance Milestone (VWAP)$10.00 $15.00 $20.00 
Valuation method utilizedMonte CarloMonte CarloMonte Carlo
Risk-free interest rate3.53 %3.53 %3.53 %
Company volatility120 %120 %120 %
Derived service period1.0 year2.0 years3.0 years
Grant date fair value per award$9.74 $9.62 $9.46 
We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows:
13 weeks ended39 weeks ended
January 25,
2025
January 27,
2024
January 25,
2025
January 27,
2024
Stock-based awards
Restricted stock expense$200 $— $467 $11 
Restricted stock units expense 185 512 417 1,528 
Performance share units expense 2,147 — 2,895 — 
Stock option expense29 300 (826)1,029 
Sub-total stock-based awards:$2,561 $812 $2,953 $2,568 
Cash settled awards
Phantom share units expense$— $$(4)$(128)
Total compensation expense for long-term incentive awards$2,561 $813 $2,949 $2,440 
The negative long-term incentive plan is primarily due to forfeitures of $1,562 resulting from the resignation of our former Chief Executive Officer on June 11, 2024.
Total unrecognized compensation cost related to unvested awards as of January 25, 2025 was $12,342 and is expected to be recognized over a weighted-average period of 1.6 years.
v3.25.0.1
Employees Benefit Plan
9 Months Ended
Jan. 25, 2025
Retirement Benefits [Abstract]  
Employees' Defined Contribution Plan Employee Benefit Plans
We sponsor defined contribution plans for the benefit of substantially all of the employees of BNC. MBS maintains a profit sharing plan covering substantially all full-time employees of MBS. For all plans, we are responsible to fund the employer contributions directly. Total employee benefit expense for these plans was $0 during the 13 weeks ended January 25, 2025 and January 27, 2024. Total employee benefit expense for these plans was $0 and $1,687 during the 39 weeks ended January 25, 2025 and January 27, 2024, respectively. Commencing in September 2023, we revised the 401(k)-retirement savings plan to an annual end of plan year discretionary match, in lieu of the current pay period match.
v3.25.0.1
Income Taxes
9 Months Ended
Jan. 25, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
We recorded an income tax expense of $10,664 on pre-tax income of $17,776 during the 13 weeks ended January 25, 2025, which represented an effective income tax rate of 60.0% and an income tax expense of $229 on pre-tax income of $(9,699) during the 13 weeks ended January 27, 2024, which represented an effective income tax rate of (2.4)%. We recorded an income tax expense of $11,925 on pre-tax loss of $(30,707) during the 39 weeks ended January 25, 2025, which represented an effective income tax rate of (38.8)% and an income tax expense of $532 on pre-tax loss of $(34,513) during the 39 weeks ended January 27, 2024, which represented an effective income tax rate of (1.5)%. The effective tax rate for the 13 weeks ended January 25, 2025 is higher than the prior year comparable period due to the Internal Revenue Code (IRC) 382 limitation on attribute utilization, offset by the impact of accounting method changes filed for our fiscal year 2024 tax return in the current period. The effective tax rate for the 39 weeks ended January 25, 2025 is lower than the prior year comparable period due to the
IRC 382 limitation on attribute utilization offset by the impact of accounting method changes filed on our fiscal year 2024 tax return and permanent differences related to the loss on the debt-to-equity conversion in the current period.
In assessing the realizability of the deferred tax assets, management considered whether it is more likely than not that some or all of the deferred tax assets would be realized. As of January 25, 2025, we determined that it was more likely than not that we would not realize all deferred tax assets and our tax rate for the current fiscal year reflects this determination. We will continue to evaluate this position.
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change” (generally defined as a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period), the corporation’s ability to use its pre-change net operating losses and certain other pre-change tax attributes to offset its post-change income and taxes may be limited. Similar rules may apply under state tax laws. As a result of the Rights Offering, Backstop Commitment, Private Investment, and Term Loan Debt Conversion completed on June 10, 2024. The Company conducted a study to determine if an ownership change occurred. It was determined that an ownership change occurred under Section 382 and 383, and the corresponding annual limitations materially impacts the utilization of our tax attributes including our $233,305 NOL carryforwards, $61,224 disallowed interest expense carryforwards, and $1,131 tax credit carryforwards. The Company anticipates that $96,000 of these tax attributes may be made available during the first five years following the ownership change on June 10, 2024, which would be able to offset future taxable income.
v3.25.0.1
Legal Proceedings
9 Months Ended
Jan. 25, 2025
Legal Proceedings Legal Proceedings
We are involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters. The results of these proceedings in the ordinary course of business are not expected to have a material adverse effect on our condensed consolidated financial position, results of operations, or cash flows.
v3.25.0.1
Subsequent Event
9 Months Ended
Jan. 25, 2025
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event
[OPEN FOR ANY SUBSEQUENT EVENT THROUGH FILING DATE]
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Oct. 26, 2024
Jul. 27, 2024
Jan. 27, 2024
Oct. 28, 2023
Jul. 29, 2023
Jan. 25, 2025
Jan. 27, 2024
Pay vs Performance Disclosure                
Net Income (Loss) $ 7,112 $ 49,735 $ (99,479) $ (9,639) $ 24,180 $ (50,388) $ (42,632) $ (35,847)
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Jan. 25, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Jan. 25, 2025
Accounting Policies [Abstract]  
Use of Estimates
Use of Estimates
In preparing financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Merchandise Inventories
Merchandise Inventories
Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally
the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory are based on our history of liquidating non-returnable inventory, which includes certain significant assumptions, including markdowns, sales below cost, inventory aging and expected demand.
Cost is determined primarily by the retail inventory method for our physical bookstore inventory. Our fulfillment inventory and trade book inventory are valued using the LIFO method and the related reserve was not material to the recorded amount of our inventories. There were no LIFO adjustments during the 39 weeks ended January 25, 2025 and January 27, 2024.
For our physical bookstores, we also estimate and accrue shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends.
The physical bookstores fulfillment order is directed first to our wholesale operations before other sources of inventory are utilized. The products that we sell originate from a wide variety of domestic and international vendors. After internal sourcing, the bookstore purchases textbooks from outside suppliers and publishers.
Textbook Rentals Inventories
Textbook Rental Inventories
Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period. The related amortization expense is included in cost of sales. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost.
Leases
Leases
We recognize lease assets and lease liabilities on the condensed consolidated balance sheets for all operating lease arrangements based on the present value of future lease payments as required by Accounting Standards Codification (“ASC”) Topic 842, Leases. We do not recognize lease assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less). We recognize lease expense on a straight-line basis over the lease term for contracts with fixed lease payments, including those with fixed annual minimums, or over a rolling twelve-month period for leases where the annual guarantee resets at the start of each contract year, in order to best reflect the pattern of usage of the underlying leased asset. We recognize lease expense related to our college and university contracts as cost of sales in our condensed consolidated statements of operations and we recognize lease expense related to our various office spaces as selling and administrative expenses in our condensed consolidated statements of operations.
We recognize lease assets and lease liabilities on the condensed consolidated balance sheets for substantially all lease arrangements as required by FASB ASC 842, Leases (Topic 842). Our portfolio of leases consists of operating leases comprised of operations agreements which grant us the right to operate on-campus bookstores at colleges and universities; real estate leases for office and warehouse operations; and vehicle leases. We do not have finance leases or short-term leases (i.e., those with a term of twelve months or less).
We recognize a right of use (“ROU”) asset and lease liability in our condensed consolidated balance sheets for leases with a term greater than twelve months. Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. Our lease terms generally range from one year to fifteen years and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year.
Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: i) a percentage of revenues or sales arising at the relevant premises (“variable commissions”), and/or ii) operating expenses, such as common area charges, real estate taxes and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, we recognize lease expense on a straight-line basis over the lease term or over the contract year in order to best reflect the pattern of usage of the underlying leased asset and our minimum obligations arising from these types of leases. Our lease agreements do not contain any material residual value guarantees, material restrictions or covenants.
We used our incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable. We utilized an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later.
Revenue Recognition
Revenue Recognition and Deferred Revenue
Product sales and rentals
The majority of our revenue is derived from the sale of products through our bookstore locations, including virtual bookstores, and our bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of our products is recognized at the point in time when control of the products is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for the products. For additional information, see Note 3. Revenue.
Product sales is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. Product sales from our wholesale operations is recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer. Additional revenue is recognized for shipping charges billed to customers and shipping costs are accounted for as fulfillment costs within cost of sales.
Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product sales in our condensed consolidated financial statements. A software feature is embedded within the content of our digital textbooks, such that upon expiration of the term the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, our performance obligation is complete.
Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income
in our condensed consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. We offer a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so. We record the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, we accelerate any remaining deferred rental revenue at the point of sale.
Revenue recognized for our BNC First Day® offerings is consistent with our policies outlined above for product, digital and rental sales, net of an anticipated opt-out or return provision. Given the growth of BNC First Day® programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.
We estimate returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded.
For sales and rentals involving third-party products, we evaluate whether we are acting as a principal or an agent. Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether we control the specified goods or services prior to transferring them to the customer including whether we have the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where we are the principal, we record revenue on a gross basis, and for those transactions where we are an agent to a third-party, we record revenue on a net basis.
As the logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics Retail Group Fulfillment, LLC (“Fanatics”, collectively, F/L Relationship), we recognize commission revenue earned for these sales on a net basis in our condensed consolidated financial statements.
We do not have gift card or customer loyalty programs. We do not treat any promotional offers as expenses. Sales tax collected from our customers is excluded from reported revenues. Our payment terms are generally 30 days and do not extend beyond one year.
Service and other revenue
Service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within our physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, and revenue from other programs. Brand marketing agreements often include multiple performance obligations which are individually negotiated with our customers. For these arrangements that contain distinct performance obligations, we allocate the transaction price based on the relative standalone selling price method by comparing the standalone selling price (SSP) of each distinct performance obligation to the total value of the contract. The revenue is recognized as each performance obligation is satisfied, typically at a point in time for brand marketing service and over time for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions.
Cost of Sales
Cost of Sales
Our cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, content development cost amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses.
Selling, General and Administrative Expenses
Selling and Administrative Expenses
Our selling and administrative expenses consist primarily of store payroll and store operating expenses. Selling and administrative expenses also include long-term incentive plan compensation expense and general office expenses, such as merchandising, procurement, field support, finance and accounting, and shared-service costs such as human resources, legal, treasury, information technology, and various other corporate level expenses and other governance functions.
Fair Values of Financial Instruments
In accordance with ASC No. 820, Fair Value Measurements and Disclosures, the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A
liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor.
Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1—Observable inputs that reflect quoted prices in active markets
Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3—Unobservable inputs in which little or no market data exists, therefore requiring us to develop our own assumptions
Our financial instruments include cash and cash equivalents, receivables, accrued liabilities and accounts payable. The fair value of cash and cash equivalents, receivables, accrued liabilities and accounts payable approximates their carrying values because of the short-term nature of these instruments, which are all considered Level 1. The fair value of long-term debt approximates its carrying value.
Net Earnings (Loss) Per Share
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.
Income Tax
Income Taxes
The provision for income taxes includes federal, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities. The deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We regularly review deferred tax assets for recoverability and establish a valuation allowance, if determined to be necessary.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy Restricted Cash
As of January 25, 2025, January 27, 2024, and April 27, 2024, we had restricted cash of $7,542, $6,901, and $18,111, respectively, comprised of $5,199, $5,948, and $17,146, respectively, in prepaid and other current assets in the condensed consolidated balance sheets related to segregated funds for commission due to Fanatics Lids College, Inc. D/B.A “Lids” for logo merchandise sales as per the Lids service provider merchandising agreement, and $2,343, $953, and $965, respectively, in other noncurrent assets in the condensed consolidated balance sheets related to amounts held in trust for future distributions related to employee benefit plans.
New Accounting Pronouncements, Policy
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendments require an entity: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities included in each relevant expense caption; (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and an entity’s definition of selling expenses. This ASU, which can be applied either prospectively or retrospectively, is effective for annual and interim periods beginning after December 15, 2026 (our Fiscal 2028), with early adoption permitted. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve annual income tax disclosure requirements, primarily to (1) disclose specific categories in the rate reconciliation (2) provide additional information for reconciling items that meet a quantitative threshold, and (3) enhance cash tax payment disclosures. This ASU, which can be applied either prospectively or retrospectively, is effective for annual periods beginning after December 15, 2024 (our Fiscal 2026), with early adoption permitted. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for the Company for the annual report for the fiscal year ending May 3, 2025 and subsequent interim periods. Early adoption is permitted, and retrospective adoption is required for all prior periods presented. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
Basis of Accounting, Policy
Basis of Presentation and Consolidation
Our condensed consolidated financial statements reflect our condensed consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). Net income (loss) is equal to comprehensive income (loss) on our condensed consolidated statements of operations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly its consolidated financial position and the results of its operations and cash flows for the periods reported. These consolidated financial statements are condensed and therefore do not include all of the information and footnotes required by GAAP. All material intercompany accounts and transactions have been eliminated in consolidation.
Consolidation Our international operations are not material, and the majority of the revenue and total assets are within the United States.
v3.25.0.1
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Jan. 25, 2025
Accounting Policies [Abstract]  
Schedule of Discontinued Operations Statement of Income
13 weeks ended39 weeks ended
January 27, 2024January 27, 2024
Total sales$— $2,784 
Cost of sales— 76 
Gross profit— 2,708 
Selling and administrative expenses177 3,101 
Depreciation and amortization— 
Gain on sale of business(477)(3,545)
Impairment loss (non-cash)— 610 
Restructuring costs11 3,308 
Transaction costs— 13 
Operating loss289 (782)
Income tax expense— 20 
Income (loss) from discontinued operations, net of tax$289 $(802)
v3.25.0.1
Revenue (Tables)
9 Months Ended
Jan. 25, 2025
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue [Table Text Block] The following table disaggregates the revenue associated with our major product and service offerings:
13 weeks ended39 weeks ended
January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Product and Other Sales
Course Materials Product Sales $328,073 $317,571 $975,499 $962,272 
General Merchandise Product Sales (a)
71,608 72,464 183,981 193,617 
Service and Other Revenue (b)
23,482 25,340 74,283 81,834 
Product and Other Sales sub-total423,163 415,375 1,233,763 1,237,723 
Course Materials Rental Income43,162 41,298 98,115 93,490 
Total Sales$466,325 $456,673 $1,331,878 $1,331,213 
(a)Logo general merchandise sales are recognized on a net basis as commission revenue in the condensed consolidated financial statements.
(b)Service and other revenue primarily relates to brand partnership marketing and other service revenues.
Contract with Customer, Asset and Liability [Table Text Block] The following table presents changes in deferred revenue associated with our contract liabilities:
39 weeks ended
January 25, 2025January 27, 2024
Deferred revenue at the beginning of period$14,892 $15,356 
Additions to deferred revenue during the period161,675 159,888 
Reductions to deferred revenue for revenue recognized during the period(123,600)(122,449)
Deferred revenue balance at the end of period:$52,967 $52,795 
Balance Sheet classification:
Accrued liabilities$49,707 $49,074 
Other long-term liabilities3,260 3,721 
Deferred revenue balance at the end of period:$52,967 $52,795 
v3.25.0.1
Equity and Earnings Per Share (Tables)
9 Months Ended
Jan. 25, 2025
Earnings Per Share [Abstract]  
Reconciliation of Basic and Diluted Loss Per Share The following is a reconciliation of the basic and diluted earnings per share calculation:
13 weeks ended39 weeks ended
(shares in thousands)January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Numerator for basic earnings per share:
Net income (loss) from continuing operations
$7,112 $(9,928)$(42,632)$(35,045)
Less allocation of earnings to participating securities(19)— — — 
Net income (loss) from continuing operations available to common shareholders7,093 (9,928)(42,632)(35,045)
Income (loss) from discontinued operations, net of tax
— 289 — (802)
Net income (loss) available to common shareholders
$7,093 $(9,639)$(42,632)$(35,847)
Numerator for diluted earnings per share:
Net income (loss) from continuing operations
$7,093 $(9,928)$(42,632)$(35,045)
Allocation of earnings to participating securities19 — — — 
Less diluted allocation of earnings to participating securities(19)— — — 
Net income (loss) from continuing operations available to common shareholders
7,093 (9,928)(42,632)(35,045)
Income (loss) from discontinued operations, net of tax
— 289 — (802)
Net income (loss) available to common shareholders
$7,093 $(9,639)$(42,632)$(35,847)
Denominator for basic earnings per share:
Basic weighted average shares of Common Stock30,508 2,673 23,515 2,659 
Denominator for diluted earnings per share:
Basic weighted average shares of Common Stock30,508 2,673 23,515 2,659 
Average dilutive restricted stock units14 — — — 
Average dilutive restricted shares19 — — — 
Average dilutive performance share units
121 
Average dilutive stock options— — — — 
Diluted weighted average shares of Common Stock30,662 2,673 23,515 2,659 
Earnings (Loss) per share of Common Stock:
Basic
Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
Discontinuing operations— 0.11 — (0.30)
Total Basic Earnings per share$0.23 $(3.60)$(1.81)$(13.48)
Diluted
Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
Discontinuing operations— 0.11 — (0.30)
Total Diluted Earnings per share$0.23 $(3.60)$(1.81)$(13.48)
v3.25.0.1
Debt (Tables)
9 Months Ended
Jan. 25, 2025
Debt Disclosure [Abstract]  
Schedule of Debt
As of
Maturity Date
January 25, 2025January 27, 2024April 27, 2024
Credit FacilityJune 9, 2028$141,200 $224,067 $164,947 
Term Loan— 31,750 32,653 
sub-total141,200 255,817 197,600 
Less: Deferred financing costs, Term Loan (a)
— (1,559)(1,263)
Total debt$141,200 $254,258 $196,337 
Balance Sheet classification:
Short-term borrowings$— $224,067 $— 
Long-term borrowings$141,200 $30,191 $196,337 
Total debt$141,200 $254,258 $196,337 
(a) For additional information on Credit Facility and Term Loan deferred financing costs, see Deferred Financing Costs below.
Interest Income and Interest Expense Disclosure
The following table disaggregates interest expense for the 13 and 26 week periods:
13 weeks ended39 weeks ended
January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Interest Incurred
Credit Facility$4,179 $5,747 $13,797 $18,286 
Term Loan— 907 453 3,074 
Total Interest Incurred$4,179 $6,654 $14,250 $21,360 
Amortization of Deferred Financing Costs
Credit Facility$915 $3,662 $4,098 $7,456 
Term Loan— 312 150 924 
Total Amortization of Deferred Financing Costs$915 $3,974 $4,248 $8,380 
Interest Income, net of expense$(11)$(8)$(334)$(202)
Total Interest Expense$5,083 $10,620 $18,164 $29,538 
Schedule of Deferred Financing Costs [Table]
Deferred Financing Costs
The debt issuance costs have been deferred and are presented as noted below in the condensed consolidated balance sheets, and are subsequently amortized ratably over the term of respective debt.
As of
Balance Sheet Location
Maturity Date/
Amortization Term
January 25, 2025January 27, 2024April 27, 2024
Credit Facility - Prepaid and Other Current Assets
June 9, 2028$— $14,570 $— 
Credit Facility - Other noncurrent assets
12,512 — 12,897 
Credit Facility - sub-total
12,512 14,570 12,897 
Term Loan - Contra Debt
— 1,559 1,263 
Total deferred financing costs
$12,512 $16,129 $14,160 
v3.25.0.1
Leases (Tables)
9 Months Ended
Jan. 25, 2025
Leases [Abstract]  
Lease, Cost
We recognized lease expense related to our college and university contracts as cost of sales in our condensed consolidated statements of operations as follows:
13 weeks ended39 weeks ended
January 25, 2025January 27, 2024January 25, 2025January 27, 2024
Variable lease expense$19,241 $18,679 $58,084 $56,039 
Operating lease expense33,618 33,830 98,826 103,314 
Net lease expense$52,859 $52,509 $156,910 $159,353 
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
The following table summarizes our minimum fixed lease obligations, excluding variable commissions:
As of January 25, 2025
Remainder of Fiscal 2025
$75,208 
Fiscal 2026
43,935 
Fiscal 2027
34,016 
Fiscal 2028
28,602 
Fiscal 2029
25,523 
Thereafter37,931 
Total lease payments245,215 
Less: imputed interest(22,318)
Operating lease liabilities at period end$222,897 
Supplemental Operating Lease Disclosures [Table Text Block]
The following summarizes additional information related to our operating leases:
As of
January 25, 2025January 27, 2024
Weighted average remaining lease term (in years)4.2 years4.4 years
Weighted average discount rate4.9 %4.4 %
Supplemental cash flow information:
Cash payments for lease liabilities within operating activities$98,883 $85,880 
Right-of-use assets obtained in exchange for lease liabilities from initial recognition$72,356 $78,446 
v3.25.0.1
Long-Term Incentive Plan Compensation Expense (Tables)
9 Months Ended
Jan. 25, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]
We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows:
13 weeks ended39 weeks ended
January 25,
2025
January 27,
2024
January 25,
2025
January 27,
2024
Stock-based awards
Restricted stock expense$200 $— $467 $11 
Restricted stock units expense 185 512 417 1,528 
Performance share units expense 2,147 — 2,895 — 
Stock option expense29 300 (826)1,029 
Sub-total stock-based awards:$2,561 $812 $2,953 $2,568 
Cash settled awards
Phantom share units expense$— $$(4)$(128)
Total compensation expense for long-term incentive awards$2,561 $813 $2,949 $2,440 
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions
PSU Tranche #1PSU Tranche #2PSU Tranche #3
Performance Milestone (VWAP)$10.00 $15.00 $20.00 
Valuation method utilizedMonte CarloMonte CarloMonte Carlo
Risk-free interest rate3.53 %3.53 %3.53 %
Company volatility120 %120 %120 %
Derived service period1.0 year2.0 years3.0 years
Grant date fair value per award$9.74 $9.62 $9.46 
v3.25.0.1
Organization - Additional Information (Details)
Jan. 25, 2025
Store
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of Stores 1,164
v3.25.0.1
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Apr. 27, 2024
Accounting Policies [Abstract]          
Disposal Group, Including Discontinued Operation, Revenue       $ 2,784  
Disposal Group, Including Discontinued Operation, Costs of Goods Sold       76  
Disposal Group, Including Discontinued Operation, Gross Profit (Loss)   $ 0   2,708  
Disposal Group, Including Discontinued Operation, General and Administrative Expense       3,101  
Disposal Group, Including Discontinued Operation, Depreciation and Amortization       3  
Disposal Group, Including Discontinued Operation, Other Income       (3,545)  
Disposal Group, Including Discontinued Operations, Impairment Expense       610  
Disposal Group, Including Discontinued Operation, Other Expense       3,308  
Disposal Group, Including Discontinued Operation, Transaction Costs       13  
Disposal Group, Including Discontinued Operation, Operating Income (Loss)   289   (782)  
Net tax effect of discontinued operations $ 0 0   20  
Income (loss) from discontinued operations, net of tax of $0, $0, $0, and $20, respectively 0 289 $ 0 (802)  
Restricted Cash 7,542 6,901 7,542 6,901 $ 18,111
Restricted Cash, Current 5,199 5,948 5,199 5,948 17,146
Restricted Cash, Noncurrent $ 2,343 $ 953 $ 2,343 $ 953 $ 965
v3.25.0.1
Revenue - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Apr. 27, 2024
Apr. 29, 2023
Disaggregation of Revenue [Line Items]            
Revenues $ 466,325 $ 456,673 $ 1,331,878 $ 1,331,213    
Rental income 43,162 41,298 98,115 93,490    
Receivables, net 354,241 315,126 354,241 315,126 $ 104,110 $ 92,512
Product and Other Sales            
Disaggregation of Revenue [Line Items]            
Revenues 423,163 415,375 1,233,763 1,237,723    
Course Materials Product            
Disaggregation of Revenue [Line Items]            
Revenues 328,073 317,571 975,499 962,272    
General Merchandise Product            
Disaggregation of Revenue [Line Items]            
Revenues 71,608 72,464 183,981 193,617    
Service and Other Revenue            
Disaggregation of Revenue [Line Items]            
Revenues $ 23,482 $ 25,340 $ 74,283 $ 81,834    
v3.25.0.1
Revenue - Deferred Revenue (Details) - USD ($)
$ in Thousands
9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Movement In Contract With Customer Liability [Roll Forward]    
Contract with Customer, Liability $ 14,892 $ 15,356
Additions to deferred revenue during the period 161,675 159,888
Reductions to deferred revenue for revenue recognized during the period (123,600) (122,449)
Contract with Customer, Liability 52,967 52,795
Accrued liabilities 49,707 49,074
Other long-term liabilities 3,260 3,721
Deferred revenue balance at the end of period: $ 52,967 $ 52,795
v3.25.0.1
Segment Reporting (Details)
9 Months Ended
Jan. 25, 2025
segment
Segment Reporting [Abstract]  
Number of Reportable Segments 1
v3.25.0.1
Equity and Earnings Per Share - Additional Information (Detail)
3 Months Ended 9 Months Ended
Dec. 20, 2024
USD ($)
Sep. 19, 2024
USD ($)
Jun. 11, 2024
shares
Jun. 10, 2024
USD ($)
$ / shares
shares
Jan. 25, 2025
USD ($)
$ / shares
shares
Oct. 26, 2024
USD ($)
Jul. 27, 2024
USD ($)
shares
Jan. 27, 2024
USD ($)
$ / shares
shares
Jan. 25, 2025
USD ($)
$ / shares
shares
Jan. 27, 2024
USD ($)
$ / shares
shares
Sep. 20, 2024
shares
Jun. 12, 2024
$ / shares
shares
Jun. 05, 2024
shares
Apr. 27, 2024
USD ($)
$ / shares
shares
Apr. 29, 2023
shares
Jun. 07, 2022
USD ($)
Subsidiary or Equity Method Investee [Line Items]                                
Common stock, shares authorized (in shares) | shares         200,000,000     2,000,000 200,000,000 2,000,000 200,000,000   10,000,000,000 2,000,000 200,000,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | shares         2,000,000                      
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | shares         2,179,093       2,179,093              
Proceeds from Issuance or Sale of Equity                 $ 95,000,000              
Proceeds from Issuance or Sale of Equity, Net of Expenses                 85,500,000              
Long-term borrowings         $ 141,200,000     $ 30,191,000 $ 141,200,000 $ 30,191,000       $ 196,337,000    
Common stock, shares issued (in shares) | shares         34,081,000     558,000 34,081,000 558,000       558,000    
Shares Issued, Price Per Share | $ / shares       $ 0.05                        
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount       $ 17                        
Payments of Stock Issuance Costs         $ 22,000 $ 178,000 $ 9,524,000   $ 9,724,000 $ 0            
Rights Offering Bonus Element | shares       5.03                        
Stockholders' Equity Note, Stock Split, Conversion Ratio     0.01                          
Term Loan debt conversion | shares       6,674,000     6,674,000                  
Loss on extinguishment of debt         $ 0     $ 0 $ 55,233,000 $ 0            
Common stock, shares outstanding (in shares) | shares     2,620,495,552   34,054,000     531,000 34,054,000 531,000   26,204,956   532,000    
Common stock, par value (in dollars per share) | $ / shares         $ 0.01     $ 0.01 $ 0.01 $ 0.01   $ 0.01   $ 0.01    
Antidilutive securities (in shares) | shares         8,456     30,094 333,770 33,057            
Stock Repurchase Program, Remaining Authorized Repurchase Amount         $ 26,669,000       $ 26,669,000              
Shares Paid for Tax Withholding for Share Based Compensation | shares         0         429            
December ATM Sales Agreement                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity                 40,000,000              
Proceeds From Sale Of Equity, Net                 $ 39,200,000              
Sale of Stock, Consideration Received on Transaction $ 40,000,000                              
Commission Fee 2.00%                              
Sale of Stock, Price Per Share (in dollars per share) | $ / shares         $ 10.42       $ 10.42              
ATM Transaction Sept24                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity                 $ 40,000,000              
Proceeds From Sale Of Equity, Net                 $ 39,200,000              
Sale of Stock, Consideration Received on Transaction   $ 40,000,000                            
Commission Fee   2.00%                            
Sale of Stock, Price Per Share (in dollars per share) | $ / shares         $ 10.06       $ 10.06              
Term Loan                                
Subsidiary or Equity Method Investee [Line Items]                                
Long-term borrowings       $ 34,000,000                       $ 30,000,000
Debt Conversion, Original Debt, Amount       $ 34,000,000                        
Private Equity Investment                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity                 $ 50,000,000              
Private Equity Investment | Immersion                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity                 45,000,000              
Private Equity Investment | VitalSource                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity                 5,000,000              
Rights Offering                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity                 45,000,000              
Common stock, shares issued (in shares) | shares       9,000,000                        
Payments of Stock Issuance Costs                 $ 9,524,000              
Rights Offering | Immersion                                
Subsidiary or Equity Method Investee [Line Items]                                
Payments of Stock Issuance Costs         $ 2,850,000                      
Rights Offering | Subscribers                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity         32,100,000                      
Rights Offering | Backstop Commitment                                
Subsidiary or Equity Method Investee [Line Items]                                
Proceeds from Issuance or Sale of Equity         12,900,000                      
Rights Offering | Selz                                
Subsidiary or Equity Method Investee [Line Items]                                
Payments of Stock Issuance Costs         350,000                      
Rights Offering | Outerbridge                                
Subsidiary or Equity Method Investee [Line Items]                                
Payments of Stock Issuance Costs         $ 1,250,000                      
v3.25.0.1
Equity and Earnings Per Share - Reconciliation (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Income (loss) from continuing operations $ 7,112 $ (9,928) $ (42,632) $ (35,045)
Less allocation of earnings to participating securities (19) 0 0 0
Net income (loss) from continuing operations available to common shareholders 7,093 (9,928) (42,632) (35,045)
Income (loss) from discontinued operations, net of tax 0 289 0 (802)
Net income (loss) available to common shareholders 7,093 (9,639) (42,632) (35,847)
Allocation of earnings to participating securities 19 0 0 0
Less diluted allocation of earnings to participating securities (19) 0 0 0
Net income (loss) from continuing operations available to common shareholders 7,093 (9,928) (42,632) (35,045)
Net income (loss) available to common shareholders $ 7,093 $ (9,639) $ (42,632) $ (35,847)
Weighted average common shares outstanding - Basic (in shares) 30,508 2,673 23,515 2,659
Diluted weighted average shares of Common Stock (in shares) 30,662 2,673 23,515 2,659
Earnings (loss) per share of Common Stock, Basic, Continuing operations (in dollars per share) $ 0.23 $ (3.71) $ (1.81) $ (13.18)
Earnings (loss) per share of Common Stock, Basic, Discontinued operations (in dollars per share) 0 0.11 0 (0.30)
Earnings (loss) per share of Common Stock, Basic, Total Basic Earnings (loss) per share (in dollars per share) 0.23 (3.60) (1.81) (13.48)
Earnings (loss) per share of Common Stock, Diluted, Continuing operations (in dollars per share) 0.23 (3.71) (1.81) (13.18)
Earnings (loss) per share of Common Stock, Diluted, Discontinued operations (in dollars per share) 0 0.11 0 (0.30)
Earnings (loss) per share of Common Stock, Diluted, Total Diluted Earnings (loss) per share (in dollars per share) $ 0.23 $ (3.60) $ (1.81) $ (13.48)
Restricted Stock Units (RSUs)        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Basic weighted average shares of Common Stock (in shares) 14 0 0 0
Restricted Stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Basic weighted average shares of Common Stock (in shares) 19 0 0 0
Performance Shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Basic weighted average shares of Common Stock (in shares) 121
Option on Securities        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Basic weighted average shares of Common Stock (in shares) 0 0 0 0
v3.25.0.1
Debt - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 10, 2024
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Jun. 10, 2025
Sep. 02, 2024
Apr. 27, 2024
Jun. 07, 2022
Line of Credit Facility [Line Items]                  
Proceeds from Lines of Credit       $ 667,355          
Repayments of Lines of Credit       691,121 $ 384,545        
Letters of Credit Outstanding, Amount   $ 575 $ 3,575 575 3,575        
Debt, Long-term and Short-term, Combined Amount   141,200 254,258 141,200 254,258     $ 196,337  
Long-term borrowings   141,200 30,191 141,200 30,191     196,337  
Debt Issuance Costs, Net   12,512 16,129 12,512 16,129     14,160  
Total Debt excluding Deferred Financing Costs   141,200 255,817 141,200 255,817     197,600  
Interest Paid, Excluding Capitalized Interest, Operating Activities   4,633 5,668 14,499 19,640        
Interest expense, net   5,083 10,620 18,164 29,538        
Interest Costs Incurred   4,179 6,654 14,250 21,360        
Amortization of deferred financing costs   915 3,974 $ 4,248 8,380        
Schedule of Deferred Financing Costs [Table]      
Deferred Financing Costs
The debt issuance costs have been deferred and are presented as noted below in the condensed consolidated balance sheets, and are subsequently amortized ratably over the term of respective debt.
As of
Balance Sheet Location
Maturity Date/
Amortization Term
January 25, 2025January 27, 2024April 27, 2024
Credit Facility - Prepaid and Other Current Assets
June 9, 2028$— $14,570 $— 
Credit Facility - Other noncurrent assets
12,512 — 12,897 
Credit Facility - sub-total
12,512 14,570 12,897 
Term Loan - Contra Debt
— 1,559 1,263 
Total deferred financing costs
$12,512 $16,129 $14,160 
         
Proceeds from Issuance or Sale of Equity       $ 95,000          
Proceeds from Issuance or Sale of Equity, Net of Expenses       85,500          
Loss on extinguishment of debt   0 0 55,233 0        
Debt Instrument, Convertible, Carrying Amount of Equity Component $ 86,755                
Interest and Other Income   (11) (8) (334) (202)        
Short-term borrowings   0 224,067 0 224,067     0  
Private Equity Investment                  
Line of Credit Facility [Line Items]                  
Proceeds from Issuance or Sale of Equity       50,000          
Rights Offering                  
Line of Credit Facility [Line Items]                  
Proceeds from Issuance or Sale of Equity       45,000          
Term Loan                  
Line of Credit Facility [Line Items]                  
Long-term borrowings 34,000               $ 30,000
Debt Issuance Costs, Net   0 1,559 0 1,559     1,263  
Interest expense, net   0 907 453 3,074        
Amortization of deferred financing costs   0 312 150 924        
Debt Conversion, Original Debt, Amount 34,000                
New Credit Facility                  
Line of Credit Facility [Line Items]                  
Line of Credit Facility, Maximum Borrowing Capacity $ 325,000   400,000   400,000     380,000  
Debt, Long-term and Short-term, Combined Amount     224,067   224,067        
Debt Issuance Costs, Net   12,512 14,570 12,512 14,570     12,897  
Long-term Line of Credit, Noncurrent   141,200 224,067 141,200 224,067     164,947  
Interest expense, net   4,179 5,747 13,797 18,286        
Amortization of deferred financing costs   $ 915 3,662 $ 4,098 7,456        
Debt Instrument, Basis Spread on Variable Rate       2.50%          
Debt Instrument, Basis Spread on Variable Rate, Conditional Reduction   0.25%   0.25%          
Line Of Credit, Covenant, Conditional Period       30 months          
Consolidated Fixed Charge Coverage Ratio   1.10   1.10          
Line of Credit Facility, Commitment Fee Percentage       1.00%          
Line Of Credit Facility, Commitment Fee, Portion Paid Or Payable             50.00%    
New Credit Facility | Forecast                  
Line of Credit Facility [Line Items]                  
Line Of Credit Facility, Commitment Fee, Portion Paid Or Payable           50.00%      
New Credit Facility | First 30 Days After Closing                  
Line of Credit Facility [Line Items]                  
Debt, Covenant, Line Of Credit Availability   $ 25,000   $ 25,000          
New Credit Facility | After The 30 Months Post Closing                  
Line of Credit Facility [Line Items]                  
Debt, Covenant, Line Of Credit Availability   30,000   $ 30,000          
New Credit Facility | Secured Overnight Financing Rate (SOFR)                  
Line of Credit Facility [Line Items]                  
Debt Instrument, Basis Spread on Variable Rate       2.50%          
New Credit Facility | Alternate Base Rate                  
Line of Credit Facility [Line Items]                  
Debt Instrument, Basis Spread on Variable Rate       3.50%          
New Credit Facility | SOFR Floor                  
Line of Credit Facility [Line Items]                  
Debt Instrument, Basis Spread on Variable Rate       3.50%          
New Credit Facility | Prepaid Expenses and Other Current Assets                  
Line of Credit Facility [Line Items]                  
Debt Issuance Costs, Net   0 14,570 $ 0 14,570     0  
New Credit Facility | Other Noncurrent Assets                  
Line of Credit Facility [Line Items]                  
Debt Issuance Costs, Net   12,512 0 12,512 0     12,897  
Term Loan                  
Line of Credit Facility [Line Items]                  
Debt Issuance Costs, Net   0 1,559 0 1,559     1,263  
Long-term Line of Credit, Noncurrent   $ 0 $ 31,750 $ 0 $ 31,750     $ 32,653  
v3.25.0.1
Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Lessee, Lease, Description [Line Items]        
Variable Lease, Cost $ 19,241 $ 18,679 $ 58,084 $ 56,039
Lease, Cost 33,618 33,830 98,826 103,314
Operating Lease, Expense 52,859 $ 52,509 156,910 $ 159,353
Lessee, Operating Lease, Liability, to be Paid, Year One 75,208   75,208  
Lessee, Operating Lease, Liability, Payments, Due Year Two 43,935   43,935  
Lessee, Operating Lease, Liability, Payments, Due Year Three 34,016   34,016  
Lessee, Operating Lease, Liability, Payments, Due Year Four 28,602   28,602  
Lessee, Operating Lease, Liability, Payments, Due Year Five 25,523   25,523  
Lessee, Operating Lease, Liability, Payments, Due after Year Five 37,931   37,931  
Lessee, Operating Lease, Liability, Payments, Due 245,215   245,215  
Lessee, Operating Lease, Liability, Undiscounted Excess Amount 22,318   22,318  
Operating Lease, Liability $ 222,897   $ 222,897  
Operating Lease, Weighted Average Remaining Lease Term 4 years 2 months 12 days 4 years 4 months 24 days 4 years 2 months 12 days 4 years 4 months 24 days
Operating Lease, Weighted Average Discount Rate, Percent 4.90% 4.40% 4.90% 4.40%
Operating Lease, Payments     $ 98,883 $ 85,880
ROU Asst Obtained in Exchange for Lease Liabilites     $ 72,356 $ 78,446
Minimum        
Lessee, Lease, Description [Line Items]        
Lessee, Operating Lease, Term of Contract 1 year   1 year  
Maximum        
Lessee, Lease, Description [Line Items]        
Lessee, Operating Lease, Term of Contract 15 years   15 years  
v3.25.0.1
Supplementary Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges $ (7,568) $ 3,413 $ (4,100) $ 12,320
Impairment loss (non-cash) 1,713 5,798 1,713 5,798
Employee Severance        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges 11 0 2,061 1,080
One-time Termination Benefits        
Restructuring Cost and Reserve [Line Items]        
Impairment loss (non-cash) 0   1,963  
One-time Termination Benefits | Accrued Liabilities        
Restructuring Cost and Reserve [Line Items]        
Impairment loss (non-cash)     (1,789)  
Other Expense        
Restructuring Cost and Reserve [Line Items]        
Impairment loss (non-cash) 64 $ 3,413 884 $ 11,240
Termination Of Retirement Benefit        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges $ 7,620   $ 9,007  
v3.25.0.1
Long-Term Incentive Plan Compensation Expense (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 20, 2024
Jun. 18, 2024
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock-based compensation expense         $ 2,953 $ 2,568
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount     $ 12,342   $ 12,342  
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition         1 year 7 months 6 days  
Shares Granted, Value, Share-Based Payment Arrangement, before Forfeiture         $ 1,562  
Restricted Stock | BOD Member            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 81,720 29,764        
Restricted Stock Units (RSUs) | BOD Member            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 61,290 7,441        
Performance Shares            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 1,533,250          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate     3.53%      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate     120.00%      
Performance Shares | PSU Tranche 1            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term     1 year      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price     $ 9.74   $ 9.74  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights     10.00      
Performance Shares | PSU Tranche 2            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term     2 years      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price     $ 9.62   9.62  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights     15.00      
Performance Shares | PSU Tranche 3            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term     3 years      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price     $ 9.46   $ 9.46  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights     20.00      
Selling, General and Administrative Expenses [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock-based compensation expense     $ 2,561 $ 812 $ 2,953 2,568
us-gaap_LongTermIncentivePlanCompensation [Line Items]     2,561 813 2,949 2,440
Selling, General and Administrative Expenses [Member] | Restricted Stock            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock-based compensation expense     200 0 467 11
Selling, General and Administrative Expenses [Member] | Restricted Stock Units (RSUs)            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock-based compensation expense     185 512 417 1,528
Selling, General and Administrative Expenses [Member] | Equity Option            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock-based compensation expense     29 300 (826) 1,029
Selling, General and Administrative Expenses [Member] | Phantom Share Units (PSUs)            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Deferred Compensation Arrangement with Individual, Compensation Expense     0 1 (4) (128)
Selling, General and Administrative Expenses [Member] | Performance Share Units (PSUs) [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock-based compensation expense     $ 2,147 $ 0 $ 2,895 $ 0
v3.25.0.1
Employees Benefit Plans - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 25, 2025
Jan. 27, 2024
Postemployment Benefits [Abstract]      
Total employee benefit expense $ 0 $ 0 $ 1,687
v3.25.0.1
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2025
Jan. 27, 2024
Jan. 25, 2025
Jan. 27, 2024
Income Tax Disclosure [Abstract]        
Income Tax Expense (Benefit) $ 10,664 $ 229 $ 11,925 $ 532
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest $ 17,776 $ (9,699) $ (30,707) $ (34,513)
Effective Income Tax Rate Reconciliation, Percent 60.00% (2.40%) (38.80%) (1.50%)
Operating Loss Carryforwards [Line Items]        
Operating Loss Carryforwards $ 233,305   $ 233,305  
Tax Credit Carryforward, Amount 1,131   1,131  
Operating Loss Carryforwards And Credits Potentially Available     96,000  
Interest Expense Carryforward        
Operating Loss Carryforwards [Line Items]        
Operating Loss Carryforwards $ 61,224   $ 61,224