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Barnes Noble Education Inc

For the period ended Jan 27, 2024. Filed Mar 12, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jan 27, 2024 · Filed Mar 12, 2024

BNED$13.06-0.9%Stored close · as of Nov 10, 2026

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Item 2. Results of Operations

Elements of Results of Operations

Our condensed consolidated financial statements reflect our consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). The results of operations reflected in our condensed consolidated financial statements are presented on a consolidated basis. All material intercompany accounts and transactions have been eliminated in consolidation.

During the fourth quarter of Fiscal 2023, assets related to our DSS Segment met the criteria for classification as Assets Held for Sale and Discontinued Operations. Certain assets and liabilities associated with the DSS Segment are presented in our condensed consolidated balance sheets as current "Assets Held for Sale" and current "Liabilities Held for Sale". The results of operations related to the DSS Segment are included in the condensed consolidated statements of operations as "Loss from discontinued operations, net of tax." The cash flows of the DSS Segment are also presented separately in our condensed consolidated statements of cash flows.

Our sales are primarily derived from the sale of course materials, which include new, used, rental and digital textbooks. Additionally, at college and university bookstores which we operate, we sell general merchandise, including emblematic apparel and gifts, trade books, computer products, school and dorm supplies, convenience and café items and graduation products. Our rental income is primarily derived from the rental of physical textbooks. We also derive revenue from other sources, such as sales of inventory management, hardware and point-of-sale software, and other services.

Our cost of sales primarily includes costs such as merchandise costs, textbook rental 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.

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, and finance and accounting. Shared-service costs such as human resources, legal, treasury, information technology, and various other corporate level expenses and other governance functions, are not allocated to a specific reporting segment and are recorded in Corporate Services as discussed in the Overview - Segments discussion above.

Results of Operations - Summary - Continuing Operations(a)

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27,2024January 28,2023January 27,2024January 28,2023
Sales:
Product sales and other (b)$415,375$393,745$1,237,723$1,204,806
Rental income41,29844,30993,49096,555
Total sales$456,673$438,054$1,331,213$1,301,361
Loss from continuing operations$(9,928)$(22,134)$(35,045)$(48,288)
Adjusted Earnings (non-GAAP) - Continuing Operations (c)$(717)$(11,999)$(16,927)$(37,492)
Adjusted EBITDA by Segment (non-GAAP) - Continuing Operations (c)
Retail$17,850$6,173$47,315$20,604
Wholesale4,7253,1059,7297,461
Corporate Services(5,092)(5,572)(15,297)(17,861)
Elimination2,7971,4641,972(157)
Total Adjusted EBITDA (non-GAAP) (c)$20,280$5,170$43,719$10,047

(a)During the fourth quarter of Fiscal 2023, assets related to our Digital Student Solutions ("DSS") Segment met the criteria for classification as Assets Held for Sale and Discontinued Operations. Net Loss from Continuing Operations excludes the results of operations related to the DSS Segment for all periods reported above.

(b)Logo general merchandise sales for the Retail Segment are recognized on a net basis as commission revenue in the condensed consolidated financial statements. For Retail Gross Comparable Store Sales details, see below.

(c)Adjusted Earnings, Adjusted EBITDA, and Adjusted EBITDA by Segment are non-GAAP financial measures. See Use of Non-GAAP Measures discussion below.

The following table sets forth, for the periods indicated, the percentage relationship that certain items bear to total sales:

13 weeks ended39 weeks ended
January 27,2024January 28,2023January 27,2024January 28,2023
Sales:
Product sales and other91.0%89.9%93.0%92.6%
Rental income9.010.17.07.4
Total sales100.0100.0100.0100.0
Cost of sales (exclusive of depreciation and amortization expense):
Product and other cost of sales (a)80.180.780.179.5
Rental cost of sales (a)57.952.456.354.3
Total cost of sales78.177.978.477.6
Gross margin21.922.121.622.4
Selling and administrative expenses17.521.018.321.6
Depreciation and amortization expense2.22.32.32.4
Impairment loss (non-cash)1.31.40.40.5
Restructuring and other charges0.70.90.90.4
Operating income (loss) from continuing operations0.2%(3.5)%(0.3)%(2.5)%

(a)Represents the percentage these costs bear to the related sales, instead of total sales.

Results of Operations - Discontinued Operations

During the fourth quarter of fiscal 2023, assets related to our Digital Student Solutions ("DSS") Segmentmet the criteria for classification as Assets Held for Sale and Discontinued Operations and is no longer a reportable segment. Certain assets and liabilities associated with the DSS Segment are presented in our condensed consolidated balance sheets as "Assets Held for Sale" and "Liabilities Held for Sale". The results of operations related to the DSS Segment are included in the condensed consolidated statements of operations as "Loss from discontinued operations, net of tax." The cash flows of the DSS Segment are also presented separately in our condensed consolidated statements of cash flows.

On May 31, 2023, we completed the sale of these assets related to our DSS Segment for cash proceeds of $20 million, net of certain transaction fees, severance costs, escrow, and other considerations. During the 39 weeks ended January 27, 2024, we recorded a Gain on Sale of Business of $3.5 million in Loss from Discontinued Operations, Net, related to the sale. Net cash proceeds from the sale were used for debt repayment and to provide additional funds for working capital needs under our Credit Facility.

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27,2024January 28,2023January 27,2024January 28,2023
Total sales$—$9,010$2,784$26,659
Cost of sales (a)—1,811765,283
Gross profit (a)—7,1992,70821,376
Selling and administrative expenses1777,6323,10123,909
Depreciation and amortization—50632,646
Gain on sale of business(477)—(3,545)—
Impairment loss (non-cash) (b)——610—
Restructuring costs (c)111,8483,3081,848
Transaction costs——13—
Operating income (loss)289(2,787)(782)(7,027)
Income tax expense—12820297
Income (loss) from discontinued operations, net of tax$289$(2,915)$(802)$(7,324)

(a) Cost of sales and gross profit for the DSS Segment includes amortization expense (non-cash) related to content development costs of $0 and $1.7 million for the 13 weeks ended January 27, 2024 and January 28, 2023, respectively, and $0 and $4.9 million for the 39 weeks ended January 27, 2024 and January 28, 2023, respectively.

(b) During the 39 weeks ended January 27, 2024, we recognized an impairment loss (non-cash) of $0.6 million (both pre-tax and after-tax), comprised of $0.1 million and $0.5 million of property and equipment and operating lease right-of-use assets, respectively, on the condensed consolidated statement of operations as part of discontinued operations.

(c) During the 39 weeks ended January 27, 2024, we recognized restructuring and other charges of $3.3 million comprised of severance and other employee termination costs.

Results of Operations - Continuing Operations - 13 and 39 weeks ended January 27, 2024 compared with the 13 and 39 weeks ended January 28, 2023

13 weeks ended January 27, 2024
Dollars in thousandsRetailWholesaleCorporate ServicesEliminationsTotal
Sales:
Product sales and other$398,148$37,167$—$(19,940)$415,375
Rental income41,298———41,298
Total sales439,44637,167—(19,940)456,673
Cost of sales (exclusive of depreciation and amortization expense):
Product and other cost of sales326,29429,171—(22,737)332,728
Rental cost of sales23,909———23,909
Total cost of sales350,20329,171—(22,737)356,637
Gross profit89,2437,996—2,797100,036
Selling and administrative expenses71,3933,2715,092—79,756
Depreciation and amortization expense8,8171,32110—10,148
Impairment loss (non-cash)5,798———5,798
Restructuring and other charges——3,413—3,413
Operating income (loss)$3,235$3,404$(8,515)$2,797$921
13 weeks ended January 28, 2023
Dollars in thousandsRetailWholesaleCorporate ServicesEliminationsTotal
Sales:
Product sales and other$376,950$38,958$—$(22,163)$393,745
Rental income44,309———44,309
Total sales421,25938,958—(22,163)438,054
Cost of sales (exclusive of depreciation and amortization expense):
Product and other cost of sales309,12332,290—(23,580)317,833
Rental cost of sales23,210———23,210
Total cost of sales332,33332,290—(23,580)341,043
Gross profit88,9266,668—1,41797,011
Selling and administrative expenses82,7533,5635,572(47)91,841
Depreciation and amortization expense8,7491,3576—10,112
Impairment loss (non-cash)6,008———6,008
Restructuring and other charges1,4529311,744—4,127
Operating (loss) income$(10,036)$817$(7,322)$1,464$(15,077)
39 weeks ended January 27, 2024
Dollars in thousandsRetailWholesaleCorporate ServicesEliminationsTotal
Sales:
Product sales and other$1,190,752$96,931$—$(49,960)$1,237,723
Rental income93,490———93,490
Total sales1,284,24296,931—(49,960)1,331,213
Cost of sales (exclusive of depreciation and amortization expense):
Product and other cost of sales966,57377,051—(51,929)991,695
Rental cost of sales52,606———52,606
Total cost of sales1,019,17977,051—(51,929)1,044,301
Gross profit265,06319,880—1,969286,912
Selling and administrative expenses217,74810,15115,297(3)243,193
Depreciation and amortization expense26,6943,85230—30,576
Impairment loss (non-cash)5,798———5,798
Restructuring and other charges55552611,239—12,320
Operating income (loss)$14,268$5,351$(26,566)$1,972$(4,975)
39 weeks ended January 28, 2023
Dollars in thousandsRetailWholesaleCorporate ServicesEliminationsTotal
Sales:
Product sales and other$1,159,821$97,161$—$(52,176)$1,204,806
Rental income96,555———96,555
Total sales1,256,37697,161—(52,176)1,301,361
Cost of sales (exclusive of depreciation and amortization expense):
Product and other cost of sales931,53978,139—(51,890)957,788
Rental cost of sales52,416———52,416
Total cost of sales983,95578,139—(51,890)1,010,204
Gross profit272,42119,022—(286)291,157
Selling and administrative expenses251,84311,56117,861(129)281,136
Depreciation and amortization expense27,1474,07641—31,264
Impairment loss (non-cash)6,008———6,008
Restructuring and other charges1,4529312,379—4,762
Operating (loss) income$(14,029)$2,454$(20,281)$(157)$(32,013)

Sales

The following table summarizes our sales for the 13 and 39 weeks ended January 27, 2024 and January 28, 2023:

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024January 28, 2023Var $Var %January 27, 2024January 28, 2023Var $Var %
Product sales and other$415,375$393,745$21,6305.5%$1,237,723$1,204,806$32,9172.7%
Rental income41,29844,309$(3,011)(6.8)%93,49096,555$(3,065)(3.2)%
Total Sales$456,673$438,054$18,6194.3%$1,331,213$1,301,361$29,8522.3%

The sales increase during the 13 and 39 weeks ended January 27, 2024 is primarily related to higher course material sales, primarily at our BNC First Day programs, offset by declines in a la carte courseware sales, including lower sales from closed stores. See Retail discussion below.

The components of the sales variances for the 13 and 39 week periods are reflected in the table below.

Sales variances13 weeks ended39 weeks ended
Dollars in millionsJanuary 27, 2024January 27, 2024
Retail Sales (a)
New stores$10.1$31.0
Closed stores(25.0)(62.0)
Comparable stores (a)37.361.9
Textbook rental deferral(4.4)(4.1)
Service revenue (b)0.70.3
Other (c)(0.5)0.8
Retail sales subtotal:$18.2$27.9
Wholesale Sales$(1.8)$(0.2)
Eliminations (d)$2.2$2.2
Total sales variance:$18.6$29.9

(a) Logo general merchandise sales for the Retail Segment are recognized on a net basis as commission revenue in the condensed consolidated financial statements. For Retail Gross Comparable Store Sales details, see below.

(b) Service revenue includes brand partnership marketing, shipping and handling, and revenue from other programs.

(c) Other includes inventory liquidation sales to third parties, marketplace sales and certain accounting adjusting items related to return reserves, and other deferred items.

(d) Eliminates Wholesale sales and service fees to Retail and Retail commissions earned from Wholesale. See discussion of intercompany activities and eliminations below.

Retail

The following is a store count summary for physical stores and virtual stores.

13 weeks ended · 39 weeks ended
January 27, 2024January 28, 2023January 27, 2024January 28, 2023
Number of Stores:PhysicalVirtualTotalPhysicalVirtualTotalPhysicalVirtualTotalPhysicalVirtualTotal
Beginning of period7175541,2717936061,3997745921,3668056221,427
Opened6410—44192241342862
Closed639871576591355447101
End of period7175551,2727856031,3887175551,2727856031,388

During the 39 weeks ended January 27, 2024, we opened 41 stores and closed 135 stores in the Retail Segment, with estimated net annual sales of $65 million as we pruned some under-performing, less profitable stores, satellite stores, and certain other contracts were awarded to competitors. We have seen many institutions adopt First Day Complete in Fiscal 2024 and plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond.

Generally, sales are impacted by revenue from net new/closed stores, conversion to BNC First Day programs, increased campus traffic, and an increase in the number of on campus activities and events, such as graduations, athletic events, alumni events and prospective student campus tours.

Retail sales increased by $18.2 million, or 4.3%, to $439.4 million during the 13 weeks ended January 27, 2024 from $421.2 million during the 13 weeks ended January 28, 2023.

Product sales and other increased by $21.2 million, or 5.6%, to $398.1 million during the 13 weeks ended January 27, 2024 from $376.9 million during the 13 weeks ended January 28, 2023.

Course material product sales increased by $31.0 million, or 10.8%, to $317.7 million during the 13 weeks ended January 27, 2024, compared to $286.7 million in the prior year period, primarily due to the growth of our BNC First Day programs, which increased by $63.3 million, or 52%, to $184.0 million, offset by a decline of $35.4 million in a la carte courseware sales, including lower sales from closed stores.

Dollars in millions13 weeks ended
January 27, 2024January 28, 2023Var $Var %
First Day Complete Sales$109.5$66.9$42.664%
First Day Sales$74.5$53.8$20.738%
Total BNC First Day Sales$184.0$120.7$63.352%

General merchandise product net sales decreased by $9.0 million, or 11.0%, to $72.8 million, compared to $81.8 million in the prior year period, primarily due to a lower average commission rate resulting in lower commissions received for logo general merchandise as part of the F/L Relationship-related agreements, under which the commission rates adjust as the relationship matures, as well as the impact of closed stores, lower trade books and cafe and convenience product sales. Retail Gross Comparable Store Sales for general merchandise decreased by $5.7 million, or 4.6%, compared to the prior year period as discussed below.

Service and other revenue decreased by $0.8 million, or 9.9%, to $7.6 million, compared to $8.4 million in the prior year period, primarily due to lower marketplace sales.

Rental income for course materials decreased by $3.0 million, or 6.8%, to $41.3 million during the 13 weeks ended January 27, 2024 from $44.3 million during the 13 weeks ended January 28, 2023 primarily due to the increased shift to digital course materials, offset by the growth in rental income resulting from the adoption of our BNC First Day programs.

Retail sales increased by $27.9 million, or 2.2%, to $1,284.2 million during the 39 weeks ended January 27, 2024 from $1,256.3 million during the 39 weeks ended January 28, 2023.

Product sales and other increased by $30.9 million, or 2.7%, to $1,190.7 million during the 39 weeks ended January 27, 2024 from $1,159.8 million during the 39 weeks ended January 28, 2023.

Course material product sales increased by $57.4 million, or 6.9%, to $891.6 million during the 39 weeks ended January 27, 2024, compared to $834.2 million in the prior year period, primarily due to the growth of our BNC First Day programs, which increased by $136.0 million, or 44%, to $445.1 million, offset by a decline of $78.1 million in a la carte courseware sales, including lower sales from closed stores.

Dollars in millions39 weeks ended
January 27, 2024January 28, 2023Var $Var %
First Day Complete Sales$271.5$173.4$98.157%
First Day Sales$173.6$135.7$37.928%
Total BNC First Day Sales$445.1$309.1$136.044%
First Day CompleteSpring 2024Spring 2023Var #Var %
Number of campus stores1601164438%
Estimated enrollment (a)805,000580,000225,00039%
(a) Total undergraduate and post graduate student enrollment (as reported by National Center for Education Statistics).

General merchandise product net sales decreased by $26.7 million, or 9.1%, to $266.5 million, compared to $293.3 million in the prior year period, primarily due to a lower average commission rate resulting in lower commissions received for logo general merchandise as part of the F/L Relationship-related agreements, under which the commission rates adjust as the relationship matures, as well as the impact from closed stores, lower trade books and cafe and convenience product sales, offset by higher graduation and supplies product sales. Retail Gross Comparable Store Sales for general merchandise decreased by $2.0 million, or 0.4%, compared to the prior year period as discussed below.

Service and other revenue increased by $0.2 million to $32.6 million, compared to $32.4 million in the prior year period, primarily due to higher other income for non-return rental penalty fees, offset by lower marketplace sales.

Rental income for course materials decreased by $3.1 million, or 3.2%, to $93.5 million during the 39 weeks ended January 27, 2024 from $96.6 million during the 39 weeks ended January 28, 2023 primarily due to the increased shift to digital course materials, offset by the growth in rental income resulting from the adoption of our BNC First Day programs.

Retail Gross Comparable Store Sales

To supplement the Total Sales table presented above, the Company uses Retail Gross Comparable Store Sales as a key performance indicator. Retail Gross Comparable Store Sales includes sales from physical and virtual stores that have been open for an entire fiscal year period and does not include sales from permanently closed stores for all periods presented. For Retail Gross Comparable Store Sales, sales for logo general merchandise fulfilled by Lids, Fanatics and digital agency sales are included on a gross basis in Retail Gross Comparable Store Sales compared to a net basis as commission revenue in our condensed consolidated financial statements.

We believe the current Retail Gross Comparable Store Sales calculation method reflects management’s view that such comparable store sales are an important measure of the growth in sales when evaluating how established stores have performed over time. We present this metric as additional useful information about the Company’s operational and financial performance and to allow greater transparency with respect to important metrics used by management for operating and financial decision-making. Retail Gross Comparable Store Sales are also referred to as "same-store" sales by others within the retail industry and the method of calculating comparable store sales varies across the retail industry. As a result, our calculation of comparable store sales is not necessarily comparable to similarly titled measures reported by other companies and is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP.

The increase in course material sales was primarily due to the growth of BNC First Day equitable and inclusive access programs (as discussed above), offset by declines in a la carte courseware sales. The decrease in general merchandise sales are primarily related to lower logo product sales, as well as lower trade books and cafe and convenience product sales, offset by higher graduation and supplies product sales.

Retail Gross Comparable Store Sales variances by category for the 13 and 39 week periods are as follows:

13 weeks ended · 39 weeks ended
Dollars in millions · January 27, 2024 · January 28, 2023 · January 27, 2024 · January 28, 2023
Textbooks (Course Materials)$43.814.1%$21.37.4%$78.38.8%$2.90.3%
General Merchandise(5.7)(4.6)%2.62.3%(2.0)(0.4)%42.611.3%
Total Retail Gross Comparable Store Sales$38.18.8%$23.95.9%$76.35.7%$45.53.6%

Wholesale sales decreased by $1.8 million, or 4.6% to $37.2 million during the 13 weeks ended January 27, 2024 from $39.0 million during the 13 weeks ended January 28, 2023. The decrease is primarily due to lower gross sales of $4.5 million, partially offset by lower returns and allowances of $2.7 million compared to the prior year period.

Wholesale sales decreased by $0.2 million, or 0.2% to $96.9 million during the 39 weeks ended January 27, 2024 from $97.1 million during the 39 weeks ended January 28, 2023. The decrease is primarily due to higher returns and allowances of $2.0 million, partially offset by higher gross sales of $1.8 million compared to the prior year period.

Cost of Sales and Gross Margin

Our cost of sales increased as a percentage of sales to 78.1% during the 13 weeks ended January 27, 2024 compared to 77.9% during the 13 weeks ended January 28, 2023. Our gross margin increased by $3.0 million, or 3.1%, to $100.0 million, or 21.9% of sales, during the 13 weeks ended January 27, 2024 from $97.0 million, or 22.1% of sales during the 13 weeks ended January 28, 2023.

Our cost of sales increased as a percentage of sales to 78.4% during the 39 weeks ended January 27, 2024 compared to 77.6% during the 39 weeks ended January 28, 2023. Our gross margin decreased by $4.2 million, or 1.5%, to $286.9 million, or 21.6% of sales, during the 39 weeks ended January 27, 2024 from $291.1 million, or 22.4% of sales during the 39 weeks ended January 28, 2023.

Retail

The following table summarizes the Retail cost of sales for the 13 and 39 weeks ended January 27, 2024 and January 28, 2023:

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024% ofRelated SalesJanuary 28, 2023% ofRelated SalesJanuary 27, 2024% ofRelated SalesJanuary 28, 2023% ofRelated Sales
Product and other cost of sales$326,29482.0%$309,12382.0%$966,57381.2%$931,53980.3%
Rental cost of sales23,90957.9%23,21052.4%52,60656.3%52,41654.3%
Total Cost of Sales$350,20379.7%$332,33378.9%$1,019,17979.4%$983,95578.3%

The following table summarizes the Retail gross margin for the 13 and 39 weeks ended January 27, 2024 and January 28, 2023:

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024% ofRelated SalesJanuary 28, 2023% ofRelated SalesJanuary 27, 2024% ofRelated SalesJanuary 28, 2023% ofRelated Sales
Product and other gross margin$71,85418.0%$67,82718.0%$224,17918.8%$228,28219.7%
Rental gross margin17,38942.1%21,09947.6%40,88443.7%44,13945.7%
Gross Margin$89,24320.3%$88,92621.1%$265,06320.6%$272,42121.7%

For the 13 and 39 weeks ended January 27, 2024, the Retail Product and other gross margin as a percentage of sales decreased as discussed below:

For the 13 weeks ended January 27, 2024, Product and other gross margin as a percentage of sales was flat primarily from increased sales of $63.3 million from higher margin First Day Complete course material sales, and lower contract costs as a percentage of sales related to our college and university contracts as a result of the shift to digital and First Daymodels and lower performing school contracts not renewed (90 basis points), were partially offset by lower margin rates for course materials due to higher markdowns, including markdowns related to closed stores (70 basis points), and lower general merchandise sales, primarily from closed stores, a lower average commission rate and an unfavorable sales mix due to the shift to digital course materials (20 basis points).

For the 39 weeks ended January 27, 2024, Product and other gross margin as a percentage of sales decreased (90 basis points), driven primarily by lower margin rates for course materials due to higher markdowns, including markdowns related to closed stores, and lower general merchandise sales, primarily from closed stores and a lower average commission rate (170 basis points) and an unfavorable sales mix due to the shift to digital course materials (35 basis points). These decreases in gross margin rate were partially offset by increased sales of $136.0 million from higher margin First Day Complete course material sales, and lower contract costs as a percentage of sales related to our college and university contracts as a result of the shift to digital and First Day models, and lower performing school contracts not renewed (115 basis points).

For the 13 and 39 weeks ended January 27, 2024, the Retail Rental gross margin as a percentage of sales decreased driven primarily by lower rental margin rates, higher markdowns and unfavorable rental mix, partially offset by lower contract costs as a percentage of sales related to our college and university contracts as a result of the shift to digital and the adoption of our BNC First Day models and lower performing school contracts not renewed.

The cost of sales and gross margin for Wholesale were $29.2 million, or 78.5% of sales, and $8.0 million, or 21.5% of sales, respectively, during the 13 weeks ended January 27, 2024. The cost of sales and gross margin for Wholesale was $32.3 million or 82.9% of sales and $6.7 million or 17.1% of sales, respectively, during the 13 weeks ended January 28, 2023. The gross margin rate increased during the 13 weeks ended January 27, 2024 primarily due to lower returns and allowances and lower warehouse costs, partially offset by higher markdowns.

The cost of sales and gross margin for Wholesale were $77.1 million, or 79.5% of sales, and $19.9 million, or 20.5% of sales, respectively, during the 39 weeks ended January 27, 2024. The cost of sales and gross margin for Wholesale was $78.1 million or 80.4% of sales and $19.0 million or 19.6% of sales, respectively, during the 39 weeks ended January 28, 2023. The gross margin rate increased during the 39 weeks ended January 27, 2024 primarily due to lower warehouse costs, partially offset by higher product costs and higher markdowns.

Intercompany Eliminations

During the 13 weeks ended January 27, 2024 and January 28, 2023, our sales eliminations were $(19.9) million and $(22.2) million, respectively. During the 39 weeks ended January 27, 2024 and January 28, 2023, our sales eliminations were $(50.0) million and $(52.2) million, respectively. These sales eliminations represent the elimination of Wholesale sales and fulfillment service fees to Retail and the elimination of Retail commissions earned from Wholesale.

During the 13 weeks ended January 27, 2024 and January 28, 2023, the cost of sales eliminations were $(22.7) million and $(23.6) million, respectively. During the 39 weeks ended January 27, 2024 and January 28, 2023, the cost of sales eliminations were $(51.9) million and $(51.9) million, respectively. These cost of sales eliminations represent (i) the recognition of intercompany profit for Retail inventory that was purchased from Wholesale in a prior period that was subsequently sold to external customers during the current period and the elimination of Wholesale service fees charged for fulfillment of inventory for virtual store sales, net of (ii) the elimination of intercompany profit for Wholesale inventory purchases by Retail that remain in ending inventory at the end of the current period.

During the 13 weeks ended January 27, 2024 and January 28, 2023, the gross margin eliminations were $2.8 million and $1.4 million, respectively. During the 39 weeks ended January 27, 2024 and January 28, 2023, the gross margin eliminations were $2.0 million and $(0.3) million, respectively. The gross margin eliminations reflect the net impact of the sales eliminations and cost of sales eliminations during the above mentioned reporting periods.

Selling and Administrative Expenses

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024% ofSalesJanuary 28, 2023% ofSalesJanuary 27, 2024% ofSalesJanuary 28, 2023% ofSales
Total Selling and Administrative Expenses$79,75617.5%$91,84121.0%$243,19318.3%$281,13621.6%

During the 13 weeks ended January 27, 2024, selling and administrative expenses decreased by $12.1 million, or 13.2%, to $79.8 million from $91.8 million during the 13 weeks ended January 28, 2023. During the 39 weeks ended January 27, 2024, selling and administrative expenses decreased by $37.9 million, or 13.5%, to $243.2 million from $281.1 million during the 39 weeks ended January 28, 2023. The variances by segment are discussed below.

Retail

During the 13 weeks ended January 27, 2024, Retail selling and administrative expenses decreased by $11.4 million, or 13.7%, to $71.4 million from $82.8 million during the 13 weeks ended January 28, 2023. This decrease was primarily due to cost savings initiatives comprised of a $7.9 million decrease in comparable store payroll expense, new/closed store payroll expense and related operating costs, and a $3.4 million decrease in corporate payroll expense, infrastructure and product development costs.

During the 39 weeks ended January 27, 2024, Retail selling and administrative expenses decreased by $34.1 million, or 13.5%, to $217.7 million from $251.8 million during the 39 weeks ended January 28, 2023. This decrease was primarily due to cost savings initiatives comprised of a $25.7 million decrease in comparable store payroll expense, new/closed store payroll expense and related operating costs, and a $8.4 million decrease in corporate payroll expense, infrastructure and product development costs.

During the 13 weeks ended January 27, 2024, Wholesale selling and administrative expenses decreased by $0.3 million, or 8.2%, to $3.3 million from $3.6 million during the 13 weeks ended January 28, 2023. The decrease was primarily due to cost savings initiatives comprised of lower payroll expense of $0.4 million, partially offset by higher operating expenses of $0.1 million.

During the 39 weeks ended January 27, 2024, Wholesale selling and administrative expenses decreased by $1.4 million, or 12.2%, to $10.2 million from $11.6 million during the 39 weeks ended January 28, 2023. The decrease was primarily due to cost savings initiatives comprised of lower payroll expense of $1.6 million, partially offset by higher operating expenses of $0.2 million.

Corporate Services

During the 13 weeks ended January 27, 2024, Corporate Services' selling and administrative expenses decreased by $0.5 million, or 8.6%, to $5.1 million from $5.6 million during the 13 weeks ended January 28, 2023. The decrease was primarily due to lower payroll expense of $0.3 million and lower operating costs of $0.2 million.

During the 39 weeks ended January 27, 2024, Corporate Services' selling and administrative expenses decreased by $2.6 million, or 14.4%, to $15.3 million from $17.9 million during the 39 weeks ended January 28, 2023. The decrease was primarily due to cost savings initiatives comprised of lower payroll expense of $1.8 million and lower operating costs of $0.8 million.

Depreciation and Amortization Expense

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024% ofSalesJanuary 28, 2023% ofSalesJanuary 27, 2024% ofSalesJanuary 28, 2023% ofSales
Total Depreciation and Amortization Expense$10,1482.2%$10,1122.3%$30,5762.3%$31,2642.4%

Depreciation and amortization expense was flat at $10.1 million for both the 13 weeks ended January 27, 2024 and the 13 weeks ended January 28, 2023. Depreciation and amortization expense decreased by $0.7 million, or 2.2%, to $30.6 million during the 39 weeks ended January 27, 2024 from $31.3 million during the 39 weeks ended January 28, 2023. The decrease was primarily attributable to lower depreciable assets and intangibles due to the store impairment loss recognized during Fiscal 2024 and Fiscal 2023.

Impairment Loss (non-cash)

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.

During the 13 and 39 weeks ended January 27, 2024, we evaluated certain of our store-level long-lived assets in the Retail segment for impairment. Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $5.8 million (both pre-tax and after-tax), comprised of $0.4 million, $2.7 million, and $2.7 million of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the condensed consolidated statement of operations.

During the 13 and 39 weeks ended January 28, 2023, we evaluated certain of our store-level long-lived assets in the Retail segment for impairment. Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $6.0 million (both pre-tax and after-tax), comprised of $0.7 million, $1.7 million, and $3.6 million of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the condensed consolidated statement of operations.

For additional information, see Item 1. Financial Statements - Note 2. Summary of Significant Accounting Policies and Note 6. Fair Value Measurements.

Restructuring and other charges

During the 13 and 39 weeks ended January 27, 2024, we recognized restructuring and other charges totaling $3.4 million and $12.3 million, respectively, comprised primarily of $3.4 million and $11.2 million, respectively, for costs primarily associated with professional service costs for restructuring as discussed below and process improvements, and $0 and $1.1 million, respectively, for severance and other employee termination and benefit costs associated with elimination of various positions as part of cost savings initiatives.

Pursuant to the July 28, 2023 Credit Agreement amendment, the Board established a committee consisting of three independent directors to explore, consider, solicit expressions of interest or proposals for, respond to any communications, inquiries or proposals regarding, and advise as to all strategic alternatives to effect a “Specified Liquidity Transaction” (as defined in the Credit Agreement). Restructuring and other expenses associated with the costs of this committee, as well as other related professional service costs, are expected to decrease when the Company concludes on a strategic alternative.

During the 13 and 39 weeks ended January 28, 2023, we recognized restructuring and other charges totaling $4.1 million and $4.8 million, respectively, comprised primarily of $2.8 million in each period for severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction objectives, and $1.3 million and $2.0 million, respectively, primarily for costs primarily associated with professional service costs for restructuring and process improvements.

Operating Income (Loss)

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024% ofSalesJanuary 28, 2023% ofSalesJanuary 27, 2024% ofSalesJanuary 28, 2023% ofSales
Total Operating Income (Loss)$9210.2%$(15,077)(3.5)%$(4,975)(0.3)%$(32,013)(2.5)%

Our operating income was $0.9 million during the 13 weeks ended January 27, 2024, compared to operating loss of $(15.1) million during the 13 weeks ended January 28, 2023. The increase in operating income is due to the matters discussed above. For the 13 weeks ended January 27, 2024, operating income, excluding the $5.8 million of impairment loss (non-cash) and the $3.4 million of restructuring and other charges, discussed above, was $10.1 million (or 2.2% of sales). For the 13 weeks ended January 28, 2023, operating loss, excluding the $6.0 million of impairment loss (non-cash) and the $4.1 million of restructuring and other charges, discussed above, was $(5.0) million (or (1.1)% of sales).

Our operating loss was $(5.0) million during the 39 weeks ended January 27, 2024, compared to $(32.0) million during the 39 weeks ended January 28, 2023. The decrease in operating loss is due to the matters discussed above. For the 39 weeks ended January 27, 2024, operating income, excluding the $5.8 million of impairment loss (non-cash) and the $12.3 million of restructuring and other charges, discussed above, was $13.1 million (or 1.0% of sales). For the 39 weeks ended January 28, 2023, operating loss, excluding the $6.0 million of impairment loss (non-cash) and the $4.8 million of restructuring and other charges, discussed above, was $(21.2) million (or (1.6)% of sales).

Interest Expense, Net

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024January 28, 2023January 27, 2024January 28, 2023
Interest Expense, Net$10,620$6,918$29,538$15,672

Net interest expense increased by $3.7 million to $10.6 million during the 13 weeks ended January 27, 2024 from $6.9 million during the 13 weeks ended January 28, 2023. Net interest expense increased by $13.9 million to $29.5 million during the 39 weeks ended January 27, 2024 from $15.7 million during the 39 weeks ended January 28, 2023. Interest expense increased by $13.9 million compared to the prior year period, comprised of $7.2 million resulting from higher borrowings and higher interest rates and $6.3 million resulting from increased amortization of deferred financing costs. The following table disaggregates interest expense for the 13 and 39 week periods:

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024January 28, 2023January 27, 2024January 28, 2023
Interest Incurred
Credit Facility$5,747$5,215$18,286$11,910
Term Loan9078533,0742,213
Total Interest Incurred$6,654$6,068$21,360$14,123
Amortization of Deferred Financing Costs
Credit Facility$3,662$396$7,456$1,187
Term Loan312462924871
Total Amortization of Deferred Financing Costs$3,974$858$8,380$2,058
Interest Income, net of expense$(8)$(8)$(202)$(509)
Total Interest Expense$10,620$6,918$29,538$15,672

Cash interest paid during the 39 weeks ended January 27, 2024 and January 28, 2023 was $19,640 and $13,406, respectively.

Income Tax Expense

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024Effective RateJanuary 28, 2023Effective RateJanuary 27, 2024Effective RateJanuary 28, 2023Effective Rate
Income Tax Expense$229(2.4)%$139(0.6)%$532(1.5)%$603(1.3)%

We recorded an income tax expense of $0.2 million on pre-tax loss of $(9.7) million during the 13 weeks ended January 27, 2024, which represented an effective income tax rate of (2.4)% and we recorded an income tax expense of $0.1 million on a pre-tax loss of $(22.0) million during the 13 weeks ended January 28, 2023, which represented an effective income tax rate of (0.6)%.

We recorded an income tax expense of $0.5 million on pre-tax loss of $(34.5) million during the 39 weeks ended January 27, 2024, which represented an effective income tax rate of (1.5)% and we recorded an income tax expense of $0.6 million on a pre-tax loss of $(47.7) million during the 39 weeks ended January 28, 2023, which represented an effective income tax rate of (1.3)%.

The effective tax rate for the 13 weeks ended January 27, 2024 is lower than the prior year comparable period due to immaterial return to provision adjustments recorded in the prior year period. The effective tax rate for the 39 weeks ended January 27, 2024 is materially consistent with the prior year comparable period. For additional information, see Item 1. Financial Statements - Note 12. Income Taxes.

Net Loss from Continuing Operations

13 weeks ended39 weeks ended
Dollars in thousandsJanuary 27, 2024January 28, 2023January 27, 2024January 28, 2023
Net Loss from Continuing Operations$(9,928)$(22,134)$(35,045)$(48,288)

As a result of the factors discussed above, net loss from continuing operations was $(9.9) million during the 13 weeks ended January 27, 2024, compared with $(22.1) million during the 13 weeks ended January 28, 2023 and net loss from continuing operations was $(35.0) million during the 39 weeks ended January 27, 2024, compared with $(48.3) million during the 39 weeks ended January 28, 2023.

Adjusted Earnings (non-GAAP) is $(0.7) million during the 13 weeks ended January 27, 2024, compared with $(12.0) million during the 13 weeks ended January 28, 2023. Adjusted Earnings (non-GAAP) is $(16.9) million during the 39 weeks ended January 27, 2024, compared with $(37.5) million during the 39 weeks ended January 28, 2023. See Adjusted Earnings (non-GAAP) discussion below.

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