Barnes & Noble Education, Inc. (NYSE: BNED),
(NYSE:BNED or “the Company”), a leading solutions provider for the
education industry, today announced that on February 27, 2024 it
received a notice (the “Notice”) from the New York Stock Exchange
(the “NYSE”) indicating that the Company is no longer in compliance
with NYSE’s continued listing criteria under Section 802.01C of the
NYSE Listed Company Manual (“Section 802.01C”) that requires listed
companies to maintain an average closing share price of at least
$1.00 over a consecutive 30-trading-day period.
The Notice has no immediate impact on the listing of the
Company’s common stock on the NYSE. The Notice is not anticipated
to impact the ongoing business operations of the Company or its
reporting requirements with the U.S. Securities and Exchange
Commission.
On March 1, 2024, BNED notified the NYSE of its intention to
cure the stock price deficiency and return to compliance with the
NYSE’s minimum share price standard within the required six-month
period following receipt of the Notice. The Company can regain
compliance at any time within the six-month cure period (the “Cure
Period”) following receipt of the Notice if, on the last trading
day of any calendar month during such the Cure Period, the Company
has both: (i) a closing share price of at least $1.00 and (ii) an
average closing share price of at least $1.00 over the
30-trading-day period ending on the last trading day of the
applicable calendar month.
The Company intends to remain listed on the NYSE and is
considering all available options to regain compliance with the
NYSE’s continued listing standards. The Company will continue to be
listed and traded on the NYSE during the Cure Period.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a
leading solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, a digital direct-to-student learning ecosystem,
unparalleled best-in-class assortment of school apparel through a
strategic alliance with Fanatics and Lids, wholesale capabilities
and more. BNED is a company serving all who work to elevate their
lives through education, supporting students, faculty and
institutions as they make tomorrow a better, more inclusive and
smarter world. For more information, visit www.bned.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 and information relating to us and our business that are
based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used
in this communication, the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,”
“projections,” and similar expressions, as they relate to us or our
management, identify forward-looking statements. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and
assumptions, the future events and trends discussed in this press
release may not occur and actual results could differ materially
and adversely from those anticipated or implied in the
forward-looking statements. Such statements reflect our current
views with respect to future events, the outcome of which is
subject to certain risks, including, among others: the amount of
our indebtedness and ability to comply with covenants applicable to
current and /or any future debt financing; our ability to satisfy
future capital and liquidity requirements; our ability to access
the credit and capital markets at the times and in the amounts
needed and on acceptable terms; our ability to maintain adequate
liquidity levels to support ongoing inventory purchases and related
vendor payments in a timely manner; our ability to attract and
retain employees; the pace of equitable access adoption in the
marketplace is slower than anticipated and our ability to
successfully convert the majority of our institutions to our BNC
First Day® equitable and inclusive access course material models or
successfully compete with third parties that provide similar
equitable and inclusive access solutions; the United States
Department of Education has recently proposed regulatory changes
that, if adopted as proposed, could impact equitable and inclusive
access models across the higher education industry; the strategic
objectives, successful integration, anticipated synergies, and/or
other expected potential benefits of various strategic and
restructuring initiatives, may not be fully realized or may take
longer than expected; dependency on strategic partnerships, such as
with VitalSource Technologies, Inc. and the Fanatics Retail Group
Fulfillment, LLC, Inc. (“Fanatics”) and Fanatics Lids College, Inc.
D/B/A "Lids" (“Lids”) (collectively referred to herein as the “F/L
Relationship”), and the potential for adverse operational and
financial changes to these partnerships, may adversely impact our
business; non-renewal of managed bookstore, physical and/or online
store contracts and higher-than-anticipated store closings;
decisions by colleges and universities to outsource their physical
and/or online bookstore operations or change the operation of their
bookstores; general competitive conditions, including actions our
competitors and content providers may take to grow their
businesses; the risk of changes in price or in formats of course
materials by publishers, which could negatively impact revenues and
margin; changes to purchase or rental terms, payment terms, return
policies, the discount or margin on products or other terms with
our suppliers; product shortages, including decreases in the used
textbook inventory supply associated with the implementation of
publishers’ digital offerings and direct to student textbook
consignment rental programs; work stoppages or increases in labor
costs; possible increases in shipping rates or interruptions in
shipping services; a decline in college enrollment or decreased
funding available for students; decreased consumer demand for our
products, low growth or declining sales; the general economic
environment and consumer spending patterns; trends and challenges
to our business and in the locations in which we have stores; risks
associated with operation or performance of MBS Textbook Exchange,
LLC’s point-of-sales systems that are sold to college bookstore
customers; technological changes, including the adoption of
artificial intelligence technologies for educational content; risks
associated with counterfeit and piracy of digital and print
materials; risks associated with data privacy, information security
and intellectual property; disruptions to our information
technology systems, infrastructure, data, supplier systems, and
customer ordering and payment systems due to computer malware,
viruses, hacking and phishing attacks, resulting in harm to our
business and results of operations; disruption of or interference
with third party web service providers and our own proprietary
technology; risks associated with the impact that public health
crises, epidemics, and pandemics, such as the COVID-19 pandemic,
have on the overall demand for BNED products and services, our
operations, the operations of our suppliers and other business
partners, and the effectiveness of our response to these risks;
lingering impacts that public health crises may have on the ability
of our suppliers to manufacture or source products, particularly
from outside of the United States; changes in domestic and
international laws or regulations, including U.S. tax reform,
changes in tax rates, laws and regulations, as well as related
guidance; enactment of laws or changes in enforcement practices
which may restrict or prohibit our use of texts, emails, interest
based online advertising, or similar marketing and sales
activities; adverse results from litigation, governmental
investigations, tax-related proceedings, or audits; changes in
accounting standards; and the other risks and uncertainties
detailed in the section titled “Risk Factors” in Part I - Item 1A
in our Form 10-K for the year-ended April 29, 2023. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results or outcomes
may vary materially from those described as anticipated, believed,
estimated, expected, intended or planned. Subsequent written and
oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by
the cautionary statements in this paragraph. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise after the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20240301501688/en/
Investor Contact: Hunter Blankenbaker Vice President
Corporate Communications and Investor Relations Barnes & Noble
Education, Inc. (908) 991-2776 hblankenbaker@bned.com
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