BARNES & NOBLE EDUCATION, INC. : Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

Unless the context otherwise indicates, references to "we," "us," "our" and "the
Company" refer to Barnes & Noble Education, Inc. or "BNED", a Delaware
corporation. References to "Barnes & Noble College" or "BNC" refer to our
subsidiary Barnes & Noble College Booksellers, LLC. References to "MBS" refer to
our subsidiary MBS Textbook Exchange, LLC.

Overview

Company Description

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 one of the largest textbook
wholesalers, inventory management hardware and software providers, and a leading
provider of digital education solutions. We operate 1,441 physical, virtual, and
custom bookstores and serve more than 6 million students, delivering essential
educational content and tools within a dynamic omnichannel retail environment.
Additionally, we offer direct-to-student products and services to help students
study more effectively and improve academic performance.

The strengths of our business include our ability to compete by developing new
products and solutions to meet market needs, our large operating footprint with
direct access to students and faculty, our well-established, deep relationships
with academic partners and stable, long-term contracts and our well-recognized
brands. We expect to continue to introduce scalable and advanced digital
solutions focused largely on the student, expand our e-commerce capabilities and
accelerate such capabilities through our merchandising partnership with Fanatics
Retail Group Fulfillment, LLC, Inc. ("Fanatics") and Fanatics Lids College, Inc.
("FLC") (collectively referred to herein as the "FLC Partnership"), increase
market share with new accounts, and expand our strategic opportunities through
acquisitions and partnerships.

We expect gross general merchandise sales to increase over the long term, as our
product assortments continue to emphasize and reflect changing consumer trends,
and we evolve our presentation concepts and merchandising of products in stores
and online, which we expect to be further enhanced and accelerated through the
FLC Partnership. Through this partnership, we receive unparalleled product
assortment, e-commerce capabilities and powerful digital marketing tools to
drive increased value for customers and accelerate growth of our logo and
emblematic general merchandise business.

We believe 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, and are widely recognized and respected brands
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
publishers who rely on us as one of their primary distribution channels, and for
being a trusted source for students in our direct-to-student digital solutions
business.

For more information about our activities, see Part I – Item 1. Activities of our Annual Report on Form 10-K for the year ended May 1, 2021.

Day One Inclusive Access Programs

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® inclusive access programs, consisting of First Day and First Day
Complete, in which course materials, including both physical and digital
content, are offered at a reduced price through a course fee or included in
tuition, and delivered to students on or before the first day of class.

•Through First Day, digital course materials are adopted by a faculty member for
a single course, and students receive their materials through their learning
management system.

•First Day Complete is adopted by an institution and includes all classes,
providing students both physical and digital materials. The First Day Complete
model drives substantially greater unit sell-through for the bookstore.

Offering courseware sales through our inclusive access First Day and First Day
Complete models is a key, and increasingly important strategic initiative of
ours to meet the market demands of substantially reduced pricing to students, as
well as the opportunity to improve student outcomes, while, at the same time,
increasing our market share, revenue and relative gross profits of courseware
sales given the higher volumes of units sold in such models as compared to
historical sales models that rely on individual student marketing and sales. We
expect these programs to allow us to ultimately reverse historical long-term
trends in courseware revenue declines, which has been observed at those schools
where such programs have been adopted.
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Partnership with Fanatics and FLC

In December 2020, we entered into the FLC Partnership. Through this partnership,
we receive unparalleled product assortment, e-commerce capabilities and powerful
digital marketing tools to drive increased value for customers and accelerate
growth of our general merchandise business. Fanatics' cutting-edge e-commerce
and technology expertise offers our campus stores expanded product selection, a
world-class online and mobile experience, and a progressive direct-to-consumer
platform. Coupled with Lids (FLC's parent company), the leading standalone brick
and mortar retailer focused exclusively on licensed fan and alumni products, our
campus stores have improved access to trend and sales performance data on
licensees, product styles, and design treatments.

We maintain our relationships with campus partners and remain responsible for
staffing and managing the day-to-day operations of our campus bookstores. We
also work closely with our campus partners to ensure that each campus store
maintains unique aspects of in-store merchandising, including localized product
assortments and specific styles and designs that reflect each campus's brand. We
leverage Fanatics' e-commerce technology and expertise for the operational
management of the emblematic merchandise and gift sections of our campus store
websites. FLC manages in-store assortment planning and merchandising of
emblematic apparel, headwear, and gift products for our partner campus stores.

In December 2020, Fanatics, Inc. and Lids Holdings, Inc. jointly made a
strategic equity investment in BNED. On April 4, 2021, as contemplated by the
FLC Partnership's merchandising agreement, we sold our logo and emblematic
general merchandise inventory to FLC, which was finalized during the first
quarter of Fiscal 2022. As contemplated by the FLC Partnership's e-commerce
agreement, we began to transition certain of our e-commerce sites to Fanatics
e-commerce sites for logo and emblematic products during the first quarter of
Fiscal 2022. As the logo and emblematic general merchandise sales are fulfilled
by FLC and Fanatics, we recognize commission revenue earned for these sales on a
net basis in our condensed consolidated financial statements, as compared to the
recognition of logo and emblematic general merchandise sales on a gross basis in
the prior year. For additional information, see Item 1. Financial Statements -
Note 2. Summary of Significant Accounting Policies - Merchandise Inventories.

Impact of COVID-19 on businesses

Our business experienced an unprecedented and significant negative impact as a
result of COVID-19 related campus store closures. Beginning in March 2020,
colleges and universities nationwide began to close their campuses in light of
safety concerns and as a result of local and state issued stay-at-home orders.
By mid-March, during our Fiscal 2020 fourth quarter, we closed the majority of
our physical campus stores to protect the health and safety of our customers and
employees.

While our campus stores were closed, we continued to serve institutions and
students through our campus websites, providing free shipping on all orders and
an expanded digital content offering to provide immediate access to course
materials to students at our campuses that closed due to COVID-19. We developed
and implemented plans to safely reopen our campus stores based on national,
state and local guidelines, as well as the campus policies set by the school
administration.

Despite the introduction of COVID-19 vaccines, the pandemic remains highly
volatile and continues to evolve. We cannot accurately predict the duration or
extent of the impact of the COVID-19 virus, including variants, on enrollments,
campus activities, university budgets, athletics and other areas that directly
affect our business operations. Although most four year schools returned to a
traditional on-campus environment for learning in the Fall semester, as well as
hosted traditional on campus sporting activities , there is still uncertainty
about the duration and extent of the impact of the COVID-19 pandemic, including
on enrollments at community colleges and by international students, the
continuation of remote and hybrid class offerings, and its effect on our ability
to source products, including textbooks and general merchandise offerings.

As we entered the Spring rush period in early January 2022, we continued to
experience the ongoing effects of COVID-19 with the surge of the Omicron variant
further impacting students return to campus and on-campus activities. In early
January, while the majority of schools brought students back to campus, some
schools chose to conduct classes virtually for the beginning of the semester,
while other schools chose to delay their start dates (and some schools both
delayed the start of the semester and started classes virtually), thus reducing
and/or delaying sales later into the quarter or shifting some sales to our
fourth quarter. We will continue to assess our operations and will continue to
consider the guidance of local governments and our campus partners to determine
how to operate our bookstores in the safest manner for our employees and
customers. If economic conditions caused by the pandemic do not recover as
currently estimated by management or market factors currently in place change,
there could be a further impact on our results of operations, financial
condition and cash flows from operations. For additional information, see Part I
- Item 1. Business in our Annual Report on Form 10-K for the fiscal year ended
May 1, 2021.

Segments

We have three reportable segments: Retail, Wholesale and DSS. In addition, unallocated shared services costs, which include various enterprise-level expenses and other governance functions, continue to be reported as “Enterprise Services”.

We identify our segments based on how our business is managed (focusing on financial reporting

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distributed) and the manner in which our chief operating decision maker
allocates resources and assesses financial performance. The following summarizes
the three segments. For additional information about each segment's operations,
see Part I - Item 1. Business in our Annual Report on Form 10-K for the fiscal
year ended May 1, 2021.

Retail Segment

The Retail Segment operates 1,441 college, university, and K-12 school
bookstores, comprised of 799 physical bookstores and 642 virtual bookstores. Our
bookstores typically operate under agreements with the college, university, or
K-12 schools to be the official bookstore and the exclusive seller of course
materials and supplies, including physical and digital products. The majority of
the physical campus bookstores have school-branded e-commerce sites which we
operate independently or along with our merchant partners, and which offer
students access to affordable course materials and affinity products, including
emblematic apparel and gifts. The Retail Segment also offers inclusive access
programs, in which course materials are offered at a reduced price through a fee
charged by the institution or included in tuition, and delivered to students on
or before the first day of class. Additionally, the Retail Segment offers a
suite of digital content and services to colleges and universities, including a
variety of open educational resource-based courseware.

Wholesale segment

The Wholesale Segment is comprised of our wholesale textbook business and is one
of the largest textbook wholesalers in the country. The Wholesale Segment
centrally sources, sells, and distributes new and used textbooks to
approximately 3,100 physical bookstores (including our Retail Segment's 799
physical bookstores) and sources and distributes new and used textbooks to our
642 virtual bookstores. Additionally, the Wholesale Segment sells hardware and a
software suite of applications that provides inventory management and
point-of-sale solutions to approximately 400 college bookstores.

DSS segment

The Digital Student Solutions ("DSS") Segment includes direct-to-student
products and services to assist students to study more effectively and improve
academic performance. The DSS Segment is comprised of the operations of Student
Brands, LLC, a leading direct-to-student subscription-based writing services
business, and bartleby®, a direct-to-student subscription-based offering
providing textbook solutions, expert questions and answers, writing and
tutoring.

Corporate Services represents unallocated shared-service costs which include
corporate level expenses and other governance functions, including executive
functions, such as accounting, legal, treasury, information technology, and
human resources.

Seasonality

Our business is highly seasonal. 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. These shifts in timing may affect the
comparability of our results across periods. Our fiscal year is comprised of 52
or 53 weeks, ending on the Saturday closest to the last day of April.

For our retail operations, sales are generally highest in the second and third
fiscal quarters, when students generally purchase and rent textbooks and other
course materials, and lowest in the first and fourth fiscal quarters. Sales
attributable to our wholesale business are generally highest in our first,
second and third quarter, as it sells textbooks and other course materials for
retail distribution. For our DSS segment, or direct-to-student business, sales
and operating profit are realized relatively consistently throughout the year.

Trends, competition and other business conditions affecting our business

The educational materials market is undergoing unprecedented change. As tuition and other costs rise, colleges and universities face increasing pressure to attract and retain students and provide them with innovative and affordable educational content and tools that support their educational development. Current trends, competition and other factors affecting our business include:

•Overall Economic Environment, College Enrollment and Consumer Spending
Patterns. Our business is affected by the impact of the COVID-19 pandemic, the
overall economic environment, funding levels at colleges and universities, by
changes in enrollments at colleges and universities, and spending on course
materials and general merchandise.

•Impact of the COVID-19 Pandemic: The COVID-19 pandemic has materially and
adversely impacted certain segments of the U.S. economy, with legislative and
regulatory responses including unprecedented monetary and fiscal policy actions
across all sectors, and there is significant uncertainty as to timing of
stabilization and recovery, including the ability to gain adequate herd-immunity
levels through vaccine programs and their resilience to future virus variants.
Many colleges and K-12 schools were required to cease in-person classes in an
attempt to limit the spread of the COVID-19 virus and ensure the safety of their
students. Although many academic institutions have reopened, some are providing
alternatives to traditional in-person instruction, including online and hybrid
learning options and
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dramatically reduced classroom size. In addition, our company, like many others, has been affected by the difficult labor market and the ability to recruit employees.

• Economic Environment: General merchandise retail sales are subject to short-term fluctuations caused by the general retail environment and other economic factors, such as interest rate fluctuations and inflationary considerations. Broader global supply chain macro issues have impacted our ability to source school supplies and general merchandise sold at our campus bookstores, including technology-related products and signature apparel. .

•Enrollment Trends: The growth of our business depends on our ability to attract
new customers and to increase the level of engagement by our current student
customers. We continue to see downward enrollment trends. Enrollment trends,
specifically at community colleges, generally correlate with changes in the
economy and unemployment factors, e.g. low unemployment tends to lead to low
enrollment and higher unemployment rates tend to lead to higher enrollment
trends, as students generally enroll to obtain skills that are in demand in the
workforce. Enrollment trends have been negatively impacted overall by COVID-19
concerns at physical campuses. A significant reduction in U.S. economic activity
and increased unemployment could lead to decreased enrollment and consumer
spending. Additionally, enrollment trends are impacted by the dip in the United
States birth rate resulting in fewer students at the traditional 18-24 year-old
college age. Online degree program enrollments continue to grow, even in the
face of declining overall higher education enrollment.

•Increased Use of Online and Digital Platforms as Companions or Alternatives to
Printed Course Materials. Students and faculty can now choose from a wider
variety of educational content and tools than ever before, delivered across both
print and digital platforms.

•Increasing Costs Associated with Defending Against Security Breaches and Other
Data Loss, Including Cyber-Attacks. We are increasingly dependent upon
information technology systems, infrastructure and data. Cyber-attacks are
increasing in their frequency, sophistication and intensity, and have become
increasingly difficult to detect. We continue to invest in data protection and
information technology to prevent or minimize these risks and, to date, we have
not experienced any material service interruptions and are not aware of any
material breaches.

•Distribution Network Evolving. The way course materials are distributed and
consumed is changing significantly, a trend that is expected to continue. The
market for course materials, including textbooks and supplemental materials, is
intensely competitive and subject to rapid change.

•Disintermediation. We are experiencing growing competition from alternative
media and alternative sources of textbooks and other course materials. In
addition to the official physical or virtual campus bookstore, course materials
are also sold through off-campus bookstores, e-commerce outlets, digital
platform companies, publishers, including Cengage, Pearson and McGraw Hill,
bypassing the bookstore distribution channel by selling or renting directly to
students and educational institutions, and student-to-student transactions over
the Internet.

•Supply Chain and Inventory. Since the demand for used textbooks has
historically been greater than the available supply, our financial results are
highly dependent upon Wholesale's ability to build its textbook inventory from
suppliers in advance of the selling season. Recently, the impact of fewer
students on campus due to COVID-19 has significantly impacted our on-campus
buyback programs which supplies Wholesale's used textbook inventory for future
selling periods. Some textbook publishers have begun to supply textbooks
pursuant to consignment or rental programs which could impact used textbook
supplies in the future. Additionally, Wholesale is a national distributor for
rental textbooks offered through McGraw-Hill Education's and Pearson Education's
consignment rental program, both of which are relatively nascent. The broader
macro-economic global supply chain issues may also impact our ability to source
school supplies and general merchandise sold in our campus bookstores, including
technology-related products and emblematic clothing.

•Price Competition. In addition to the competition in the services we provide to
our customers, our textbook and other course materials business faces
significant price competition. Students purchase textbooks and other course
materials from multiple providers, are highly price sensitive, and can easily
shift spending from one provider or format to another.

• A large number of traditional academic libraries have yet to be outsourced.

•Outsourcing Trends. We continue to see the trend towards outsourcing in the
campus bookstore market and also continue to see a variety of business models
being pursued for the provision of course materials (such as inclusive access
programs and publisher subscription models) and general merchandise.

• New and existing bookstore contracts. We anticipate that the awarding of new accounts resulting in the opening of new physical and virtual stores will continue to be an important driver of future growth for our business. We also expect some less

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profitable or essential bookstores we operate may close. Such stores could be
included in contracts for stores we operate that may be deemed non-essential;
and such stores could be operated by others or independently by schools. The
scope of any such store closures remains uncertain, although we are not aware,
at this time, of any significant volume of stores which we operate that are
likely to close or have informed us of upcoming closures.

For additional discussion of our trends and other factors affecting our business, see Part I – Item 1. Activities in our Annual Report on Form 10-K for the fiscal year ended May 1, 2021.

Items of operating results

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

Our sales are primarily derived from the sale of course materials, which include
new, used and digital textbooks, and at college and university bookstores which
we operate, we sell high margin 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, direct-to-student subscription-based services, and other
services.

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.

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
operating costs related to our direct-to-student subscription-based services
business. 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 any specific reporting segment and
are recorded in Corporate Services as discussed in the Overview - Segments
discussion above.

Results of Operations – Summary

                                                     13 weeks ended                             39 weeks ended
                                            January 29,           January 30,          January 29,          January 30,
Dollars in thousands                           2022                  2021                  2022                 2021
Sales:
Product sales and other                   $    377,713          $    373,502          $ 1,182,812          $ 1,118,544
Rental income                                   25,085                38,111               87,757               92,568
Total sales                               $    402,798          $    411,613          $ 1,270,569          $ 1,211,112

Net loss                                  $    (36,801)         $    (48,289)         $   (58,619)         $   (87,426)

Adjusted earnings (non-GAAP) (a) ($28,946) ($25,572) $(44,005) ($56,213)

Adjusted EBITDA by Segment (non-GAAP) (a)
Retail                                    $    (15,386)         $    (22,222)         $     4,436          $   (44,538)
Wholesale                                        4,163                 6,322               11,810               25,856
DSS                                              1,476                 1,005                3,975                3,358
Corporate Services                              (5,154)               (6,491)             (19,407)             (17,236)
Elimination                                      1,800                   604                  556               (1,704)

Total adjusted EBITDA (non-GAAP) $(13,101) $(20,782) $1,370 ($34,264)

(a) Adjusted Earnings, Adjusted EBITDA and Adjusted EBITDA by Segment are non-GAAP financial measures. See the discussion on the use of non-GAAP measures below.

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Table of Contents The following table shows, for the periods indicated, the percentage ratio that certain items have with total sales:

                                                              13 weeks ended                                        39 weeks ended
                                                 January 29,                January 30,                January 29,                January 30,
                                                     2022                       2021                       2022                       2021
Sales:
Product sales and other                                  93.8  %                      90.7  %                  93.1  %                      92.4  %
Rental income                                             6.2                          9.3                      6.9                          7.6
Total sales                                             100.0                        100.0                    100.0                        100.0
Cost of sales (exclusive of depreciation and
amortization expense):
Product and other cost of sales (a)                      78.8                         84.5                     78.2                         83.5
Rental cost of sales (a)                                 72.3                         66.6                     60.5                         65.4
Total cost of sales                                      78.4                         82.8                     77.0                         82.1
Gross margin                                             21.6                         17.2                     23.0                         17.9
Selling and administrative expenses                      25.2                         22.5                     23.3                         21.0
Depreciation and amortization expense                     3.0                          3.2                      2.9                          3.3
Impairment loss (non-cash)                                1.6                          6.7                      0.5                          2.3
Restructuring and other charges                             -                          0.4                      0.3                          0.9

Operating loss                                           (8.2) %                     (15.6) %                  (4.0) %                      (9.6) %


(a) Represents the percentage of these costs on the associated sales, instead of total sales.

Results of operations – 13 and 39 weeks ended January 29, 2022 compared to weeks 13 and 39 ended January 30, 2021

13 weeks completed January 29, 2022

                                                                                              Corporate
Dollars in thousands                   Retail           Wholesale             DSS             Services            Eliminations            Total
Sales:
Product sales and other             $ 349,655          $  37,039          $  9,430          $        -          $     (18,411)         $ 377,713
Rental income                          25,085                  -                 -                   -                      -             25,085
Total sales                           374,740             37,039             9,430                   -                (18,411)           402,798
Cost of sales (exclusive of
depreciation and amortization
expense):
Product and other cost of sales       287,435             28,935             1,498                   -                (20,175)           297,693
Rental cost of sales                   18,144                  -                 -                   -                      -             18,144
Total cost of sales                   305,579             28,935             1,498                   -                (20,175)           315,837
Gross profit                           69,161              8,104             7,932                   -                  1,764             86,961
Selling and administrative expenses    84,626              3,941             7,775               5,154                    (36)           101,460
Depreciation and amortization
expense                                 8,939              1,396             1,826                  18                      -             12,179
                         Sub-Total:   (24,404)             2,767            (1,669)             (5,172)                 1,800            (26,678)
Impairment loss (non-cash)              6,411                  -                 -                   -                      -              6,411
Restructuring and other charges            30                  -                 -                  16                      -                 46
Operating (loss) income             $ (30,845)         $   2,767          $ (1,669)         $   (5,188)         $       1,800          $ (33,135)


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13 weeks completed January 30, 2021

                                                                                              Corporate
Dollars in thousands                   Retail           Wholesale             DSS             Services            Eliminations            Total
Sales:
Product sales and other             $ 349,558          $  39,465          $  7,206          $        -          $     (22,727)         $ 373,502
Rental income                          38,111                  -                 -                   -                      -             38,111
Total sales                           387,669             39,465             7,206                   -                (22,727)           411,613
Cost of sales (exclusive of
depreciation and amortization
expense):
Product and other cost of sales       308,752             28,807             1,324                   -                (23,276)           315,607
Rental cost of sales                   25,394                  -                 -                   -                      -             25,394
Total cost of sales                   334,146             28,807             1,324                   -                (23,276)           341,001
Gross profit                           53,523             10,658             5,882                   -                    549             70,612
Selling and administrative expenses    75,921              4,336             6,015               6,491                    (55)            92,708
Depreciation and amortization
expense                                 9,806              1,614             1,863                  24                      -             13,307
                         Sub-Total:   (32,204)             4,708            (1,996)             (6,515)                   604            (35,403)
Impairment loss (non-cash)             27,630                  -                 -                   -                      -             27,630
Restructuring and other charges           162                  -               571                 936                      -              1,669
Operating (loss) income             $ (59,996)         $   4,708          $ (2,567)         $   (7,451)         $         604          $ (64,702)




                                                                              39 weeks ended January 29, 2022
                                                                                                Corporate
Dollars in thousands                    Retail            Wholesale             DSS             Services            Eliminations             Total
Sales:
Product sales and other             $ 1,106,404          $ 103,192          $ 26,012          $        -          $     (52,796)         $ 1,182,812
Rental income                            87,757                  -                 -                   -                      -               87,757
Total sales                           1,194,161            103,192            26,012                   -                (52,796)           1,270,569
Cost of sales (exclusive of
depreciation and amortization
expense):
Product and other cost of sales         894,936             79,063             4,144                   -                (53,219)             924,924
Rental cost of sales                     53,096                  -                 -                   -                      -               53,096
Total cost of sales                     948,032             79,063             4,144                   -                (53,219)             978,020
Gross profit                            246,129             24,129            21,868                   -                    423              292,549
Selling and administrative expenses     242,477             12,319            21,527              19,407                   (133)             295,597
Depreciation and amortization
expense                                  27,015              4,060             5,627                  53                      -               36,755
                         Sub-Total:     (23,363)             7,750            (5,286)            (19,460)                   556              (39,803)
Impairment loss (non-cash)                6,411                  -                 -                   -                      -                6,411
Restructuring and other charges           2,831                  -                 -                 954                      -                3,785
Operating (loss) income             $   (32,605)         $   7,750          $ (5,286)         $  (20,414)         $         556          $   (49,999)



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  Table of Contents
                                                                              39 weeks ended January 30, 2021
                                                                                                Corporate
Dollars in thousands                    Retail            Wholesale             DSS             Services            Eliminations             Total
Sales:
Product sales and other             $ 1,030,391          $ 156,146          $ 19,025          $        -          $     (87,018)         $ 1,118,544
Rental income                            92,568                  -                 -                   -                      -               92,568
Total sales                           1,122,959            156,146            19,025                   -                (87,018)           1,211,112
Cost of sales (exclusive of
depreciation and amortization
expense):
Product and other cost of sales         897,283            118,017             3,735                   -                (85,188)             933,847
Rental cost of sales                     60,506                  -                 -                   -                      -               60,506
Total cost of sales                     957,789            118,017             3,735                   -                (85,188)             994,353
Gross profit                            165,170             38,129            15,290                   -                 (1,830)             216,759
Selling and administrative expenses     210,286             12,273            15,054              17,236                   (126)             254,723
Depreciation and amortization
expense                                  30,361              4,231             5,883                  88                      -               40,563
                         Sub-Total:     (75,477)            21,625            (5,647)            (17,324)                (1,704)             (78,527)
Impairment loss (non-cash)               27,630                  -                 -                   -                      -               27,630
Restructuring and other charges           4,633                  -               571               5,523                      -               10,727
Operating (loss) income             $  (107,740)         $  21,625          $ (6,218)         $  (22,847)         $      (1,704)         $  (116,884)



Sales

The following table summarizes our sales for the 13 and 39 weeks ended
January 29, 2022 and January 30, 2021:

                                               13 weeks ended                                                     39 weeks ended
                            January 29,         January 30,
Dollars in thousands           2022                2021                  %                January 29, 2022           January 30, 2021               %
Product sales and other    $  377,713          $  373,502               1.1%            $       1,182,812          $       1,118,544              5.7%
Rental income                  25,085              38,111             (34.2)%                      87,757                     92,568             (5.2)%
Total Sales                $  402,798          $  411,613              (2.1)%           $       1,270,569          $       1,211,112              4.9%


Sales decreased by $8.8 million, or 2.1%, to $402.8 million during the 13 weeks
ended January 29, 2022 from $411.6 million during the 13 weeks ended January 30,
2021. The decrease is related to lower course material sales primarily due to
lower enrollments, primarily at community colleges and by international
students, and the continuation of remote and hybrid class offerings in response
to the latest COVID variant. The decrease in sales is also due to lower logo and
emblematic sales as they are reflected in sales on a net basis in our condensed
consolidated financial statements, as compared to the recognition of logo and
emblematic sales on a gross basis in the periods prior to April 4, 2021. For
additional information, see Retail Sales discussion below.

Sales increased by $59.5 million, or 4.9%, to $1,270.6 million during the 39
weeks ended January 29, 2022 from $1,211.1 million during the 39 weeks ended
January 30, 2021. The sales increase is primarily related to the impact from
re-opening stores that had temporarily closed due to the COVID-19 pandemic in
the prior year. The increase is offset by lower sales primarily due to lower
enrollments, primarily at community colleges and by international students, the
continuation of remote and hybrid class offerings and lower logo and emblematic
sales as they are reflected in sales on a net basis in our condensed
consolidated financial statements, as compared to the recognition of logo and
emblematic sales on a gross basis in the periods prior to April 4, 2021. For
additional information, see Retail Sales discussion below.
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The components of the variances for the 13 and 39 week periods are reflected in
the table below.

Sales variances                                            13 weeks ended                                        39 weeks ended
Dollars in millions                          January 29, 2022           January 30, 2021           January 29, 2022          January 30, 2021
Retail Sales
New stores                                 $            17.3          $            17.3          $            53.9          $           52.7
Closed stores                                           (7.4)                      (8.3)                     (28.7)                    (32.2)
Comparable stores (a)                                  (10.2)                     (83.3)                      57.2                    (384.0)
Textbook rental deferral                               (11.5)                       1.6                       (8.1)                     11.7
Service revenue (b)                                     (2.1)                       1.8                       (2.0)                     (1.9)
Other (c)                                                1.0                        0.6                       (1.1)                      2.2
              Retail sales subtotal:       $           (12.9)         $           (70.3)         $            71.2          $         (351.5)

Wholesale Sales                            $            (2.4)         $           (27.5)         $           (53.0)         $          (23.4)
DSS Sales                                  $             2.2          $             0.8          $             7.0          $            2.0
Eliminations (d)                           $             4.3          $             6.3          $            34.3          $          (10.2)
               Total sales variance:       $            (8.8)         $           (90.7)         $            59.5          $         (383.1)


(a)  In December 2020, we entered into merchandising partnership with Fanatics
Retail Group Fulfillment, LLC, Inc. ("Fanatics") and Fanatics Lids College, Inc.
("FLC") (collectively referred to herein as the "FLC Partnership"). Effective
April 4, 2021, as contemplated by the FLC Partnership's merchandising agreement
and e-commerce agreement, we began to transition the fulfillment of logo and
emblematic general merchandise sales to FLC and Fanatics. As the logo and
emblematic general merchandise sales are fulfilled by FLC and Fanatics, we
recognize commission revenue earned for these sales on a net basis in our
condensed consolidated financial statements, as compared to the recognition of
logo and emblematic sales on a gross basis in the periods prior to April 4,
2021. For Retail Gross Comparable Store Sales details, see below.

(b) Services revenue includes brand partnerships, shipping and handling, and other program revenue.

(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 and retail service charges and retail commissions earned from wholesale. See discussion of intercompany activities and eliminations below.

Retail

Retail sales decreased by $12.9 million, or 3.3%, to $374.7 million during the
13 weeks ended January 29, 2022 from $387.7 million during the 13 weeks ended
January 30, 2021. Retail sales increased by $71.2 million, or 6.3%, to $1,194.2
million during the 39 weeks ended January 29, 2022 from $1,123.0 million during
the 39 weeks ended January 30, 2021.

Retail added 82 new stores and closed 58 stores in the 39 weeks ended
January 29, 2022ending the period with a total of 1,441 stores.

                                                                       13 weeks ended                                                                               39 weeks ended
                                            January 29, 2022                               January 30, 2021                              January 29, 2022                               January 30, 2021
Number of Stores:                    Physical               Virtual                Physical                  Virtual              Physical               Virtual                Physical                  Virtual
Number of stores at beginning of
period                                  794                   651                         769                    671                 769                   648                         772                    647
Opened                                    6                     -                           -                      7                  47                    35                          30                     58
Closed                                    1                     9                           4                      2                  17                    41                          37                     29
Number of stores at end of period       799                   642                         765                    676                 799                   642                         765                    676




Product and other sales and Rental income are impacted by comparable store
sales, the growth of First Day Complete, new store openings and store closings,
as well as the impact from the COVID-19 pandemic. Sales were impacted by overall
enrollment declines in higher education. Although most four year schools
returned to a traditional on-campus environment for learning in the Fall
semester, as well as hosted traditional on campus sporting activities, there is
still uncertainty about the duration and extent of the impact of the COVID-19
pandemic, including on enrollments at community colleges and by international
students, and the continuation of remote and hybrid class offerings. While many
conferences resumed their sport activities, other on campus events, such as
Parent's Weekends or Alumni events, continue to be either eliminated or severely
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restricted, which further impacted the company's general merchandise business.
As we entered the Spring rush period in early January 2022, we continued to
experience the ongoing effects of COVID-19 with the surge of the Omicron variant
further impacting students return to campus and on-campus activities. In early
January, while the majority of schools brought students back to campus, some
schools chose to conduct classes virtually for the beginning of the semester,
while other schools chose to delay their start dates (and some schools both
delayed the start of the semester and started classes virtually), thus reducing
and/or delaying sales later into the quarter or shifting some sales to our
fourth quarter.

Product and other sales for Retail for the 13 weeks ended January 29, 2022
remained flat at $349.6 million during the 13 weeks ended January 30, 2021.
Rental income for Retail for the 13 weeks ended January 29, 2022 decreased by
$13.0 million, or 34.2% to $25.1 million from $38.1 million during the 13 weeks
ended January 30, 2021. During the 13 weeks ended January 29, 2022, course
material sales and rentals were impacted by lower enrollments, primarily at
community colleges and by international students, and the continuation of remote
and hybrid class offerings, which was somewhat mitigated by the growth of First
Day Complete.

Product and other sales for Retail for the 39 weeks ended January 29, 2022
increased by $76.0 million, or 7.4% to $1,106.4 million from $1,030.4 million
during the 39 weeks ended January 30, 2021. Rental income for Retail for the 39
weeks ended January 29, 2022 decreased by $4.8 million, or 5.2% to $87.8 million
from $92.6 million during the 39 weeks ended January 30, 2021. The overall
Retail sales increase is primarily related to the impact from re-opening stores
that had temporarily closed due to the COVID-19 pandemic in the prior year.
Course material sales were also impacted by to lower enrollments, primarily at
community colleges and by international students, and the continuation of remote
and hybrid class offerings.

During the 13 weeks ended January 29, 2022, Retail Gross Comparable Store
textbook sales decreased by 4.0%, as compared to an 8.1% decline a year ago.
During the 39 weeks ended January 29, 2022, Retail Gross Comparable Store
textbook sales increased by 2.0%, as compared to a 14.3% decline a year ago,
when the majority of our stores had temporarily closed due to the COVID-19
pandemic. See Retail Gross Comparable Store Sales discussion below. Course
material declines were mitigated by the growth of First Day (our inclusive
access program), digital and eTextbook revenue increases, due to a shift to
lower cost options and more affordable solutions, including digital offerings.
For the 2022 Spring term, First Day Complete was offered through 76 campus
bookstores compared to 14 campus bookstores in the prior year, at schools with
over 380,000 in total undergraduate enrollment, up from approximately 62,000 in
total undergraduate enrollment in the 2021 Spring term. Revenue for both of our
First Day models increased to $76.1 million during the third quarter of Fiscal
2022, as compared to $46.4 million in the prior year period. Revenue for both of
our First Day models increased to $199.2 million during Fiscal 2022, as compared
to $108.9 million in the prior year period.

During the 13 and 39 weeks ended January 29, 2022, logo and emblematic sales are
reflected in sales on a net basis in our condensed consolidated financial
statements, as compared to the recognition of logo and emblematic sales on a
gross basis in the prior year period. See Retail Gross Comparable Store Sales
discussion below. During the 13 weeks ended January 29, 2022, Retail Gross
Comparable Store general merchandise sales increased by 59.1%, as compared to a
45.8% decline a year ago. During the 39 weeks ended January 29, 2022, Retail
Gross Comparable Store general merchandise sales increased by 82.0%, as compared
to a 54.9% decline a year ago. Both results during both periods benefited
greatly from the return to an on campus learning experience and the resumption
of many activities and events. Sales for general merchandise, including
on-campus cafe and convenience products, and trade merchandise have increased
compared to the prior year, when sales were impacted by the temporary store
closings due to the COVID-19 pandemic. However, general merchandise sales are
still impacted by fewer students returning to campus, as many schools
implemented a remote or hybrid learning model and curtailed on-campus classes
and activities.

Same Store Gross Retail 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 and emblematic general merchandise fulfilled by FLC,
Fanatics and digital agency sales are included on a gross basis for consistent
year-over-year comparison.

Effective April 4, 2021, as contemplated by the FLC Partnership's merchandising
agreement and e-commerce agreement, we began to transition the fulfillment of
logo and emblematic general merchandise sales to FLC and Fanatics. As the logo
and emblematic general merchandise sales are fulfilled by FLC and Fanatics, we
recognize commission revenue earned for these sales on a net basis in our
condensed consolidated financial statements, as compared to the recognition of
logo and emblematic sales on a gross basis in the periods prior to April 4,
2021.

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-
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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.

Retail same store gross sales variances for retail by category for the 13 and 39 week periods are as follows:

                                                       13 weeks ended                                                         39 weeks ended
Dollars in millions                  January 29, 2022                   January 30, 2021                   January 29, 2022                   January 30, 2021
Textbooks (Course
Materials)                     $  (11.9)            (4.0) %       $  (25.0)            (8.1) %       $   17.4              2.0  %       $  (136.1)           (14.3) %
General Merchandise                41.2             59.1  %          (58.0)           (45.8) %          164.5             82.0  %          (242.2)           (54.9) %
Trade Books                         1.6             48.5  %           (5.5)           (61.1) %            5.0             61.6  %           (19.4)           (69.3) %
Total Retail Gross
Comparable Store Sales         $   30.9              8.4  %       $  (88.5)           (19.9) %       $  186.9             17.6  %       $  (397.7)      

(28.0)%


Consistent with prior years and further exacerbated by some delayed start dates,
the Spring Rush period extended beyond the quarter into the fourth quarter.
Factoring in the fiscal month of February into the third quarter, which includes
rental deferred revenue for our First Day programs, Retail gross comparable
store sales increased by approximately 18.8%.

Wholesale

Wholesale sales decreased by $2.4 million, or 6.1% to $37.0 million during the
13 weeks ended January 29, 2022 from $39.5 million during the 13 weeks ended
January 30, 2021. Wholesale sales decreased by $53.0 million, or 33.9% to $103.2
million during the 39 weeks ended January 29, 2022 from $156.1 million during
the 39 weeks ended January 30, 2021. The decrease is primarily due to lower
gross sales impacted by the COVID-19 pandemic, including supply constraints
resulting from the lack of on campus textbook buyback opportunities during the
prior fiscal year, a decrease in customer demand resulting from a shift in
buying patterns from physical textbooks to digital products, and lower demand
from other third-party clients, partially offset by lower returns and
allowances. During the prior year period, the Wholesale operations assumed
direct-to-student fulfillment of course material orders for the Retail Segment
campus bookstores that were not fully operational due to COVID-19 campus store
closures, whereas the sales shifted back to the physical bookstores in the
current period.

SSD

DSS total sales increased by $2.2 million, or 30.9% to $9.4 million during the
13 weeks ended January 29, 2022 from $7.2 million during the 13 weeks ended
January 30, 2021. DSS total sales increased by $7.0 million, or 36.7% to $26.0
million during the 39 weeks ended January 29, 2022 from $19.0 million during the
39 weeks ended January 30, 2021. Sales increased primarily due to an increase in
subscription sales.

Cost of sales and gross margin

Our cost of sales decreased as a percentage of sales to 78.4% in the 13 weeks ended January 29, 2022 vs. 82.8% in the 13 weeks ended
January 30, 2021. Our gross margin increased by $16.4 millioni.e. 23.2%, at
$87.0 millionor 21.6% of sales, in the 13 weeks ended January 29, 2022
from $70.6 millionor 17.2% of sales in the 13 weeks ended January 30, 2021.

Our cost of sales decreased as a percentage of sales to 77.0% during the 39
weeks ended January 29, 2022 compared to 82.1% during the 39 weeks ended
January 30, 2021. Our gross margin increased by $75.8 million, or 35.0%, to
$292.5 million, or 23.0% of sales, during the 39 weeks ended January 29, 2022
from $216.7 million, or 17.9% of sales during the 39 weeks ended January 30,
2021. During the 39 weeks ended January 29, 2022, we recognized a merchandise
inventory loss of $0.4 million in cost of goods sold in the Retail Segment
discussed below. For additional information, see Item 1. Financial Statements -
Note 2. Summary of Significant Accounting Policies - Merchandise Inventories.

Retail

The following table summarizes the cost of retail sales for the 13 and 39 week periods ended January 29, 2022 and January 30, 2021:

                                                             13 weeks ended                                                                          39 weeks ended
                             January 29,              % of               January 30,              % of               January 29,              % of               January 30,              % of
Dollars in thousands            2022              Related Sales             2021              Related Sales             2022              Related Sales             2021              Related Sales
Product and other cost of
sales                       $  287,435                82.2%             $  308,752                88.3%             $  894,936                80.9%             $  897,283                87.1%
Rental cost of sales            18,144                72.3%                 25,394                66.6%                 53,096                60.5%                 60,506                65.4%
Total Cost of Sales         $  305,579                81.5%             $  334,146                86.2%             $  948,032                79.4%             $  957,789                85.3%


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The following table summarizes the retailers gross margin for the 13 and 39 week periods ended January 29, 2022 and January 30, 2021:

                                                                13 weeks ended                                                                          39 weeks ended
                                January 29,              % of               January 30,              % of               January 29,              % of               January 30,              % of
Dollars in thousands               2022              Related Sales             2021              Related Sales             2022              Related Sales             2021              Related Sales
Product and other gross margin $   62,220                17.8%             $   40,806                11.7%             $  211,468                19.1%             $  133,108                12.9%
Rental gross margin                 6,941                27.7%                 12,717                33.4%                 34,661                39.5%                 32,062                34.6%
Gross Margin                   $   69,161                18.5%             $   53,523                13.8%             $  246,129                20.6%             $  165,170                14.7%

For the 13 weeks completed January 29, 2022retail gross margin as a percentage of sales increased as shown below:

•Product and other gross margin increased (610 basis points), driven primarily
by a favorable sales mix (450 basis points) due to higher general merchandise
sales, higher margin rates (295 basis points) due to lower inventory reserves
and lower markdowns, partially offset by higher contract costs as a percentage
of sales related to our college and university contracts (135 basis points)
resulting from contract renewals and new store contracts.

•Rental gross margin decreased (570 basis points), driven primarily by lower
rental margin rates (1,380 basis points) and unfavorable rental mix (275 basis
points), partially offset by lower contract costs as a percentage of sales
related to our college and university contracts (1,080 basis points).

For the 39 weeks completed January 29, 2022retail gross margin as a percentage of sales increased as shown below:

•Product and other gross margin increased (620 basis points), driven primarily
by a favorable sales mix (465 basis points) due to higher general merchandise
sales, higher margin rates (200 basis points) due to lower inventory reserves
and lower markdowns, partially offset by higher contract costs as a percentage
of sales related to our college and university contracts (40 basis points)
resulting from contract renewals and new store contracts and an inventory
merchandise loss of $0.4 million (5 basis points) related to the final sale of
our logo and emblematic general merchandise inventory below cost to FLC.

•Rental gross margin increased (490 basis points), driven primarily by lower
contract costs as a percentage of sales related to our college and university
contracts (685 basis points) and a favorable rental mix (45 basis points),
partially offset by lower rental margin rates (240 basis points).

Wholesale

The cost of sales and gross margin for Wholesale were $28.9 million, or 78.1% of
sales, and $8.1 million, or 21.9% of sales, respectively, during the 13 weeks
ended January 29, 2022. The cost of sales and gross margin for Wholesale was
$28.8 million or 73.0% of sales and $10.7 million or 27.0% of sales,
respectively, during the 13 weeks ended January 30, 2021.

The cost of sales and gross margin for Wholesale were $79.1 million, or 76.6% of
sales, and $24.1 million, or 23.4% of sales, respectively, during the 39 weeks
ended January 29, 2022. The cost of sales and gross margin for Wholesale was
$118.0 million or 75.6% of sales and $38.1 million or 24.4% of sales,
respectively, during the 39 weeks ended January 30, 2021.

Gross margin rate decreased during the 13 and 39 week periods ended January 29, 2022 primarily due to the unfavorable impact of returns and discounts and higher markdowns, partially offset by a favorable sales mix.

SSD

The gross margin for the DSS segment was $7.9 million, or 84.1% of sales, during
the 13 weeks ended January 29, 2022 and $5.9 million, or 81.6% of sales, during
the 13 weeks ended January 30, 2021. The gross margin for the DSS segment was
$21.9 million, or 84.1% of sales, during the 39 weeks ended January 29, 2022 and
$15.3 million, or 80.4% of sales, during the 39 weeks ended January 30, 2021.
The high gross margins are driven primarily by high margin subscription service
revenue earned.

Intercompany Eliminations

During the 13 weeks ended January 29, 2022 and January 30, 2021, our sales
eliminations were $(18.4) million and $(22.7) million, respectively. During the
39 weeks ended January 29, 2022 and January 30, 2021, our sales eliminations
were $(52.8) million and $(87.0) 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 29, 2022 and January 30, 2021, the cost of
sales eliminations were $(20.2) million and $(23.3) million, respectively.
During the 39 weeks ended January 29, 2022 and January 30, 2021, the cost of
sales eliminations were $(53.2) million and $(85.2) million, respectively. These
cost of sales eliminations represent (i) the recognition of
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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 29, 2022 and January 30, 2021, the gross
margin eliminations were $1.8 million and $0.5 million, respectively. During the
39 weeks ended January 29, 2022 and January 30, 2021, the gross margin
eliminations were $0.4 million and $(1.8) 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 ended                                                           39 weeks ended
                            January 29,           % of          January 30,           % of           January 29,           % of           January 30,           % of
Dollars in thousands           2022              Sales              2021             Sales              2022              Sales              2021              Sales
Total Selling and
Administrative Expenses    $  101,460            25.2%          $  92,708            22.5%          $  295,597            23.3%          $  254,723     

21.0%


During the 13 weeks ended January 29, 2022, selling and administrative expenses
increased by $8.8 million, or 9.4%, to $101.5 million from $92.7 million during
the 13 weeks ended January 30, 2021. During the 39 weeks ended January 29, 2022,
selling and administrative expenses increased by $40.9 million, or 16.0%, to
$295.6 million from $254.7 million during the 39 weeks ended January 30, 2021.
The variances by segment are discussed by segment below.

The increase in selling and administrative expenses is primarily related to the
impact from re-opening stores that had temporarily closed due to the COVID-19
pandemic in the prior year. Additionally, during the 13 and 39 weeks ended
January 29, 2022, long-term incentive compensation expense decreased by $0.6
million and increased by $4.0 million, respectively, primarily related to
cash-settled phantom share unit awards which are remeasured at the end of each
reporting period to reflect current assumptions, including changes in the our
common stock price.

Retail

During the 13 weeks ended January 29, 2022, Retail selling and administrative
expenses increased by $8.7 million, or 11.5%, to $84.6 million from $75.9
million during the 13 weeks ended January 30, 2021. This increase was primarily
due to a $7.4 million increase in stores payroll and operating expenses
including comparable stores, virtual stores and new/closed stores payroll and
operating expenses, and a $1.3 million increase in corporate payroll,
infrastructure and product development costs. The payroll increase is primarily
related to the impact from re-opening stores that had temporarily closed due to
the COVID-19 pandemic in the prior year.

During the 39 weeks ended January 29, 2022, Retail selling and administrative
expenses increased by $32.2 million, or 15.3%, to $242.5 million from $210.3
million during the 39 weeks ended January 30, 2021. This increase was primarily
due to a $29.8 million increase in stores payroll and operating expenses
including comparable stores, virtual stores and new/closed stores payroll and
operating expenses, a $0.9 million increase in incentive plan compensation
expense related to phantom share awards as discussed above, and a $1.5 million
increase in corporate payroll, infrastructure and product development costs. The
payroll increase is primarily related to the impact from re-opening stores that
had temporarily closed due to the COVID-19 pandemic in the prior year.

Wholesale

Wholesale selling and administrative expenses decreased by $0.4 million, or
9.1%, to $3.9 million from $4.3 million during the 13 weeks ended January 30,
2021, primarily driven by lower payroll and operating costs. Wholesale selling
and administrative expenses remained flat at $12.3 million for both the 39 weeks
ended January 29, 2022 and January 30, 2021, as lower payroll and operating
costs were offset by higher incentive plan compensation expense related to
phantom share awards, as discussed above.

SSD

During the 13 weeks ended January 29, 2022, DSS selling and administrative
expenses increased by $1.8 million, or 29.3%, to $7.8 million from $6.0 million
during the 13 weeks ended January 30, 2021. During the 39 weeks ended
January 29, 2022, DSS selling and administrative expenses increased by $6.5
million, or 43.0%, to $21.5 million from $15.0 million during the 39 weeks ended
January 30, 2021. The increase in costs was primarily driven by higher
compensation-related expense, higher operating costs invested in the business
associated with higher product development and sales costs aimed at increasing
revenue, and higher incentive plan compensation expense related to phantom share
awards, as discussed above.
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Corporate services

During the 13 weeks ended January 29, 2022, Corporate Services' selling and
administrative expenses decreased by $1.3 million, or 20.6%, to $5.2 million
during the 13 weeks ended January 29, 2022 from $6.5 million during the 13 weeks
ended January 30, 2021. The decrease was primarily due to lower
compensation-related expense of $1.5 million and lower incentive plan
compensation expense related to phantom share awards of $0.4 million, as
discussed above, partially offset by higher operating costs of $0.6 million.

During the 39 weeks ended January 29, 2022, Corporate Services' selling and
administrative expenses increased by $2.2 million, or 12.6%, to $19.4 million
from $17.2 million during the 39 weeks ended January 30, 2021. The increase was
primarily due to higher incentive plan compensation expense related to phantom
share awards of $2.6 million, as discussed above, and higher operating costs of
$1.1 million, partially offset by lower compensation-related expense of $1.5
million.

Depreciation expense

                                                   13 weeks ended                                                          39 weeks ended
                          January 29,           % of          January 30,           % of          January 29,           % of          January 30,           % of
Dollars in thousands          2022             Sales              2021             Sales              2022             Sales              2021             Sales
Total Depreciation and
Amortization Expense      $  12,179             3.0%          $  13,307             3.2%          $  36,755             2.9%          $  40,563             3.3%


Depreciation and amortization expense decreased by $1.1 million, or 8.5%, to
$12.2 million during the 13 weeks ended January 29, 2022 from $13.3 million
during the 13 weeks ended January 30, 2021. Depreciation and amortization
expense decreased by $3.8 million, or 9.4%, to $36.8 million during the 39 weeks
ended January 29, 2022 from $40.6 million during the 39 weeks ended January 30,
2021.The decrease was primarily attributable to lower depreciable assets and
intangibles due to the store impairment loss recognized during the third quarter
of Fiscal 2021.

Impairment Loss (non-cash)

We test 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 Impairment or disposal of long-lived assets.

During the 13 and 39 weeks ended January 29, 2022, 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
$6.4 million (both pre-tax and after-tax), comprised of $0.7 million, $1.8
million, $3.7 million and $0.2 million of property and equipment, operating
lease right-of-use assets, amortizable intangibles, and other noncurrent assets,
respectively, on the condensed consolidated statement of operations.

During the 13 and 39 weeks ended January 30, 2021, 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
$27.6 million ($20.5 million after-tax), comprised of $5.1 million, $13.3
million, $6.3 million and $2.9 million of property and equipment, operating
lease right-of-use assets, amortizable intangibles, and other noncurrent assets,
respectively, on the condensed consolidated statement of operations.

For more 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 39 weeks ended January 29, 2022, we recognized restructuring and
other charges totaling $3.8 million, comprised primarily of $2.0 million for
severance and other employee termination and benefit costs associated with
elimination of various positions as part of cost reduction objectives and $1.8
million for costs associated with professional service costs for restructuring,
process improvements, development and integration associated with the FLC
Partnership, shareholder activist activities, and liabilities for a facility
closure.

During the 13 and 39 weeks ended January 30, 2021, we recognized restructuring
and other charges totaling $1.7 million and $10.7 million, respectively,
comprised primarily of $1.3 million and $5.8 million, respectively, for
severance and other employee termination and benefit costs associated with
elimination of various positions as part of cost reduction objectives, and $0.4
million and $4.9 million, respectively, for costs associated with professional
service costs for restructuring, process improvements, development and
integration associated with the FLC Partnership, shareholder activist
activities, and liabilities for a facility closure.
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Operating Loss

                                                       13 weeks ended                                                             39 weeks ended
                             January 29,           % of           January 30,           % of            January 29,           % of           January 30,            % of
Dollars in thousands            2022              Sales              2021               Sales              2022              Sales               2021              Sales
Total Operating Loss        $  (33,135)           (8.2)%         $  (64,702)           (15.6)%         $  (49,999)           (4.0)%         $  (116,884)           (9.6)%


Our operating loss was $(33.1) million during the 13 weeks ended January 29,
2022, compared to operating loss of $(64.7) million during the 13 weeks ended
January 30, 2021. The decrease in operating loss is due to the matters discussed
above. For the 13 weeks ended January 29, 2022, excluding the $6.4 million of
impairment loss (non-cash) discussed above, operating loss was $(26.7) million
(or (6.6)% of sales). For the 13 weeks ended January 30, 2021, excluding the
$27.6 million of impairment loss (non-cash) and the $1.7 million of
restructuring and other charges, discussed above, operating loss was $(35.4)
million (or (8.6)% of sales).

Our operating loss was $(50.0) million during the 39 weeks ended January 29,
2022, compared to an operating loss of $(116.9) million during the 39 weeks
ended January 30, 2021. The decrease in operating loss is due to the matters
discussed above. For the 39 weeks ended January 29, 2022, excluding the $0.4
million of merchandise inventory loss, $6.4 million of impairment loss
(non-cash), and the $3.8 million of restructuring and other charges discussed
above, operating loss was $(39.4) million (or (3.1)% of sales). For the 39 weeks
ended January 30, 2021, excluding the $27.6 million of impairment loss
(non-cash) and the $10.7 million of restructuring and other charges, discussed
above, operating loss was $(78.5) million (or (6.5)% of sales).

Interest Expense, Net

                                                        13 weeks ended                                        39 weeks ended
Dollars in thousands                      January 29, 2022           January 30, 2021           January 29, 2022           January 30, 2021
Interest Expense, Net                   $           3,051          $           2,311          $           7,809          $           5,876


Net interest expense increased by $0.7 million, or 32.0%, to $3.1 million during
the 13 weeks ended January 29, 2022 from $2.3 million during the 13 weeks ended
January 30, 2021. Net interest expense increased by $1.9 million, or 32.9%, to
$7.8 million during the 39 weeks ended January 29, 2022 from $5.9 million during
the 39 weeks ended January 30, 2021. The increase was primarily due to higher
borrowings compared to the prior year.

Income Tax Expense (Benefit)

                                                         13 weeks ended                                                                          39 weeks ended
                         January 29,                                 January 30,                                 January 29,                                 January 30,
Dollars in thousands        2022             Effective Rate             2021             Effective Rate             2022             Effective Rate             2021             Effective Rate
Income Tax Expense
(Benefit)               $      615               (1.7)%             $  (18,724)               27.9%             $      811               (1.4)%             $  (35,334)               28.8%


We recorded an income tax expense of $0.6 million on pre-tax loss of $(36.2)
million during the 13 weeks ended January 29, 2022, which represented an
effective income tax rate of (1.7)% and we recorded an income tax benefit of
$(18.7) million on a pre-tax loss of $(67.0) million during the 13 weeks ended
January 30, 2021, which represented an effective income tax rate of 27.9%.

We recorded income tax expense of $0.8 million on a pre-tax loss of $(57.8)
million during the 39 weeks ended January 29, 2022, which represented an
effective income tax rate of (1.4)% and we recorded an income tax benefit of
$(35.3) million on a pre-tax loss of $(122.8) million during the 39 weeks ended
January 30, 2021, which represented an effective income tax rate of 28.8%.

The effective tax rate for the 13 and 39 weeks ended January 29, 2022 is lower
as compared to the comparable prior year due to the assessment of the
realization of deferred tax assets and loss carrybacks recorded in the prior
year.
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Net Loss

                                                  13 weeks ended                            39 weeks ended
                                         January 29,          January 30,          January 29,          January 30,
Dollars in thousands                         2022                 2021                 2022                 2021
Net loss                                $   (36,801)         $   (48,289)         $   (58,619)         $   (87,426)


As a result of the factors discussed above, net loss was $(36.8) million during
the 13 weeks ended January 29, 2022, compared with net loss of $(48.3) million
during the 13 weeks ended January 30, 2021. As a result of the factors discussed
above, net loss was $(58.6) million during the 39 weeks ended January 29, 2022,
compared with net loss of $(87.4) million during the 39 weeks ended January 30,
2021.

Adjusted Earnings (non-GAAP) is $(28.9) million during the 13 weeks ended
January 29, 2022, compared with $(25.6) million during the 13 weeks ended
January 30, 2021. Adjusted Earnings (non-GAAP) is $(44.0) million during the 39
weeks ended January 29, 2022, compared with $(56.2) million during the 39 weeks
ended January 30, 2021. See Adjusted Earnings (non-GAAP) discussion below.

Use of Non-GAAP Measures – Adjusted Earnings, Adjusted EBITDA, Adjusted EBITDA by Segment and Free Cash Flow

To supplement our results prepared in accordance with generally accepted
accounting principles ("GAAP"), we use the measure of Adjusted Earnings,
Adjusted EBITDA, Adjusted EBITDA by Segment, and Free Cash Flow, which are
non-GAAP financial measures under Securities and Exchange Commission (the "SEC")
regulations. We define Adjusted Earnings as net income adjusted for certain
reconciling items that are subtracted from or added to net income (loss). We
define Adjusted EBITDA as net income (loss) plus (1) depreciation and
amortization; (2) interest expense and (3) income taxes, (4) as adjusted for
items that are subtracted from or added to net income (loss). We define Free
Cash Flow as Cash Flows from Operating Activities less capital expenditures,
cash interest and cash taxes.

To properly and prudently evaluate our business, we encourage you to review our
condensed consolidated financial statements included elsewhere in this Form
10-Q, the reconciliation of Adjusted Earnings to net income (loss), the
reconciliation of consolidated Adjusted EBITDA to consolidated net income
(loss), and the reconciliation of Adjusted EBITDA by Segment to net income
(loss) by segment, the most directly comparable financial measure presented in
accordance with GAAP, set forth in the tables below. All of the items included
in the reconciliations below are either (i) non-cash items or (ii) items that
management does not consider in assessing our on-going operating performance.

These non-GAAP financial measures are not intended as substitutes for and should
not be considered superior to measures of financial performance prepared in
accordance with GAAP. In addition, our use of these non-GAAP financial measures
may be different from similarly named measures used by other companies, limiting
their usefulness for comparison purposes.

We review these non-GAAP financial measures as internal measures to evaluate our
performance at a consolidated level and at a segment level and manage our
operations. We believe that these measures are useful performance measures which
are used by us to facilitate a comparison of our on-going operating performance
on a consistent basis from period-to-period. We believe that these non-GAAP
financial measures provide for a more complete understanding of factors and
trends affecting our business than measures under GAAP can provide alone, as
they exclude certain items that management believes do not reflect the ordinary
performance of our operations in a particular period. Our Board of Directors and
management also use Adjusted EBITDA and Adjusted EBITDA by Segment, at a
consolidated and at a segment level, as one of the primary methods for planning
and forecasting expected performance, for evaluating on a quarterly and annual
basis actual results against such expectations, and as a measure for performance
incentive plans. Management also uses Adjusted EBITDA by Segment to determine
segment capital allocations. We believe that the inclusion of Adjusted Earnings,
Adjusted EBITDA, and Adjusted EBITDA by Segment results provides investors
useful and important information regarding our operating results, in a manner
that is consistent with management's evaluation of business performance. We
believe that Free Cash Flow provides useful additional information concerning
cash flow available to meet future debt service obligations and working capital
requirements and assists investors in their understanding of our operating
profitability and liquidity as we manage the business to maximize margin and
cash flow.
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