Welcome to the Barnes & Noble Education Fiscal 2022 Third Quarter Earnings Conference call. My name is Juan and I will be coordinating your call today. [Operator Instructions]

I will now hand over to your host, Andy Milevoj to begin with. Please Andy, go ahead.

Andy Milevoj - Vice President of Investor Relations

Good morning and welcome to our fiscal 2022 third quarter earnings call. Joining us today are Mike Huseby, CEO and Chairman; Tom Donohue, CFO; Jonathan Shar, Executive Vice President BNED Retail and President, Barnes Noble College; David Henderson, President of MBS; and David Nenke, President of DSS.

Before we begin the call, I'd like to remind you that the statements we make on today's call are covered by the Safe Harbor disclaimer contained in our press release and public documents. The contents of this call are the property of Barnes Noble Education and are not for rebroadcast or use by any other party without prior written consent of Barnes Noble Education.

During this call, we will make forward-looking statements with predictions, projections and other statements about future events. These statements are based upon current expectations and assumptions that are subject to risks and uncertainties, including those contained in our press release and public filings with the Securities and Exchange Commission. The Company disclaims any obligation to update any forward-looking statements that may be made or discussed during this call.

And now, I'll turn the call over to Mike Huseby.

Michael P. Huseby - Chairman & Chief Executive Officer

Thanks, Andy and thank you all for joining us this morning. As we entered the Spring Rush period, we along with everyone else, continued to experience the ongoing effects of COVID. The Omicron variant began to spread rapidly in December and continued into January just as schools have planned to welcome students back to campus for the start of the spring semester.

Despite the continued positive momentum in our key strategic growth initiatives this quarter, COVID Omicron surge just before our seasonally important Spring Rush period did negatively impact our results compared to the expectations we had prior to the surge. In early January, while the majority of our institutional partners brought students back to campus, over 100 campuses that we serve chose to conduct classes remotely for the beginning of the semester, while others chose to delay their start dates and some schools both delayed their start date and started classes remotely in response to the surging Omicron virus.

As we have been doing for the past two years, we work closely with our campus partners to adapt and respond to the safety-first policy decision many of our schools were forced to make. To support students' success, we were able to quickly pivot and shift textbooks and supplies for clients to move to virtual learning, where students work on campus as originally planned. The need to be flexible and adaptable is now a given.

We were able to once again showcase the value we provide through our unique mix of digital and physical assets by customizing solutions to help both the schools and students that we serve, adapt to changes with very short notice. While our teams did a great job responding nimbly to the impacts of this unwelcome Omicron surge, the reality is that this was a very sub-optimal environment in which to operate efficiently, which negatively impacted our business results. Notwithstanding these and related environmental challenges during the quarter, we were able to continue the significant momentum of our key growth initiatives. First Day, First Day Complete, our FLC partnership and its impact on our general merchandise business and growing our new store footprint by adding profitable new business during the quarter.

Our third quarter results reflect the impact of the Omicron curveball that COVID threw at us, primarily in lost or delayed sales for most of the services we provide and the products as we sell, including courseware, general merchandise and school supplies. As a result of the necessary precautions taken by our institutional partners in response to Omicron, some of our rush sales were either delayed later into the quarter, pushed into the fourth quarter or lost as store traffic underperformed expectations. As Tom will further discuss, while our third quarter gross comparable store sales increased 8.4% when factoring in the full rush period that extended into the month of February, gross comparable store sales increased approximately 18.8% over last year's Spring Rush.

Despite the tremendous amount of change that's occurred over the last few years, we can now say with confidence that much of the perceived value of a college education is still rooted in its basic elements. The in-person learning and social experience remains of extremely high value for students and schools. In the latest Student Voice survey conducted by Inside Higher Ed and College Pulse when students were asked why the fall semester worked, 67% said in-person classes and 40% said social opportunities. Colleges are working hard and are motivated to bring vibrancy back to campus, while simultaneously managing and responding to the vicissitudes of the COVID virus.

In conversations with our partners, faculty and students, it's clear that COVID has accelerated many of the changes occurring in higher education. The perspective is changing to a more flexible student-centric model that goes beyond solely a student's academic needs and ensure us that they are equipped for success beyond the classroom. This is a paradigm change in higher ed, as schools transition from the traditional question of how prepared is a student to seat in the school to a more current perspective of how prepared is the school to meet the broader needs of the student. This change in view is being driven by a more competitive environment, as enrollment demographics change, the ROI value of an education is subject to greater scrutiny and other needs like mental health and career placement move to the forefront and supporting student success.

For the non-traditional student, [Phonetic] greater numbers is changing the views of what defines a traditional student, the value proposition is in both providing flexibility and offering curriculum that provides an improved opportunity to elevate their alliance. Understanding students' demand is critical to ensure that institutions are satisfying those demands in a more personalized way. Schools need to remain focus on developing flexible learning models and utilizing technology to achieve higher success rates, which includes retention and graduation rates, while making degrees more relevant for success post graduation. BNED's solutions and offerings are directly aligned with these key areas of focus and help institutions identify and address many of these issues.

Late to achieving the schools' primary objectives of equitable access, affordability and improving student outcomes, our First Day and First Day Complete inclusive access courseware delivering offerings are growing rapidly, as institutions realize the benefits for their students and the schools' ability to compete for students in this environment. In addition to the 65 campus stores that implemented First Day Complete in the fall term, an incremental 11 stores initiated First Day Complete in the spring term, bringing the total to 76 stores, representing an estimated undergraduate enrollment of over 380,000 students, as these institutions benefited from the program.

Our teams have already secured commitments to launch First Day Complete for additional campuses in the Fall Term of 2022 and continue to work with a significant number of additional campuses to launch First Day Complete in academic years '22, '23 and beyond. Given the timing of one First Day Complete contracts to the coming new fiscal year are finalized, we plan to provide more specificity on our expected fall '22 First Day Complete enrollment growth in connection with our year-end earnings release in June.

Beyond our current roster of institutional partners, our total value proposition, which includes our inclusive access offerings and ability to fulfill them using our MBS assets, our logo and emblematic partnership with Fanatics and Lids and our DSS suite of supplemental learning and study tools, is resonating with many new schools that have recently entered into agreements with us to manage their bookstores.

For fiscal '22, which will end on April 30, 2022, we are currently on track to generate gross new business wins of approximately $130 million, just over $100 million on a net basis, after considering expected store closings. These amounts, which are based on estimated sales using historical information, include our newly formed partnership with Notre Dame. We're excited to announce that we will begin to operate their campus bookstore system next week.

Turning to our general merchandise business. We continue to experience the early benefits from our partnership with Fanatics and Lids, with gross general merchandise comparable sales growing 59% during the third quarter. The customer facing benefits of this partnership include an unparalleled merchandise assortment, a best-in-class omnichannel customer experience for logo and emblematic products and powerful digital marketing tools to create awareness and improve access. In addition, this truly strategic partnership also provides BNED with additional sustainable benefits to our operating model and are important to recognize and the value like reduced direct investment in ecommerce system development costs, marketing spend and payroll expenses, as we leverage the tech expertise, investments and general merchandise and workforce of Fanatics and Lids. This leverage translates into both lower spend and accelerated time to market renovation. Over $58 million in liquidity infused from initial strategic investments made by FLC in the second half of our last fiscal year. Working capital improvements, as we no longer are purchasing and paying for the logo and emblematic product inventory, a unique part in go-to-market with to win significant new business like Notre Dame, one of the largest NCAA brands for general merchandise sales.

Finally, the supply chain benefits of scale enjoyed by FLC that we would not demand on a standalone basis. This was proven during the supply chain challenges of the past 12 months, as Fanatics and Lids have undoubtedly been able to more effectively procure supply for our stores and we could [Phonetic] on our own in such a challenged environment.

We expect our FLC partnership to grow our general merchandise comparable gross sales and gross profit dollars more substantially and faster than we would be able to on our own, given the benefits we just discussed and our experience to-date. We have already accomplished much together after only one year. But, we believe together that we have significant upside as we apply our learnings and progress to-date to further benefit our customers, the schools, students, faculty, alums and fans that we serve with this unique and exclusive partnership.

Turning to our DSS business. Our bartleby suite of solutions continued to exhibit its solid growth. DSS revenue grew 31% to $9.4 million, with bartleby revenue growing approximately 36% year-over-year. Bartleby generated over 97,000 bartleby gross subscribers during the quarter and over 285,000 bartleby gross subscribers year-to-date, representing year-over-year growth of 34%.

During the third quarter, we were excited to announce a new partnership with Delgado Community College in which they implemented both our First Day Complete offering and bartleby suite of digital services for their students. In addition to ensuring all students have convenient, affordable access to all their course materials, every student will also receive access to personalized support to bartleby's 24/7 online study platform through the Delgado Course Complete offering. Many of these students are parents with busy lives, jobs, family obligations and household responsibilities. When these students are ready to get their school work done morning or night [Phonetic], we want to be there to help them achieve the understanding that they need to master the material. Bartleby will be integrated seamlessly into Delgado's learning management system.

Providing students with convenient access to affordable course materials on their first day of class is the foundational step in preparing them for their best opportunity to achieve academic success. But, that's just the important first step. Offering bartleby's digital suite of services with our First Day Complete offering ensures that students have access to the learning support they need and demand whenever and wherever is most convenient for them and learning in a much more personalized way. We look forward to keeping you apprised of our efforts to ensure all students are equipped for success from their first day until they complete their finals through our First Day Complete and First Day digital offerings.

Another third quarter highlight is an important strategic partnership that we entered into with Billie Jean King Enterprises to enhance BNED's diversity, equity and inclusion initiatives and programming. Our newly formed partnership with this sports icon and social justice champion will advance BNED's DEI initiatives and programing for the benefit of the employees, partner schools, students and faculty that we serve. In addition to supporting our ongoing DEI efforts, this partnership will enable us to develop and launch new initiatives that emphasize respect, tolerance and equity and embrace diversity within our culture and daily business practices. These values are important to our people and our customers. And this partnership aligns us squarely with them on this critical element of BNED's core culture.

While we continued to experience some ongoing COVID-related negative impacts during the third quarter, which is influencing our current outlook for fiscal 2023 that Tom will discuss in more detail. We have much in these positive about and look forward to. All the current facts show that the impact of COVID are being diluted by the proven efficacy of COVID vaccines and responsive protocols and regulatory policies that are aimed at returning us all to a more normal or at least more transparent and predictable operating environment in the near term.

We believe, we will have some positive comps benefiting from a return to in-person NCAA sporting events and activities such as the final four as we have come to celebrated pre-COVID. Upcoming in-person graduation celebrations and the positive momentum of our growth initiatives that are focused on as a key to completing the transformation of our business that we have been working hard on for the past several years.

I'm extremely proud and grateful to our people, our customers and our shareholders for their ongoing support during the choppy seas we believe we have navigated through together into what most are projecting to be a much calmer horizon in front of us.

And now, I'll turn it over to Tom for the financial review.

Thomas D. Donohue - Executive Vice President, Chief Financial Officer

Thanks, Mike. Please note that the third quarter of fiscal 2022 consists of 13 weeks ended on January 29, 2022. All comparisons will be to the third quarter of fiscal 2021 unless otherwise noted. As Mike highlighted earlier, our third quarter results, which include the start of our Spring Rush period, were impacted by the ongoing effects of COVID and the Omnicom surge that began just as schools were preparing to welcome students back to campus for the start of the spring semester. This had an effect of delaying some rush sales in the latter part of the third quarter and into the fourth quarter. We also believe that sales within certain categories that rely on a vibrant campus atmosphere such as school supplies and food and convenience were lost with the disruption at the beginning of the spring semester.

Total sales for the quarter were $402.8 million compared with $411.6 million in the prior year. This decrease of $8.8 million or 2.1% was comprised of $12.9 million decrease from the Retail segment, a $2.4 million decrease in the Wholesale segment and a $2.2 million increase from the DSS segment.

Retail sales decreased $12.9 million or 3.3% as compared to the prior year period due to lower course material sales and lower logo and emblematic revenue recognition, which are now reflected on a net revenue commission basis as compared to the gross revenue basis in the prior-year period, following our merchandising partnership agreement with Fanatics and Lids.

On a gross comparable store basis in which logo and emblematic sales fulfilled by Fanatics and Lids are included on the gross revenue basis, retail sales increased 8.4% during the quarter, consisting of a 4% decline in textbook sales and 59.1% increase in general merchandise sales. Textbook sales declined on lower enrollments, fewer international students and the decision of some schools to delay their spring semester start dates. This was partially offset by the growth of our First Day Complete and First Day by course offerings, with revenue increasing 64% to $76.1 million during the quarter as compared to $46.4 million in the prior year period. As the spring term extends to April and May, rental income related to First Day Complete and First Day rental course materials are recognized over the term and therefore a portion of the rent was deferred into our fiscal fourth quarter.

Our general merchandise business benefited from a greater number of students returning to campus, the reopening of most of our campus stores in the current period as compared to a year ago when the majority of our stores were closed in response to COVID safety protocols coupled with an improved selection in ecommerce experience for our customers benefiting from our partnership with Fanatics and Lids. Consistent with prior years, the Spring Rush period typically extends beyond the quarter due to later school openings and students buying course materials later in the semester. Factoring in the fiscal month of February into the third quarter, comparable store sales for the Retail segment for Spring Rush increased by approximately 18.8%.

Net sales for the Wholesale segment decreased $2.4 million or 6.1% to $37 million, primarily due to COVID-19 related supply constraints, resulting from the lack of on-campus textbook buyback opportunities during the prior fiscal year and lower customer demand resulting from a shift in buying patterns from physical textbooks to digital products, which was partially offset by lower returns and allowances. Additionally, during the prior year period, Wholesale CSS model fulfilled direct to student course material orders for Retail's campus bookstores that were not fully operational due to COVID-19 campus store closures, whereas those sales shifted back to campus bookstores in the current period. DSS sales grew $2.2 million or 30.9% to $9.4 million benefiting from an increase in subscription sales.

The consolidated gross margin rate for the quarter was 21.6% compared to 17.2% in the prior year period and our gross profit increased 23.2% to $87 million. This was primarily due to the favorable sales mix of higher general merchandise products and higher margin rates benefiting from lower inventory reserves and lower markdowns, somewhat offset by higher contract costs.

Our selling and administrative expenses increased by $8.8 million or 9.4% compared with the prior year period, primarily due to the reopening of most stores and bringing employees back to serve the greater number of students on campus, as compared to the prior year when we furloughed many employees in response to our COVID-related temporary store closures [Phonetic]. During the third quarter, we evaluated our store level long-lived assets in the Retail segment for impairment. As a result of the impairment testing, we recognized a $6.4 million non-cash charge.

At the end of the quarter, our cash balance was $10 million with outstanding borrowings of $200.4 million as compared to borrowings of $150.8 million in the prior year period. Much like our second quarter, this increase is mostly due to the timing of receivables associated with a significant growth of our First Day offerings. Schools generally remit payments for students enrolled in courses after their student drop at dates which occurred after the third quarter ended. CapEx for the quarter was $12.1 million as compared to $9.7 million in the prior year.

As we look to the balance of the fiscal year and our next fiscal year, while COVID-19 and its variance have had a greater-than-expected impact on our business in fiscal 2022, based on our current views, which include an improved outlook for campus events and activities on the spring, the company continues to expect to generate positive non-GAAP adjusted EBITDA in fiscal year 2022. While we currently believe that the non-GAAP adjusted EBITDA will significantly improve in fiscal year 2023, we now expect non-GAAP adjusted EBITDA in fiscal year 2023 to be lower than the pre-COVID levels, as its direct and ancillary impacts of the pandemic, including Wholesale supply issues and inflationary pressures are expected to continue. We expect to be in a position to provide additional insight on our fiscal year 2023 outlook when we report our year-end earnings in June.

Currently, our Retail segment operates 1,441 college, university and K-12 school bookstores comprised of 799 physical bookstores in their ecommerce sites as well as 642 virtual bookstores.

With that, we will open the call for questions. Operator, please provide instructions for those interested in asking a question.

Question & Answers

Operator

[Operator Instructions] And the first question comes from the line of Ryan McDonald from Needham. Please Ryan, your line is now open.

Ryan McDonald - Needham - Analyst

Hi, Mike and Tom, thanks for taking my question. Maybe starting with Fanatics and Lids. It was great to see 59% growth in comp store sales there and starting to see some of the positive impact. I'm curious as you've continued to roll out additional or get additional sites live on FLC. What sort of uplift are you seeing sort of as those go lives sort of hit, and the impact on ecommerce sales just generally?

Michael P. Huseby - Chairman & Chief Executive Officer

Yes, Jon. I'll let Jon Shar address that. Thanks Ryan.

Jonathan Shar - Executive Vice President, BNED Retail and President, Barnes & Noble College

Yes, Ryan. We're - we're really excited about the initial results that we're seeing in the quarter and since we launched the sites with the - as you mentioned a 59% increase in our comp store general merchandise sales. I think that - so the contributing - both contributing factors include our in-store assortments and experience as well as online benefits. We're transitioning more sites this - in the fourth quarter over and we expect it to have a really significant impact on driving increased sales going forward. So, very excited about the experience, the assortment and the offering that we can bring to our schools and the customers that we serve.

Michael P. Huseby - Chairman & Chief Executive Officer

Yes, just one general comment on the partnership itself, Ryan, is that it wasn't even a year ago when we really started this by selling our inventory to FLC so they could take over the emblematic and logo clothing and goods business. And the upside that we have really is also resident and the improvements that we're making in just the day-to-day operation and ordering. If you think back to the supply issues that were really prevalent in all businesses last year, the timing of when we have to put orders in for the fall, that type of thing, there was a lockdown very, very quickly when FLC established its leadership, which is now being much, much more refined in terms of representing each store, their brand and the assortments and how we go to market. So, just the evolution of the partnership going into its second year soon will provide, I think, substantial upside to what we saw in the - in the last 12 months.

Ryan McDonald - Needham - Analyst

It's really helpful, thanks. And maybe as we look out there at the progress you're making on the initiatives, great, great traction with FLC, First Day Complete continuing to grow rapidly increasing percent of the course material stands, bartleby initiative is being really strong here. Can you talk about that in the context of some of the preliminary comments you gave around the fiscal '23 margin profile, maybe why we might not be seeing some of those margin accretive sort of business is growing as a percent of the mix not sort of translating as much to the - to the profitability or adjusted EBITDA outlook as we look at the next year. Thanks.

Michael P. Huseby - Chairman & Chief Executive Officer

Well, I think our guidance relate to the EBITDA, not margin specifically. But, we're concerned about inflation in terms of how it flows through our spend and the need to be competitive in a digital environment by retaining and attracting talent as part of that - the other pieces of that inflation go to fuel cost and what that does to our freight and shipping and we're spending a lot of time looking at pricing, how much of that can be passed through in our various pricing models for our inclusive access in all the card [Phonetic] offerings. So, the adjustment in the guidance where as we said we would approach pre-COVID levels for '23 and beyond and now we're saying it's going to grow substantially beyond '22, but probably not to the level we thought. We gave that guidance - think back to June of last year, we gave that guidance. What we did not know at that time is we did not know of some of the things that were going to be happening obviously in the world to effect inflation as well as the Delta variant, Omicron et cetera, which does affect our jump off point so to speak from '22 to '23 since we just - we're just going to end that fiscal year in April.

The other big thing is wholesale. Wholesale, if you look back at our pre-COVID contributions, EBITDA by segment was fairly substantial and that business as we've disclosed been challenged by lack of supply because of a buyback and also because of inability to really source books from international sources given the very expensive freight costs associated that makes it so prohibitive. So we're working hard and David Henderson is on the line and we're working very hard to get wholesale, more profitable next year than it was this year and we're not giving guidance by segment but wholesale is another piece of that. So this is not all around margin, this is really - it's got a lot to do with spend and growing our digital business and during a time of scale.

Ryan McDonald - Needham - Analyst

Really helpful, thank you. And then maybe just one more from me and I'll hop back in the queue. But on Bartleby, it was really great to see the first deal announced with Delgado Community College and, and sort of your ability to start bundling that with FTC. Can you just talk about sort of what got Delgado comfortable with sort of having the digital study tool integrated in and maybe how that affects the strategy around pricing for Bartleby moving forward? Is it still going to be charged on a monthly basis in these huge contractual relationships or how that's being sort of rolled in? Thanks.

Michael P. Huseby - Chairman & Chief Executive Officer

Yeah, I'll make one general comment and then David Nenke, who is President of DSS, can answer your questions in further depth. But just in general, as we found out with selling First Day Complete, the key to selling any new revolutionary model is making sure you line up with a more progressive, open-minded leadership on the campus. I think we found that at Delgado, so that was - that's one of the key. We're very much in sync with them and they are very excited about what the potential benefits to their students are of incorporating the digital - bartleby digital suite study - self-study suite of tools in with the First Day Complete program. So, that's the big part of it. David can answer your other questions.

David Nenke - President of Digital Student Solutions

Yeah, absolutely, Mike. Delgado absolutely focused on providing the best outcomes to their students. They have - a large percentage of their student population is part time or non-traditional students, who need help and supports outside of core university hours. And so, they - as we had discussions with them, they were very focused on trying to provide support to their students to kind of help ultimately with student success, which absolutely lines up with our focus on what we're trying to do, and our objective kind of remains enhancing educational outcomes and complement the work that happens in the classroom. So, with them, now we're very open, and as we talk through our opportunities in the feature set, they were very focused on making sure they could provide as many features as their students. I think one of the interesting things particularly with Delgado is they're also interested in the reporting that comes with it and making sure that students are engaged with the tools and really trying to support. It's a white label product and LMS integration, et cetera. So, we're in the process now signing the faculty and taking them through the products. So, it's exciting time for us. And they are very customer focused and making sure their students got the benefits. From a charging perspective, which I think was the second part of your question, the charging is more around opportunity of states if you like, or student hours, so aligned with the amount of students that they have on campus at the time. It's how we're kind of working through charging rather than the - I guess, the direct-to-consumer business, which is now monthly subscriptions.

Ryan McDonald - Needham - Analyst

Thanks for taking my question. I'll hop back in queue.

Michael P. Huseby - Chairman & Chief Executive Officer

Thanks, Ryan.

Operator

Your next question comes from the line of Alex Fuhrman from Craig-Hallum Capital Group. Please, Alex, your line is now open.

Alex Fuhrman - Craig-Hallum Capital Group - Analyst

Great. Thanks very much for taking my question. Wanted to talk a little bit more about the fiscal '23 EBITDA guide. Can you unpack a little bit more about where is that coming from? I think you mentioned, Michael, just the sheer notion of starting at kind of a lower jumping off point in the month of May, still being part of fiscal year. How much is that going to be a headwind versus pre-COVID and versus how much of it is supply chain issues that you're seeing versus just inflation pressures? And then kind of putting it all together, I mean, is it still the Company's goal to get back to pre-COVID profitability in the long run? Just trying to kind of size up these different aspect of it if you could?

Michael P. Huseby - Chairman & Chief Executive Officer

Yeah, let me to start off by saying, Alex, that we'll be able to, I think, provide more precision around fiscal year '23 after we close fiscal year '22, which won't happen until the end of April and May. And we - in terms of the jumping off point, one thing I will say is that, I mean, it's influenced by, I think, the fact that COVID has lingered and that has an impact on a lot of different things psychologically in terms of the people we do business and the operating environment, in terms of our ability to get their attention, etc. But having said that, there are impacts from jumping off, but we're also pretty optimistic about how we're going to start fiscal year '23 with the FTC growth that we've had and the FLC partnership improvements and opening new schools like Notre Dame and going to market to capture other new big business like that. So, unpacking that, yes, I think, first off, we definitely, on a longer-term basis, not only intend to get back to that level, but surpass it. So, the pacing of everything that we've intended, if you look back at the last two years, has been slower than we expected. We expected it to accelerate financially a little bit more quickly this coming year than it's going to, and there's a lot of different factors that enter into that. I've tried to highlight some of them. I think we'll be more specific about it as we get our year-end results closed and really start to get into fiscal year '23 in a more surgical basis. I mean, right now we're in the middle of finalizing our budget cycle for '23. So, I think one thing this COVID has taught us, and I'm not sending this as any kind of a signal, but that we do need to be cautious about our outlooks, given the uncertainty that it creates and the impact that's having. I mean, this thing in Ukraine and its impact has a lot of ripple impacts on how we do business, both in retail and wholesale, both of those in particular, because we have a lot of volume still in physical shipments and in general merchandise physical shipments, and $130 a barrel oil, haven't seen the price today, but for yesterday, has a big impact on our cost structure. So, we're doing a lot of different things to try to mitigate that, with commissions and labor and everything else. But labor is another big concern, because we've been able to really retain our quality workforce and in fact add a lot of good people. David in DSS has done a tremendous job of attracting and retaining new digital talent, which is very competitive in this environment. And we've been able to keep things, the great team we have together. But to do that and be competitive, you have to assume that you're going to have some increases, which puts pressure on us to move technology spend faster, so that we're replacing more of our human spend with technology spend over time. So, anyway, I guess the other thing I would say is that the enrollment status that came out is something we didn't know and really anticipate, and quite frankly, it's a projection we start to see some optimism recently through applications that are coming through. But as you know, enrollments were hit, undergraduate enrollment declined 3% this fall from a year ago and 6.5% from two years ago, which is really what we're measuring when we talk about pre-COVID. So, even more prevalent, the two year institution enrollments declined by 3.4% and down 13% since 2019. So, some of that enrollment information that came to light that wasn't known last June has had an impact on looking at our outlook for this coming year. We're doing a lot to combat the enrollment decline. And how do you do that? Well, the enrollment decline is a big issue for the schools we serve. So, our job is to help make them more competitive in terms of getting out their message, not just against how they compete with other schools, but just the value of an education, what the ROI is on an education. So that's our mission, is to try to support. Their mission, to get the value proposition, clearly communicated as to why higher ed - why higher education experience and credentials is still important. So, those are kind of the big things in enrollments, inflation, as I mentioned already, wholesale, and a lot of that we're offsetting by the growth in First Day Complete and what we expect to happen in general merchandise.

Alex Fuhrman - Craig-Hallum Capital Group - Analyst

Great, that's really helpful. Thanks. And then if I could just ask a little bit more about First Day Complete, it sounds like that is progressing very nicely and it's probably the most important growth vehicle for you over the next couple of years. Are there mechanisms in place to start to recoup some of those higher freight rate that you were mentioning in your prepared remarks? Does this change kind of how you go after the next 50 or 100 schools in terms of how you talk about pricing and the ultimate bottom line? Just wondering how you're going to be able to scale that in an environment where your freight rates and other costs are a lot higher?

Michael P. Huseby - Chairman & Chief Executive Officer

Yeah, it's a great question. It's something we talk about daily. We had big meetings going into this current slate of discussions around First Day Complete contractual pricing. And the thing is that there's a couple of elements that go into analyzing your costs. So, you don't get upside down and locking into rates. It's the pricing that you're paying for content as well as freight and some other cost elements that factor into commissions and other structure and that type of thing. But we do have an annual pricing review. We are spending a lot of time, and Jon Shar and his team are working with Tom, our CFO. They actually started doing that already last semester in anticipation of what we saw in terms of freight increases in the fall and in the spring. So, I'll let Jon talk about that. But one thing I would say to just to support your comment is, keep in mind that this First Day Complete product, which is no doubt our focus in terms of reversing a secular trend in textbook, courseware, whether it's digital or physical declines over the last 10, 12 years, with only a 14 campuses supporting 40,000 students in the fall of '20, then went to 65 campuses, about 290,000 students this last fall, and we expect to see that continue to scale. And the point I want to make is that all that growth occurred during a really tough sales period. Very difficult to convince people to change models and focus on the benefits of these kinds of new revolutionary courseware pricing models, while they're so focused on COVID safety, tracing, testing, etc., and just getting their attention. So our people in retail and supported by everyone else has done a great job selling FTC. I think that as I closed my remarks from the script, I said I think we've been through these choppy seas and navigated and we have common horizon, I really believe that barring something that we can't control that's going on in the world. But that really gives me a lot of enthusiasm for what we're going to do with FTC and continuing to scale going forward. I'll turn it to Jon to talk about the questions you have on pricing consideration.

Jonathan Shar - Executive Vice President, BNED Retail and President, Barnes & Noble College

Yes. Alex, great question. The other thing just building on what Mike is saying to that's a factor is the percent of digital content that is growing each term as a percent of mix overall and within FDC and obviously digital content offsets any increases in brown [Phonetic] freight or other expenses that go into the cost of the content. So that we have a balance of some cost going up, but favorable mix shifting to digital, which is allowing us to continue to provide great value to our campuses and overall really optimistic about the growth of First Day Complete because what we're seeing is that it's really making a significant impact on student outcomes through three sort of key pillars having equitable access to content on day one through having a concierge like highly convenient service, that's really eliminating a period of stress for many students at the beginning of the term as student mental health becomes more and more significant issue on campuses across the country and then affordability, which we're able to hit through the higher sell-through rates and the discounts we can drive to students through that. So really making a significant impact and very optimistic that we're going to continue to grow the model for more and more institutions going forward.

Alex Fuhrman - Craig-Hallum Capital Group - Analyst

Great. That's really helpful. Thank you.

Operator

Thank you. Our next question comes from the line of Rory Wallace from Outerbridge Capital. Please Rory, your line is now open.

Rory Wallace - Outerbridge Capital - Analyst

Hi Mike and Jon, I'm curious - and David - curious on the revenue deferrals that you mentioned in this quarter. I think from the comp being up 18% when including February, it implies that was a pretty big month for you, but specifically for First Day Complete and First Day revenues, what would that have looked like had the 100 schools not gone remote and had you not seen these sort of push outs to the right?

Thomas D. Donohue - Executive Vice President, Chief Financial Officer

Yes. Rory, this is Tom and you are correct that with the pacing of school openings and the pushing to February, there was approximately $25 million of revenue that gets deferred to the fourth quarter. And that's implicit in the 18.8% comp sales.

Michael P. Huseby - Chairman & Chief Executive Officer

That doesn't include activations for First Day, First Day Complete, that may occur some even beyond then, but we tried to pick up as much of information we had in February should be fairly inclusive at 18.8% growth rate should be a pretty good estimate of the impact of on-spring rush of First Day, First Day Complete.

Rory Wallace - Outerbridge Capital - Analyst

Got it. Okay. And so that was really a large part of this quarter and kind of the Delta versus what we thought going in a couple periods ago. And then I guess with the new business at a $100 million of net new, I know Notre Dame is probably meaningful double digit millions part of that. But thinking about kind of how the company looks structurally coming into a normal operating environment, it seems like if you can win, whether it's $50 million or $100 million of net new business, you've got sort of an embedded single-digit tailwind to your revenue growth. And then on top of that, you should be getting the comp benefit of First Day Complete and DSS and Fanatics. So it would seem like if the company is going to structurally become a much more rapid sort of topline grower, as opposed to what it's been in the past. I just think it's kind of worth maybe stating that or do I have that vision of the company correct?

Michael P. Huseby - Chairman & Chief Executive Officer

Yes. I think couple of things, Rory, good observations. In terms of topline growth, it also depends over what time horizon you're talking about, but as we enter this year with the new business we've disclosed, the one thing also to keep in mind is that, we are - if you look at gross comparable store sales for general merchandise, we have to look at that pro forma number, not the GAAP number in terms of topline growth, Rory. So that's what I assume they're talking about. That's what we would, that's how we look at it. But I think the one important point to make about the new business is that I think we're being very disciplined about not just new business that we take on to make sure that it's profitable. It may not be day one, but as soon as possible from day one, hopefully, no later than year two, but in most cases immediately and insisting that in many cases we don't take the business on, unless they take on a First Day Complete model or willing to take it on in year two. We're doing the same thing with renewals for any types of accounts that have marginal profitability. We hate to part ways with long-term customers, but if they can't and this gets back to my point about dealing with the progressive leadership, the new thinking people that are willing to change is a big part of our success, I think is having the discipline to make sure that, we're not hoping that someone changes two, three, four years from now that they're willing to do it now for renewals that are marginal. So, yeah, I think we're very excited about the momentum we have. We slowed down a little bit this quarter via Omicron in January. But I think the revision of our guidance for 2023 should be viewed as anything other than there were a lot of things that happened between when we gave that guidance in June and today, many of which are very, very recent that give us some thoughts to be a little cautious about, but we'll update that at the end of the year. We'll be more specific.

Rory Wallace - Outerbridge Capital - Analyst

Yes, no. I think I'm sure most shareholders will be able to appreciate the reasons for resetting the bar. I think as far as the other thing I wanted to ask on with Bartleby and DSS, so the growth rate there has stayed very strong and I think Chegg is guiding to like 8% to 10% organic growth for their study product. And it seems like that business is really hanging in and not seeing the same sort of macro impact as some of your competitors that have decelerated a lot. So I guess, my question is what are you doing better than the competition in your view David, and then also with this Delgado partnership, is that something that's going to be easy to scale once you sort of have this use case sort of better, better in hand and better understood. It sounds like the LMS integration part of it should be pretty seamless. So it's kind of around making sure that you have the satisfaction with that customer and that you have something that you can really scale out to future customers.

David Nenke - President of Digital Student Solutions

Yeah. Let me - the second part of the question first, certainly with the Delgado execution, what we have worked through is allow the mechanics about being able to turn on or off features based on what the institution wants to offer. So we have built in a lot of functionality in regards to being able to do that with an aim to be scalable. And so we are kind of at the moment continuing to kind of build our playbook, but also kind of looking at being able to implement this in a relatively seamless way. So that's what we're focused on. I won't say we're successful at it yet, but that's what we're working on. So we feel pretty good about for work that we've done on the framework of the business to be able to kind of do that. The second part of the - first part of your question in regards to competitors, I won't comment on other competitors, all I'll comment and say is we're continuing to focus on the educational outcomes and student success, and that's what we're trying to build and focus on and build a robust business that ultimately gets to student success. So I think that we are having - we're resonating well with customers. I think we're well trusted from both students and institutions. So we're just going to continue to focus on that and hopefully focus on the long-term and show success.

Rory Wallace - Outerbridge Capital - Analyst

Thanks. And how much of the subscriber acquisition is linked to retail POS at this point, I know it used to be very intensive on that front and then kind of went to very little and I'm not sure what the current state of the channel is.

Michael P. Huseby - Chairman & Chief Executive Officer

I won't give you the numbers per se. One of the challenges we saw out of spring rush, obviously with the delays and off campus was, I get less people in the store. And so it changed a little bit. Now there's a mix between POS and web in regards to each of those ones, but I don't know that we have a good run rate yet. I think the macro - COVID still makes it difficult to get a good beat on what exactly the entitlement number is. It was I guess as a percentage, it was less in spring that it was in fall primarily due to that environment that we're in. So I'm not sure that I can provide a good framework for you to give you a percentage to help you with your - that all we're trying to do is be there for students and continue know get our product in front of them and build awareness and take advantage when they're in the store and help them when they're online.

Rory Wallace - Outerbridge Capital - Analyst

Yes. Yes, I understood. And it sounds like that that channel still has some upside as things get back to normal. So that's mainly qualitatively what I was interested in. So, yes, thank you. Thank you very much for taking my questions and good luck.

Michael P. Huseby - Chairman & Chief Executive Officer

Thanks, Rory. Appreciate it.

Operator

We currently have no further question on the line. I will hand over back to Andy Milevoj for any final remarks.

Andy Milevoj - Vice President of Investor Relations

Great. Thanks, Juan. And thank you all for joining us on today's call and your continued interest in BNED. Please note that our next scheduled financial release will be our fiscal 2022 fourth quarter earnings in late June. Thank you.

Operator

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BARNES & NOBLE EDUCATION INC

Q3 2022

Earnings Transcript

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