• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form 10-Q filed by Barnes & Noble Education Inc

    3/10/25 4:26:52 PM ET
    $BNED
    Other Specialty Stores
    Consumer Discretionary
    Get the next $BNED alert in real time by email
    bned-20250125
    false2025Q300016341175/30.01xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesbned:Storebned:segmentxbrli:pureutr:Rate00016341172024-04-282025-01-2500016341172025-02-2800016341172024-10-272025-01-2500016341172023-10-292024-01-2700016341172023-04-302024-01-2700016341172025-01-2500016341172024-01-2700016341172024-04-270001634117bned:NewCreditFacilityMember2025-01-2500016341172023-04-290001634117us-gaap:CommonStockMember2023-04-290001634117us-gaap:AdditionalPaidInCapitalMember2023-04-290001634117us-gaap:RetainedEarningsMember2023-04-290001634117us-gaap:TreasuryStockCommonMember2023-04-290001634117us-gaap:AdditionalPaidInCapitalMember2023-04-302023-07-2900016341172023-04-302023-07-290001634117us-gaap:CommonStockMember2023-04-302023-07-290001634117us-gaap:TreasuryStockCommonMember2023-04-302023-07-290001634117us-gaap:RetainedEarningsMember2023-04-302023-07-290001634117us-gaap:CommonStockMember2023-07-290001634117us-gaap:AdditionalPaidInCapitalMember2023-07-290001634117us-gaap:RetainedEarningsMember2023-07-290001634117us-gaap:TreasuryStockCommonMember2023-07-2900016341172023-07-290001634117us-gaap:AdditionalPaidInCapitalMember2023-07-302023-10-2800016341172023-07-302023-10-280001634117us-gaap:CommonStockMember2023-07-302023-10-280001634117us-gaap:TreasuryStockCommonMember2023-07-302023-10-280001634117us-gaap:RetainedEarningsMember2023-07-302023-10-280001634117us-gaap:CommonStockMember2023-10-280001634117us-gaap:AdditionalPaidInCapitalMember2023-10-280001634117us-gaap:RetainedEarningsMember2023-10-280001634117us-gaap:TreasuryStockCommonMember2023-10-2800016341172023-10-280001634117us-gaap:AdditionalPaidInCapitalMember2023-10-292024-01-270001634117us-gaap:RetainedEarningsMember2023-10-292024-01-270001634117us-gaap:CommonStockMember2024-01-270001634117us-gaap:AdditionalPaidInCapitalMember2024-01-270001634117us-gaap:RetainedEarningsMember2024-01-270001634117us-gaap:TreasuryStockCommonMember2024-01-270001634117us-gaap:CommonStockMember2024-04-270001634117us-gaap:AdditionalPaidInCapitalMember2024-04-270001634117us-gaap:RetainedEarningsMember2024-04-270001634117us-gaap:TreasuryStockCommonMember2024-04-270001634117us-gaap:AdditionalPaidInCapitalMember2024-04-282024-07-2700016341172024-04-282024-07-270001634117us-gaap:CommonStockMember2024-04-282024-07-270001634117us-gaap:TreasuryStockCommonMember2024-04-282024-07-270001634117bned:PrivateInvestmentEquityMember2024-04-282024-07-270001634117bned:RightsOfferingMember2024-04-282024-07-270001634117bned:TermLoanConversionMember2024-04-282024-07-270001634117bned:PrincipalStockholderExpenseReimbursementMember2024-04-282024-07-270001634117us-gaap:RetainedEarningsMember2024-04-282024-07-270001634117us-gaap:CommonStockMember2024-07-270001634117us-gaap:AdditionalPaidInCapitalMember2024-07-270001634117us-gaap:RetainedEarningsMember2024-07-270001634117us-gaap:TreasuryStockCommonMember2024-07-2700016341172024-07-270001634117us-gaap:AdditionalPaidInCapitalMember2024-07-282024-10-2600016341172024-07-282024-10-260001634117us-gaap:CommonStockMember2024-10-272025-01-250001634117us-gaap:AdditionalPaidInCapitalMember2024-10-272025-01-250001634117bned:ATMMember2024-07-282024-10-260001634117us-gaap:RetainedEarningsMember2024-07-282024-10-260001634117us-gaap:CommonStockMember2024-10-260001634117us-gaap:AdditionalPaidInCapitalMember2024-10-260001634117us-gaap:RetainedEarningsMember2024-10-260001634117us-gaap:TreasuryStockCommonMember2024-10-2600016341172024-10-260001634117bned:ATMMember2024-10-272025-01-250001634117us-gaap:RetainedEarningsMember2024-10-272025-01-250001634117us-gaap:CommonStockMember2025-01-250001634117us-gaap:AdditionalPaidInCapitalMember2025-01-250001634117us-gaap:RetainedEarningsMember2025-01-250001634117us-gaap:TreasuryStockCommonMember2025-01-250001634117bned:CourseMaterialsProductMember2024-10-272025-01-250001634117bned:CourseMaterialsProductMember2023-10-292024-01-270001634117bned:CourseMaterialsProductMember2024-04-282025-01-250001634117bned:CourseMaterialsProductMember2023-04-302024-01-270001634117bned:GeneralMerchandiseProductMember2024-10-272025-01-250001634117bned:GeneralMerchandiseProductMember2023-10-292024-01-270001634117bned:GeneralMerchandiseProductMember2024-04-282025-01-250001634117bned:GeneralMerchandiseProductMember2023-04-302024-01-270001634117bned:ServiceandOtherMember2024-10-272025-01-250001634117bned:ServiceandOtherMember2023-10-292024-01-270001634117bned:ServiceandOtherMember2024-04-282025-01-250001634117bned:ServiceandOtherMember2023-04-302024-01-270001634117bned:ProductAndOtherSalesMember2024-10-272025-01-250001634117bned:ProductAndOtherSalesMember2023-10-292024-01-270001634117bned:ProductAndOtherSalesMember2024-04-282025-01-250001634117bned:ProductAndOtherSalesMember2023-04-302024-01-2700016341172024-06-0500016341172024-09-200001634117bned:PrivateInvestmentEquityMember2024-04-282025-01-250001634117bned:RightsOfferingMember2024-04-282025-01-250001634117bned:TermLoanMember2024-06-100001634117bned:PrivateInvestmentEquityMemberbned:ImmersionMember2024-04-282025-01-250001634117bned:PrivateInvestmentEquityMemberbned:VitalSourceMember2024-04-282025-01-250001634117bned:RightsOfferingMember2024-06-1000016341172024-06-100001634117bned:RightsOfferingMemberbned:SubscribersMember2024-10-272025-01-250001634117bned:RightsOfferingMemberbned:BackstopCommitmentMember2024-10-272025-01-250001634117bned:RightsOfferingMemberbned:ImmersionMember2024-10-272025-01-250001634117bned:RightsOfferingMemberbned:SelzMember2024-10-272025-01-250001634117bned:RightsOfferingMemberbned:OuterbridgeMember2024-10-272025-01-250001634117bned:TermLoanMember2024-06-102024-06-1000016341172024-06-102024-06-1000016341172024-06-1100016341172024-06-120001634117bned:ATMTransactionSept24Member2024-09-192024-09-190001634117bned:ATMTransactionSept24Member2024-09-190001634117bned:ATMTransactionSept24Member2024-04-282025-01-250001634117bned:ATMTransactionSept24Member2025-01-250001634117bned:DecemberATMSalesAgreementMember2024-12-202024-12-200001634117bned:DecemberATMSalesAgreementMember2024-12-200001634117bned:DecemberATMSalesAgreementMember2024-04-282025-01-250001634117bned:DecemberATMSalesAgreementMember2025-01-250001634117us-gaap:RestrictedStockUnitsRSUMember2024-10-272025-01-250001634117us-gaap:RestrictedStockUnitsRSUMember2023-10-292024-01-270001634117us-gaap:RestrictedStockUnitsRSUMember2024-04-282025-01-250001634117us-gaap:RestrictedStockUnitsRSUMember2023-04-302024-01-270001634117us-gaap:RestrictedStockMember2024-10-272025-01-250001634117us-gaap:RestrictedStockMember2023-10-292024-01-270001634117us-gaap:RestrictedStockMember2024-04-282025-01-250001634117us-gaap:RestrictedStockMember2023-04-302024-01-270001634117us-gaap:PerformanceSharesMember2024-10-272025-01-250001634117us-gaap:PerformanceSharesMember2023-10-292024-01-270001634117us-gaap:PerformanceSharesMember2024-04-282025-01-250001634117us-gaap:PerformanceSharesMember2023-04-302024-01-270001634117us-gaap:OptionOnSecuritiesMember2024-10-272025-01-250001634117us-gaap:OptionOnSecuritiesMember2023-10-292024-01-270001634117us-gaap:OptionOnSecuritiesMember2024-04-282025-01-250001634117us-gaap:OptionOnSecuritiesMember2023-04-302024-01-2700016341172024-06-112024-06-110001634117bned:NewCreditFacilityMember2024-01-270001634117bned:NewCreditFacilityMember2024-04-270001634117bned:TermLoanMember2025-01-250001634117bned:TermLoanMember2024-01-270001634117bned:TermLoanMember2024-04-270001634117bned:NewCreditFacilityMember2024-06-100001634117bned:NewCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-04-282025-01-250001634117bned:NewCreditFacilityMemberbned:AlternateBaseRateMember2024-04-282025-01-250001634117bned:NewCreditFacilityMemberbned:SOFRFloorMember2024-04-282025-01-250001634117bned:NewCreditFacilityMember2024-04-282025-01-250001634117bned:First30MonthsAfterClosingMemberbned:NewCreditFacilityMember2025-01-250001634117bned:AfterThe30MonthsPostClosingMemberbned:NewCreditFacilityMember2025-01-250001634117bned:NewCreditFacilityMember2024-09-020001634117srt:ScenarioForecastMemberbned:NewCreditFacilityMember2025-06-100001634117bned:TermLoanMember2022-06-070001634117us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberbned:NewCreditFacilityMember2025-01-250001634117us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberbned:NewCreditFacilityMember2024-01-270001634117us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberbned:NewCreditFacilityMember2024-04-270001634117us-gaap:OtherNoncurrentAssetsMemberbned:NewCreditFacilityMember2025-01-250001634117us-gaap:OtherNoncurrentAssetsMemberbned:NewCreditFacilityMember2024-01-270001634117us-gaap:OtherNoncurrentAssetsMemberbned:NewCreditFacilityMember2024-04-270001634117bned:TermLoanMember2025-01-250001634117bned:TermLoanMember2024-01-270001634117bned:TermLoanMember2024-04-270001634117bned:NewCreditFacilityMember2024-10-272025-01-250001634117bned:NewCreditFacilityMember2023-10-292024-01-270001634117bned:NewCreditFacilityMember2023-04-302024-01-270001634117bned:TermLoanMember2024-10-272025-01-250001634117bned:TermLoanMember2023-10-292024-01-270001634117bned:TermLoanMember2024-04-282025-01-250001634117bned:TermLoanMember2023-04-302024-01-270001634117srt:MinimumMember2025-01-250001634117srt:MaximumMember2025-01-250001634117us-gaap:EmployeeSeveranceMember2024-10-272025-01-250001634117us-gaap:EmployeeSeveranceMember2024-04-282025-01-250001634117us-gaap:OneTimeTerminationBenefitsMember2024-10-272025-01-250001634117us-gaap:OneTimeTerminationBenefitsMember2024-04-282025-01-250001634117us-gaap:OneTimeTerminationBenefitsMemberus-gaap:AccruedLiabilitiesMember2024-04-282025-01-250001634117us-gaap:OtherExpenseMember2024-10-272025-01-250001634117us-gaap:OtherExpenseMember2024-04-282025-01-250001634117bned:TerminationOfRetirementBenefitMember2024-10-272025-01-250001634117bned:TerminationOfRetirementBenefitMember2024-04-282025-01-250001634117us-gaap:OtherExpenseMember2023-10-292024-01-270001634117us-gaap:OtherExpenseMember2023-04-302024-01-270001634117us-gaap:EmployeeSeveranceMember2023-10-292024-01-270001634117us-gaap:EmployeeSeveranceMember2023-04-302024-01-270001634117us-gaap:RestrictedStockUnitsRSUMemberbned:BODMemberMember2024-06-182024-06-180001634117us-gaap:RestrictedStockMemberbned:BODMemberMember2024-06-182024-06-180001634117us-gaap:RestrictedStockUnitsRSUMemberbned:BODMemberMember2024-09-202024-09-200001634117us-gaap:RestrictedStockMemberbned:BODMemberMember2024-09-202024-09-200001634117us-gaap:PerformanceSharesMember2024-09-202024-09-200001634117us-gaap:PerformanceSharesMemberbned:PSUTranche1Member2024-10-272025-01-250001634117us-gaap:PerformanceSharesMemberbned:PSUTranche2Member2024-10-272025-01-250001634117us-gaap:PerformanceSharesMemberbned:PSUTranche3Member2024-10-272025-01-250001634117us-gaap:PerformanceSharesMemberbned:PSUTranche1Member2025-01-250001634117us-gaap:PerformanceSharesMemberbned:PSUTranche2Member2025-01-250001634117us-gaap:PerformanceSharesMemberbned:PSUTranche3Member2025-01-250001634117us-gaap:RestrictedStockMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-10-272025-01-250001634117us-gaap:RestrictedStockMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-10-292024-01-270001634117us-gaap:RestrictedStockMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-04-282025-01-250001634117us-gaap:RestrictedStockMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-04-302024-01-270001634117us-gaap:RestrictedStockUnitsRSUMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-10-272025-01-250001634117us-gaap:RestrictedStockUnitsRSUMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-10-292024-01-270001634117us-gaap:RestrictedStockUnitsRSUMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-04-282025-01-250001634117us-gaap:RestrictedStockUnitsRSUMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-04-302024-01-270001634117bned:PerformanceShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-10-272025-01-250001634117bned:PerformanceShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-10-292024-01-270001634117bned:PerformanceShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-04-282025-01-250001634117bned:PerformanceShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-04-302024-01-270001634117us-gaap:StockOptionMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-10-272025-01-250001634117us-gaap:StockOptionMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-10-292024-01-270001634117us-gaap:StockOptionMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-04-282025-01-250001634117us-gaap:StockOptionMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-04-302024-01-270001634117us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-10-272025-01-250001634117us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-10-292024-01-270001634117us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-04-282025-01-250001634117us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-04-302024-01-270001634117us-gaap:PhantomShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-10-272025-01-250001634117us-gaap:PhantomShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-10-292024-01-270001634117us-gaap:PhantomShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-04-282025-01-250001634117us-gaap:PhantomShareUnitsPSUsMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-04-302024-01-270001634117bned:InterestExpenseCarryforwardMember2025-01-25
    Table of Contents
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    _______________________________________________
    FORM 10-Q
    _______________________________________________
    (Mark One)
    xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended January 25, 2025
    OR
    ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                     to                     
    Commission File Number: 1-37499
    _______________________________________________
    BARNES & NOBLE EDUCATION, INC.
    (Exact Name of Registrant as Specified in Its Charter)
    _______________________________________________
    Delaware46-0599018
    (State or Other Jurisdiction of
    Incorporation or Organization)
    (I.R.S. Employer
    Identification No.)
    120 Mountain View Blvd., Basking Ridge,NJ07920
    (Address of Principal Executive Offices)(Zip Code)
    (Registrant’s Telephone Number, Including Area Code): (908) 991-2665
    Securities registered pursuant to Section 12(b) of the Act:
    Title of ClassTrading SymbolName of Exchange on which registered
    Common Stock, $0.01 par value per shareBNEDNew York Stock Exchange
    _______________________________________________
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
    Large accelerated Filer
    ¨
    Accelerated Filer
    ¨
    Non-accelerated Filer
    ☒Smaller reporting companyx
    Emerging Growth Company¨
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
    As of February 28, 2025, 34,053,847 shares of Common Stock, par value $0.01 per share, were outstanding.


    Table of Contents
    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Fiscal Quarter Ended January 25, 2025
    Index to Form 10-Q
     
       Page No.
    DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
    3
    PART I -
    FINANCIAL INFORMATION
    Item 1.
    Financial Statements (Unaudited)
    Condensed Consolidated Statements of Operations – For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    5
    Condensed Consolidated Balance Sheets – As of January 25, 2025, January 27, 2024, and April 27, 2024
    6
    Condensed Consolidated Statements of Cash Flows – For the 39 weeks ended January 25, 2025 and January 27, 2024
    7
    Condensed Consolidated Statements of Equity – As of January 25, 2025 and January 27, 2024
    9
    Notes to Condensed Consolidated Financial Statements
    11
    Note 1.
    Organization
    11
    Note 2.
    Summary of Significant Accounting Policies
    11
    Note 3.
    Revenue
    15
    Note 4.
    Segment Reporting
    16
    Note 5.
    Equity and Earnings Per Share
    16
    Note 6.
    Fair Value Measurements
    20
    Note 7.
    Debt
    21
    Note 8.
    Leases
    24
    Note 9.
    Supplementary Information
    25
    Note 10.
    Long-Term Incentive Plan Compensation Expense
    25
    Note 11.
    Employee Benefit Plans
    26
    Note 12.
    Income Taxes
    26
    Note 13.
    Legal Proceedings
    27
    Note 14.
    Subsequent Event
    27
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    28
    Overview
    28
    Results of Operations
    32
    Non-GAAP Measures
    41
    Liquidity and Capital Resources
    43
    Item 4.
    Controls and Procedures
    46
    PART II -
    OTHER INFORMATION
    Item 1.
    Legal Proceedings
    47
    Item 1A.
    Risk Factors
    47
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    48
    Item 5.
    Other Information
    48
    Item 6.
    Exhibits
    49
    SIGNATURES
    50
    2

    Table of Contents
    DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
    This quarterly report on Form 10-Q contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
    Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, among others:
    •our ability to satisfy future capital and liquidity requirements;
    •our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;
    •our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner;
    •the pace of course material affordable access program adoption in the marketplace is slower than anticipated and our ability to successfully convert the majority of our institutions to our BNC First Day® affordable access course material models or successfully compete with third parties that provide similar affordable textbook access solutions;
    •the strategic objectives, successful integration, anticipated synergies, and/or other expected potential benefits of various strategic and restructuring initiatives may not be fully realized or may take longer than expected;
    •dependency on strategic service provider relationships, such as with VitalSource Technologies, Inc. and the Fanatics Retail Group Fulfillment, LLC (“Fanatics”) and Fanatics Lids College, Inc. D/B/A “Lids” (“Lids”) (collectively referred to herein as the “F/L Relationship”), and the potential for adverse operational and financial changes to these strategic service provider relationships, may adversely impact our business;
    •non-renewal of managed bookstore, physical and/or online store contracts and higher-than-anticipated store closings;
    •decisions by K-12 schools, colleges and universities to outsource their physical and/or online bookstore operations or change the operation of their bookstores;
    •the timing of the start of the various schools’ semesters, as well as shifts in our fiscal calendar dates;
    •the timing of cash collection from our school clients;
    •general competitive conditions, including actions our competitors and content providers may take to grow their businesses;
    •changes to purchase or rental terms, payment terms, return policies, the discount or margin on products or other terms with our suppliers;
    •product shortages, including decreases in the used textbook inventory supply associated with the implementation of publishers’ digital offerings and direct to student textbook consignment rental programs;
    •severe weather events and natural disasters across the United States may create disruptions to our store operations or college campus operations;
    •work stoppages or increases in labor costs;
    •possible increases in shipping rates or interruptions in shipping services;
    •a decline in college enrollment or decreased funding available for students;
    •decreased consumer demand for our products, low growth or declining sales;
    •the general economic environment and consumer spending patterns;
    •trends and challenges to our business and in the locations in which we have stores;
    •technological changes, including the adoption of artificial intelligence technologies for educational content;
    3

    Table of Contents
    •disruptions to our information technology systems, infrastructure, data, supplier systems, and customer ordering and payment systems due to computer malware, viruses, hacking and phishing attacks, resulting in harm to our business and results of operations;
    •disruption of or interference with third party service providers and our own proprietary technology;
    •a determination that an additional change of ownership has occurred, which may further limit the future utilization of our tax attributes;
    •changes in applicable domestic and international laws, rules or regulations, including, without limitation, U.S. tax reform, changes in tax rates, tarrifs, import and export control laws and regulations, as well as related guidance;
    •changes in and enactment of applicable laws, rules or regulations or changes in enforcement practices including, without limitation, with regard to artificial intelligence or consumer data privacy rights, which may restrict or prohibit our use of consumer personal information for texts, emails, interest based online advertising, or similar marketing and sales activities;
    •adverse results from litigation, governmental investigations, tax-related proceedings, or audits;
    •changes in accounting standards; and
    •the other risks and uncertainties detailed in the section titled “Risk Factors” in Part I - Item 1A in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024, (as updated through our Current Report on Form 8-K filed with the SEC on December 11, 2024).
    Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Form 10-Q. Due to such uncertainties and risks, you are warned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.
    4

    Table of Contents
    PART I - FINANCIAL INFORMATION
     
    Item 1:    Financial Statements

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (unaudited) 

    13 weeks ended39 weeks ended
    January 25,
    2025
    January 27,
    2024
    January 25,
    2025
    January 27,
    2024
    Sales:
    Product sales and other$423,163 $415,375 $1,233,763 $1,237,723 
    Rental income43,162 41,298 98,115 93,490 
    Total sales466,325 456,673 1,331,878 1,331,213 
    Cost of sales (exclusive of depreciation and amortization expense):
    Product and other cost of sales344,616 332,728 996,133 991,695 
    Rental cost of sales25,330 23,909 54,517 52,606 
    Total cost of sales369,946 356,637 1,050,650 1,044,301 
    Gross profit96,379 100,036 281,228 286,912 
    Selling and administrative expenses71,561 79,756 211,524 243,193 
    Depreciation and amortization expense7,814 10,148 29,401 30,576 
    Impairment loss (non-cash)1,713 5,798 1,713 5,798 
    Loss on extinguishment of debt— — 55,233 — 
    Restructuring and other charges(7,568)3,413 (4,100)12,320 
    Operating income (loss)22,859 921 (12,543)(4,975)
    Interest expense, net5,083 10,620 18,164 29,538 
    Income (loss) from continuing operations before income taxes17,776 (9,699)(30,707)(34,513)
    Income tax expense10,664 229 11,925 532 
    Income (loss) from continuing operations
    $7,112 $(9,928)$(42,632)$(35,045)
    Income (loss) from discontinued operations, net of tax of $0, $0, $0, and $20, respectively
    $— $289 $— $(802)
    Net Income (loss)
    $7,112 $(9,639)$(42,632)$(35,847)
    Earnings (loss) per share of Common Stock:
    Basic:
    Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
    Discontinued operations$— $0.11 $— $(0.30)
    Total Basic Earnings (loss) per share
    $0.23 $(3.60)$(1.81)$(13.48)
    Weighted average common shares outstanding - Basic30,508 2,673 23,515 2,659 
    Diluted:
    Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
    Discontinued operations$— $0.11 $— $(0.30)
    Total Diluted Earnings (loss) per share
    $0.23 $(3.60)$(1.81)$(13.48)
    Weighted average common shares outstanding - Diluted30,662 2,673 23,515 2,659 
    See accompanying notes to condensed consolidated financial statements.
    5

    Table of Contents
    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Condensed Consolidated Balance Sheets
    (In thousands, except per share data) 

    January 25,
    2025
    January 27,
    2024
    April 27,
    2024
     (unaudited)(unaudited)(audited)
    ASSETS
    Current assets:
    Cash and cash equivalents$9,185 $8,123 $10,459 
    Receivables, net354,241 315,126 104,110 
    Merchandise inventories, net326,825 341,544 344,037 
    Textbook rental inventories41,033 44,521 32,992 
    Prepaid expenses and other current assets26,729 54,337 39,158 
    Total current assets758,013 763,651 530,756 
    Property and equipment, net41,956 57,273 52,912 
    Operating lease right-of-use assets180,710 220,238 202,522 
    Intangible assets, net81,630 97,947 94,191 
    Deferred tax assets, net1,055 — — 
    Other noncurrent assets24,217 12,488 24,703 
    Total assets$1,087,581 $1,151,597 $905,084 
    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
    Accounts payable$303,577 $343,100 $299,157 
    Accrued liabilities130,069 156,874 77,441 
    Current operating lease liabilities101,062 125,545 102,206 
    Short-term borrowings— 224,067 — 
    Total current liabilities534,708 849,586 478,804 
    Long-term deferred taxes, net— 2,010 1,289 
    Long-term operating lease liabilities121,835 155,226 142,193 
    Other long-term liabilities6,521 17,451 15,882 
    Long-term borrowings141,200 30,191 196,337 
    Total liabilities804,264 1,054,464 834,505 
    Commitments and contingencies
    Stockholders' equity:
    Preferred stock, $0.01 par value; authorized, 5,000 shares; 0 shares issued and 0 shares outstanding
    — — — 
    Common stock, $0.01 par value; authorized, 200,000, 2,000 and 2,000 shares, respectively; issued, 34,081, 558 and 558 shares, respectively; outstanding, 34,054, 531 and 532 shares, respectively
    341 558 558 
    Additional paid-in capital1,004,731 748,330 749,140 
    Accumulated deficit(699,199)(629,203)(656,567)
    Treasury stock, at cost(22,556)(22,552)(22,552)
    Total stockholders' equity283,317 97,133 70,579 
    Total liabilities and stockholders' equity$1,087,581 $1,151,597 $905,084 

    See accompanying notes to condensed consolidated financial statements.
    6

    Table of Contents
    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Condensed Consolidated Statements of Cash Flows
    (In thousands) (unaudited)
     
    39 weeks ended
    January 25,
    2025
    January 27,
    2024
    Cash flows from operating activities:
    Net loss$(42,632)$(35,847)
    Less: Loss from discontinued operations, net of tax— (802)
    Loss from continuing operations(42,632)(35,045)
    Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities from continuing operations:
    Depreciation and amortization expense29,401 30,576 
    Amortization of deferred financing costs4,248 8,380 
    Impairment loss (non-cash)1,713 5,798 
    Loss on extinguishment of debt55,233 — 
    Deferred taxes(2,344)171 
    Stock-based compensation expense2,953 2,568 
    Non-cash interest expense (paid-in-kind)
    — 1,750 
    Changes in operating lease right-of-use assets and liabilities19 19,553 
    Changes in other long-term assets and liabilities, net(6,006)(2,961)
    Changes in other operating assets and liabilities
    Receivables
    (250,131)(222,614)
    Merchandise inventories, net
    17,212 (18,565)
    Textbook rental inventories(8,041)(14,172)
    Prepaid expenses and other current assets1,232 2,436 
    Accounts payable and accrued liabilities58,616 138,904 
    Changes in other operating assets and liabilities
    (181,112)(114,011)
    Net cash flows used in operating activities from continuing operations(138,527)(83,221)
    Net cash flows used in operating activities from discontinued operations— (3,650)
    Net cash flow used in operating activities$(138,527)$(86,871)
    Cash flows from investing activities:
    Purchases of property and equipment$(9,300)$(11,459)
    Net change in other noncurrent assets792 78 
    Net cash flows used in investing activities from continuing operations(8,508)(11,381)
    Net cash flows provided by investing activities from discontinued operations— 21,395 
    Net cash flow (used in) provided by investing activities$(8,508)$10,014 
    Cash flows from financing activities:
    Proceeds from borrowings$667,355 $454,459 
    Repayments of borrowings(691,121)(384,545)
    Proceeds from Private Equity Investment50,000 — 
    Proceeds from Rights Offering45,000 — 
    Proceeds from sales of Common Stock under ATM facility, net of commissions
    78,450 — 
    Payment of equity issuance costs(9,724)— 
    Payment of deferred financing costs(5,569)(9,845)
    Purchase of treasury shares(4)(176)
    Proceeds from principal stockholder expense reimbursement1,190 — 
    7

    Table of Contents
    Payment of finance lease principal(385)— 
    Net cash flows provided by financing activities from continuing operations135,192 59,893 
    Net cash flows provided by financing activities from discontinued operations— — 
    Net cash flows provided by financing activities$135,192 $59,893 
    Net decrease in cash, cash equivalents and restricted cash
    (11,843)(16,964)
    Cash, cash equivalents and restricted cash at beginning of period28,570 31,988 
    Cash, cash equivalents and restricted cash at end of period16,727 15,024 
    Less: Cash, cash equivalents and restricted cash of discontinued operations at end of period— — 
    Cash, cash equivalents, and restricted cash of continuing operations at end of period$16,727 $15,024 
    See accompanying notes to condensed consolidated financial statements.

    8

    Table of Contents
    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Condensed Consolidated Statements of Equity
    (In thousands) (unaudited)

    9

    Table of Contents
    Additional
    Common StockPaid-InAccumulatedTreasury StockTotal
    SharesAmountCapitalDeficitSharesAmountEquity
    Balance at April 29, 2023
    551 $551 $745,932 $(593,356)26 $(22,376)$130,751 
    Stock-based compensation expense
    794 794 
    Vested equity awards
    2 2 (2)— 
    Shares repurchased for tax withholdings for vested stock awards
    — (98)(98)
    Net loss(50,388)(50,388)
    Balance July 29, 2023
    553 $553 $746,724 $(643,744)26 $(22,474)$81,059 
    Stock-based compensation expense799 799 
    Vested equity awards5 5 (5)— 
    Shares repurchased for tax withholdings for vested stock awards1 (74)(74)
    Net income24,180 24,180 
    Balance October 28, 2023 558 $558 $747,518 $(619,564)27 $(22,548)$105,964 
    Stock-based compensation expense812 812 
    Vested equity awards— 
    Shares repurchased for tax withholdings for vested stock awards(4)(4)
    Net loss
    (9,639)(9,639)
    Balance January 27, 2024
    558 $558 $748,330 $(629,203)27 $(22,552)$97,133 
    Additional
    Common StockPaid-InAccumulatedTreasury StockTotal
    SharesAmountCapitalDeficitSharesAmountEquity
    Balance at April 27, 2024
    558 $558 $749,140 $(656,567)27 $(22,552)$70,579 
    Stock-based compensation expense
    (863)(863)
    Vested equity awards
    3 — — — 
    Shares repurchased for tax withholdings for vested stock awards
    — (4)(4)
    Private Equity Investment10,000 100 49,900 50,000 
    Rights Offering9,000 90 44,910 45,000 
    Equity issuance costs(9,524)(9,524)
    Term Loan debt conversion6,674 67 86,688 86,755 
    Principal stockholder expense reimbursement1,940 1,940 
    Other
    (553)553 — 
    Net loss(99,479)(99,479)
    Balance July 27, 202426,235 $262 $922,744 $(756,046)27 $(22,556)$144,404 
    Stock-based compensation expense
    1,255 1,255 
    Vested equity awards
    31 — — — 
    Equity issuance costs(178)(178)
    Proceeds from sales of Common Stock under ATM facility, net of commissions
    1,047 11 9,579 9,590 
    Net income49,735 49,735 
    Balance October 26, 202427,313 $273 $933,400 $(706,311)27 $(22,556)$204,806 
    Stock-based compensation expense
    2,561 2,561 
    Equity issuance costs(22)(22)
    Proceeds from sales of Common Stock under ATM facility, net of commissions
    6,768 68 68,792 68,860 
    Net income
    7,112 7,112 
    Balance January 25, 2025
    34,081 $341 $1,004,731 $(699,199)27 $(22,556)$283,317 
    See accompanying notes to condensed consolidated financial statements.
    10

    Table of Contents
    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)
    Unless the context otherwise indicates, references in these Notes to the accompanying condensed consolidated financial statements to “we,” “us,” “our” and “the Company” refer to Barnes & Noble Education or “BNED”, Inc., a Delaware corporation. References to “MBS” refer to our virtual bookstore and wholesale textbook distribution business operated through our subsidiary MBS Textbook Exchange, LLC.
    This Form 10-Q should be read in conjunction with our Audited Consolidated Financial Statements and accompanying Notes to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (as updated through our Current Report on Form 8-K filed with the SEC on December 11, 2024), which includes consolidated financial statements for the Company as of April 27, 2024 and April 29, 2023 and for each of the three fiscal years ended April 27, 2024, April 29, 2023 and April 30, 2022 (“Fiscal 2024,” “Fiscal 2023” and “Fiscal 2022,” respectively) and the unaudited condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarter ended July 27, 2024 and October 26, 2024.
    Note 1. Organization
    Description of Business
    Barnes & Noble Education, Inc. (“BNED”) is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. We are also a textbook wholesaler, and bookstore management hardware and software provider. We operate 1,164 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.
    We provide product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. We offer our BNC First Day® affordable access course material programs, consisting of First Day Complete and First Day, which provide faculty-required course materials to students on or before the first day of class.
    •First Day Complete is adopted by an institution and includes all or the majority of undergraduate classes (and on occasion graduate classes), providing students with both physical and digital materials. In addition to providing numerous benefits to students, faculty and administrators, the First Day Complete model drives substantially greater unit sales and sell-through for the bookstore.
    •First Day is adopted by a faculty member for a single course, and students receive primarily digital course materials through their school's learning management system (“LMS”).
    The Barnes & Noble brand (licensed from our former parent) along with our subsidiary brands, BNC and MBS, are synonymous with innovation in bookselling and campus retailing in the United States. Our large college footprint, reputation, and credibility in the marketplace not only support our marketing efforts to universities, students, and faculty, but are also important to our relationship with leading educational publishers who rely on us as one of their primary distribution channels.
    Note 2. Summary of Significant Accounting Policies
    Basis of Presentation and Consolidation
    Our condensed consolidated financial statements reflect our condensed consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). Net income (loss) is equal to comprehensive income (loss) on our condensed consolidated statements of operations. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly its consolidated financial position and the results of its operations and cash flows for the periods reported. These consolidated financial statements are condensed and therefore do not include all of the information and footnotes required by GAAP. All material intercompany accounts and transactions have been eliminated in consolidation.
    Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. Due to the seasonal nature of the business, the results of operations for the 13 and 39 weeks ended January 25, 2025 are not indicative of the results expected for the 53 weeks ending May 3, 2025 (“Fiscal 2025”).
    Seasonality
    Our business is highly seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and
    11

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    operating profit realized during the second and third fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the first and fourth fiscal quarters. Our quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, as well as shifts in our fiscal calendar dates.
    As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the customer accesses the digital content compared to: (i) the rental of a physical textbook where revenue is recognized over the rental period, and (ii) ala carte courseware sales where revenue is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. See Revenue Recognition and Deferred Revenue discussion below.
    These shifts in timing may affect the comparability of our results across periods. Sales attributable to our wholesale business are generally highest in our first, second and third quarters, as it sells textbooks and other course materials for retail distribution. See Revenue Recognition and Deferred Revenue discussion below.
    Use of Estimates
    In preparing financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
    Discontinued Operations
    On May 31, 2023, we completed the sale of assets related to our former Digital Student Solutions (“DSS”) segment, which met the criteria for classification as Assets Held for Sale and Discontinued Operations. The results of operations related to the DSS Segment for Fiscal 2024 are included in the condensed consolidated statements of operations as “Income (loss) from discontinued operations, net of tax.” The cash flows of our former DSS segment are also presented separately in our condensed consolidated statements of cash flows.
    13 weeks ended39 weeks ended
    January 27, 2024January 27, 2024
    Total sales$— $2,784 
    Cost of sales— 76 
    Gross profit— 2,708 
    Selling and administrative expenses177 3,101 
    Depreciation and amortization— 3 
    Gain on sale of business(477)(3,545)
    Impairment loss (non-cash)— 610 
    Restructuring costs11 3,308 
    Transaction costs— 13 
    Operating loss289 (782)
    Income tax expense— 20 
    Income (loss) from discontinued operations, net of tax$289 $(802)
    Restricted Cash
    As of January 25, 2025, January 27, 2024, and April 27, 2024, we had restricted cash of $7,542, $6,901, and $18,111, respectively, comprised of $5,199, $5,948, and $17,146, respectively, in prepaid and other current assets in the condensed consolidated balance sheets related to segregated funds for commission due to Fanatics Lids College, Inc. D/B.A “Lids” for logo merchandise sales as per the Lids service provider merchandising agreement, and $2,343, $953, and $965, respectively, in other noncurrent assets in the condensed consolidated balance sheets related to amounts held in trust for future distributions related to employee benefit plans.
    Merchandise Inventories
    Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally
    12

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory are based on our history of liquidating non-returnable inventory, which includes certain significant assumptions, including markdowns, sales below cost, inventory aging and expected demand.
    Cost is determined primarily by the retail inventory method for our physical bookstore inventory. Our fulfillment inventory and trade book inventory are valued using the LIFO method and the related reserve was not material to the recorded amount of our inventories. There were no LIFO adjustments during the 39 weeks ended January 25, 2025 and January 27, 2024.
    For our physical bookstores, we also estimate and accrue shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends.
    The physical bookstores fulfillment order is directed first to our wholesale operations before other sources of inventory are utilized. The products that we sell originate from a wide variety of domestic and international vendors. After internal sourcing, the bookstore purchases textbooks from outside suppliers and publishers.
    Textbook Rental Inventories
    Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period. The related amortization expense is included in cost of sales. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost.
    Leases
    We recognize lease assets and lease liabilities on the condensed consolidated balance sheets for all operating lease arrangements based on the present value of future lease payments as required by Accounting Standards Codification (“ASC”) Topic 842, Leases. We do not recognize lease assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less). We recognize lease expense on a straight-line basis over the lease term for contracts with fixed lease payments, including those with fixed annual minimums, or over a rolling twelve-month period for leases where the annual guarantee resets at the start of each contract year, in order to best reflect the pattern of usage of the underlying leased asset. We recognize lease expense related to our college and university contracts as cost of sales in our condensed consolidated statements of operations and we recognize lease expense related to our various office spaces as selling and administrative expenses in our condensed consolidated statements of operations. For additional information, see Note 8. Leases.
    Revenue Recognition and Deferred Revenue
    Product sales and rentals
    The majority of our revenue is derived from the sale of products through our bookstore locations, including virtual bookstores, and our bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of our products is recognized at the point in time when control of the products is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for the products. For additional information, see Note 3. Revenue.
    Product sales is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. Product sales from our wholesale operations is recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer. Additional revenue is recognized for shipping charges billed to customers and shipping costs are accounted for as fulfillment costs within cost of sales.
    Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product sales in our condensed consolidated financial statements. A software feature is embedded within the content of our digital textbooks, such that upon expiration of the term the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, our performance obligation is complete.
    Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income
    13

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    in our condensed consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. We offer a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so. We record the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, we accelerate any remaining deferred rental revenue at the point of sale.
    Revenue recognized for our BNC First Day® offerings is consistent with our policies outlined above for product, digital and rental sales, net of an anticipated opt-out or return provision. Given the growth of BNC First Day® programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.
    We estimate returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded.
    For sales and rentals involving third-party products, we evaluate whether we are acting as a principal or an agent. Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether we control the specified goods or services prior to transferring them to the customer including whether we have the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where we are the principal, we record revenue on a gross basis, and for those transactions where we are an agent to a third-party, we record revenue on a net basis.
    As the logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics Retail Group Fulfillment, LLC (“Fanatics”, collectively, F/L Relationship), we recognize commission revenue earned for these sales on a net basis in our condensed consolidated financial statements.
    We do not have gift card or customer loyalty programs. We do not treat any promotional offers as expenses. Sales tax collected from our customers is excluded from reported revenues. Our payment terms are generally 30 days and do not extend beyond one year.
    Service and other revenue
    Service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within our physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, and revenue from other programs. Brand marketing agreements often include multiple performance obligations which are individually negotiated with our customers. For these arrangements that contain distinct performance obligations, we allocate the transaction price based on the relative standalone selling price method by comparing the standalone selling price (“SSP”) of each distinct performance obligation to the total value of the contract. The revenue is recognized as each performance obligation is satisfied, typically at a point in time for brand marketing service and over time for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions.
    Cost of Sales
    Our cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, content development cost amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses.
    Selling and Administrative Expenses
    Our selling and administrative expenses consist primarily of store payroll and store operating expenses. Selling and administrative expenses also include long-term incentive plan compensation expense and general office expenses, such as merchandising, procurement, field support, finance and accounting, and shared-service costs such as human resources, legal, treasury, information technology, and various other corporate level expenses and other governance functions.
    14

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    Income Taxes
    The provision for income taxes includes federal, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities. The deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We regularly review deferred tax assets for recoverability and establish a valuation allowance, if determined to be necessary.
    Recent Accounting Pronouncements
    In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendments require an entity: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities included in each relevant expense caption; (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and an entity’s definition of selling expenses. This ASU, which can be applied either prospectively or retrospectively, is effective for annual and interim periods beginning after December 15, 2026 (our Fiscal 2028), with early adoption permitted. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
    In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve annual income tax disclosure requirements, primarily to (1) disclose specific categories in the rate reconciliation (2) provide additional information for reconciling items that meet a quantitative threshold, and (3) enhance cash tax payment disclosures. This ASU, which can be applied either prospectively or retrospectively, is effective for annual periods beginning after December 15, 2024 (our Fiscal 2026), with early adoption permitted. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
    In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for the Company for the annual report for the fiscal year ending May 3, 2025 and subsequent interim periods. Early adoption is permitted, and retrospective adoption is required for all prior periods presented. We are currently assessing this guidance and determining the impact on our condensed consolidated financial statements.
    Note 3. Revenue
    Revenue from sales of our products and services is recognized either at the point in time when control of the products is transferred to our customers or over time as services are provided in an amount that reflects the consideration we expect to be entitled to in exchange for the products or services. See Note 2. Summary of Significant Accounting Policies for additional information related to our revenue recognition policies. The following table disaggregates the revenue associated with our major product and service offerings:
    13 weeks ended39 weeks ended
    January 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Product and Other Sales
    Course Materials Product Sales $328,073 $317,571 $975,499 $962,272 
    General Merchandise Product Sales (a)
    71,608 72,464 183,981 193,617 
    Service and Other Revenue (b)
    23,482 25,340 74,283 81,834 
    Product and Other Sales sub-total423,163 415,375 1,233,763 1,237,723 
    Course Materials Rental Income43,162 41,298 98,115 93,490 
    Total Sales$466,325 $456,673 $1,331,878 $1,331,213 
    (a)Logo general merchandise sales are recognized on a net basis as commission revenue in the condensed consolidated financial statements.
    (b)Service and other revenue primarily relates to brand partnership marketing and other service revenues.

    15

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    Contract Assets and Liabilities
    Accounts receivables were $354,241, $315,126, $104,110 and $92,512 as of January 25, 2025, January 27, 2024, April 27, 2024 and April 29, 2023, respectively.
    Contract liabilities represent an obligation to transfer goods or services to a customer for which we have received consideration and consists of our deferred revenue liability (deferred revenue). Deferred revenue consists of the following:
    •advanced payments from customers related to textbook rental performance obligations, which are recognized ratably over the terms of the related rental period;
    •unsatisfied performance obligations associated with brand partnership marketing services, which are recognized when the contracted services are provided to our brand partnership marketing customers; and
    •unsatisfied performance obligations associated with the premium paid for the sale of treasury shares, which are expected to be recognized over the term of the e-commerce and merchandising contracts for Fanatics and Lids, respectively.
    The following table presents changes in deferred revenue associated with our contract liabilities:
    39 weeks ended
    January 25, 2025January 27, 2024
    Deferred revenue at the beginning of period$14,892 $15,356 
    Additions to deferred revenue during the period161,675 159,888 
    Reductions to deferred revenue for revenue recognized during the period(123,600)(122,449)
    Deferred revenue balance at the end of period:$52,967 $52,795 
    Balance Sheet classification:
    Accrued liabilities$49,707 $49,074 
    Other long-term liabilities3,260 3,721 
    Deferred revenue balance at the end of period:$52,967 $52,795 
    Note 4. Segment Reporting
    We identify our segments in accordance with the way our business is managed. During the 26 weeks ended October 26, 2024, management determined that a realignment of the Company's operating and reporting segments was necessary to better reflect the operations of the organization. With the recent change in Chief Executive Officer and June milestone financing transactions, we have streamlined operations to focus on a centralized management structure to support company-wide procurement, marketing and selling, delivery and customer service. Given the change in how the overall business is managed and how the current Chief Executive Officer (the current Chief Operating Decision Maker ("CODM")) assesses performance and allocates resources, we combined the operating results of the prior two segments, Retail and Wholesale, into one operating and reporting segment. Prior period disclosures have been restated to reflect the change to one segment.
    Our international operations are not material, and the majority of the revenue and total assets are within the United States.
    Note 5. Equity and Earnings Per Share
    Equity
    During the 13 and 39 weeks ended January 25, 2025, we did not repurchase shares of our Common Stock under the stock repurchase program and, as of January 25, 2025, approximately $26,669 remains available under the stock repurchase program.
    During the 13 and 39 weeks ended January 25, 2025, we repurchased 0 and 429 shares of our Common Stock, respectively, outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards.
    On April 16, 2024, our Board of Directors approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's Common Stock. Each right entitled stockholders to buy one one-thousandth of a share of our preferred stock at an established exercise price. The dividend was payable to holders of record as of the close of business on April 29, 2024. The rights were exercisable only if a person or group acquired 10% or more of our outstanding Common Stock and various other criteria were met (the “Distribution Date”). Until the Distribution Date, the rights were not exercisable; the rights were not evidenced by separate rights certificates; and the rights were transferable by, and only in connection with, the transfer of Common Stock. On July 3, 2024, the Company
    16

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    amended the rights plan to terminate the distributed rights effective July 3, 2024. At the time of the termination of the rights plan, all of the rights, which were previously distributed to holders of the Company's issued and outstanding Common Stock, expired. For additional information, please see the Company's Current Report on Form 8-K filed with the SEC on July 3, 2024.
    On June 5, 2024, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the aggregate number of authorized shares of Common Stock from 200,000,000 shares to 10,000,000,000 shares (post- reverse stock split).
    On September 18, 2024, our stockholders (1) approved the Company’s Amended and Restated Certificate of Incorporation to decrease the aggregate number of authorized shares of our Common Stock from 10,000,000,000 shares to 200,000,000 shares; and (2) approved an amendment to the Equity Incentive Plan to increase the number of shares available for issuance by an additional 2,000,000 shares of our Common Stock, for an aggregate total of 2,179,093 shares (post-reverse stock split).
    Milestone Financing Transactions
    On June 10, 2024, we completed various transactions, including a private equity investment, an equity rights offering, term loan debt conversion, and a credit facility refinancing, to substantially deleverage our consolidated balance sheet. These transactions also raised additional capital for repayment of indebtedness and provide additional flexibility for future working capital needs. For additional information, see Note 7. Debt. Upon closing of the transactions on June 10, 2024:         
    •We received gross proceeds of $95,000 of new equity capital through a $50,000 new equity investment (the “Private Investment”) led by Immersion and a $45,000 fully backstopped equity rights offering (the “Rights Offering”). The transactions infused approximately $85,500 of net cash proceeds after transaction costs. The transaction resulted in Immersion obtaining a controlling interest in the Company. See Private Investment, Rights Offering, and Backstop Commitment below;          
    •Our existing Term Loan (as defined below) lenders, TopLids LendCo, LLC (“TopLids”) and Vital Fundco, LLC (“VitalSource”), converted approximately $34,000 of outstanding principal and any accrued and unpaid interest into shares of our Common Stock. See Term Loan Credit Agreement Debt Conversion below.
    Private Investment, Rights Offering, and Backstop Commitment
    Immersion and VitalSource purchased approximately $45,000 and $5,000, respectively, in shares of our Common Stock, at the Subscription Price, defined below, in a private placement exempt from the registration requirements under the Securities Act and separate from the Rights Offering (the “Private Investment”). The Private Investment is in addition to shares of Common Stock purchased by Immersion pursuant to the Backstop Commitment discussed below.
    Through the Rights Offering, we issued 9,000,000 shares (post-reverse stock split) of our Common Stock at a cash subscription price of $0.05 per share (the “Subscription Price”). In the Rights Offering, we distributed to each holder of Common Stock, one non-transferable subscription right (each, a “Subscription Right”) for every share of Common Stock owned by such holder on May 14, 2024 (the “Record Date”), and each Subscription Right entitled the holder to purchase 17 shares of Common Stock. Each holder that fully exercised their Subscription Rights was entitled to rights to subscribe for additional shares of Common Stock that remain unsubscribed as a result of any unexercised Subscription Rights (“Over-Subscription Rights”), which allowed such holder to subscribe for additional shares of Common Stock up to the number of shares purchased under such holder’s basic Subscription Right at $0.05 per share. We received approximately $32,100 in gross proceeds from the exercise of Subscriptions Rights and Over-Subscription Rights from the Company's stockholders.
    For those Subscription Rights which remained unexercised, upon the expiration of the Rights Offering after accounting for all Over-Subscription Rights exercised, the standby purchasers, led by Immersion, Outerbridge Capital Management, LLC (“Outerbridge”) and Selz Family 2011 Trust (“Selz”), collectively purchased the unexercised Subscription Rights at the Subscription Price (“Backstop Commitment”). We received approximately $12,900 in gross proceeds for the exercise of Subscription Rights not subscribed for by the Company’s stockholders. We paid Immersion and Selz approximately $2,850 and $350, respectively, comprised of commitment fees in consideration for the Backstop Commitment, and expense reimbursements for all out-of-pocket costs, fees and expenses incurred in connection with the transactions and we paid Outerbridge approximately $1,250 for expense reimbursements for all out-of-pocket costs, fees and expenses incurred in connection with the transactions.
    17

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    During the 39 weeks ended January 25, 2025, we incurred equity issuance costs totaling $9,524 related to the Rights Offering and Private Investment which are presented in additional paid in capital in the condensed consolidated balance sheet.
    The Rights Offering was offered to all existing stockholders at a Subscription Price that was less than the fair value of our Common Stock, as of such time, the weighted average shares outstanding and basic and diluted earnings (loss) per share were adjusted retroactively to reflect the bonus element of the Rights Offering for all periods presented by a factor of 5.03.
    Term Loan Credit Agreement Debt Conversion
    Upon closing of the Rights Offering on June 10, 2024, we converted, at the Subscription Price, all outstanding principal and any accrued and unpaid interest under the Term Loan (as defined below) , totaling $34,000, into 6,674 shares of our Common Stock (the "Term Loan Debt Conversion"). We recognized a loss on extinguishment of debt of $55,233 in the condensed consolidated statement of operations in connection with the Term Loan Debt Conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated.
    Reverse Stock Split
    On June 11, 2024, we completed a reverse stock split of the Company’s outstanding shares of Common Stock at a ratio of 1-for-100 (the “Reverse Stock Split”), which was previously approved by stockholders at a special meeting held on June 5, 2024. In connection with the Reverse Stock Split, every 100 shares of the Common Stock issued and outstanding was converted into one share of the Company’s Common Stock. No change was made to the trading symbol for the Company’s shares of Common Stock, “BNED,” in connection with the Reverse Stock Split. The Reverse Stock Split was part of the Company’s plan to regain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on the NYSE.
    The Reverse Stock Split reduced the number of shares of the Company’s outstanding Common Stock from approximately 2,620,495,552 shares (as of the date June 11, 2024, when including issuances pursuant to the transactions) to approximately 26,204,956 shares, subject to adjustment for rounding.
    The Reverse Stock Split affected all issued and outstanding shares of Common Stock. All outstanding options and restricted stock units, and other securities entitling their holders to purchase or otherwise receive shares of Common Stock were adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity compensation plans was also appropriately adjusted. Following the Reverse Stock Split, the par value of the Common Stock will remain unchanged at $0.01 per share. The Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock. No fractional shares will be issued in connection with the reverse split; instead any fractional shares as a result of the Reverse Stock Split will be rounded up to the next whole number of post-split shares of Common Stock.
    At-the-Market Equity Offerings
    On September 19, 2024, we entered into an at-the market ("ATM") sales agreement (the "September ATM Sales Agreement") with BTIG, LLC ("BTIG") under which we sold our Common Stock from time to time through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million oof our Common Stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We paid BTIG a commission of 2% of the gross sales proceeds of any Common Stock sold under the September ATM Sales Agreement. We were not obligated to make any sales of Common Stock under the September ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the September ATM Sales Agreement, at a weighted-average price of $10.06 per share and received $39.2 million in proceeds, net of commissions.
    On December 20, 2024, we entered into an additional ATM sales agreement with BTIG (the "December ATM Sales Agreement"), under which we sold our Common Stock through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million of our Common Stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We paid BTIG a commission of 2% of the gross sales proceeds of any Common Stock sold under the Sales Agreement. We were not obligated to make any sales of Common Stock under the December ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the December ATM Sales Agreement, at a weighted-average price of
    18

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    $10.42 per share and received $39.2 million in proceeds, net of commissions.
    Earnings Per Share
    Basic EPS is computed based upon the weighted average number of common shares outstanding for the period. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the period plus the dilutive effect of Common Stock equivalents using the treasury stock method and the average market price of our Common Stock for the period. We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted Common Stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for Common Stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. During the 13 weeks ended January 25, 2025 and January 27, 2024, average shares of 8,456 and 30,094 were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive, respectively. During the 39 weeks ended January 25, 2025 and January 27, 2024, average shares of 333,770 and 33,057 were excluded from the diluted earnings per share calculation as their inclusion would have been antidilutive, respectively. The following is a reconciliation of the basic and diluted earnings per share calculation:
    19

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    13 weeks ended39 weeks ended
    (shares in thousands)January 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Numerator for basic earnings per share:
    Net income (loss) from continuing operations
    $7,112 $(9,928)$(42,632)$(35,045)
    Less allocation of earnings to participating securities(19)— — — 
    Net income (loss) from continuing operations available to common shareholders7,093 (9,928)(42,632)(35,045)
    Income (loss) from discontinued operations, net of tax
    — 289 — (802)
    Net income (loss) available to common shareholders
    $7,093 $(9,639)$(42,632)$(35,847)
    Numerator for diluted earnings per share:
    Net income (loss) from continuing operations
    $7,093 $(9,928)$(42,632)$(35,045)
    Allocation of earnings to participating securities19 — — — 
    Less diluted allocation of earnings to participating securities(19)— — — 
    Net income (loss) from continuing operations available to common shareholders
    7,093 (9,928)(42,632)(35,045)
    Income (loss) from discontinued operations, net of tax
    — 289 — (802)
    Net income (loss) available to common shareholders
    $7,093 $(9,639)$(42,632)$(35,847)
    Denominator for basic earnings per share:
    Basic weighted average shares of Common Stock30,508 2,673 23,515 2,659 
    Denominator for diluted earnings per share:
    Basic weighted average shares of Common Stock30,508 2,673 23,515 2,659 
    Average dilutive restricted stock units14 — — — 
    Average dilutive restricted shares19 — — — 
    Average dilutive performance share units
    121 
    Average dilutive stock options— — — — 
    Diluted weighted average shares of Common Stock30,662 2,673 23,515 2,659 
    Earnings (Loss) per share of Common Stock:
    Basic
    Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
    Discontinuing operations— 0.11 — (0.30)
    Total Basic Earnings per share$0.23 $(3.60)$(1.81)$(13.48)
    Diluted
    Continuing operations$0.23 $(3.71)$(1.81)$(13.18)
    Discontinuing operations— 0.11 — (0.30)
    Total Diluted Earnings per share$0.23 $(3.60)$(1.81)$(13.48)
    Note 6. Fair Value Measurements
    In accordance with ASC No. 820, Fair Value Measurements and Disclosures, the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A
    20

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor.
    Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
    Level 1—Observable inputs that reflect quoted prices in active markets
    Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable
    Level 3—Unobservable inputs in which little or no market data exists, therefore requiring us to develop our own assumptions
    Our financial instruments include cash and cash equivalents, receivables, accrued liabilities and accounts payable. The fair value of cash and cash equivalents, receivables, accrued liabilities and accounts payable approximates their carrying values because of the short-term nature of these instruments, which are all considered Level 1. The fair value of long-term debt approximates its carrying value.
    Non-Financial Assets and Liabilities
    Our non-financial assets include property and equipment, operating lease right-of-use assets, and intangible assets. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets.
    Note 7. Debt
    As of
    Maturity Date
    January 25, 2025January 27, 2024April 27, 2024
    Credit FacilityJune 9, 2028$141,200 $224,067 $164,947 
    Term Loan— 31,750 32,653 
    sub-total141,200 255,817 197,600 
    Less: Deferred financing costs, Term Loan (a)
    — (1,559)(1,263)
    Total debt$141,200 $254,258 $196,337 
    Balance Sheet classification:
    Short-term borrowings$— $224,067 $— 
    Long-term borrowings$141,200 $30,191 $196,337 
    Total debt$141,200 $254,258 $196,337 
    (a) For additional information on Credit Facility and Term Loan deferred financing costs, see Deferred Financing Costs below.
    On June 10, 2024, we completed various transactions, including a private equity investment, an equity rights offering, term loan debt conversion, and a credit facility refinancing, to substantially deleverage our consolidated balance sheet. These transactions also raised additional capital for repayment of indebtedness and provide additional flexibility for future working capital needs.
    Upon closing of the transactions on June 10, 2024:         
    •We received gross proceeds of $95,000 of new equity capital through a $50,000 new equity investment (the “Private Investment”) led by Immersion and the $45,000 Rights Offering. The transactions infused approximately $85,500 of net cash proceeds after transaction costs. The transaction resulted in Immersion obtaining a controlling interest in the Company. See Note 5. Equity and Earnings Per Share.          
    •Our existing Term Loan (as defined below) lenders, TopLids and VitalSource, converted approximately $34,000 of outstanding principal and any accrued and unpaid interest into our Common Stock. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. See Note 5. Equity and Earnings Per Share.     
    21

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    •We refinanced our Credit Facility (defined below) providing access to a $325,000 facility maturing in 2028. The refinanced Credit Facility will enhance our financial flexibility and reduce our annual interest expense. See discussion below.
    Credit Facility
    As of January 25, 2025, we are party to a credit agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto, originally entered into on August 3, 2015 (the "Credit Agreement"). Between March 2019 and April 2024, the Credit Agreement undergone multiple amendments. On June 10, 2024 (the “Closing Date”), the Credit Agreement was amended and restated (as amended and restated, the "A&R Credit Agreement"). Under the Credit Agreement, the lenders originally committed to provide us with an asset-backed revolving credit facility in an aggregate principal amount of $400,000 (the “Credit Facility”), which was reduced to $380,000 by the April 2024 amendment.
    Under the A&R Credit Agreement, on the Closing Date, we restructured the Credit Facility to provide an aggregate committed principal amount to up to $325,000 and extended the maturity of the Credit Facility by four years to June 9, 2028. Proceeds from the Credit Facility are and will be used for general corporate purposes, including seasonal working capital needs. The Company has interest-only obligations under the Credit Facility until the maturity date, at which time the total principal outstanding is due and payable.
    Interest under the Credit Facility accrues, at the election of the Company, either (x) based on the Secured Overnight Financing Rate (“SOFR”), which is subject to a floor of 2.50% per annum, plus a spread of 3.50% per annum or (y) at an alternate base rate, which is subject to a floor of 3.50% per annum, plus a spread of 2.50% per annum, provided that, in the event the Company meets certain financial metrics for a consecutive six-month period beginning and ending after the one-year anniversary of the Closing Date, the foregoing spreads shall be reduced by 0.25% per annum.
    The A&R Credit Agreement contains customary negative covenants that limit the Company’s ability to incur or assume additional indebtedness, grant or permit liens, make investments, make Restricted Payments (as defined in the A&R Credit Agreement) and other specified payments, merge with other entities, dispose of or acquire assets, or engage in transactions with affiliates, among other things. Additionally, the A&R Credit Agreement includes the following financial maintenance covenants:         
    •following the date that is six months following the Closing Date, the Company is required to maintain a minimum Availability (as defined in the A&R Credit Agreement) of (x) $25,000 for the first thirty (30) months after the Closing Date and (y) $30,000 after the date that is thirty (30) months after the Closing Date;         
    •commencing with the month ending on or about May 31, 2025, the Company is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of not less than 1.10 to 1.00, which will be tested monthly on the last day of each fiscal month for the trailing 12-month period; and              
    •commencing with the quarter ending on or about October 31, 2024, the Company is required to maintain a minimum Consolidated EBITDA (as defined in the A&R Credit Agreement), which will be tested quarterly on the last day of each fiscal quarter for (a) the trailing six-month period for the first test date, (b) the trailing nine-month period of the second test date and (c) for the trailing 12-month period thereafter.
    The A&R Credit Agreement contains customary events of default, including for non-payment of obligations owing under the Credit Facility, material breaches of representations and warranties, failure to perform or observe covenants, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business. The A&R Credit Agreement also contains customary affirmative covenants and representations and warranties.
    The Credit Facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the Credit Facility. This is considered an all-assets lien (inclusive of proceeds from tax refunds payable to the Company and a pledge of equity from subsidiaries, exclusive of real estate).
    In connection with the Credit Facility, the 1.00% fee payable in connection with the eighth amendment to the Credit Facility (prior to its having been amended and restated), 50% was paid on September 2, 2024 and 50% is due and payable on June 10, 2025.
    22

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    As of January 25, 2025, and through the date of this filing, we believe we were in compliance with the covenants under the A&R Credit Agreement.
    During the 39 weeks ended January 25, 2025, we borrowed $667,355 and repaid $691,121 under the Credit Facility, and had outstanding borrowings of $141,200 as of January 25, 2025. During the 39 weeks ended January 27, 2024, we borrowed $454,459 and repaid $384,545 under the Credit Facility, and had outstanding borrowings of $224,067 as of January 27, 2024. As of January 25, 2025 and January 27, 2024, we have issued $575 and $3,575, respectively, in letters of credit under the Credit Facility.
    Term Loan
    On June 7, 2022, we entered into a Term Loan Credit Agreement with TopLids and Vital Fundco (the "Term Loan"). The Term Loan provided for term loans in an amount equal to $30,000 and matured on April 7, 2025. The proceeds of the Term Loans were being used to finance working capital, and to pay fees and expenses related to the Term Loan.
    On June 10, 2024, our existing Term Loan lenders converted approximately $34,000 of outstanding principal and accrued and unpaid interest into our Common Stock, resulting in financing noncash flow activity totaling $86,755. We recognized a loss on extinguishment of debt of $55,233 in the condensed consolidated statement of operations in connection with the Term Loan debt conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan Debt Conversion, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. See Note 5. Equity and Earnings Per Share.     
    Deferred Financing Costs
    The debt issuance costs have been deferred and are presented as noted below in the condensed consolidated balance sheets, and are subsequently amortized ratably over the term of respective debt.
    As of
    Balance Sheet Location
    Maturity Date/
    Amortization Term
    January 25, 2025January 27, 2024April 27, 2024
    Credit Facility - Prepaid and Other Current Assets
    June 9, 2028$— $14,570 $— 
    Credit Facility - Other noncurrent assets
    12,512 — 12,897 
    Credit Facility - sub-total
    12,512 14,570 12,897 
    Term Loan - Contra Debt
    — 1,559 1,263 
    Total deferred financing costs
    $12,512 $16,129 $14,160 
    Interest Expense
    The following table disaggregates interest expense for the 13 and 26 week periods:
    13 weeks ended39 weeks ended
    January 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Interest Incurred
    Credit Facility$4,179 $5,747 $13,797 $18,286 
    Term Loan— 907 453 3,074 
    Total Interest Incurred$4,179 $6,654 $14,250 $21,360 
    Amortization of Deferred Financing Costs
    Credit Facility$915 $3,662 $4,098 $7,456 
    Term Loan— 312 150 924 
    Total Amortization of Deferred Financing Costs$915 $3,974 $4,248 $8,380 
    Interest Income, net of expense$(11)$(8)$(334)$(202)
    Total Interest Expense$5,083 $10,620 $18,164 $29,538 
    23

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    Cash interest paid during the 13 weeks ended January 25, 2025 and January 27, 2024 was $4,633 and $5,668, respectively, and cash interest paid during the 39 weeks ended January 25, 2025 and January 27, 2024 was $14,499 and $19,640, respectively.
    Note 8. Leases
    We recognize lease assets and lease liabilities on the condensed consolidated balance sheets for substantially all lease arrangements as required by FASB ASC 842, Leases (Topic 842). Our portfolio of leases consists of operating leases comprised of operations agreements which grant us the right to operate on-campus bookstores at colleges and universities; real estate leases for office and warehouse operations; and vehicle leases. We do not have finance leases or short-term leases (i.e., those with a term of twelve months or less).
    We recognize a right of use (“ROU”) asset and lease liability in our condensed consolidated balance sheets for leases with a term greater than twelve months. Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. Our lease terms generally range from one year to fifteen years and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year.
    Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: i) a percentage of revenues or sales arising at the relevant premises (“variable commissions”), and/or ii) operating expenses, such as common area charges, real estate taxes and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, we recognize lease expense on a straight-line basis over the lease term or over the contract year in order to best reflect the pattern of usage of the underlying leased asset and our minimum obligations arising from these types of leases. Our lease agreements do not contain any material residual value guarantees, material restrictions or covenants.
    We used our incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable. We utilized an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later.
    We recognized lease expense related to our college and university contracts as cost of sales in our condensed consolidated statements of operations as follows:
    13 weeks ended39 weeks ended
    January 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Variable lease expense$19,241 $18,679 $58,084 $56,039 
    Operating lease expense33,618 33,830 98,826 103,314 
    Net lease expense$52,859 $52,509 $156,910 $159,353 
    The following table summarizes our minimum fixed lease obligations, excluding variable commissions:
    As of January 25, 2025
    Remainder of Fiscal 2025
    $75,208 
    Fiscal 2026
    43,935 
    Fiscal 2027
    34,016 
    Fiscal 2028
    28,602 
    Fiscal 2029
    25,523 
    Thereafter37,931 
    Total lease payments245,215 
    Less: imputed interest(22,318)
    Operating lease liabilities at period end$222,897 
    Future lease payment obligations related to leases that were entered into, but did not commence as of January 25, 2025, were not material.
    24

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    The following summarizes additional information related to our operating leases:
    As of
    January 25, 2025January 27, 2024
    Weighted average remaining lease term (in years)4.2 years4.4 years
    Weighted average discount rate4.9 %4.4 %
    Supplemental cash flow information:
    Cash payments for lease liabilities within operating activities$98,883 $85,880 
    Right-of-use assets obtained in exchange for lease liabilities from initial recognition$72,356 $78,446 
    Note 9. Supplementary Information
    Restructuring and other charges
    During the 13 and 39 weeks ended January 25, 2025, we recognized restructuring and other charges totaling $(7,568) and $(4,100), respectively, comprised primarily of $(11) and $2,061, respectively, related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives; $0 and $1,963, respectively, of severance primarily related to the resignation of our former Chief Executive Officer on June 11, 2024,$(1,789) of which is included in accrued liabilities in the condensed consolidated balance sheet as of January 25, 2025; $64 and $884, respectively, for legal and advisory professional service costs for restructuring and process improvements and other charges; and $(7,620) and $(9,007), respectively, related to the termination of liabilities related to a frozen retirement benefit plan (non-cash). We recognized an increase to additional paid in capital on the condensed consolidated balance sheet for the reimbursement of the former Chief Executive Officer severance from VitalSource (a principal stockholder) as part of the June 10, 2024 financing transactions.
    During the 13 and 39 weeks ended January 27, 2024, we recognized restructuring and other charges totaling $3,413 and $12,320, respectively, comprised primarily of $3,413 and $11,240, respectively, of professional service costs for restructuring and process improvements, and $0 and $1,080, respectively, of severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives.
    Note 10. Long-Term Incentive Plan Compensation Expense
    We recognize compensation expense for restricted stock awards ratably over the requisite service period of the award, which is generally three years. We recognize compensation expense for these awards based on the number of awards expected to vest. We calculate the fair value of these awards based on the closing stock price on the date the award was granted. For those awards with market conditions, we have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.
    During the 39 weeks ended January 25, 2025, we granted the following awards under the Equity Incentive Plan:
    •On June 18, 2024, we granted 7,441 restricted stock units ("RSUs") and 29,764 restricted stock awards ("RSAs") to Board of Director members. The restricted stock awards vested on September 18, 2024.
    •On September 20, 2024, we granted 61,290 RSUs and 81,720 RSAs to Board of Director members. The RSUs vest on the earlier of one year from the date of grant or the next annual meeting of stockholders.
    •On September 20, 2024, we granted 1,533,250 performance share units ("PSUs") to employees that include both a service condition and market condition in order for PSUs to vest. The PSUs vest upon our Common Stock achieving a specified price per share (measured using a 100-day average volume weighted average price ("VWAP")) for each of three tranches and continued employment through a specified date. There is a period of seven years from the grant date in order to achieve the specific target share price. We have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected PSU term. Volatility is based on the historical volatility of the
    25

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    Company’s Common Stock over a period of time corresponding to the expected PSU term.

    PSU Tranche #1PSU Tranche #2PSU Tranche #3
    Performance Milestone (VWAP)$10.00 $15.00 $20.00 
    Valuation method utilizedMonte CarloMonte CarloMonte Carlo
    Risk-free interest rate3.53 %3.53 %3.53 %
    Company volatility120 %120 %120 %
    Derived service period1.0 year2.0 years3.0 years
    Grant date fair value per award$9.74 $9.62 $9.46 
    We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows:
    13 weeks ended39 weeks ended
    January 25,
    2025
    January 27,
    2024
    January 25,
    2025
    January 27,
    2024
    Stock-based awards
    Restricted stock expense$200 $— $467 $11 
    Restricted stock units expense 185 512 417 1,528 
    Performance share units expense 2,147 — 2,895 — 
    Stock option expense29 300 (826)1,029 
    Sub-total stock-based awards:$2,561 $812 $2,953 $2,568 
    Cash settled awards
    Phantom share units expense$— $1 $(4)$(128)
    Total compensation expense for long-term incentive awards$2,561 $813 $2,949 $2,440 
    The negative long-term incentive plan is primarily due to forfeitures of $1,562 resulting from the resignation of our former Chief Executive Officer on June 11, 2024.
    Total unrecognized compensation cost related to unvested awards as of January 25, 2025 was $12,342 and is expected to be recognized over a weighted-average period of 1.6 years.
    Note 11. Employee Benefit Plans
    We sponsor defined contribution plans for the benefit of substantially all of the employees of BNC. MBS maintains a profit sharing plan covering substantially all full-time employees of MBS. For all plans, we are responsible to fund the employer contributions directly. Total employee benefit expense for these plans was $0 during the 13 weeks ended January 25, 2025 and January 27, 2024. Total employee benefit expense for these plans was $0 and $1,687 during the 39 weeks ended January 25, 2025 and January 27, 2024, respectively. Commencing in September 2023, we revised the 401(k)-retirement savings plan to an annual end of plan year discretionary match, in lieu of the current pay period match.
    Note 12. Income Taxes
    We recorded an income tax expense of $10,664 on pre-tax income of $17,776 during the 13 weeks ended January 25, 2025, which represented an effective income tax rate of 60.0% and an income tax expense of $229 on pre-tax income of $(9,699) during the 13 weeks ended January 27, 2024, which represented an effective income tax rate of (2.4)%. We recorded an income tax expense of $11,925 on pre-tax loss of $(30,707) during the 39 weeks ended January 25, 2025, which represented an effective income tax rate of (38.8)% and an income tax expense of $532 on pre-tax loss of $(34,513) during the 39 weeks ended January 27, 2024, which represented an effective income tax rate of (1.5)%. The effective tax rate for the 13 weeks ended January 25, 2025 is higher than the prior year comparable period due to the Internal Revenue Code (IRC) 382 limitation on attribute utilization, offset by the impact of accounting method changes filed for our fiscal year 2024 tax return in the current period. The effective tax rate for the 39 weeks ended January 25, 2025 is lower than the prior year comparable period due to the
    26

    Table of Contents

    BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    For the 13 and 39 weeks ended January 25, 2025 and January 27, 2024
    (Thousands of dollars, except share and per share data)
    (unaudited)

    IRC 382 limitation on attribute utilization offset by the impact of accounting method changes filed on our fiscal year 2024 tax return and permanent differences related to the loss on the debt-to-equity conversion in the current period.
    In assessing the realizability of the deferred tax assets, management considered whether it is more likely than not that some or all of the deferred tax assets would be realized. As of January 25, 2025, we determined that it was more likely than not that we would not realize all deferred tax assets and our tax rate for the current fiscal year reflects this determination. We will continue to evaluate this position.
    Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change” (generally defined as a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period), the corporation’s ability to use its pre-change net operating losses and certain other pre-change tax attributes to offset its post-change income and taxes may be limited. Similar rules may apply under state tax laws. As a result of the Rights Offering, Backstop Commitment, Private Investment, and Term Loan Debt Conversion completed on June 10, 2024. The Company conducted a study to determine if an ownership change occurred. It was determined that an ownership change occurred under Section 382 and 383, and the corresponding annual limitations materially impacts the utilization of our tax attributes including our $233,305 NOL carryforwards, $61,224 disallowed interest expense carryforwards, and $1,131 tax credit carryforwards. The Company anticipates that $96,000 of these tax attributes may be made available during the first five years following the ownership change on June 10, 2024, which would be able to offset future taxable income.
    Note 13. Legal Proceedings
    We are involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters. The results of these proceedings in the ordinary course of business are not expected to have a material adverse effect on our condensed consolidated financial position, results of operations, or cash flows.
    Note 14. Subsequent Event
    [OPEN FOR ANY SUBSEQUENT EVENT THROUGH FILING DATE]
    27

    Table of Contents
    Item 2:    Management’s Discussion and Analysis of Financial Condition and Results of Operations

    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 “MBS” refer to our subsidiary MBS Textbook Exchange, LLC.
    This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements involve risks and uncertainties. Please reference the disclosure regarding forward-looking statements for more information.
    Overview
    Description of Business
    Barnes & Noble Education, Inc. (“BNED”) is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. We are also a textbook wholesaler, and bookstore management hardware and software provider. We operate 1,164 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.
    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 provide product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. We offer our BNC First Day® affordable access course material programs, consisting of First Day Complete and First Day, which provide faculty-required course materials to students on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition. We are moving quickly to accelerate our First Day Complete strategy. Many institutions adopted First Day Complete in Fiscal 2024, and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond. See BNC First Day® Affordable Access Course Material Programs below.
    We expect to continue to introduce scalable and advanced solutions focused largely on the student and customer experience, expand our e-commerce capabilities and accelerate such capabilities with our service providers, Fanatics Retail Group Fulfillment, LLC (“Fanatics”) and Fanatics Lids College, Inc. D/B/A “Lids” (“Lids”) (collectively referred to herein as the “F/L Relationship”), win new accounts, and expand our revenue opportunities through strategic relationships. We expect gross comparable store 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 F/L Relationship. Fanatics and Lids, acting on our behalf as our service providers, provide unparalleled product assortment, e-commerce capabilities and powerful digital marketing tools to drive increased value for customers and accelerate growth of our logo general merchandise business.
    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 educational publishers who rely on us as one of their primary distribution channels.
    For additional information related to our business, see Part I - Item 1. Business in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (as updated through our Current Report on Form 8-K filed with the SEC on December 11, 2024).
    BNC First Day® Affordable Access Course Material 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® affordable access course material programs, consisting of First Day Complete and First Day, which provide faculty-required course materials to students on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition.
    28

    Table of Contents
    •First Day Complete is adopted by an institution and includes all or the majority of undergraduate classes (and on occasion graduate classes), providing students with both physical and digital materials. In addition to providing numerous benefits to students, faculty and administrators, the First Day Complete model drives substantially greater unit sales and sell-through for the bookstore.
    •First Day is adopted by a faculty member for a single course, and students receive primarily digital course materials through their school's learning management system (“LMS”).
    Offering course materials through our BNC First Day® affordable access course material programs, First Day Complete and First Day, is an important strategic initiative of ours to meet the market demands of reduced pricing for 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 course material 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. These affordable access course material programs have allowed us to reverse historical long-term trends in course materials revenue declines, which has been observed at those schools where such programs have been adopted. In Fiscal 2024, the growth of our BNC First Day® programs offset the declines in a la carte courseware sales and closed store sales. We are moving quickly to accelerate our First Day Complete strategy. Many institutions adopted First Day Complete in Fiscal 2024, and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond.
    The following table summarizes our BNC First Day® sales for the 13 and 39 weeks ended January 25, 2025 and January 27, 2024:
    Dollars in millions13 weeks ended39 weeks ended
    January 25, 2025January 27, 2024Var $Var %January 25, 2025January 27, 2024Var $Var %
    First Day Complete Sales
    $141.8 $109.5 $32.3 29.5%$342.7 $271.5 $71.2 26.2%
    First Day Sales
    $80.4 $74.5 $5.9 7.9%$196.3 $173.6 $22.7 13.1%
    Total BNC First Day® Sales
    $222.2 $184.0 $38.2 20.8%$539.0 $445.1 $93.9 21.1%
    First Day Complete
    Spring 2025
    Spring 2024
    Var #Var %
    Number of campus stores1911603119.4%
    Estimated enrollment (a)
    957,000805,000152,00018.9%
    (a) Total undergraduate and graduate student enrollment as reported by National Center for Education Statistics (NCES) as of January 5, 2025
    Financing Arrangements
    On June 10, 2024, we completed various transactions, including an equity rights offering, private equity investment, a term loan debt conversion, and credit facility refinancing, to substantially deleverage our consolidated balance sheet. These transactions raised additional capital for repayment of indebtedness and provide additional flexibility for working capital needs, which will also allow us to strategically invest in innovation and continue to execute our strategic initiatives, including but not limited to the growth of our First Day Complete program. Upon closing of the Transactions on June 10, 2024:
    •We received gross proceeds of $95.0 million of new equity capital through a $50.0 million new equity investment (the “Private Investment”) led by Immersion and the $45.0 million Rights Offering. The transactions infused approximately $85.5 million of net cash proceeds after transaction costs. The transaction resulted in Immersion obtaining a controlling interest in the Company.
    •Our existing Term Loan lenders, TopLids and VitalSource, converted approximately $34.0 million of outstanding principal and accrued and unpaid interest into our Common Stock. We recognized a loss on extinguishment of debt of $55.2 million in the condensed consolidated statement of operations in connection with the Term Loan Debt Conversion which represents the difference between the debt fair value and net carrying value, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated.
    •We refinanced our Credit Facility providing access to a $325.0 million facility maturing in 2028. The refinanced Credit Facility will meaningfully enhance our financial flexibility and reduce our annual interest expense.
    On September 19, 2024, we entered into an at-the market ("ATM") sales agreement (the "September ATM Sales Agreement") with BTIG, LLC ("BTIG") under which we sold our Common Stock from time to time through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million of our Common Stock from time to time, based upon our
    29

    Table of Contents
    instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We paid BTIG a commission of 2% of the gross sales proceeds of any Common Stock sold under the September ATM Sales Agreement. We were not obligated to make any sales of Common Stock under the September ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the September ATM Sales Agreement, at a weighted-average price of $10.06 per share and received $39.2 million in proceeds, net of commissions.
    On December 20, 2024, we entered into an additional ATM sales agreement with BTIG (the "December ATM Sales Agreement"), under which we sold our Common Stock through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million of our Common Stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We paid BTIG a commission of 2% of the gross sales proceeds of any Common Stock sold under the Sales Agreement. We were not obligated to make any sales of Common Stock under the December ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the December ATM Sales Agreement, at a weighted-average price of $10.42 per share and received $39.2 million in proceeds, net of commissions.
    For additional information, see the Liquidity and Capital Resources in our Management's Discussion and Analysis of Financial Condition and Results of Operations, in Item 2. below.
    Segments
    We identify our segments in accordance with the way our business is managed. During the 26 weeks ended October 26, 2024, management determined that a realignment of the Company's operating and reporting segments was necessary to better reflect the operations of the organization. With the recent change in Chief Executive Officer ("CEO") and June milestone financing transactions, we have streamlined operations to focus on a centralized management structure to support company-wide procurement, marketing and selling, delivery and customer service. Given the change in how the overall business is managed and how the current CEO (the current Chief Operating Decision Maker ("CODM")) assesses performance and allocates resources, we combined the operating results of the prior two segments, Retail and Wholesale, into one operating and reporting segment. Prior period disclosures have been restated to reflect the change to one segment.
    Seasonality
    Our business is highly seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and operating profit realized during the second and third fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the first and fourth fiscal quarters. Our quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, as well as shifts in our fiscal calendar dates. These shifts in timing may affect the comparability of our results across periods.
    Product sales is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product sales in our condensed consolidated financial statements. Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income in our condensed consolidated financial statements. Depending on the product mix offered under the BNC First Day® offerings, revenue recognized is consistent with our policies for product, digital and rental sales, net of an anticipated opt-out or return provision.
    Given the growth of BNC First Day® affordable access course material programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor. As a higher percentage of our sales shift to BNC First Day® affordable access course material offerings, we are focused on efforts to better align the timing of our cash outflows to course material vendors and cash inflows from collections from schools. As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the customer accesses the digital content compared to: (i) the rental of physical textbooks where revenue is recognized over the rental period, and (ii) a la carte courseware sales where revenue is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores.
    Trends, Competition and Other Business Conditions Affecting Our Business
    The market for educational materials continues to undergo significant change. As tuition and other costs rise, colleges and universities face increasing pressure to attract and retain students and provide them with innovative, affordable educational
    30

    Table of Contents
    content and tools that support their educational development. Current trends, competition and other factors affecting our business include:
    •Overall Capital Markets, Economic Environment, College Enrollment and Consumer Spending Patterns. Our business is affected by capital markets, 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.
    •Capital Market Trends: We may require additional capital in the future to sustain or grow our business, including implementation of our strategic initiatives. The future availability of financing will depend on a variety of factors, such as economic and market conditions, and the availability of credit. These factors have and could continue to materially adversely affect our costs of borrowing, and our financial position and results of operations would be adversely impacted. Volatility in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions.
    •Economic Environment: General merchandise sales are subject to short-term fluctuations driven by the broader retail environment and other economic factors, such as interest rate fluctuations, changes in trade policies, including the imposition of new tariffs or increases in existing tariffs, and inflationary considerations. Broader macro-economic global supply chain issues could impact our ability to source physical textbooks, school supplies and general merchandise sold in our campus bookstores, including technology-related products and emblematic clothing. Union and labor market issues may also impact our ability to provide services and products to our customers. A significant reduction in U.S. economic activity could lead to decreased consumer spending.
    •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 customers. In the Fall of 2023 and Spring of 2024, we observed increased year-over-year 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. 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, which impacts the level of in-store traffic for general merchandise sales, including for cafe and convenience products.
    •Increased Use of Open Educational Resources (“OER”), Online and Digital Platforms as Companions or Alternatives to Traditional Course Materials, Including Artificial Intelligence (“AI”) Technologies. 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, including insurance, 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, and publishers, including Cengage Learning, McGraw-Hill Education and Pearson Education, bypassing the bookstore distribution channel by selling or renting directly to students and educational institutions, including student-to-student transactions over the Internet, and multi-title subscription access. We counteract disintermediation as we continue to scale the number of schools that adopt our BNC First Day® affordable access course material programs, given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.
    •Suppliers, Supply Chain and Inventory. The products that we sell originate from a wide variety of domestic and international vendors. Since the demand for used textbooks has historically been greater than the available supply, our financial results are highly dependent upon our ability to build our textbook inventory from suppliers in advance of the selling season. Some textbook publishers supply textbooks pursuant to consignment or rental programs which could impact used textbook supplies in the future. We are a national distributor for rental textbooks offered through
    31

    Table of Contents
    McGraw-Hill Education's and Pearson Education’s consignment rental program. We do not have long-term arrangements with most of our suppliers to guarantee availability of merchandise, content or services, particular payment terms or the extension of credit limits. If our current suppliers were to stop selling merchandise, content or services to us on acceptable terms, including as a result of one or more supplier bankruptcies due to poor economic conditions or refusal by such suppliers to ship products to us due to delayed or extended payment windows as a result of our own liquidity constraints, we may be unable to procure the same merchandise, content or services from other suppliers in a timely and efficient manner and on acceptable terms, or at all. Additionally, delayed or incomplete publisher shipments of physical textbook orders, or delays in receiving digital courseware access codes, could have an adverse impact on sales, including our BNC First Day Complete equitable access program, which relies upon timely receipt of inventory in advance of class start dates each academic term. 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.
    •First Day Complete and First Day Models. Offering course materials sales through our BNC First Day® affordable access course material programs, First Day Complete and First Day, is a key, and increasingly important, strategic initiative of ours to meet the market demands of reduced pricing for students. Our First Day Complete and First Day programs contribute to improved student outcomes, while increasing our market share, revenue and relative gross profits of course materials 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. These affordable access course material programs have allowed us to reverse historical long-term trends in course materials revenue declines as the growth of our BNC First Day programs offsets declines in a la carte courseware sales and closed store sales. We are moving quickly to accelerate our First Day Complete strategy. Many institutions adopted First Day Complete in Fiscal 2024, and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond. We cannot guarantee that we will be able to achieve these plans within these timeframes or at all.
    •A Large Number of Traditional Campus Bookstores 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 affordable access course material programs and publisher subscription models) and general merchandise.
    •New and Existing Bookstore Contracts. We expect awards of new accounts resulting in new physical and virtual store openings will continue to be an important driver of future growth in our business. We also expect that certain less profitable or non-essential bookstores we operate may close, as we focus on the profitability of our stores.
    For additional discussion of our trends and other factors affecting our business, see Part I - Item 1. Business in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (as updated through our Current Report on Form 8-K filed with the SEC on December 11, 2024).
    Elements of Results of Operations
    Our condensed consolidated financial statements reflect our consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). The results of operations reflected in our condensed consolidated financial statements are presented on a consolidated basis. All material intercompany accounts and transactions have been eliminated in consolidation.
    Our sales are primarily derived from the sale of course materials, which include new, used, rental and digital textbooks. Additionally, at college and university bookstores which we operate, we sell general merchandise, including emblematic apparel and gifts, trade books, computer products, school and dorm supplies, convenience and café items and graduation products. Our rental income is primarily derived from the rental of physical textbooks. We also derive revenue from other sources, such as sales of bookstore management, hardware and point-of-sale software, and other services.
    Our cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses.
    32

    Table of Contents
    Results of Operations
    Results of Operations - Summary - Continuing Operations (a)

     13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25,
    2025
    January 27,
    2024
    January 25,
    2025
    January 27,
    2024
    Sales:
    Product sales and other$423,163 $415,375 $1,233,763 $1,237,723 
    Rental income43,162 41,298 98,115 93,490 
    Total sales$466,325 $456,673 $1,331,878 $1,331,213 
    Gross profit$96,379 $100,036 $281,228 $286,912 
    Income (loss) from continuing operations before income tax
    $17,776 $(9,699)$(30,707)$(34,513)
    Net income (loss) from continuing operations
    $7,112 $(9,928)$(42,632)$(35,045)
    Adjusted Earnings (non-GAAP)-Continuing Operations (a)
    $3,818 $95 $13,167 $(14,359)
    Adjusted EBITDA (non-GAAP)-Continuing Operations (a)
    $27,379 $21,092 $72,657 $46,287 
    (a)Adjusted Earnings and Adjusted EBITDA are non-GAAP financial measures. See Use of Non-GAAP Measures discussion below.

    Results of Operations - Discontinued Operations
    On May 31, 2023, we completed the sale of assets related to our former Digital Student Solutions (“DSS”) segment, which met the criteria for classification as Assets Held for Sale and Discontinued Operations. The results of operations related to our former DSS segment are included in the condensed consolidated statements of operations as “Income (loss) from discontinued operations, net of tax.” The cash flows of our former DSS segment are also presented separately in our condensed consolidated statements of cash flows. For additional information, see Part II - Item 7. Management's Discussion and Analysis in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (as updated through our Current Report on Form 8-K filed with the SEC on December 11, 2024).
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25,
    2025
    January 27,
    2024
    January 25,
    2025
    January 27,
    2024
    Total sales$— $— $— $2,784 
    Cost of sales— — — 76 
    Gross profit— — — 2,708 
    Selling and administrative expenses— — 177 3,101 
    Depreciation and amortization— — — 3 
    Gain on sale of business— — (477)(3,545)
    Impairment loss (non-cash)— — — 610 
    Restructuring costs— — 11 3,308 
    Transaction costs— — — 13 
    Operating loss— — 289 (782)
    Income tax expense— — — 20
    Income (loss) from discontinued operations, net of tax$— $— $289 $(802)




    33

    Table of Contents
    Results of Operations - Continuing Operations - 13 and 39 weeks ended January 25, 2025 compared with the 13 and 39 weeks ended January 27, 2024
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25,
    2025
    January 27,
    2024
    January 25,
    2025
    January 27,
    2024
    Sales:
    Product sales and other$423,163 $415,375 $1,233,763 $1,237,723 
    Rental income43,162 41,298 98,115 93,490 
    Total sales466,325 456,673 1,331,878 1,331,213 
    Cost of sales (exclusive of depreciation and amortization expense):
    Product and other cost of sales344,616 332,728 996,133 991,695 
    Rental cost of sales25,330 23,909 54,517 52,606 
    Total cost of sales369,946 356,637 1,050,650 1,044,301 
    Gross profit96,379 100,036 281,228 286,912 
    Selling and administrative expenses71,561 79,756 211,524 243,193 
    Depreciation and amortization expense7,814 10,148 29,401 30,576 
    Impairment loss (non-cash)1,713 5,798 1,713 5,798 
    Loss on extinguishment of debt— — 55,233 — 
    Restructuring and other charges(7,568)3,413 (4,100)12,320 
    Operating income (loss) from continuing operations$22,859 $921 $(12,543)$(4,975)

     Percentage of Total Sales:13 weeks ended39 weeks ended
    January 25,
    2025
    January 27,
    2024
    January 25,
    2025
    January 27,
    2024
    Sales:
    Product sales and other90.7 %91.0 %92.6 %93.0 %
    Rental income9.3 9.0 7.4 7.0 
    Total sales100.0 100.0 100.0 100.0 
    Cost of sales (exclusive of depreciation and amortization expense):
    Product and other cost of sales (a)
    81.4 80.1 80.7 80.1 
    Rental cost of sales (a)
    58.7 57.9 55.6 56.3 
    Total cost of sales79.3 78.1 78.9 78.4 
    Gross margin20.7 21.9 21.1 21.6 
    Selling and administrative expenses15.3 17.5 15.9 18.3 
    Depreciation and amortization expense1.7 2.2 2.2 2.3 
    Impairment loss (non-cash)0.4 1.3 0.1 0.4 
    Loss on extinguishment of debt— — 4.1 — 
    Restructuring and other charges(1.6)0.7 (0.3)0.9 
    Operating income (loss) from continuing operations4.9 %0.2 %(0.9)%(0.3)%
     
    (a)Represents the percentage these costs bear to the related sales, instead of total sales.
    Third quarter fiscal year 2025 total revenue increased by 2.1%, or $9.7 million, from last year to $466.3 million, primarily driven by growth in our BNC First Day® programs and a net decrease in physical and virtual locations, some of which were closures of underperforming stores, which has helped to improve profitability. Gross Comparable Store Sales increased by $30.1 million, or 6.6%, during the quarter, driven by revenues from BNC First Day programs which increased by $38.2 million, or 20.8%, helping to offset much of the decline from closed stores in total revenue. Income from Continuing Operations increased by $27.5 million, or 283.3% to $17.8 million, compared to $(9.7) million in the prior year. Adjusted EBITDA from Continuing Operations improved by $6.3 million, or 29.8%, to $27.4 million from $21.1 million last year, primarily due to lower selling and administrative expenses of $8.2 million as the result of cost-saving and productivity initiatives, closed stores, and growth in our BNC First Day® programs.

    34

    Table of Contents
    Fiscal year 2025 year to date revenue increased by $0.7 million, or 0.1% to $1,331.9 million, primarily driven by growth in our BNC First Day® programs and a net decrease in physical and virtual locations, some of which were closures of underperforming stores, which has helped to improve profitability. Gross Comparable Store Sales increased by $64.4 million, or 4.8%, during the year, driven by revenues from BNC First Day programs which increased by $93.9 million, or 21.1%, helping to offset much of the decline from closed stores in total revenue. Loss from Continuing Operations was $(30.7) million, inclusive of a loss on extinguishment of debt of $(55.2) million, compared to $(34.5) million in the prior year period. Adjusted EBITDA from Continuing Operations improved by $26.4 million to $72.7 million from $46.3 million last year primarily due to lower selling and administrative expenses of $31.7 million primarily related to cost saving and productivity initiatives, closed stores, and growth in our BNC First Day® programs.
    Sales
    The following table summarizes our sales for the 13 and 39 weeks ended January 25, 2025 and January 27, 2024:
     13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024Var $Var %January 25, 2025January 27, 2024Var $Var %
    Product sales and other$423,163 $415,375 $7,788 1.9%$1,233,763 $1,237,723 $(3,960)(0.3)%
    Rental income43,162 41,298 $1,864 4.5%98,115 93,490 $4,625 4.9%
    Total Sales$466,325 $456,673 $9,652 2.1%$1,331,878 $1,331,213 $665 —%
    The sales increase during the 13 and 39 weeks ended January 25, 2025 is primarily related to higher comparable store sales and new store sales primarily due to our BNC First Day® programs, offset by lower sales resulting from closed stores. The components of the sales variances for the 13 and 39 week periods are reflected in the table below.
    Sales variances 13 weeks ended39 weeks ended
    Dollars in millionsJanuary 25, 2025January 25, 2025
    New stores$11.3 $27.1 
    Closed stores(27.5)(84.0)
    Comparable stores (a)
    27.2 64.1 
    Textbook rental deferral0.5 1.0 
    Other (b)
    (1.8)(7.5)
    Total sales variance:$9.7 $0.7 
    (a) Logo general merchandise sales are recognized on a net basis as commission revenue in the condensed consolidated financial statements. For Gross Comparable Store Sales details, see below.
    (b) Other revenue includes brand partnership marketing, fulfillment operations, liquidation sales, shipping and handling, marketplace sales, certain accounting adjusting items related to return reserves, and other deferred items.

    The following is a store count summary for physical stores and virtual stores.
     13 weeks ended39 weeks ended
    January 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Number of Stores:PhysicalVirtualTotalPhysicalVirtualTotalPhysicalVirtualTotalPhysicalVirtualTotal
    Beginning of period653 509 1,162 717 554 1,271 707 538 1,245 774 592 1,366 
    Opened5 8 13 6 4 10 25 24 49 19 22 41 
    Closed9 2 11 6 3 9 83 47 130 76 59 135 
    End of period649 515 1,164 717 555 1,272 649 515 1,164 717 555 1,272 
    During the 39 weeks ended January 25, 2025, we opened 49 stores and closed 130 stores, with estimated net annual sales of $159 million. The Company’s strategic initiative is to close under-performing and less profitable stores.
    35

    Table of Contents
    Generally, sales are impacted by revenue from net new/closed stores, conversion to BNC First Day® programs, increased campus traffic, and an increase in the number and timing of on campus activities and events, such as graduations, athletic events, alumni events, merchandising and marketing programs, and prospective student campus tours.
    Our total sales increased by $9.7 million, or 2.1%, to $466.3 million during the 13 weeks ended January 25, 2025 from $456.7 million during the 13 weeks ended January 27, 2024.  
    •Product sales and other increased by $7.8 million, or 1.9%, to $423.2 million during the 13 weeks ended January 25, 2025 from $415.4 million during the 13 weeks ended January 27, 2024.
    ◦Course material product sales increased by $10.5 million, or 3.3%, to $328.1 million during the 13 weeks ended January 25, 2025, compared to $317.6 million in the prior year period. The increase was primarily related to higher comparable store sales and new store sales primarily due to our BNC First Day® programs, which increased by $38.2 million, or 20.8%, to $222.2 million, offset by lower sales resulting from closed stores.
    Dollars in millions13 weeks ended
    January 25, 2025January 27, 2024Var $Var %
    First Day Complete Sales
    $141.8 $109.5 $32.3 29.5%
    First Day Sales
    $80.4 $74.5 $5.9 7.9%
    Total BNC First Day® Sales
    $222.2 $184.0 $38.2 20.8%
    ◦Gross Comparable Store Sales for course materials increased by $23.3 million, or 6.8%, compared to the prior year period as discussed below.
    ◦General merchandise product net sales decreased by $0.9 million, or 1.2%, to $71.6 million, compared to $72.5 million in the prior year period, primarily due to lower emblematic product sales. Gross Comparable Store Sales for general merchandise increased by $6.8 million, or 6.1%, compared to the prior year period as discussed below.
    ◦Service and other revenue decreased by $1.9 million, or 7.3%, to $23.5 million, compared to $25.3 million in the prior year period, primarily due to lower liquidation sales, lower web deferrals revenue, lower shipping and handling and lower partnership marketing income, offset by higher rental penalty fees and higher marketplace sales.
    •Rental income for course materials increased by $1.9 million, or 4.5%, to $43.2 million during the 13 weeks ended January 25, 2025 from $41.3 million during the 13 weeks ended January 27, 2024 primarily due to the growth of our BNC First Day® programs, offset by lower rentals due to closed stores and the shift to digital products.
    Our total sales increased by $0.7 million, or 0.1%, to $1,331.9 million during the 39 weeks ended January 25, 2025 from $1,331.2 million during the 39 weeks ended January 27, 2024.  
    •Product sales and other decreased by $4.0 million, or 0.3%, to $1,233.8 million during the 39 weeks ended January 25, 2025 from $1,237.7 million during the39 weeks ended January 27, 2024.
    ◦Course material product sales increased by $13.2 million, or 1.4%, to $975.5 million during the 39 weeks ended January 25, 2025, compared to $962.3 million in the prior year period. The increase was primarily related to higher comparable store sales and new store sales primarily due to our BNC First Day® programs, which increased by $93.9 million, or 21.1%, to $539.0 million, offset by lower sales resulting from closed stores.
    36

    Table of Contents
    Dollars in millions39 weeks ended
    January 25, 2025January 27, 2024Var $Var %
    First Day Complete Sales
    $342.7 $271.5 $71.2 26.2%
    First Day Sales
    $196.3 $173.6 $22.7 13.1%
    Total BNC First Day® Sales
    $539.0 $445.1 $93.9 21.1%
    First Day Complete
    Spring 2025
    Spring 2024
    Var #Var %
    Number of campus stores 19116031 19.4%
    Estimated enrollment (a)
    957,000 805,000 152,000 18.9%
    (a) Total undergraduate and post graduate student enrollment as reported by National Center for Education Statistics (NCES) as of January 5, 2025.
    ◦Gross Comparable Store Sales for course materials increased by $67.6 million, or 7.3%, compared to the prior year period as discussed below.
    ◦General merchandise product net sales decreased by $9.6 million, or 5.0%, to $184.0 million, compared to $193.6 million in the prior year period, primarily due to closed stores, lower graduation product sales due to timing of spring graduation events shifting to the fourth quarter of fiscal year 2024 from the first quarter of fiscal year 2025, and lower emblematic product sales. Gross Comparable Store Sales for general merchandise decreased by $3.2 million, or (0.8)%, compared to the prior year period as discussed below.
    ◦Service and other revenue decreased by $7.5 million, or 9.2%, to $74.3 million, compared to $81.8 million in the prior year period, primarily due to lower liquidation sales, lower shipping and handling and lower partnership marketing income, offset by higher rental penalty fees and higher marketplace sales.
    •Rental income for course materials increased by $4.6 million, or 4.9%, to $98.1 million during the 13 weeks ended January 25, 2025 from $93.5 million during the 13 weeks ended January 27, 2024 primarily due to the growth of our BNC First Day® programs, offset by lower rentals due to closed stores and the shift to digital products.
    Gross Comparable Store Sales
    To supplement the Total Sales table presented above, the Company uses Gross Comparable Store Sales as a key performance indicator. 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 Gross Comparable Store Sales, sales for logo general merchandise fulfilled by Lids, Fanatics and digital agency sales are included on a gross basis in Gross Comparable Store Sales compared to a net basis as commission revenue in our condensed consolidated financial statements.
    We believe the current Gross Comparable Store Sales calculation method reflects management’s view that such comparable store sales are an important measure of the growth in sales when evaluating how established stores have performed over time. We present this metric as additional useful information about the Company’s operational and financial performance and to allow greater transparency with respect to important metrics used by management for operating and financial decision-making. Gross Comparable Store Sales are also referred to as “same-store” sales by others within the retail industry and the method of calculating comparable store sales varies across the retail industry. As a result, our calculation of comparable store sales is not necessarily comparable to similarly titled measures reported by other companies and is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP.
    The increase in course material sales was primarily due to the growth of BNC First Day® affordable access course material programs (as discussed above), offset by declines in a la carte courseware sales. The decrease in general merchandise sales are primarily related to lower logo product sales, graduation product sales due to timing of spring graduation events shifting to the fourth quarter of fiscal year 2024 from the first quarter of fiscal year 2025, lower sales related to cafe and convenience products, and trade books sales.
    37

    Table of Contents
    Gross Comparable Store Sales variances by category for the 13 and 39 week periods are as follows:
    13 weeks ended39 weeks ended
    Dollars in millions January 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Textbooks (Course Materials)$23.3 6.8 %$43.8 14.1 %$67.6 7.3 %$78.3 8.8 %
    General Merchandise6.8 6.1 %(5.7)(4.6)%(3.2)(0.8)%(2.0)(0.4)%
    Total Gross Comparable Store Sales $30.1 6.6 %$38.1 8.8 %$64.4 4.8 %$76.3 5.7 %
    Cost of Sales and Gross Margin
    Our cost of sales increased as a percentage of sales to 79.3% during the 13 weeks ended January 25, 2025 compared to 78.1% during the 13 weeks ended January 27, 2024. Our gross margin decreased by $3.7 million, or 3.7%, to $96.4 million, or 20.7% of sales, during the 13 weeks ended January 25, 2025 from $100.0 million, or 21.9% of sales during the 13 weeks ended January 27, 2024.
    Our cost of sales increased as a percentage of sales to 78.9% during the 39 weeks ended January 25, 2025 compared to 78.4% during the 39 weeks ended January 27, 2024. Our gross margin decreased by $5.7 million, or 2.0%, to $281.2 million, or 21.1% of sales, during the 39 weeks ended January 25, 2025 from $286.9 million, or 21.6% of sales during the 39 weeks ended January 27, 2024.
    The following table summarizes the cost of sales for the 13 and 39 weeks ended January 25, 2025 and January 27, 2024: 
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025% of
    Related Sales
    January 27, 2024% of
    Related Sales
    January 25, 2025% of
    Related Sales
    January 27, 2024% of
    Related Sales
    Product and other cost of sales$344,616 81.4%$332,728 80.1%$996,133 80.7%$991,695 80.1%
    Rental cost of sales25,330 58.7%23,909 57.9%54,517 55.6%52,606 56.3%
    Total Cost of Sales$369,946 79.3%$356,637 78.1%$1,050,650 78.9%$1,044,301 78.4%
    The following table summarizes the gross margin for the 13 and 39 weeks ended January 25, 2025 and January 27, 2024:
     13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025% of
    Related Sales
    January 27, 2024% of
    Related Sales
    January 25, 2025% of
    Related Sales
    January 27, 2024% of
    Related Sales
    Product and other gross margin$78,547 18.6%$82,647 19.9%$237,630 19.3%$246,028 19.9%
    Rental gross margin17,832 41.3%17,389 42.1%43,598 44.4%40,884 43.7%
    Gross Margin$96,379 20.7%$100,036 21.9%$281,228 21.1%$286,912 21.6%
    For the 13 weeks ended January 25, 2025, the gross margin as a percentage of sales decreased as discussed below:
    •For the 13 weeks ended January 25, 2025, Product and other gross margin decreased (130 basis points), primarily due to lower margin rates (160 basis points) for course materials due to higher markdowns related to closed stores and higher inventory reserves, offset by lower contract costs as a percentage of sales (30 basis points) related to our college and university contracts as a result of the shift to digital and First Day models and lower performing school contracts not renewed.
    •For the 13 weeks ended January 25, 2025, the Rental gross margin as a percentage of sales decreased driven primarily by lower rental margin rates, offset by lower contract costs as a percentage of sales related to our college and university contracts.
    For the 39 weeks ended January 25, 2025, the gross margin as a percentage of sales decreased as discussed below:
    •For the 39 weeks ended January 25, 2025, Product and other gross margin decreased (60 basis points), primarily due to lower margin rates (100 basis points) for course materials due to lower markdowns, offset by lower contract costs as a percentage of sales (40 basis points) related to our college and university contracts as a result of the shift to digital and First Day models and lower performing school contracts not renewed.
    •For the 39 weeks ended January 25, 2025, the Rental gross margin as a percentage of sales increased driven primarily by higher rental margin rates, and lower contract costs as a percentage of sales related to our college and university contracts.
    38

    Table of Contents
    Selling and Administrative Expenses
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025% of
    Sales
    January 27, 2024% of
    Sales
    January 25, 2025% of
    Sales
    January 27, 2024% of
    Sales
    Total Selling and Administrative Expenses$71,561 15.3%$79,756 17.5%$211,524 15.9%$243,193 18.3%
    During the 13 weeks ended January 25, 2025, selling and administrative expenses decreased by $8.2 million, or 10.3%, to $71.6 million from $79.8 million during the 13 weeks ended January 27, 2024. This decrease was primarily due to a $9.9 million decrease in payroll and related operating costs, and cost savings initiatives, partially offset by a $1.7 million increase in incentive plan expense.
    During the 39 weeks ended January 25, 2025, selling and administrative expenses decreased by $31.7 million, or 13.0%, to $211.5 million from $243.2 million during the 39 weeks ended January 27, 2024. This decrease was primarily due to a $32.2 million decrease in payroll and related operating costs, and cost savings initiatives, partially offset by a $0.5 million increase in incentive plan expense.
    Depreciation and Amortization Expense
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025% of
    Sales
    January 27, 2024% of
    Sales
    January 25, 2025% of
    Sales
    January 27, 2024% of
    Sales
    Total Depreciation and Amortization Expense$7,814 1.7%$10,148 2.2%$29,401 2.2%$30,576 2.3%
    Depreciation and amortization expense decreased by $2.3 million, to $7.8 million during the 13 weeks ended January 25, 2025 from $10.1 million during the 13 weeks ended January 27, 2024. The decrease was primarily attributable to lower depreciable assets and intangibles due to the store impairment loss recognized in Fiscal 2024, offset by capital additions and accelerated intangible amortization related to closed stores.
    Depreciation and amortization expense decreased by $1.2 million, to $29.4 million during the 39 weeks ended January 25, 2025 from $30.6 million during the 39 weeks ended January 27, 2024. The decrease was primarily attributable to lower depreciable assets and intangibles due to the store impairment loss recognized in Fiscal 2024, offset by capital additions and accelerated intangible amortization related to closed stores.
    Impairment Loss (non-cash)
    We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets.
    During the 13 and 39 weeks ended January 25, 2025, we evaluated certain of our store-level long-lived assets for impairment. Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $1.7 million (both pre-tax and after-tax), comprised of 0.3 million, $0.3 million, and $1.1 million of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the condensed consolidated statement of operations.
    During the 13 and 39 weeks ended January 27, 2024, we evaluated certain of our store-level long-lived assets for impairment. Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $5.8 million (both pre-tax and after-tax), comprised of $0.4 million, $2.7 million, and $2.7 million of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the condensed consolidated statement of operations.
    For additional information, see Item 1. Financial Statements - Note 2. Summary of Significant Accounting Policies and Note 6. Fair Value Measurements.
    Loss on extinguishment of debt
    On June 10, 2024, our existing Term Loan lenders converted approximately $34.0 million of outstanding principal and accrued and unpaid interest into our Common Stock. We recognized a loss on extinguishment of debt of $55.2 million during the 39 weeks ended January 25, 2025 in the condensed consolidated statement of operations in connection with the Term Loan Debt Conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. There were no debt conversions in the comparable prior period. See Item 1. Financial Statements - Note 5. Equity and Earnings Per Share and Note 7. Debt.     
    39

    Table of Contents
    Restructuring and other charges
    During the 13 and 39 weeks ended January 25, 2025, we recognized restructuring and other charges totaling $(7.6) million and $(4.1) million, respectively, comprised primarily of $(7.6) million and $(9.0) million, respectively, related to the termination of liabilities related to a frozen retirement benefit plan (non-cash), $0.1 million and $0.4 million, respectively, related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives, $0 and $2.0 million, respectively, of severance primarily related to the resignation of our former Chief Executive Officer on June 11, 2024, and $0.1 million and $1.1 million, respectively, for legal and advisory professional service costs for restructuring and process improvements and other charges.
    During the 13 and 39 weeks ended January 27, 2024, we recognized restructuring and other charges totaling $3.4 million and $12.3 million, respectively, comprised primarily of $3.4 million and $11.2 million, respectively, for costs primarily associated with professional service costs for restructuring and process improvements, and $0 and $1.1 million, respectively, for severance and other employee termination and benefit costs associated with elimination of various positions as part of cost savings initiatives.
    Operating Income (Loss)
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025% of
    Sales
    January 27, 2024% of
    Sales
    January 25, 2025% of
    Sales
    January 27, 2024% of
    Sales
    Total Operating Income (Loss)$22,859 4.9%$921 0.2%$(12,543)(0.9)%$(4,975)(0.3)%
    Our operating income was $22.9 million during the 13 weeks ended January 25, 2025, compared to operating income of $0.9 million during the 13 weeks ended January 27, 2024. The increase in operating income is due to the matters discussed above. For the 13 weeks ended January 25, 2025, operating income, excluding the $1.7 million of impairment loss (non-cash) and the $(7.6) million of restructuring and other charges, discussed above, was $17.0 million (or 3.6% of sales). For the 13 weeks ended January 27, 2024, operating income, excluding the $5.8 million of impairment loss (non-cash) and the $3.4 million of restructuring and other charges, discussed above, was $10.1 million (or 2.2% of sales).
    Our operating loss was $(12.5) million during the 39 weeks ended January 25, 2025, compared to operating loss of $(5.0) million during the 39 weeks ended January 27, 2024. The increase in operating loss is due to the matters discussed above. For the 39 weeks ended January 25, 2025, excluding the $1.7 million of impairment loss (non-cash) and the $55.2 million of loss on extinguishment of debt and the $(4.1) million of restructuring and other charges, discussed above, operating income was $40.3 million (or 3.0% of sales). For the 39 weeks ended January 27, 2024, excluding the $5.8 million of impairment loss (non-cash) and the $12.3 million of restructuring and other charges, discussed above, operating income was $13.1 million (or 1.0% of sales).
    Interest Expense, Net
     13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Interest Expense, Net$5,083 $10,620 $18,164 $29,538 
    Net interest expense decreased by $5.5 million to $5.1 million during the 13 weeks ended January 25, 2025 from $10.6 million during the 13 weeks ended January 27, 2024. Net interest expense decreased by $11.4 million to $18.2 million during the 39 weeks ended January 25, 2025 from $29.5 million during the 39 weeks ended January 27, 2024. Interest expense decreased primarily due to the June 10, 2024 debt financing transaction, lower borrowing and lower interest rates.
    Income Tax Expense
     13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025Effective RateJanuary 27, 2024Effective RateJanuary 25, 2025Effective RateJanuary 27, 2024Effective Rate
    Income Tax Expense$10,664 60.0%$229 (2.4)%$11,925 (38.8)%$532 (1.5)%
    We recorded an income tax expense of $10.7 million on pre-tax income of $17.8 million during the 13 weeks ended January 25, 2025, which represented an effective income tax rate of 60.0% and we recorded an income tax expense of $0.2 million on a pre-tax loss of $(9.7) million during the 13 weeks ended January 27, 2024, which represented an effective income tax rate of (2.4)%. The effective tax rate for the 13 weeks ended January 25, 2025 is higher than the prior year comparable
    40

    Table of Contents
    period due to the IRC 382 limitation on attribute utilization, offset by the impact of accounting method changes filed for our full year 2024 tax return in the current period
    We recorded an income tax expense of $11.9 million on pre-tax loss of $(30.7) million during the 39 weeks ended January 25, 2025, which represented an effective income tax rate of (38.8)% and we recorded an income tax expense of $0.5 million on a pre-tax loss of $(34.5) million during the 39 weeks ended January 27, 2024, which represented an effective income tax rate of (1.5)%. The effective tax rate for the 13 weeks is higher and for the 39 weeks ended January 25, 2025 is lower than the prior year comparable period due to the IRC 382 limitation on attribute utilization offset by the impact of accounting method changes filed on our full year 2024 tax return and permanent differences related to the loss on the debt-to-equity conversion in the current period.
    Net Income (Loss) from Continuing Operations
     13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Net Income (Loss) from Continuing Operations
    $7,112 $(9,928)$(42,632)$(35,045)
    As a result of the factors discussed above, net income from continuing operations was $7.1 million during the 13 weeks ended January 25, 2025, compared with net loss of $(9.9) million during the 13 weeks ended January 27, 2024. As a result of the factors discussed above, net loss from continuing operations was $(42.6) million during the 39 weeks ended January 25, 2025, compared with $(35.0) million during the 39 weeks ended January 27, 2024.
    Adjusted Earnings (non-GAAP) is $3.8 million during the 13 weeks ended January 25, 2025, compared with $0.1 million during the 13 weeks ended January 27, 2024. Adjusted Earnings (non-GAAP) is $13.2 million during the 39 weeks ended January 25, 2025, compared with $(14.4) million during the 39 weeks ended January 27, 2024.See Adjusted Earnings (non-GAAP) discussion below.
    Use of Non-GAAP Measures - Adjusted Earnings, Adjusted EBITDA, 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, 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 (loss) from continuing operations adjusted for certain reconciling items that are subtracted from or added to net income (loss) from continuing operations. We define Adjusted EBITDA as net income (loss) from continuing operations plus (1) depreciation and amortization; (2) interest expense, net and (3) income taxes, (4) as adjusted for additional items that are subtracted from or added to net income (loss) from continuing operations. We define Free Cash Flow as cash flows from operating activities less (1) capital expenditures; (2) cash interest and (3) cash taxes.
    These non-GAAP measures have been reconciled to the most comparable financial measures presented in accordance with GAAP as follows: the reconciliation of Adjusted Earnings to net income (loss); the reconciliation of consolidated Adjusted EBITDA to consolidated net income (loss); and the reconciliation of Free Cash Flow to Cash Flows from Operating Activities. All of the items included in the reconciliations 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, the Company's 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 to 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 at a consolidated 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. We believe that the inclusion of Adjusted Earnings and Adjusted EBITDA 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.
    41

    Table of Contents
    For a discussion regarding the Seasonality of our business, see Management Discussion and Analysis - Seasonality discussion above.
    Consolidated Adjusted Earnings (non-GAAP) - Continuing Operations
     13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Net income (loss) from continuing operations
    $7,112 $(9,928)$(42,632)$(35,045)
    Reconciling items (below)
    (3,294)10,023 55,799 20,686 
    Adjusted Earnings (non-GAAP) $3,818 $95 $13,167 $(14,359)
    Reconciling items
    Impairment loss (non-cash) (a)
    $1,713 $5,798 $1,713 $5,798 
    Loss on extinguishment of debt (a)
    $— $— $55,233 $— 
    Restructuring and other charges (a)
    (7,568)3,413 (4,100)12,320 
    Stock-based compensation expense (non-cash)2,561 812 2,953 2,568 
    Reconciling items (b)
    $(3,294)$10,023 $55,799 $20,686 
    Consolidated Adjusted EBITDA (non-GAAP) - Continuing Operations
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Net income (loss) from continuing operations
    $7,112 $(9,928)$(42,632)$(35,045)
    Add:
    Depreciation and amortization expense7,814 10,148 29,401 30,576 
    Interest expense, net 5,083 10,620 18,164 29,538 
    Income tax expense10,664 229 11,925 532 
    Impairment loss (non-cash) (a)
    1,713 5,798 1,713 5,798 
    Loss on extinguishment of debt (a)
    — — 55,233 — 
    Restructuring and other charges (a)
    (7,568)3,413 (4,100)12,320 
    Stock-based compensation expense (non-cash)
    2,561 812 2,953 2,568 
    Adjusted EBITDA (Non-GAAP) - Continuing Operations$27,379 $21,092 $72,657 $46,287 
    (a)     See Management Discussion and Analysis and Results of Operations discussion above.
    (b)    There is no pro forma income effect of the non-GAAP items.
    Free Cash Flow (non-GAAP)
    13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Net cash flows used in operating activities from continuing operations (a)
    $(41,945)$(36,061)$(138,527)$(83,221)
    Less:
    Capital expenditures (b)
    2,772 3,263 9,300 11,459 
    Cash interest4,633 5,668 14,499 19,640 
    Cash taxes67 (118)(2,018)270 
    Free Cash Flow (non-GAAP)$(49,417)$(44,874)$(160,308)$(114,590)
    (a)     See Liquidity and Capital Resources - Sources and Uses of Cash Flow discussion below.
    42

    Table of Contents
    Given the growth of our BNC First Day programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor. As a higher percentage of our sales shift to BNC First Day® affordable access course material offerings, we are focused on efforts to better align the timing of our cash outflows to course material vendors and cash inflows from collections from schools.
    (b)    Purchases of property and equipment are also referred to as capital expenditures. Our investing activities consist principally of capital expenditures for contractual capital investments associated with renewing existing contracts, new store construction, and enhancements to internal systems and our website. The following table provides the components of total purchases of property and equipment:
    Capital Expenditures13 weeks ended39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024January 25, 2025January 27, 2024
    Physical store capital expenditures$1,219 $1,158 $4,569 $5,106 
    Product and system development1,378 1,588 4,086 5,048 
    Other175 517 645 1,305 
    Total Capital Expenditures$2,772 $3,263 $9,300 $11,459 
    Liquidity and Capital Resources
    Our primary sources of cash are net cash flows from operating activities, funds available under our A&R Credit Agreement, and short-term vendor financing. Our liquidity is highly dependent on the seasonal nature of our business, particularly with respect to course material sales, as sales are generally highest in the second and third fiscal quarters, when college students generally purchase textbooks for the upcoming Fall and Spring semesters, respectively. As of January 25, 2025, we had $16.7 million of cash on hand, including $5.2 million of restricted cash primarily related to segregated funds for commission due to Lids for logo merchandise sales as per the F/L Relationship-related agreements.
    On June 10, 2024, we completed various transactions, including a private equity investment, an equity rights offering, a term loan debt conversion, and a credit facility refinancing, to substantially deleverage our consolidated balance sheet. Additionally, as of January 25, 2025, we have completed two ATM programs pursuant to the September ATM Sales Agreement and December ATM Sales Agreement, respectively, under which we issued and sold shares of the Company's Common Stock with an aggregate price of $40.0 million under each respective ATM program. These transactions also raised additional capital for repayment of indebtedness and provide additional flexibility for future working capital needs, which will also allow us to strategically invest in innovation and growth initiatives, including but not limited to the growth of our First Day Complete program. For additional information, see Financing Arrangements below.
    We believe that our future cash from operations, access to borrowings under the Credit Facility, and short-term vendor financing will provide adequate resources to fund our operating and financing needs for the next twelve months and beyond. To the extent that available funds are insufficient to fund our future activities, we may need to raise additional funds through public or private financing of debt or equity. Our access to, and the availability of, financing in the future will be impacted by many factors, including the liquidity of the overall capital markets and the current state of the economy. There can be no assurances that we will have access to capital markets on acceptable terms.
    43

    Table of Contents
    Liquidity
    Sources and Uses of Cash Flow - Continuing Operations
     39 weeks ended
    Dollars in thousandsJanuary 25, 2025January 27, 2024
    Net cash flows used in operating activities from continuing operations$(138,527)$(83,221)
    Net cash flows used in investing activities from continuing operations(8,508)(11,381)
    Net cash flows provided by financing activities from continuing operations135,192 59,893 
    Net change in cash, cash equivalents, and restricted cash from continuing operations$(11,843)$(34,709)
    As of January 25, 2025 and January 27, 2024, we had restricted cash of $7.5 million and $6.9 million, respectively, comprised of $5.2 million and $6.0 million, respectively, in prepaid and other current assets in the condensed consolidated balance sheets related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement and $2.3 million and $0.9 million, respectively, in other noncurrent assets in the condensed consolidated balance sheets related to amounts held in trust for future distributions related to employee benefit plans.
    Cash Flow from Operating Activities from Continuing Operations
    Our business is highly seasonal. Cash flows from operating activities are typically a source of cash in the second and third fiscal quarters, when students generally purchase and rent textbooks and other course materials for the upcoming semesters based on the typical academic semester. Given the growth of our BNC First Day programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor. As a higher percentage of our sales shift to BNC First Day® affordable access course material offerings, we are focused on efforts to better align the timing of our cash outflows to course material vendors with cash inflows collected from schools. Cash flows from operating activities are typically a use of cash in the fourth fiscal quarter, when sales volumes are materially lower than the other quarters. Our quarterly cash flows 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.
    Cash flows used in operating activities from continuing operations during the 39 weeks ended January 25, 2025 were $(138.5) million compared to $(83.2) million during the 39 weeks ended January 27, 2024. The increase in cash flows used in operating activities from continuing operations of $55.3 million was primarily due to higher receivables due to the growth of our BNC First Day programs, and the timing of payables to vendors for inventory purchases and expenses.
    Cash Flow from Investing Activities from Continuing Operations
    Cash flows used in investing activities from continuing operations during the 39 weeks ended January 25, 2025 were $(8.5) million compared to $(11.4) million during the 39 weeks ended January 27, 2024. The decrease in cash used in investing activities is primarily due to lower capital expenditures and contractual capital investments, enhancements to internal systems and websites, and new store construction. Capital expenditures totaled $9.3 million and $11.5 million during the 39 weeks ended January 25, 2025 and January 27, 2024, respectively.
    Cash Flow from Financing Activities from Continuing Operations
    Cash flows provided by financing activities from continuing operations during the 39 weeks ended January 25, 2025 were $135.2 million compared to $59.9 million during the 39 weeks ended January 27, 2024. The net change of $75.3 million is primarily due the gross proceeds of $95.0 million of new equity capital through a $50.0 million new equity investment led by Immersion Corporation, and a $45.0 million fully backstopped equity rights offering, and proceeds of $78.5 million from the sale of Common Stock, offset by payments for equity issuance costs of $9.7 million and lower net borrowings of $93.7 million.
    44

    Table of Contents
    Capital Resources
    Financing Arrangements
    On June 10, 2024, we completed various transactions, including a private equity investment, an equity rights offering, term loan debt conversion, and a credit facility refinancing, to substantially deleverage our consolidated balance sheet. These transactions raised additional capital for repayment of indebtedness and provide additional flexibility for future working capital needs, which will also allow us to strategically invest in innovation and growth initiatives, including but not limited to the growth of our First Day Complete program. Upon closing of the transactions on June 10, 2024:         
    •We received gross proceeds of $95.0 million of new equity capital through a $50.0 million new equity investment (the “Private Investment”) led by Immersion and the $45.0 million Rights Offering. The transactions infused approximately $85.5 million of net cash proceeds after transaction costs. The transaction resulted in Immersion obtaining a controlling interest in the Company. See Note 5. Equity and Earnings Per Share.          
    •Our existing Term Loan lenders, TopLids and VitalSource, converted approximately $34.0 million of outstanding principal and accrued and unpaid interest into our Common Stock. We recognized a loss on extinguishment of debt of $55.2 million in the condensed consolidated statement of operations in connection with the Term Loan Debt Conversion which represents the difference between the debt fair value and net carrying value, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. See Note 5. Equity and Earnings Per Share and Note 7. Debt.     
    •We refinanced our Credit Facility providing access to a $325.0 million facility maturing in 2028. The refinanced Credit Facility will meaningfully enhance our financial flexibility and reduce our annual interest expense. See Note 7. Debt for terms.
    On September 19, 2024, we entered into an at-the market ("ATM") sales agreement (the "September ATM Sales Agreement") with BTIG, LLC ("BTIG") under which we sold our Common Stock from time to time through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million of our Common Stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We paid BTIG a commission of 2% of the gross sales proceeds of any Common Stock sold under the September ATM Sales Agreement. We were not obligated to make any sales of Common Stock under the September ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the September ATM Sales Agreement, at a weighted-average price of $10.06 per share and received $39.2 million in proceeds, net of commissions.
    On December 20, 2024, we entered into an additional ATM sales agreement with BTIG (the "December ATM Sales Agreement"), under which we sold our Common Stock through BTIG as the sales agent. BTIG sold an aggregate offering of up to $40.0 million of our Common Stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We paid BTIG a commission of 2% of the gross sales proceeds of any Common Stock sold under the Sales Agreement. We were not obligated to make any sales of Common Stock under the December ATM Sales Agreement. During the 39 weeks ended January 25, 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the December ATM Sales Agreement, at a weighted-average price of $10.42 per share and received $39.2 million in proceeds, net of commissions.
    On January 10, 2025, we filed a mixed-use shelf offering (the "Shelf Offering") for an aggregate initial offering price of up to $100.0 million. This Shelf Offering will provide flexibility as we seek to optimize its capital structure optionally over time.
    Share Repurchases
    During the 39 weeks ended January 25, 2025, we did not repurchase any of our Common Stock under the stock repurchase program. As of January 25, 2025, approximately $26.7 million remains available under the stock repurchase program.
    During the 13 and 39 weeks ended January 25, 2025, we repurchased 0 and 429 of our Common Stock, respectively, outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards.
    Income Tax Implications on Liquidity
    As of January 25, 2025, we recognized a current income tax receivable for net operating loss carrybacks in prepaid and other current assets on the condensed consolidated balance sheet. We received refunds of $15.8 million and $8.5 million in Fiscal 2023, and Fiscal 2024, respectively. We received a final $2.7 million refund (including $0.3 million in interest) on August 12, 2024.
    Critical Accounting Estimates
    Our policies regarding the use of estimates and other critical accounting policies are consistent with the disclosures in Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting
    45

    Table of Contents
    Policies and Estimates in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (as updated through our Current Report on Form 8-K filed with the SEC on December 11, 2024).
    Item 4:    Controls and Procedures
    Evaluation of Disclosure Controls and Procedures
    An evaluation (as required under Rules 13a-15(b) and 15d-15(b) under the Exchange Act) was performed under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of January 25, 2025.
    Management has not identified any changes in the Company’s internal control over financial reporting that occurred during the third quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
    46

    Table of Contents
    PART II - OTHER INFORMATION
     
    Item 1.    Legal Proceedings
    We are involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters. We record a liability when we believe that it is both probable that a loss has been incurred and the amount of loss can be reasonably estimated. Based on our current knowledge, we do not believe that there is a reasonable possibility that the final outcome of any pending or threatened legal proceedings to which we or any of our subsidiaries are a party, either individually or in the aggregate, will have a material adverse effect on our future financial results. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. As such, there can be no assurance that the final outcome of these matters will not materially and adversely affect our business, financial condition, results of operations or cash flows.
    Item 1A. Risk Factors
    Except as set forth below, there have been no material changes, during the 39 weeks ended January 25, 2025 to the risk factors discussed in Part I - Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (as updated through our Current Report on Form 8-K filed with the SEC on December 11, 2024).
    Recently announced changes to U.S. trade policy, including recently announced tariffs, could adversely affect our business.
    Recently, the United States announced tariffs on products manufactured in several jurisdictions, including Canada, China, and Mexico, and has made announcements regarding the potential imposition of tariffs on products from other jurisdictions, such as the European Union. The President of the United States has also directed various federal officials to evaluate other aspects of United States trade policy. While the United States has temporarily paused the imposition of tariffs on Canadian and Mexican products, the pause may be lifted in whole or in part. The United States may take other action to impose, reimpose or increase tariffs, and countries subject to such tariffs may impose reciprocal tariffs or other restrictive trade measures in response to the imposition of tariffs by the United States.
    Certain of our merchandise is sourced indirectly from outside the United States. Political or financial instability, merchandise quality issues, product safety concerns, trade restrictions, work stoppages, tariffs, foreign currency exchange rates, transportation capacity and costs, inflation, civil unrest, natural disasters, public health crises, epidemics, and pandemics, and other factors relating to foreign trade are beyond our control and could disrupt our supply of foreign-sourced merchandise.
    We are monitoring and evaluating any potential impacts that increased tariffs and other trade restrictions may have on our business, and considering ways in which we may offset these impacts. There is no assurance, however, that we will be successful in mitigating the effects on us of increased trade regulation in the current environment.


    47

    Table of Contents
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    Issuer Purchases of Equity Securities
    The following table provides information as of January 25, 2025 with respect to shares of Common Stock we purchased during the second quarter of Fiscal 2025 under the stock repurchase program:
    PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (a)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
    July 28, 2024 - August 24, 2024— $— — $26,669,324 
    August 25, 2024 - September 28, 2024— $— — $26,669,324 
    September 29, 2024 - October 26, 2024— $— — $26,669,324 
    October 27, 2024 - January 25, 2025
    — $— — $26,669,324 
    — $— — 
    (a)     This amount represents the average price paid per share of Common Stock. This price includes a per share commission paid for all repurchases.
    During the 13 and 39 ended January 25, 2025, we repurchased 0 and 429 shares of our Common Stock, respectively, ($0 and $8.65 average price paid per share of Common Stock, respectively) outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards.
    Item 5. Other Information
    Securities Trading Plans of Directors and Executive Officers
    During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


    48

    Table of Contents
    Item 6.    Exhibits
    3.1
    Amended and Restated Certificate of Incorporation of Barnes & Noble Education, Inc., filed as Exhibit 3.1 to Report on Form 8-K filed with the SEC on September 20, 2024, and incorporated herein by reference.
    3.2
    Second Amended and Restated By-Laws, as Amended, Effective as of October 5, 2023, of Barnes & Noble Education, Inc., filed as Exhibit 3.1 to Report on Form 8-K filed with the SEC on October 12, 2023, and incorporated herein by reference.
    10.1
    At-the-Market Sales Agreement, dated December 20, 2024, between Barnes & Noble Education, Inc. and BTIG, LLC., filed as Exhibit 1.1 to Report on Form 8-K filed with the SEC on December 20, 2024, and incorporated herein by reference.
    31.1 *
    Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    31.2 *
    Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    32.1 **
    Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    32.2 **
    Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
    101.SCHXBRL Taxonomy Extension Schema Document
    101.CALXBRL Taxonomy Extension Calculation Linkbase Document
    101.DEFXBRL Taxonomy Extension Definition Linkbase Document
    101.LABXBRL Taxonomy Extension Label Linkbase Document
    101.PREXBRL Taxonomy Extension Presentation Linkbase Document
    104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
    * Filed herewith.
    ** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent specifically stated in such filing.

    49

    Table of Contents
    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
    BARNES & NOBLE EDUCATION, INC.
    (Registrant)
    By: 
    /s/ Jonathan Shar
     
    Jonathan Shar
     
    Chief Executive Officer
     (principal financial officer)
    By: 
    /s/ Jason Snagusky
     
    Jason Snagusky
     Chief Financial Officer
     (principal financial officer)


    March 10, 2025

    50
    Get the next $BNED alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $BNED

    DatePrice TargetRatingAnalyst
    3/9/2022$11.00 → $6.00Buy
    Needham
    10/27/2021$11.00 → $12.00Buy
    Needham
    More analyst ratings

    $BNED
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13G/A filed by Barnes & Noble Education Inc

      SC 13G/A - Barnes & Noble Education, Inc. (0001634117) (Subject)

      11/14/24 6:34:18 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • SEC Form SC 13G filed by Barnes & Noble Education Inc

      SC 13G - Barnes & Noble Education, Inc. (0001634117) (Subject)

      9/26/24 5:00:48 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Amendment: SEC Form SC 13D/A filed by Barnes & Noble Education Inc

      SC 13D/A - Barnes & Noble Education, Inc. (0001634117) (Subject)

      7/22/24 4:05:45 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary

    $BNED
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Barnes & Noble Education Reports Third Quarter Fiscal Year 2025 Financial Results

      BNC First Day® Program Revenues Increased 21% YOY to $222 Million Total Revenue Growth of 2% and Gross Comparable Store Sales Growth of 7% Net Income Improves by $17 Million to $7 Million Adjusted EBITDA Improves by $6 Million to $27 Million BASKING RIDGE, N.J., March 10, 2025 (GLOBE NEWSWIRE) -- Barnes & Noble Education, Inc. (NYSE:BNED), ("Barnes & Noble Education," "BNED," the "Company," "we," "us," "our"), a leading solutions provider for the education industry, today reported sales and earnings for the third quarter ended on January 25, 2025 ("Q3"). The following figures are GAAP results from continuing operations on a consolidated basis, unless noted otherwise. Note that Adjusted

      3/10/25 4:15:00 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Barnes & Noble Education Strengthens Leadership Team with the Appointment of Christopher Neumann as General Counsel & Corporate Secretary and Gary Luster as Chief Accounting Officer

      BASKING RIDGE, N.J., March 06, 2025 (GLOBE NEWSWIRE) -- Barnes & Noble Education, Inc. (NYSE:BNED), a leading solutions provider for the education industry, today announced the appointment of Christopher Neumann as General Counsel & Corporate Secretary and Gary Luster as Chief Accounting Officer, effective March 3, 2025. Christopher Neumann – General Counsel & Corporate SecretaryMr. Neumann joins BNED from Six Flags — a NYSE listed public company that operates an extensive portfolio of large-scale amusement and water parks across the United States, Canada, and Mexico — where he served as General Counsel & Corporate Secretary and led the legal and corporate governance functions in a fast-m

      3/6/25 4:05:00 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Barnes & Noble Education Reports Second Quarter Fiscal Year 2025 Financial Results

      2Q BNC First Day® Program Revenues Increased ∼18% YOY to $235 million 2Q Net Income from Continuing Operations Improved by ∼$25 million Strategic Initiatives Drive 2Q Adjusted EBITDA growth by ∼$15 million to $66 million BASKING RIDGE, N.J., Dec. 09, 2024 (GLOBE NEWSWIRE) -- Barnes & Noble Education, Inc. (NYSE:BNED), a leading solutions provider for the education industry, today reported sales and earnings for the second quarter ended on October 26, 2024. The following figures are GAAP results from continuing operations on a consolidated basis, unless noted otherwise. Note that Adjusted EBITDA is a non-GAAP calculation. Full quarterly financial tables and a reconciliation of non-

      12/9/24 9:27:47 AM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary

    $BNED
    SEC Filings

    See more
    • SEC Form 10-Q filed by Barnes & Noble Education Inc

      10-Q - Barnes & Noble Education, Inc. (0001634117) (Filer)

      3/10/25 4:26:52 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • SEC Form 8-K filed by Barnes & Noble Education Inc

      8-K - Barnes & Noble Education, Inc. (0001634117) (Filer)

      3/10/25 4:23:16 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • SEC Form 8-K filed by Barnes & Noble Education Inc

      8-K - Barnes & Noble Education, Inc. (0001634117) (Filer)

      3/6/25 4:44:20 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary

    $BNED
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • General Counsel, Secretary Neumann Christopher was granted 80,000 shares (SEC Form 4)

      4 - Barnes & Noble Education, Inc. (0001634117) (Issuer)

      3/13/25 4:56:50 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • SEC Form 3 filed by new insider Neumann Christopher

      3 - Barnes & Noble Education, Inc. (0001634117) (Issuer)

      3/13/25 4:50:48 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Chief Accounting Officer Luster Gary was granted 30,000 shares (SEC Form 4)

      4 - Barnes & Noble Education, Inc. (0001634117) (Issuer)

      3/13/25 4:50:17 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary

    $BNED
    Financials

    Live finance-specific insights

    See more
    • Immersion Corporation Reports Second Quarter 2024 Results

      GAAP Net Income Attributable to Immersion stockholders of $28.9 million or $0.89 per diluted share Non-GAAP Net Income Attributable to Immersion stockholders of $37.0 million or $1.14 per diluted share Immersion Corporation ("Immersion", the "Company", "we", "us" or "our") (NASDAQ:IMMR), a leading provider of technologies for haptics, today reported financial results for the second quarter ended June 30, 2024. Second Quarter Consolidated Financial Summary1: • Total revenues of $99.4 million in the second quarter of 2024, compared to $7.0 million in the second quarter of 2023. • GAAP net income attributable to Immersion Corporation stockholders was $28.9 million,

      8/20/24 5:19:00 PM ET
      $BNED
      $IMMR
      Other Specialty Stores
      Consumer Discretionary
      Computer peripheral equipment
      Technology
    • Barnes & Noble Education Adopts Short-Term Stockholder Rights Plan

      Barnes & Noble Education, Inc. (NYSE:BNED), a leading solutions provider for the education industry, today announced that its Board of Directors has approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's common stock. The rights will be exercisable only if a person or group acquires 10% or more of the Company's outstanding common stock, subject to certain exceptions. Each right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $5.00. If a person or group acquires 10% of th

      4/16/24 9:22:00 AM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Barnes & Noble Education Reports Third Quarter Fiscal Year 2024 Financial Results

      Retail Segment Gross Comparable Store Sales Increased 8.8% First Day® Complete Revenue Increased to $110 Million from $67 Million Consolidated GAAP Net Loss from Continuing Operations Improved to $(9.9) Million from $(22.1) Million Consolidated Adjusted EBITDA (Non-GAAP) from Continuing Operations Increased to $20.3 Million from $5.2 Million Executes Bank Amendment and Continues Discussions to Strengthen Liquidity and Financial Position Barnes & Noble Education, Inc. (NYSE:BNED), a leading solutions provider for the education industry, today reported sales and earnings for the third quarter ended on January 27, 2024. Financial Results for the Third Quarter Fiscal Year 2024: C

      3/12/24 8:02:00 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary

    $BNED
    Leadership Updates

    Live Leadership Updates

    See more
    • Barnes & Noble Education Strengthens Leadership Team with the Appointment of Christopher Neumann as General Counsel & Corporate Secretary and Gary Luster as Chief Accounting Officer

      BASKING RIDGE, N.J., March 06, 2025 (GLOBE NEWSWIRE) -- Barnes & Noble Education, Inc. (NYSE:BNED), a leading solutions provider for the education industry, today announced the appointment of Christopher Neumann as General Counsel & Corporate Secretary and Gary Luster as Chief Accounting Officer, effective March 3, 2025. Christopher Neumann – General Counsel & Corporate SecretaryMr. Neumann joins BNED from Six Flags — a NYSE listed public company that operates an extensive portfolio of large-scale amusement and water parks across the United States, Canada, and Mexico — where he served as General Counsel & Corporate Secretary and led the legal and corporate governance functions in a fast-m

      3/6/25 4:05:00 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Barnes & Noble Education Shareholders Approve Milestone Equity and Refinancing Transactions to Significantly Strengthen Balance Sheet and Advance Industry Leading Services for Institutions and Students

      BNED to Receive $95 Million of New Equity Capital Through $50 Million Equity Investment and $45 Million Fully Backstopped Equity Rights Offering Led by Immersion Corporation Converts Approximately $34 Million of Second Lien Debt to Equity Shareholders Approve Seven Directors to Serve on Board of Directors Barnes & Noble Education, Inc. (NYSE:BNED) ("BNED" or the "Company"), a leading solutions provider for the education industry, today announced that its shareholders have voted to approve its previously announced equity and refinancing transactions with Immersion Corporation (NASDAQ:IMMR) ("Immersion"), and certain of the Company's existing shareholders and strategic relationships (co

      6/5/24 4:30:00 PM ET
      $BNED
      $IMMR
      Other Specialty Stores
      Consumer Discretionary
      Computer peripheral equipment
      Technology
    • Barnes & Noble Education Appoints Hunter Blankenbaker as Vice President of Investor Relations

      Barnes & Noble Education, Inc. (NYSE:BNED), a leading solutions provider for the education industry, today announced that Hunter Blankenbaker has been appointed Vice President of Investor Relations. Mr. Blankenbaker will report directly to Thomas Donohue, Executive Vice President, Chief Financial Officer, BNED. Mr. Blankenbaker brings more than 25 years of investor relations experience to BNED, along with a track record of success in strategic transformations and initial public offerings, while being a valuable partner to the investment community and analysts. As Vice President of Investor Relations, Mr. Blankenbaker will work closely with the management team to help communicate BNED's str

      11/3/22 9:00:00 AM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary

    $BNED
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Needham reiterated coverage on Barnes & Noble Education with a new price target

      Needham reiterated coverage of Barnes & Noble Education with a rating of Buy and set a new price target of $6.00 from $11.00 previously

      3/9/22 6:31:33 AM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Needham reiterated coverage on Barnes & Noble Education with a new price target

      Needham reiterated coverage of Barnes & Noble Education with a rating of Buy and set a new price target of $12.00 from $11.00 previously

      10/27/21 7:09:27 AM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Needham & Company LLC reiterated coverage on Barnes & Noble Education with a new price target

      Needham & Company LLC reiterated coverage of Barnes & Noble Education with a rating of Buy and set a new price target of $9.00 from $5.00 previously

      3/16/21 8:16:07 AM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary

    $BNED
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Director Singer Eric bought $146,630 worth of shares (18,000 units at $8.15), increasing direct ownership by 19% to 112,441 units (SEC Form 4)

      4 - Barnes & Noble Education, Inc. (0001634117) (Issuer)

      7/16/24 7:24:08 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Amendment: CEO Shar Jonathan bought $10,410 worth of shares (208,200 units at $0.05) and covered exercise/tax liability with 80 shares, decreasing direct ownership by 97% to 3,000 units (SEC Form 4)

      4/A - Barnes & Noble Education, Inc. (0001634117) (Issuer)

      7/16/24 5:08:11 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary
    • Director Martin William C bought $921,834 worth of shares (130,000 units at $7.09) (SEC Form 4)

      4 - Barnes & Noble Education, Inc. (0001634117) (Issuer)

      7/10/24 8:02:43 PM ET
      $BNED
      Other Specialty Stores
      Consumer Discretionary