BNED 10-Q
Barnes & Noble Education, Inc. (BNED)
10-Q
2026-09-08
For: 2026-08-01
View Original
Added on
September 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 10-Q
_______________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended August 1, 2026
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
_______________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_______________________________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (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 Class | Trading Symbol | Name of Exchange on which registered | ||||||
_______________________________________________
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 | ¨ | x | |||||||||||||||
| Non-accelerated Filer | ¨ | Smaller reporting company | |||||||||||||||
| 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 September 3, 2026, 34,664,980 shares of Common Stock, par value $0.01 per share, were outstanding.
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Fiscal Quarter Ended August 1, 2026
Index to Form 10-Q
| Page No. | |||||||||||
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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,” “may,” “could,” “should,” “seek,” “target,” “outlook,” 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 compliance with SEC reporting requirements and NYSE continued listing rules;
•our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner;
•the pace of affordable access course material adoption in the marketplace being slower than anticipated, whether due to federal or state regulatory activity or our ability to successfully convert more of our institutions to our BNC First Day® affordable access course material models or successfully compete with third parties that provide similar affordable textbook 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. Fanatics Retail Group Fulfillment, LLC (“Fanatics”) and Fanatics Lids College, Inc. D/B/A “Lids” (“Lids”, and together with Fanatics, 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 involuntary 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;
•the risk of changes in price or in formats of course materials by publishers, which could negatively impact revenues and margin;
•changes to purchase or rental terms, payment terms, return policies, the discount or margin on products or other terms with our suppliers;
•product shortages, including decreases in the used textbook inventory supply associated with the implementation of publishers’ digital offerings and direct to student textbook consignment rental programs;
•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;
3
•a decline in college enrollment or decreased funding available for students, including as a result of actual and proposed U.S. policy changes and enforcement practices could materially impact the U.S. higher education landscape;
•decreased consumer demand for our products, low growth or declining sales, including as may be impacted by additional U.S. tariffs or other trade restrictions placed on imports, retaliatory trade measures taken by other countries resulting in trade wars and inflationary pressures;
•adverse changes in 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;
•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;
•changes in applicable domestic and international laws, rules or regulations, including, without limitation, U.S. tax reform, changes in tax rates, laws and regulations, as well as related guidance;
•a determination that an additional change of ownership has occurred, which may further limit the future utilization of our tax attributes;
•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 future accounting standards;
•risks related to our controls and procedures and our previously reported internal investigation ("Investigation"), including costs related thereto, and our ability to remedy the ineffectiveness of our internal control over financial reporting and related remediation plan
•our ability to continue paying quarterly cash dividends at anticipated levels, or at all, which will depend on our results of operations, financial condition, cash requirements, and other factors, including restrictions under our credit agreements; and
•the other risks and uncertainties detailed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended May 2, 2026.
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, except as required by law.
4
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(unaudited)
| 13 weeks ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Sales: | |||||||||||
| $ | $ | ||||||||||
| Rental income | |||||||||||
| Total sales | |||||||||||
| Cost of sales (exclusive of depreciation and amortization expense): | |||||||||||
| Product and other cost of sales | |||||||||||
| Rental cost of sales | |||||||||||
| Total cost of sales | |||||||||||
| Gross profit | |||||||||||
| Selling and administrative expenses | |||||||||||
| Depreciation and amortization expense | |||||||||||
Other (income) expense | ( | ||||||||||
Operating Loss | ( | ( | |||||||||
| Interest expense, net | |||||||||||
Loss before income taxes | ( | ( | |||||||||
| Income tax benefit | ( | ( | |||||||||
Net Loss | $ | ( | $ | ( | |||||||
| Earnings per share - Basic and Diluted | |||||||||||
| Net loss attributable to BNED shareholders - Basic | $ | ( | $ | ( | |||||||
| Net loss attributable to BNED shareholders - Diluted | $ | ( | $ | ( | |||||||
| Weighted average shares of common shares outstanding - Basic | |||||||||||
| Weighted average shares of common shares outstanding - Diluted | |||||||||||
See accompanying notes to condensed consolidated financial statements.
5
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(unaudited)
| August 1, 2026 | May 2, 2026 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, net | |||||||||||
| Merchandise inventories, net | |||||||||||
| Textbook rental inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets, net | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term deferred taxes, net | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term borrowings | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
6
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
| 13 weeks ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Deferred taxes | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Changes in operating lease right-of-use assets and liabilities | ( | ||||||||||
Changes in other long-term assets and liabilities and other, net | |||||||||||
Changes in other operating assets and liabilities, net: | |||||||||||
Receivables, net | ( | ( | |||||||||
Merchandise inventories | ( | ( | |||||||||
| Textbook rental inventories | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
Changes in other operating assets and liabilities, net | ( | ( | |||||||||
Net cash flows used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
Net cash flows used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from borrowings | |||||||||||
| Repayments of borrowings | ( | ( | |||||||||
| Payment of deferred financing costs | ( | ||||||||||
| Dividends paid | ( | ||||||||||
Net cash flows provided by financing activities | |||||||||||
Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
Supplemental cash flows information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid (net of refunds) | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
7
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
(In thousands, except share data)
(unaudited)
| Additional | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Shares | Amount | Equity | ||||||||||||||||||||||||||||||||||||||
| Balance at May 2, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||
Vested equity awards | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Dividend declared | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance August 1, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Shares | Amount | Equity | ||||||||||||||||||||||||||||||||||||||
| Balance at May 3, 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance August 2, 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
8
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
Unless the context otherwise indicates, references in these Notes to the accompanying condensed consolidated financial statements to the "Company” or "BNED" refer to Barnes & Noble Education, Inc., a Delaware corporation. References to “Barnes & Noble College” or "BNC" refer to the Company's college bookstore business operated through its subsidiary Barnes & Noble College Booksellers, LLC. References to “MBS” refer to the Company's virtual bookstore and wholesale textbook distribution business operated through its subsidiary MBS Textbook Exchange, LLC.
This Form 10-Q should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended May 2, 2026.
Note 1. Organization
Description of Business
Barnes & Noble Education, Inc. ("BNED" or the "Company") 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. The Company is also a textbook wholesaler, and bookstore management hardware and software provider. The Company operates 1,062 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.
The Company provides product and service offerings designed to address the most pressing issues in higher education, including affordable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. The Company offers its 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”).
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
Certain prior-period amounts have been reclassified to conform to the current-period presentation. The reclassifications did not affect the Company's previously reported results of operations, financial position, cash flows, or earnings per share.
9
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
The Company's 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 weeks ended August 1, 2026 are not necessarily indicative of the results expected for the 52 weeks ending May 1, 2027.
Seasonality
The Company's 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. The Company's quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, as well as shifts in its 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 digital content is made available to the customer 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 the Company's products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of the Company's products by its customers for products ordered through the Company's websites and virtual bookstores. See Revenue Recognition and Deferred Revenue discussion below.
These shifts in timing may affect the comparability of the Company's results across periods. Sales attributable to the Company's wholesale business are generally highest in the Company's 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 consolidated financial statements in conformity with GAAP, the Company is 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.
Cash and Cash Equivalents and Restricted Cash
The Company considers all short-term, highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of August 1, 2026 and May 2, 2026, the Company had cash and cash equivalents of $7,806 and $8,418 , respectively. As of August 1, 2026 and May 2, 2026, the Company had restricted cash of $13,740 and $19,801 , respectively, comprised of $11,444 and $17,422 , respectively, in the prepaid expenses 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 $2,296 and $2,379 , 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 the Company's inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory represent write-downs that reduce the cost basis of the asset. These write-downs are based on the Company's history of liquidating non-returnable inventory, which includes certain assumptions, including markdowns and inventory aging.
Cost is determined primarily by the retail inventory method for the Company's retail business. Textbook and trade book inventories for retail and wholesale are valued using the LIFO method. For the quarter ended August 1, 2026, there was no required LIFO adjustment. The Company's LIFO inventory reserve was $6,446
For our physical bookstores, the Company estimates and accrues inventory shortage for the period between the last physical count 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.
10
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
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 with the amortization expense recognized in cost of goods sold. 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
Revenue Recognition and Deferred Revenue
Product sales and rentals
The majority of the Company's revenue is derived from the sale of products through its bookstore locations, including virtual bookstores, and its bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of the Company's products is recognized at the point in time when control of the products is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. For additional information, see Note 3. Revenue.
Product revenue is recognized when the customer takes physical possession of the Company's products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of the Company's products by its customers for products ordered through the Company's websites and virtual bookstores. Wholesale product revenue 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 goods sold.
Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized upon delivery of the digital content as product revenue in the Company's consolidated financial statements. A software feature is embedded within the content of the Company's 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, the Company's 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 in the Company's consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. The Company offers 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. The Company records 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, the Company accelerates any remaining deferred rental revenue at the point of sale. Such buyouts have historically been, and continue to be, immaterial to the financial statements.
Revenue recognized for the Company's BNC First Day® offerings is consistent with its 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 the Company's school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts the Company's BNC First Day® affordable access course material program 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 the Company's third quarter given the timing of the Spring Term and its quarterly reporting period, as compared
11
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
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.
The Company estimates returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded.
For sales and rentals involving third-party products, the Company evaluates whether it is acting as a principal or an agent. The Company's determination is based on the evaluation of whether the Company controls the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether the Company controls the specified goods or services prior to transferring them to the customer including whether it has 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 the Company is the principal, the Company recognizes revenue on a gross basis; for transactions in which the Company is an agent to a third-party, the Company recognizes revenue on a net basis.
The Company's logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics, and the Company recognizes commission revenue earned for these sales on a net basis in its consolidated financial statements.
The Company does not have a customer loyalty program. In Fiscal 2027, the Company launched its own gift card program. Proceeds from the sale of Company-issued gift cards are recorded as a contract liability and recognized as revenue upon redemption by the customer or when breakage is recognized in accordance with the Company's accounting policy. The Company also accepts Barnes & Noble Booksellers ("B&N") gift cards and sells third-party gift cards, including B&N gift cards, in its stores. The Company does not treat any promotional offers as expenses. Sales tax collected from its customers is excluded from reported revenues. The Company's 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 the Company's 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 the Company's customers. For these arrangements that contain distinct performance obligations, the Company allocates 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
The Company's 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 the Company's college and university contracts and other facility related expenses.
Selling and Administrative Expenses
The Company’s selling and administrative expenses consist primarily of store and overhead payroll, including long-term incentive plan compensation. Selling and administrative expenses also include direct expenses to support the stores, merchandising, procurement, and field support, consisting of information technology, professional services and travel.
Income Taxes
Accounting Pronouncements
12
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
Recently issued accounting pronouncements
There were no new accounting pronouncements issued during the quarter ended August 1, 2026 that are expected to have a material impact on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Adopted
In September 2025, Financial Accounting Standards Board (the "FASB") issued ASU No. 2025-07 (“ASU 2025-07”), "Derivatives and Hedging (Topic 815): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract." The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 related to share-based payments from a customer in a revenue contract.
The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt ASU 2025-07 effective May 4, 2025, the first day of fiscal 2026. The adoption impacted the Company’s accounting for its Participating Interest Purchase Agreement. See Note 8. Participation Interest Purchase Agreement for further discussion.
Note 3. Revenue
See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information related to the Company's revenue recognition policies.
Disaggregation of Revenue
The following table disaggregates the revenue associated with the Company's major product and service offerings:
| 13 weeks ended | ||||||||||||||
| August 1, 2026 | August 2, 2025 | |||||||||||||
| Product and Other Sales | ||||||||||||||
| Course Materials Product Sales | $ | $ | ||||||||||||
General Merchandise Product Sales (a) | ||||||||||||||
Service and Other Revenue (b) | ||||||||||||||
| Product and Other Sales sub-total | ||||||||||||||
| Course Materials Rental Income | ||||||||||||||
| Total Sales | $ | $ | ||||||||||||
(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.
Contract Assets and Contract Liabilities
Contract assets represent the sale of goods or services to a customer before the Company has the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract assets (unbilled receivables) were $0.4 million and $1.2 million for August 1, 2026 and May 2, 2026, respectively, on the Company's condensed Consolidated Balance Sheets.
Contract liabilities represent an obligation to transfer goods or services to a customer for which the Company has received consideration and consists of its 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 partnership marketing services, which are recognized when the contracted services are provided to the Company's partnership marketing customers; and
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BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
•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 merchandising contracts for Fanatics and Lids.
As of | ||||||||||||||
| August 1, 2026 | May 2, 2026 | |||||||||||||
| Deferred revenue at the beginning of period | $ | $ | ||||||||||||
| Additions to deferred revenue during the period | ||||||||||||||
| Reductions to deferred revenue for revenue recognized during the period | ( | ( | ||||||||||||
| Deferred revenue balance at the end of period: | $ | $ | ||||||||||||
| Balance Sheet classification: | ||||||||||||||
| Accrued liabilities | $ | $ | ||||||||||||
| Other long-term liabilities | ||||||||||||||
Deferred revenue balance at the end of period | $ | $ | ||||||||||||
Note 4. Segment Reporting
BNED identifies its segments in accordance with the way its business is managed. The Company's operating and reporting segment reflects a centralized management structure supporting company-wide procurement, marketing and selling, delivery, and customer service.
The Company's Chief Executive Officer serves as the Chief Operating Decision Maker ("CODM") and reviews financial information on a consolidated basis to evaluate operational performance, allocate resources, and assess trends over time. The CODM uses Net income (loss) as the primary measure of segment profit or loss. In evaluating performance, the CODM also reviews significant expense categories, including adjusted cost of sales, payroll expense, contract payments, direct and indirect expenses, which are considered material to understanding the segment’s financial results.
The following table presents sales, profitability, and significant expense information about the Company's segment.
| 13 weeks ended | ||||||||||||||
| August 1, 2026 | August 2, 2025 | |||||||||||||
| Sales | $ | $ | ||||||||||||
Adjusted Cost of sales (a) | ||||||||||||||
| Payroll expense | ||||||||||||||
Contract payments | ||||||||||||||
| Direct expenses | ||||||||||||||
| Indirect expenses | ||||||||||||||
Other segment expenses, net (b) | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
(a) Adjusted Cost of sales includes all cost of sales presented in the Statement of Operations, adjusted for contract payments and other various expenses.
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BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
(b) Other segment expenses, net, represents GAAP income statement line items that are not considered to be significant segment expenses. These items primarily include stock-based compensation, depreciation and amortization, other (income) expense, interest income and expense, and income tax expense (benefit).
Note 5. Equity
Dividends on registered shares
On June 24, 2026, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of $0.08 per share of common stock outstanding, which was paid on July 30, 2026 to the holders of record as of July 16, 2026. The payment, amount and timing of future dividends remain within the discretion of our Board of Directors and will depend on our results of operations, financial condition, cash requirements, and other factors.
Upon approval of a dividend, the obligation is reflected in other current liabilities with a corresponding reduction in additional paid-in capital in the consolidated balance sheet to the extent retained earnings is insufficient to absorb the distribution. Because our retained earnings reflected an accumulated deficit as of May 2, 2026, the $2.8 million dividend paid on July 30, 2026 was recorded as a reduction of additional paid-in capital rather than accumulated deficit.
Stock Authorization
As of August 1, 2026, the Company's authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. The Company's common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “BNED.”
Repurchase of Shares
On December 14, 2015, the Board of Directors authorized a stock repurchase program of up to $50,000 in the aggregate, of the Company's outstanding common stock. The stock repurchase program is carried out at the direction of management (which may include a plan under Rule 10b5-1 of the Securities Exchange Act of 1934). The stock repurchase program may be suspended, terminated, or modified at any time. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. During the 13 weeks ended August 1, 2026, the Company did not purchase shares under the stock repurchase program. As of August 1, 2026, approximately $26,669 remains available under the stock repurchase program.
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BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
Note 6. Income (Loss) Per Share
The following is a reconciliation of the basic and diluted income (loss) per share calculation:
| 13 weeks ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Numerator for basic net loss per share: | |||||||||||
Loss, net of tax | $ | ( | $ | ( | |||||||
| Denominator for basic net loss per share: | |||||||||||
Basic weighted average shares of Common Stock (a) | |||||||||||
| Denominator for diluted earnings per share: | |||||||||||
Diluted weighted average shares of common shares(a) | |||||||||||
| Loss per share of Common Share: | |||||||||||
| Net loss per share - Basic | $ | ( | $ | ( | |||||||
| Net loss per share - Diluted | $ | ( | $ | ( | |||||||
Note 7. Fair Value Measurements
In accordance with ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), 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 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 the Company to develop its own assumptions
The Company's financial instruments include cash and cash equivalents, receivables, accrued liabilities, accounts payable, and long-term debt. The fair values of cash and cash equivalents, receivables, accrued liabilities, and accounts payable approximate their carrying values because of the short-term nature of these instruments, which are all considered Level 1 within the fair value hierarchy. The fair value of the Company's long-term debt approximates its carrying value and is classified as Level 2, as it is estimated using observable market inputs such as current interest rates and credit spreads for similar instruments.
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BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
Non-Financial Assets
The Company measures certain non-financial assets and liabilities at fair value on a nonrecurring basis in accordance with ASC 820. These assets are subject to fair value remeasurement only when specific triggering events occur, such as indicators of impairment or classification as held for sale. The Company's 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. The Company reviews its 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 8. Participation Interest Purchase Agreement
During fiscal year 2026, the Company was party to a Participation Interest Purchase Agreement with Jefferies Leveraged Credit Products LLC (“Jefferies”), under which Jefferies had paid the Company $12,625 in exchange for a participation interest in proceeds from a specified litigation claim related to the Visa and Mastercard Interchange Litigation (the "Interchange Litigation"). The arrangement was non-recourse to the Company, and Jefferies' entitlement to payment was limited to litigation proceeds, if any.
In February 2026, the Interchange Litigation was resolved through settlement, and all proceeds attributable to the Company's claims were distributed directly to Jefferies and its assignees. The Company received no cash proceeds. The related deferred income balance of $12,625 was recognized in earnings during the fourth quarter of fiscal year 2026 within Other income (expense), net, and the Company's obligations under the Agreement were fully discharged. No balance remains as of August 1, 2026, and there was no activity related to this arrangement during the current period.
Note 9. Debt
| As of | |||||||||||||||||
Maturity Date | August 1, 2026 | May 2, 2026 | |||||||||||||||
| Credit Facility | June 9, 2028 | $ | $ | ||||||||||||||
| Total debt | $ | $ | |||||||||||||||
| Balance Sheet classification: | |||||||||||||||||
| Long-term borrowings | $ | $ | |||||||||||||||
| Total debt | $ | $ | |||||||||||||||
Credit Facility
In connection with the delayed filing of our 2025 Annual Report and our Quarterly Reports on Form 10-Q for the first and second quarters of Fiscal 2026, the Company entered into a series of limited consent and waiver agreements with the lenders under its asset-based revolving credit facility to extend certain financial reporting deadlines. These waivers related solely to the timing of the Company’s filings and did not arise from noncompliance with any financial covenants
On August 8, 2025, the Company and the administrative agent entered into a limited consent and waiver providing a 75-day extension of the applicable reporting deadlines to October 22, 2025, in exchange for a fee equal to 0.10 % of the aggregate revolving commitments. On October 21, 2025, the Company exercised an additional 45-day extension option under the waiver, extending the reporting deadline to December 6, 2025, in exchange for an additional fee equal to 0.10 % of the revolving commitments. On December 5, 2025, the Company entered into a Second Limited Consent and Waiver, further extending the reporting deadlines to January 20, 2026, in exchange for an additional fee equal to 0.10 % of each consenting lender’s revolving commitment.
During the applicable extension periods, the Company was subject to certain customary conditions, including enhanced reporting requirements, periodic update calls with lenders, and a minimum excess availability requirement of $30,000 . Failure to comply with these conditions would have constituted an event of default.
The Credit Facility provides for aggregate revolving commitments of up to $325,000 and matures on June 9, 2028. The Company has interest-only obligations under the Credit Facility until maturity, at which time all outstanding principal is due and payable. Interest accrues, at the Company's election, either (i) at a rate based on the Secured Overnight Financing Rate,
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BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
subject to a floor of 2.50 %, plus an applicable margin of 3.50 %, or (ii) at an alternate base rate, subject to a floor of 3.50 %, plus an applicable margin of 2.50 %. The applicable margins may be reduced by 0.25 % upon achievement of certain financial performance thresholds. The Credit Facility contains customary negative covenants, as well as financial maintenance covenants including a minimum Availability requirement, a minimum Consolidated EBITDA requirement, and a minimum Consolidated Fixed Charge Coverage Ratio of not less than 1.10 to 1.00. The Credit Facility is secured by substantially all of the inventory, accounts receivable, and related assets of the borrower. 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), subject to customary exclusions.
As of August 1, 2026, the Company remained in compliance with all covenants under the A&R Credit Agreement.
Debt Issuance 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 the respective debt.
| As of | |||||||||||||||||
Balance Sheet Location | Maturity Date/ Amortization Term | August 1, 2026 | May 2, 2026 | ||||||||||||||
Credit Facility - Other noncurrent assets | June 9, 2028 | $ | $ | ||||||||||||||
Total deferred financing costs | $ | $ | |||||||||||||||
Interest
The following table disaggregates interest expense:
| 13 weeks ended | ||||||||||||||
| August 1, 2026 | August 2, 2025 | |||||||||||||
| Interest Incurred | ||||||||||||||
| Credit Facility | $ | $ | ||||||||||||
| Total Interest Incurred | $ | $ | ||||||||||||
| Amortization of Deferred Financing Costs | ||||||||||||||
| Credit Facility | $ | $ | ||||||||||||
| Total Amortization of Deferred Financing Costs | $ | $ | ||||||||||||
Interest income | $ | ( | $ | ( | ||||||||||
Total Interest Expense, net | $ | $ | ||||||||||||
Note 10. Leases
Lease assets and lease liabilities are recognized on the condensed Consolidated Balance Sheets for substantially all lease arrangements based on the present value of future lease payments as required by ASC 842, Leases. The lease portfolio consists of operating leases comprised of operating agreements which grant the Company the right to operate on-campus bookstores at colleges and universities; real estate leases for office and warehouse operations; and vehicle leases. There is one immaterial finance lease and no short-term leases (i.e., those with a term of twelve months or less).
A right of use (“ROU”) asset and lease liability are recognized in the 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. 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)
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BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
operating expenses, such as common area charges, real estate taxes and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, lease expense is recognized on a straight-line basis over the lease term. For variable commissions, lease expense is recognized as incurred. The Company's lease agreements do not contain any material residual value guarantees, material restrictions or covenants.
Incremental borrowing rates are used 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. An estimated collateralized incremental borrowing rate is applied as of the effective date or the commencement date of the lease, whichever is later.
The following tables summarize lease expenses:
| 13 weeks ended | ||||||||||||||
| August 1, 2026 | August 2, 2025 | |||||||||||||
| Variable lease expense | $ | $ | ||||||||||||
| Operating lease expense | ||||||||||||||
| Net lease expense | $ | $ | ||||||||||||
The following table summarizes the Company's minimum fixed lease obligations, excluding variable commissions:
| Remainder of Fiscal 2027 | $ | |||||||
Fiscal 2028 | ||||||||
| Fiscal 2029 | ||||||||
| Fiscal 2030 | ||||||||
| Fiscal 2031 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | |||||||
| Operating lease liabilities at period end | $ | |||||||
Future lease payment obligations related to leases that were entered into, but did not commence as of August 1, 2026, were not material.
19
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
The following summarizes additional information related to the Company's operating leases:
| As of | ||||||||||||||
| August 1, 2026 | August 2, 2025 | |||||||||||||
| Weighted average remaining lease term (in years) | ||||||||||||||
| Weighted average discount rate | % | % | ||||||||||||
| Supplemental cash flow information related to leases is as follows: | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Operating cash flows from financing leases | $ | $ | ||||||||||||
| ROU assets obtained in exchange for lease obligations: | ||||||||||||||
| Operating leases | $ | $ | ||||||||||||
Note 11. Supplementary Information
Other (Income) Expense
During the 13 weeks ended August 1, 2026, the Company recognized other (income) expense totaling $(1,162 ), comprised primarily of a $(1,692 ) cash receipt from the release of funds previously held in escrow, offset by $530 of legal and professional fees.
During the 13 weeks ended August 2, 2025, the Company recognized other (income) expense totaling $1,497 , comprised of Investigation related costs.
Note 12. Long-Term Incentive Compensation Expense
The Company recognizes compensation expense for long-term incentive plan awards in selling and administrative expenses as follows:
| 13 weeks ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Stock-based awards | |||||||||||
| Restricted stock units expense | $ | $ | |||||||||
| Restricted stock awards expense | |||||||||||
| Performance share units expense | |||||||||||
| Stock option expense | |||||||||||
| Total compensation expense for long-term incentive awards | $ | $ | |||||||||
Note 13. Employee Benefit Plans
The Company sponsors a defined contribution plan for the benefit of substantially all of the employees. The Company is responsible to fund the employer contributions directly. The 401(k)-retirement savings plan provides an annual end of plan year discretionary match, in lieu of the current pay period match. Total employee benefit expense for these plans was $0
Note 14. Income Taxes
The Company recorded an income tax benefit of $(7,062 ) on pre-tax loss of $(19,976 ) during the 13 weeks ended August 1, 2026, which represented an effective income tax rate of 35.4 % and an income tax benefit of $(8,640 ) on pre-tax loss
20
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In Thousands, except share and per share data)
(unaudited)
of $(26,911 ) during the 13 weeks ended August 2, 2025, which represented an effective income tax rate of 32.1 %. The effective tax rate for the 13 weeks ended August 1, 2026 is higher than the prior year comparable period due to the Internal Revenue Code (IRC) 382 limitation on attribute utilization, increased projections of taxable income, and decrease in the valuation allowance.
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 August 1, 2026, the Company determined that it was more likely than not that it would not realize all deferred tax assets and the Company's tax rate for the current fiscal year reflects this determination. The Company 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 the Company's 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, BNED may have experienced an ownership change as defined by Sections 382 and 383. 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 the Company's tax attributes including its $195,845 NOL carryforwards, $44,297 disallowed interest expense carryforwards, and $1,075 tax credit carryforwards as of May 2, 2026. The Company anticipates that $29,691 of these tax attributes will be made available during Fiscal 2027.
21
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 “Barnes & Noble College” or “BNC” refer to our subsidiary Barnes & Noble College Booksellers, LLC. References to “MBS” refer to our subsidiary MBS Textbook Exchange, LLC.
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.
The following should be read in conjunction with "Disclosures Regarding Forward-Looking Statements" and our consolidated financial statements and notes thereto included in Item 15 of our Annual Report on Form 10-K for the year ended May 2, 2026 filed with the SEC on July 9, 2026 (“Form 10-K”).
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 one of the largest textbook wholesalers, and inventory management hardware and software providers. We operate 1,062 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 affordable 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 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. These 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, and improve predictability of our future results. We continue to see strong institutional interest in First Day® Complete and First Day® programs, reflecting an ongoing shift by colleges and universities toward affordable access course material models that increase student participation and improve access to required course materials.
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 through our service providers, Fanatics Retail Group Fulfillment, LLC (“Fanatics”) and Fanatics Lids College, Inc. D/B/A “Lids” (“Lids”) (and together with Fanatics, 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 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 Form 10-K.
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 affordable 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 on or before the
22
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.
•First Day® Complete is adopted by an institution and includes all or the majority of undergraduate classes (and on occasion graduate classes), providing students both physical and digital materials. 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 affordable access, First Day® Complete and First Day® models is an important strategic initiative of ours to meet the market demands of substantially reduced pricing to students, as well as the opportunity to improve student outcomes, while, at the same time, increasing our market share, revenue and relative gross profits of 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 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, and improve predictability of our future results. We are moving quickly to accelerate our BNC First Day® programs strategy. Institutions continued to adopt BNC First Day® programs during the first quarter of 2027, and we continue to expand participation across our partner schools. Part of our strategy involves encouraging existing schools that have adopted our First Day® program, to transition to our First Day® Complete model, which may from time-to-time result in a reduction of First Day® sales over prior periods.
The following table summarizes our BNC First Day® sales:
| Dollars in millions | 13 weeks ended | ||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | Var $ | Var % | ||||||||||||||||||||
First Day® Complete Sales | $ | 65.2 | $ | 52.8 | $ | 12.4 | 23.5% | ||||||||||||||||
First Day® Sales | $ | 59.5 | 61.6 | $ | (2.1) | (3.4)% | |||||||||||||||||
Total BNC First Day® Sales | $ | 124.7 | $ | 114.4 | $ | 10.3 | 9.0% | ||||||||||||||||
Financing Arrangements
There have been no material changes to the Company's financing arrangements since May 2, 2026. For a discussion of the Company's financing transactions completed in fiscal years 2026 and 2025, see the Form 10-K. As of August 1, 2026, the Company had approximately $113.4 million of availability under its revolving credit facility. For additional information, see "Liquidity and Capital Resources" below.
Cost Savings Initiative
We continually seek to streamline our operations, maximize productivity and drive profitability to achieve significant cost reductions. Over the past few fiscal years, we have reduced our workforce, eliminated duplicate administrative headcounts at all levels, implemented improved system development processes to reduce maintenance costs, reduced capital expenditures, and evaluated operating contractual obligations for cost savings. In addition, we continue to close under-performing stores, and evaluate opportunities to refinance our debt.
Segments
We identify our segments in accordance with the way our business is managed. The Chief Executive Officer serves as the Chief Operating Decision Maker ("CODM") assesses performance and allocates resources. The Company currently operates as a single operating and reportable 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 are 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
23
obligation, is recognized upon delivery of the digital content as product revenue 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 program 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 digital content is made available to the customer 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 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, and inflationary considerations. Broader macro-economic global supply chain issues could impact our ability to source 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 2025 and Spring of 2026, we observed increased year-over-year enrollment trends. Enrollment trends, specifically at community colleges, historically have correlated 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 to 24 year-old college age. Online degree program enrollments continue to grow, which impacts the level of in-store traffic for general merchandise sales, just as for cafe and convenience products.
•Regulatory Trends: Numerous actions and proposals by the federal government have created uncertainty for public and private college institutions, as well as their students. These actions and proposals include: restrictions on issuances of student visas, deportation of foreign students; reduced federal funding for colleges and universities; and reductions to, or the elimination of, student loan programs and potentially the elimination of the U.S. Department of Education itself. Should any of these actions and policies move forward, they, or even the threat of these actions continue, could
24
negatively impact student enrollment at U.S. colleges and universities, decrease operating budgets, and adversely affect our business and operating results and financial condition.
•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, including the increased availability of OER, the creation of which has been facilitated through the use of AI.
•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.
•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 wholesale business's ability to build its textbook inventory from suppliers in advance of the selling season. Some textbook publishers have begun to supply textbooks pursuant to consignment or rental programs which could impact used textbook supplies in the future. Additionally, our wholesale business is a national distributor for rental textbooks offered through 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 affordable access course material 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 affordable access, First Day® Complete and First Day® models is a key, and increasingly important, strategic initiative of ours to meet the market demands of substantially reduced pricing to 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 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 continue to move quickly to accelerate our First Day® Complete and First Day® strategy. Institutions continued to adopt our BNC First Day® programs during the first quarter of fiscal 2027.
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•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 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. We are moving quickly and decisively to encourage new and existing accounts to adopt our First Day® programs.
For additional discussion of our trends and other factors affecting the Company's business, see Part I - Item 1. Business in our Form 10-K.
Results of Operations
Elements of Results of Operations
Our condensed consolidated financial statements reflect our consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). The results of operations reflected in our condensed consolidated financial statements are presented on a consolidated basis. All material intercompany accounts and transactions have been eliminated in consolidation.
Our sales are primarily derived from the sale of course materials, which include new, used, rental and digital textbooks and general merchandise, including emblematic apparel and gifts, trade books, computer products, school and dorm supplies, convenience and café items and graduation products. Our rental income is primarily derived from the rental of physical textbooks. We also derive revenue from other sources, such as sales of inventory management, hardware and point-of-sale software, and other services.
Our cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, warehouse costs related to inventory management and order fulfillment, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses.
Our selling and administrative expenses consist primarily of store and overhead payroll, including long-term incentive plan compensation. Selling and administrative expenses also include direct expenses to support the stores, merchandising, procurement, and field support, consisting of information technology, professional services and travel.
| 13 weeks ended | |||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
| Sales: | |||||||||||
| Product sales and other | $ | 276,859 | $ | 274,179 | |||||||
| Rental income | 13,736 | 13,981 | |||||||||
| Total sales | $ | 290,595 | $ | 288,160 | |||||||
| Gross profit | $ | 57,047 | $ | 55,377 | |||||||
| Loss before income tax | $ | (19,976) | $ | (26,911) | |||||||
| Net loss | $ | (12,914) | $ | (18,271) | |||||||
Adjusted net loss (a) | $ | (13,128) | $ | (15,784) | |||||||
Adjusted EBITDA (a) | $ | (9,321) | $ | (11,494) | |||||||
(a)Adjusted net loss and Adjusted EBITDA are non-GAAP financial measures. See Use of Non-GAAP Measures discussion below.
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Results of Operations - 13 weeks ended August 1, 2026 compared with the 13 weeks ended August 2, 2025
| 13 weeks ended | |||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
| Sales: | |||||||||||
| Product sales and other | $ | 276,859 | $ | 274,179 | |||||||
| Rental income | 13,736 | 13,981 | |||||||||
| Total sales | 290,595 | 288,160 | |||||||||
| Cost of sales (exclusive of depreciation and amortization expense): | |||||||||||
| Product and other cost of sales | 226,783 | 225,363 | |||||||||
| Rental cost of sales | 6,765 | 7,420 | |||||||||
| Total cost of sales | 233,548 | 232,783 | |||||||||
| Gross profit | 57,047 | 55,377 | |||||||||
| Selling and administrative expenses | 67,316 | 67,861 | |||||||||
| Depreciation and amortization expense | 8,151 | 9,185 | |||||||||
Other (income) expense | (1,162) | 1,497 | |||||||||
Operating loss | $ | (17,258) | $ | (23,166) | |||||||
| Percentage of Total Sales: | 13 weeks ended | ||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Sales: | |||||||||||
| Product sales and other | 95.3 | % | 95.1 | % | |||||||
| Rental income | 4.7 | 4.9 | |||||||||
| Total sales | 100.0 | 100.0 | |||||||||
| Cost of sales (exclusive of depreciation and amortization expense): | |||||||||||
Product and other cost of sales (a) | 81.9 | 82.2 | |||||||||
Rental cost of sales (a) | 49.3 | 53.1 | |||||||||
| Total cost of sales | 80.4 | 80.8 | |||||||||
| Gross margin | 19.6 | 19.2 | |||||||||
| Selling and administrative expenses | 23.2 | 23.5 | |||||||||
| Depreciation and amortization expense | 2.8 | 3.2 | |||||||||
Other (income) expense | (0.4) | 0.5 | |||||||||
Operating loss | (5.9) | % | (8.0) | % | |||||||
(a)Represents the percentage these costs bear to the related sales, instead of total sales.
Overview
First quarter fiscal year 2027 revenue increased by 0.8%, or $2.4 million, to $290.6 million, primarily driven by growth in our BNC First Day® programs, partially offset by the net impact of new and closed stores. Gross Comparable Store Sales increased by $10.7 million, or 3.7%, during the quarter, including a $10.3 million, or 9.0% increase in BNC First Day® program sales. Net loss improved by $5.4 million, or 29.3%, to $(12.9) million, compared with $(18.3) million in the prior-year period. Adjusted EBITDA improved by $2.2 million, or 18.9%, to $(9.3) million from $(11.5) million in the prior-year period, reflecting higher gross profit and lower operating expenses.
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Sales
The following table summarizes our sales for the 13 weeks ended August 1, 2026 and August 2, 2025:
| 13 weeks ended | |||||||||||||||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | Var $ | Var % | |||||||||||||||||||
| Product sales and other | $ | 276,859 | $ | 274,179 | $ | 2,680 | 1.0% | ||||||||||||||||
| Rental income | 13,736 | 13,981 | $ | (245) | (1.8)% | ||||||||||||||||||
| Total Sales | $ | 290,595 | $ | 288,160 | $ | 2,435 | 0.8% | ||||||||||||||||
Sales increased during the first quarter of fiscal year 2027 compared with the prior-year period, primarily due to higher comparable store sales driven by growth in our BNC First Day® programs and general merchandise sales, partially offset by the net impact of new and closed stores.
The components of the sales variances for the 13 week periods are reflected in the table below.
| Sales variances | 13 weeks ended | ||||
| Dollars in millions | August 1, 2026 | ||||
| New stores | $ | 11.5 | |||
| Closed stores | (18.0) | ||||
Comparable stores (a) | 11.8 | ||||
Other (b) | (2.9) | ||||
| Total sales variance: | $ | 2.4 | |||
(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 ended | |||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||||||||
| Number of Stores: | Physical | Virtual | Total | Physical | Virtual | Total | |||||||||||||||||||||||||||||
| Beginning of period | 647 | 469 | 1,116 | 653 | 493 | 1,146 | |||||||||||||||||||||||||||||
| Opened | 23 | 11 | 34 | 32 | 7 | 39 | |||||||||||||||||||||||||||||
| Closed | 68 | 20 | 88 | 28 | 14 | 42 | |||||||||||||||||||||||||||||
| End of period | 602 | 460 | 1,062 | 657 | 486 | 1,143 | |||||||||||||||||||||||||||||
During the 13 weeks ended August 1, 2026, we opened 34 stores and closed 88 stores. Of the 88 store closures, 40 were associated with two multi-campus contracts. Store closures are the result of both lost accounts due to competitive dynamics and proactive decisions to close underperforming stores, including one of the multi-campus contracts referenced above.
Generally, sales are impacted by the net impact of new and closed stores, conversion to BNC First Day® programs, increased campus traffic, and 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 $2.4 million, or 0.8%, to $290.6 million during the 13 weeks ended August 1, 2026 from $288.2 million during the 13 weeks ended August 2, 2025.
•Product sales and other increased by $2.7 million, or 1.0%, to $276.9 million during the 13 weeks ended August 1, 2026 from $274.2 million during the 13 weeks ended August 2, 2025.
◦Course material product sales increased by $2.2 million, or 1.3%, to $180.4 million during the 13 weeks ended August 1, 2026, compared with $178.2 million in the prior-year period. The increase was related to higher
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comparable store sales, primarily due to growth in our BNC First Day® programs, partially offset by the net impact of new and closed stores.
◦General merchandise product net sales increased by $1.6 million, or 2.1%, to $76.0 million, compared with $74.4 million in the prior-year period, primarily due to higher supply and graduation product sales, partially offset by lower emblematic product sales. Gross Comparable Store Sales for general merchandise increased by $3.2 million, or 3.0%, compared with the prior-year period, as discussed below.
◦Service and other revenue decreased by $1.1 million, or 5.1%, to $20.4 million, compared with $21.5 million in the prior-year period, primarily due to lower liquidation sales.
•Rental income for course materials decreased by approximately $0.2 million, or 1.8%, to $13.7 million during the 13 weeks ended August 1, 2026, from $14.0 million during the 13 weeks ended August 2, 2025, primarily due to closed stores, the timing of deferred rental revenue and the continued 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 Gross Comparable Store Sales for course materials was primarily due to growth in BNC First Day® affordable access programs, partially offset by declines in a la carte courseware sales. The increase in Gross Comparable Store Sales for general merchandise was primarily due to higher supply and graduation product sales.
Gross Comparable Store Sales variances by category for the 13 week periods are as follows:
| 13 weeks ended | |||||||||||||||||||||||
| Dollars in millions | August 1, 2026 | August 2, 2025 | |||||||||||||||||||||
| Textbooks (Course Materials) | $ | 7.5 | 4.1 | % | $ | 36.7 | 24.1 | % | |||||||||||||||
| General Merchandise | 3.2 | 3.0 | % | (2.1) | (1.8) | % | |||||||||||||||||
| Total Gross Comparable Store Sales | $ | 10.7 | 3.7 | % | $ | 34.6 | 13.0 | % | |||||||||||||||
Cost of Sales and Gross Margin
Our cost of sales decreased as a percentage of sales to 80.4% during the 13 weeks ended August 1, 2026 compared to 80.8% during the 13 weeks ended August 2, 2025. Our gross margin increased by $1.7 million, or 3.0%, to $57.0 million, or 19.6% of sales, during the 13 weeks ended August 1, 2026 from $55.4 million, or 19.2% of sales during the 13 weeks ended August 2, 2025.
The following table summarizes the cost of sales:
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| 13 weeks ended | |||||||||||||||||||||||
| Dollars in thousands | August 1, 2026 | % of Related Sales | August 2, 2025 | % of Related Sales | |||||||||||||||||||
| Product and other cost of sales | $ | 226,783 | 81.9 | % | $ | 225,363 | 82.2 | % | |||||||||||||||
| Rental cost of sales | 6,765 | 49.3 | % | 7,420 | 53.1 | % | |||||||||||||||||
| Total Cost of Sales | $ | 233,548 | 80.4 | % | $ | 232,783 | 80.8 | % | |||||||||||||||
The following table summarizes gross margin:
| 13 weeks ended | |||||||||||||||||||||||
| Dollars in thousands | August 1, 2026 | % of Related Sales | August 2, 2025 | % of Related Sales | |||||||||||||||||||
| Gross Margin | $ | 57,047 | 19.6 | % | $ | 55,377 | 19.2 | % | |||||||||||||||
For the 13 weeks ended August 1, 2026, gross margin as a percentage of sales increased primarily due to lower contract costs as a percentage of sales related to our college and university contracts, reflecting the shift to digital and BNC First Day® programs and the non-renewal of lower-profitability contracts, partially offset by lower margin rates related to liquidation sales and rental rates.
Selling and Administrative Expenses
| 13 weeks ended | |||||||||||||||||||||||
| Dollars in thousands | August 1, 2026 | % of Sales | August 2, 2025 | % of Sales | |||||||||||||||||||
| Total Selling and Administrative Expenses | $ | 67,316 | 23.2% | $ | 67,861 | 23.5% | |||||||||||||||||
During the 13 weeks ended August 1, 2026, selling and administrative expenses decreased by $(0.5) million, or (0.8)%, to $67.3 million from $67.9 million during the 13 weeks ended August 2, 2025. This decrease was primarily due to lower operating expenses, including lower technology expenses and service charges, partially offset by incremental bad debt expense.
Depreciation and Amortization Expense
| 13 weeks ended | |||||||||||||||||||||||
| Dollars in thousands | August 1, 2026 | % of Sales | August 2, 2025 | % of Sales | |||||||||||||||||||
| Total Depreciation and Amortization Expense | $ | 8,151 | 2.8% | $ | 9,185 | 3.2% | |||||||||||||||||
Depreciation and amortization expense decreased by $1.0 million, to $8.2 million during the 13 weeks ended August 1, 2026 from $9.2 million during the 13 weeks ended August 2, 2025. The decrease was primarily attributable to lower depreciation expense associated with stores closed subsequent to the first quarter of fiscal 2026, partially offset by accelerated depreciation on fixtures and leasehold improvements associated with stores closed or identified for closure during the current period.
Other (income) expense
During the 13 weeks ended August 1, 2026, we recognized other income totaling $1.2 million, comprised primarily of a $1.7 million cash receipt from the release of funds previously held in escrow, offset by $0.5 million of legal and professional fees.
During the 13 weeks ended August 2, 2025, we recognized other expenses totaling $1.5 million, primarily comprised of Investigation related costs.
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Operating Income (Loss)
| 13 weeks ended | |||||||||||||||||||||||
| Dollars in thousands | August 1, 2026 | % of Sales | August 2, 2025 | % of Sales | |||||||||||||||||||
| Total Operating Income (Loss) | $ | (17,258) | (5.9)% | $ | (23,166) | (8.0)% | |||||||||||||||||
Our operating loss was $17.3 million during the 13 weeks ended August 1, 2026, compared to operating loss of $23.2 million during the 13 weeks ended August 2, 2025. The decrease in operating loss is due to the matters discussed above.
Interest Expense, Net
| 13 weeks ended | |||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
| Interest Expense, Net | $ | 2,718 | $ | 3,745 | |||||||
Net interest expense decreased by $(1.0) million to $2.7 million during the 13 weeks ended August 1, 2026 from $3.7 million during the 13 weeks ended August 2, 2025. Interest expense decreased primarily due to lower borrowings.
Income Tax (Benefit) Expense
| 13 weeks ended | |||||||||||||||||||||||
| Dollars in thousands | August 1, 2026 | Effective Rate | August 2, 2025 | Effective Rate | |||||||||||||||||||
| Income Tax Benefit | $ | (7,062) | 35.4% | $ | (8,640) | 32.1% | |||||||||||||||||
We recorded an income tax benefit of $7.1 million on pre-tax loss of $(20.0) million during the 13 weeks ended August 1, 2026, which represented an effective income tax rate of 35.4% and we recorded an income tax expense of $(8.6) million on a pre-tax loss of $(26.9) million during the 13 weeks ended August 2, 2025, which represented an effective income tax rate of 32.1%. The effective tax rate for the 13 weeks is higher than the prior year comparable period due to the IRC 382 limitation on attribute utilization, increased projections of taxable income.
Net Loss
| 13 weeks ended | |||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
Net Loss | $ | (12,914) | $ | (18,271) | |||||||
As a result of the factors discussed above, net loss was $(12.9) million during the 13 weeks ended August 1, 2026, compared with net loss of $(18.3) million during the 13 weeks ended August 2, 2025.
Use of Non-GAAP Measures - Adjusted Net Income (Loss), Adjusted EBITDA, and Adjusted Free Cash Flow
To supplement our results prepared in accordance with generally accepted accounting principles (“GAAP”), we present certain non-GAAP financial measures, including Adjusted Net Income (Loss), Adjusted EBITDA, and Adjusted Free Cash Flow. These measures are "non-GAAP financial measures" as defined in Regulation G of the Securities Exchange Act of 1934 and Item 10(e) of Regulation S-K.
We define Adjusted Net Income (Loss) as net income (loss), the most directly comparable GAAP measure, adjusted for certain reconciling items that are subtracted from or added to net income (loss). We define Adjusted EBITDA as net income (loss), the most directly comparable GAAP measure, plus (1) depreciation and amortization; (2) interest expense (3) income taxes, (4) stock compensation, and (5) certain other non-cash or non-recurring items, and other adjustments permitted under our credit agreement. We define Adjusted Free Cash Flow as cash flows from operating activities, the most directly comparable GAAP measure, less capital expenditures, cash interest and cash taxes.
We consistently calculate these non-GAAP measures using the same methodology each period. Management uses these measures as internal performance metrics to evaluate results at the consolidated level, to plan and forecast performance, to allocate capital, and in connection with performance incentive plans. The Board of Directors and management also use Adjusted EBITDA as one of the primary tools for assessing operating performance and determining capital allocation. We
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believe that Adjusted Free Cash Flow provides useful additional information about liquidity, including cash available for debt service, working capital requirements, and strategic investments.
We encourage investors to review our condensed consolidated financial statements included elsewhere in this Form 10-Q. Reconciliations of Adjusted Net Income (Loss) to net income (loss), Adjusted EBITDA to net income (loss), and Adjusted Free Cash flow to cash flow from operating activities, the most directly comparable financial measure presented in accordance with GAAP, set forth in the tables below. All of the items included in the reconciliations below are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.
These non-GAAP financial measures are not intended as substitutes for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, our definitions of these non-GAAP financial measures may differ from those used by other companies, limiting comparability.
For a discussion regarding the Seasonality of our business, see Management Discussion and Analysis - Seasonality discussion above.
Adjusted Net Income (Loss)
| 13 weeks ended | |||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
Net loss | $ | (12,914) | $ | (18,271) | |||||||
Reconciling items (below) | (214) | 2,487 | |||||||||
Adjusted Net Loss | $ | (13,128) | $ | (15,784) | |||||||
| Reconciling items | |||||||||||
| Other (income) expense | (1,298) | (49) | |||||||||
Stock-based compensation expense | 1,084 | 2,536 | |||||||||
Reconciling items | $ | (214) | $ | 2,487 | |||||||
Adjusted EBITDA
| 13 weeks ended | |||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
Net loss | $ | (12,914) | $ | (18,271) | |||||||
| Add: | |||||||||||
| Depreciation and amortization expense | 8,151 | 9,185 | |||||||||
| Interest expense, net | 2,718 | 3,745 | |||||||||
Income tax (benefit) expense | (7,062) | (8,640) | |||||||||
Other (income) expense, net of Investigation expenses(a) | (1,298) | (49) | |||||||||
Stock-based compensation expense | 1,084 | 2,536 | |||||||||
Adjusted EBITDA | $ | (9,321) | $ | (11,494) | |||||||
(a) Other (income) expense is exclusive of Investigation costs of $0.1 million incurred during 13 weeks ended August 1, 2026
and $1.5 million for the 13 weeks ended August 2, 2025.
32
Adjusted Free Cash Flow
| 13 weeks ended | |||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
| Adjusted EBITDA | $ | (9,321) | $ | (11,494) | |||||||
| Less: | |||||||||||
Capital expenditures (a) | 3,529 | 3,736 | |||||||||
| Cash interest | 1,664 | 2,927 | |||||||||
| Cash taxes | 255 | 185 | |||||||||
Adjusted Free Cash Flow | $ | (14,769) | $ | (18,342) | |||||||
(a) 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 Expenditures | 13 weeks ended | ||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | |||||||||
| Physical store capital expenditures | $ | 2,727 | $ | 2,201 | |||||||
| Product and system development | 722 | 1,400 | |||||||||
| Other | 80 | 135 | |||||||||
| Total Capital Expenditures | $ | 3,529 | $ | 3,736 | |||||||
Liquidity and Capital Resources
Our primary sources of cash are net cash flows from operating activities, funds available under our 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 purchase textbooks for the upcoming Fall and Spring semesters, respectively. As of August 1, 2026, we had $21.5 million of cash on hand, including $13.7 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.
Dividends
On June 24, 2026, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of $0.08 per share of common stock outstanding, which was paid on July 30, 2026 to the holders of record as of July 16, 2026. Because our retained earnings reflected an accumulated deficit as of May 2, 2026, the $2.8 million dividend paid on July 30, 2026 was recorded as a reduction of additional paid-in capital rather than accumulated deficit. The payment, amount and timing of future dividends remain within the discretion of our Board of Directors and will depend on our results of operations, financial condition, cash requirements, and other factors.
We believe that our future cash from operations, access to borrowings under the Credit Facility Refinancing, 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.
33
Liquidity
Sources and Uses of Cash Flows
| 13 weeks ended | ||||||||||||||
| Dollars in thousands | August 1, 2026 | August 2, 2025 | ||||||||||||
| Net cash flows used in operating activities | $ | (52,869) | $ | (67,603) | ||||||||||
| Net cash flows used in investing activities | (3,529) | (3,736) | ||||||||||||
| Net cash flows provided by financing activities | 49,725 | 65,000 | ||||||||||||
| Net change in cash, cash equivalents, and restricted cash | $ | (6,673) | $ | (6,339) | ||||||||||
As of August 1, 2026 and August 2, 2025, we had restricted cash of $13.7 million and $15.0 million, respectively, comprised of $11.4 million and $12.7 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 $2.4 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
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 program 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 program 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. 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 during the 13 weeks ended August 1, 2026 were $(52.9) million compared to $(67.6) million during the 13 weeks ended August 2, 2025. The decrease in cash flows used in operating activities of $14.7 million was primarily due to cash benefit from lower textbook inventory offset by the timing of payables to vendors for inventory purchases and expenses.
Cash Flow from Investing Activities
Cash flows used in investing activities remained relatively consistent during the 13 weeks ended August 1, 2026 and August 2, 2025, respectively.
Cash Flow from Financing Activities
Cash flows provided by financing activities during the 13 weeks ended August 1, 2026 were $49.7 million compared to $65.0 million during the 13 weeks ended August 2, 2025. The decrease of $(15.3) million is primarily related to lower net borrowings required for the 13 weeks ended August 1, 2026 of $(14.4) million.
Capital Resources
Financing Arrangements
As of August 1, 2026, the Company’s revolving credit facility had a maximum borrowing capacity of $325 million with no borrowing base or collateral limitations, subject to compliance with applicable covenants with $123.5 million outstanding.
Share Repurchases
During the 13 weeks ended August 1, 2026 and August 2, 2025 we did not repurchase any of our Common Stock under the stock repurchase program. As of August 1, 2026, approximately $26.7 million remains available under the stock repurchase program.
Critical Accounting Estimates
Our policies regarding the use of estimates and other critical accounting policies are consistent with the disclosures in Part
34
II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in our Form 10-K for the fiscal year ended May 2, 2026.
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 ineffective at the reasonable assurance level as of August 1, 2026, due to the material weaknesses in internal control over financial reporting related to our control environment, risk assessment, information and communication, monitoring, and multiple control activities as previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K and continue to exist as of August 1, 2026.
Notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer have determined, that the condensed consolidated financial statements included in this Form 10-Q fairly represent in all material respects the financial condition, results of operations and cash flows of the Company as of, and for the periods presented in accordance with U.S. generally accepted accounting principles.
Remediation Update
As previously described in Item 9A of our Form 10-K, the Company began implementing a remediation plan to address the material weaknesses mentioned above including enhancing our manual journal entry process and our IT user access review controls, identifying IPE and key reports and ensuring their accuracy and completeness, executing enhanced procedures for the review of non-routine transactions, and reinforcing the importance of the account reconciliation process and defining the related success criteria. In addition, the Company continues to focus on ensuring clear roles and responsibilities over financial oversight are communicated and documented, accounting policies and procedures are compiled and stored centrally, and training on accounting controls and ethics are deployed.
Other than with respect to the remediation efforts described above, management has not identified any changes in the Company’s internal control over financial reporting that occurred during the first quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
35
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
There have been no material changes, during the 13 weeks ended August 1, 2026 to the risk factors discussed in Part I - Item 1A. Risk Factors in our Form 10-K.
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 terminated
36
Item 6. Exhibits
31.1 * | ||||||||
31.2 * | ||||||||
32.1 ** | ||||||||
32.2 ** | ||||||||
| 101.INS | XBRL 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.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover 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.
37
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 executive officer) | |||||||||||
| By: | /s/ Jason Snagusky | ||||||||||
Jason Snagusky | |||||||||||
| Chief Financial Officer | |||||||||||
| (principal financial officer) | |||||||||||
September 8, 2026
38
Exhibit 31.1
CERTIFICATION BY THE
CHIEF EXECUTIVE OFFICER PURSUANT TO
17 CFR 240.13a-14(a)/15(d)-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Shar, certify that:
1.I have reviewed this report on Form 10-Q for the quarterly period ended August 1, 2026 of Barnes & Noble Education, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 8, 2026
| By: | /s/ Jonathan Shar | |||||||||||||
| Jonathan Shar | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| Barnes & Noble Education, Inc. | ||||||||||||||
Exhibit 31.2
CERTIFICATION BY THE
CHIEF FINANCIAL OFFICER PURSUANT TO
17 CFR 240.13a-14(a)/15(d)-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jason Snagusky, certify that:
1.I have reviewed this report on Form 10-Q for the quarterly period ended August 1, 2026 of Barnes & Noble Education, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 8, 2026
| By: | /s/ Jason Snagusky | |||||||||||||
| Jason Snagusky | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| Barnes & Noble Education, Inc. | ||||||||||||||
Exhibit 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
In connection with the quarterly report of Barnes & Noble Education, Inc. (the “Company”) on Form 10-Q for the period ended August 1, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Shar, Chief Executive Officer of the Company, certify, to the best of my knowledge, 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, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Jonathan Shar | ||||||||
| Jonathan Shar | ||||||||
| Chief Executive Officer | ||||||||
| Barnes & Noble Education, Inc. | ||||||||
| September 8, 2026 | ||||||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 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
In connection with the quarterly report of Barnes & Noble Education, Inc. (the “Company”) on Form 10-Q for the period ended August 1, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason Snagusky, Chief Financial Officer of the Company, certify, to the best of my knowledge, 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, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Jason Snagusky | ||||||||
| Jason Snagusky | ||||||||
| Chief Financial Officer | ||||||||
| Barnes & Noble Education, Inc. | ||||||||
| September 8, 2026 | ||||||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.