Barnes & Noble Education, Inc.

• Company

  • Barnes & Noble Education, Inc. (BNED / “BNC” for Barnes & Noble College) — a U.S.-focused provider of campus retail and course-material solutions.
  • Primary activities:
    • Contract operations of physical and virtual campus bookstores for colleges, universities and K–12 institutions.
    • Wholesale textbook distribution and centralized inventory management/fulfillment (MBS Textbook Exchange).
    • Sale and rental of course materials (new, used, rental, digital), plus emblematic apparel, gifts, trade books, technology, supplies, cafés and convenience items.
    • Point-of-sale and inventory management hardware and software for college bookstores.
    • Operator of Textbooks.com and provider of “BNC First Day®” affordable-access course-material programs (First Day Complete and First Day).
  • Strategic service relationships (service‑provider model):
    • Fanatics and Lids (F/L Relationship) — provide e‑commerce, assortment and logo/emblematic merchandise execution; logo sales fulfilled by Lids/Fanatics are recognized as net commission revenue in BNED’s consolidated statements.
    • VitalSource — digital/content enablement for BNED First Day® programs and a la carte digital sales.

• Scale and footprint (as of May 3, 2025)

  • Total campus stores operated: 1,146 (653 physical campus stores; 493 virtual campus stores).
    • Virtual store split: 304 K–12 virtual stores (62% of virtual) and 189 higher-education virtual stores (38%).
  • Geographic reach: all 50 U.S. states + District of Columbia.
  • Distribution / wholesale capability:
    • Wholesale inventory: ~235,000 unique textbook titles in stock.
    • Central distribution facility capability: capable of processing over 21 million textbooks annually.
    • Distributor / integrator for publisher consignment rental programs (examples cited): McGraw‑Hill consignment rental program (~1,292 titles) and Pearson consignment rental program (~998 titles).
    • Centralized distribution services provided to ~1,333 stores (including retail stores).
  • Customers reached via First Day Complete (Spring 2025 sample):
    • Number of campus stores on First Day Complete: 191 (Spring 2025).
    • Estimated enrollment (for those First Day Complete campuses): ~957,000 students (NCES enrollment figure referenced as of Jan 7, 2025).

• People (as of May 3, 2025)

  • Total regular employees: ~3,559 domestic employees (approx. 2,200 full‑time; remaining regularly scheduled part‑time), plus ~152 full‑time international employees.
  • Store/corporate breakdown of full‑time employees (approx.): 1,392 retail store FTEs; 458 wholesale FTEs; 350 corporate support FTEs.
  • Seasonal/temporary workforce: ~2,300 temporary and seasonal domestic employees during peak periods.
  • Unionization: employees are generally non‑union; one location with 25 employees under a collective bargaining agreement.

• Financials (fiscal year / period presented = fiscal 2025, 53 weeks ended May 3, 2025; fiscal 2024 = 52 weeks ended April 27, 2024)

  • Total sales (fiscal 2025): $1,610,170 thousand (≈ $1.610 billion)
    • Product sales and other: $1,463,245 thousand
    • Rental income: $146,925 thousand
  • BNC First Day® revenue (fiscal 2025): $593.8 million total
    • First Day Complete: $376.3 million
    • First Day: $217.5 million
    • BNC First Day® revenue increase vs prior year: +$119.9 million (+25.3% year‑over‑year)
  • Gross profit (fiscal 2025): $337,804 thousand
  • Operating income (continuing operations, fiscal 2025): $15,924 thousand
  • Net loss from continuing operations (GAAP, fiscal 2025): $(65,825) thousand
    • Loss from continuing operations before income taxes: $(61,569) thousand
    • Income tax expense: $4,256 thousand
  • Adjusted (non‑GAAP) figures called out in filings:
    • Adjusted Net Loss (non‑GAAP, continuing operations): $(61,717) thousand (fiscal 2025)
    • Adjusted EBITDA (non‑GAAP, continuing operations): $59,390 thousand (fiscal 2025)
  • Gross Comparable Store Sales (management metric):
    • Increase of $117.2 million (+7.5%) for the 53 weeks ended May 3, 2025 vs prior year; textbook (course-material) comparable sales +$106.7 million (+10.6%), general‑merchandise comparable sales +$10.5 million (+1.9%).
  • Other reported items, liquidity and financing (selected facts)
    • June 10, 2024 transactions:
      • Gross proceeds from equity transactions: $95.0 million (Private Investment $50.0M + Rights Offering $45.0M); net cash proceeds approx. $85.5M after transaction costs.
      • Term‑Loan lenders converted ~ $34.0M of principal & accrued interest into Common Stock (Term Loan Debt Conversion) — BNED recorded a loss on extinguishment of debt of $55.2M in connection with that conversion.
      • Credit Facility refinance providing access to a $325.0M facility maturing in 2028.
    • ATM offerings (September & December 2024) — net proceeds cited (~$39.2M each), and BNED executed sales under the December ATM in Q3 fiscal 2025.
    • Aggregate market value (reported): approximately $85 million based on $10.18 per share closing price on the NYSE as of Oct 26, 2024.
    • Shares outstanding (reported): 34,053,847 shares of Common Stock as of Nov 19, 2025 (documented date).

• Selected operational / business model notes (as presented)

  • BNC First Day® (affordable access) programs:
    • First Day Complete is institution‑wide (majority of courses) offering physical + digital materials billed as course charges or through tuition; drives higher unit sales and sell‑through where adopted.
    • First Day is course‑by‑course, primarily digital, delivered via the school’s LMS.
    • BNED uses VitalSource technology integrations to support First Day® digital delivery.
  • Store contracts:
    • Physical bookstore management agreements are typically 5‑year terms with renewal options; average relationship tenure ~17 years; many contracts are cancellable by either party with 90–180 days’ notice.
    • Virtual bookstore agreements typically 3–5 years, with automatic renewal provisions.
  • Revenue recognition highlights (as stated):
    • Product sales recognized when customer takes physical possession (in store) or upon delivery (online).
    • Digital textbook revenue recognized upon delivery of content.
    • Rental revenue deferred and recognized over the rental period.
    • BNED acknowledged BNC First Day® timing differences between revenue recognition and cash collections from institutions (collection generally after drop/add dates).
  • Inventory / buyback:
    • “Cash for Books” student buyback program; used inventory supply historically constrained relative to demand.
    • Publishers’ consignment/rental programs affect available used inventory.

• Material corporate / control disclosures (as provided in filing)

  • Restatement: BNED completed an investigation and concluded that prior consolidated financial statements for fiscal 2024 and certain interim periods were not reliable and required restatement related to: unsupported manual journal entries reducing cost of digital sales (employee acted alone; terminated), accounting for certain lease guarantees under ASC 842, aged returned rental textbook inventory write‑offs for fiscal 2019–2024, and one instance of revenue recognition that auto‑reversed. The company restated the affected periods in the fiscal 2025 Form 10‑K.
  • Internal control status: Management concluded BNED’s disclosure controls and procedures and internal control over financial reporting were not effective as of May 3, 2025 and April 27, 2024 due to identified material weaknesses; remediation efforts are underway (as disclosed).
  • Investigation impact on compensation: Compensation Committee suspended vesting of certain performance stock units pending re‑evaluation in light of the restatement; Compensation Recovery Policy applied and committee concluded no obligation to recover performance‑based compensation paid in prior two fiscal years.
  • Regulatory / listing status: BNED has had SEC reporting delays related to the restatement and received notice of noncompliance from the NYSE (filings and remediation in progress).

(End of summary — all items above reflect only information included in the provided Form 10‑K excerpts.)