EX-99.2 3 exhibit99220260131q326earn.htm EX-99.2 Document
Exhibit 99.2
BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
 
13 weeks ended39 weeks ended
January 31,
2026
January 25,
2025
January 31, 2026January 25, 2025
Sales:As RestatedAs Restated
Product sales and other$471,825 $419,663 $1,344,215 $1,230,263 
Rental income43,267 43,162 103,451 98,115 
Total sales515,092 462,825 1,447,666 1,328,378 
Cost of sales (exclusive of depreciation and amortization expense):
Product and other cost of sales 394,782 343,559 1,109,131 1,005,970 
Rental cost of sales24,212 25,516 57,223 55,185 
Total cost of sales418,994 369,075 1,166,354 1,061,155 
Gross profit96,098 93,750 281,312 267,223 
Selling and administrative expenses72,551 71,561 217,714 211,524 
Depreciation and amortization expense7,427 7,827 24,237 29,440 
Impairment loss (non-cash) (a)
456 1,713 456 1,713 
Other expense1,043 (6,268)6,654 (2,800)
Operating income14,621 18,917 32,251 27,346 
Loss on extinguishment of debt (a)
— — — 55,233 
Interest expense, net 4,884 5,083 12,514 18,164 
Income (loss) before income taxes9,737 13,834 19,737 (46,051)
Income tax expense3,082 (4,108)6,349 (3,230)
Net income (loss)$6,655 $17,942 $13,388 $(42,821)
Income (loss) per Common Stock:
Basic:
Total Basic Income (loss) per share$0.19 $0.59 $0.39 $(1.82)
Weighted average common shares outstanding - Basic34,450,101 30,507,723 34,290,185 23,515,188 
Diluted:
Total Diluted Income (loss) per share$0.19 $0.59 $0.39 $(1.82)
Weighted average common shares outstanding - Diluted34,663,763 30,642,958 34,599,168 23,515,188 
(a)     For additional information, see the Notes in the Non-GAAP disclosure information of this Press Release.















13 weeks ended39 weeks ended
January 31,
2026
January 25,
2025
January 31, 2026January 25, 2025
As RestatedAs Restated
Percentage of sales:
Sales:
Product sales and other91.6 %90.7 %92.9 %92.6 %
Rental income8.4 %9.3 %7.1 %7.4 %
Total sales100.0 %100.0 %100.0 %100.0 %
Cost of sales (exclusive of depreciation and amortization expense):
Product and other cost of sales (a)
83.7 %81.9 %82.5 %81.8 %
Rental cost of sales (a)
56.0 %59.1 %55.3 %56.2 %
Total cost of sales81.3 %79.7 %80.6 %79.9 %
Gross profit18.7 %20.3 %19.4 %20.1 %
Selling and administrative expenses14.1 %15.5 %15.0 %15.9 %
Depreciation and amortization expense1.4 %1.7 %1.7 %2.2 %
Impairment loss (non-cash)0.1 %0.4 %— %0.1 %
Other expense0.2 %(1.4)%0.5 %(0.2)%
Operating income2.9 %4.1 %2.2 %2.1 %
(a)     Represents the percentage these costs bear to the related sales, instead of total sales.



BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
January 31,
2026
May 3,
2025
ASSETS
Current assets:
Cash and cash equivalents$10,139 $9,058 
Receivables, net416,425 98,077 
Merchandise inventories, net329,425 299,562 
Textbook rental inventories43,662 26,439 
Prepaid expenses and other current assets26,095 32,249 
Total current assets825,746 465,385 
Property and equipment, net37,182 40,229 
Operating lease right-of-use assets180,535 183,695 
Intangible assets, net67,924 78,241 
Other noncurrent assets18,921 22,735 
Total assets$1,130,308 $790,285 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$319,236 $148,848 
Accrued liabilities186,919 65,853 
Current operating lease liabilities73,653 64,524 
Total current liabilities579,808 279,225 
Long-term deferred taxes, net85 1,135 
Long-term operating lease liabilities103,959 115,495 
Other long-term liabilities18,082 19,142 
Long-term borrowings 138,400 103,100 
Total liabilities840,334 518,097 
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value; authorized, 5,000,000 shares; issued and outstanding, none— — 
Common stock, $0.01 par value; authorized, 200,000,000 shares; issued, 34,321,836 and 34,081,114 shares, respectively; outstanding, 34,294,569 and 34,053,847 shares, respectively343 341 
Additional paid-in-capital1,011,370 1,006,974 
Accumulated deficit(699,183)(712,571)
Treasury stock, at cost(22,556)(22,556)
Total stockholders' equity289,974 272,188 
Total liabilities and stockholders' equity$1,130,308 $790,285 










BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flow
(In thousands)
(Unaudited)
39 weeks ended
January 31,
2026
January 25,
2025
As Restated
Cash flows from operating activities:
Net income (loss)$13,388 $(42,821)
Adjustments to reconcile net income (loss) from operations to net cash flows from operating activities:
Depreciation and amortization expense24,237 29,440 
Amortization of deferred financing costs2,747 4,248 
Impairment loss (non-cash)456 1,713 
Loss on extinguishment of debt— 55,233 
Deferred taxes(1,050)2,960 
Pension adjustments— — 
Stock-based compensation expense5,191 2,953 
Changes in operating lease right-of-use assets and liabilities624 (322)
Changes in other long-term assets and liabilities, net1,031 (6,006)
Changes in other operating assets and liabilities, net:
Receivables, net(318,348)(244,681)
Merchandise inventories, net(29,863)17,212 
Textbook rental inventories(17,223)(8,041)
Prepaid expenses and other current assets(5,273)(5,535)
Accounts payable and accrued liabilities293,331 55,610 
Changes in other operating assets and liabilities(77,376)(185,435)
Net cash flows used in operating activities$(30,752)$(138,037)
Cash flows from investing activities:
Purchases of property and equipment$(11,781)$(9,790)
Net change in other noncurrent assets— 792 
Net cash flows used in investing activities$(11,781)$(8,998)
Cash flows from financing activities:
Proceeds from borrowings$604,000 $667,355 
Repayments of borrowings(568,700)(691,121)
Proceeds from Private Equity Investment— 50,000 
Proceeds from Rights Offering— 45,000 
Proceeds from sales of Common Stock under ATM facility, net of commissions— 78,450 
Payment of equity issuance costs(795)(9,724)
Payment of deferred financing costs(1,900)(5,569)
Purchase of treasury shares— (4)
Proceeds from principal stockholder expense reimbursement— 1,190 
Payment of finance lease principal(371)(385)
Net cash flows provided by financing activities$32,234 $135,192 
Net increase (decrease) in cash, cash equivalents and restricted cash$(10,299)$(11,843)
Cash, cash equivalents and restricted cash at beginning of period28,723 28,570 
Cash, cash equivalents, and restricted cash at end of period$18,424 $16,727 



BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES
Non-GAAP Information (a)
(In thousands)
(Unaudited)
Adjusted Net Income (Loss) (a)
13 weeks ended39 weeks ended
January 31, 2026January 25, 2025January 31, 2026January 25, 2025
As RestatedAs Restated
Net income (loss)$6,655 $17,942 $13,388 $(42,821)
Reconciling items (below)1,552 (1,994)5,396 1,866 
Adjusted Net Income (Loss)$8,207 $15,948 $18,784 $(40,955)
Reconciling items
Impairment loss (non-cash) (b)
$456 $1,713 $456 $1,713 
Other (income) expense, net of Investigation expenses222 (6,268)(251)(2,800)
Stock-based compensation expense874 2,561 5,191 2,953 
Reconciling items$1,552 $(1,994)$5,396 $1,866 
Adjusted EBITDA (a)
13 weeks ended39 weeks ended
January 31, 2026January 25, 2025January 31, 2026January 25, 2025
As RestatedAs Restated
Net income (loss)$6,655 $17,942 $13,388 $(42,821)
Add:
Depreciation and amortization expense7,427 7,827 24,237 29,440 
Interest expense, net4,884 5,083 12,514 18,164 
Income tax expense3,082 (4,108)6,349 (3,230)
Impairment loss (non-cash)456 1,713 456 1,713 
Loss on extinguishment of debt— — — 55,233 
Other (income) expense, net of Investigation expenses222 (6,268)(251)(2,800)
Stock-based compensation expense874 2,561 5,191 2,953 
Adjusted EBITDA $23,600 $24,750 $61,884 $58,652 
(a)    For additional information, see "Use of Non-GAAP Financial Information" in the Non-GAAP disclosure information of this Press Release.



Free Cash Flow (non-GAAP) (a)
13 weeks ended39 weeks ended
Dollars in thousandsJanuary 31, 2026January 25, 2025January 31, 2026January 25, 2025
As RestatedAs Restated
Net cash flows (used in) provided by operating activities$(29,388)$(41,945)$(30,752)$(138,037)
Less:
Capital expenditures (b)
3,807 2,772 11,858 9,790 
Cash interest3,656 4,633 9,961 14,499 
Cash taxes1,412 67 1,724 (2,018)
Free Cash Flow (non-GAAP)$(38,263)$(49,417)$(54,295)$(160,308)
(a)    For additional information, see "Use of Non-GAAP Financial Information" in the Non-GAAP disclosure information of this Press Release.
(b)    Purchases of property and equipment are also referred to as capital expenditures. Our investing activities consist principally of capital expenditures for contractual capital investments associated with renewing existing contracts, new store construction, digital initiatives and enhancements to internal systems and our website.
The following table provides the components of total purchases of property and equipment:
Capital Expenditures13 weeks ended39 weeks ended
Dollars in thousandsJanuary 31, 2026January 25, 2025January 31, 2026January 25, 2025
As RestatedAs Restated
Physical store capital expenditures$1,975 $1,219 $7,325 $5,059 
Product and system development1,425 1,378 3,700 4,086 
Other407 175 833 645 
Total Capital Expenditures$3,807 $2,772 $11,858 $9,790 






Use of Non-GAAP Financial Information - Adjusted Income (Loss), Adjusted EBITDA and Adjusted Free Cash Flow
To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company uses the financial measures of Adjusted Income (Loss), Adjusted EBITDA, and Adjusted Free Cash Flow, which are non-GAAP financial measures under Securities and Exchange Commission (the "SEC") regulations. We define Adjusted Income (Loss) as net income (loss) adjusted for certain reconciling items that are subtracted from or added to net income (loss). We define Adjusted EBITDA as net income (loss) plus (1) depreciation and amortization; (2) interest expense, net and (3) income taxes, (4) as adjusted for certain other non-cash or non-recurring items, and adjustments defined in the Company’s credit agreement. We define Adjusted Free Cash Flow as Cash Flows from Operating Activities less capital expenditures, cash interest and cash taxes.
These non-GAAP measures have been reconciled to the most comparable financial measures presented in accordance with GAAP as follows: the reconciliation of Adjusted Income (Loss) to net income (loss); the reconciliation of consolidated Adjusted EBITDA to consolidated net income (loss); and the reconciliation of Adjusted Free Cash Flow to Cash Flows from Operating Activities. All of the items included in the reconciliations are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.
These non-GAAP financial measures are not intended as substitutes for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company's use of these non-GAAP financial measures may be different from similarly named measures used by other companies, limiting their usefulness for comparison purposes.
We review these non-GAAP financial measures as internal measures to evaluate our performance at a consolidated level to manage our operations. We believe that these measures are useful performance measures which are used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that these non-GAAP financial measures provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as they exclude certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA at a consolidated level as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. We believe that the inclusion of Adjusted Income (Loss) and Adjusted EBITDA results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance. We believe that Adjusted Free Cash Flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements and assists investors in their understanding of our operating profitability and liquidity as we manage the business to maximize margin and cash flow.