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Barnes & Noble Education filed an 8-K reporting that its Board has concluded several prior quarterly and annual financial statements should no longer be relied upon and will be restated in its fiscal 2025 Form 10-K. In addition to previously disclosed issues around cost of digital sales, the company identified errors in how it accounted for minimum annual commission guarantees and the timing of commission expense under store operating agreements.
The company expects lease-related corrections to reduce gross profit by $3.1 million for fiscal 2024 and $4.8 million for fiscal 2025, with period-by-period increases and decreases, and to record a cumulative $23.1 million adjustment to retained earnings in the fiscal 2024 opening balance sheet. Management states these lease adjustments change only the timing of expense recognition, without affecting total expense over contract terms, overall profitability, or fiscal 2025 year-end cash and total debt. The Audit Committee’s investigation of digital sales accounting and related controls is complete, and the company has released preliminary, unaudited FY25 and six-month results in a separate press release.
Barnes & Noble Education (BNED): Schedule 13G ownership filing. Springhouse Capital (U.S.), L.P., Springhouse Capital Management, L.P., Springhouse Asset Management LLC, Springhouse Capital Management G.P., LLC, and Brian Gaines reported beneficial ownership in BNED common stock.
The Springhouse entities each reported 1,729,587 shares, representing 5.08% of the class, with shared voting and dispositive power over those shares. Brian Gaines reported an aggregate 1,901,907 shares (including 172,320 shares over which he has sole voting and dispositive power), representing 5.58% of the class. The filing identifies the date of event as 09/30/2025 and certifies the holdings were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.
Barnes & Noble Education, Inc. disclosed that its Audit Committee is conducting an internal investigation related to the recording of cost of digital sales, and the Board has concluded that previously issued financial statements for multiple 2024 and 2025 periods should no longer be relied upon. The company expects to restate those financial statements in its upcoming Annual Report for the year ended May 3, 2025, although the final scope and magnitude of the Restatement remain subject to the ongoing review. The company estimates the investigation will not affect total sales for Q1 fiscal 2026, which it estimates at $288.6 million (an increase of $25.1 million, or 9.5% year-over-year), nor its BNC First Day revenue of $114.3 million (an increase of $33.0 million, or 40.5%). It expects first-quarter net debt of $162.7 million, down $51.0 million from the prior-year quarter, and anticipates compliance with its credit agreement covenants. The company also stated it cannot file its Quarterly Report for the period ended August 2, 2025 by the prescribed due date due to the ongoing work and will file as soon as practicable.
Barnes & Noble Education, Inc. submitted a Form 12b-25 notifying the SEC of a late filing for its Annual Report for the year ended May 3, 2025, and indicating it expects a significant change in results of operations compared with the prior year. The filing incorporates by reference narrative statements about first-quarter fiscal 2026 results and discloses an ongoing internal investigation that may affect timing, amounts and outcomes. The company warns of risks that the investigation, accounting review, or auditor conclusions could delay completion or prevent filing within the 5-calendar-day extension.
Barnes & Noble Education identified errors in prior-period revenue and cost of sales that the Board, on the Audit Committee's recommendation, concluded make certain previously issued financial statements unreliable. The company expects to restate multiple fiscal periods, with specific cost-of-sales adjustments including decreases of $2.5M and $0.7M in selected quarters and increases of $5.7M, $13.1M, $12.4M and $10.5M in other periods. The company also identified $3.5M of sales that did not meet revenue recognition criteria, reducing reported sales and accounts receivable by $3.5M in one quarter. The issues tied to actions by a payment processing employee and led the company to expect to report material weaknesses in internal control.
On August 4, 2025, Barnes & Noble Education, Inc. received a notice of noncompliance from the New York Stock Exchange citing failure to comply with Section 802.01E because it delayed filing its Annual Report for the fiscal year ended May 3, 2025. The NYSE informed the Company that it has until six months from August 1, 2025 to regain compliance by filing the Annual Report with the SEC, and that the NYSE may, in its discretion, grant an additional up to six-month extension or commence delisting proceedings if it deems the circumstances warrant.
The Company previously filed a Form 12b-25 on July 18, 2025, stating an audit committee internal investigation rendered management unable to complete the financial reporting process. The NYSE Notice has no immediate effect on the listing of the Company’s common stock. The Company is working to complete the necessary work and currently anticipates filing the Annual Report within the NYSE cure period.