Barnes & Noble Education, Inc.
For the period ended May 3, 2025. Filed Dec 23, 2025.
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FY2025 · Filed Dec 23, 2025
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Critical Accounting Policies And Estimates
In preparing our consolidated financial statements in accordance with GAAP, we are required to use judgment in making estimates and assumptions that affect the amounts reported in our consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and judgments with respect to certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.
Revenue Recognition and Deferred Revenue
Product sales and rentals
The majority of our revenue is derived from the sale of products through our bookstore locations, including virtual bookstores, and our bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of our products is recognized at the point in time when control of the products is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for the products. For additional information, see Part II - Item 8. Financial Statements and Supplementary Data -Note 4. Revenue.
Retail product 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. 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 the delivery of the digital content as product revenue in our consolidated financial statements. A software feature is embedded within the content of our digital textbooks, such that upon expiration of the term the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, our performance obligation is complete.
Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income in our consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. We offer a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the
customer desires to do so. We record the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, we accelerate any remaining deferred rental revenue at the point of sale.
Revenue recognized for our BNC First Day® offerings is consistent with our policies outlined above for product, digital and rental sales, net of an anticipated opt-out or return provision. Given the growth of BNC First Day programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® affordable access course material 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.
We estimate returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded.
For sales and rentals involving third-party products, we evaluate whether we are acting as a principal or an agent. Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether we control the specified goods or services prior to transferring them to the customer including whether we have the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where we are the principal, we record revenue on a gross basis, and for those transactions where we are an agent to a third-party, we record revenue on a net basis.
The Company recognizes revenue commissions from logo general merchandise sales, which are fulfilled by Lids and Fanatics, on a net basis in our consolidated financial statements.
We do not have gift card or customer loyalty programs. We do not treat any promotional offers as expenses. Sales tax collected from our customers is excluded from reported revenues. Our payment terms are generally 30 days and do not extend beyond one year.
Service and other revenue
Service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within our physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, non-return rental penalty fees, and revenue from other programs.
Merchandise Inventories
Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation.
Cost is determined primarily by the retail inventory method for our retail business. Our textbook and trade book inventories, for our retail and wholesale businesses, are valued using the LIFO method. In Fiscal 2025 we recorded a LIFO adjustment in the amount of $6.4 million. In Fiscal 2024, the LIFO reserve was not material to the recorded amount of our inventories and no such adjustment was made.
Reserves for non-returnable inventory represent write-downs that reduce the cost basis of the asset. These write-downs are based on our history of liquidating non-returnable inventory. Reserve calculations are sensitive to certain assumptions, including markdowns and inventory aging. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions used to calculate the non-returnable inventory reserve. However, if assumptions based on our history of liquidating non-returnable inventory are incorrect, we may be exposed to losses or gains that could be material. A 10% change in actual non-returnable inventory would have affected pre-tax earnings by approximately $5.6 million in Fiscal 2025.
For our physical bookstores, we also estimate and accrue shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions used to calculate shortage rates. However, if our estimates regarding shortage rates are incorrect, we may be exposed to losses or gains that could be material. A change of 10 basis points of actual shortage rates would not have a material impact on pre-tax earnings in Fiscal 2025.
Evaluation of Other Long-Lived Assets Impairment
As of May 3, 2025, our other long-lived assets include property and equipment, operating lease right-of-use assets, and amortizable intangibles of $40.2 million, $183.7 million, and $78.2 million, respectively, on our Consolidated Balance Sheet.
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable and consider market participants in accordance with Accounting Standards Codification (“ASC”) 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. We evaluate the long-lived assets of the reporting units for impairment at the lowest asset group level for which individual cash flows can be identified. When evaluating long-lived assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future undiscounted cash flows. The impairment loss calculation compares the carrying amount of the assets to the fair value based on estimated discounted future cash flows. If required, an impairment loss is recorded for that portion of the asset’s carrying value in excess of fair value.
During Fiscal 2025, we evaluated certain of our store-level long-lived assets for impairment. Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $1.7 million (both pre-tax and after-tax), comprised of $0.3 million, $0.3 million, and $1.1 million of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the Consolidated Statement of Operations.
During Fiscal 2024, we evaluated certain of our store-level long-lived assets for impairment. Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $7.2 million (both pre-tax and after-tax), comprised of $0.4 million, $3.6 million, and $3.2 million of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the Consolidated Statement of Operations.
The fair value of the impaired long-lived assets was determined using an income approach (Level 3 input), using the Company’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations. For additional information, see Part II - Item 8. Financial Statements and Supplementary Data -Note 7. Fair Value Measurements.
The impairment analysis process requires significant estimation to determine recoverability of each asset group and to determine the fair value of asset groups that were not recoverable, as well as the fair values of certain operating right-of-use assets included within the asset groups that were not recoverable. The significant assumptions used included annual revenue growth rates, gross margin rates and the estimated relationship of selling and administrative costs to revenue used to estimate the projected cash-flow directly related to the future operation of the stores as well as the weighted average cost of capital used to calculate the fair value. Significant assumptions used to determine the fair values of certain operating right-of-use assets included the current market rent and discount rate. These assumptions are subjective in nature and are affected by expectations about future market or economic conditions.
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to calculate long-lived asset impairment losses. However, if actual results are not consistent with estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material. A 10% decrease in our estimated discounted cash flows would not have materially affected the results of our operations in Fiscal 2025.
Income Taxes
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax basis and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Financial Accounting Standards Board (FASB) guidance on accounting for income taxes requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience and expectations of future taxable income by taxing jurisdiction, the carryforward periods available to us for tax reporting purposes and other relevant factors. The actual realization of deferred tax assets may differ significantly from the amounts we have recorded.
Recent Accounting Pronouncements
See Part II - Item 8. Financial Statements and Supplementary Data -Note 2. Summary of Significant Accounting Policies - Recent Accounting Pronouncements for information related to new accounting pronouncements.
Restatement of Quarterly (Unaudited) and Annual Financial Information
As explained further in the Explanatory Note at the beginning of this Form 10-K, the Company has restated its previously issued unaudited interim financial statements for the 13 weeks ended July 29, 2023, October 28, 2023, January 27, 2024, July 27, 2024, October 26, 2024 and January 25, 2025 and the audited annual financial statements for the year ended April 27, 2024. Detailed restatements of the Company's consolidated quarterly financial statements are provided in Note 3. Restatement of Previously Issued Audited Consolidated Financial Statementsand Note 21. Restatement of Quarterly Financial Information (Unaudited) in the accompanying notes to the consolidated financial statements.
The following unaudited quarterly and annual statements of operations data for the fiscal year ended April 27, 2024 have been prepared on a basis consistent with our audited annual financial statements included in this Form 10-K and include, in our opinion, all normal recurring adjustments necessary for the fair presentation of the financial information contained in those
statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following should be read in conjunction with our audited financial statements and the related notes included in this Form 10-K.
| 13 weeks ended | ||||
|---|---|---|---|---|
| July 29, 2023 | October 28, 2023 | January 27, 2024 | April 27, 2024 | |
| As Restated | As Restated | As Restated | As Restated | |
| Sales: | ||||
| Product sales and other | $252,650 | $569,698 | $415,375 | $192,733 |
| Rental income | 11,511 | $40,681 | $41,298 | 43,189 |
| Total sales | 264,161 | 610,379 | 456,673 | 235,922 |
| Cost of sales (exclusive of depreciation and amortization expense): | ||||
| Product and other cost of sales | 209,280 | $448,073 | $332,113 | 155,507 |
| Rental cost of sales | 6,676 | $21,609 | $23,959 | 25,005 |
| Total cost of sales | 215,956 | 469,682 | 356,072 | 180,512 |
| Gross profit | 48,205 | 140,697 | 100,601 | 55,410 |
| Selling and administrative expenses | 77,476 | $85,961 | $79,756 | 68,381 |
| Depreciation and amortization expense | 10,253 | $10,175 | $10,148 | 9,984 |
| Impairment loss | — | $— | $5,798 | 1,368 |
| Other (income) expense | 4,633 | $4,274 | $3,413 | 7,089 |
| Operating (loss) income | $(44,157) | $40,287 | $1,486 | $(31,412) |
| Interest expense, net | 8,254 | 10,664 | 10,620 | 10,827 |
| Loss from continuing operations before income taxes | $(52,411) | $29,623 | $(9,134) | $(42,239) |
| Income tax expense (benefit) | 89 | 532 | 487 | (250) |
| Loss from continuing operations | $(52,500) | $29,091 | $(9,621) | $(41,989) |
| Loss from discontinued operations | (417) | (674) | 289 | 72 |
| Net (loss) income | $(52,917) | $28,417 | $(9,332) | $(41,917) |
| As Restated | |
|---|---|
| Sales: | |
| Product sales and other | $1,430,456 |
| Rental income | 136,679 |
| Total sales | 1,567,135 |
| Cost of sales (exclusive of depreciation and amortization expense): | |
| Product and other cost of sales | 1,144,973 |
| Rental cost of sales | 77,249 |
| Total cost of sales | 1,222,222 |
| Gross profit | 344,913 |
| Selling and administrative expenses | 311,574 |
| Depreciation and amortization expense | 40,560 |
| Impairment loss | 7,166 |
| Other expense | 19,409 |
| Operating loss | (33,796) |
| Interest expense, net | 40,365 |
| Loss from continuing operations before income taxes | (74,161) |
| Income tax expense | 858 |
| Loss from continuing operations, net of tax | (75,019) |
| Loss from discontinued operations | (730) |
| Net loss | $(75,749) |
| Loss per share of Common Share | |
| Basic and Diluted | |
| Continuing operations | $(28.18) |
| Discontinued operations | $(0.28) |
| Total Basic and Diluted Net Loss per share | $(28.46) |
| Weighted average shares of common stock outstanding - Basic and Diluted | 2,662,296 |
| 13 weeks ended | |||
|---|---|---|---|
| July 27, 2024 | October 26, 2024 | January 25, 2025 | |
| As Restated | As Restated | As Restated | |
| Sales: | |||
| Product sales and other | $250,926 | $559,674 | $419,663 |
| Rental income | 12,505 | 42,448 | 43,162 |
| Total sales | 263,431 | 602,122 | 462,825 |
| Cost of sales (exclusive of depreciation and amortization expense): | |||
| Product and other cost of sales | 211,385 | 451,026 | 343,559 |
| Rental cost of sales | 7,050 | 22,619 | 25,516 |
| Total cost of sales | 218,435 | 473,645 | 369,075 |
| Gross profit | 44,996 | 128,477 | 93,750 |
| Selling and administrative expenses | 67,023 | 72,940 | 71,561 |
| Depreciation and amortization expense | 13,071 | 8,542 | 7,827 |
| Impairment loss | — | — | 1,713 |
| Other expense (income) | 3,618 | (150) | (6,268) |
| Operating (loss) income | (38,716) | 47,145 | 18,917 |
| Loss on extinguishment of debt | 55,233 | — | — |
| Interest expense, net | 7,618 | 5,463 | 5,083 |
| (Loss) income from continuing operations before income taxes | (101,567) | 41,682 | 13,834 |
| Income tax expense (benefit) | 2,358 | (1,480) | (4,108) |
| Net (loss) income | $(103,925) | $43,162 | $17,942 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.