UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company ☐
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
(a) In connection with the preparation of Barnes & Noble Education, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended April 30, 2022 (the “2022 Form 10-K”), the Company identified out of period adjustments primarily related to income tax benefit related to the recording of an additional deferred tax valuation allowance, and restructuring and other charges related to severance costs, for the 52 weeks ended May 1, 2021, the 13 weeks ended July 31, 2021, the 26 weeks ended October 30. 2021 and the 39 weeks ended January 29, 2022 (the “Non-Reliance Periods”). On June 27, 2022, the Audit Committee of the Board of Directors of the Company, in consultation with management of the Company, concluded that the previously issued consolidated financial statements for the Non-Reliance Periods should be restated with respect to the adjustments described above. Considering such restatement, the financial statements for the Non-Reliance Periods should no longer be relied upon.
The Company expects the foregoing adjustments to result in an increase in its Fiscal Year 2021 reported net loss of $8 million. The foregoing adjustments had no impact on Adjusted EBITDA, cash flows or liquidity of the Company for the Non-Reliance Periods.
The Company does not plan to file amendments to the Company’s previously filed Form 10-Qs and Form 10-K for the restated financials for the Non-Reliance Periods and will include the restated financials in the 2022 Form 10-K, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on June 29, 2022. Investors and others should rely on the financial information and other disclosures regarding the Non-Reliance Periods as disclosed in the upcoming 2022 Form 10-K and in future filings with the SEC (as applicable).
In addition, the Company’s management has concluded that there was a material weakness in internal control over financial reporting relating to the income tax benefit adjustment described above. The Company’s remediation plan with respect to such material weakness will be described in the 2022 Form 10-K.
The Audit Committee discussed the matters disclosed in this Current Report on Form 8-K with the Company’s independent registered public accounting firm, Ernst & Young LLP.
SIGNATURE
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 hereunto duly authorized.
Dated: June 27, 2022
| BARNES & NOBLE EDUCATION, INC. | ||
| By: | /s/ Michael C. Miller | |
| Name: Title: |
Michael C. Miller Executive Vice President, Corporate Development & Affairs and Chief Legal Officer | |
Document and Entity Information |
Jun. 27, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001634117 |
| Document Type | 8-K |
| Document Period End Date | Jun. 27, 2022 |
| Entity Registrant Name | Barnes & Noble Education, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37499 |
| Entity Tax Identification Number | 46-0599018 |
| Entity Address, Address Line One | 120 Mountainview Blvd. |
| Entity Address, City or Town | Basking Ridge |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 07920 |
| City Area Code | (908) |
| Local Phone Number | 991-2665 |
| Written Communications | false |
| Entity Emerging Growth Company | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | BNED |
| Security Exchange Name | NYSE |