-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HkO3SyWCTuy97Ww0KOqDOcmnW2qnnWi+lLVBjixjxon6SnDn1IdUTwUkjXOOsB9y fLGwrWAKBvGNk8ziP2A+tw== 0001157523-07-005577.txt : 20070524 0001157523-07-005577.hdr.sgml : 20070524 20070524093450 ACCESSION NUMBER: 0001157523-07-005577 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070523 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070524 DATE AS OF CHANGE: 20070524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 07875449 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 8-K 1 a5411085.txt BARNES & NOBLE INC. 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 24, 2007 ------------------------------- BARNES & NOBLE, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 633-3300 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On May 24, 2007, Barnes & Noble, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended May 5, 2007 (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company's financial results shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated May 24, 2007 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. BARNES & NOBLE, INC. (Registrant) By: /s/Joseph J. Lombardi ------------------------------ Joseph J. Lombardi Chief Financial Officer Date: May 24, 2007 Barnes & Noble, Inc. EXHIBIT INDEX Exhibit Number Description 99.1 Press Release of Barnes & Noble, Inc., dated May 24, 2007 EX-99.1 2 a5411085ex991.txt EXHIBIT 99.1 Exhibit 99.1 Barnes & Noble Reports First Quarter Financial Results: Exceeds Earnings Per Share Guidance Declares Quarterly Dividend NEW YORK--(BUSINESS WIRE)--May 24, 2007--Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today reported sales and earnings for the first quarter ended May 5, 2007. In addition, the company also announced that its Board of Directors declared a quarterly cash dividend of $0.15 per share for stockholders of record at the close of business on June 8, 2007, payable on June 29, 2007. Sales for the first quarter increased 3% to $1.1 billion. Barnes & Noble store sales increased 3.3% to $1.0 billion, with comparable store sales increasing 1.7% for the quarter. Barnes & Noble.com sales were $93.8 million for the quarter, an 8.0% comparable sales increase compared to the prior year period. Bestselling titles during the quarter included Rhonda Byrne's The Secret, Chris Bohjalian's The Double Bind, Mohsin Hamid's The Reluctant Fundamentalist, Giada de Laurentiis' Everyday Pasta and Mary Higgins Clark's I Heard That Song Before. First quarter losses were $1.7 million or $0.03 per share, better than the company's guidance for a loss of $0.08 to $0.12 per share. The company's store opening and store closing schedule for 2007 has been adjusted and, as a result, certain expenses, amounting to $0.03 per share, which were planned for the first quarter are now expected to be incurred in the second and third quarters, and is reflected in the guidance below. Excluding charges of $0.06 per share associated with the closing of the company's Internet distribution center and $0.07 per share for expenses associated with the review of its stock option practices, first quarter net earnings were $6.8 million or $0.10 per share. In the first quarter of 2007, the company acquired 0.7 million shares for $27.9 million under its share repurchase program. "The first quarter of 2007 is the first non-holiday period impacted by the new, lower prices to Members that we introduced last October," said Steve Riggio, Chief Executive Officer. "As expected, our gross margin declined due to greater discounts given to existing Members and from greater usage, as the size of our Member base continues to grow. The first quarter also had one of the better hardcover new release schedules in some time, which brought our comps into positive territory and helped Internet sales grow." GUIDANCE For the second quarter, the company expects comparable store sales at Barnes & Noble stores to increase in the low to mid-single digits, reflecting the additional sales volume expected with the July 21st release of Harry Potter and the Deathly Hallows. For the full year, the company continues to expect comparable store sales to be flat to slightly positive. Barnes & Noble, Inc.'s second quarter earnings per share is expected to be in a range of $0.08 to $0.12. For the full year, the company continues to expect earnings per share to be in a range of $1.49 to $1.67, or $1.67 to $1.81 excluding charges associated with the closing of the company's Internet distribution center ($0.06 per share) and expenses associated with the company's review of its stock option practices ($0.08 to $0.12 per share). As of May 5, 2007, the company operated 696 Barnes & Noble stores and 97 B. Dalton stores. During the first quarter, four Barnes & Noble stores were opened and three were closed. B. Dalton closed one store during the quarter. A conference call with Barnes & Noble, Inc.'s senior management will be webcast beginning at 10:00 A.M. ET on Thursday, May 24, 2007, and is accessible at www.barnesandnobleinc.com/webcasts. The call will also be archived at www.fulldisclosure.com for one year. Barnes & Noble, Inc. will report second quarter earnings on or about August 23, 2007. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller and a Fortune 500 company, operates 793 bookstores in 50 states. For the fifth year in a row, the company is the nation's top retail brand for quality, according to the EquiTrend(R) Brand Study by Harris Interactive(R). Barnes & Noble conducts its online business through Barnes & Noble.com (www.bn.com), one of the Web's largest e-commerce sites and the number one online bookseller for quality among e-commerce companies, according to the latest EquiTrend survey. General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate website: www.barnesandnobleinc.com. SAFE HARBOR This press release contains "forward-looking statements." Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, the results of the internal review of the company's stock option practices and the related inquiries by the Securities and Exchange Commission and the U.S. Department of Justice and related stockholder derivative lawsuits, general economic and market conditions, decreased consumer demand for the company's products, possible disruptions in the company's computer or telephone systems, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company's online and other initiatives, the successful integration of acquired businesses, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, product shortages, and other factors which may be outside of the company's control. Please refer to the company's annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. BARNES & NOBLE, INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except per share data) - ---------------------------------------------------------------------- 13 weeks ended 13 weeks ended -------------- -------------- May 5, 2007 April 29, 2006 -------------- -------------- Sales $ 1,145,395 1,114,735 Cost of sales and occupancy 811,364 775,985 -------------- -------------- Gross profit 334,031 338,750 -------------- -------------- Selling and administrative expenses 295,208 281,142 Depreciation and amortization 45,508 40,555 Pre-opening expenses 1,034 3,280 -------------- -------------- Operating profit (loss) (7,719) 13,773 Interest income, net 3,138 1,510 -------------- -------------- Income (loss) before taxes and minority interest (4,581) 15,283 Income taxes (1,832) 6,228 -------------- -------------- Income (loss) before minority interest (2,749) 9,055 Minority interest 1,078 936 -------------- -------------- Net income (loss) $ (1,671) 9,991 ============== ============== Income (loss) per common share: Basic $ (0.03) 0.15 Diluted $ (0.03) 0.14 Weighted average common shares outstanding Basic 65,209 65,745 Diluted 65,209 70,100 Percentage of sales: Sales 100.0% 100.0% Cost of sales and occupancy 70.8% 69.6% -------------- -------------- Gross profit 29.2% 30.4% -------------- -------------- Selling and administrative expenses 25.8% 25.2% Depreciation and amortization 4.0% 3.6% Pre-opening expenses 0.1% 0.3% -------------- -------------- Operating profit (loss) -0.7% 1.2% Interest income, net 0.3% 0.1% -------------- -------------- Income (loss) before taxes and minority interest -0.4% 1.4% Income taxes -0.2% 0.6% -------------- -------------- Income (loss) before minority interest -0.2% 0.8% Minority interest 0.1% 0.1% -------------- -------------- Net income (loss) -0.1% 0.9% ============== ============== BARNES & NOBLE, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except per share data) - ---------------------------------------------------------------------- May 5, April 29, February 3, 2007 2006 2007 ----------- ------------ ----------- ASSETS Current assets: Cash and cash equivalents $ 120,676 57,616 348,767 Receivables, net 103,167 97,288 100,467 Merchandise inventories 1,378,186 1,366,480 1,354,580 Prepaid expenses and other current assets 124,188 77,087 118,626 ----------- ------------ ----------- Total current assets 1,726,217 1,598,471 1,922,440 ----------- ------------ ----------- Property and equipment: Land and land improvements 3,247 3,247 3,247 Buildings and leasehold improvements 991,706 983,603 990,058 Fixtures and equipment 1,306,701 1,199,796 1,310,026 ----------- ------------ ----------- 2,301,654 2,186,646 2,303,331 Less accumulated depreciation and amortization 1,513,775 1,392,324 1,497,275 ----------- ------------ ----------- Net property and equipment 787,879 794,322 806,056 ----------- ------------ ----------- Goodwill 258,619 262,681 259,683 Intangible assets, net 90,541 93,110 91,176 Deferred taxes 104,555 114,720 104,103 Other noncurrent assets 14,230 24,325 13,340 ----------- ------------ ----------- Total assets $2,982,041 2,887,629 3,196,798 =========== ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 752,017 768,591 792,977 Accrued liabilities 558,129 540,544 704,021 ----------- ------------ ----------- Total current liabilities 1,310,146 1,309,135 1,496,998 ----------- ------------ ----------- Deferred taxes 160,273 157,344 160,273 Other long-term liabilities 364,739 363,294 364,002 Minority interest 8,750 9,121 10,660 Shareholders' equity: Common stock; $.001 par value; 300,000 shares authorized; 85,113, 84,180 and 84,608 shares issued, respectively 85 84 85 Additional paid-in capital 1,181,925 1,116,859 1,169,167 Accumulated other comprehensive loss (6,979) (8,965) (7,086) Retained earnings 588,739 512,617 600,404 Treasury stock, at cost, 20,213, 18,843 and 19,520 shares, respectively (625,637) (571,860) (597,705) ----------- ------------ ----------- Total shareholders' equity 1,138,133 1,048,735 1,164,865 ----------- ------------ ----------- Commitments and contingencies - - - ----------- ------------ ----------- Total liabilities and shareholders' equity $2,982,041 2,887,629 3,196,798 =========== ============ =========== CONTACT: Barnes & Noble, Inc. Media: Mary Ellen Keating, 212-633-3323 Senior Vice President Corporate Communications or Investors: Joseph J. Lombardi, 212-633-3215 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----