-----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, GNbryoE8VxnxpUKFe/JL53QvivlovkYvCy9CotDGP+ybphML1CaHybK2gVsB8dtD Sxwn+pCC6rRqKwnlMcTsDw== 0001157523-07-008702.txt : 20070823 0001157523-07-008702.hdr.sgml : 20070823 20070823091451 ACCESSION NUMBER: 0001157523-07-008702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070823 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070823 DATE AS OF CHANGE: 20070823 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: 071074429 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 a5477779.txt BARNES & NOBLE 8-K 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) August 23, 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 (see General Instruction A.2. below): |_| 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 August 23, 2007, Barnes & Noble, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended August 4, 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 (d) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated August 23, 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: August 23, 2007 Barnes & Noble, Inc. EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of Barnes & Noble, Inc., dated August 23, 2007 EX-99.1 2 a5477779ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Barnes & Noble Reports Second Quarter Financial Results: Comparable Store Sales Increase 4.4% Comparable Online Sales Increase 17.9% Declares Quarterly Dividend Business Editors/Retail Writers NEW YORK--(BUSINESS WIRE)--August 23, 2007--Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today reported sales and earnings for the second quarter ended August 4, 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 September 7, 2007, payable on September 28, 2007. Sales for the second quarter increased 7.6% to $1.2 billion. Barnes & Noble store sales increased 7.3% to $1.1 billion, with comparable store sales increasing 4.4% for the quarter. Barnes & Noble.com sales were $97.5 million for the quarter, a 17.9% comparable sales increase compared to the prior year period. Second quarter results were positively impacted by the phenomenal success of J.K. Rowling's Harry Potter and the Deathly Hallows, of which the company sold 1.7 million copies in its stores and 0.4 million copies online through August 4, 2007. Excluding sales from this book, comparable sales increased 1.0% in stores and 7.3% online. Bestselling titles during the quarter also included The Reagan Diaries, Al Gore's The Assault on Reason, Conn and Hal Iggulden's The Dangerous Book for Boys, Walter Isaacson's Einstein, Khaled Hosseini's A Thousand Splendid Suns and Janet Evanovich's Lean Mean Thirteen. Second quarter net earnings were $18.1 million or $0.26 per share. Second quarter results include an $8.0 million or $0.12 per share increase in net earnings resulting primarily from previously unrecognized tax benefits for which the statute of limitations expired in the second quarter. Second quarter results also include a $0.03 per share benefit for lower than forecasted distribution center closing costs. Excluding these items, net earnings were $0.12 per share, in-line with company guidance of $0.08 to $0.12 per share. In the second quarter of 2007, the company acquired 0.5 million shares for $19.5 million under its share repurchase program. The company has acquired an additional 1.2 million shares for $39.8 million during the third quarter to date. "Record breaking sales from J.K. Rowling's Harry Potter and the Deathly Hallows was the principal driver behind our comparable store sales growth in the quarter," said Steve Riggio, chief executive officer of Barnes & Noble, Inc. "The book continues to sell well, as do all the previous volumes in the Harry Potter series. The new release schedule for the third quarter includes a few books that should generate significant media attention, including President Clinton's Giving, Alan Greenspan's The Age of Turbulence and Eric Clapton's The Autobiography. Based upon current trends, we remain comfortable with our full year sales forecast." GUIDANCE For the third quarter, the company expects comparable store sales at Barnes & Noble stores to range from flat to an increase in the low-single digits. The company continues to expect full year comparable store sales to range from flat to slightly positive. Barnes & Noble, Inc.'s third quarter loss per share is expected to be in a range of $0.06 to $0.10. The company is increasing its full-year earnings per share guidance to reflect the previously mentioned second quarter benefits from income taxes ($0.12 per share) and distribution center closing costs ($0.03 per share), as well as a $0.05 per share benefit resulting from a reduced fully diluted share count. The company now expects full-year GAAP earnings per share to be in a range of $1.69 to $1.87, compared to previous guidance of $1.49 to $1.67. As of August 4, 2007, the company operated 698 Barnes & Noble stores and 94 B. Dalton stores. During the second quarter, four Barnes & Noble stores were opened and two were closed. Three B. Dalton stores were closed 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, August 23, 2007, and is accessible at www.barnesandnobleinc.com/webcasts. The call will also be archived at www.earnings.com for one year. Barnes & Noble, Inc. will report third quarter earnings on or about November 20, 2007. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller and a Fortune 500 company, operates 792 bookstores in 50 states. For the fourth year in a row, the company is the nation's top bookseller brand, as determined by a brand's overall strength based on its combination of familiarity, quality and purchase intent, 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. General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate Web site: http://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 26 weeks ended ---------------------- --------------------- August 4, July 29, August 4, July 29, 2007 2006 2007 2006 ---------------------- --------------------- Sales $1,244,218 1,156,159 2,389,613 2,270,894 Cost of sales and occupancy 882,481 806,637 1,693,845 1,582,622 ----------- ---------- ---------- ---------- Gross profit 361,737 349,522 695,768 688,272 ----------- ---------- ---------- ---------- Selling and administrative expenses 304,009 278,679 599,217 559,821 Depreciation and amortization 41,430 41,217 86,938 81,772 Pre-opening expenses 2,602 2,705 3,636 5,985 ----------- ---------- ---------- ---------- Operating profit 13,696 26,921 5,977 40,694 Interest income (expense), net 1,557 (724) 4,695 786 ----------- ---------- ---------- ---------- Income before taxes and minority interest 15,253 26,197 10,672 41,480 Income taxes (1,899) 10,675 (3,731) 16,903 ----------- ---------- ---------- ---------- Income before minority interest 17,152 15,522 14,403 24,577 Minority interest 900 1,054 1,978 1,990 ----------- ---------- ---------- ---------- Net income $ 18,052 16,576 16,381 26,567 =========== ========== ========== ========== Income per common share: Basic $ 0.28 0.25 0.25 0.41 Diluted $ 0.26 0.24 0.24 0.38 Weighted average common shares outstanding Basic 65,372 65,070 65,291 65,408 Diluted 68,797 68,895 68,990 69,499 Percentage of sales: Sales 100.0% 100.0% 100.0% 100.0% Cost of sales and occupancy 70.9% 69.8% 70.9% 69.7% ----------- ---------- ---------- ---------- Gross profit 29.1% 30.2% 29.1% 30.3% ----------- ---------- ---------- ---------- Selling and administrative expenses 24.4% 24.1% 25.1% 24.7% Depreciation and amortization 3.3% 3.6% 3.6% 3.6% Pre-opening expenses 0.2% 0.2% 0.2% 0.3% ----------- ---------- ---------- ---------- Operating profit 1.1% 2.3% 0.3% 1.8% Interest income (expense), net 0.1% -0.1% 0.2% 0.0% ----------- ---------- ---------- ---------- Income before taxes and minority interest 1.2% 2.3% 0.4% 1.8% Income taxes -0.2% 0.9% -0.2% 0.7% ----------- ---------- ---------- ---------- Income before minority interest 1.4% 1.3% 0.6% 1.1% Minority interest 0.1% 0.1% 0.1% 0.1% ----------- ---------- ---------- ---------- Net income 1.5% 1.4% 0.7% 1.2% =========== ========== ========== ========== BARNES & NOBLE, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands) - ---------------------------------------------------------------------- August 4, 2007 July 29, 2006 February 3, 2007 --------------- ------------- ---------------- ASSETS Current assets: Cash and cash equivalents $ 208,234 21,776 348,767 Receivables, net 124,452 131,371 100,467 Merchandise inventories 1,399,970 1,375,900 1,354,580 Prepaid expenses and other current assets 128,323 85,400 118,626 --------------- ------------- ---------------- Total current assets 1,860,979 1,614,447 1,922,440 --------------- ------------- ---------------- Property and equipment: Land and land improvements 3,247 3,247 3,247 Buildings and leasehold improvements 1,012,712 973,391 990,058 Fixtures and equipment 1,331,712 1,245,443 1,310,026 --------------- ------------- ---------------- 2,347,671 2,222,081 2,303,331 Less accumulated depreciation and amortization 1,551,800 1,428,320 1,497,275 --------------- ------------- ---------------- Net property and equipment 795,871 793,761 806,056 --------------- ------------- ---------------- Goodwill 257,611 261,678 259,683 Intangible assets, net 89,918 92,470 91,176 Deferred taxes 105,006 114,949 104,103 Other noncurrent assets 14,644 25,478 13,340 --------------- ------------- ---------------- Total assets $ 3,124,029 2,902,783 3,196,798 =============== ============= ================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 835,167 755,500 792,977 Accrued liabilities 572,360 514,701 696,666 --------------- ------------- ---------------- Total current liabilities 1,407,527 1,270,201 1,489,643 --------------- ------------- ---------------- Long-Term Debt - 41,000 - Deferred taxes 160,273 158,035 160,273 Other long-term liabilities 389,269 387,957 371,357 Minority interest 7,850 7,094 10,660 Shareholders' equity: Common stock; $.001 par value; 300,000 shares authorized; 86,316, 84,335 and 84,608 shares issued, respectively 86 84 85 Additional paid-in capital 1,214,216 1,125,715 1,169,167 Accumulated other comprehensive loss (6,804) (8,826) (7,086) Retained earnings 596,746 519,211 600,404 Treasury stock, at cost, 20,668, 19,520 and 19,520 shares, respectively (645,134) (597,688) (597,705) --------------- ------------- ---------------- Total shareholders' equity 1,159,110 1,038,496 1,164,865 --------------- ------------- ---------------- Commitments and contingencies - - - --------------- ------------- ---------------- Total liabilities and shareholders' equity $ 3,124,029 2,902,783 3,196,798 =============== ============= ================ CONTACT: Media: Barnes & Noble, Inc. Mary Ellen Keating, 212-633-3323 Senior Vice President Corporate Communications or Investor: Barnes & Noble, Inc. Joseph J. Lombardi, 212-633-3215 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----