-----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, SOHwrprf5mjQENBHWPexHFmYWPMU2cIZCgSKiwx3nKLFt+oBXX3zTSN7jCoka1ER WCWGuHvuYhEn4Uhuc4znUQ== 0001157523-07-011486.txt : 20071120 0001157523-07-011486.hdr.sgml : 20071120 20071120091900 ACCESSION NUMBER: 0001157523-07-011486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071120 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071120 DATE AS OF CHANGE: 20071120 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: 071258448 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 a5550773.txt BARNES & NOBLE, INC. 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) November 20, 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 November 20, 2007, Barnes & Noble, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended November 3, 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 November 20, 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: November 20, 2007 Barnes & Noble, Inc. EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of Barnes & Noble, Inc., dated November 20, 2007 EX-99.1 2 a5550773ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Barnes & Noble Reports Third Quarter Financial Results: Comparable Store Sales Increase 2.6% Increases Full Year Guidance Declares Quarterly Dividend NEW YORK--(BUSINESS WIRE)--Nov. 20, 2007--Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today reported sales and earnings for the third quarter ended November 3, 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 December 7, 2007, payable on December 28, 2007. Sales for the third quarter increased 5.7% to $1.2 billion. Barnes & Noble store sales increased 4.5% to $1.0 billion, with comparable store sales increasing 2.6% for the quarter, at the high end of guidance for a flat to low-single digit increase. Barnes & Noble.com sales were $108.2 million for the quarter, a 14.5% comparable sales increase compared to the prior year period. Bestselling titles during the quarter included Alan Greenspan's The Age of Turbulence, John Grisham's Playing for Pizza, Ken Follett's World Without End, Nicholas Sparks' The Choice and Stephen Colbert's I Am America (and So Can You!). Third quarter net earnings were $4.4 million or $0.07 per share. Included in third quarter net earnings was an after tax benefit of $6.2 million, or $0.09 per share, resulting from a more favorable physical inventory shortage rate than previously estimated and accrued. Excluding this benefit, third quarter net loss per share was $1.8 million, or $0.03 per share, better than guidance of a loss of $0.06 to $0.10 per share. "The company's sales continued to perform at the higher end of expectations, due in part to strong sales of new releases and bestsellers, which combined with a better than expected gross margin rate enabled the company to outperform its third quarter earnings expectations," said Steve Riggio, chief executive officer of Barnes & Noble, Inc. "In addition, we are encouraged by the sales trends at Barnes & Noble.com that began earlier this year and continued through the third quarter, in which we launched a newly designed website." In the third quarter of 2007, the company acquired 4.9 million shares for $172.5 million under its share repurchase program. Year-to-date, the company acquired 6.0 million shares for $219.9 million under its share repurchase program. The company has $232.4 million remaining under its existing share repurchase authorization. GUIDANCE For the fourth quarter and full year, the company expects comparable store sales at Barnes & Noble stores to increase in the low-single digits. The company previously expected full year comparable store sales to range from flat to slightly positive. Barnes & Noble, Inc.'s fourth quarter earnings per share is expected to be in a range of $1.67 to $1.86. The company is increasing its full-year earnings per share guidance to reflect the third quarter outperformance ($0.14 per share), the benefit resulting from a reduced fully diluted share count ($0.04 per share), as well as improved net earnings on higher projected fourth quarter sales ($0.04 per share). The company now expects full-year GAAP earnings per share to be in a range of $1.91 to $2.09, compared to previous guidance of $1.69 to $1.87. As of November 3, 2007, the company operated 709 Barnes & Noble stores and 92 B. Dalton stores. During the third quarter, 14 Barnes & Noble stores were opened and three were closed. A conference call with Barnes & Noble, Inc.'s senior management will be webcast beginning at 10:00 A.M. ET on Tuesday, November 20, 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 holiday sales results on or about January 10, 2008. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller and a Fortune 500 company, operates 801 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 website: 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 39 weeks ended -------------------- ------------------- November October November October 3, 2007 28, 2006 3, 2007 28, 2006 -------------------- ------------------- Sales $1,175,521 1,111,958 3,565,134 3,382,852 Cost of sales and occupancy 820,567 780,933 2,514,412 2,363,555 ---------- --------- --------- --------- Gross profit 354,954 331,025 1,050,722 1,019,297 ---------- --------- --------- --------- Selling and administrative expenses 303,125 290,391 902,342 850,212 Depreciation and amortization 41,870 41,694 128,808 123,466 Pre-opening expenses 5,657 4,501 9,293 10,486 ---------- --------- --------- --------- Operating profit (loss) 4,302 (5,561) 10,279 35,133 Interest income (expense), net 848 (894) 5,543 (108) ---------- --------- --------- --------- Income (loss) before taxes and minority interest 5,150 (6,455) 15,822 35,025 Income taxes 2,060 (2,630) (1,671) 14,273 ---------- --------- --------- --------- Income (loss) before minority interest 3,090 (3,825) 17,493 20,752 Minority interest 1,287 1,053 3,265 3,043 ---------- --------- --------- --------- Net income (loss) $ 4,377 (2,772) 20,758 23,795 ========== ========= ========= ========= Income (loss) per common share: Basic $ 0.07 (0.04) 0.32 0.36 Diluted $ 0.07 (0.04) 0.31 0.34 Weighted average common shares outstanding Basic 63,006 64,947 64,529 65,254 Diluted 66,131 64,947 68,037 69,244 Percentage of sales: Sales 100.0% 100.0% 100.0% 100.0% Cost of sales and occupancy 69.8% 70.2% 70.5% 69.9% ---------- --------- --------- --------- Gross profit 30.2% 29.8% 29.5% 30.1% ---------- --------- --------- --------- Selling and administrative expenses 25.8% 26.1% 25.3% 25.1% Depreciation and amortization 3.6% 3.7% 3.6% 3.6% Pre-opening expenses 0.5% 0.4% 0.3% 0.3% ---------- --------- --------- --------- Operating profit (loss) 0.4% -0.5% 0.3% 1.0% Interest income (expense), net 0.1% -0.1% 0.2% 0.0% ---------- --------- --------- --------- Income (loss) before taxes and minority interest 0.4% -0.6% 0.4% 1.0% Income taxes 0.2% -0.2% 0.0% 0.4% ---------- --------- --------- --------- Income (loss) before minority interest 0.3% -0.3% 0.5% 0.6% Minority interest 0.1% 0.1% 0.1% 0.1% ---------- --------- --------- --------- Net income (loss) 0.4% -0.2% 0.6% 0.7% ========== ========= ========= ========= BARNES & NOBLE, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands) - --------------------------------- ------------------------------------ November 3, October 28, February 3, 2007 2006 2007 ------------ ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 20,219 19,888 348,767 Receivables, net 109,722 129,053 100,467 Merchandise inventories 1,665,533 1,639,013 1,354,580 Prepaid expenses and other current assets 126,770 80,363 118,626 ------------ ----------- ----------- Total current assets 1,922,244 1,868,317 1,922,440 ------------ ----------- ----------- Property and equipment: Land and land improvements 3,247 3,247 3,247 Buildings and leasehold improvements 1,038,416 982,849 990,058 Fixtures and equipment 1,295,887 1,284,023 1,310,026 ------------ ----------- ----------- 2,337,550 2,270,119 2,303,331 Less accumulated depreciation and amortization 1,526,831 1,464,750 1,497,275 ------------ ----------- ----------- Net property and equipment 810,719 805,369 806,056 ------------ ----------- ----------- Goodwill 256,594 260,637 259,683 Intangible assets, net 89,087 91,814 91,176 Deferred taxes 104,384 115,400 104,103 Other noncurrent assets 11,812 11,943 13,340 ------------ ----------- ----------- Total assets $ 3,194,840 3,153,480 3,196,798 ============ =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,055,151 1,016,564 792,977 Accrued liabilities 576,193 515,516 696,666 ------------ ----------- ----------- Total current liabilities 1,631,344 1,532,080 1,489,643 ------------ ----------- ----------- Long-term debt 24,600 34,100 - Deferred taxes 160,273 158,035 160,273 Other long-term liabilities 382,663 388,972 371,357 Minority interest 6,563 5,829 10,660 Shareholders' equity: Common stock; $.001 par value; 300,000 shares authorized; 86,500, 84,528 and 84,608 shares issued, respectively 86 85 85 Additional paid-in capital 1,222,362 1,134,306 1,169,167 Accumulated other comprehensive loss (6,673) (8,713) (7,086) Retained earnings 591,260 506,474 600,404 Treasury stock, at cost, 25,546, 19,520 and 19,520 shares, respectively (817,638) (597,688) (597,705) Total shareholders' equity 989,397 1,034,464 1,164,865 ------------ ----------- ----------- Commitments and contingencies - - - ------------ ----------- ----------- Total liabilities and shareholders' equity $ 3,194,840 3,153,480 3,196,798 ============ =========== =========== CONTACT: Barnes & Noble, Inc. Media: Mary Ellen Keating, 212-633-3323 Senior Vice President Corporate Communications or Investor: Joseph J. Lombardi, 212-633-3215 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----