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)     May 21, 2009                            

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 8.01 Other Events

Barnes & Noble, Inc. (the “Company”) is providing the following voluntary supplementary unaudited consolidated financial information to reflect the reclassification of Calendar Club as a discontinued operation, the adoption of FASB Staff Position No. EITF 03-6-1 (“FSP EITF 03-6-1”), Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, and the adoption of Statement of Financial Accounting Standards (SFAS) No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160).

Reclassification for Discontinued Operations

As previously disclosed in the Company’s Form 8-K filed on February 26, 2009, the Company has sold its approximate 74% interest in Calendar Club which met the criteria for reporting as discontinued operations. Under generally accepted accounting principles, the Company is required to reclassify previously reported prior period financial statements to reflect the discontinued operations on a basis comparable to the current presentation. The historical financial information included herein incorporates the classification of Calendar Club as a discontinued operation.

Changes in Basis of Presentation

On February 1, 2009, the Company adopted FSP EITF 03-6-1. FSP EITF 03-6-1 requires nonvested shares that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) to be considered participating securities, and therefore to be included in computing earnings per share using the two-class method. The Company’s unvested restricted shares and shares issuable under the Company’s deferred compensation plan are considered participating securities. The calculation of earnings per share for common stock presented here has been reclassified to exclude the income attributable to the unvested restricted shares and shares issuable under the Company’s deferred compensation plan from the numerator and exclude the dilutive impact of those shares from the denominator. The Company has retroactively applied the provisions in FSP EITF 03-6-1 to the financial information included herein.

On February 1, 2009, the Company adopted SFAS No. 160, which changed the accounting and reporting for minority interests, to be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets. The Company has retroactively applied the provisions in SFAS No. 160 to the financial information included herein.

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 Barnes & Noble, Inc. and Subsidiaries unaudited Condensed Consolidated Statements of Operations for the 13 weeks ended May 5, 2007, August 4, 2007, November 3, 2007, February 2, 2008, May 3, 2008, August 2, 2008, November 1, 2008 and January 31, 2009, and the 52 weeks ended February 2, 2008 and January 31, 2009.

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 21, 2009

Barnes & Noble, Inc.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Barnes & Noble, Inc. and Subsidiaries unaudited Condensed Consolidated Statements of Operations for the 13 weeks ended May 5, 2007, August 4, 2007, November 3, 2007, February 2, 2008, May 3, 2008, August 2, 2008, November 1, 2008 and January 31, 2009, and the 52 weeks ended February 2, 2008 and January 31, 2009.

EX-99.1

Exhibit 99.1

BARNES & NOBLE, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share data)

	13 weeks ended			13 weeks ended		13 weeks ended		13 weeks ended		52 weeks ended
	May 3, 2008			August 2, 2008		November 1, 2008		January 31, 2009		January 31, 2009
Sales	$	1,155,882		1,220,989		1,113,317		1,631,616		5,121,804
Cost of sales and occupancy		807,915		846,590		777,194		1,108,899		3,540,596
Gross profit		347,967		374,399		336,123		522,717		1,581,208
Selling and administrative expenses		303,863		299,792		313,432		334,437		1,251,524
Depreciation and amortization		41,314		42,485		44,213		45,546		173,557
Pre-opening expenses		4,537		3,166		3,310		1,783		12,796
Operating profit (loss)		(1,747	)	28,956		(24,832	)	140,951		143,331
Interest income (expense), net		807		(1,087	)	(1,311	)	(751	)	(2,344	)
Income (loss) from continuing operations before taxes		(940	)	27,869		(26,143	)	140,200		140,987
Income taxes		(374	)	11,168		(10,438	)	55,235		55,591
Income (loss) from continuing operations (net of income tax)		(566	)	16,701		(15,705	)	84,965		85,396
Loss from discontinued operations (net of income tax)		(1,658	)	(1,360	)	(2,468	)	(4,020	)	(9,506	)
Net income (loss)		(2,224	)	15,341		(18,173	)	80,945		75,890
Net income (loss) attributable to noncontrolling interests		—		70		(247	)	207		30
Net income (loss) attributable to Barnes & Noble, Inc.	$	(2,224	)	15,411		(18,420	)	81,152		75,920
Income (loss) attributable to Barnes & Noble, Inc.
Income (loss) from continuing operations	$	(566	)	16,701		(15,705	)	84,965		85,396
Less income (loss) attributable to noncontrolling interests		—		70		(247	)	207		30
Net income (loss) from continuing operations attributable to Barnes & Noble, Inc.	$	(566	)	16,771		(15,952	)	85,172		85,426
Basic income (loss) per common share:
Income (loss) from continuing operations attributable to Barnes & Noble, Inc.	$	(0.01	)	0.30		(0.29	)	1.50		1.50
Loss from discontinued operations attributable to Barnes & Noble, Inc.		(0.03	)	(0.02	)	(0.05	)	(0.07	)	(0.17	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(0.04	)	0.28		(0.34	)	1.43		1.33
Diluted income (loss) per common share:
Income (loss) from continuing operations attributable to Barnes & Noble, Inc.	$	(0.01	)	0.29		(0.29	)	1.49		1.46
Loss from discontinued operations attributable to Barnes & Noble, Inc.		(0.03	)	(0.02	)	(0.05	)	(0.07	)	(0.17	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(0.04	)	0.27		(0.34	)	1.42		1.29
Weighted average common shares outstanding
Basic		57,614		54,201		54,411		54,602		55,207
Diluted		57,614		55,819		54,411		54,964		56,529
Dividends declared per common share	$	0.15		0.25		0.25		0.25		0.90
Percentage of sales:
Sales		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales and occupancy		69.9	%	69.3	%	69.8	%	68.0	%	69.1	%
Gross profit		30.1	%	30.7	%	30.2	%	32.0	%	30.9	%
Selling and administrative expenses		26.3	%	24.6	%	28.2	%	20.5	%	24.4	%
Depreciation and amortization		3.6	%	3.5	%	4.0	%	2.8	%	3.4	%
Pre-opening expenses		0.4	%	0.3	%	0.3	%	0.1	%	0.2	%
Operating profit (loss)		-0.2	%	2.4	%	-2.2	%	8.6	%	2.8	%
Interest income (expense), net		0.1	%	-0.1	%	-0.1	%	0.0	%	0.0	%
Income (loss) from continuing operations before taxes		-0.1	%	2.3	%	-2.3	%	8.6	%	2.8	%
Income taxes		0.0	%	0.9	%	-0.9	%	3.4	%	1.1	%
Income (loss) from continuing operations (net of income tax)		0.0	%	1.4	%	-1.4	%	5.2	%	1.7	%

BARNES & NOBLE, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share data)

	13 weeks ended			13 weeks ended		13 weeks ended		13 weeks ended		52 weeks ended
	May 5, 2007			August 4, 2007		November 3, 2007		February 2, 2008		February 2, 2008
Sales	$	1,142,256		1,241,434		1,164,004		1,738,980		5,286,674
Cost of sales and occupancy		808,473		879,267		809,774		1,182,331		3,679,845
Gross profit		333,783		362,167		354,230		556,649		1,606,829
Selling and administrative expenses		291,395		300,912		297,847		335,637		1,225,791
Depreciation and amortization		44,599		40,522		40,970		42,509		168,600
Pre-opening expenses		1,034		2,602		5,657		1,094		10,387
Operating profit (loss)		(3,245	)	18,131		9,756		177,409		202,051
Interest income, net		3,033		1,698		1,245		1,506		7,483
Income (loss) from continuing operations before taxes		(212	)	19,829		11,001		178,915		209,534
Income taxes		(84	)	(68	)	4,400		70,375		74,623
Income (loss) from continuing operations (net of income tax)		(128	)	19,897		6,601		108,540		134,911
Income (loss) from discontinued operations (net of income tax)		(1,543	)	(1,845	)	(2,224	)	6,501		888
Net income (loss)		(1,671	)	18,052		4,377		115,041		135,799
Net income (loss) attributable to noncontrolling interests		—		—		—		—		—
Net income (loss) attributable to Barnes & Noble, Inc.	$	(1,671	)	18,052		4,377		115,041		135,799
Income (loss) attributable to Barnes & Noble, Inc.
Income (loss) from continuing operations	$	(128	)	19,897		6,601		108,540		134,911
Less income (loss) attributable to noncontrolling interests		—		—		—		—		—
Net income (loss) from continuing operations attributable to Barnes & Noble, Inc.	$	(128	)	19,897		6,601		108,540		134,911
Basic income (loss) per common share:
Income (loss) from continuing operations attributable to Barnes & Noble, Inc.	$	(0.00	)	0.30		0.10		1.73		2.07
Income (loss) from discontinued operations attributable to Barnes & Noble, Inc.		(0.02	)	(0.03	)	(0.03	)	0.10		0.01
Net income (loss) attributable to Barnes & Noble, Inc.	$	(0.03	)	0.27		0.07		1.83		2.08
Diluted income (loss) per common share:
Income (loss) from continuing operations attributable to Barnes & Noble, Inc.	$	(0.00	)	0.29		0.10		1.67		1.99
Income (loss) from discontinued operations attributable to Barnes & Noble, Inc.		(0.02	)	(0.03	)	(0.03	)	0.10		0.01
Net income (loss) attributable to Barnes & Noble, Inc.	$	(0.03	)	0.26		0.06		1.77		2.00
Weighted average common shares outstanding
Basic		65,209		65,373		63,006		61,060		63,662
Diluted		65,209		68,026		65,311		63,206		66,221
Dividends declared per common share	$	0.15		0.15		0.15		0.15		0.60
Percentage of sales:
Sales		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales and occupancy		70.8	%	70.8	%	69.6	%	68.0	%	69.6	%
Gross profit		29.2	%	29.2	%	30.4	%	32.0	%	30.4	%
Selling and administrative expenses		25.5	%	24.2	%	25.6	%	19.3	%	23.2	%
Depreciation and amortization		3.9	%	3.3	%	3.5	%	2.4	%	3.2	%
Pre-opening expenses		0.1	%	0.2	%	0.5	%	0.1	%	0.2	%
Operating profit (loss)		-0.3	%	1.5	%	0.8	%	10.2	%	3.8	%
Interest income, net		0.3	%	0.1	%	0.1	%	0.1	%	0.1	%
Income (loss) from continuing operations before taxes		0.0	%	1.6	%	0.9	%	10.3	%	4.0	%
Income taxes		0.0	%	0.0	%	0.4	%	4.0	%	1.4	%
Income (loss) from continuing operations (net of income tax)		0.0	%	1.6	%	0.6	%	6.2	%	2.6	%