form8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 26, 2013 (July 25, 2013)

BARNES & NOBLE, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-12302		06-1196501
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

122 Fifth Avenue, New York, New York		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 633-3300

Not Applicable

(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Credit Agreement Amendment

On July 25, 2013, Barnes & Noble, Inc. (the “Company”) entered into a letter agreement (the “Amendment”) with respect to its existing credit agreement with Bank of America, N.A., as administrative agent, collateral agent and swing line lender, and other lenders party thereto in order to grant the Company an extension of the period of time to deliver audited financial statements to the lenders as required by the credit agreement.

The foregoing summary is a general description only, does not purport to be complete and is qualified in its entirety by the Amendment, which is attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 by reference.

Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On July 24, 2013 management of Barnes & Noble, Inc. (the “Company”) concluded that the Company’s previously issued financial statements contained the following filings with the Securities and Exchange Commission (the “Commission”) should no longer be relied upon because of a material error contained in such financial statements: the Quarterly Report on Form 10-Q for the quarterly period ended on January 26, 2013 filed on March 7, 2013; the Quarterly Report on Form 10-Q for the quarterly period ended on October 27, 2012 filed on December 6, 2012; the Quarterly Report on Form 10-Q for the quarterly period ended on July 28, 2012 filed on August 31, 2012; and the Annual Report on Form 10-K for the fiscal year ended April 28, 2012 filed on July 27, 2012. On July 26, 2013 the audit committee (the “Audit Committee”) of the Board of Directors of the Company concurred with and approved the recommendation of the Company’s management. The Company’s management and the Audit Committee discussed the matters relating to the restatement of the quarters of fiscal 2013 with Ernst & Young LLP, the Company’s independent registered public accounting firm, and matters relating to the restatement of the financial statements included in the Annual Report on Form 10-K for fiscal 2012 with BDO USA LLP, the Company’s prior independent registered public accounting firm. All dollar amounts below are presented in thousands of dollars. The Company is including certain restated financial statements and financial information with respect to such periods in its Annual Report on Form 10-K for the fiscal year ended April 27, 2013 to be filed with the Commission on or about the date of this Current Report on Form 8-K.

The restated financial statements reflect that the Company overstated certain accruals for the periods prior to April 27, 2013, as a result of inadequate controls over the accrual reconciliation process at its distribution centers. In accordance with ASC 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (ASC 250), the Company recorded an adjustment to decrease cost of sales by $6,700 ($4,027 after tax), $8,460 ($5,084 after tax) and $10,167 ($6,110 after tax) to correctly present the income statements for fiscal year ended April 28, 2012, the fiscal year ended April 30, 2011 and the fiscal year ended May 1, 2010, respectively. The Company also decreased accounts payable by $96,200 and $89,500 at April 28, 2012 and April 30, 2011, respectively; increased income taxes payable included in Accrued Liabilities in the consolidated Balance Sheets, by $18,598 and $14,939 at April 28, 2012 and April 30, 2011, respectively, and increased retained earnings by $78,588 and $74,561, net of tax at April 28, 2012 and April 30, 2011, respectively. The Company also decreased accounts payable by $81,040 and increased retained earnings by $69,477, net of tax to correct the consolidated balance sheet for the cumulative impact in periods prior to fiscal 2010.

In addition, in reviewing the Company’s components of deferred income tax assets and liabilities, the Company determined that deferred income tax liability in the amount of $26,026 was related to a transaction in which gain was reported for both accounting and tax purposes prior to 2010. Accordingly, the Company has concluded that this deferred income tax liability should be reversed. In accordance with ASC 250, the Company recorded an adjustment to decrease deferred tax liability and increase retained earnings by $26,026 at May 1, 2010. The cumulative effect of these adjustments increased previously reported retained earnings by $95,503 at May 2, 2010.

In fiscal 2013, the Company had not accrued a tenant allowance related to one of its properties in fiscal 2012. The Company recorded an adjustment to increase receivable, net and other long-term liabilities by $9,450 in fiscal 2012.

The restated amounts presented below reflect the impact of these revisions, as well as an adjustment of $47,026 related to the current portion of deferred rent and tenant allowances on the April 28, 2012 balance sheet for comparative purposes to conform with the fiscal 2013 presentation.

The following tables set forth the corrections to individual affected line items in the consolidated balance sheets of April 28, 2012 and April 30, 2011, the stockholders’ equity section of the consolidated balance sheet as of April 28, 2012 and April 30, 2011 and the consolidated statement of operations for fiscal 2012, fiscal 2011 and fiscal 2010.

	As of April 28, 2012
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Receivables, net	$	160,497	$	9,450			—		$	169,947
Total assets	$	3,765,249	$	9,450			—		$	3,774,699
Accounts payable	$	959,423	$	(96,200	)		—		$	863,223
Accrued liabilities	$	546,495	$	18,598		$	47,026		$	612,119
Total current liabilities	$	1,827,280	$	(77,602	)	$	47,026		$	1,796,704
Deferred taxes	$	268,774	$	(26,026	)		—		$	242,748
Other long-term liabilities	$	405,065	$	8,464		$	(47,026	)	$	366,503
Retained earnings	$	481,574	$	104,614			—		$	586,188
Total Shareholders’ equity	$	747,657	$	104,614			—		$	852,271
Total liabilities and shareholders’ equity	$	3,765,249	$	9,450			—		$	3,774,699

	As of April 30, 2011
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Accounts payable	$	949,010	$	(89,500	)		—		$	859,510
Accrued liabilities	$	474,575	$	14,939		$	52,072		$	541,586
Total current liabilities	$	1,734,677	$	(74,561	)	$	52,072		$	1,712,188
Deferred taxes	$	280,132	$	(26,026	)		—		$	254,106
Other long-term liabilities	$	448,647		—		$	(52,072	)	$	396,575
Retained earnings	$	562,379	$	100,587			—		$	662,966
Total Shareholders’ equity	$	819,910	$	100,587			—		$	920,497

	For the Year ended April 28, 2012
(In thousands)	As Previously Reported			Corrections			Restated
Cost of sales and occupancy	$	5,218,383		$	(6,700	)	$	5,211,683
Income taxes (benefit)	$	(27,740	)	$	2,673		$	(25,067	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(68,867	)	$	4,027		$	(64,840	)

	For the Year ended April 30, 2011
(In thousands)	As Previously Reported			Corrections			Restated
Cost of sales and occupancy	$	5,205,712		$	(8,460	)	$	5,197,252
Income taxes (benefit)	$	(48,652	)	$	3,376		$	(45,276	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(73,920	)	$	5,084		$	(68,836	)

	For the Year ended May 1, 2010
(In thousands)	As Previously Reported		Corrections			Restated
Cost of sales and occupancy	$	4,131,009	$	(10,167	)	$	4,120,842
Income taxes	$	8,365	$	4,057		$	12,422
Net earnings attributable to Barnes & Noble, Inc.	$	36,676	$	6,110		$	42,786

The following tables set forth the corrections to the quarterly consolidated balance sheets for the first three quarterly periods of fiscal 2012, and reclassifications related to the current portion of deferred rent and tenant allowances on each balance sheet date for comparative purposes to conform with the fiscal 2013 year end presentation.

	As of July 30, 2011
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Accounts payable	$	1,275,708	$	(92,173	)		—		$	1,183,535
Accrued liabilities	$	403,667	$	16,006		$	52,071		$	471,744
Deferred taxes	$	279,716	$	(26,026	)		—		$	253,690
Other long-term liabilities	$	434,334		—		$	(52,071	)	$	382,263
Retained earnings	$	505,773	$	102,193			—		$	607,966
Total Shareholders’ equity	$	767,383	$	102,193			—		$	869,576

	As of October 29, 2011
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Accounts payable	$	1,461,981	$	(92,924	)		—		$	1,369,057
Accrued liabilities	$	436,868	$	16,305		$	50,691		$	503,864
Deferred taxes	$	275,868	$	(26,026	)		—		$	249,842
Other long-term liabilities	$	418,923		—		$	(50,691	)	$	368,232
Retained earnings	$	495,830	$	102,645			—		$	598,475
Total Shareholders’ equity	$	760,563	$	102,645			—		$	863,208

	As of January 28, 2012
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Accounts payable	$	1,488,552	$	(94,351	)		—		$	1,394,201
Accrued liabilities	$	542,503	$	16,874		$	48,826		$	608,203
Deferred taxes	$	275,436	$	(26,026	)		—		$	249,410
Other long-term liabilities	$	408,291		—		$	(48,826	)	$	359,465
Retained earnings	$	543,582	$	103,503			—		$	647,085
Total Shareholders’ equity	$	813,978	$	103,503			—		$	917,481

The following tables set forth the corrections to the quarterly consolidated balance sheets for the first three quarterly periods of fiscal 2013, and reclassifications related to the current portion of deferred rent and tenant allowances on each balance sheet date for comparative purposes to conform with the fiscal 2013 year end presentation.

	As of July 28, 2012
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Receivables, net	$	144 ,297	$	9,203			—		$	153,500
Accounts payable	$	1,387,004	$	(98,117	)		—		$	1,288,887
Accrued liabilities	$	474,467	$	19,363			46,275		$	540,105
Deferred taxes	$	268,410	$	(26,026	)		—		$	242,384
Other long-term liabilities	$	397,415	$	8,217			(46,275	)	$	359,357
Retained earnings	$	436,336	$	105,766			—		$	542,102
Total Shareholders’ equity	$	709,144	$	105,766			—		$	814,910
Total liabilities and shareholders’ equity	$	4,044,684	$	9,203			—		$	4,053,887

	As of October 27, 2012
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Receivables, net	$	224,545	$	8,957			—		$	233,502
Accounts payable	$	1,448,397	$	(99,908	)		—		$	1,348,489
Accrued liabilities	$	470,975	$	20,078		$	44,908		$	535,961
Deferred taxes	$	292,879	$	(26,026	)		—		$	266,853
Other long-term liabilities	$	364,966	$	7,971		$	(44,908	)	$	328,029
Retained earnings	$	434,174	$	106,842			—		$	541,016
Total Shareholders’ equity	$	736,259	$	106,842			—		$	843,101
Total liabilities and shareholders’ equity	$	4,431,025	$	8,957			—		$	4,439,982

	As of January 26, 2013
(In thousands)	As Previously Reported		Corrections			Other Adjustments			Restated
Receivables, net	$	387,459	$	8,710			—		$	396,169
Accounts payable	$	1,360,613	$	(103,859	)		—		$	1,256,754
Accrued liabilities	$	563,028	$	21,654		$	43,300		$	627,982
Deferred taxes	$	273,475	$	(26,026	)		—		$	247,449
Other long-term liabilities	$	390,025	$	7,724		$	(43,300	)	$	354,449
Retained earnings	$	420,627	$	109,217			—		$	529,844
Total Shareholders’ equity	$	728,012	$	109,217			—		$	837,229
Total liabilities and shareholders’ equity	$	4,276,261	$	8,710			—		$	4,284,971

The following tables set forth the corrections to the quarterly consolidated income statements for the quarterly periods of fiscal 2012.

	13 weeks ended July 30, 2011
	As Previously Reported			Corrections			Restated
(In thousands)
Cost of sales and occupancy	$	1,030,846		$	(2,673	)	$	1,028,173
Income taxes (benefit)	$	(32,067	)	$	1,067		$	(31,000	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(56,606	)	$	1,606		$	(55,000	)

	13 weeks ended October 29, 2011
	As Previously Reported			Corrections			Restated
(In thousands)
Cost of sales and occupancy	$	1,420,297		$	(751	)	$	1,419,546
Income taxes (benefit)	$	(3,620	)	$	299		$	(3,321	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(6,563	)	$	452		$	(6,111	)

	13 weeks ended January 28, 2012
	As Previously Reported		Corrections			Restated
(In thousands)
Cost of sales and occupancy	$	1,786,308	$	(1,427	)	$	1,784,881
Income taxes	$	28,869	$	569		$	29,438
Net income attributable to Barnes & Noble, Inc.	$	52,031	$	858		$	52,889

	13 weeks ended April 28, 2012
	As Previously Reported			Corrections			Restated
(In thousands)
Cost of sales and occupancy	$	980,932		$	(1,849	)	$	979,083
Income taxes (benefit)	$	(20,922	)	$	738		$	(20,184	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(57,729	)	$	1,111		$	(56,618	)

The following tables set forth the corrections to the quarterly consolidated income statements for the first three quarterly periods of fiscal 2013.

	13 weeks ended July 28, 2012
	As Previously Reported			Corrections			Restated
(In thousands)
Cost of sales and occupancy	$	1,039,619		$	(1,917	)	$	1,037,702
Income taxes (benefit)	$	(22,163	)	$	765		$	(21,398	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(40,980	)	$	1,152		$	(39,828	)

	13 weeks ended October 27, 2012
	As Previously Reported			Corrections			Restated
(In thousands)
Cost of sales and occupancy	$	1,404,034		$	(1,791	)	$	1,402,243
Income taxes (benefit)	$	(409	)	$	715		$	306
Net income (loss) attributable to Barnes & Noble, Inc.	$	(575	)	$	1,076		$	501

	13 weeks ended January 26, 2013
	As Previously Reported			Corrections			Restated
(In thousands)
Cost of sales and occupancy	$	1,674,384		$	(3,951	)	$	1,670,433
Income taxes (benefit)	$	(3,008	)	$	1,576		$	(1,432	)
Net income (loss) attributable to Barnes & Noble, Inc.	$	(6,058	)	$	2,375		$	(3,683	)

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

10.1		Letter Agreement with respect to Amended and Restated Credit Agreement, dated as of July 25, 2013.

SIGNATURES

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 thereunto duly authorized.

	BARNES & NOBLE, INC.,

Date: July 26, 2013	By:	/s/ Allen W. Lindstrom
		Name: Allen W. Lindstrom
		Title: Chief Financial Officer

Barnes & Noble, Inc.

EXHIBIT INDEX

Exhibit No.		Description

10.1		Letter Agreement with respect to Amended and Restated Credit Agreement, dated as of July 25, 2013.

July 25, 2013

Administrative Agent and Lenders under

that certain Credit Agreement described below

c/o: Bank of America, N.A.,

as Administrative Agent

100 Federal Street

Boston, Massachusetts 02110

Re:

Extension of Time for Delivery of 2012 Audited Financial Statements

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 29, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not defined herein shall have the meanings specified in the Credit Agreement) among Barnes & Noble Inc., a Delaware corporation (the “Lead Borrower”), the other Persons party thereto as borrowers (collectively, together with the Lead Borrower, the “Borrowers”), Bank of America, N.A., as administrative agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), and each of the financial institutions party thereto from time to time as Lenders (collectively, the “Lenders”) and/or agents.

The Lead Borrower has notified the Administrative Agent and the Lenders that it may need, and hereby requests that the Required Lenders consent to, an extension of no more than sixty (60) days after the date specified in the Credit Agreement for the delivery of annual financial statements for the fiscal year ending April 27, 2013 in accordance with Section 6.01(a) of the Credit Agreement and the related Compliance Certificate in accordance with Section 6.02(a) of the Credit Agreement (collectively, the “2013 Annual Reporting Deliverables”).

By executing and delivering this consent letter, the Administrative Agent and each undersigned Lender hereby agrees that, effective upon the Consent Effective Date (as defined below), the undersigned Required Lenders hereby (a) consent to delay of the delivery of the 2013 Annual Reporting Deliverables until the earlier of (i) September 24, 2013 and (ii) the date on which such financials are filed with the SEC (such earlier date, the “Extended Delivery Deadline”), and (b) agree that any delivery of the 2013 Annual Reporting Deliverables after the date specified in the Credit Agreement but on or before the Extended Delivery Deadline shall not result in, or be deemed to give rise to, an Event of Default. The Lenders (x) further acknowledge and agree that the Company will not be able to deliver (or file with the SEC) the quarterly financial statements for the period ending July 27, 2013, until it has first delivered the 2013 Annual Reporting Deliverables and filed the 2013 annual financial statements included therein with the SEC, and (y) hereby waive any Default arising therefrom solely to the extent any such delayed filing of such quarterly financials results from the permitted delay in filing the annual financials.

Please acknowledge your consent to the matters set forth herein upon the terms and conditions set forth herein and otherwise in accordance with the Credit Agreement by executing and returning this consent letter at your earliest convenience. The forgoing consent shall become effective, so long as no Default or Event of Default has occurred and is continuing (other than as a result of the failure to timely deliver the 2013 Annual Reporting Deliverables), on the date (the “Consent Effective Date”) that the following conditions have been satisfied: (a) the Administrative Agent shall have received executed signature pages hereto from the Loan Parties, the Agents and the Required Lenders, and (b) the Borrowers have paid to the Administrative Agent, for the ratable benefit of the Lenders party hereto (the “Consenting Lenders”), a consent fee equal to 0.025% of the aggregate Commitments of the Consenting Lenders (the “Initial Consent Fee”); provided, that the Initial Consent Fee shall be fully earned upon the delivery by the Administrative Agent to the Borrower of the executed signature pages of at least the Required Lenders, and thereafter shall be immediately due and payable regardless of whether any other conditions to the effectiveness of this consent letter are satisfied.

The Lead Borrower further agrees, on behalf of the Borrowers and for the benefit of the Consenting Lenders, that if the 2013 Annual Reporting Deliverables are not delivered on or before August 25, 2013, the Borrowers immediately shall pay to the Administrative Agent, for the ratable benefit of the Consenting Lenders, an additional consent fee equal to 0.050% of the aggregate Commitments of the Consenting Lenders.

Except as expressly provided with respect to the consent requested in this consent letter, the Credit Agreement and each of the Schedules and Exhibits and other Loan Documents related thereto shall remain in full force and effect and the Credit Agreement and each of the other Loan Documents are hereby ratified and confirmed in all respects. No delay or omission by the Administrative Agent or Lenders in exercising any power, right or remedy shall impair such power, right or remedy or be construed as a waiver thereof or any acquiescence therein, and no single, periodic or partial exercise of any such power, right or remedy shall preclude other or further exercise thereof or the exercise of any other power, right or remedy under the Credit Agreement, the other Loan Documents or otherwise. This consent letter is a Loan Document. It may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this consent letter by telecopier, PDF copy, facsimile or other electronic means shall be effective as delivery of a manually executed counterpart thereof.

THIS CONSENT LETTER SHALL BE GOVERNED BY, AND CONSTRUCTED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

	BORROWERS:
	BARNES & NOBLE, INC.
	BARNES & NOBLE BOOKSELLERS, INC.
	BARNES & NOBLE INTERNATIONAL LLC
	BARNES & NOBLE MARKETING SERVICES
	CORP.
	BARNES & NOBLE MARKETING SERVICES LLC
	BARNES & NOBLE PURCHASING, INC.
	BARNES & NOBLE SERVICES, INC.
	BARNESANDNOBLE.COM LLC
	STERLING PUBLISHING CO., INC.
	BARNES & NOBLE COLLEGE BOOKSELLERS,
	LLC
	NOOK MEDIA INC.
	NOOK MEDIA LLC


	By:	/s/ Thomas D. Donohue
	Name:	Thomas D. Donohue
	Title:	Vice President, Treasurer

By:	/s/ Andrew Cerussi
Name:	Andrew Cerussi
Title:	Senior Vice President

By:	/s/ Robert Dailey
Name:	Robert Dailey
Title:	Senior Vice President

By:	/s/ Renee M. Singer
Name:	Renee M. Singer
Title:	Managing Director

By:	/s/ Richard A. Simons
Name:	Richard A. Simons
Title:	Vice President

By:	/s/ Michael Sheff
Name:	Michael Sheff
Title:	Senior Vice President

By:	/s/ Peter F. Crispino
Name:	Peter F. Crispino
Title:	Duly Authorized Signatory

By:	/s/ Jennifer Heard
Name:	Jennifer Heard
Title:	Authorized Officer

By:	/s/ Francis Garvin
Name:	Francis Garvin
Title:	Senior Vice President

By:	/s/ Louis Alexander
Name:	Louis Alexander
Title:	Attorney in Fact

By:	/s/ Sharon Prusakempli
Name:	Sharon Prusakempli
Title:	Vice President

By:	/s/ Matthew Kasper
Name:	Matthew Kasper
Title:	Vice President