Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jul. 30, 2016 | Aug. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BKS | |
Entity Registrant Name | BARNES & NOBLE INC | |
Entity Central Index Key | 890,491 | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 73,217,701 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Sales | $ 913,882 | $ 978,559 |
Cost of sales and occupancy | 636,343 | 678,461 |
Gross profit | 277,539 | 300,098 |
Selling and administrative expenses | 267,891 | 272,130 |
Depreciation and amortization | 31,037 | 33,653 |
Operating loss | (21,389) | (5,685) |
Interest expense, net and amortization of deferred financing fees | 1,629 | 2,919 |
Loss before taxes | (23,018) | (8,604) |
Income taxes | (8,602) | (853) |
Net loss from continuing operations | (14,416) | (7,751) |
Net loss from discontinued operations | (27,123) | |
Net loss | $ (14,416) | $ (34,874) |
Basic loss per common share: | ||
Loss from continuing operations | $ (0.20) | $ (0.27) |
Loss from discontinued operations | (0.41) | |
Basic loss per common share | (0.20) | (0.68) |
Diluted loss per common share: | ||
Loss from continuing operations | (0.20) | (0.27) |
Loss from discontinued operations | (0.41) | |
Diluted loss per common share | $ (0.20) | $ (0.68) |
Weighted average common shares outstanding: | ||
Basic | 72,903 | 65,547 |
Diluted | 72,903 | 65,547 |
Dividends declared per common share | $ 0.15 | $ 0.15 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Net loss | $ (14,416) | $ (34,874) |
Other comprehensive income, net of tax: | ||
Decrease in postretirement plan liability (net of tax expense of $30 and $0, respectively) | 47 | |
Total comprehensive loss | $ (14,369) | $ (34,874) |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Decrease in postretirement plan liability, tax expense | $ 30 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 30, 2016 | Apr. 30, 2016 | Aug. 01, 2015 | ||
Current assets: | |||||
Cash and cash equivalents | $ 14,279 | $ 13,838 | $ 21,165 | ||
Receivables, net | 102,289 | 124,917 | 64,389 | ||
Merchandise inventories, net | 988,172 | 933,723 | 1,018,290 | ||
Prepaid expenses and other current assets | 118,588 | 105,912 | 118,922 | ||
Current assets of discontinued operations | 833,519 | ||||
Total current assets | 1,223,328 | 1,178,390 | 2,056,285 | ||
Property and equipment: | |||||
Land and land improvements | 2,541 | 2,541 | 2,541 | ||
Buildings and leasehold improvements | 1,052,576 | 1,058,452 | 1,055,067 | ||
Fixtures and equipment | 1,578,172 | 1,560,005 | 1,556,049 | ||
Property and equipment, gross | 2,633,289 | 2,620,998 | 2,613,657 | ||
Less accumulated depreciation and amortization | 2,343,382 | 2,322,418 | 2,283,038 | ||
Net property and equipment | 289,907 | 298,580 | 330,619 | ||
Goodwill | 211,276 | 211,276 | 215,197 | ||
Intangible assets, net | 310,713 | 310,904 | 315,277 | ||
Other non-current assets | 12,930 | 13,632 | 6,537 | ||
Non-current assets of discontinued operations | 623,218 | ||||
Total assets | 2,048,154 | [1] | 2,012,782 | 3,547,133 | [1] |
Current liabilities: | |||||
Accounts payable | 579,777 | 480,574 | 601,300 | ||
Accrued liabilities | 307,374 | 360,194 | 313,455 | ||
Gift card liabilities | 360,679 | 353,103 | 344,239 | ||
Current liabilities of discontinued operations | 699,032 | ||||
Total current liabilities | 1,247,830 | 1,193,871 | 1,958,026 | ||
Long-term debt | 64,600 | 47,200 | |||
Long-term deferred taxes | 54,290 | 54,017 | 15,739 | ||
Other long-term liabilities | 111,341 | 114,184 | 158,562 | ||
Non-current liabilities of discontinued operations | 76,406 | ||||
Shareholders' equity: | |||||
Common stock; $0.001 par value; 300,000 shares authorized; 111,416, 110,382 and 111,228 shares issued, respectively | 112 | 112 | 110 | ||
Additional paid-in capital | 1,740,843 | 1,738,034 | 2,134,484 | ||
Accumulated other comprehensive income (loss) | 198 | 151 | (16,533) | ||
Retained earnings | (50,007) | (24,349) | 301,264 | ||
Treasury stock, at cost, 38,845, 34,892 and 37,941 shares, respectively | (1,121,053) | (1,110,438) | (1,080,925) | ||
Total shareholders' equity | 570,093 | 603,510 | 1,338,400 | ||
Commitments and contingencies | |||||
Total liabilities and shareholders' equity | $ 2,048,154 | $ 2,012,782 | $ 3,547,133 | ||
[1] | Excludes intercompany balances. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 30, 2016 | Apr. 30, 2016 | Aug. 01, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 111,416,000 | 111,228,000 | 110,382,000 |
Treasury stock, shares | 38,845,000 | 37,941,000 | 34,892,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - 3 months ended Jul. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Gains | Retained Earnings | Treasury Stock at Cost |
Balance at Apr. 30, 2016 | $ 603,510 | $ 112 | $ 1,738,034 | $ 151 | $ (24,349) | $ (1,110,438) |
Net loss | (14,416) | (14,416) | ||||
Postretirement plan liability, net of tax | 47 | 47 | ||||
Stock options and restricted stock tax expense | (266) | (266) | ||||
Stock-based compensation expense | 3,075 | 3,075 | ||||
Cash dividends declared | (11,116) | (11,116) | ||||
Accrued dividends for long-term incentive awards | (126) | (126) | ||||
Purchase of treasury stock related to stock-based compensation, 73 shares | (872) | (872) | ||||
Treasury stock repurchase plan, 831 shares | (9,743) | (9,743) | ||||
Balance at Jul. 30, 2016 | $ 570,093 | $ 112 | $ 1,740,843 | $ 198 | $ (50,007) | $ (1,121,053) |
Consolidated Statement of Chan8
Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) | 3 Months Ended |
Jul. 30, 2016shares | |
Purchase of treasury stock related to stock-based compensation, shares | 73,000 |
Treasury stock repurchased, shares | 830,583 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (14,416) | $ (34,874) |
Net loss from discontinued operations | (27,123) | |
Net loss from continuing operations | (14,416) | (7,751) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization (including amortization of deferred financing fees) | 31,520 | 35,022 |
Stock-based compensation expense | 3,075 | 3,152 |
Loss on disposal of property and equipment | 628 | 525 |
Net decrease in other long-term liabilities | (2,766) | (3,647) |
Net decrease in other non-current assets | 220 | |
Changes in operating assets and liabilities, net | 9,362 | 30,114 |
Net cash flows provided by operating activities | 27,623 | 57,415 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (22,802) | (22,687) |
Net cash flows used in investing activities | (22,802) | (22,687) |
Cash flows from financing activities: | ||
Proceeds from credit facility | 296,400 | |
Payments on credit facility | (279,000) | |
Cash dividends paid | (11,116) | |
Treasury stock repurchase plan | (9,743) | |
Purchase of treasury stock related to stock-based compensation | (872) | (1,209) |
Excess tax benefit from stock-based compensation | 7 | 259 |
Cash dividends paid for long-term incentive awards | (56) | |
Cash dividends paid to preferred shareholders | (3,941) | |
Inducement fee paid upon conversion of Series J preferred stock | (3,657) | |
Proceeds from exercise of common stock options | 449 | |
Net cash flows used in financing activities | (4,380) | (8,099) |
Cash flows from discontinued operations: | ||
Operating cash flows | (52,031) | |
Investing cash flows | (11,764) | |
Financing cash flows (including cash at date of Spin-Off) | 0 | 0 |
Net cash flows used in discontinued operations | (63,795) | |
Net increase (decrease) in cash and cash equivalents | 441 | (37,166) |
Cash and cash equivalents at beginning of period | 13,838 | 74,360 |
Cash and cash equivalents at end of period | 14,279 | 37,194 |
Cash and cash equivalents of discontinued operations | (16,029) | |
Cash and cash equivalents at end of period | 14,279 | 21,165 |
Changes in operating assets and liabilities, net: | ||
Receivables, net | 22,628 | (4,124) |
Merchandise inventories, net | (54,449) | (22,552) |
Prepaid expenses and other current assets | (12,706) | (24,957) |
Accounts payable and accrued liabilities | 53,889 | 81,747 |
Changes in operating assets and liabilities, net | 9,362 | 30,114 |
Interest | 1,103 | 1,564 |
Income taxes (net of refunds) | 1,518 | 3,273 |
Non-cash financing activity: | ||
Accrued dividends for common stockholders | 11,687 | |
Accrued dividends for long-term incentive awards | $ 520 | 43 |
Dividends to preferred stockholders paid in shares | 1,783 | |
Issuance of common stock upon conversion of Series J preferred stock | $ 200,262 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Jul. 30, 2016 | |
Basis of Presentation | The unaudited consolidated financial statements include the accounts of Barnes & Noble, Inc. and its subsidiaries (collectively, Barnes & Noble or the Company). In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly its consolidated financial position as of July 30, 2016 and the results of its operations for the 13 weeks and its cash flows for the 13 weeks then ended. These consolidated financial statements are condensed and therefore do not include all of the information and footnotes required by generally accepted accounting principles. The consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the 52 weeks ended April 30, 2016 (fiscal 2016). Due to the seasonal nature of the business, the results of operations for the 13 weeks ended July 30, 2016 are not indicative of the results expected for the 52 weeks ending April 29, 2017 (fiscal 2017). |
Separation of Barnes & Noble Ed
Separation of Barnes & Noble Education, Inc. | 3 Months Ended |
Jul. 30, 2016 | |
Separation of Barnes & Noble Education, Inc. | 1. Separation of Barnes & Noble Education, Inc. On February 26, 2015, Barnes & Noble announced plans for the legal and structural separation of Barnes & Noble Education, Inc. (Barnes & Noble Education or B&N Education) (formerly known as NOOK Media Inc.) from Barnes & Noble into an independent public company (the Spin-Off). On July 14, 2015, the Barnes & Noble board of directors (the Board) approved the final distribution ratio and declared a pro rata dividend of the outstanding shares of B&N Education common stock, which resulted in the complete legal and structural separation of the two companies. The distribution was subject to the satisfaction or waiver of certain conditions as set forth in B&N Education’s Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission (SEC) on February 26, 2015 and was amended on April 29, 2015, June 4, 2015, June 29, 2015, July 13, 2015, July 14, 2015 and July 15, 2015. On August 2, 2015, Barnes & Noble completed the Spin-Off of Barnes & Noble Education and distributed, on a pro rata basis, all of the shares of B&N Education common stock to the Company’s stockholders of record as of July 27, 2015. These Barnes & Noble stockholders of record as of July 27, 2015 received a distribution of 0.632 shares of B&N Education common stock for each share of Barnes & Noble common stock held as of the record date. Immediately following the completion of the Spin-Off, the Company’s stockholders owned 100% of the outstanding shares of common stock of B&N Education. Following the Spin-Off, B&N Education operates as an independent public company and as the parent of Barnes & Noble College, trading on New York Stock Exchange under the ticker symbol “BNED”. In connection with the separation of B&N Education, the Company and B&N Education entered into a Separation and Distribution Agreement on July 14, 2015 and several other ancillary agreements on August 2, 2015. These agreements govern the relationship between the Company and B&N Education after the separation and allocate between the Company and B&N Education various assets, liabilities, rights and obligations following the separation, including employee benefits, intellectual property, information technology, insurance and tax-related assets and liabilities. The agreements also describe the Company’s future commitments to provide B&N Education with certain transition services. This Spin-Off is expected to be a non-taxable event for Barnes & Noble and its shareholders, and Barnes & Noble’s U.S. shareholders (other than those subject to special rules) generally will not recognize gain or loss as a result of the distribution of B&N Education shares. |
History of Barnes & Noble Educa
History of Barnes & Noble Education, Inc. | 3 Months Ended |
Jul. 30, 2016 | |
History of Barnes & Noble Education, Inc. | 2. History of Barnes & Noble Education, Inc. On September 30, 2009, Barnes & Noble acquired Barnes & Noble College Booksellers, LLC (B&N College) from Leonard and Louise Riggio. From that date until October 4, 2012, B&N College was wholly owned by Barnes & Noble Booksellers, Inc. B&N Education was initially incorporated under the name NOOK Media Inc. in July 2012 to hold Barnes & Noble’s B&N College and NOOK digital businesses. On October 4, 2012, Microsoft Corporation (Microsoft) acquired a 17.6% non-controlling preferred membership interest in B&N Education’s subsidiary B&N Education, LLC (formerly NOOK Media LLC) (the LLC), and through B&N Education, Barnes & Noble maintained an 82.4% controlling interest of the B&N College and NOOK digital businesses. On January 22, 2013, Pearson Education, Inc. (Pearson) acquired a 5% non-controlling preferred membership interest in the LLC, entered into a commercial agreement with the LLC relating to the B&N College business and received warrants to purchase an additional preferred membership interest in the LLC. On December 4, 2014, B&N Education re-acquired Microsoft’s interest in the LLC in exchange for cash and common stock of Barnes & Noble and the Microsoft commercial agreement was terminated effective as of such date. On December 22, 2014, B&N Education also re-acquired Pearson’s interest in the LLC and certain related warrants previously issued to Pearson. In connection with these transactions, Barnes & Noble entered into contingent payment agreements with Microsoft and Pearson providing for additional payments upon the occurrence of certain events, including upon a sale of the NOOK digital business. As a result of these transactions, Barnes & Noble owned, prior to the Spin-Off, 100% of B&N Education. On May 1, 2015, B&N Education distributed to Barnes & Noble all of the membership interests in B&N Education’s NOOK digital business. As a result, B&N Education ceased to own any interest in the NOOK digital business, which remains a wholly owned subsidiary of Barnes & Noble. |
Discontinued Operations of Barn
Discontinued Operations of Barnes & Noble Education, Inc. | 3 Months Ended |
Jul. 30, 2016 | |
Discontinued Operations of Barnes & Noble Education, Inc. | 3. Discontinued Operations of Barnes & Noble Education, Inc. The Company has recognized the separation of B&N Education in accordance with Accounting Standards Codification (ASC) 205-20, Discontinued Operations The following unaudited financial information presents the discontinued operations for the 13 weeks ended August 1, 2015: Sales $ 238,983 Cost of sales and occupancy 186,697 Gross profit 52,286 Selling and administrative expenses 86,644 Depreciation and amortization 13,100 Operating loss from discontinued operations (47,458 ) Interest expense, net and amortization of deferred financing fees 3 Loss before taxes from discontinued operations (47,461 ) Income taxes (20,338 ) Net loss from discontinued operations $ (27,123 ) The following unaudited table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations: August 1, Carrying amounts of assets included as part of discontinued operations: Cash and cash equivalents $ 16,029 Receivables, net 35,460 Merchandise inventories, net 766,768 Prepaid expenses and other current assets 15,262 Total current assets 833,519 Property and equipment: Buildings and leasehold improvements 154,524 Fixtures and equipment 341,708 496,232 Less accumulated depreciation and amortization 387,449 Net property and equipment 108,783 Goodwill 274,070 Intangible assets, net 195,627 Other non-current assets 44,738 Total assets classified as discontinued operations in the consolidated balance sheet $ 1,456,737 Carrying amounts of liabilities included as part of discontinued operations: Accounts payable $ 601,240 Accrued liabilities 97,792 Total current liabilities 699,032 Long-term deferred taxes 42,001 Other long-term liabilities 34,405 Total liabilities classified as discontinued operations in the consolidated balance sheet $ 775,438 |
EBook Settlement
EBook Settlement | 3 Months Ended |
Jul. 30, 2016 | |
EBook Settlement | 4. EBook Settlement The Company provided credits to eligible customers resulting from the settlement reached with Apple Inc. (Apple) in an antitrust lawsuit filed by various State Attorneys General and private class plaintiffs regarding the price of digital books. The Company’s customers were entitled to $95,707 in total credits as a result of the settlement, which is funded by Apple. If a customer’s credit is not used to make a purchase within one year, the entire credit will expire. The Company recorded estimated redemptions of $53,809 during fiscal 2016 as a receivable from the Apple settlement fund and a liability to its customers with a deadline of June 2017 for the activation of all credits. As of July 30, 2016, the Company’s customers had activated $39,532 in credits, of which $21,882 were redeemed. Total receivables from the Apple settlement fund was $29,166 as of July 30, 2016. |
Merchandise Inventories
Merchandise Inventories | 3 Months Ended |
Jul. 30, 2016 | |
Merchandise Inventories | 5. Merchandise Inventories Merchandise inventories are stated at the lower of cost or market. Cost is determined primarily by the retail inventory method under the first-in, first-out (FIFO) basis. NOOK merchandise inventories are recorded based on the average cost method. Market is determined based on the estimated net realizable value, which is generally the selling price. Reserves for non-returnable inventory are based on the Company’s history of liquidating non-returnable inventory. The Company also estimates and accrues shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Jul. 30, 2016 | |
Revenue Recognition | 6. Revenue Recognition Revenue from sales of the Company’s products is recognized at the time of sale or shipment, other than those with multiple elements and Free On Board (FOB) destination point shipping terms. The Company accrues for estimated sales returns in the period in which the related revenue is recognized based on historical experience. ECommerce revenue from sales of products ordered through the Company’s websites is recognized upon estimated delivery and receipt of the shipment by its customers. Freight costs are included within the Company’s cost of sales and occupancy. Sales taxes collected from retail customers are excluded from reported revenues. All of the Company’s sales are recognized as revenue on a “net” basis, including sales in connection with any periodic promotions offered to customers. The Company does not treat any promotional offers as expenses. In accordance with ASC 605-25, Revenue Recognition, Multiple-Element Arrangements, ® The Company includes post-service customer support (PCS) in the form of software updates and potential increased functionality on a when-and-if-available basis with the purchase of a NOOK ® ® ® The average percentage of a NOOK ® ® The Company also pays certain vendors who distributed NOOK ® ® Reporting Revenue Gross as a Principal versus Net as an Agent The Company rents physical textbooks. Revenue from the rental of physical textbooks is deferred and recognized over the rental period commencing at point of sale. The Company offers a buyout option to allow the purchase of a rented book at the end of the semester. The Company records the buyout purchase when the customer exercises and pays the buyout option price. In these instances, the Company would accelerate any remaining deferred rental revenue at the point of sale. NOOK acquires the rights to distribute digital content from publishers and distributes the content on www.barnesandnoble.com, NOOK ® The Barnes & Noble Member Program offers members greater discounts and other benefits for products and services, as well as exclusive offers and promotions via e-mail or direct mail, for an annual fee of $25.00, which is non-refundable after the first 30 days. Revenue is recognized over the twelve-month period based upon historical spending patterns for Barnes & Noble Members. In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers |
Research and Development Costs
Research and Development Costs for Software Products | 3 Months Ended |
Jul. 30, 2016 | |
Research and Development Costs for Software Products | 7. Research and Development Costs for Software Products The Company follows the guidance in ASC 985-20, Cost of Software to Be Sold, Leased or Marketed |
Internal-Use Software and Websi
Internal-Use Software and Website Development Costs | 3 Months Ended |
Jul. 30, 2016 | |
Internal-Use Software and Website Development Costs | 8. Internal-Use Software and Website Development Costs Direct costs incurred to develop software for internal use and website development costs are capitalized and amortized over an estimated useful life of three to seven years. The Company capitalized costs, primarily related to labor, consulting, hardware and software, of $6,341 and $6,085 during the 13 weeks ended July 30, 2016 and August 1, 2015, respectively. Amortization of previously capitalized amounts was $6,595 and $7,086 during the 13 weeks ended July 30, 2016 and August 1, 2015, respectively. Costs related to the design or maintenance of internal-use software and website development are expensed as incurred. |
Net Earnings (Loss) per Share
Net Earnings (Loss) per Share | 3 Months Ended |
Jul. 30, 2016 | |
Net Earnings (Loss) per Share | 9. Net Earnings (Loss) per Share In accordance with ASC 260-10-45, Share-Based Payment Arrangements and Participating Securities and the Two-Class Method Basic earnings per common share are calculated by dividing the net income, adjusted for preferred dividends and income allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted net income per common share reflects the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares. The dilutive effect of participating securities is calculated using the more dilutive of the treasury stock method or two-class method. Other potentially dilutive securities include preferred stock, stock options, restricted stock units granted after July 15, 2015, and performance-based stock units and are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. Due to the net loss during the 13 weeks ended July 30, 2016 and August 1, 2015, participating securities in the amounts of 1,386,935 and 2,694,632, respectively, were excluded from the calculation of loss per share using the two-class method because the effect would be antidilutive. The Company’s outstanding non-participating securities consisting of dilutive stock options of 87,239 and 141,897 for the 13 weeks ended July 30, 2016 and August 1, 2015, respectively, and accretion/payments of dividends on preferred shares were also excluded from the calculation of loss per share using the two-class method because the effect would be antidilutive. The following is a reconciliation of the Company’s basic and diluted loss per share calculation: 13 weeks ended July 30, August 1, Numerator for basic loss per share: Net loss from continuing operations attributable to Barnes & Noble, Inc. $ (14,416 ) (7,751 ) Less allocation of dividends to participating securities (203 ) — Inducement fee paid upon conversion of Series J preferred stock — (3,657 ) Preferred stock dividends paid in shares — (1,783 ) Accretion of dividends on preferred stock and membership units — (4,204 ) Net loss from continuing operations available to common shareholders $ (14,619 ) (17,395 ) Net loss from discontinued operations available to common shareholders — (27,123 ) Net loss available to common shareholders $ (14,619 ) (44,518 ) Numerator for diluted loss per share: Net loss from continuing operations available to common shareholders $ (14,619 ) (17,395 ) Net loss from discontinued operations available to common shareholders — (27,123 ) Net loss available to common shareholders $ (14,619 ) (44,518 ) Denominator for basic and diluted loss per share: Basic and diluted weighted average common shares 72,903 65,547 Basic loss per common share: Loss from continuing operations $ (0.20 ) (0.27 ) Loss from discontinued operations — (0.41 ) Basic loss per common share $ (0.20 ) (0.68 ) Diluted loss per common share: Loss from continuing operations $ (0.20 ) (0.27 ) Loss from discontinued operations — (0.41 ) Diluted loss per common share $ (0.20 ) (0.68 ) |
Segment Reporting
Segment Reporting | 3 Months Ended |
Jul. 30, 2016 | |
Segment Reporting | 10. Segment Reporting The Company’s two operating segments are B&N Retail and NOOK. B&N Retail This segment includes 638 bookstores as of July 30, 2016, primarily under the Barnes & Noble Booksellers trade name. These Barnes & Noble stores generally offer a comprehensive trade book title base, a café, and departments dedicated to Juvenile, Toys & Games, DVDs, Music & Vinyl, Gift, Magazine, Bargain products and a dedicated NOOK ® NOOK This segment includes the Company’s digital business, including the development and support of the Company’s NOOK ® ® Summarized financial information concerning the Company’s reportable segments is presented below: Sales by Segment 13 weeks ended July 30, August 1, B&N Retail $ 881,713 938,998 NOOK 41,048 54,335 Elimination (a) (8,879 ) (14,774 ) Total $ 913,882 978,559 Sales by Product Line 13 weeks ended July 30, August 1, Media (b) 72 % 73 % Digital (c) 4 % 6 % Other (d) 24 % 21 % Total 100 % 100 % Depreciation and Amortization 13 weeks ended July 30, August 1, B&N Retail $ 24,962 24,780 NOOK 6,075 8,873 Total $ 31,037 33,653 Operating Income (Loss) 13 weeks ended July 30, August 1, B&N Retail $ (7,367 ) 20,524 NOOK (14,022 ) (26,209 ) Total $ (21,389 ) (5,685 ) Capital Expenditures 13 weeks ended July 30, August 1, B&N Retail $ 21,826 19,765 NOOK 976 2,922 Total $ 22,802 22,687 Total Assets (e) As of As of B&N Retail $ 1,925,281 1,682,197 NOOK 122,873 408,199 Discontinued Operations — 1,456,737 Total $ 2,048,154 3,547,133 (a) Represents sales from NOOK to B&N Retail on a sell-through basis. (b) Includes tangible books, music, movies, rentals and newsstand. (c) Includes NOOK ® (d) Includes Toys & Games, café products, gifts and miscellaneous other. (e) Excludes intercompany balances. A reconciliation of operating loss from reportable segments to loss from continuing operations before taxes in the consolidated financial statements is as follows: 13 weeks ended July 30, August 1, Reportable segments operating loss $ (21,389 ) (5,685 ) Interest expense, net and amortization of deferred financing costs 1,629 2,919 Consolidated loss before taxes $ (23,018 ) (8,604 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Jul. 30, 2016 | |
Intangible Assets and Goodwill | 11. Intangible Assets and Goodwill As of July 30, 2016 Amortizable Intangible Assets Useful Gross Carrying Accumulated Total Technology 5-10 $ 10,710 (9,691 ) $ 1,019 Distribution contracts 10 8,325 (7,979 ) 346 Other 3-10 6,375 (6,321 ) 54 $ 25,410 (23,991 ) $ 1,419 Unamortizable Intangible Assets Trade name $ 293,400 Publishing contracts 15,894 $ 309,294 Total amortizable and unamortizable intangible assets $ 310,713 As of August 1, 2015 Amortizable Intangible Assets Useful Gross Carrying Accumulated Total Technology 5-10 $ 10,710 (9,225 ) $ 1,485 Distribution contracts 10 8,325 (7,683 ) 642 Other 3-10 6,271 (6,255 ) 16 $ 25,306 (23,163 ) $ 2,143 Unamortizable Intangible Assets Trade name $ 293,400 Publishing contracts 19,734 $ 313,134 Total amortizable and unamortizable intangible assets $ 315,277 All amortizable intangible assets are being amortized over their useful life on a straight-line basis. Aggregate Amortization Expense For the 13 weeks ended July 30, 2016 $ 191 For the 13 weeks ended August 1, 2015 $ 375 Estimated Amortization Expense (12 months ending on or about April 30) 2017 $ 745 2018 $ 541 2019 $ 324 The carrying amount of goodwill was $211,276 and $215,197 as of July 30, 2016 and August 1, 2015, respectively. |
Gift Cards
Gift Cards | 3 Months Ended |
Jul. 30, 2016 | |
Gift Cards | 12. Gift Cards The Company sells gift cards, which can be used in its stores, on www.barnesandnoble.com, on NOOK ® th The Company recognized gift card breakage of $4,921 and $5,390 during the 13 weeks ended July 30, 2016 and August 1, 2015, respectively. The Company had gift card liabilities of $360,679 and $344,239 as of July 30, 2016 and August 1, 2015, respectively. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Jul. 30, 2016 | |
Other Long-Term Liabilities | 13. Other Long-Term Liabilities Other long-term liabilities consist primarily of deferred rent, tax liabilities and reserves, long-term insurance liabilities and asset retirement obligations. The Company provides for minimum rent expense over the lease terms (including the build-out period) on a straight-line basis. The excess of such rent expense over actual lease payments (net of tenant allowances) is classified as deferred rent. Other long-term liabilities also include store closing expenses and long-term deferred revenues. The Company had the following other long-term liabilities at July 30, 2016, August 1, 2015 and April 30, 2016: July 30, August 1, April 30, Deferred rent $ 65,190 85,323 70,006 Tax liabilities and reserves 13,758 42,820 13,758 Insurance liabilities 15,599 15,659 15,219 Asset retirement obligations 11,681 11,329 11,268 Other 5,113 3,431 3,933 Total other long-term liabilities $ 111,341 158,562 114,184 |
Income Taxes
Income Taxes | 3 Months Ended |
Jul. 30, 2016 | |
Income Taxes | 14. Income Taxes The Company recorded an income tax benefit of $8,602 on a pre-tax loss of $23,018 during the 13 weeks ended July 30, 2016, which represented an effective income tax rate of 37.4%. The Company recorded an income tax benefit of $853 on pre-tax loss of $8,604 during the 13 weeks ended August 1, 2015, which represented an effective income tax rate of 9.9%. The income tax benefits for the 13 weeks ended July 30, 2016 and August 1, 2015, respectively, include the impact of permanent items such as meals and entertainment, non-deductible executive compensation, tax credits and changes in uncertain tax positions. The prior year rate included approximately $2,026 of tax expense as a result of changes in uncertain tax positions. The Company continues to maintain a valuation allowance against certain state items. |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 3 Months Ended |
Jul. 30, 2016 | |
Fair Values of Financial Instruments | 15. Fair Values of Financial Instruments In accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 – Observable inputs that reflect quoted prices in active markets Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions The Company’s financial instruments include cash, receivables, gift cards, accrued liabilities, accounts payable and its credit facility. The fair values of cash, receivables, gift cards, accrued liabilities and accounts payable approximate carrying values because of the short-term nature of these instruments. The Company believes that its credit facility approximates fair value since interest rates are adjusted to reflect current rates. |
Credit Facility
Credit Facility | 3 Months Ended |
Jul. 30, 2016 | |
Credit Facility | 16. Credit Facility Prior to August 3, 2015, the Company was party to an amended and restated credit facility with Bank of America, N.A., as administrative agent, collateral agent and swing line lender, and other lenders, dated as of April 29, 2011 (as amended and modified to date, the Credit Facility), consisting of up to $1,000,000 in aggregate commitments under a five-year asset-backed revolving credit facility, which was scheduled to expire on April 29, 2016. On August 3, 2015, the Company and certain of its subsidiaries entered into a credit agreement (New Credit Agreement) with Bank of America, N.A., as administrative agent, collateral agent and swing line lender, and the other lenders from time to time party thereto, under which the lenders committed to provide a five-year asset-backed revolving credit facility in an aggregate committed principal amount of $700,000 (New Credit Facility). Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Wells Fargo Bank, N.A. and SunTrust Robinson Humphrey, Inc. are the joint lead arrangers for the New Credit Facility. The $700,000 New Credit Facility replaced the $1,000,000 Credit Facility. Proceeds from the New Credit Facility are used for general corporate purposes, including seasonal working capital needs. The Company and certain of its subsidiaries are permitted to borrow under the New Credit Facility. The New Credit Facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the New Credit Facility (collectively, the Loan Parties), but excluding the equity interests in the Company and its subsidiaries, intellectual property, equipment and certain other property. Borrowings under the New Credit Facility are limited to a specified percentage of eligible collateral. The Company has the option to request an increase in commitments under the New Credit Facility of up to $250,000, subject to certain restrictions. Interest under the New Credit Facility accrues, at the election of the Company, at a LIBOR or alternate base rate, plus, in each case, an applicable interest rate margin, which is determined by reference to the level of excess availability under the New Credit Facility. Loans will initially bear interest at LIBOR plus 1.750% per annum, in the case of LIBOR borrowings, or at the alternate base rate plus 0.750% per annum, in the alternative, and thereafter the interest rate will fluctuate between LIBOR plus 2.000% per annum and LIBOR plus 1.500% per annum (or between the alternate base rate plus 1.000% per annum and the alternate base rate plus 0.500% per annum), based upon the average daily availability for the immediately preceding fiscal quarter. The New Credit Agreement contains customary negative covenants, which limit the Company’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets, among other things. In addition, if excess availability under the New Credit Facility were to fall below certain specified levels, certain additional covenants (including fixed charge coverage ratio requirements) would be triggered, and the lenders would assume dominion and control over the Loan Parties’ cash. The New Credit Agreement contains customary events of default, including payment defaults, material breaches of representations and warranties, covenant defaults, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business. The New Credit Agreement also contains customary affirmative covenants and representations and warranties. The Company wrote off $460 of deferred financing fees related to the Credit Facility during the second quarter of fiscal 2016 and the remaining unamortized deferred financing fees of $3,542 were deferred and are being amortized over the five-year term of the New Credit Facility. The Company also incurred $5,701 of fees to secure the New Credit Facility, which are being amortized over the five-year term accordingly. The Company had $64,600 of outstanding debt under the New Credit Facility as of July 30, 2016 and no outstanding debt under the previous Credit Facility as of August 1, 2015. The Company had $38,895 of outstanding letters of credit under its New Credit Facility as of July 30, 2016 compared with $51,351 under the previous Credit Facility as of August 1, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Jul. 30, 2016 | |
Stock-Based Compensation | 17. Stock-Based Compensation For the 13 weeks ended July 30, 2016 and August 1, 2015, the Company recognized stock-based compensation expense in selling and administrative expenses as follows: 13 weeks ended July 30, August 1, Restricted Stock Expense $ 210 240 Restricted Stock Units Expense 2,561 2,636 Performance-Based Stock Unit Expense 304 67 Stock Option Expense — 209 Stock-Based Compensation Expense $ 3,075 3,152 |
Pension and Other Postretiremen
Pension and Other Postretirement Benefit Plans | 3 Months Ended |
Jul. 30, 2016 | |
Pension and Other Postretirement Benefit Plans | 18. Pension and Other Postretirement Benefit Plans As of December 31, 1999, substantially all employees of the Company were covered under a non-contributory defined benefit pension plan (the Pension Plan). As of January 1, 2000, the Pension Plan was amended so that employees no longer earn benefits for subsequent service. Effective December 31, 2004, the Barnes & Noble.com Employees’ Retirement Plan (the B&N.com Retirement Plan) was merged with the Pension Plan. Substantially all employees of Barnes & Noble.com were covered under the B&N.com Retirement Plan. As of July 1, 2000, the B&N.com Retirement Plan was amended so that employees no longer earn benefits for subsequent service. Subsequent service continued to be the basis for vesting of benefits not yet vested at December 31, 1999 and June 30, 2000 for the Pension Plan and the B&N.com Retirement Plan, respectively. On June 18, 2014, the Company’s Board of Directors approved a resolution to terminate the Pension Plan. The Pension Plan termination was effective November 1, 2014 and the accrued benefit for active participants was vested as of such date. As a result of the Pension Plan termination, pension liability and other comprehensive loss increased by $15,747, before tax, during the 13 weeks ended August 2, 2014. The pension liability was settled in either a lump-sum payment or a purchased annuity. A special lump-sum opportunity was offered to the terminated vested participants in the Pension Plan during the 13 weeks ended November 1, 2014, which triggered settlement accounting in the period ended January 31, 2015. The settlement represented 735 participants who elected to receive a lump sum of their benefit, totaling $15,190. The distributions primarily took place in December 2014 and resulted in a settlement charge of $7,317, which was reclassified from other comprehensive income to selling and administrative expenses during fiscal 2015. In addition, the Pension Plan received a favorable determination letter, dated October 15, 2015, from the Internal Revenue Service. This determination letter rules that the termination of the Pension Plan, as amended, does not affect its tax-qualified status. The net impact of the Pension Plan termination, special lump-sum opportunity, settlement accounting and remeasurement and regular plan experience, was an increase in pension liability of $3,062 and a decrease in other comprehensive income of $6,503, before tax, in fiscal 2015. In fiscal 2016, there was a final Pension Plan termination lump-sum opportunity offered to the remaining 2,300 active and terminated vested participants at the final Pension Plan termination distribution date. To effectuate the full plan liquidation, lump-sum payments totaling approximately $18,100 were distributed in March 2016 to about 1,800 participants who elected to receive an immediate distribution of their benefit as part of the plan termination lump-sum window. Benefits for the remaining plan population were transferred to Massachusetts Mutual Life Insurance Company for an annuity purchase premium of $34,500, which was paid on March 28, 2016. Pension expense was $0 and $1,247 for the 13 weeks ended July 30, 2016 and August 1, 2015, respectively. There were no pension liabilities recorded at July 30, 2016. Pension liabilities were $13,008 at August 1, 2015 and recorded within accrued liabilities. The Company maintains a defined contribution plan (the Savings Plan) for the benefit of substantially all employees. Total Company contributions charged to employee benefit expenses for the Savings Plan were $3,387 and $3,511 for the 13 weeks ended July 30, 2016 and August 1, 2015, respectively. In addition, the Company provides certain health care and life insurance benefits (the Postretirement Plan) to certain retired employees, limited to those receiving benefits or retired as of April 1, 1993. Total Company’s employee benefit expenses for the Postretirement Plan were $(97) and $38 for the 13 weeks ended July 30, 2016 and August 1, 2015, respectively. |
Samsung Commercial Agreement
Samsung Commercial Agreement | 3 Months Ended |
Jul. 30, 2016 | |
Samsung Commercial Agreement | 19. Samsung Commercial Agreement On June 4, 2014, NOOK Digital, LLC (NOOK Digital) (formerly NOOK Media Sub and barnesandnoble.com llc), a wholly owned subsidiary of B&N Education as of such date and a subsidiary of Barnes & Noble, entered into a commercial agreement (Agreement) with Samsung Electronics America, Inc. (Samsung) relating to tablets. Pursuant to the Agreement, NOOK Digital, after good faith consultations with Samsung and subject to Samsung’s agreement, selected Samsung tablet devices under development to be customized and co-branded by NOOK Digital. Such devices are produced by Samsung. The co-branded NOOK ® Under the Agreement, NOOK Digital committed to purchase a minimum of 1,000,000 NOOK ® NOOK Digital and Samsung have agreed to coordinate customer service for the co-branded NOOK ® ® The Agreement had a two-year term, with certain termination rights, including termination (i) by NOOK Digital for a Samsung material default; (ii) by Samsung for a NOOK Digital material default; (iii) by NOOK Digital if Samsung fails to meet its shipping and delivery obligations in any material respect on a timely basis; and (iv) by either party upon insolvency or bankruptcy of the other party. On May 17, 2016, NOOK Digital and Samsung amended the Agreement, pursuant to which NOOK Digital agreed to a minimum purchase commitment during the first twelve months after launch of any co-branded NOOK ® |
Series J Preferred Stock
Series J Preferred Stock | 3 Months Ended |
Jul. 30, 2016 | |
Series J Preferred Stock | 20. Series J Preferred Stock On August 18, 2011, the Company entered into an investment agreement between the Company and Liberty GIC, Inc. (Liberty), pursuant to which the Company issued and sold to Liberty, and Liberty purchased, 204,000 shares of the Company’s Series J Preferred Stock, par value $0.001 per share (Preferred Stock), for an aggregate purchase price of $204,000 in a private placement exempt from the registration requirements of the 1933 Act. The shares of Preferred Stock were convertible, at the option of the holders, into shares of Common Stock representing 16.6% of the Common Stock outstanding as of August 29, 2011 (after giving pro forma effect to the issuance of the Preferred Stock) based on the initial conversion rate. The initial conversion rate reflected an initial conversion price of $17.00 and was subject to adjustment in certain circumstances. The initial dividend rate for the Preferred Stock was equal to 7.75% per annum of the initial liquidation preference of the Preferred Stock paid quarterly and subject to adjustment in certain circumstances. On April 8, 2014, Liberty sold the majority of its shares to qualified institutional buyers in reliance on Rule 144A under the Securities Act and had retained an approximate 10% stake of its initial investment. As a result, Liberty no longer had the right to elect two preferred stock directors to the Company’s Board. Additionally, the consent rights and pre-emptive rights, to which Liberty was previously entitled, ceased to apply. On June 5, 2015, the Company entered into conversion agreements with five beneficial owners (Series J Holders) of its Preferred Stock, pursuant to which each of the Series J Holders had agreed to convert (Conversion) shares of Preferred Stock it beneficially owned into shares of the Company’s common stock, par value $0.001 per share (Company Common Stock), and additionally received a cash payment from the Company in connection with the Conversion. On July 9, 2015, the Company completed the Conversion. Pursuant to the terms of the Conversion Agreements, the Series J Holders converted an aggregate of 103,995 shares of Preferred Stock into 6,117,342 shares of Company Common Stock, and made an aggregate cash payment to the Series J Holders of $3,657 plus cash in lieu of fractional shares in connection with the Conversion. The number of shares of Company Common Stock issued was determined based on a conversion ratio of 58.8235 shares of Company Common Stock per share of Preferred Stock converted, which was the conversion rate in the Certificate of the Designations with respect to the Preferred Stock, dated as of August 18, 2011. On July 10, 2015, the Company gave notice of its exercise of the right to force conversion of all outstanding shares of its Senior Convertible Redeemable Series J Preferred Stock into Company Common Stock pursuant to Section 9 of the Certificate of Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Series J Preferred Stock, dated as of August 18, 2011 (the Forced Conversion). The effective date of the Forced Conversion was July 24, 2015. On the date of the Forced Conversion, each share of Series J Preferred Stock was automatically converted into 59.8727 shares of Company Common Stock, which included shares of Company Common Stock reflecting accrued and unpaid dividends on Series J Preferred Stock. Each holder of Series J Preferred Stock received whole shares of Company Common Stock and a cash amount in lieu of fractional shares of Company Common Stock. As a result of the transactions described above, all shares of Series J Preferred Stock were retired by the Company and are no longer outstanding. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Jul. 30, 2016 | |
Shareholders' Equity | 21. Shareholders’ Equity On October 20, 2015, the Company’s Board of Directors authorized a new stock repurchase program of up to $50,000 of its common shares. Stock repurchases under this program may be made through open market and privately negotiated transactions from time to time and in such amounts as management deems appropriate. The repurchase program has no expiration date and may be suspended or discontinued at any time. The Company’s repurchase plan is intended to comply with the requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the 13 weeks ended July 30, 2016, the Company repurchased 830,583 shares at a cost of $9,743 under this plan. The Company had remaining capacity of approximately $13,539 under this program as of July 30, 2016. As of July 30, 2016, the Company has repurchased 38,844,859 shares at a cost of approximately $1,084,591 since the inception of the Company’s stock repurchase programs. The repurchased shares are held in treasury. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Jul. 30, 2016 | |
Legal Proceedings | 22. Legal Proceedings The Company is involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of its business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, securities, personal injuries and other matters. The results of these proceedings in the ordinary course of business are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations. The Company records a liability when it believes that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. The Company may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others: (i) if the damages sought are indeterminate; (ii) if proceedings are in the early stages; (iii) if there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) if there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) if there are significant factual issues to be determined or resolved; (vi) if the proceedings involve a large number of parties; (vii) if relevant law is unsettled or novel or untested legal theories are presented; or (viii) if the proceedings are taking place in jurisdictions where the laws are complex or unclear. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. Legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company’s control. As such, there can be no assurance that the final outcome of these matters will not materially and adversely affect the Company’s business, financial condition, results of operations, or cash flows. Except as otherwise described below with respect to the Adrea LLC (Adrea) matter, the Company has determined that a loss is reasonably possible with respect to the matters described below. Based on its current knowledge, the Company has determined that the amount of loss or range of loss that is reasonably possible (or, in the case of Adrea, probable), including any reasonably possible (or, in the case of Adrea, probable) losses in excess of amounts already accrued, is not estimable. The following is a discussion of the material legal matters involving the Company. PIN Pad Litigation As previously disclosed, the Company discovered that PIN pads in certain of its stores had been tampered with to allow criminal access to card data and PIN numbers on credit and debit cards swiped through the terminals. Following public disclosure of this matter on October 24, 2012, the Company was served with four putative class action complaints (three in federal district court in the Northern District of Illinois and one in the Northern District of California), each of which alleged on behalf of national and other classes of customers who swiped credit and debit cards in Barnes & Noble Retail stores common law claims such as negligence, breach of contract and invasion of privacy, as well as statutory claims such as violations of the Fair Credit Reporting Act, state data breach notification statutes, and state unfair and deceptive practices statutes. The actions sought various forms of relief including damages, injunctive or equitable relief, multiple or punitive damages, attorneys’ fees, costs, and interest. All four cases were transferred and/or assigned to a single judge in the United States District Court for the Northern District of Illinois, and a single consolidated amended complaint was filed. The Company filed a motion to dismiss the consolidated amended complaint in its entirety, and in September 2013, the Court granted the motion to dismiss without prejudice. The Plaintiffs then filed an amended complaint, and the Company filed a second motion to dismiss. That motion is pending. Cassandra Carag individually and on behalf of others similarly situated v. Barnes & Noble, Inc., Barnes & Noble Booksellers, Inc. and DOES 1 through 100 inclusive County Superior Court, asserting claims on behalf of herself and all other hourly (non-exempt) Barnes & Noble employees in California in the preceding four years for unpaid regular and overtime wages based on alleged off-the-clock work, penalties and pay based on missed meal and rest breaks, and for improper wage statements, payroll records, and untimely pay at separation as a result of the alleged pay errors during employment. Via the complaint, Carag seeks to recover unpaid wages and statutory penalties for all hourly Barnes & Noble employees within California from November 27, 2009 to present. On February 13, 2014, the Company filed an Answer in the state court and concurrently requested removal of the action to federal court. On May 30, 2014, the federal court granted Plaintiff’s motion to remand the case to state court and denied Plaintiff’s motion to strike portions of the Answer to the Complaint (referring the latter motion to the lower court for future consideration). Adrea LLC v. Barnes & Noble, Inc., barnesandnoble.com llc and NOOK Media LLC With respect to the Adrea matter described herein, the Company has determined, based on its current knowledge, that a loss is probable. On June 14, 2013, Adrea filed a complaint against Barnes & Noble, Inc., NOOK Digital, LLC (formerly barnesandnoble.com llc) and B&N Education, LLC (formerly NOOK Media LLC) (collectively, B&N) in the United States District Court for the Southern District of New York alleging that various B&N NOOK products and related online services infringe U.S. Patent Nos. 7,298,851 (‘851 patent), 7,299,501 (‘501 patent) and 7,620,703 (‘703 patent). B&N filed its Answer on August 9, 2013, denying infringement and asserting several affirmative defenses. At the same time, B&N filed counterclaims seeking declaratory judgments of non-infringement and invalidity with respect to each of the patents-in-suit. On July 1, 2014, the Court issued a decision granting partial summary judgment in B&N’s favor, and in particular granting B&N’s motion to dismiss one of Adrea’s infringement claims, and granting B&N’s motion to limit any damages award with respect to another of Adrea’s infringement claims. Beginning October 7, 2014, through and including October 22, 2014, the case was tried to a jury in the Southern District of New York. The jury returned its verdict on October 27, 2014. The jury found no infringement with respect to the ‘851 patent, and infringement with respect to the ‘501 and ‘703 patents. It awarded damages in the amount of $1,330. The jury further found no willful infringement with respect to any patent. On July 24, 2015, the Court granted B&N’s post-trial application to invalidate one of the two patents (the ‘501 patent) the jury found to have been infringed. On September 28, 2015, the Court heard post-trial motions on the jury’s infringement and validity determinations, and on February 24, 2016, it issued a decision upholding the jury’s determination of infringement and validity with respect to the ‘703 patent. Since the original damages award was a total award for both patents, the Court held a new trial to determine damages for the ‘703 patent, which concluded on July 15, 2016. The Court ordered post-trial briefing. Adrea filed its briefing on August 5, 2016, asking the Court to award damages of $1,059 for the ‘703 patent (calculated by applying a 20.2 cent per unit royalty rate to accused sales for a period prior to the first trial), and requesting enhanced damages. B&N’s response was filed on August 26, 2016 and Adrea’s reply brief is due September 8, 2016. Christine N. Hartpence individually and on behalf of those similarly situated v. Barnes & Noble, Inc. Christine Hartpence filed a complaint against Barnes & Noble, Inc. (“Barnes & Noble”) in Philadelphia County Court of Common Pleas on May 26, 2015 (Case No.: 160503426), alleging that she is entitled to unpaid compensation for overtime under Pennsylvania law and seeking to represent a class of allegedly similarly situated employees who performed the same position (Café Manager). On July 14, 2016, Ms. Hartpence amended her complaint to assert a purported collective action for alleged unpaid overtime compensation under the federal Fair Labor Standards Act, by which she seeks to act as a class representative for similarly situated Café Managers throughout the United States. On July 27, 2016, Barnes & Noble removed the case to the U.S. District Court of the Eastern District of Pennsylvania (Case No.: 16-4034), where it is currently pending. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Jul. 30, 2016 | |
Recent Accounting Pronouncements | 23. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2015, the FASB issued ASU 2015-17, Income Taxes, Balance Sheet Classification of Deferred Taxes In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements Technical Corrections and Improvements In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Effective May 3, 2015, the Company was required to adopt ASU 2014-08, Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity In May 2014, the FASB issued ASU 2014-09. The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. ASU 2014-09, as amended by ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-12, is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted for annual reporting periods beginning after December 15, 2016. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company has not yet selected a transition method nor has it determined the impact of adoption on its consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jul. 30, 2016 | |
Subsequent Events | 24. Subsequent Events Chief Executive Officer Departure On August 16, 2016, the Company announced the departure of its Chief Executive Officer, Ronald D. Boire. The Board of Directors determined that Mr. Boire was not a good fit for the organization and that it was in the best interests of all parties for him to leave the Company. The Company’s Executive Chairman, Leonard Riggio, who was scheduled to retire as Executive Chairman at the close of the Company’s Annual Meeting on September 14, 2016, has postponed his retirement until a later date. An estimate of the costs related to Mr. Boire’s departure cannot be made at this time. The Company immediately commenced an executive search for a new CEO. Mr. Riggio, along with other members of the executive management team, assumed Mr. Boire’s duties. The Company will continue to execute on its previously announced strategic initiatives. |
Discontinued Operations of Ba35
Discontinued Operations of Barnes & Noble Education, Inc. (Tables) | 3 Months Ended |
Jul. 30, 2016 | |
Schedule of Operations and Classes of Assets and Liabilities of Discontinued Operations | The following unaudited financial information presents the discontinued operations for the 13 weeks ended August 1, 2015: Sales $ 238,983 Cost of sales and occupancy 186,697 Gross profit 52,286 Selling and administrative expenses 86,644 Depreciation and amortization 13,100 Operating loss from discontinued operations (47,458 ) Interest expense, net and amortization of deferred financing fees 3 Loss before taxes from discontinued operations (47,461 ) Income taxes (20,338 ) Net loss from discontinued operations $ (27,123 ) The following unaudited table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations: August 1, Carrying amounts of assets included as part of discontinued operations: Cash and cash equivalents $ 16,029 Receivables, net 35,460 Merchandise inventories, net 766,768 Prepaid expenses and other current assets 15,262 Total current assets 833,519 Property and equipment: Buildings and leasehold improvements 154,524 Fixtures and equipment 341,708 496,232 Less accumulated depreciation and amortization 387,449 Net property and equipment 108,783 Goodwill 274,070 Intangible assets, net 195,627 Other non-current assets 44,738 Total assets classified as discontinued operations in the consolidated balance sheet $ 1,456,737 Carrying amounts of liabilities included as part of discontinued operations: Accounts payable $ 601,240 Accrued liabilities 97,792 Total current liabilities 699,032 Long-term deferred taxes 42,001 Other long-term liabilities 34,405 Total liabilities classified as discontinued operations in the consolidated balance sheet $ 775,438 |
Net Earnings (Loss) per Share (
Net Earnings (Loss) per Share (Tables) | 3 Months Ended |
Jul. 30, 2016 | |
Reconciliation of Basic and Diluted Loss Per Share | The following is a reconciliation of the Company’s basic and diluted loss per share calculation: 13 weeks ended July 30, August 1, Numerator for basic loss per share: Net loss from continuing operations attributable to Barnes & Noble, Inc. $ (14,416 ) (7,751 ) Less allocation of dividends to participating securities (203 ) — Inducement fee paid upon conversion of Series J preferred stock — (3,657 ) Preferred stock dividends paid in shares — (1,783 ) Accretion of dividends on preferred stock and membership units — (4,204 ) Net loss from continuing operations available to common shareholders $ (14,619 ) (17,395 ) Net loss from discontinued operations available to common shareholders — (27,123 ) Net loss available to common shareholders $ (14,619 ) (44,518 ) Numerator for diluted loss per share: Net loss from continuing operations available to common shareholders $ (14,619 ) (17,395 ) Net loss from discontinued operations available to common shareholders — (27,123 ) Net loss available to common shareholders $ (14,619 ) (44,518 ) Denominator for basic and diluted loss per share: Basic and diluted weighted average common shares 72,903 65,547 Basic loss per common share: Loss from continuing operations $ (0.20 ) (0.27 ) Loss from discontinued operations — (0.41 ) Basic loss per common share $ (0.20 ) (0.68 ) Diluted loss per common share: Loss from continuing operations $ (0.20 ) (0.27 ) Loss from discontinued operations — (0.41 ) Diluted loss per common share $ (0.20 ) (0.68 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Jul. 30, 2016 | |
Summarized Financial Information of Reportable Segments | Summarized financial information concerning the Company’s reportable segments is presented below: Sales by Segment 13 weeks ended July 30, August 1, B&N Retail $ 881,713 938,998 NOOK 41,048 54,335 Elimination (a) (8,879 ) (14,774 ) Total $ 913,882 978,559 Sales by Product Line 13 weeks ended July 30, August 1, Media (b) 72 % 73 % Digital (c) 4 % 6 % Other (d) 24 % 21 % Total 100 % 100 % Depreciation and Amortization 13 weeks ended July 30, August 1, B&N Retail $ 24,962 24,780 NOOK 6,075 8,873 Total $ 31,037 33,653 Operating Income (Loss) 13 weeks ended July 30, August 1, B&N Retail $ (7,367 ) 20,524 NOOK (14,022 ) (26,209 ) Total $ (21,389 ) (5,685 ) Capital Expenditures 13 weeks ended July 30, August 1, B&N Retail $ 21,826 19,765 NOOK 976 2,922 Total $ 22,802 22,687 Total Assets (e) As of As of B&N Retail $ 1,925,281 1,682,197 NOOK 122,873 408,199 Discontinued Operations — 1,456,737 Total $ 2,048,154 3,547,133 (a) Represents sales from NOOK to B&N Retail on a sell-through basis. (b) Includes tangible books, music, movies, rentals and newsstand. (c) Includes NOOK ® (d) Includes Toys & Games, café products, gifts and miscellaneous other. (e) Excludes intercompany balances. |
Reconciliation of Operating Loss from Reportable Segments | A reconciliation of operating loss from reportable segments to loss from continuing operations before taxes in the consolidated financial statements is as follows: 13 weeks ended July 30, August 1, Reportable segments operating loss $ (21,389 ) (5,685 ) Interest expense, net and amortization of deferred financing costs 1,629 2,919 Consolidated loss before taxes $ (23,018 ) (8,604 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Jul. 30, 2016 | |
Amortizable Intangible Assets and Unamortizable Intangible Assets | As of July 30, 2016 Amortizable Intangible Assets Useful Gross Carrying Accumulated Total Technology 5-10 $ 10,710 (9,691 ) $ 1,019 Distribution contracts 10 8,325 (7,979 ) 346 Other 3-10 6,375 (6,321 ) 54 $ 25,410 (23,991 ) $ 1,419 Unamortizable Intangible Assets Trade name $ 293,400 Publishing contracts 15,894 $ 309,294 Total amortizable and unamortizable intangible assets $ 310,713 As of August 1, 2015 Amortizable Intangible Assets Useful Gross Carrying Accumulated Total Technology 5-10 $ 10,710 (9,225 ) $ 1,485 Distribution contracts 10 8,325 (7,683 ) 642 Other 3-10 6,271 (6,255 ) 16 $ 25,306 (23,163 ) $ 2,143 Unamortizable Intangible Assets Trade name $ 293,400 Publishing contracts 19,734 $ 313,134 Total amortizable and unamortizable intangible assets $ 315,277 |
Aggregate Amortization Expense | Aggregate Amortization Expense For the 13 weeks ended July 30, 2016 $ 191 For the 13 weeks ended August 1, 2015 $ 375 |
Estimated Amortization Expense | Estimated Amortization Expense (12 months ending on or about April 30) 2017 $ 745 2018 $ 541 2019 $ 324 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Jul. 30, 2016 | |
Other Long-Term Liabilities | The Company had the following other long-term liabilities at July 30, 2016, August 1, 2015 and April 30, 2016: July 30, August 1, April 30, Deferred rent $ 65,190 85,323 70,006 Tax liabilities and reserves 13,758 42,820 13,758 Insurance liabilities 15,599 15,659 15,219 Asset retirement obligations 11,681 11,329 11,268 Other 5,113 3,431 3,933 Total other long-term liabilities $ 111,341 158,562 114,184 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Jul. 30, 2016 | |
Stock-Based Compensation Expense in Selling and Administrative Expenses | For the 13 weeks ended July 30, 2016 and August 1, 2015, the Company recognized stock-based compensation expense in selling and administrative expenses as follows: 13 weeks ended July 30, August 1, Restricted Stock Expense $ 210 240 Restricted Stock Units Expense 2,561 2,636 Performance-Based Stock Unit Expense 304 67 Stock Option Expense — 209 Stock-Based Compensation Expense $ 3,075 3,152 |
Separation of Barnes & Noble 41
Separation of Barnes & Noble Education, Inc - Additional Information (Detail) - shares | Aug. 02, 2015 | Jul. 14, 2015 |
Spin Off Transaction [Line Items] | ||
Registration amendment dates | Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission (SEC) on February 26, 2015 and was amended on April 29, 2015, June 4, 2015, June 29, 2015, July 13, 2015, July 14, 2015 and July 15, 2015. | |
B&N Education, LLC | ||
Spin Off Transaction [Line Items] | ||
Spin-off share distribution for each share of Barnes & Noble common stock held | 0.632 | |
Percentage of membership interest following completion of Spin-Off | 100.00% | |
Date of business Spin-Off | Aug. 2, 2015 | |
Spin-Off transaction, record date | Jul. 27, 2015 |
History of Barnes & Noble Edu42
History of Barnes & Noble Education, Inc. - Additional Information (Detail) | Dec. 22, 2014 | Jan. 22, 2013 | Oct. 04, 2012 |
B&N Education, LLC | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of membership interest | 100.00% | ||
Pearson Plc | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of non controlling interest | 5.00% | ||
Microsoft Corporation | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of non controlling interest | 17.60% | ||
Percentage of membership interest | 82.40% |
Schedule of Operations for Disc
Schedule of Operations for Discontinued Operations (Detail) $ in Thousands | 3 Months Ended |
Aug. 01, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net loss from discontinued operations | $ (27,123) |
Barnes & Noble Education, Inc | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sales | 238,983 |
Cost of sales and occupancy | 186,697 |
Gross profit | 52,286 |
Selling and administrative expenses | 86,644 |
Depreciation and amortization | 13,100 |
Operating loss from discontinued operations | (47,458) |
Interest expense, net and amortization of deferred financing fees | 3 |
Loss before taxes from discontinued operations | (47,461) |
Income taxes | (20,338) |
Net loss from discontinued operations | $ (27,123) |
Disclosure - Schedule of Classe
Disclosure - Schedule of Classes of Assets and Liabilities for Discontinued Operations (Detail) $ in Thousands | Aug. 01, 2015USD ($) |
Carrying amounts of assets included as part of discontinued operations: | |
Cash and cash equivalents | $ 16,029 |
Total current assets | 833,519 |
Carrying amounts of liabilities included as part of discontinued operations: | |
Total current liabilities | 699,032 |
Barnes & Noble Education, Inc | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |
Carrying amounts of assets included as part of discontinued operations: | |
Cash and cash equivalents | 16,029 |
Receivables, net | 35,460 |
Merchandise inventories, net | 766,768 |
Prepaid expenses and other current assets | 15,262 |
Total current assets | 833,519 |
Property and equipment: | |
Buildings and leasehold improvements | 154,524 |
Fixtures and equipment | 341,708 |
Property and equipment | 496,232 |
Less accumulated depreciation and amortization | 387,449 |
Net property and equipment | 108,783 |
Goodwill | 274,070 |
Intangible assets, net | 195,627 |
Other non-current assets | 44,738 |
Total assets classified as discontinued operations in the consolidated balance sheet | 1,456,737 |
Carrying amounts of liabilities included as part of discontinued operations: | |
Accounts payable | 601,240 |
Accrued liabilities | 97,792 |
Total current liabilities | 699,032 |
Long-term deferred taxes | 42,001 |
Other long-term liabilities | 34,405 |
Total liabilities classified as discontinued operations in the consolidated balance sheet | $ 775,438 |
Credits to Eligible Customers F
Credits to Eligible Customers From Settlement - Additional Information (Detail) - Apple Inc - Antitrust Lawsuit on Price of Digital Books - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Apr. 30, 2016 | |
Loss Contingencies [Line Items] | ||
Credit settlement amount | $ 95,707 | |
Redemptions receivable from Apple | 29,166 | $ 53,809 |
Customer redemptions liability | $ 53,809 | |
Activated credit amount | 39,532 | |
Credit redeemed | $ 21,882 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Jul. 30, 2016 | Apr. 30, 2016 | Aug. 01, 2015 | |
Deferred Revenue Arrangement [Line Items] | |||
Estimated life of NOOK, years | 2 years | ||
Nook | |||
Deferred Revenue Arrangement [Line Items] | |||
Recognized over | 2 years | ||
Deferred revenue | $ 94,000 | $ 160,000 | $ 1,370,000 |
Nook | Minimum | |||
Deferred Revenue Arrangement [Line Items] | |||
Average percent, NOOK's sales price | 0.00% | ||
Nook | Maximum | |||
Deferred Revenue Arrangement [Line Items] | |||
Average percent, NOOK's sales price | 4.00% | ||
Annual Fee | |||
Deferred Revenue Arrangement [Line Items] | |||
Non-refundable, after first 30 days, annual fee | $ 25 |
Internal-use Software and Web47
Internal-use Software and Website Development Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Software and Software Development Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Capitalized software costs | $ 6,341 | $ 6,085 |
Capitalized Computer Software, Accumulated Amortization | $ 6,595 | $ 7,086 |
Website Development Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years |
Net Earnings (Loss) per Share -
Net Earnings (Loss) per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Participating Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from the calculation of earnings per share | 1,386,935 | 2,694,632 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from the calculation of earnings per share | 87,239 | 141,897 |
Reconciliation of Basic and Dil
Reconciliation of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Numerator for basic loss per share: | ||
Net loss from continuing operations attributable to Barnes & Noble, Inc. | $ (14,416) | $ (7,751) |
Less allocation of dividends to participating securities | (203) | |
Inducement fee paid upon conversion of Series J preferred stock | (3,657) | |
Preferred stock dividends paid in shares | (1,783) | |
Accretion of dividends on preferred stock and membership units | (4,204) | |
Net loss from continuing operations available to common shareholders | (14,619) | (17,395) |
Net loss from discontinued operations available to common shareholders | (27,123) | |
Net loss available to common shareholders | (14,619) | (44,518) |
Numerator for diluted loss per share: | ||
Net loss from continuing operations available to common shareholders | (14,619) | (17,395) |
Net loss from discontinued operations available to common shareholders | (27,123) | |
Net loss available to common shareholders | $ (14,619) | $ (44,518) |
Denominator for basic and diluted loss per share: | ||
Basic and diluted weighted average common shares | 72,903 | 65,547 |
Basic loss per common share | ||
Loss from continuing operations | $ (0.20) | $ (0.27) |
Loss from discontinued operations | (0.41) | |
Basic loss per common share | (0.20) | (0.68) |
Diluted loss per common share: | ||
Loss from continuing operations | (0.20) | (0.27) |
Loss from discontinued operations | (0.41) | |
Diluted loss per common share | $ (0.20) | $ (0.68) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Jul. 30, 2016StoreSegment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Segment | 2 |
B&N Retail | |
Segment Reporting Information [Line Items] | |
Number of stores | Store | 638 |
Summarized Financial Informatio
Summarized Financial Information Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Jul. 30, 2016 | Aug. 01, 2015 | Apr. 30, 2016 | ||||
Segment Reporting Information [Line Items] | ||||||
Sales | $ 913,882 | $ 978,559 | ||||
Depreciation and amortization | $ 31,037 | $ 33,653 | ||||
Sales by Product Line | 100.00% | 100.00% | ||||
Operating Profit (Loss) | $ (21,389) | $ (5,685) | ||||
Capital Expenditures | 22,802 | 22,687 | ||||
Total Assets | $ 2,048,154 | [1] | 3,547,133 | [1] | $ 2,012,782 | |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | [1] | $ 1,456,737 | ||||
Media | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales by Product Line | [2] | 72.00% | 73.00% | |||
Digital | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales by Product Line | [3] | 4.00% | 6.00% | |||
Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales by Product Line | [4] | 24.00% | 21.00% | |||
B&N Retail | ||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | [1] | $ 1,925,281 | $ 1,682,197 | |||
Nook | ||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | [1] | 122,873 | 408,199 | |||
Operating Segments | B&N Retail | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales | 881,713 | 938,998 | ||||
Depreciation and amortization | 24,962 | 24,780 | ||||
Operating Profit (Loss) | (7,367) | 20,524 | ||||
Capital Expenditures | 21,826 | 19,765 | ||||
Operating Segments | Nook | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales | 41,048 | 54,335 | ||||
Depreciation and amortization | 6,075 | 8,873 | ||||
Operating Profit (Loss) | (14,022) | (26,209) | ||||
Capital Expenditures | 976 | 2,922 | ||||
Elimination | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales | [5] | $ (8,879) | $ (14,774) | |||
[1] | Excludes intercompany balances. | |||||
[2] | Includes tangible books, music, movies, rentals and newsstand. | |||||
[3] | Includes NOOK®, related accessories, eContent and warranties. | |||||
[4] | Includes Toys & Games, café products, gifts and miscellaneous other. | |||||
[5] | Represents sales from NOOK to B&N Retail on a sell-through basis. |
Reconciliation of Operating Los
Reconciliation of Operating Loss from Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Reportable segments operating loss | $ (21,389) | $ (5,685) |
Interest expense, net and amortization of deferred financing costs | 1,629 | 2,919 |
Consolidated loss before taxes | $ (23,018) | $ (8,604) |
Amortizable Intangible Assets a
Amortizable Intangible Assets and Unamortizable Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Apr. 30, 2016 | |
Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | $ 25,410 | $ 25,306 | |
Accumulated Amortization | (23,991) | (23,163) | |
Total | 1,419 | 2,143 | |
Unamortizable intangible assets | 309,294 | 313,134 | |
Total amortizable and unamortizable, intangible assets | 310,713 | 315,277 | $ 310,904 |
Trade name | |||
Intangible Assets by Major Class [Line Items] | |||
Unamortizable intangible assets | 293,400 | 293,400 | |
Publishing contracts | |||
Intangible Assets by Major Class [Line Items] | |||
Unamortizable intangible assets | 15,894 | 19,734 | |
Technology | |||
Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 10,710 | 10,710 | |
Accumulated Amortization | (9,691) | (9,225) | |
Total | $ 1,019 | $ 1,485 | |
Technology | Minimum | |||
Intangible Assets by Major Class [Line Items] | |||
Useful Life | 5 years | 5 years | |
Technology | Maximum | |||
Intangible Assets by Major Class [Line Items] | |||
Useful Life | 10 years | 10 years | |
Distribution contracts | |||
Intangible Assets by Major Class [Line Items] | |||
Useful Life | 10 years | 10 years | |
Gross Carrying Amount | $ 8,325 | $ 8,325 | |
Accumulated Amortization | (7,979) | (7,683) | |
Total | 346 | 642 | |
Other | |||
Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 6,375 | 6,271 | |
Accumulated Amortization | (6,321) | (6,255) | |
Total | $ 54 | $ 16 | |
Other | Minimum | |||
Intangible Assets by Major Class [Line Items] | |||
Useful Life | 3 years | 3 years | |
Other | Maximum | |||
Intangible Assets by Major Class [Line Items] | |||
Useful Life | 10 years | 10 years |
Aggregate Amortization Expense
Aggregate Amortization Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Aggregate Amortization Expense | $ 191 | $ 375 |
Estimated Amortization Expense
Estimated Amortization Expense (Detail) $ in Thousands | Jul. 30, 2016USD ($) |
Estimated Amortization Expense [Line Items] | |
2,017 | $ 745 |
2,018 | 541 |
2,019 | $ 324 |
Intangible Assets and Goodwil56
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Apr. 30, 2016 | Aug. 01, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 211,276 | $ 211,276 | $ 215,197 |
Gift Cards - Additional Informa
Gift Cards - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Apr. 30, 2016 | |
Gift Cards [Line Items] | |||
Gift card breakage | $ 4,921 | $ 5,390 | |
Gift card liabilities | $ 360,679 | $ 344,239 | $ 353,103 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Apr. 30, 2016 | Aug. 01, 2015 |
Other Long-Term Liabilities | |||
Deferred rent | $ 65,190 | $ 70,006 | $ 85,323 |
Tax liabilities and reserves | 13,758 | 13,758 | 42,820 |
Insurance liabilities | 15,599 | 15,219 | 15,659 |
Asset retirement obligations | 11,681 | 11,268 | 11,329 |
Other | 5,113 | 3,933 | 3,431 |
Total other long-term liabilities | $ 111,341 | $ 114,184 | $ 158,562 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Income Taxes [Line Items] | ||
Income (loss) before taxes | $ (23,018) | $ (8,604) |
Income taxes benefit | $ (8,602) | $ (853) |
Effective income tax rate | 37.40% | 9.90% |
Tax expense as a result of changes in uncertain tax positions | $ 2,026 |
Credit Facility - Additional In
Credit Facility - Additional Information (Detail) - USD ($) | Aug. 03, 2015 | Apr. 29, 2011 | Oct. 31, 2016 | Aug. 01, 2015 | Jul. 30, 2016 |
Line of Credit Facility [Line Items] | |||||
Line of credit facility, amount outstanding | $ 0 | $ 64,600,000 | |||
Letters of credit, outstanding amount | $ 51,351,000 | $ 38,895,000 | |||
Amended Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, borrowing capacity | $ 1,000,000,000 | ||||
Credit facility maturity term, in years | 5 years | ||||
Credit facility, expiration date | Apr. 29, 2016 | ||||
Amended Credit Agreement | Scenario, Forecast | |||||
Line of Credit Facility [Line Items] | |||||
Write off of deferred financing fees | $ 460,000 | ||||
Unamortized deferred financing fees | 3,542,000 | ||||
New Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, borrowing capacity | $ 700,000,000 | ||||
Credit facility maturity term, in years | 5 years | ||||
New Credit Facility | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, percentage points added to reference rate | 1.75% | ||||
New Credit Facility | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, percentage points added to reference rate | 0.75% | ||||
New Credit Facility | Scenario, Forecast | |||||
Line of Credit Facility [Line Items] | |||||
Unamortized deferred financing fees | $ 5,701,000 | ||||
Amortization period for deferred financing fees | 5 years | ||||
New Credit Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Option to increase in commitments under credit agreement | $ 250,000,000 | ||||
New Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, percentage points added to reference rate | 2.00% | ||||
New Credit Facility | Maximum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, percentage points added to reference rate | 1.00% | ||||
New Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, percentage points added to reference rate | 1.50% | ||||
New Credit Facility | Minimum | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, percentage points added to reference rate | 0.50% |
Stock-Based Compensation Expens
Stock-Based Compensation Expense in Selling and Administrative Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 3,075 | $ 3,152 |
Selling and Administrative Expenses | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 210 | 240 |
Selling and Administrative Expenses | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 2,561 | 2,636 |
Selling and Administrative Expenses | Performance Stock Unit | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 304 | 67 |
Selling and Administrative Expenses | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 209 |
Pension and Other Postretirem62
Pension and Other Postretirement Benefit Plans - Additional Information (Detail) $ in Thousands | Mar. 28, 2016USD ($) | Mar. 31, 2016USD ($)Employee | Jul. 30, 2016USD ($) | Aug. 01, 2015USD ($) | Jan. 31, 2015USD ($)Employee | Aug. 02, 2014USD ($) | Apr. 30, 2016Employee | May 02, 2015USD ($) |
Pension and Other Postretirement Benefit Plans [Line Items] | ||||||||
Increase in pension liability | $ 15,747 | $ 3,062 | ||||||
(Increase) decrease in other comprehensive income, before tax | $ (15,747) | $ 6,503 | ||||||
Number of terminated vested participants elected to receive lump sum payments | Employee | 735 | |||||||
Lump sum payments made to plan participants | $ 15,190 | |||||||
Pension plan settlement charge | $ 18,100 | |||||||
Number of remaining active and terminated vested participants elected to receive lump sum payments | Employee | 2,300 | |||||||
Number of remaining active and terminated vested participants received lump sum payments | Employee | 1,800 | |||||||
Benefits for the remaining plan population transferred to Massachusetts Mutual Life Insurance Company | $ 34,500 | |||||||
Pension expense | $ 0 | $ 1,247 | ||||||
Pension liabilities, current | 0 | 13,008 | ||||||
Company contributions, employee benefit expenses | 3,387 | 3,511 | ||||||
Company contributions for postretirement plan | $ (97) | $ 38 | ||||||
Selling and Administrative Expenses | ||||||||
Pension and Other Postretirement Benefit Plans [Line Items] | ||||||||
Pension plan settlement charge | $ 7,317 |
Samsung Commercial Agreement -
Samsung Commercial Agreement - Additional Information (Detail) - Samsung Commercial Agreement $ in Thousands | Jun. 04, 2014Product | May 17, 2016USD ($) |
Long-term Purchase Commitment [Line Items] | ||
Minimum purchase commitment | Product | 1,000,000 | |
Purchase commitment period | 12 months | |
Purchase commitment period extension | 3 months | |
Agreement term | 2 years | |
Minimum purchase commitment, retail value | $ | $ 10,000 |
Series J Preferred Stock - Addi
Series J Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 24, 2015 | Jul. 09, 2015USD ($)shares | Aug. 18, 2011USD ($)$ / sharesshares | Jul. 30, 2016$ / shares | Apr. 30, 2016$ / shares | Aug. 01, 2015$ / shares | Jun. 05, 2015$ / shares | Apr. 08, 2014 | Aug. 29, 2011 |
Preferred Stock [Line Items] | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Series J Preferred Stock | |||||||||
Preferred Stock [Line Items] | |||||||||
Common stock, par value | $ 0.001 | ||||||||
Common stock issued pursuant to conversion | shares | 6,117,342 | ||||||||
Number of preferred stock converted into common shares | shares | 103,995 | ||||||||
Inducement fee upon conversion of preferred stock | $ | $ 3,657 | ||||||||
Stock conversion, conversion ratio | 59.8727 | 58.8235 | |||||||
Private Placement | |||||||||
Preferred Stock [Line Items] | |||||||||
Ownership percentage of initial investment | 10.00% | ||||||||
Private Placement | Series J Preferred Stock | |||||||||
Preferred Stock [Line Items] | |||||||||
Preferred Stock, shares issued | shares | 204,000 | ||||||||
Preferred Stock, par value | $ 0.001 | ||||||||
Preferred stock issued, aggregate purchase price | $ | $ 204,000 | ||||||||
Preferred Stock, convertible percentage of common stock outstanding | 16.60% | ||||||||
Preferred Stock, initial conversion price | $ 17 | ||||||||
Preferred Stock, initial dividend rate | 7.75% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Jul. 30, 2016 | Apr. 30, 2016 | Oct. 20, 2015 | Aug. 01, 2015 | |
Class of Stock [Line Items] | ||||
Stock repurchased, shares | 830,583 | |||
Stock repurchased, value | $ 9,743,000 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 13,539,000 | |||
Treasury stock, shares | 38,845,000 | 37,941,000 | 34,892,000 | |
Treasury stock, at cost | $ 1,121,053,000 | $ 1,110,438,000 | $ 1,080,925,000 | |
Maximum | ||||
Class of Stock [Line Items] | ||||
Number of shares authorized to be repurchase | $ 50,000,000 | |||
Stock Repurchase Program | ||||
Class of Stock [Line Items] | ||||
Treasury stock, shares | 38,844,859 | |||
Treasury stock, at cost | $ 1,084,591,000 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) $ in Thousands | Aug. 05, 2016USD ($) | Nov. 27, 2013LegalMatter | Jun. 14, 2013LegalMatter | Jul. 30, 2016USD ($) |
Legal Claim | ||||
Loss Contingencies [Line Items] | ||||
Number of putative shareholder derivative complaints filed | LegalMatter | 1 | |||
Damages awarded | $ | $ 1,330 | |||
Legal Claim | Subsequent Event | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Amount of damages sought | $ | $ 1,059 | |||
Carag | ||||
Loss Contingencies [Line Items] | ||||
Number of putative shareholder derivative complaints filed | LegalMatter | 1 |