BARNES & NOBLE INC (Form: 10-Q, Received: 11/20/2018 08:44:30)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 27, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12302

BARNES & NOBLE, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		06-1196501
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

122 Fifth Avenue, New York, NY		10011
(Address of Principal Executive Offices)		(Zip Code)

(212) 633-3300

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2018, 73,169,887 shares of Common Stock, par value $0.001 per share, were outstanding, which number includes 150,368 shares of unvested restricted stock that have voting rights and are held by members of the Board of Directors and the Company’s employees.

BARNES & NOBLE, INC. AND SUBSIDIARIES

Fiscal Quarter Ended October 27, 2018

Index to Form 10-Q


		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Operations – For the 13 and 26 weeks ended October 27, 2018 and October 28, 2017		1
	Consolidated Statements of Comprehensive Loss – For the 13 and 26 weeks ended October 27, 2018 and October 28, 2017		2
	Consolidated Balance Sheets – October 27, 2018, October 28, 2017 and April 28, 2018		3
	Consolidated Statement of Changes in Shareholders’ Equity – For the 26 weeks ended October 27, 2018		4
	Consolidated Statements of Cash Flows – For the 26 weeks ended October 27, 2018 and October 28, 2017		5
	Notes to Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30
Item 4.	Controls and Procedures		30

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		32
Item 1A.	Risk Factors		32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 6.	Exhibits		33
	SIGNATURES		34

PART I—FINANCIAL INFORMATION

Item 1:

Financial Statements

BARNES & NOBLE, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)


	13 weeks ended						26 weeks ended
	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
Sales	$	771,188			791,117		$	1,565,964			1,644,433
Cost of sales and occupancy		545,841			562,422			1,112,545			1,162,257

Gross profit		225,347			228,695			453,419			482,176

Selling and administrative expenses		227,659			253,728			448,047			496,023
Depreciation and amortization		24,448			27,199			48,333			53,597

Operating loss		(26,760	)		(52,232	)		(42,961	)		(67,444	)
Interest expense, net and amortization of deferred financing fees		3,432			2,678			6,684			4,718

Loss before taxes		(30,192	)		(54,910	)		(49,645	)		(72,162	)
Income tax benefit		(2,798	)		(24,816	)		(5,213	)		(31,290	)

Net loss	$	(27,394	)		(30,094	)	$	(44,432	)		(40,872	)

Loss per common share:
Basic	$	(0.38	)		(0.41	)	$	(0.61	)		(0.56	)
Diluted	$	(0.38	)		(0.41	)	$	(0.61	)		(0.56	)
Weighted average common shares outstanding:
Basic		72,935			72,597			72,811			72,525
Diluted		72,935			72,597			72,811			72,525
Dividends declared per common share	$	0.15			0.15		$	0.30			0.30

See accompanying notes to consolidated financial statements.

BARNES & NOBLE, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

(In thousands)

(unaudited)


	13 weeks ended						26 weeks ended
	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
Net loss	$	(27,394	)		(30,094	)	$	(44,432	)		(40,872	)
Other comprehensive income, net of tax		—			—			—			—

Total comprehensive loss	$	(27,394	)		(30,094	)	$	(44,432	)		(40,872	)

See accompanying notes to consolidated financial statements.

BARNES & NOBLE, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share data)


	October 27, 2018			October 28, 2017			April 28, 2018
	(unaudited)			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	11,192			11,324			10,769
Receivables, net		63,718			73,903			64,562
Merchandise inventories, net		1,145,700			1,177,080			958,196
Prepaid expenses and other current assets		77,938			141,244			65,153

Total current assets		1,298,548			1,403,551			1,098,680

Property and equipment:
Land and land improvements		2,541			2,541			2,541
Buildings and leasehold improvements		1,090,505			1,076,591			1,080,952
Fixtures and equipment		1,550,430			1,644,472			1,523,485

		2,643,476			2,723,604			2,606,978
Less accumulated depreciation and amortization		2,384,361			2,451,675			2,351,454

Net property and equipment		259,115			271,929			255,524

Goodwill		71,593			207,381			71,593
Intangible assets, net		309,419			309,860			309,649
Other non-current assets		17,484			9,967			14,122

Total assets	$	1,956,159			2,202,688			1,749,568

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	621,579			656,620			458,896
Accrued liabilities		267,479			280,905			260,209
Gift card liabilities		214,352			327,217			323,465

Total current liabilities		1,103,410			1,264,742			1,042,570

Long-term debt		278,325			242,833			158,700
Deferred taxes		72,147			83,785			52,044
Other long-term liabilities		85,842			95,155			84,271
Shareholders’ equity:
Common stock; $0.001 par value; 300,000 shares authorized; 112,752, 112,226 and 112,238 shares issued, respectively		112			112			112
Additional paid-in capital		1,751,258			1,745,822			1,749,555
Accumulated other comprehensive income		276			315			276
Retained earnings		(212,684	)		(108,383	)		(216,236	)
Treasury stock, at cost, 39,732, 39,580 and 39,585 shares, respectively		(1,122,527	)		(1,121,693	)		(1,121,724	)

Total shareholders’ equity		416,435			516,173			411,983

Commitments and contingencies		—			—			—

Total liabilities and shareholders’ equity	$	1,956,159			2,202,688			1,749,568

See accompanying notes to consolidated financial statements.

BARNES & NOBLE, INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Shareholders’ Equity

For the 26 weeks ended October 27, 2018

(In thousands)

(unaudited)


	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Gains		Retained Earnings			Treasury Stock at Cost			Total
Balance at April 28, 2018	$	112		1,749,555		276		(216,236	)		(1,121,724	)	$	411,983

Net loss		—		—		—		(44,432	)		—			(44,432	)
Stock-based compensation expense		—		1,703		—		—			—			1,703
Cash dividends declared/paid		—		—		—		(21,895	)		—			(21,895	)
Accrued dividends for long-term incentive awards		—		—		—		(165	)		—			(165	)
Purchase of treasury stock related to stock-based compensation, 147 shares		—		—		—		—			(803	)		(803	)
Adoption of ASU 2014-09 (see Note 1)		—		—		—		70,044			—			70,044

Balance at October 27, 2018	$	112		1,751,258		276		(212,684	)		(1,122,527	)	$	416,435

See accompanying notes to consolidated financial statements.

BARNES & NOBLE, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	26 weeks ended
	October 27, 2018			October 28, 2017
Cash flows from operating activities:
Net loss	$	(44,432	)		(40,872	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization (including amortization of deferred financing fees)		49,482			54,574
Stock-based compensation expense		1,703			3,132
Loss on disposal of property and equipment		179			509
Net increase (decrease) in other long-term liabilities		1,571			(4,156	)
Net (increase) decrease in other non-current assets		(113	)		221
Changes in operating assets and liabilities, net		(48,165	)		(119,903	)

Net cash flows used in operating activities		(39,775	)		(106,495	)

Cash flows from investing activities:
Purchases of property and equipment		(51,846	)		(49,532	)

Net cash flows used in investing activities		(51,846	)		(49,532	)

Cash flows from financing activities:
Proceeds from credit facility		579,725			608,833
Payments on credit facility		(460,100	)		(430,900	)
Cash dividends paid		(21,895	)		(21,779	)
Purchase of treasury stock related to stock-based compensation		(803	)		(622	)
Payment of amended credit facility related fees		(4,425	)		—
Cash dividends paid for long-term incentive awards		(458	)		(174	)

Net cash flows provided by financing activities		92,044			155,358

Net increase (decrease) in cash and cash equivalents		423			(669	)
Cash and cash equivalents at beginning of period		10,769			11,993

Cash and cash equivalents at end of period	$	11,192			11,324

Changes in operating assets and liabilities, net:
Receivables, net	$	844			(6,609	)
Merchandise inventories, net		(187,504	)		(230,171	)
Prepaid expenses and other current assets		(12,785	)		(39,428	)
Accounts payable, accrued liabilities and gift card liabilities		151,280			156,305

Changes in operating assets and liabilities, net	$	(48,165	)		(119,903	)

Supplemental cash flow information
Cash paid during the period for:
Interest	$	5,645			3,556
Income taxes (net of refunds)	$	(841	)		(113	)
Non-cash financing activity:
Accrued cash dividends	$	—			21
Accrued dividends for long-term incentive awards	$	943			726

See accompanying notes to consolidated financial statements.

BARNES & NOBLE, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the 26 weeks ended October 27, 2018 and October 28, 2017

(Thousands of dollars, except per share data)

(unaudited)

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 October 27, 2018 and the results of its operations for the 13 and 26 weeks and its cash flows for the 26 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 28, 2018 (fiscal 2018).

Due to the seasonal nature of the business, the results of operations for the 26 weeks ended October 27, 2018 are not indicative of the results expected for the 52 weeks ending April 27, 2019 (fiscal 2019).

1. Recent Accounting Pronouncements

Recently

Adopted Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). This update clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company adopted ASU 2016-15 effective April 29, 2018 using the retrospective approach with no impact on the Company’s consolidated statement of cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which was further amended in 2015 and 2016 (Topic 606). The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes previous 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 previous revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented (full retrospective method), or apply the requirements in the year of adoption, through a cumulative adjustment (modified retrospective method). The Company adopted Topic 606 effective April 29, 2018 using the modified retrospective method.

The majority of the Company’s revenue is generated from the sale of product in its retail stores, which will continue to be recognized when control of the product is transferred to the customer. The adoption of Topic 606 resulted in the following changes: 1) presentation of estimated merchandise returns as both an asset, equal to the inventory value net of processing costs, and a corresponding return liability, compared to the previous practice of recording an estimated net return liability; and 2) the timing of revenue recognition for gift card breakage. The Company estimates the portion of the gift card liability for which the likelihood of redemption is remote based upon the Company’s historical redemption patterns. Prior to adoption of Topic 606, the Company recorded this amount in revenue on a straight-line basis over a 12-month period beginning in the 13th month after the month the gift card was originally sold. Upon adoption, the Company now recognizes estimated gift card breakage as revenue proportionately as redemption occurs.

The below tables set forth the adjustments to the Company’s consolidated statement of earnings and consolidated balance sheet as a result of the newly adopted revenue recognition standard.


	13 Weeks Ended October 27, 2018							26 Weeks Ended October 27, 2018
	As Reported		Balances Without Adoption of Topic 606		Impact of Adoption Increase (Decrease)			As Reported		Balances Without Adoption of Topic 606		Impact of Adoption Increase (Decrease)
Sales	$	771,188		772,434		(1,246	)	$	1,565,964		1,567,616		(1,652	)
Cost of sales and occupancy		545,841		545,841		—			1,112,545		1,112,545		—

Gross profit	$	225,347		226,593		(1,246	)	$	453,419		455,071		(1,652	)


	October 27, 2018
	As Reported			Balances Without Adoption of Topic 606			Impact of Adoption Increase (Decrease)
Assets
Prepaid expenses and other current assets	$	77,938			77,615			323
Liabilities and Shareholders’ Equity
Accrued liabilities	$	267,479			266,868			611
Gift card liabilities	$	214,352			302,846			(88,494	)
Deferred taxes	$	72,147			52,044			20,103
Retained earnings	$	(212,684	)		(281,363	)		68,679

Recent

Accounting Pronouncements

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows for an optional reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects as a result of the newly enacted federal corporate income tax rate under the Tax Cuts and Jobs Act. This guidance is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Two transition methods are available: at the beginning of the period of adoption, or retrospective to each period in which the income tax effects of the Tax Cuts and Jobs Act related to items remaining in accumulated other comprehensive income are recognized. The Company does not expect the adoption will have a material impact on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02), in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous Generally Accepted Accounting Principles. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 requires expanded disclosures about the nature and terms of lease agreements and is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company plans to adopt ASU 2016-02 effective April 28, 2019. The Company remains on schedule and has implemented key system functionality to enable the preparation of restated financial information. The Company is currently evaluating the provisions of this standard and assessing its existing lease portfolio in order to determine the impact on its accounting systems, processes and internal controls over financial reporting. The Company expects the adoption of this standard will result in a significant increase to its long-term assets and liabilities on its consolidated balance sheet. However, the Company does not expect adoption will have a material impact on its consolidated statement of operations and cash flows.

2. Merchandise Inventories

Merchandise inventories, except NOOK 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 and are valued at the lower of cost and net realizable value.

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.

3. Revenue Recognition

On April 29, 2018, the Company adopted Topic 606 using the modified retrospective approach for all contracts not completed as of the adoption date. Financial results for reporting periods beginning after April 28, 2018 are presented in accordance with Topic 606, while prior periods will continue to be reported in accordance with our pre-adoption accounting policies and therefore have not been adjusted to conform to Topic 606.

The primary impact of adopting Topic 606 relates to the timing of revenue recognition for gift card breakage. The Company estimates the portion of the gift card liability for which the likelihood of redemption is remote based upon the Company’s historical redemption patterns. Prior to adoption of Topic 606, the Company recorded this amount in revenue on a straight-line basis over a 12-month period beginning in the 13th month after the month the gift card was originally sold. Upon adoption, the Company now recognizes estimated gift card breakage as revenue proportionately as redemption occurs. This change in accounting policy was accounted for through a cumulative effect adjustment to increase retained earnings during the first quarter of fiscal 2019. The Company reclassified $90,147 from gift card liabilities resulting in a cumulative effect adjustment of $70,044, net of tax, to retained earnings on the Company’s consolidated balance sheets and consolidated statement of changes in stockholders’ equity. Additionally, the adoption of Topic 606 resulted in insignificant financial statement presentation reclassifications related to sales return reserve. The Company does not expect the adoption of Topic 606 to have a significant impact on the consolidated financial statements on a prospective basis.

In accordance with Topic 606, revenue shall be recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for corresponding goods or services. Substantially all of the Company’s sales are single performance obligation arrangements for retail sale transactions for which the transaction price is equivalent to the stated price of the product or service, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product or service at the point of sale. Revenue from retail sales is recognized at the point of sale, net of sales tax and estimated future returns. Revenue from eCommerce sales is recognized upon estimated delivery and receipt of the shipment by the Company’s customers. Freight costs are included within the Company’s cost of sales and occupancy. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. 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.

NOOK acquires the rights to distribute digital content from publishers and distributes the content on www.barnesandnoble.com, NOOK ^® devices and other eBookstore platforms. Certain digital content is distributed under an agency pricing model, in which the publishers set prices for eBooks and NOOK receives a commission on content sold. The majority of the Company’s eBooks sold are under the agency model.

The Barnes & Noble Membership 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 12-month period based upon historical spending patterns for Barnes & Noble members.

The following table summarizes disaggregated revenue from contracts with customers by product line:


Sales by Product Line	13 weeks ended						26 weeks ended
	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
Media ^(a)		69	%		71	%		70	%		72	%
Digital ^(b)		2	%		3	%		3	%		3	%
Other ^(c)		29	%		26	%		27	%		25	%

Total		100	%		100	%		100	%		100	%

^(a)	Includes tangible books, music, movies, rentals and newsstand.

^(b)	Includes NOOK ^® , related accessories, eContent and warranties.

^(c)	Includes Toys & Games, café products, gifts and miscellaneous other.

4. 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 , regarding research and development costs for software products to be sold, leased, or otherwise marketed. Capitalization of software development costs begins upon the establishment of technological feasibility and is discontinued when the product is available for sale. A certain amount of judgment and estimation is required to assess when technological feasibility is established, as well as for the ongoing assessment of the recoverability of capitalized costs. The Company’s products reach technological feasibility shortly before the products are released and, therefore, research and development costs are generally expensed as incurred.

5. 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 $6,460 and $8,610 during the 26 weeks ended October 27, 2018 and October 28, 2017, respectively. Amortization of previously capitalized amounts was $5,844 and $5,471 during the 13 weeks ended October 27, 2018 and October 28, 2017, respectively, and $11,688 and $10,845 during the 26 weeks ended October 27, 2018 and October 28, 2017, respectively. Costs related to the design or maintenance of internal-use software and website development are expensed as incurred.

6. Net Earnings (Loss) per Share

In accordance with ASC 260-10-45, Share-Based Payment Arrangements and Participating Securities and the Two-Class Method , unvested share-based payment awards that contain rights to receive non-forfeitable dividends are considered participating securities. The Company’s unvested restricted shares and unvested restricted stock units granted prior to July 15, 2015 were considered participating securities. Cash dividends to restricted stock units and performance-based stock units granted on or after July 15, 2015 are not distributed until and except to the extent that the restricted stock units vest, and in the case of performance-based stock units, until and except to the extent that the performance metrics are achieved or are otherwise deemed satisfied. Stock options do not receive cash dividends. As such, these awards are not considered participating securities.

Basic earnings per common share are calculated by dividing the net income, adjusted for 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 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 October 27, 2018 and October 28, 2017 and the 26 weeks ended October 27, 2018 and October 28, 2017, participating securities in the amounts of 121,685, 116,574, 131,263 and 113,480, 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 and restricted stock units of 131,519, 67,644, 143,269 and 38,030 for the 13 weeks ended October 27, 2018 and October 28, 2017 and the 26 weeks ended October 27, 2018 and October 28, 2017, respectively, were 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						26 weeks ended
	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
Numerator for basic loss per share:
Net loss	$	(27,394	)		(30,094	)	$	(44,432	)		(40,872	)
Less allocation of dividends to participating securities		(23	)		(27	)		(44	)		(38	)

Net loss available to common shareholders	$	(27,417	)		(30,121	)	$	(44,476	)		(40,910	)
Numerator for diluted loss per share:
Net loss available to common shareholders	$	(27,417	)		(30,121	)	$	(44,476	)		(40,910	)
Denominator for basic and diluted loss per share:
Basic and diluted weighted average common shares		72,935			72,597			72,811			72,525
Loss per common share:
Basic	$	(0.38	)		(0.41	)	$	(0.61	)		(0.56	)
Diluted	$	(0.38	)		(0.41	)	$	(0.61	)		(0.56	)

7. Segment Reporting

The Company’s two operating segments are B&N Retail and NOOK.

B&N Retail

This segment includes 630 bookstores as of October 27, 2018, 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 Kids, Toys & Games, DVDs, Music & Vinyl, Gift, Magazine, Bargain products and a dedicated NOOK ^® area. The stores also offer a calendar of ongoing events, including author appearances and children’s activities. The B&N Retail segment also includes the Company’s eCommerce website, www.barnesandnoble.com, and its publishing operation, Sterling Publishing Co., Inc.

NOOK

This segment includes the Company’s digital business, including the development and support of the Company’s NOOK ^® product offerings. The digital business includes digital content such as eBooks, digital newsstand and sales of NOOK ^® devices and accessories to B&N Retail.

Summarized financial information concerning the Company’s reportable segments is presented below:


Sales by Segment	13 weeks ended						26 weeks ended
	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
B&N Retail	$	753,185			769,709		$	1,528,903			1,599,745
NOOK		21,763			25,964			47,033			55,464
Elimination ^(a)		(3,760	)		(4,556	)		(9,972	)		(10,776	)

Total	$	771,188			791,117		$	1,565,964			1,644,433


Depreciation and Amortization	13 weeks ended				26 weeks ended
	October 27, 2018		October 28, 2017		October 27, 2018		October 28, 2017
B&N Retail	$	21,888		24,117	$	43,166		47,196
NOOK		2,560		3,082		5,167		6,401

Total	$	24,448		27,199	$	48,333		53,597


Operating Loss	13 weeks ended						26 weeks ended
	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
B&N Retail	$	(25,242	)		(49,311	)	$	(41,110	)		(61,821	)
NOOK		(1,518	)		(2,921	)		(1,851	)		(5,623	)

Total	$	(26,760	)		(52,232	)	$	(42,961	)		(67,444	)


Capital Expenditures	13 weeks ended				26 weeks ended
	October 27, 2018		October 28, 2017		October 27, 2018		October 28, 2017
B&N Retail	$	36,749		27,045	$	48,979		45,944
NOOK		1,493		1,782		2,867		3,588

Total	$	38,242		28,827	$	51,846		49,532


Total Assets ^(b)	October 27, 2018		October 28, 2017
B&N Retail	$	1,931,335		2,174,430
NOOK		24,824		28,258

Total	$	1,956,159		2,202,688

^(a)	Represents sales from NOOK to B&N Retail on a sell-through basis.

^(b)	Excludes intercompany balances.

A reconciliation of operating loss from reportable segments to loss before taxes in the consolidated financial statements is as follows:


	13 weeks ended						26 weeks ended
	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
Reportable segments operating loss	$	(26,760	)		(52,232	)	$	(42,961	)		(67,444	)
Interest expense, net and amortization of deferred financing costs		3,432			2,678			6,684			4,718

Consolidated loss before taxes	$	(30,192	)		(54,910	)	$	(49,645	)		(72,162	)

8. Intangible Assets and Goodwill


			As of October 27, 2018
Amortizable Intangible Assets	Useful Life		Gross Carrying Amount		Accumulated Amortization			Total
Technology		5-10	$	10,710		(10,608	)	$	102
Other		3-10		6,572		(6,549	)		23

			$	17,282		(17,157	)	$	125


Unamortizable Intangible Assets ^(a)
Trade name	$	293,400
Publishing contracts		15,894

	$	309,294

Total amortizable and unamortizable intangible assets as of October 27, 2018	$	309,419


			As of October 28, 2017
Amortizable Intangible Assets	Useful Life		Gross Carrying Amount		Accumulated Amortization			Total
Technology		5-10	$	10,710		(10,200	)	$	510
Other		3-10		6,494		(6,438	)		56

			$	17,204		(16,638	)	$	566


Unamortizable Intangible Assets ^(a)
Trade name	$	293,400
Publishing contracts		15,894

	$	309,294

Total amortizable and unamortizable intangible assets as of October 28, 2017	$	309,860

(a)

In fiscal 2018, the Company determined that no impairment was necessary on its other unamortizable intangible assets. During the 26 weeks ended October 27, 2018, the Company experienced comparable store sales that were lower than planned. The Company has evaluated whether this indicates a potential impairment of unamortizable intangible assets as of October 27, 2018. The Company has considered, among other factors, the Company’s fiscal 2019 forecast, significant improvements in its second quarter comparable store sales, and improvements in the current retail environment. Based on that evaluation, the Company determined that there have not been any events or circumstances that indicate that it is more likely than not that the fair value of its unamortizable intangible assets is less than the carrying value. However, the Company’s trade name is at risk of impairment if B&N Retail comparable store sales continue to decline, forecasted holiday sales expectations are not met, store closings accelerate, the assumed long-term discount rate increases, or in general the Company does not achieve its forecasted multi-year strategic plan.

All amortizable intangible assets are being amortized over their useful life on a straight-line basis.


Aggregate Amortization Expense
For the 26 weeks ended October 27, 2018	$	256
For the 26 weeks ended October 28, 2017	$	382


Estimated Amortization Expense
(12 months ending on or about April 30)
2019	$	380
2020	$	1

The carrying amounts of goodwill, which relate to the B&N Retail reporting unit, as of October 27, 2018 and October 28, 2017 are as follows:


	Total Company
Balance as of October 28, 2017	$	207,381
Fiscal 2018 benefit of excess tax amortization ^(b)		(2,176	)
Fiscal 2018 impairment charge ^(c)		(133,612	)

Balance as of October 27, 2018	$	71,593

(b)

The tax basis of goodwill arising from an acquisition during the 52 weeks ended January 29, 2005 exceeded the related basis for financial reporting purposes by approximately $96,576. In accordance with ASC 740-10-30, Accounting for Income Taxes, the Company is recognizing the tax benefits of amortizing such excess as a reduction of goodwill as it is realized on the Company’s income tax return.

(c)

In fiscal 2018, the Company recognized an impairment of its B&N Retail reporting unit goodwill of $133,612. While the Company has initiated a multi-year strategic plan focused on stabilizing sales, improving productivity and reducing expenses, achievement of its long-term goals requires a significant multi-year transformation. During the 26 weeks ended October 27, 2018, the Company experienced comparable store sales and earnings before interest, taxes and depreciation and amortization that were lower than planned. The Company has evaluated whether this indicates a potential impairment of goodwill as of October 27, 2018. The Company has considered, among other factors, the Company’s fiscal 2019 forecast, significant improvements in its second quarter comparable store sales and earnings, and improvements in the current retail environment. Based on that evaluation, the Company determined that there have not been any events or circumstances that indicate that it is more likely than not that the fair value of its reporting unit is less than the carrying value. However, the goodwill of the B&N Retail reporting unit is subject to further risk of impairment if B&N Retail holiday comparable store sales decline, the Company’s cost reduction plans do not materialize, store closings accelerate, the assumed long-term discount rate increases, or in general the Company does not achieve its forecasted multi-year strategic plan.

9. Gift Cards

The Company sells gift cards, which can be used in its stores, on www.barnesandnoble.com, on NOOK ^® devices and at Barnes & Noble Education, Inc. (B&N Education) stores. The Company does not charge administrative or dormancy fees on gift cards and gift cards have no expiration dates. Upon the purchase of a gift card, a liability is established for its cash value. Revenue associated with gift cards is deferred until redemption of the gift card. Gift cards redeemed at B&N Education are funded by the gift card liability at the Company. Over time, a portion of the gift cards issued is typically not redeemed. This is referred to as gift card breakage. Effective April 29, 2018, the Company adopted Topic 606. The adoption of Topic 606 resulted in changes in the timing of revenue recognition for gift card breakage. The Company estimates the portion of the gift card liability for which the likelihood of redemption is remote based upon the Company’s historical redemption patterns. Prior to adoption of Topic 606, the Company recorded this amount in revenue on a straight-line basis over a 12-month period beginning in the 13th month after the month the gift card was originally sold. Upon adoption, the Company now recognizes estimated gift card breakage as revenue proportionately as redemption occurs.

The Company’s contract liabilities relate to its gift card program. Below is a summary of the changes during the 26 weeks ended October 27, 2018:


	Total Company
Gift card liabilities balance as of April 28, 2018	$	323,465
Adoption of Topic 606		(90,147	)
Gift card breakage		(8,045	)
Gift card redemptions		(99,620	)
Gift card issuances		88,699

Gift card liabilities balance as of October 27, 2018	$	214,352

10. Other Long-Term Liabilities

Other long-term liabilities consist primarily of deferred rent, long-term insurance liabilities, asset retirement obligations and tax liabilities and reserves. 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, long-term deferred revenues and a health care and life insurance plan for certain retired employees. The Company had the following other long-term liabilities at October 27, 2018, October 28, 2017 and April 28, 2018:


	October 27, 2018		October 28, 2017		April 28, 2018
Deferred rent	$	52,329		55,150		50,720
Insurance liabilities		12,609		14,162		12,589
Asset retirement obligations		12,502		12,538		11,629
Tax liabilities and reserves		5,124		8,711		5,124
Other		3,278		4,594		4,209

Total other long-term liabilities	$	85,842		95,155		84,271

11. Income Taxes

The Company recorded an income tax benefit of $2,798 on a pre-tax loss of $30,192 during the 13 weeks ended October 27, 2018, which represented an effective income tax rate of 9.3%. The Company recorded an income tax benefit of $24,816 on a pre-tax loss of $54,910 during the 13 weeks ended October 28, 2017, which represented an effective income tax rate of 45.2%.

The Company’s effective tax rates for the 13 weeks ended October 27, 2018 and October 28, 2017 differ from the statutory rates due to the impact of permanent items such as meals and entertainment, non-deductible executive compensation, tax credits, changes in uncertain tax positions, expected changes in valuation allowance based on forecasted full year income and state tax provision, net of federal benefit.

The Company recorded an income tax benefit of $5,213 on a pre-tax loss of $49,645 during the 26 weeks ended October 27, 2018, which represented an effective income tax rate of 10.5%. The Company recorded an income tax benefit of $31,290 on a pre-tax loss of $72,162 during the 26 weeks ended October 28, 2017, which represented an effective income tax rate of 43.4%.

The Company’s effective tax rates for the 26 weeks ended October 27, 2018 and October 28, 2017 differ from the statutory rates due to the impact of permanent items such as meals and entertainment, non-deductible executive compensation, tax credits, changes in uncertain tax positions, expected changes in valuation allowance based on forecasted full year income and state tax provision, net of federal benefit.

During the 13 weeks ended October 27, 2018 and October 28, 2017 and the 26 weeks ended October 27, 2018 and October 28, 2017, the Company recognized tax expense of $134, $338, $714 and $904, respectively, in accordance with ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting , which requires all excess tax benefits or deficiencies from share-based payments to be recognized as income tax expense or benefit in the consolidated statement of operations as discrete in the reporting period in which they occur.

The Company believes that it is reasonably possible that approximately $1,149 of the remaining unrecognized tax benefits may be recognized within the next twelve months, as a result of settlement of certain tax audits or lapses of statutes of limitations, which could impact the effective tax rate.

Effects of the Tax Cuts and Jobs Act

New tax legislation, commonly referred to as the Tax Cuts and Jobs Act or Tax Reform, was enacted on December 22, 2017. Certain aspects of the new law, including the federal corporate tax rate change, were recorded in the Company’s financial statements during fiscal year end 2018.

Given the significance of the legislation, the Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed.

SAB 118 summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Tax Cuts and Jobs Act.

Items for which a reasonable estimate was determined include the impact of the change in the corporate tax rate from 35% to 21% and the changes to the non-deductible executive compensation provisions. The Company recorded a benefit of $27,128 on the remeasurement of its deferred tax assets and liabilities during fiscal 2018. During fiscal 2018, the Company also recorded a net tax detriment as a result of the changes to the non-deductible executive compensation provisions. The IRS issued Notice 2018-68 during the second quarter of fiscal 2019, which clarified the transition rule. As a result, there have been no significant changes.

Other significant provisions that did not have an impact on the fiscal 2018 provision but may impact the Company’s income taxes for future fiscal years include: limitation on the current deductibility of net interest expense in excess of 30% of adjusted taxable income, a limitation of net operating losses generated after fiscal 2018 to 80% of taxable income, and entertainment and other expense deduction limitation.

The Company continues to not be subject to any transition tax as there are no untaxed foreign earnings.

Valuation Allowance Considerations

The Company routinely performs an analysis of its deferred tax assets and considers all evidence both positive and negative to determine realizability of these assets. As a result of the Company’s analysis, $3,894 of previously established valuation allowance against definite lived net operating losses was released through retained earnings as a direct result of the Company’s adoption of Topic 606 during the 26 weeks ended October 27, 2018. The Company still maintains a valuation allowance against certain state items and definite lived net operating losses that was recorded in prior periods.

12. Fair Values of Financial Instruments

In accordance with ASC 820, Fair Value Measurements and Disclosures (ASC 820), the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:


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.

13. Credit Facility

On August 3, 2015, the Company and certain of its subsidiaries entered into a credit agreement (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 up to $700,000 (Revolving Credit Facility). On September 30, 2016, the Company amended the Credit Agreement to provide for a new “first-in, last-out” revolving credit facility (the FILO Credit Facility and, together with the Revolving Credit Facility, the Credit Facility) in an aggregate principal amount of up to $50,000. The Company generally must draw down the FILO Credit Facility before making any borrowings under the Revolving Credit Facility. On July 13, 2018, the Company entered into a second amendment to the Credit Agreement which, among other things, extended the maturity date of the $750,000 Credit Facility to July 13, 2023 and reduced the interest rate margins applicable to the loans thereunder (Amended Credit Facility).

Proceeds from the Amended Credit Facility are used for general corporate purposes, including seasonal working capital needs. The Amended Credit Facility is secured by substantially all of the inventory, accounts receivable and related assets of the Company and certain of its subsidiaries (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 Amended Credit Facility are limited to a specified percentage of eligible collateral. The Company has the option to request an increase in commitments under the Amended Credit Facility of up to $250,000, subject to certain restrictions.

The Amended Credit Facility allows the Company to declare and pay up to $70,000 in dividends annually to its stockholders without compliance with any availability or ratio-based limitations.

Interest under the Revolving 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 between LIBOR plus 1.750% per annum and LIBOR plus 1.250% per annum or between the alternate base rate plus 0.750% per annum and the alternate base rate plus 0.250% per annum based upon the average daily availability under the Revolving Credit Facility for the immediately preceding fiscal quarter. Interest under the FILO 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 also determined by reference to the level of excess availability under the Revolving Credit Facility. Loans under the FILO Credit Facility bear interest at 1.000% per annum more than loans under the Revolving Credit Facility.

The Amended 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 Amended 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 Amended 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 Amended Credit Agreement also contains customary affirmative covenants and representations and warranties.

The Company wrote off $275 of deferred financing fees related to the Credit Facility during the 13 weeks ended July 28, 2018 and the remaining unamortized deferred financing fees of $3,780 were deferred and are being amortized over the five-year term of the Amended Credit Facility. The Company also incurred $4,425 of fees to secure the Amended Credit Facility, which are being amortized over the five-year term accordingly.

The Company had $278,325 and $242,833 of outstanding debt under the Credit Facility as of October 27, 2018 and October 28, 2017, respectively. The Company had $33,213 and $36,733 of outstanding letters of credit under the Credit Facility as of October 27, 2018 and October 28, 2017, respectively.

14. Stock-Based Compensation

For the 13 and 26 weeks ended October 27, 2018 and October 28, 2017, the Company recognized stock-based compensation expense in selling and administrative expenses as follows:


	13 weeks ended				26 weeks ended
	October 27, 2018		October 28, 2017		October 27, 2018		October 28, 2017
Restricted Stock Expense	$	167		237	$	417		447
Restricted Stock Units Expense		770		1,079		1,088		1,988
Performance-Based Stock Unit Expense		302		493		198		697

Stock-Based Compensation Expense	$	1,239		1,809	$	1,703		3,132

15. Defined Contribution Plan

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 $2,419 and $2,789 for the 13 weeks ended October 27, 2018 and October 28, 2017, respectively, and $5,151 and $5,838 for the 26 weeks ended October 27, 2018 and October 28, 2017, respectively.

16. Shareholders’ Equity

On October 20, 2015, the Company’s Board of Directors authorized a stock repurchase program (prior repurchase plan) of up to $50,000 of its common shares. On March 15, 2017, subsequent to completing the prior repurchase plan, 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 new stock 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 10b-18 under the Securities Exchange Act of 1934, as amended. The Company did not repurchase shares under this plan during the 13 and 26 weeks ended October 27, 2018 and October 28, 2017. The Company has remaining capacity of $50,000 under the new repurchase program as of October 27, 2018.

As of October 27, 2018, the Company has repurchased 39,732,064 shares at a cost of approximately $1,087,870 since the inception of the Company’s stock repurchase programs. The repurchased shares are held in treasury.

On October 3, 2018, the Company’s Board of Directors approved the adoption of a short-term stockholder rights plan (Rights Plan) with an expiration date of October 2, 2019 and ownership trigger threshold of 20%. In connection with the Rights Plan, the Company’s Board of Directors authorized and declared a dividend, payable to stockholders of record on October 13, 2018, of one right (Right) per each share of common stock outstanding, to purchase 1/1,000th of a share of Series K Preferred Stock, par value $0.001 per share, of the Company, at a price of $24.00 per share (such amount, as may be adjusted from time to time as provided in the Rights Agreement, the Purchase Price). If a person or group acquires beneficial ownership of 20% or more of the common shares outstanding or announces a tender offer or exchange offer, the consummation of which would result in such person or group beneficially owning 20% or more of the common shares outstanding, in each case, without prior approval of the Company’s Board of Directors, each holder of a Right (other than acquiring person or group whose Rights will become void) will have the right to purchase, upon payment of the Purchase Price and in accordance with the terms of the Rights Plan, a number of common shares having a market value of twice the Purchase Price. The complete terms of the Rights are set forth in a Rights Agreement (Rights Agreement) dated as of October 3, 2018, between the Company and Computershare Trust Company, N.A., as rights agent. The Rights expire on October 2, 2019 or upon an earlier redemption or exchange as provided in the Rights Agreement.

17. 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.

With respect to the legal matters described below, the Company has determined, based on its current knowledge, that the amount of loss or range of loss that is reasonably possible, including any reasonably possible losses in excess of amounts already accrued, is not reasonably estimable. However, 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.

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. On October 3, 2016, the Court granted the second motion to dismiss, and dismissed the case without prejudice; in doing so, the Court permitted plaintiffs to file a second amended complaint by October 31, 2016. On October 31, 2016, the plaintiffs filed a second amended complaint, and on January 25, 2017, the Company filed a motion to dismiss the second amended complaint. On June 13, 2017, the Court granted the Company’s motion to dismiss with prejudice. Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Seventh Circuit. On April 11, 2018, the Court of Appeals reversed the District Court’s decision granting the motion to dismiss the case, and remanded the case to the District Court for further proceedings. The Company filed with the Court of Appeals a petition for rehearing and rehearing en banc; that petition was denied on May 10, 2018. The case is currently pending in the District Court.

Cassandra Carag individually and on behalf of others similarly situated v. Barnes & Noble, Inc., Barnes & Noble Booksellers, Inc. and DOES 1 through 100 inclusive

On November 27, 2013, former Associate Store Manager Cassandra Carag (Carag) brought suit in Sacramento 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 to the complaint 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). The Court has not yet scheduled any further hearings or deadlines.

Café Manager Class Action

On September 20, 2016, Kelly Brown filed a complaint against Barnes & Noble in the U.S. District Court for the Southern District of New York in which she alleges that she is entitled to unpaid compensation under the Fair Labor Standards Act (FLSA) and Illinois law. Ms. Brown seeks to represent a class of allegedly similarly situated employees who performed the same position (Café Manager) under the FLSA, as well as an Illinois-based class under Illinois law. On November 9, 2016, Ms. Brown filed an amended complaint to add an

additional plaintiff named Tiffany Stewart, who is a former Café Manager who also alleges unpaid overtime compensation in violation of New York law and seeks to represent a class of similarly situated New York-based Café Managers under New York law. On May 2, 2017, the Court denied Plaintiffs’ Motion for Conditional Certification, without prejudice. The Plaintiffs filed a renewed motion for Conditional Certification on November 17, 2017, which the Court denied on June 25, 2018. There are currently 24 former Café Managers who have joined the action as opt-in plaintiffs.

Bernardino v. Barnes & Noble Booksellers, Inc.

On June 16, 2017, a putative class action complaint was filed against Barnes & Noble Booksellers, Inc. (B&N Booksellers) in the United States District Court for the Southern District of New York, alleging violations of the federal Video Privacy Protection Act and related New York law. The plaintiff, who seeks to represent a class of subscribers of Facebook, Inc. (Facebook) who purchased DVDs or other video media from the Barnes & Noble website, seeks damages, injunctive relief and attorneys’ fees, among other things, based on her allegation that B&N Booksellers supposedly knowingly disclosed her personally identifiable information to Facebook without her consent when she bought a DVD from Barnes & Noble’s website. On July 10, 2017, the plaintiff moved for a preliminary injunction requiring Barnes & Noble to change the operation of its website, which motion B&N Booksellers opposed. On July 31, 2017, B&N Booksellers moved to compel the case to arbitration, consistent with the terms of use on Barnes & Noble’s website. On August 28, 2017, the court denied the plaintiff’s motion for a preliminary injunction. On January 31, 2018, the court granted B&N Booksellers’ motion to compel arbitration, and the clerk of court closed the case on February 1, 2018. On March 2, 2018, the plaintiff filed an appeal in the United States Court of Appeals for the Second Circuit from the district court’s grant of B&N Booksellers’ motion to compel arbitration.

Parneros v. Barnes & Noble, Inc.

On August 28, 2018, Demos Parneros, the former Chief Executive Officer of Barnes & Noble, Inc., filed a complaint against Barnes & Noble, Inc. in the United States District Court for the Southern District of New York. The plaintiff asserts claims for breach of contract and defamation under New York law. On October 5, 2018, the plaintiff filed an amended complaint asserting a third cause of action for breach of the covenant of good faith and fair dealing. The plaintiff seeks injunctive relief, compensatory damages, and punitive damages, among other things, based on allegations that he did not violate the Company’s policies prior to his employment termination, and that the Company’s press release damaged his reputation. On October 30, 2018, Barnes & Noble, Inc. filed its answer, affirmative defenses and counterclaims. Specifically, the Company asserted counterclaims for breach of fiduciary duty and faithless servant, based on allegations that the plaintiff violated his fiduciary duties of loyalty and good faith in connection with a potential transaction, as well as for a declaratory judgment that the plaintiff’s outstanding equity awards at the time of his termination were subject to cancellation under the Company’s Amended and Restated 2009 Incentive Plan. Barnes & Noble, Inc. seeks, among other things, damages in connection with the plaintiff’s breach of his fiduciary duties. The Court held an initial conference on November 13, 2018. The Court adopted the parties’ proposed scheduling order, which provides, inter alia, that discovery will be completed by June 14, 2019, that dispositive motions will be completed by August 23, 2019, and that the parties will be ready for trial on or after October 23, 2019.

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

The primary sources of Barnes & Noble’s cash are net cash flows from operating activities, funds available under its credit facility and short-term vendor financing.

Credit Facility

On August 3, 2015, the Company and certain of its subsidiaries entered into a credit agreement (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 up to $700.0 million (Revolving Credit Facility). On September 30, 2016, the Company amended the Credit Agreement to provide for a new “first-in, last-out” revolving credit facility (the FILO Credit Facility and, together with the Revolving Credit Facility, the Credit Facility) in an aggregate principal amount of up to $50.0 million. The Company generally must draw down the FILO Credit Facility before making any borrowings under the Revolving Credit Facility. On July 13, 2018, the Company entered into a second amendment to the Credit Agreement which, among other things, extended the maturity date of the $750.0 million Credit Facility to July 13, 2023 and reduced the interest rate margins applicable to the loans thereunder (Amended Credit Facility).

The Amended Credit Facility allows the Company to declare and pay up to $70.0 million in dividends annually to its stockholders without compliance with any availability or ratio-based limitations.

Interest under the Revolving 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 between LIBOR plus 1.750% per annum and LIBOR plus 1.250% per annum or between the alternate base rate plus 0.750% per annum and the alternate base rate plus 0.250% per annum, based upon the average daily availability under the Revolving Credit Facility for the immediately preceding fiscal quarter. Interest under the FILO 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 also determined by reference to the level of excess availability under the Revolving Credit Facility. Loans under the FILO Credit Facility bear interest at 1.000% per annum more than loans under the Revolving Credit Facility.

The Company wrote off $0.3 million of deferred financing fees related to the Credit Facility during the 13 weeks ended July 28, 2018 and the remaining unamortized deferred financing fees of $3.8 million were deferred and are being amortized over the five-year term of the Amended Credit Facility. The Company also incurred $4.4 million of fees to secure the Amended Credit Facility, which are being amortized over the five-year term accordingly.

The Company had $278.3 million and $242.8 million of outstanding debt under the Credit Facility as of October 27, 2018 and October 28, 2017, respectively. The Company had $33.2 million and $36.7 million of outstanding letters of credit under the Credit Facility as of October 27, 2018 and October 28, 2017, respectively.

Cash Flows

The Company’s cash and cash equivalents were $11.2 million as of October 27, 2018, compared with $11.3 million as of October 28, 2017. The decrease in cash and cash equivalents of $0.1 million as compared to the prior year period was due to changes in working capital and cash flows as outlined below.

Net cash flows used in operating activities were $39.8 million for the 26 weeks ended October 27, 2018 as compared to $106.5 million for the 26 weeks ended October 28, 2017. The favorable year-over-year comparison was primarily attributable to the timing of purchases and returns to publishers as well as the change in the Company’s statutory income tax rate due to Tax Reform.

Net cash flows used in investing activities were $51.8 million for the 26 weeks ended October 27, 2018 as compared to $49.5 million for the 26 weeks ended October 28, 2017. The increase was primarily related to the timing of capital expenditure.

Net cash flows provided by financing activities were $92.0 million for the 26 weeks ended October 27, 2018 as compared to $155.4 million for the 26 weeks ended October 28, 2017. The decrease was primarily related to reduced usage of the Credit Facility within the year, cash dividends and bank fees related to the Amended Credit Facility.

Over the past 12 months, the Company has returned $43.7 million in cash to its shareholders through dividends.

Additional year-over-year balance sheet changes include the following:

•

Receivables, net decreased $10.2 million, or 13.8%, to $63.7 million as of October 27, 2018, compared to $73.9 million as of October 28, 2017, primarily related to the prior year eBook settlement.

•

Merchandise inventories, net decreased $31.4 million, or 2.7%, to $1.146 billion as of October 27, 2018, compared to $1.177 billion as of October 28, 2017 on lower sales volume.

•

Prepaid expenses and other current assets decreased $63.3 million, or 44.8%, to $77.9 million as of October 27, 2018, compared to $141.2 million as of October 28, 2017, primarily related to income taxes.

•

Property and equipment, net decreased $12.8 million, or 4.7%, to $259.1 million as of October 27, 2018, compared to $271.9 million as of October 28, 2017, as depreciation outpaced capital expenditures.

•

Goodwill decreased $135.8 million, or 65.5%, to $71.6 million as of October 27, 2018, compared to $207.4 million as of October 28, 2017, primarily related to the $133.6 million impairment charge recorded during third quarter of fiscal 2018.

•

Other non-current assets increased $7.5 million, or 75.4%, to $17.5 million as of October 27, 2018, compared to $10.0 million as of October 28, 2017, related to income taxes and net increase in deferred financing fees related to the Credit Facility amendment.

•

Accounts payable decreased $35.0 million, or 5.3%, to $621.6 million as of October 27, 2018, compared to $656.6 million as of October 28, 2017. Accounts payable represented 54.3% and 55.8% of merchandise inventories as of October 27, 2018 and October 28, 2017, respectively. This ratio is subject to changes in product mix and the timing of purchases, payments and returns.

•

Accrued liabilities decreased $13.4 million, or 4.8%, to $267.5 million as of October 27, 2018, compared to $280.9 million as of October 28, 2017. Accrued liabilities include deferred income, compensation, occupancy related, legal and other selling and administrative miscellaneous accruals.

•

Gift card liabilities decreased $112.9 million, or 34.5%, to $214.4 million as of October 27, 2018, compared to $327.2 million as of October 28, 2017. The decrease is primarily due to the adoption of Topic 606. The Company recognized gift card breakage of $3.6 million and $4.9 million during the 13 weeks ended October 27, 2018 and October 28, 2017, respectively, and $8.0 million and $9.7 million during the 26 weeks ended October 27, 2018 and October 28, 2017, respectively.

•

Other long-term liabilities decreased $9.3 million, or 9.8%, to $85.8 million as of October 27, 2018, compared to $95.2 million as of October 28, 2017, due to lower deferred rent and tax reserves.

Segments

The Company identifies its operating segments based on the way the business is managed (focusing on the financial information distributed) and the manner in which the chief operating decision maker interacts with other members of management and makes decisions on the allocation of resources. The Company’s two operating segments are B&N Retail and NOOK.

Seasonality

The B&N Retail business, like that of many retailers, is seasonal, with the major portion of sales and operating income typically realized during its third fiscal quarter, which includes the holiday selling season.

The NOOK business, like that of many technology companies, is impacted by the launch of new products and the promotional efforts to support those new products, as well as the traditional retail holiday selling seasonality.

Business Overview

Barnes & Noble has been experiencing declining sales trends primarily due to lower store traffic. The Company has been able to offset some of the traffic decline through its efforts to increase conversion through higher customer engagement. Additionally, the Company has been able to partially mitigate the impact of the sales decline on profit levels through cost reductions. While the Company believes it has lost share on its recent sales performance, it sees opportunities in an industry that has become more stable.

To improve its performance, the Company has initiated a multi-year strategic plan, focused on strengthening the core business by enhancing the customer value proposition; improving profitability through an aggressive expense management program, which will be used to fund growth initiatives; accelerating execution through simplification; and innovating for the future, which will position the Company for long-term growth.

To strengthen its core business, the Company is focused on enhancing its customer value proposition by improving its merchandise offerings, enriching the overall shopping experience, increasing the value of its Membership Program and expanding its omni-channel capabilities. The Company will continue to leverage the strength of its Barnes & Noble brand, knowledgeable booksellers, vast book selection and retail footprint to attract customers and grow sales.

Merchandising initiatives are focused on increasing the impact of promotional activities, narrowing product assortments, improving SKU productivity, refining inventory management processes, testing changes to existing store layouts and remerchandising select business units in stores. The Company believes there is opportunity to increase conversion through higher customer engagement and by improving navigation and discovery throughout the store, including a customer-friendly and more intuitive organization of books and improved signage for easier browsing within and across sections.

In-store events also drive traffic, reinforcing Barnes & Noble as a destination where customers can meet, browse and discover. The Company is also utilizing social media, where booksellers communicate events, promotions and new product offerings with customers at the local level in order to drive additional traffic.

The Company’s Membership Program provides the Company with valuable data and insights into its customer base, enabling the Company to better understand and market to its customers. Members are more productive than non-members, as they spend more and visit more often. The Company continues to test programs to grow sales to both members and non-members, increase membership, improve price perception and enhance its overall customer value proposition.

The Company is focused on simplification throughout its organization to create efficiencies and reinvest resources to support sales growth. The Company is also committed to right sizing its cost structure. At B&N Retail, the Company has implemented a new labor model for its stores, which allows Store Managers to adjust staff up or down based on the needs of the business, increase store productivity and streamline store operations. At NOOK, the Company exited non-core businesses and outsourced certain functions. NOOK expects to continue to re-calibrate its cost structure commensurate with sales.

In addition to initiatives focused on growing sales through its existing store base, the Company is innovating for the future and is opening smaller, newly designed prototype stores, which it believes could foster sales growth in the future.

Results of Operations

The following tables summarize the Company’s results of operations for the 13 and 26 weeks ended October 27, 2018 compared with the 13 and 26 weeks ended October 28, 2017.

Sales


	13 weeks ended												26 weeks ended
Dollars in thousands	October 27, 2018			% of Total			October 28, 2017			% of Total			October 27, 2018			% of Total			October 28, 2017			% of Total
B&N Retail	$	753,185			97.7	%	$	769,709			97.3	%	$	1,528,903			97.6	%	$	1,599,745			97.3	%
NOOK		21,763			2.8	%		25,964			3.3	%		47,033			3.0	%		55,464			3.4	%
Elimination		(3,760	)		(0.5	)%		(4,556	)		(0.6	)%		(9,972	)		(0.6	)%		(10,776	)		(0.7	)%

Total Sales	$	771,188			100.0	%	$	791,117			100.0	%	$	1,565,964			100.0	%	$	1,644,433			100.0	%

During the 13 weeks ended October 27, 2018, the Company’s sales decreased $19.9 million, or 2.5%, to $771.2 million from $791.1 million during the 13 weeks ended October 28, 2017. The changes by segment are as follows:

•

B&N Retail sales decreased $16.5 million, or 2.1%, to $753.2 million for the 13 weeks ended October 27, 2018 from $769.7 million during the same period one year ago, and accounted for 97.7% of total Company sales. Comparable store sales decreased $8.9 million, or 1.4%, as compared to the prior year as lower store traffic was substantially mitigated by conversion and average transaction values. Closed stores decreased sales by $5.9 million, while new stores increased sales by $2.1 million. Online sales decreased $4.4 million, or 7.4%, as compared to the prior year on lower promotional activity.

Of the $8.9 million decrease in comparable store sales, book categories decreased sales by $13.0 million, or 3.0%, while non-book categories increased sales by $4.1 million, or 1.9%.

•

NOOK sales decreased $4.2 million, or 16.2%, to $21.8 million during the 13 weeks ended October 27, 2018 from $26.0 million during the 13 weeks ended October 28, 2017, and accounted for 2.8% of total Company sales.

•

Elimination sales, which represent sales from NOOK to B&N Retail on a sell-through basis, decreased $0.8 million, or 17.5%, as compared to the prior year. NOOK sales, net of elimination, accounted for 2.3% of total Company sales.

During the 13 weeks ended October 27, 2018, the Company had two store openings and one store closing.

During the 26 weeks ended October 27, 2018, the Company’s sales decreased $78.5 million, or 4.8%, to $1.566 billion from $1.644 billion during the 26 weeks ended October 28, 2017. The changes by segment are as follows:

•

B&N Retail sales decreased $70.8 million, or 4.4%, to $1.529 billion for the 26 weeks ended October 27, 2018 from $1.600 billion during the same period one year ago, and accounted for 97.6% of total Company sales. Comparable store sales decreased $52.8 million, or 3.9%, as compared to the prior year as lower store traffic was partially mitigated by conversion and average transaction values. Online sales decreased $12.4 million, or 10.8%, as compared to the prior year on lower promotional activity. Closed stores decreased sales by $12.3 million, while new stores increased sales by $3.8 million. B&N Retail also includes third-party sales of Sterling Publishing Co., Inc., which increased by $2.1 million, or 11.6%, as compared to the prior year.

Of the $52.8 million decrease in comparable store sales, book categories decreased sales by $48.7 million, or 5.3%, while non-book categories decreased sales by $4.1 million, or 0.9%.

•

NOOK sales decreased $8.4 million, or 15.2%, to $47.0 million during the 26 weeks ended October 27, 2018 from $55.5 million during the 26 weeks ended October 28, 2017, and accounted for 3.0% of total Company sales.

•

Elimination sales, which represent sales from NOOK to B&N Retail on a sell-through basis, decreased $0.8 million, or 7.5%, as compared to the prior year. NOOK sales, net of elimination, accounted for 2.4% of total Company sales.

During the 26 weeks ended October 27, 2018, the Company had two store openings and two store closings.

Cost of Sales and Occupancy


	13 weeks ended												26 weeks ended
Dollars in thousands	October 27, 2018			% of Sales			October 28, 2017			% of Sales			October 27, 2018			% of Sales			October 28, 2017			% of Sales
B&N Retail	$	538,869			71.5	%	$	555,273			72.1	%	$	1,098,286			71.8	%	$	1,146,419			71.7	%
NOOK		10,732			49.3	%		11,705			45.1	%		24,231			51.5	%		26,614			48.0	%
Elimination		(3,760	)		(17.3	)%		(4,556	)		(17.5	)%		(9,972	)		(21.2	)%		(10,776	)		(19.4	)%

Total Cost of Sales and Occupancy	$	545,841			70.8	%	$	562,422			71.1	%	$	1,112,545			71.0	%	$	1,162,257			70.7	%

The Company’s cost of sales and occupancy includes costs such as merchandise costs, distribution center costs (including payroll, freight, supplies and other operating expenses), rental expense and common area maintenance, partially offset by landlord tenant allowances amortized over the life of the lease.

During the 13 weeks ended October 27, 2018, cost of sales and occupancy decreased $16.6 million, or 2.9%, to $545.8 million from $562.4 million during the 13 weeks ended October 28, 2017. Cost of sales and occupancy decreased as a percentage of sales to 70.8% from 71.1% during the same period one year ago. The changes by segment are as follows:

•

B&N Retail cost of sales and occupancy decreased as a percentage of sales to 71.5% from 72.1%, or 60 basis points, during the same period one year ago primarily due to lower store markdowns (30 basis points), higher vendor incentives (20 basis points), and decreased online promotions (20 basis points). The remaining variance was due to sales mix, sales deleverage and timing differences.

•

NOOK cost of sales and occupancy increased as a percentage of sales to 49.3% from 45.1% during the same period one year ago primarily on sales mix and sales deleverage.

During the 26 weeks ended October 27, 2018, cost of sales and occupancy decreased $49.7 million, or 4.3%, to $1.113 billion from $1.162 billion during the 26 weeks ended October 28, 2017. Cost of sales and occupancy increased as a percentage of sales to 71.0% from 70.7% during the same period one year ago. The changes by segment are as follows:

•

B&N Retail cost of sales and occupancy increased as a percentage of sales to 71.8% from 71.7%, or 15 basis points, during the same period one year ago primarily on occupancy deleverage (65 basis points), partially offset by lower store markdowns (20 basis points), higher vendor incentives (20 basis points) and decreased online promotions (10 basis points). The remaining variance was attributable to sales mix and timing differences.

•

NOOK cost of sales and occupancy increased as a percentage of sales to 51.5% from 48.0% during the same period one year ago primarily on sales mix and sales deleverage.

Gross Profit


	13 weeks ended										26 weeks ended
Dollars in thousands	October 27, 2018		% of Sales			October 28, 2017		% of Sales			October 27, 2018		% of Sales			October 28, 2017		% of Sales
B&N Retail	$	214,316		28.5	%	$	214,436		27.9	%	$	430,617		28.2	%	$	453,326		28.3	%
NOOK		11,031		61.3	%		14,259		66.6	%		22,802		61.5	%		28,850		64.6	%

Total Gross Profit	$	225,347		29.2	%	$	228,695		28.9	%	$	453,419		29.0	%	$	482,176		29.3	%

The Company’s consolidated gross profit decreased $3.3 million, or 1.5%, to $225.3 million during the 13 weeks ended October 27, 2018 from $228.7 million during the 13 weeks ended October 28, 2017. This change was due to the matters discussed above.

The Company’s consolidated gross profit decreased $28.8 million, or 6.0%, to $453.4 million during the 26 weeks ended October 27, 2018 from $482.2 million during the 26 weeks ended October 28, 2017. This change was due to the matters discussed above.

Selling and Administrative Expenses


	13 weeks ended										26 weeks ended
Dollars in thousands	October 27, 2018		% of Sales			October 28, 2017		% of Sales			October 27, 2018		% of Sales			October 28, 2017		% of Sales
B&N Retail	$	217,670		28.9	%	$	239,630		31.1	%	$	428,561		28.0	%	$	467,951		29.3	%
NOOK		9,989		55.5	%		14,098		65.9	%		19,486		52.6	%		28,072		62.8	%

Total Selling and Administrative Expenses	$	227,659		29.5	%	$	253,728		32.1	%	$	448,047		28.6	%	$	496,023		30.2	%

Selling and administrative expenses decreased $26.1 million, or 10.3%, to $227.7 million during the 13 weeks ended October 27, 2018 from $253.7 million during the 13 weeks ended October 28, 2017. Selling and administrative expenses decreased as a percentage of sales to 29.5% from 32.1% during the same period one year ago. The changes by segment are as follows:

•

B&N Retail selling and administrative expenses decreased $22.0 million as compared to prior year, or 225 basis points as a percentage of sales to 28.9% from 31.1%, primarily due to lower store payroll (150 basis points on store sales) on the implementation of the new store labor model during the fourth quarter of fiscal 2018, lower employee benefit costs (80 basis points) on lower payroll and timing of claims and lower professional fees (25 basis points) on prior year strategic initiatives, partially offset by higher legal fees (35 basis points). The remaining variance was attributable to indirect procurement savings, sales deleverage and the general timing of expenses.

•

NOOK selling and administrative expenses decreased $4.1 million as compared to prior year, decreasing as a percentage of sales to 55.5% from 65.9% for the quarter. The dollar decrease was primarily attributable to continued cost rationalization efforts, as well as lower variable costs on the sales decline.

Selling and administrative expenses decreased $48.0 million, or 9.7%, to $448.0 million during the 26 weeks ended October 27, 2018 from $496.0 million during the 26 weeks ended October 28, 2017. Selling and administrative expenses decreased as a percentage of sales to 28.6% from 30.2% during the same period one year ago. The changes by segment are as follows:

•

B&N Retail selling and administrative expenses decreased $39.4 million as compared to prior year, or 120 basis points as a percentage of sales to 28.0% from 29.3%, primarily due to lower store payroll (135 basis points on store sales) on the implementation of the new store labor model during the fourth quarter of fiscal 2018, partially offset by higher legal fees (25 basis points). The remaining variance was attributable to indirect procurement savings, sales deleverage and the general timing of expenses.

•

NOOK selling and administrative expenses decreased $8.6 million as compared to prior year, decreasing as a percentage of sales to 52.6% from 62.8% for the year. The dollar decrease was primarily attributable to continued cost rationalization efforts, as well as lower variable costs on the sales decline.

Depreciation and Amortization


	13 weeks ended										26 weeks ended
Dollars in thousands	October 27, 2018		% of Sales			October 28, 2017		% of Sales			October 27, 2018		% of Sales			October 28, 2017		% of Sales
B&N Retail	$	21,888		2.9	%	$	24,117		3.1	%	$	43,166		2.8	%	$	47,196		3.0	%
NOOK		2,560		14.2	%		3,082		14.4	%		5,167		13.9	%		6,401		14.3	%

Total Depreciation and Amortization	$	24,448		3.2	%	$	27,199		3.4	%	$	48,333		3.1	%	$	53,597		3.3	%

During the 13 weeks ended October 27, 2018, depreciation and amortization decreased $2.8 million, or 10.1%, to $24.4 million from $27.2 million during the same period one year ago. This decrease was primarily attributable to fully depreciated assets and store closures, partially offset by additional capital expenditures.

During the 26 weeks ended October 27, 2018, depreciation and amortization decreased $5.3 million, or 9.8%, to $48.3 million from $53.6 million during the same period one year ago. This decrease was primarily attributable to fully depreciated assets and store closures, partially offset by additional capital expenditures.

Operating Loss


	13 weeks ended												26 weeks ended
Dollars in thousands	October 27, 2018			% of Sales			October 28, 2017			% of Sales			October 27, 2018			% of Sales			October 28, 2017			% of Sales
B&N Retail	$	(25,242	)		(3.4	)%	$	(49,311	)		(6.4	)%	$	(41,110	)		(2.7	)%	$	(61,821	)		(3.9	)%
NOOK		(1,518	)		(8.4	)%		(2,921	)		(13.6	)%		(1,851	)		(5.0	)%		(5,623	)		(12.6	)%

Total Operating Loss	$	(26,760	)		(3.5	)%	$	(52,232	)		(6.6	)%	$	(42,961	)		(2.7	)%	$	(67,444	)		(4.1	)%

The Company’s consolidated operating loss decreased $25.5 million, or 48.8%, to an operating loss of $26.8 million during the 13 weeks ended October 27, 2018 from an operating loss of $52.2 million during the 13 weeks ended October 28, 2017. This change was due to the matters discussed above.

The Company’s consolidated operating loss decreased $24.5 million, or 36.3%, to an operating loss of $43.0 million during the 26 weeks ended October 27, 2018 from an operating loss of $67.4 million during the 26 weeks ended October 28, 2017. This change was due to the matters discussed above.

Interest Expense, Net and Amortization of Deferred Financing Fees


	13 weeks ended							26 weeks ended
Dollars in thousands	October 27, 2018		October 28, 2017		% of Change			October 27, 2018		October 28, 2017		% of Change
Interest Expense, Net and Amortization of Deferred Financing Fees	$	3,432	$	2,678		28.2	%	$	6,684	$	4,718		41.7	%

Net interest expense and amortization of deferred financing fees increased $0.8 million, or 28.2%, to $3.4 million during the 13 weeks ended October 27, 2018 from $2.7 million during the 13 weeks ended October 28, 2017 primarily on higher average borrowings.

Net interest expense and amortization of deferred financing fees increased $2.0 million, or 41.7%, to $6.7 million during the 26 weeks ended October 27, 2018 from $4.7 million during the 26 weeks ended October 28, 2017 primarily on higher average borrowings.

Income Tax Benefit


	13 weeks ended												26 weeks ended
Dollars in thousands	October 27, 2018			Effective Rate			October 28, 2017			Effective Rate			October 27, 2018			Effective Rate			October 28, 2017			Effective Rate
Income Tax Benefit	$	(2,798	)		9.3	%	$	(24,816	)		45.2	%	$	(5,213	)		10.5	%	$	(31,290	)		43.4	%

The Company recorded an income tax benefit of $2.8 million on a pre-tax loss of $30.2 million during the 13 weeks ended October 27, 2018, which represented an effective income tax rate of 9.3%. The Company recorded an income tax benefit of $24.8 million on a pre-tax loss of $54.9 million during the 13 weeks ended October 28, 2017, which represented an effective income tax rate of 45.2%. The Company’s effective tax rates for the 13 weeks ended October 27, 2018 and October 28, 2017 differ from the statutory rates due to the impact of permanent items such as meals and entertainment, non-deductible executive compensation, tax credits, changes in uncertain tax positions, expected changes in valuation allowance based on forecasted full year income and state tax provision, net of federal benefit.

The Company recorded an income tax benefit of $5.2 million on a pre-tax loss of $49.6 million during the 26 weeks ended October 27, 2018, which represented an effective income tax rate of 10.5%. The Company

recorded an income tax benefit of $31.3 million on a pre-tax loss of $72.2 million during the 26 weeks ended October 28, 2017, which represented an effective income tax rate of 43.4%. The Company’s effective tax rates for the 26 weeks ended October 27, 2018 and October 28, 2017 differ from the statutory rates due to the impact of permanent items such as meals and entertainment, non-deductible executive compensation, tax credits, changes in uncertain tax positions, expected changes in valuation allowance based on forecasted full year income and state tax provision, net of federal benefit.

The Company believes that it is reasonably possible that approximately $1.1 million of the remaining unrecognized tax benefits may be recognized within the next twelve months, as a result of settlement of certain tax audits or lapses of statutes of limitations, which could impact the effective tax rate.

Net Loss


	13 weeks ended						26 weeks ended
Dollars in thousands	October 27, 2018			October 28, 2017			October 27, 2018			October 28, 2017
Net Loss.	$	(27,394	)	$	(30,094	)	$	(44,432	)	$	(40,872	)

As a result of the factors discussed above, the Company reported consolidated net loss of $27.4 million during the 13 weeks ended October 27, 2018, compared with consolidated net loss of $30.1 million during the 13 weeks ended October 28, 2017.

As a result of the factors discussed above, the Company reported consolidated net loss of $44.4 million during the 26 weeks ended October 27, 2018, compared with consolidated net loss of $40.9 million during the 26 weeks ended October 28, 2017.

Critical Accounting Policies

During the 26 weeks ended October 27, 2018, except for the adoption of Topic 606, there were no changes in the Company’s policies regarding the use of estimates and other critical accounting policies.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” found in the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2018 for additional information relating to the Company’s use of estimates and other critical accounting policies.

Disclosure Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information relating to Barnes & Noble that are based on the beliefs of the management of Barnes & Noble as well as assumptions made by and information currently available to the management of Barnes & Noble. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,” and similar expressions, as they relate to Barnes & Noble or the management of Barnes & Noble, identify forward-looking statements.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble’s products, low growth or declining sales and net income due to various factors, including store closings, higher-than-anticipated or increasing costs, including with respect to store closings, relocation, occupancy (including in connection with lease renewals) and labor costs, the effects of competition, the risk of insufficient access to financing to implement future business initiatives, risks associated with data privacy and information security, risks associated with Barnes & Noble’s

supply chain, including possible delays and disruptions and increases in shipping rates, various risks associated with the digital business, including the possible loss of customers, declines in digital content sales, risks and costs associated with ongoing efforts to rationalize the digital business, risks associated with the eCommerce business, including the possible loss of eCommerce customers and declines in eCommerce sales, the risk that financial and operational forecasts and projections are not achieved, the performance of Barnes & Noble’s initiatives including but not limited to new store concepts and eCommerce initiatives, unanticipated adverse litigation results or effects, potential infringement of Barnes & Noble’s intellectual property by third parties or by Barnes & Noble of the intellectual property of third parties, and other factors, including those factors discussed in detail in Item 1A, “Risk Factors,” in Barnes & Noble’s Annual Report on Form 10-K for the fiscal year ended April 28, 2018, and in Barnes & Noble’s other filings made hereafter from time to time with the SEC.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to Barnes & Noble or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. Barnes & Noble undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Form 10-Q.

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

The Company limits its interest rate risks by investing certain of its excess cash balances in short-term, highly-liquid instruments with an original maturity of one year or less. The Company does not expect any material losses from its invested cash balances and the Company believes that its interest rate exposure is modest. As of October 27, 2018, the Company’s cash and cash equivalents totaled approximately $11.2 million. A 50 basis point increase in annual interest rates would have increased the Company’s interest income by $0.0 million in the second quarter of fiscal 2019. Conversely, a 50 basis point decrease in annual interest rates would have reduced interest income by $0.0 million in the second quarter of fiscal 2019.

Additionally, the Company may from time to time borrow money under its credit facility at various interest rate options based on the Base Rate or LIBO Rate (each term as defined in the amended and restated credit agreement described in the Quarterly Report under the section titled “Notes to Consolidated Financial Statements”) depending upon certain financial tests. Accordingly, the Company may be exposed to interest rate risk on borrowings under its credit facility. The Company had borrowings under its credit facility of $278.3 million at October 27, 2018 and $242.8 million at October 28, 2017. A 50 basis point increase in annual interest rates would have increased the Company’s interest expense by $0.3 million in the second quarter of fiscal 2019. Conversely, a 50 basis point decrease in annual interest rates would have reduced interest expense by $0.3 million in the second quarter of fiscal 2019.

The Company does not have any material foreign currency exposure as nearly all of its business is transacted in United States currency.

Item 4:

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The management of the Company established and maintains disclosure controls and procedures that are designed to ensure that material information relating to the Company and its subsidiaries required to be disclosed in the reports that are filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the members of the Office of the Chief Executive Officer of the Company and Chief Financial Officer of the Company, as appropriate to allow timely decisions regarding

required disclosures. As of the end of the period covered by this report, the Company’s management conducted an evaluation (as required under Rules 13a-15(b) and 15d-15(b) under the Exchange Act), under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Based on management’s evaluation, the principal executive officers and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

See Item 1 of Part I, “Notes to Consolidated Financial Statements, Note 17. Legal Proceedings.”

Item 1A.

Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases by the Company of shares of its common stock:


Period	Total Number of Shares Purchased (a)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 29, 2018 – August 25, 2018		14,922	$	5.93		—	$	50,000,000
August 26, 2018 – September 29, 2018		—	$	—		—	$	50,000,000
September 30, 2018 – October 27, 2018		731	$	5.55		—	$	50,000,000

Total		15,653	$	5.92		—

(a)

The shares on this table above represent shares relinquished by employees in exchange for the Company’s agreement to pay federal and state withholding obligations resulting from the vesting of the Company’s restricted stock units, which are not drawn against the Company’s stock repurchase program. All of the restricted stock units vested during these periods were originally granted pursuant to the Company’s 2009 Amended and Restated Incentive Plan. This Incentive Plan provides for the withholding of shares to satisfy tax obligations due upon the vesting of restricted stock units.

On October 20, 2015, the Company’s Board of Directors authorized a stock repurchase program (prior repurchase plan) of up to $50.0 million of its common shares. On March 15, 2017, subsequent to completing the prior repurchase plan, the Company’s Board of Directors authorized a new stock repurchase program of up to $50.0 million 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 new stock 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 10b-18 under the Securities Exchange Act of 1934, as amended. The Company did not repurchase shares under this plan during the 13 and 26 weeks ended October 27, 2018 and October 28, 2017. The Company has remaining capacity of $50.0 million under the new repurchase program as of October 27, 2018.

As of October 27, 2018, the Company has repurchased 39,732,064 shares at a cost of approximately $1.09 billion since the inception of the Company’s stock repurchase programs. The repurchased shares are held in treasury.

Item 6.

Exhibits


3.1		Form of Certificate of Designation of Series K Preferred Stock of Barnes & Noble, Inc. (1)

4.1		Rights Agreement, dated as of October 3, 2018, between Barnes & Noble, Inc. and Computershare Trust Company, N.A., as Rights Agent. (1)

10.1		Second Amendment to Credit Agreement, dated as of July 13, 2018, by and among Barnes & Noble, Inc., as borrower, the other borrowers, guarantors and lenders party thereto from time to time, Bank of America, N.A., as administrative agent, and the other agents party thereto. (2)

10.2		Letter Agreement, dated February 11, 2014, between the Company and Mary Ellen Keating. (3)

10.3		Offer of Employment to William Wood, dated November 23, 2015. (3)

31.1		Certification by the Chief Financial Officer and a Member of the Office of the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (3)

31.2		Certification by a Member of the Office of the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (3)

31.3		Certification by a Member of the Office of the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (3)

32.1		Certification of the Chief Financial Officer and a Member of the Office of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)

32.2		Certification of a Member of the Office of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)

32.3		Certification of a Member of the Office of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)

101.INS		XBRL Instance Document (3)

101.SCH		XBRL Taxonomy Extension Schema Document (3)

101.CAL		XBRL Taxonomy Calculation Linkbase Document (3)

101.DEF		XBRL Taxonomy Definition Linkbase Document (3)

101.LAB		XBRL Taxonomy Label Linkbase Document (3)

101.PRE		XBRL Taxonomy Presentation Linkbase Document (3)

(1)		Previously filed as an exhibit to the Company’s Form 8-K filed with the SEC on October 4, 2018.

(2)		Previously filed as an exhibit to the Company’s Form 8-K filed with the SEC on July 17, 2018.

(3)		Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


BARNES & NOBLE, INC.
(Registrant)

By:		/s/ ALLEN W. LINDSTROM
		Allen W. Lindstrom
		Chief Financial Officer and a Member of the Office of the Chief Executive Officer
		(principal financial officer)

By:		/s/ PETER M. HERPICH
		Peter M. Herpich
		Vice President and Corporate Controller
		(principal accounting officer)

November 20, 2018

Exhibit 10.2

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Exhibit 10.2 February 11, 2014 Mary Ellen Keating Dear Mary Ellen, As a valued employee in an important leadership role, we would like to extend an additional benefit to you which will provide financial security in the event your employment is terminated. Effective immediately, the following terms and conditions will apply to your employment: In the event that your employment is terminated by the Company without Cause, the Company shall pay you an amount equal to one times your then annual base salary. Payments will be made bi-weekly less all applicable withholding and other applicable taxes and deductions provided that you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”). For purposes of this letter, “Cause” means (A) your engaging in misconduct or gross negligence which is injurious to Company; (B) your indictment or conviction by a court of competent jurisdiction with respect to any felony or other crime or violation of law involving fraud or dishonesty (with the exception of misconduct based in good faith on the advice of professional consultants, such as attorneys and accountants), or your entry of a plea of nolo contendere with respect to any felony involving fraud or dishonesty (with the exception of misconduct based in good faith on the advice of professional consultants, such as attorneys and accountants); (C) any gross negligence, intentional acts or intentional omissions by you, as determined by the Company in connection with the performance of the duties and responsibilities of your employment hereunder; (D) engaging in any act of misconduct or moral turpitude, as determined by the Company; (E) abuse of or dependency on alcohol or drugs (illicit or otherwise) which adversely affects job performance; (F) failure or refusal by you to properly perform (as determined by the Company in its reasonable discretion and judgment) the duties, responsibilities or obligations of your employment for reasons other than Disability or authorized leave, or to properly perform or follow (as determined by the Company in its reasonable discretion and judgment) any lawful direction by the Company; or (G) breach of this Agreement or of any other duty to, written policy of, or agreement with the Company. Please feel free to contact me if you have any questions. Sincerely, Michelle Smith Vice President, Human Resources MS/kmm Attachment

Exhibit 10.3

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Exhibit 10.3 November 23, 2015 William Wood Dear Bill, It’s my pleasure to confirm our offer of employment with Barnes & Noble, Inc. (“Company”). The following represents the key elements of our offer: Position: Vice President, Chief Information Officer Reports to: Ron Boire—Chief Executive Officer Starting Date: December 14, 2015 Base Salary: $500,000 per annum, subject to appropriate tax withholdings and deductions, payable in accordance with the Company’s normal payroll cycle. Incentive Compensation: Eligible to participate in our Incentive Compensation Plan in accordance with the terms and conditions of any applicable plan document. The target level annual bonus payment for your position is 60% of your base salary. Payments under the plan are based upon achievement of measurable objectives as defined by the Company each fiscal year. The fiscal year period is defined as May 1st to April 30th. Guaranteed pro-rata portion for FY16. Equity: On the first business day of the month following the month in which your employment with the Company commences, you shall be granted 25,000 Restricted Stock Units of the Company in accordance with the Company’s Amended and Restated 2009 Incentive Plan vesting over three years in three equal annual installments. Special Payment: You will be paid a one-time payment of $25,000 (less withholding) on the first payroll period following your start date. If you voluntarily resign or are terminated for Cause (as defined below) within (12) months of your hire date, you agree to reimburse the Company this Special Payment. Long-Term Incentive Plan: Subject to the approval by our Compensation Committee, you will be eligible to participate in our annual long-term incentive program (LTIP). Given your role and responsibilities, your total target long-term incentive grant value for Fiscal Year 2017 will be $450,000, which will be delivered 50% in restricted stock units (RSUs) and 50% in performance stock units (PSUs). The RSUs will be subject to a 3-year graded vesting schedule and the PSUs will vest at the end of a 3-year performance cycle based on the achievement of certain financial metrics. The actual number of RSUs and PSUs will be calculated using the closing price of our common stock on the grant date. Bames & Noble Inc. 122 Fifth Avenue. New York, NY 10011 212.633,300

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Benefits: During your employment, you will be eligible for employee benefits consistent with the Company’s practices and applicable law and in accordance with the terms of the applicable benefit plans as they currently exist and subject to any future modifications in the Company’s discretion. You will be eligible to participate in the Company’s health and welfare programs after sixty (60) days of continuous employment. Plan details to follow, upon acceptance of offer of employment. 401(k) Savings Plan: Eligible to contribute and to receive company matching contributions after completing after completing 1,000 hours in a year (i.e., after approximately six months of continuous full-time service) in accordance with the terms and conditions of the applicable plan. Vacation: 4 weeks annually Deferred Compensation: Temporary Housing: Eligible to participate in executive tax deferred savings plan immediately upon hire. The Company will provide temporary housing for six months and will reimburse you for commuting expenses during the six months. You will need to live in the Metro—New York area by next school year. Relocation: Eligible for assistance in accordance with the Corporate Relocation Policy. In summary: The Company will pay the complete cost of the move of your household belongings to your new residence and traditional closing costs for the purchase of a new home. If you resign within one (1) year of your relocation as detailed above, you will be required to repay 100% of your relocation expenses to the Company. Severance Benefits: Should your employment terminate for any reason other than your voluntary resignation or termination by the Company for “Cause” as defined below, you will receive a severance package that will be equal to one (1) year of base salary, payable in bi-weekly installments, less applicable taxes and withholdings. By signing below, you understand and agree that any severance benefits provided by the Company are contingent on your executing a General Release in the form provided by the Company in exchange for severance benefits at the time the severance benefits are offered. For purposes of this letter, “Cause” means (A) your engaging in misconduct or gross negligence which is injurious to Company; (B) your indictment or conviction by a court of competent jurisdiction with respect to any felony or other crime or violation of law involving fraud or dishonesty (with the exception of misconduct based in good faith on the advice of professional consultants, such as attorneys and accountants), or your entry of a plea of nolo contendere with respect to any felony involving fraud or dishonesty (with the exception of misconduct based in good faith on the advice of professional consultants, such as attorneys and accountants); (C) any gross negligence, intentional acts or intentional omissions by you, as determined by the Company in connection with the performance of the duties and responsibilities of your employment hereunder; (D) engaging in any act of misconduct or moral turpitude, as Noble Inc. 122 Fifth Avenue. New York, NY 10011 212.633.300

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determined by the Company; (E) abuse of or dependency on alcohol or drugs (illicit or otherwise) which adversely affects job performance; (F) failure or refusal by you to properly perform (as determined by the Company in its reasonable discretion and judgment) the duties, responsibilities or obligations of your employment for reasons other than Disability or authorized leave, or to properly perform or follow (as determined by the Company in its reasonable discretion and judgment) any lawful direction by the Company; or (G) breach of this Agreement or of any other duty to, written policy of, or agreement with the Company. During your employment, you will be subject to all of the policies, rules and regulations applicable to employees of the Company, as they currently exist and subject to any future modifications in the Company’s discretion. By signing below, you represent, and hereby confirm, that you are not subject to any currently effective employment contract, or any other contractual or other binding obligations pursuant to which your employment or employment activities with or on behalf of the Company may be subject to any restrictions, including without limitation, any agreements or other obligations or documents relating to non-competition, confidentiality, trade secrets, proprietary information or works for hire. This offer is contingent upon verification of your identity and your ability to legally work for the Company in the United States. This letter is merely a summary of the principal terms of our employment offer, is not a contract of employment for any definite period of time and does not alter your at-will employment status. This letter supersedes any prior or subsequent oral or written representations regarding the terms of potential employment with the Company. By signing below, you acknowledge that you are not relying on any representations other than those set forth in this letter. You also will be required to sign the enclosed Terms and Conditions of Employment as a condition of your employment with the Company. If you wish to accept this offer of employment as set forth above, please sign both documents and return to me as soon as possible. If you have any questions, please call me at your convenience at 212-633-3280. Bill, we are delighted with your interest in the Company and eager to have you join Barnes & Noble. The challenge, opportunity, and rewards that lie ahead for the Company are unique and incredibly exciting. I look forward to hearing from you after you have had a chance to review this offer. Sincerely, Michelle Smith Vice President, Human Resources MS/kmm Enclosure Agreed and Accepted: William wood 11/24/15 date Noble Inc. 122 Fifth Avenue. New York, NY 10011 212.633.300

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TERMS AND CONDITIONS OF EMPLOYMENT This agreement is by and between Barnes & Noble, Inc. (“Company”) and William Wood (“Employee”). In consideration of the Employee being hired by the Company, the Company providing Employee access to Trade Secret, Confidential Information, and other Company Property that is necessary to perform his/her work, the payment by the Company of Employee’s compensation and for other good and valuable consideration, the Company and Employee agree as follows: 1. At-Will Employment. Your employment will be “at will,” and as such you will be free to leave your employment with the Company at any time. Similarly, the Company may terminate your employment at any time for any or no reason, with or without cause or notice. At-will status only may be modified via a writing signed by both a designated officer of Barnes & Noble and you. 2. Duty of Loyalty. Employee acknowledges that he/she owes a duty of loyalty to the Company, which Employee acknowledges means, among other things, that while an employee of the Company, Employee must act in the best interests of the Company. Employee, therefore, agrees that, without limitation: (a) he/she shall devote his/her best efforts and undivided time, effort and loyalty to the business of the Company; (b) he/she shall discharge all of his/her duties and responsibilities that are or may be assigned to him/her by the Company conscientiously, in good faith and to the best of his/her ability, giving to the Company the full benefit of his/her knowledge, expertise, skill and Judgment; (c) he/she shall not engage in any illegal or unethical conduct in the performance of his/her duties and responsibilities; and (d) he/she shall not engage in any conduct that creates an actual, potential or apparent conflict between Employee’s personal interests and the Company’s interests, or which otherwise may adversely affect Employee’s judgment or ability to act In the Company’s best interests. If Employee is uncertain whether any particular activity may violate his/her duty of loyalty, Employee agrees to notify the Company and not engage in any such conduct without the express, written consent of an authorized representative of the Company. However, nothing in or about this Agreement prohibits Employee from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii) providing Confidential Information (as defined in Paragraph 3) to the extent required by law or legal process or permitted by Section 21F of the Securities Exchange Act of 1934; or (iii) cooperating, participating or assisting in any government or regulatory entity investigation or proceeding. 3. Trade Secrets, Confidential Information and Company Property. Employee acknowledges that his/her duties and responsibilities will put employee in a position of acquiring and creating Trade Secrets and Confidential Information (as those terms are defined below) concerning the Company. Employee further acknowledges that the Company is engaged in a highly competitive business. The Company’s involvement in this business has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over a long period of time. As a result of these investments of money, skill, and time, the Company has developed and will continue to develop certain valuable Trade Secrets and Confidential Information that are particular to the Company’s business. Employee acknowledges and agrees that the disclosure of such information to competitors of the Company or others would cause the Company to suffer substantial and irreparable harm. Employee acknowledges, therefore, that it is in the Company’s legitimate business interest to restrict Employee’s disclosure or use of such Trade Secret and Confidential Information (and other Company Property). “Trade Secrets” means any information, formula, pattern, compilation, program, device, method, technique, process, design, procedure or improvement that has value and is not generally known to the public or others who can obtain value from its disclosure or use. To the fullest extent consistent with the foregoing, and as otherwise permitted by law, Trade Secrets shall include, without limitation, non-public financial information, supply and service information, marketing information, information regarding Company’s current and future products, and customer information. Confidential Information shall mean all non-public information in any form or media that the Employee receives, obtains or has access to during the course of or by virtue of his/her employment with the Company, including, but not limited to, information which constitutes, relates or refers to (i) the Company or any affiliated entity; (ii) any

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current or former employee of the Company or any affiliated entity; (iii) any person or entity with whom or which the Company or any affiliated entity transacted business during Employee’s employment; (iv) any person or entity with respect to whom or which the Company or any affiliated entity acquired any non-public information; (v) any aspect of the operation of the business of the Company or any affiliated entity, including without limitation, all financial, operational and statistical information; (vi) any information or documents provided or produced in any litigation or other legal proceedings; (vii) any information protected or governed by any other confidentiality agreement or stipulation; and (viii) any information protected or governed by the attorney-client privilege, work-product doctrine or any similar privilege or immunity. “Company Property” shall mean all property and resources of the Company. including, without limitation, all Trade Secret and Confidential Information, the Company computer system and all software, e-mail and databases, telephone and facsimile services and all other administrative or support services provided by the Company. Except as specifically required in the performance of his/her duties for the Company, Employee agrees Employee will not, during the course of employment by the Company and for so long thereafter as the pertinent information or documentation remain Trade Secrets, Confidential Information or Company Property, directly or indirectly use, disclose or disseminate to any other person, organization or entity or otherwise use or disclose any Trade Secrets, Confidential Information or Company Property. The obligations set forth herein shall not apply to any Trade Secrets, Confidential Information or Company Property that have become generally known to competitors of the Company through lawful means and without violation of any law or any agreement not to disclose Trade Secrets, Confidential Information, or Company Property. Employee agrees and acknowledges a business shall be deemed to be in competition with the Company if it is substantially engaged in the sale or rental of books, eBooks, eBook readers, digital content and/or related merchandise. Upon the termination for any reason of his/her employment with the Company, or at any time the Company may so request, Employee shall promptly deliver to the Company all Trade Secret, Confidential Information, and Company Property, including all documents (whether in electronic or paper form) that relate or refer to Trade Secret, Confidential Information, or Company Property 4. Intellectual Property/Assignment of Inventions. “Intellectual Property” means inventions, discoveries, improvements, documented ideas, computer programs and related documentation, and other works of authorship (“Intellectual Property”). Employee agrees to promptly disclose to the Company all Intellectual Property (including any Intellectual Property in the formative stages) made during Employee’s employment with the Company. Furthermore, Employee agrees to disclose to the Company any Intellectual Property created during the period of one year after the termination of his/her employment with the Company that relates to or constitutes an improvement upon the Company’s Intellectual Property. Employee also agrees to keep and maintain written records concerning such Intellectual Property and make these records available to the Company at all times. Employee hereby assigns and agrees to assign to the Company and its successors and assigns his/her entire right, title, and interest in and to any Intellectual Property, whether or not patentable, copyrightable, or subject to other forms of protection, made, created, developed, written, or conceived by Employee, either solely or jointly with others, during Employee’s employment with the Company. All Intellectual Property disclosed or made by Employee within one (1) year after termination of Employee’s employment with the Company shall be deemed to be owned by the Company unless such Intellectual Property is proved to have been conceived after termination and without the benefit of any proprietary and/or Confidential Information or Trade Secrets of the Company, its subsidiaries or affiliates. Notwithstanding the above, Employee shall retain full right and title to Intellectual Property to which all of the following conditions apply: (a) no equipment, supplies, facilities, proprietary and/or Confidential Information, Trade Secrets or Intellectual Property of the Company was used in its development; (b) it was developed entirely on Employee’s own time; (c) it does not relate to the business of the Company or to the Company’s anticipated business or developmental programs; and (d) it does not result from any work performed by Employee for the Company. Employee represents that he/she has not, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of Employee’s employment with the Company any Intellectual Property that Employee considers to be his/her property or the property of third parties. Employee further agrees to assist the Company, or its designees, at the Company’s expense, but without additional

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compensation to Employee, in every proper way to secure the Company’s rights in the Intellectual Property and any copyrights, patents, mask work rights, or other intellectual property rights relating thereto in any and all countries. Employee further agrees that his/her obligation to execute or cause to be executed any such instrument or papers will continue after the termination of his/her employment with the Company. If the Company is unable because of Employee’s mental or physical incapacity. Employee’s refusal to comply with his/her obligations under this Agreement, or for any other reason, to secure Employee’s signature to apply for or to pursue any application for any United States or foreign patents or copyright or trademark registrations covering Intellectual Property or original works of authorship assigned to the Company under this Agreement or otherwise, Employee does hereby irrevocably designate and appoint the Company, through its duly authorized officers and agents, as Employee’s agent and attorney in fact, to act for and on Employee’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters, patents or copyright or trademark registrations thereon with the same legal force and effect as if executed by Employee. Employee understands that the Company may have entered into agreements with other parties which imposed obligations on the Company regarding Inventions made during the course of the work under such agreements or regarding the confidential nature of such works, or otherwise received from third parties’ confidential or proprietary information (“Third Party Information”). Employee agrees to be bound by all such obligations of the Company arising in connection with such Third Party Information. Non-Solicitation. During Employee’s employment with the Company, Employee will have access to Trade Secrets, Confidential Information and/or other non-public Company Property, and Employee will develop certain relationships with and/or knowledge about current and/or prospective employees, customers, vendors, or contractors such that if Employee were allowed to pursue relationships with the Company’s current or prospective employees, customers, vendors, or contractors, Employee would have an unfair advantage based upon confidential information and/or relationships developed. Therefore, Employee agrees that from the date of execution of this Agreement until the expiration of a period of one year following the termination of Employee’s employment with the Company for any reason (the “Covered Period”), Employee will not, directly or indirectly: (a) solicit or recruit for employment, offer employment to, hire, solicit, or recruit for placement, place and/or offer to place with another company or entity — on a temporary, permanent or contract basis, or otherwise — anyone who at any time during the Covered Period is or was employed by the Company or any of its parents, subsidiaries or affiliates (a “Covered Employee”); provided that, at the time of such solicitation, recruitment, offer of employment, hiring, offer to place or placement, or any time during the ninety (90) day period immediately preceding same, the Covered Employee is or was an employee of the Company or any of its parents, subsidiaries, or affiliates; (b) encourage, entice or persuade, or attempt to encourage, entice or persuade any Covered Employee to leave the Company or any of its parents, subsidiaries, or affiliates; (c) solicit or encourage (i) any customer, vendor, or contractor of Company, (ii) any entity that had been a customer, vendor, or contractor with Company within one year preceding Employee’s termination of employment with the Company, (iii) any prospective customer, vendor, or contractor of the Company actively solicited within one year before the termination of Employee’s employment with the Company, or (iv) any parent, subsidiary or affiliate of any of the foregoing, to void, terminate or diminish its relationship with the Company or any of its parents, subsidiaries, or affiliates; (d) or seek to persuade (i) any customer, vendor, or contractor of the Company, (ii) any entity that had been a customer, vendor, or contractor with the Company within one year preceding Employee’s termination of employment with the Company, (iii) any prospective customer, vendor, or contractor of the Company actively solicited within one year before the termination of Employee’s employment with the Company, or (iv) any parent, subsidiary, affiliate of any of the foregoing, to conduct with anyone else any business or activity which such customer, vendor, or contractor conducts with the Company or any of its parents, subsidiaries, or affiliates. Non-Compete. During Employee’s employment and for a period of one year following the termination of his/her employment with the Company for any reason, Employee agrees that, without the prior written consent of the Company, he/she will not become employed, retained, or otherwise provide any services of any kind to any business that is in competition with the business of the Company. Employee agrees and acknowledges a business shall be deemed to be in competition with the Company if it is substantially engaged in the sale or rental of books, eBooks, eBook readers, digital content and/or related merchandise.

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7. Non-Use of Trade Secrets or Confidential Information and Full Disclosure of Existing Agreements with Prior Employers. Employee acknowledges and represents that as an employee of the Company, Employee will not breach any invention, assignment or proprietary information or similar agreement Employee may have with any former employer or other party. Employee further acknowledges and represents that Employee will not bring to the Company or use in the performance of his/her duties for the Company any documents or materials of any kind from a former employer or other person or entity that Employee is not legally authorized or permitted to use and/or that are not generally available to the public. Employee also agrees that the Company has not asked him/her to use or disclose any Trade Secrets and/or Confidential Information that is confidential to any of Employee’s prior employers. Employee also agrees that he/she is not bound by any agreement (including, without limitation, any non-compete or non-solicitation agreement) that seeks to restrict the employers or entities for or with whom Employee may work, the customers, clients or prospects Employee may solicit or work with, or the former co-workers Employee may solicit or work with, or that Employee has provided written copies of any such agreement(s) to the Company’s management and has otherwise fully disclosed the existence and terms of any such agreement(s) to the Company’s management. Applicable Law. The validity, performance and enforceability of this Agreement shall be determined and governed by the laws of the State of New York, without regard to its conflict of law principles. The exclusive forum for any action concerning this Agreement or the transactions contemplated hereby shall be in a court of competent jurisdiction in New York County, New York, with respect to a state court, or the United States District Court for the Eastern District of New York, with respect to a federal court. EMPLOYEE HEREBY CONSENTS TO THE EXERCISE OF JURISDICTION OF THE COURT IN THE EXCLUSIVE FORUM SET FORTH IN THIS AGREEMENT AND WAIVES ANY RIGHT EMPLOYEE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY TIME BY THE COMPANY TO FEDERAL COURT OF ANY ACTION EMPLOYEE MAY BRING AGAINST IT IN STATE COURT. EMPLOYEE AND THE COMPANY MUTUALLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR EMPLOYEE’S EMPLOYMENT IN GENERAL. 9. Successors. This Agreement shall inure to the benefit of the Company, its subsidiaries and affiliates, and the successors and assigns of each of them.10. Rule of Construction. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties.11. Amendment. No term, condition, covenant, representation or acknowledgement contained in this Agreement may be amended or modified unless in writing signed by both parties, and no course of conduct shall be deemed a waiver of its provisions.12. Reasonable Scope of Agreement. Employee acknowledges and agrees that the foregoing agreements and restrictions are reasonable and necessary for the protection of the Company and its business, and are not limited in time to the duration of Employee’s employment but extend after and shall survive the termination of his/her employment, irrespective of the reason for its termination. Employee further acknowledges and agrees that the Company shall be entitled to seek an injunction or other forms of equitable relief to prevent or terminate any violation of the foregoing restrictions. Any such relief shall be in addition to and not in lieu of any other remedy available to the Company, whether at law or in equity.

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13. Severability. Employee agrees that if any part of Employee’s foregoing covenants or the duration thereof is deemed too restrictive by a court of competent jurisdiction, the court may alter the covenants and/or duration to make the same reasonable under the circumstances, and Employee acknowledges that Employee shall be bound thereby. 14. Complete Agreement. This Agreement constitutes the entire Agreement with respect to the subject matter hereof and cancels and supersedes any and all other previous agreements with respect to the subject matter hereof. The terms of this Agreement shall survive the termination of and any change in Employee’s position with the Company. 15. Employee Review of Agreement. Employee understands that he/she has the right to consult an attorney prior to the signing of this Agreement, and acknowledges that his/her signature below signifies that he/she has fully reviewed and understands all of the terms of this Agreement and that he/she has agreed to those terms. SO AGREED: Employee: William Wood Barnes & Noble, inc. Signature Signature 11/24/15 Michelle Smith Date Printed Name Vice President, Human Resources Title November 23, 2015 Date

Exhibit 31.1

CERTIFICATION BY THE

CHIEF FINANCIAL OFFICER AND A MEMBER OF THE OFFICE OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO

17 CFR 240.13a-14(a)/15(d)-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Allen W. Lindstrom, certify that:

I have reviewed this report on Form 10-Q for the quarterly period ended October 27, 2018 of Barnes & Noble, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2018


By:		/s/ Allen W. Lindstrom
		Allen W. Lindstrom
		Chief Financial Officer and a Member of the Office of the Chief Executive Officer
		Barnes & Noble, Inc.

Exhibit 31.2

CERTIFICATION BY A

MEMBER OF THE OFFICE OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

17 CFR 240.13a-14(a)/15(d)-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tim Mantel, certify that:

I have reviewed this report on Form 10-Q for the quarterly period ended October 27, 2018 of Barnes & Noble, Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2018


By:		/s/ Tim Mantel
		Tim Mantel
		Chief Merchandising Officer and a Member of the Office of the Chief Executive Officer
		Barnes & Noble, Inc.

Exhibit 31.3

CERTIFICATION BY A

MEMBER OF THE OFFICE OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

17 CFR 240.13a-14(a)/15(d)-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl Hauch, certify that:

I have reviewed this report on Form 10-Q for the quarterly period ended October 27, 2018 of Barnes & Noble, Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2018


By:		/s/ Carl Hauch
		Carl Hauch
		Vice President of Stores and a Member of the Office of the Chief Executive Officer
		Barnes & Noble, Inc.

Exhibit 32.1

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER AND A MEMBER OF THE OFFICE OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Barnes & Noble, Inc. (the “Company”) on Form 10-Q for the period ended October 27, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Allen W. Lindstrom, Chief Financial Officer and Member of the Office of the Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Allen W. Lindstrom

Allen W. Lindstrom

Chief Financial Officer and a Member of the Office of the Chief Executive Officer

Barnes & Noble, Inc.

November 20, 2018

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION OF A MEMBER OF THE OFFICE OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Barnes & Noble, Inc. (the “Company”) on Form 10-Q for the period ended October 27, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tim Mantel, Chief Merchandising Officer and Member of the Office of the Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Tim Mantel

Tim Mantel

Chief Merchandising Officer and a Member of the Office of the Chief Executive Officer

Barnes & Noble, Inc.

November 20, 2018

Exhibit 32.3

CERTIFICATION OF A MEMBER OF THE OFFICE OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Barnes & Noble, Inc. (the “Company”) on Form 10-Q for the period ended October 27, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl Hauch, Vice President of Stores and Member of the Office of the Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Carl Hauch

Carl Hauch

Vice President of Stores and a Member of the Office of the Chief Executive Officer

Barnes & Noble, Inc.

November 20, 2018

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company