Barnes and Noble 2010 Annual Report Download - page 56

sheet. For fiscal 2010, the transition period, fiscal 2008
and 2007, a net loss attributable to noncontrolling interests
of $32, $30, $30 and $0, respectively, is included in the
Company’s net earnings (loss).
17. DISCONTINUED OPERATIONS
During the fourth quarter of fiscal 2008, the Company
committed to a plan to dispose of its approximate 74%
interest in Calendar Club. The Company subsequently sold
its interest in Calendar Club in February 2009 to Calendar
Club and its chief executive officer for $7,000, which was
comprised of $1,000 in cash and $6,000 in notes. Calendar
Club qualified for held for sale accounting treatment in
fiscal 2008 and was written down to its fair value. The
Company recorded a charge of $18,655 ($9,675 after tax)
related to the write down in fiscal 2008. The results of
Calendar Club have been classified as discontinued opera-
tions in all periods presented.
The operations of Calendar Club have been segregated from
continuing operations and are reflected as discontinued
operations in each period’s consolidated statement of
operations as follows:
13 Weeks
Ended May 2,
2009 Fiscal 2008 Fiscal 2007
Sales $ 347 113,539 124,154
Earnings (loss) from
discontinued operations,
net of tax $ (654) (9,506) 888
Diluted earnings (loss)
per common share from
discontinued operations,
net of tax $ (0.01) (0.17) 0.01
Fiscal Year January 31, 2009
Cash and cash equivalents $23,370
Receivables, net 760
Merchandise inventories 5,569
Prepaid expenses and other current assets 500
Current assets of discontinued operations 30,199
Net property and equipment 3,813
Goodwill —
Other noncurrent assets 4,508
Noncurrent assets of discontinued operations 8,321
Accounts payable 16,028
Accrued liabilities 2,779
Current liabilities of discontinued operations 18,807
Noncurrent liabilities of discontinued operations 12,713
Net assets of discontinued operations $ 7,000
18. SHAREHOLDERS’ EQUITY
On November 17, 2009, the Board of Directors of the
Company declared a dividend, payable to stockholders of
record on November 27, 2009 of one right (a Right) per
each share of outstanding Common Stock of the Company,
par value $0.001 per share (Common Stock), to purchase
1/1000th of a share of Series I Preferred Stock, par value
$0.001 per share, of the Company (the Preferred Stock),
at a price of $100.00 per share (such amount, as may
be adjusted from time to time as provided in the Rights
Agreement described below, the Purchase Price). In con-
nection therewith, on November 17, 2009, the Company
entered into a Rights Agreement, dated November 17,
2009 (as the same may be amended from time to time, the
Rights Agreement) with Mellon Investor Services LLC,
as Rights Agent. The Rights will be exercisable upon the
earlier of (i) such date the Company learns that a person
or group, without Board approval, acquires or obtains the
right to acquire beneficial ownership of 20% or more of
Barnes & Noble’s outstanding common stock or a person
or group that already beneficially owns 20% or more of
the Company’s outstanding common stock at the time
the Rights Agreement was entered into, without Board
approval, acquires any additional shares (other than pursu-
ant to the Company’s compensation or benefit plans) (any
person or group specified in this sentence, an Acquiring
Person) and (ii) such date a person or group announces an
intention to commence or following the commencement
of (as designated by the Board) a tender or exchange offer
which could result in the beneficial ownership of 20% or
more of Barnes & Noble’s outstanding common stock. The
54 Barnes & Noble, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued