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Barnes & Noble Inc. (NYSE: BKS) has received interest from potential buyers. The company’s board has decided to form a committee to look at offers in anticipation of the book retailer being sold. Even with legitimate offers that might place the company under new ownership, its core business is still dying.

Barnes & Noble’s board chair and founder, Leonard Riggio, may be a bidder, which is ironic since he has presided over its demise. He almost completely missed the movement of book sales online, particularly by Amazon.com, until it was too late to hold a lead position.

Barnes & Noble does have a shareholder rights plan that would make it hard to make an acquisition. However, the board appears to be willing to waive that for the right buyer. Presumably, that would be a buyer who would pay a large premium over the company’s current share price. The board noted that some entity that cannot be identified has begun to buy up stock.

Barnes & Noble shares, which were trading around $5.50 per share recently, rose 27% after the announcement to $6.92. This is well below the 52-week high of $8. More pointedly, the stock was down 48% in the past two years, before the bump due to the offer. The share price tells a great deal about the company’s prospects and the pessimism among investors.

The reason for the pessimism is that Barnes & Noble is disappearing. Revenue in the most recent quarter was down 6.9% to $795 million, compared to the same quarter the year before. Same-store sales fell 6.1%. The company lost $17 million, compared with $11 million in the year-ago quarter. Barnes & Noble had cash and cash equivalents of $11 million. Its long-term debt was $179 million, an amount it cannot possibly pay off with its current financial situation.

Who would buy Barnes & Noble and why? With its current sales trends and balance sheet, it is a wonder anyone would consider it.