UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 15, 2004
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BARNES & NOBLE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12302 06-1196501
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(Commission File Number) (IRS Employer Identification No.)
122 Fifth Avenue, New York, NY 10011
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(Address of Principal Executive Offices) (Zip Code)
(212) 633-3300
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On November 15, 2004, Barnes & Noble, Inc. (the "Company") issued a press
release announcing its financial results for the third quarter ended October 30,
2004. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Use of Non-GAAP Financial Information
To supplement the Company's consolidated financial statements presented in
accordance with generally accepted accounting principles ("GAAP"), in the press
release attached hereto as Exhibit 99.1 the Company uses the non-GAAP financial
measure of EBITDA (defined by the Company as operating profit (loss) before
depreciation and amortization, less the minority interest in GameStop Corp.'s
EBITDA) for the 13 and 39 weeks ended October 30, 2004 and November 1, 2003.
Additionally, following the Company's acquisition of Bertelsmann AG's interest
in barnesandnoble.com inc. ("B&N.com") on September 15, 2003, the Company
consolidated the results of B&N.com. Accordingly, the Company is disclosing in
the press release attached hereto as Exhibit 99.1 pro forma results as if the
Company consolidated B&N.com for all of fiscal 2003. Furthermore, in the press
release attached hereto as Exhibit 99.1, the Company provides certain financial
results which exclude the one-time charge relating to the redemption of its
convertible subordinated notes. This one-time charge was to write-off the
unamortized portion of the deferred financing fees from the issuance of the
notes and for payment of the redemption premium.
The Company's management reviews these non-GAAP measures internally to
evaluate the Company's performance and manage its operations. In addition, since
the Company has historically provided EBITDA results to the investment
community, the Company believes that the inclusion of EBITDA results provides a
consistent and comparable measure to help investors understand the Company's
operating results. Furthermore, since the Company will consolidate B&N.com on a
going forward basis, the Company believes that pro forma results (as if the
Company consolidated B&N.com) provide investors a better understanding of the
Company's current operating results and provide a comparable measure to help
investors understand the Company's future operating results. The Company has
also provided certain financial results which exclude a one-time charge relating
to the redemption of its convertible subordinated notes because the Company
believes that such information also provides investors a better understanding of
the Company's current operating results and provides a comparable measure to
help investors understand the Company's future operating results. The non-GAAP
measures included in the press release attached hereto as Exhibit 99.1 have been
reconciled to the comparable GAAP measure as required under SEC rules regarding
the use of non-GAAP financial measures. The Company urges investors to carefully
review the GAAP financial information included as part of the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and quarterly earnings
releases.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Barnes & Noble, Inc., dated November 15, 2004
SIGNATURE
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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 hereunto duly authorized.
BARNES & NOBLE, INC.
(Registrant)
By: /s/ Joseph J. Lombardi
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Joseph J. Lombardi
Chief Financial Officer
Date: November 15, 2004
Barnes & Noble, Inc.
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Barnes & Noble, Inc., dated November 15, 2004