SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 18, 2004
BARNES & NOBLE, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
(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)
Registrant's Telephone Number, Including Area Code (212) 633-3300
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(Former Name or Former Address, if Changed Since Last Report )
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release of Barnes & Noble, Inc., dated March 18, 2004
Item 12. Results of Operations and Financial Condition
On March 18, 2004, Barnes & Noble, Inc. (the "Company") issued a press
release announcing its financial results for the fiscal quarter and fiscal year
ended January 31, 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 non-GAAP measures
of EBITDA (defined by the Company as operating profit (loss) before
depreciation, amortization and impairment charge, less the minority interest in
GameStop Corp.'s EBITDA) for the 13 and 52 weeks ended January 31, 2004 and
February 1, 2003, and free cash flow (defined by the Company as cash flow from
operating activities less capital expenditures) for the 52 weeks ended January
31, 2004. 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.
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 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.
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: March 18, 2004
Barnes & Noble, Inc.
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Barnes & Noble, Inc., dated March 18, 2004