Current Report Filing (8-k)
June 22 2017 - 8:36AM
Edgar (US Regulatory)
UNITED STATES
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):
June
22, 2017
BARNES & NOBLE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-12302
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06-1196501
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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122 Fifth Avenue, New York, New York
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10011
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 633-3300
Not Applicable
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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2
Item 2.02.
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Results of Operations and Financial Condition
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On June 22, 2017, Barnes & Noble, Inc. (the “Company”) issued a press
release announcing its financial results for the fourth quarter and full
year ended April 29, 2017 (the “Press Release”). A copy of the Press
Release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto
pertaining to the Company’s financial results shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, 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 earnings
before interest, taxes, depreciation and amortization).
The Company’s management reviews this non-GAAP measure internally to
evaluate the Company’s performance and manage its operations. The
Company believes that the inclusion of EBITDA results provide investors
useful and important information regarding the Company’s operating
results. The non-GAAP measure included in the Press Release attached
hereto as Exhibit 99.1 has 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.
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Financial Statements and Exhibits.
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(d) Exhibits:
Exhibit
No.
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Description of Exhibit
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99.1
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Press Release of Barnes & Noble, Inc., dated June 22, 2017
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3
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.
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BARNES & NOBLE, INC.,
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Date: June 22, 2017
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By:
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/s/ Allen W. Lindstrom
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Name: Allen W. Lindstrom
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Title: Chief Financial Officer
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4
Barnes & Noble, Inc.
EXHIBIT INDEX
Exhibit
No.
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Description of Exhibit
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99.1
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Press Release of Barnes & Noble, Inc., dated June 22, 2017
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