Current Report Filing (8-k)
March 07 2019 - 08:36AM
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)
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March 7, 2019
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BARNES & NOBLE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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1-12302
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06-1196501
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(Commission File Number)
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(IRS Employer Identification No.)
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122 Fifth Avenue, New York, NY
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10011
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(Address of Principal Executive Offices)
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(Zip Code)
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(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)
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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
:
⃞
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))
Indicate by
check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
⃞
If an
emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
⃞
Item 2.02 Results of Operations and Financial Condition
On March 7, 2019, Barnes & Noble, Inc. (the “Company”) issued a press
release announcing its financial results for the third quarter ended
January 26, 2019 (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 measures of EBITDA (defined by the Company as
earnings before interest, taxes, depreciation and amortization) and
adjusted EBITDA (defined by the Company as EBITDA, excluding goodwill
impairment and severance costs related to the new store labor model,
with respect to fiscal 2018, and excluding store and publishing contract
impairments, as well as non-recurring professional fees, with respect to
fiscal 2019, in each case as described further in the Press Release).
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 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release of Barnes & Noble, Inc., dated March 7, 2019
SIGNATURE
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.
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BARNES & NOBLE, INC.
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(Registrant)
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By:
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/s/ Allen W. Lindstrom
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Allen W. Lindstrom
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Chief Financial Officer
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Date:
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March 7, 2019
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Barnes & Noble, Inc.
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