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) March 16, 2006
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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 March 16, 2006, Barnes & Noble, Inc. (the "Company") issued a press
release announcing its results for the fourth quarter and full year ended
January 28, 2006. 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 operating free cash flow (defined by the Company as EBITDA, or
earnings before taxes, depreciation and amortization, minus capital expenditures
minus interest and taxes paid plus/minus any changes in working capital).
Additionally, the Company provides certain financial results which exclude
charges for fixed asset impairment and certain EPS results which exclude stock
compensation expenses.
The Company's management reviews these non-GAAP financial measures
internally to evaluate the Company's performance and manage its operations.
Additionally, the Company believes that such information also provides investors
a better understanding of the Company's current operating results and provides
comparable measures 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 measures, within the
written text and table included in the text, 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 March 16, 2006
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 16, 2006
Barnes & Noble, Inc.
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Barnes & Noble, Inc., dated March 16, 2006