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): May 22, 2003
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 May 22, 2003
Item 9. Regulation FD Disclosure (Information Provided Under Item 12 - Results
of Operations and Financial Condition).
On May 22, 2003, Barnes & Noble, Inc. (the "Company") issued a press
release announcing its financial results for the fiscal quarter ended May 3,
2003. A copy of this press release is attached hereto as Exhibit 99.1.
The information required by Form 8-K, Item 12--Results of Operations and
Financial Condition, is being provided under Item 9 pursuant to SEC Release No.
33-8216. 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"), 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 fiscal quarters ended May
3, 2003 and May 4, 2002.
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 non-GAAP results and guidance to the
investment community, the Company believes that the inclusion of non-GAAP
financial measures provides consistent and comparable measures to help investors
understand the Company's current and 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
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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Name: Joseph J. Lombardi
Title: Chief Financial Officer
Date: May 22, 2003