Current Report Filing (8-k)
19 June 2019 - 10:41PM
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 19, 2019
BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
001-12302
|
06-1196501
|
(State or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
122 Fifth Avenue
New York, New York
10011
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(212) 633-3300
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))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading symbol
|
|
Name of each exchange
on which registered
|
Common Stock, $0.001 par value per share
|
|
BKS
|
|
New York Stock Exchange
|
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 June 19, 2019, Barnes & Noble, Inc. (the “Company”) issued a press release announcing its financial results for
the fourth quarter and the full year ended April 27, 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 June 19, 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.
|
BARNES & NOBLE, INC.
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Allen W. Lindstrom
|
|
|
Allen W. Lindstrom
|
|
|
Chief Financial Officer
|
Date: June 19, 2019
Barnes & Noble, Inc.
EXHIBIT INDEX
Barnes and Noble (NYSE:BKS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Barnes and Noble (NYSE:BKS)
Historical Stock Chart
From Apr 2023 to Apr 2024
Real-Time news about Barnes and Noble Inc (New York Stock Exchange): 0 recent articles
More Barnes & Noble Inc News Articles