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): September 9, 2015
BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12302 | 06-1196501 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 122 Fifth Avenue, New York, New York | 10011 |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | 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 September 9, 2015, Barnes & Noble, Inc. (the “Company”) held an earnings conference call with senior management announcing its financial results for the first quarter ended August 1, 2015 (the “Earnings Call”). A transcript of the Earnings Call, including the question and answer session held with investors that took place at the end of the call, 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”), during the Earnings Call for which the transcript is attached 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 provides investors useful and important information regarding the Company’s operating results. The non-GAAP measure discussed on the Earnings Call has been reconciled to the comparable GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures and that reconciliation can be found at the end of Exhibit 99.1. 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 |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Transcript of earnings conference call held by Barnes & Noble, Inc. on September 9, 2015. |
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.
| | BARNES & NOBLE, INC., | |
| | | | |
| | | | |
| Date: September 11, 2015 | By: | /s/ Bradley A. Feuer | |
| | | Name: Bradley A. Feuer | |
| | | Title: Vice President, General Counsel and Corporate Secretary | |
| | | | |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 99.1 | | Transcript of earnings conference call held by Barnes & Noble, Inc. on September 9, 2015. |
