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): April 28, 2004
(April 27, 2004)
barnesandnoble.com 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)
0-26063 13-4048787
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(Commission File Number) (IRS Employer Identification No.)
76 Ninth Avenue, New York, NY 10011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 414-6000
(Former Name or Former Address, if Changed Since Last Report )
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release of barnesandnoble.com inc., dated
April 27, 2004
Item 12. Results of Operations and Financial Condition
On April 27, 2004, barnesandnoble.com inc. (the "Company") issued a
press release announcing its financial results for the first quarter ended March
31, 2004. 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"), the
Company uses the non-GAAP financial measure of EBITDA (defined by the Company as
net loss before interest, taxes, depreciation and amortization) for the 13 weeks
ended March 31, 2004 and March 31, 2003.
The Company's management reviews this non-GAAP financial measure
internally to evaluate the Company's performance and manage its operations. In
addition, since the Company has historically provided EBITDA results and
guidance to the investment community, the Company believes that the inclusion of
this non-GAAP financial measure provides a consistent and comparable measure to
help investors understand the Company's current and future operating results.
The non-GAAP financial 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.
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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 thereunto duly authorized.
barnesandnoble.com inc.
(Registrant)
By: /s/ Kevin M. Frain
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Name: Kevin M. Frain
Title: Chief Financial Officer
Date: April 28, 2004
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