SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|Date of report (Date of earliest event reported)||
December 1, 2011
|BARNES & NOBLE, INC.|
|(Exact Name of Registrant as Specified in Its Charter)|
|(State or Other Jurisdiction of Incorporation)|
|(Commission File Number)||(IRS Employer Identification No.)|
|122 Fifth Avenue, New York, NY||10011|
|(Address of Principal Executive Offices)||(Zip Code)|
|(Registrant’s Telephone Number, Including Area Code)|
|(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 December 1, 2011, Barnes & Noble, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended October 29, 2011 (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 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 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/A, Quarterly Reports on Form 10-Q, and quarterly
Item 9.01 Financial Statements and Exhibits
99.1 Press Release of Barnes & Noble, Inc., dated December 1, 2011
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.
/s/ Allen Lindstrom
Interim Chief Financial Officer
December 1, 2011
Barnes & Noble, Inc.
Press Release of Barnes & Noble, Inc., dated December 1, 2011