-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EB1ZhLn8/+kBjEzmJsB5lqvXDLBEkBp88ajxO5Y+TONkbMNcBT+LsZmKKlLoW0ev 2stfzf1jdmMU/8epoW8mQA== 0001157523-05-004838.txt : 20050517 0001157523-05-004838.hdr.sgml : 20050517 20050517094934 ACCESSION NUMBER: 0001157523-05-004838 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050517 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 05837244 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 8-K 1 a4890456.txt BARNES & NOBLE 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 17, 2005 ------------------------------- BARNES & NOBLE, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 633-3300 - -------------------------------------------------------------------------------- (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 May 17, 2005, Barnes & Noble, Inc. issued a press release announcing its financial results for the first quarter ended April 30, 2005. 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. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated May 17, 2005 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 ---------------------- Joseph J. Lombardi Chief Financial Officer Date: May 17, 2005 Barnes & Noble, Inc. EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of Barnes & Noble, Inc., dated May 17, 2005. EX-99.1 2 a4890456ex991.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Barnes & Noble Reports First Quarter Financial Results; Achieves Earnings of $0.13 Per Share NEW YORK--(BUSINESS WIRE)--May 17, 2005--Barnes & Noble, Inc. (NYSE:BKS), the world's largest bookseller, today reported sales and earnings for the first quarter ended April 30, 2005. Net earnings from continuing operations increased 37% to $9.9 million or $0.13 per share, versus guidance of $0.11 to $0.13 per share. Consolidated net earnings decreased $0.03 per share versus last year due to the $0.06 per share earned from the company's investment in GameStop in the first quarter a year ago, prior to the tax-free spin-off of GameStop in the fourth quarter of 2004. Comparable store sales at Barnes & Noble were 2.2% for the quarter, in line with company guidance for a low single digit increase. Total first quarter sales were $1,097.2 million, increasing 4% from $1,058.2 million a year ago. Barnes & Noble store sales were $959.2 million, increasing 5% over the prior year. Barnes & Noble.com sales were $91.4 million, decreasing (0.6%) from the prior year. B. Dalton sales were $31.5 million, a decrease of (21%) over the prior year, due primarily to store closings and a (0.3%) comparable store sales decline. As previously announced, the company completed a $250 million share repurchase program and had a new $200 million share repurchase program authorized during the first quarter. The company repurchased approximately $75 million of shares in the first quarter under both programs. "We are pleased with the company's sales and earnings performance," said Steve Riggio, chief executive officer of Barnes & Noble, Inc. "The overall tone of business was as expected, and we anticipate accelerated sales growth in the second quarter with the arrival of the sixth Harry Potter book on July 16th." As of April 30, 2005, the company operated 671 Barnes & Noble stores and 150 B. Dalton stores. During the first quarter, seven Barnes & Noble stores were opened and two were closed. B. Dalton closed four stores during the quarter. GUIDANCE For the second quarter, the company expects comparable store sales at Barnes & Noble stores to be in the mid-single digits. For the full year, the company continues to expect comparable store sales to increase approximately 3%. Sales at Barnes & Noble.com are expected to increase at similar levels. Barnes & Noble, Inc.'s second quarter earnings per share is expected to be in a range of $0.19 to $0.21, and for the full year the company continues to expect earnings per share to be in a range of $1.94 to $1.98. A conference call with Barnes & Noble, Inc.'s senior management will be webcast beginning at 11:00 A.M. ET on Tuesday, May 17, 2005, and is accessible at www.barnesandnobleinc.com/webcasts. The call will also be archived at www.fulldisclosure.com for one year. Barnes & Noble, Inc. will report second quarter earnings on or about August 18, 2005. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE:BKS), the world's largest bookseller and a Fortune 500 company, operates 821 bookstores in 50 states. For the third year in a row, the company is the nation's top retail brand for quality, according to the EquiTrend(R) Brand Study by Harris Interactive(R). Barnes & Noble conducts its online business through Barnes & Noble.com (www.bn.com), one of the Web's largest e-commerce sites and the number-one brand among e-commerce companies, according to the latest EquiTrend survey. In addition to its retail operations, Barnes & Noble is one of the largest book publishers in the world. Its subsidiary, Sterling Publishing, publishes over 1,100 new titles a year and has an active list of over 5,000 titles. General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate Web site: http://www.barnesandnobleinc.com. SAFE HARBOR This press release contains "forward-looking statements." Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, general economic and market conditions, decreased consumer demand for the company's products, possible disruptions in the company's computer or telephone systems, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company's online and other initiatives, the successful integration of acquired businesses, the successful and timely completion and integration of the company's new New Jersey distribution center, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, product shortages, and other factors which may be outside of the company's control. Please refer to the company's annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. BARNES & NOBLE, INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except per share data) - ---------------------------------------------------------------------- 13 weeks ended ---------------------- April 30, May 1, 2005 2004 Restated (a) (b) ----------- ----------- Sales $1,097,170 1,058,197 Cost of sales and occupancy 769,819 750,414 ----------- ---------- Gross profit 327,351 307,783 ----------- ---------- Selling and administrative expenses 266,059 244,434 Depreciation and amortization 43,311 44,925 Pre-opening expenses 2,447 2,648 ----------- ---------- Operating profit 15,534 15,776 Interest expense, net (329) (4,497) ----------- ---------- Income before taxes and minority interest 15,205 11,279 Income taxes 6,196 4,587 ----------- ---------- Income before minority interest 9,009 6,692 Minority interest 897 538 ----------- ---------- Income from continuing operations 9,906 7,230 Income from discontinued operations (net of income tax) - 4,215 ----------- ---------- Net income $9,906 11,445 =========== ========== Basic income per common share: Income from continuing operations $0.14 0.11 Income from discontinued operations - 0.06 ----------- ---------- Net income $0.14 0.17 =========== ========== Diluted income per common share: Income from continuing operations $0.13 0.10 Income from discontinued operations - 0.06 ----------- ---------- Net income $0.13 0.16 =========== ========== Weighted average common shares outstanding Basic 69,722 68,146 Diluted 74,400 70,717 Percentage of sales: Sales 100.0% 100.0% Cost of sales and occupancy 70.2% 70.9% ----------- ---------- Gross profit 29.8% 29.1% ----------- ---------- Selling and administrative expenses 24.2% 23.1% Depreciation and amortization 3.9% 4.2% Pre-opening expenses 0.2% 0.3% ----------- ---------- Operating profit 1.4% 1.5% Interest expense, net 0.0% -0.4% ----------- ---------- Income before taxes and minority interest 1.4% 1.1% Income taxes 0.6% 0.4% ----------- ---------- Income before minority interest 0.8% 0.6% Minority interest 0.1% 0.1% ----------- ---------- Income from continuing operations 0.9% 0.7% =========== ========== (a) Restated to reflect certain adjustments relating to lease accounting. (b) Reflects the change in the reporting period used to consolidate the results of Barnes & Noble.com. BARNES & NOBLE, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except per share data) - ---------------------------------------------------------------------- April 30, May 1, 2004 January 29, 2005 Restated 2005 (a)(b) ----------- ---------- ----------- ASSETS Current assets: Cash and cash equivalents $322,095 177,701 535,652 Receivables, net 94,292 45,225 74,640 Merchandise inventories 1,307,421 1,314,306 1,274,578 Prepaid expenses and other current assets 125,733 101,744 85,140 Current assets of discontinued operations - 388,818 - ----------- ---------- ---------- Total current assets 1,849,541 2,027,794 1,970,010 Property and equipment: Land and land improvements 3,247 3,247 3,247 Buildings and leasehold improvements 958,827 875,238 940,616 Fixtures and equipment 1,083,330 1,017,296 1,081,966 ----------- ---------- ---------- 2,045,404 1,895,781 2,025,829 Less accumulated depreciation and amortization 1,250,446 1,105,747 1,221,169 ----------- ---------- ---------- Net property and equipment 794,958 790,034 804,660 ----------- ---------- ---------- Goodwill 267,311 175,775 268,379 Intangible assets, net 96,196 93,222 97,538 Deferred taxes 123,682 83,248 123,231 Other noncurrent assets 36,881 21,386 37,710 Noncurrent assets of discontinued operations - 458,842 - ----------- ---------- ---------- Total assets $3,168,569 3,650,301 3,301,528 =========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $729,779 640,706 745,073 Accrued liabilities 496,852 404,101 580,509 Current liabilities of discontinued operations - 205,545 - ----------- ---------- ---------- Total current liabilities 1,226,631 1,250,352 1,325,582 Long-term debt 245,000 300,000 245,000 Deferred income taxes 193,743 162,737 193,743 Other long-term liabilities 370,812 362,605 362,319 Noncurrent liabilities of discontinued operations - 298,680 - Minority interest 8,044 18,873 8,942 Shareholders' equity: Common stock; $.001 par value; 300,000 shares authorized; 80,270, 77,213 and 79,276 shares issued, respectively 80 77 79 Additional paid-in capital 1,007,922 926,944 985,609 Accumulated other comprehensive loss (9,781) (8,775) (9,857) Retained earnings 396,040 534,831 386,134 Treasury stock, at cost, 11,162, 9,008 and 9,008 shares, respectively (269,922) (196,023) (196,023) ----------- ---------- ---------- Total shareholders' equity 1,124,339 1,257,054 1,165,942 ----------- ---------- ---------- Commitments and contingencies - - - ----------- ---------- ---------- Total liabilities and shareholders' equity $3,168,569 3,650,301 3,301,528 =========== ========== ========== (a) Restated to reflect certain adjustments relating to lease accounting. (b) Reflects the change in the reporting period used to consolidate the results of Barnes & Noble.com. CONTACT: Barnes & Noble, Inc. Media Contact: Mary Ellen Keating, Senior Vice President, Corporate Communications, 212-633-3323 or Investor Contact: Joseph J. Lombardi, Chief Financial Officer, 212-633-3215 -----END PRIVACY-ENHANCED MESSAGE-----