-----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, J/9eekgYtsGkG6sEpYqEiQdZUfHxGRSTSB42Mk4/sR+dyPbJ3H6QWpIZJPgQGevP 7mhPnxp2ds7T/ENVI2t3Vw== 0001157523-05-007589.txt : 20050818 0001157523-05-007589.hdr.sgml : 20050818 20050818091231 ACCESSION NUMBER: 0001157523-05-007589 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 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: 051034690 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 a4955168.txt BARNES & NOBLE, INC., 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) August 18, 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 August 18, 2005, Barnes & Noble, Inc. (the "Company") issued a press release announcing its results for the second quarter ended July 30, 2005 and the initiation of the cash dividend described under Item 8.01. 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") in the press release attached hereto as Exhibit 99.1, the Company provides certain financial results which exclude certain charges. The Company's management reviews these non-GAAP financial measures internally to evaluate the Company's performance and manage its operations. Additionally, the Company believes that such information also provides investors a better understanding of the Company's current operating results and provides comparable measures to help investors understand the Company's future operating results. The non-GAAP measures included in the press release attached hereto as Exhibit 99.1 have been reconciled to the comparable GAAP measures as required under SEC rules regarding the use of non-GAAP financial measures. In fiscal 2005, the charge was for the write off of unamortized deferred financing fees resulting from the replacement of the Company's $400 million credit facility with a new $850 million credit facility, and the pre-payment and cancellation of the Company's $245 million term loan. In fiscal 2004, the charge was for the write-off of the unamortized portion of the deferred financing fees from the issuance of the Company's convertible subordinated notes and for payment of the redemption premium. 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 8.01 Other Events On August 18, 2005, the Company announced it had authorized the initiation of a quarterly cash dividend of $0.15 per share for stockholders of record at the close of business on September 9, 2005, payable on September 30, 2005. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated August 18, 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: August 18, 2005 Barnes & Noble, Inc. EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of Barnes & Noble, Inc., dated August 18, 2005 EX-99.1 2 a4955168ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Barnes & Noble Reports Second Quarter Results; Achieves Sales and Earnings Guidance; Initiates Quarterly Cash Dividend of $0.15 Per Share NEW YORK--(BUSINESS WIRE)--Aug. 18, 2005--Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, today reported sales and earnings for the second quarter ended July 30, 2005. In addition, the company announced that its Board of Directors has authorized the initiation of a quarterly cash dividend of $0.15 per share for shareholders of record at the close of business on September 9, 2005, payable on September 30, 2005. Sales for the second quarter were $1,170.8 million, an increase of 6% from $1,100.3 million a year ago. Sales at Barnes & Noble stores were $1,028.9 million, increasing 7% over the prior year. Comparable store sales at Barnes & Noble were 4.3% for the quarter, in line with company guidance for a mid-single digit increase. Sales at Barnes & Noble.com increased 14% over the prior year to $96.3 million. Sales at B. Dalton stores were $31.6 million, a decrease of (21%) over the prior year, due primarily to store closings offset by a 0.2% comparable store sales increase. Net earnings for the quarter were $13.5 million, or $0.18 per share, including a previously announced non-cash after-tax charge of $1.1 million, or $0.02 per share, to write off unamortized deferred financing fees resulting from the replacement of the company's $400 million credit facility with a new $850 million credit facility, and the pre-payment and cancellation of the company's $245 million term loan. Excluding this charge, earnings were $0.20 per share in line with guidance of $0.19 to $0.21. Second quarter net earnings per share increased $0.06 to $0.18 versus $0.12 last year, but were impacted by the following: the write off noted above, the 2004 charge associated with calling the convertible notes, and the 2004 spin-off of GameStop. Earnings per share from continuing operations, excluding charges, increased 18% to $0.20 from $0.17 last year, as presented in Table A. Included in second quarter selling and administrative expenses are pretax charges of approximately $6.9 million for legal costs and increased accruals for anticipated settlements of a previously reported class action suit on employee wages and other litigation. The company believes the resulting accruals will be sufficient to satisfy outcomes of pending litigation. "We are pleased with our second quarter results," said Steve Riggio, chief executive officer of Barnes & Noble, Inc. "The excitement generated by 'Harry Potter and the Half-Blood Prince' boosted our traffic both in stores and online. Our business is on track as we prepare for the all important second half of the year." SHARE REPURCHASE ACTIVITY The company acquired approximately $90 million and $164 million of shares under its share repurchase programs in the second quarter and year-to-date, respectively. "Our strong commitment to continuing to create shareholder value is evidenced by the declaration of our first ever cash dividend. This dividend, supported by the company's excellent free cash flow and strong balance sheet, reflects our confidence in the future growth of Barnes & Noble," said Leonard Riggio, chairman of Barnes & Noble, Inc. GUIDANCE For the third quarter, the company expects comparable store sales at Barnes & Noble stores to be in the low-single digits. For the full year, the company continues to expect comparable store sales to increase approximately 3%. In the third quarter, the company expects a net loss per share of ($0.01) to ($0.04) based on a basic share count of approximately 68.5 million, as compared to earnings per share from continuing operations of $0.00 in the prior year. Guidance for the third quarter includes incremental costs of approximately ($0.03) per share associated with the previously announced new distribution center that became operational in August. For the full year, the company continues to expect earnings per share to be in a range of $1.94 to $1.98, based on a diluted share count of approximately 73.6 million. As of July 30, 2005, the company operated 673 Barnes & Noble stores and 146 B. Dalton stores. During the second quarter, five Barnes & Noble stores were opened and three were closed. Four B. Dalton stores were closed during the quarter. A conference call with Barnes & Noble, Inc.'s senior management will be webcast beginning at 11:00 A.M. ET on Thursday, August 18, 2005, and is accessible at www.barnesandnobleinc.com/webcasts. The call will also be archived at www.earnings.com for one year. Barnes & Noble, Inc. will report third quarter earnings on or about November 17, 2005. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE:BKS - News), the world's largest bookseller and a Fortune 500 company, operates 819 bookstores in 50 states. For the fourth 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 online bookseller for quality among e-commerce companies, according to the latest EquiTrend survey. 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 26 weeks ended ----------------------- --------------------- July 30, July 31, July 30, July 31, 2005 2004 2005 2004 Restated Restated (a) (b) (a) (b) ------------ ---------- ---------- ---------- Sales $1,170,800 1,100,349 2,267,970 2,158,546 Cost of sales and occupancy 826,401 775,719 1,596,220 1,526,133 ------------ ---------- ---------- ---------- Gross profit 344,399 324,630 671,750 632,413 ------------ ---------- ---------- ---------- Selling and administrative expenses 276,471 252,620 542,530 497,054 Depreciation and amortization 43,198 45,812 86,509 90,737 Pre-opening expenses 2,662 2,247 5,109 4,895 ------------ ---------- ---------- ---------- Operating profit 22,068 23,951 37,602 39,727 Interest expense, net (665) (3,706) (994) (8,203) Debt redemption charge - (14,582) - (14,582) ------------ ---------- ---------- ---------- Income before taxes and minority interest 21,403 5,663 36,608 16,942 Income taxes 8,722 2,308 14,918 6,895 ------------ ---------- ---------- ---------- Income before minority interest 12,681 3,355 21,690 10,047 Minority interest 786 496 1,683 1,034 ------------ ---------- ---------- ---------- Income from continuing operations 13,467 3,851 23,373 11,081 Income from discontinued operations (net of income tax) - 4,883 - 9,098 ------------ ---------- ---------- ---------- Net income $13,467 8,734 23,373 20,179 ============ ========== ========== ========== Basic income per common share: Income from continuing operations $0.20 0.06 0.34 0.17 Income from discontinued operations - 0.07 - 0.13 ------------ ---------- ---------- ---------- Net income $0.20 0.13 0.34 0.30 ============ ========== ========== ========== Diluted income per common share: Income from continuing operations $0.18 0.05 0.32 0.16 Income from discontinued operations - 0.07 - 0.12 ------------ ---------- ---------- ---------- Net income $0.18 0.12 0.32 0.28 ============ ========== ========== ========== Weighted average common shares outstanding Basic 68,323 68,591 69,023 68,369 Diluted 73,087 71,052 73,743 70,884 Percentage of sales: Sales 100.0% 100.0% 100.0% 100.0% Cost of sales and occupancy 70.6% 70.5% 70.4% 70.7% ------------ ---------- ---------- ---------- Gross profit 29.4% 29.5% 29.6% 29.3% ------------ ---------- ---------- ---------- Selling and administrative expenses 23.6% 23.0% 23.9% 23.0% Depreciation and amortization 3.7% 4.2% 3.8% 4.2% Pre-opening expenses 0.2% 0.2% 0.2% 0.2% ------------ ---------- ---------- ---------- Operating profit 1.9% 2.2% 1.7% 1.8% Interest expense, net -0.1% -0.3% 0.0% -0.4% Debt redemption charge 0.0% -1.3% 0.0% -0.7% ------------ ---------- ---------- ---------- Income before taxes and minority interest 1.8% 0.5% 1.6% 0.8% Income taxes 0.7% 0.2% 0.7% 0.3% ------------ ---------- ---------- ---------- Income before minority interest 1.1% 0.3% 1.0% 0.5% Minority interest 0.1% 0.0% 0.1% 0.0% ------------ ---------- ---------- ---------- Income from continuing operations 1.2% 0.3% 1.0% 0.5% ============ ========== ========== ========== (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) July 30, July 31, January 29, 2005 2004 2005 Restated (a)(b) ----------- ---------- ---------- ASSETS Current assets: Cash and cash equivalents $21,315 22,860 535,652 Receivables, net 112,114 84,530 91,501 Merchandise inventories 1,336,174 1,311,745 1,274,578 Prepaid expenses and other current assets 102,443 112,059 85,140 Current assets of discontinued operations - 372,616 - ----------- ---------- ---------- Total current assets 1,572,046 1,903,810 1,986,871 Property and equipment: Land and land improvements 3,247 3,247 3,247 Buildings and leasehold improvements 976,579 883,650 940,616 Fixtures and equipment 1,121,202 1,041,931 1,081,966 ----------- ---------- ---------- 2,101,028 1,928,828 2,025,829 Less accumulated depreciation and amortization 1,293,732 1,146,274 1,221,169 ----------- ---------- ---------- Net property and equipment 807,296 782,554 804,660 ----------- ---------- ---------- Goodwill 265,901 262,067 268,379 Intangible assets, net 95,351 100,663 97,538 Deferred taxes 124,152 138,917 123,231 Other noncurrent assets 36,861 14,839 37,710 Noncurrent assets of discontinued operations - 478,320 - ----------- ---------- ---------- Total assets $2,901,607 3,681,170 3,318,389 =========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $760,806 647,909 745,073 Accrued liabilities 475,987 413,571 580,509 Current liabilities of discontinued operations - 216,435 - ----------- ---------- ---------- Total current liabilities 1,236,793 1,277,915 1,325,582 Long-term debt 9,000 257,400 245,000 Deferred income taxes 193,743 170,458 193,743 Other long-term liabilities 379,134 382,529 379,180 Noncurrent liabilities of discontinued operations - 291,899 - Minority interest 6,442 3,594 8,942 Shareholders' equity: Common stock; $.001 par value; 300,000 shares authorized; 81,337, 78,302 and 79,276 shares issued, respectively 81 78 79 Additional paid-in capital 1,037,321 958,627 985,609 Accumulated other comprehensive loss (10,347) (8,872) (9,857) Retained earnings 409,507 543,565 386,134 Treasury stock, at cost, 13,503, 9,008 and 9,008 shares, respectively (360,067) (196,023) (196,023) ----------- ---------- ---------- Total shareholders' equity 1,076,495 1,297,375 1,165,942 ----------- ---------- ---------- Commitments and contingencies - - - ----------- ---------- ---------- Total liabilities and shareholders' equity $2,901,607 3,681,170 3,318,389 =========== ========== ========== (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. Table A BARNES & NOBLE, INC. AND SUBSIDIARIES Second Quarter EPS Reconciliation Second Quarter ------------------ 2005 2004 --------- -------- GAAP EPS $0.18 0.12 Add: 2005 write off of fees 0.02 - Add: 2004 convertible debt redemption charge - 0.12 Less: Share of GameStop's net earnings prior to the spin-off - (0.07) --------- -------- EPS from continuing operations, excluding other charges $0.20 0.17 ========= ======== CONTACT: Barnes & Noble, Inc. Media: Mary Ellen Keating Senior Vice President Corporate Communications 212-633-3323 or Investor: Joseph J. Lombardi Chief Financial Officer 212-633-3215 -----END PRIVACY-ENHANCED MESSAGE-----