-----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, LW4lbauOIM21f+Umdyy9Iq1lKm/YYbRNNIkYtqx6qz4KkA6T8IH/7fdDlblVrvkT 0jtSbLDNAEagPAmlniCImQ== 0001157523-06-005351.txt : 20060518 0001157523-06-005351.hdr.sgml : 20060518 20060518101851 ACCESSION NUMBER: 0001157523-06-005351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060518 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060518 DATE AS OF CHANGE: 20060518 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: 06850739 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 a5151887.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) May 18, 2006 -------------------------------- 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 18, 2006, Barnes & Noble, Inc. (the "Company") issued a press release announcing its results for the first quarter ended April 29, 2006. 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 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 a non-GAAP financial measure which excludes stock compensation expenses in certain EPS results. The Company's management reviews this non-GAAP financial measure 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 measure included in the press release attached hereto as Exhibit 99.1 has been reconciled to the comparable GAAP measure, within the written text and table included in the text, 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. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated May 18, 2006 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 18, 2006 Barnes & Noble, Inc. EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of Barnes & Noble, Inc., dated May 18, 2006 EX-99.1 2 a5151887ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Barnes & Noble Reports First Quarter Financial Results: Achieves Earnings Per Share Guidance; Declares Quarterly Dividend NEW YORK--(BUSINESS WIRE)--May 18, 2006--Barnes & Noble, Inc. (NYSE:BKS), the world's largest bookseller, today reported sales and earnings for the first quarter ended April 29, 2006. In addition, the company also announced that its Board of Directors declared a quarterly cash dividend of $0.15 per share for stockholders of record at the close of business on June 9, 2006, payable on June 30, 2006. Sales for the first quarter increased 2% to $1.1 billion. Barnes & Noble store sales increased 2% to $980.5 million, with comparable store sales decreasing 0.3% for the quarter. B. Dalton sales were $23.3 million for the quarter, a 26% decrease due to store closings and a 1.8% comparable store sales decline. Sales at Barnes & Noble.com of $91.1 million for the quarter were flat compared to the prior year period. Bestselling titles during the quarter included John Grogan's "Marley & Me," James Patterson's "Fifth Horseman," Stephen King's "Cell," Giada de Laurentiis' "Giada's Family Dinners" and "Jim Cramer's Real Money." First quarter net earnings were $10.0 million or $0.14 per share, in-line with company guidance of $0.10 to $0.14 per share. Effective this quarter, the company has adopted Statement of Financial Accounting Standards No. 123(R) (As Amended), "Share-Based Payment," and began expensing stock options at the beginning of fiscal year 2006. Excluding a $0.04 per share impact due to stock compensation expense, first quarter net earnings were $0.18 per share, representing a 31% increase compared to the prior year. In the first quarter of 2006, the company acquired 2.2 million shares for $93 million under its share repurchase program. GUIDANCE For the second quarter, the company expects comparable store sales at Barnes & Noble stores to decrease in the low-single digits due to the difficult comparisons against last year's 4.3% comparable store sales increase, which included extraordinary sales of Harry Potter and the Half-Blood Prince. For the full year, the company continues to expect comparable store sales to be in the low single digits. Barnes & Noble, Inc.'s second quarter earnings per share is expected to be in a range of $0.22 to $0.26, which includes stock compensation expense of $0.04 per share. For the full year, the company continues to expect earnings per share to be in a range of $2.20 to $2.30, which includes stock compensation expense of $0.15 per share. As of April 29, 2006, the company operated 684 Barnes & Noble stores and 113 B. Dalton stores. During the first quarter, eight Barnes & Noble stores were opened and five were closed. B. Dalton closed five stores 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, May 18, 2006, 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 17, 2006. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE:BKS), the world's largest bookseller and a Fortune 500 company, operates 797 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 ---------------------- April 29, April 30, 2006 2005 ----------- ---------- Sales $1,114,735 1,097,170 Cost of sales and occupancy 775,985 769,819 ---------- ---------- Gross profit 338,750 327,351 ---------- ---------- Selling and administrative expenses 281,142 266,059 Depreciation and amortization 40,555 43,311 Pre-opening expenses 3,280 2,447 ---------- ---------- Operating profit 13,773 15,534 Interest income (expense), net 1,510 (329) ---------- ---------- Income before taxes and minority interest 15,283 15,205 Income taxes 6,228 6,196 ---------- ---------- Income before minority interest 9,055 9,009 Minority interest 936 897 ---------- ---------- Net income $ 9,991 9,906 ========== ========== Income per common share: Basic $ 0.15 0.14 Diluted $ 0.14 0.13 Weighted average common shares outstanding Basic 65,745 69,722 Diluted 70,100 74,400 Percentage of sales: Sales 100.0% 100.0% Cost of sales and occupancy 69.6% 70.2% ---------- ---------- Gross profit 30.4% 29.8% ---------- ---------- Selling and administrative expenses 25.2% 24.2% Depreciation and amortization 3.6% 3.9% Pre-opening expenses 0.3% 0.2% ---------- ---------- Operating profit 1.2% 1.4% Interest expense, net 0.1% 0.0% ---------- ---------- Income before taxes and minority interest 1.4% 1.4% Income taxes 0.6% 0.6% ---------- ---------- Income before minority interest 0.8% 0.8% Minority interest 0.1% 0.1% ---------- ---------- Net income 0.9% 0.9% ========== ========== BARNES & NOBLE, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except per share data) - ---------------------------------------------------------------------- April 29, April 30, January 28, 2006 2005 2006 ---------- ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 57,616 322,095 372,586 Receivables, net 97,288 94,292 99,117 Merchandise inventories 1,366,480 1,307,421 1,313,997 Prepaid expenses and other current assets 77,087 125,733 74,476 ---------- ---------- ---------- Total current assets 1,598,471 1,849,541 1,860,176 ---------- ---------- ---------- Property and equipment: Land and land improvements 3,247 3,247 3,247 Buildings and leasehold improvements 983,603 958,827 984,535 Fixtures and equipment 1,199,796 1,083,330 1,174,973 ---------- ---------- ---------- 2,186,646 2,045,404 2,162,755 Less accumulated depreciation and amortization 1,392,324 1,250,446 1,356,379 ---------- ---------- ---------- Net property and equipment 794,322 794,958 806,376 ---------- ---------- ---------- Goodwill 262,681 267,311 263,731 Intangible assets, net 93,110 96,196 93,834 Deferred taxes 114,720 123,682 114,046 Other noncurrent assets 24,325 36,881 25,969 ---------- ---------- ---------- Total assets $2,887,629 3,168,569 3,164,132 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 768,591 729,779 828,852 Accrued liabilities 540,544 496,852 683,816 ---------- ---------- ---------- Total current liabilities 1,309,135 1,226,631 1,512,668 ---------- ---------- ---------- Long-term debt - 245,000 - Deferred income taxes 157,344 193,743 158,035 Other long-term liabilities 363,294 370,812 367,531 Minority interest 9,121 8,044 10,057 Shareholders' equity: Common stock; $.001 par value; 300,000 shares authorized; 84,180, 80,270 and 83,370 shares issued, respectively 84 80 83 Additional paid-in capital 1,116,859 1,007,922 1,091,018 Accumulated other comprehensive loss (8,965) (9,781) (9,085) Retained earnings 512,617 396,040 512,594 Treasury stock, at cost, 18,843, 11,162 and 16,690 shares, respectively (571,860) (269,922) (478,769) ---------- ---------- ---------- Total shareholders' equity 1,048,735 1,124,339 1,115,841 ---------- ---------- ---------- Commitments and contingencies - - - ---------- ---------- ---------- Total liabilities and shareholders' equity $2,887,629 3,168,569 3,164,132 ========== ========== ========== CONTACT: Barnes & Noble, Inc. Media: Mary Ellen Keating, 212-633-3323 Senior Vice President Corporate Communications or Investors: Joseph J. Lombardi, 212-633-3215 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----