Barnes & Noble Education, Inc · NYSE:BNED
Barnes & Noble Education — Merger or Acquisition (February 2017)
14 slides from Barnes & Noble Education's merger presentation, Feb 28, 2017
Slide 1: Barnes & Noble Education, Inc. to Acquire MBS Textbook Exchange
Exhibit 99.2 BARNES NOBLE BARNES AND NOBLE EDUCATION, INC. TO ei we Abprbessieit EXC HANGE, Lis
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and inf
Slide 3: Complementary Transaction
Complementary Transaction Significantly Enhances Competitive Positioning in Dynamic Industry • Creates a Leading Physical and Virtual Bookstore Company in Higher Education – Together, will operate over 1,490 physical and virtual bookstores and serve more than 6 million students enrolled in higher ed
Slide 4: Transaction Overview
Transaction Overview • Total purchase price of $174.2 million in cash for MBS Textbook Exchange, LLC (“MBS”) Terms • Structured to “step up” the tax basis of MBS’s assets, expected to result in significant future cash tax savings • Accretive to EBITDA, net income and cash flow in Fiscal 2018 Financi
Slide 5: MBS Overview
MBS Overview One of the largest used textbook wholesalers and the largest contract virtual bookstore operator in the U.S. • MBS Direct: Most complete range of options in the industry: robust used textbook selection, unique Guaranteed Buyback program, dynamic pricing, rental and digital options, and
Slide 6: Unmatched Access and Expanded Footprint
Unmatched Access and Expanded Footprint • Flexible, customized solutions for campus, virtual or hybrid bookstore models – Gives BNED leading position in virtual bookstores for educational institutions – Expands addressable market to include schools that need virtual bookstore solutions -- a growing
Slide 7: BNED + MBS – Financials
BNED + MBS – Financials Fiscal Year Ended April 30, 2016 1 2 BNED MBS Textbook Exchange ($ millions) Revenue Adj. EBITDA Cap Ex Adj. EBITDA less Cap Ex Total: Total: Total: Total: $2,295.1 $135.8 $52.3 $83.5 487.1 55.3 1.5 53.8 1,808.0 50.8 80.5 29.7 1) For additional information, see non-GAAP recon
Slide 8: MBS Financials
FISCAL YEAR RESULTS MBS Financials Year Ended August 31 1 ($ millions) REVENUE Asset-Light Model with Strong $538.0 Cash Generation $500.6 $499.8 • Performance of sales and EBITDA were affected by: – Lower supply of used textbooks 2014 2015 2016 – Decline in virtual sales, primarily to For-profit sc
Slide 9: Delivers Key Benefits To Stakeholders
Delivers Key Benefits To Stakeholders • Cost savings and support to help students succeed • Access to widest selection of affordable materials Campus Partners: • Enhanced operational support for stores Students, Faculty and • Improved adoption experience Administration • Extensive inventory manageme
Slide 10: Complementary Transaction
Complementary Transaction Significantly Enhances Competitive Positioning in Dynamic Industry Creates a Leading Physical and Virtual Bookstore Company in Higher Education Enhances Ability to Customize Physical, Virtual and Hybrid Bookstore Models for Customers Drives Inventory Efficiencies and Broade
Slide 11: Appendix
BARNES NOBLE APPENDIX
Slide 12: Financing
Financing • Concurrent with the signing of the definitive acquisition Sources and Uses February 27, 2017 agreement, BNED amended its credit facility to add a $100 million seasonal provision, increasing the Sources maximum availability under the facility to $500 million, and borrowed approximately $5
Slide 13: Reconciliation - Non-GAAP Results
Reconciliation - Non-GAAP Results Barnes & Noble Education Adjusted EBITDA (non-GAAP) Twelve Months Ended Dollars in thousands April 30, 2016 Net income $ 84 Add: Depreciation and amortization expense 52,690 Interest expense, net 1,872 Income tax expense 2,667 (1) Impairment loss (non-cash) 11,987 (
Slide 14: Use of Non-GAAP Financial Information
Use of Non-GAAP Financial Information Use of Non-GAAP Financial Information - Adjusted EBITDA To supplement Barnes & Noble Education, Inc.’s (“the Company”) consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company uses the non-GAAP
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