Barnes & Noble Education, Inc.
Barnes & Noble Education, Inc. (Form: 8-K, Received: 10/30/2017 16:51:27)



 
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 30, 2017


BARNES & NOBLE EDUCATION, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-37499
 
46-0599018
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
120 Mountain View Blvd., Basking Ridge, NJ
 
07920
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (908) 991-2665
 
Not Applicable
(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:
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 






Item 7.01.
Regulation FD Disclosure.

Barnes & Noble Education, Inc. (the “Company”) is providing supplemental historical pro forma quarterly and fiscal year 2017 information for its subsidiary, MBS Textbook Exchange, LLC, acquired by the Company on February 27, 2017 (the “Acquisition”). The supplemental information is contained in the investor presentation attached hereto as Exhibit 99.1 and may be found on the Company’s investor relations website at www.investor.bned.com (the "Investor Presentation").
 
On May 8, 2017, the Company filed a Form 8-K/A with the SEC to provide unaudited pro forma condensed combined financial information to illustrate the effect of the Acquisition (the “Pro-Forma 8-K/A”). The unaudited pro forma condensed combined statement of operations were provided for the 39 weeks ended January 28, 2017 and were based on the historical consolidated results of operations of the Company and MBS, giving effect to the Acquisition as if it occurred on May 1, 2016.

The information provided in the Investor Presentation provides supplemental historical unaudited pro forma quarterly and fiscal year 2017 information for MBS and the Company’s consolidated results of operations. The information provided in the Investor Presentation should be read in conjunction with the unaudited pro forma condensed combined financial statements and accompanying notes to the unaudited pro forma condensed combined financial statements contained in the Pro-Forma 8-K/A.

The Investor Presentation also includes the Company’s Adjusted EBITDA guidance for the Company’s fiscal year 2018.

The Investor Presentation shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01.      Financial Statements and Exhibits.                     
(d)    Exhibits

The following exhibits are filed as a part of this Current Report: 










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 thereunto duly authorized.
Date: October 30, 2017
BARNES & NOBLE EDUCATION, INC.,

By:     /s/ Barry Brover         
Name:     Barry Brover
Title:     Chief Financial Officer








EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
 
 
 
 





Barnes & Noble Education, Inc. Financial Supplement OC TOBER 30 , 2017 Exhibit 99.1


 
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 information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, among others: general competitive conditions, including continued fragmentation of our market and actions our competitors may take to grow their businesses; a decline in college enrollment or decreased funding available for students; decisions by colleges and universities to outsource their physical and/or online bookstore operations or change the operation of their bookstores; the general economic environment and consumer spending patterns; decreased consumer demand for our products, low growth or declining sales; our ability to continue to successfully integrate the operations of MBS Textbook Exchange, LLC into our Company; the strategic objectives, anticipated synergies, and/or other expected potential benefits of various acquisitions may not be fully realized or may take longer than expected; the integration of MBS Textbook Exchange, LLC’s operations into our own may also increase the risk of our internal controls being found ineffective; risks associated with operation or performance of MBS Textbook Exchange, LLC’s point-of-sales systems that are sold to college bookstore customers; implementation of our digital strategy may not result in the expected growth in our digital sales and/or profitability; risk that digital sales growth does not exceed the rate of investment spend; the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services including new digital channels, and enhancements higher education digital products, and the inability to achieve the expected cost savings; our ability to successfully implement our strategic initiatives including our ability to identify, compete for and execute upon additional acquisitions and strategic investments; technological changes; risks associated with counterfeit and piracy of digital and print materials; our international operations could result in additional risks; our ability to attract and retain employees; changes to purchase or rental general terms, payment terms, return policies, the discount or margin on products or other terms with our suppliers; risks associated with data privacy, information security and intellectual property; trends and challenges to our business and in the locations in which we have stores; non-renewal of managed bookstore, physical and/or online store contracts and higher-than-anticipated store closings; disruptions to our information technology systems, infrastructure and data due to computer malware, viruses, hacking and phishing attacks, resulting in harm to our business and results of operations; disruption of or interference with third party web service providers and our own proprietary technology; work stoppages or increases in labor costs; the risk of price reduction or change in format of course materials by publishers, which could negatively impact revenues and margin; possible increases in shipping rates or interruptions in shipping service, obsolete or excessive inventory; product shortages, including risks associated with merchandise sourced indirectly from outside the United States; changes in law or regulation; enactment of laws which may restrict or prohibit our use of emails or similar marketing activities; the amount of our indebtedness and ability to comply with covenants applicable to any future debt financing; our ability to satisfy future capital and liquidity requirements; our abil ity to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; adverse results from litigation, governmental investigations or tax-related proceedings or audits; changes in accounting standards; and the other risks and uncertainties detailed in the section titled “Risk Factors” in Part I - Item 1A in our Annual Report on Form 10-K for the year ended April 29, 2017. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this presentation. 2


 
Unaudited Pro Forma Financial Statement Information Barnes & Noble Education, Inc. (“BNED”) is a leading provider of educational products and services solutions for higher education and K-12 institutions. Through our Barnes & Noble College (“BNC”) and MBS Textbook Exchange (“MBS”) subsidiaries, we operate 1,481 physical and virtual bookstores and serve more than 6 million students enrolled in higher education institutions and K-12 schools. Effective with the acquisition of MBS by BNED on February 27, 2017 (the “Acquisition”), we determined that we operate two reportable segments: BNC and MBS. The unaudited pro forma condensed combined financial information included in the Form 8-K/A filed with the SEC on May 8, 2017 had been prepared to illustrate the effect of the Acquisition (the “Pro-Forma 8-K/A”). The following financial information is supplemental historical pro forma quarterly and FY2017 information for MBS and BNED’s consolidated results of operations and has been furnished to the SEC on Form 8-K. The information provided in this investor presentation should be read in conjunction with the unaudited pro forma condensed combined financial statements and accompanying notes to the unaudited pro forma condensed combined financial statements contained in the Pro-Forma 8-K/A. 3


 
FY2017 MBS Pro Forma Historical Sales by Quarter (Unaudited) Before Intercompany Eliminations MBS PRO FORMA HISTORICAL SALES(a) ($ in thousands) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total FY2017 Total Sales Wholesale $ 121,257 $ 47,487 $ 90,625 $ 25,119 $ 284,488 Direct 51,641 82,207 45,163 32,034 211,045 Total MBS Sales(a) $ 172,898 $ 129,694 $ 135,788 $ 57,153 $ 495,533 Percentage of Sales 35% 26% 28% 11% 100% 4 MBS pro forma sales exclude intercompany eliminations which primarily represent Wholesale sales to BNC of, historically, $75 million to $100 million annually. (a) Q4 2017 results for MBS were not required to be included in Exhibit 99.5 to the BNED Form 8-K/A filed with the SEC on May 8, 2017 to report financial information related to the MBS acquisition.


 
FY2017 MBS Pro Forma Quarterly Summary (a) (Unaudited) Before Intercompany Eliminations ($ in thousands) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total FY2017 Total Sales(b) $ 172,898 $ 129,694 $ 135,788 $ 57,153 $ 495,533 Total Cost of Sales(c) 141,023 98,899 101,638 46,824 388,384 Total Gross Margin 31,875 30,795 34,150 10,329 107,149 Selling and Administrative Expenses(d) 11,357 17,156 12,179 11,875 52,567 Depreciation and Amortization Expense 1,457 1,434 1,435 1,731 6,057 Operating Margin(d) $ 19,061 $ 12,205 $ 20,536 $ (3,277) $ 48,525 Adjusted EBITDA (Non-GAAP) (d) $ 22,218 $ 15,339 $ 21,971 $ (1,546) $ 57,982 5 (a) Q4 2017 results for MBS were not required to be included in Exhibit 99.5 to the BNED Form 8-K/A filed with the SEC on May 8, 2017 to report financial information related to the MBS acquisition. (b) Total pro forma sales are presented before intercompany eliminations. (c) Q1 2017 and Q2 2017 each include $1.7 million of incremental cost of sales related to the non-recurring inventory fair value amortization, related to purchase accounting for the MBS acquisition. Total FY2017 includes the total $3.4 million of incremental cost of sales related to the inventory fair value amortization. These amounts were excluded from Adjusted EBITDA and are fully amortized in Q1 and Q2 of FY2018. (d) Excludes incremental public company costs for MBS which are expected to be approximately $2 million per year, and corporate allocations from BNED which are expected to be approximately $7 million in FY2018, which combined are expected to reduce Adjusted EBITDA by approximately $9 million in FY2018. MBS Pro Forma Adjusted EBITDA was approximately $49 million for FY2017.


 
FY2017 BNED Consolidated Pro Forma Sales and Adjusted EBITDA (Non-GAAP) (a) (Unaudited) ($ in thousands) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total FY2017 Adjusted EBITDA(b): BNC(c) $ (36,524) $ 70,391 $ 18,814 $ 29,793 $ 82,474 MBS 22,218 15,339 21,971 (1,546) 57,982 Intercompany Eliminations (14,977) 15,873 (9,325) 8,688 259 Total $ (29,283) $ 101,603 $ 31,460 $ 36,935 $ 140,715 6 BNED CONSOLIDATED PRO FORMA ADJUSTED EBITDA (NON-GAAP) ($ in thousands) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total FY2017 Total Sales: BNC $ 239,237 $ 770,671 $ 521,624 $ 314,029 $ 1,845,561 MBS 172,898 129,694 135,788 57,153 495,533 Intercompany Eliminations (39,786) (18,957) (27,966) (7,560) (93,269) Total $ 373,349 $ 881,408 $ 629,446 $ 363,622 $ 2,247,825 BNED CONSOLIDATED PRO FORMA SALES (a) Q4 2017 results for MBS were not required to be included in Exhibit 99.5 to the BNED Form 8-K/A filed with the SEC on May 8, 2017 to report financial information related to the MBS acquisition. (b) Excludes incremental public company costs for MBS which are expected to be approximately $2 million per year, and corporate allocations from BNED which are expected to be approximately $7 million in FY2018. (c) As reported for BNC in the BNED Form 10-K filed with the SEC on July 12, 2017. Intercompany eliminations for the full year are not significant to annual Adjusted EBITDA.


 
Outlook Summary • For FY2018, we continue to expect sales at BNC to be relatively flat, while BNC comparable store sales are projected to decline in the low- to mid- single digit percentage point range year-over-year, as noted in our FY2017 earnings release on July 12, 2017. In addition, we continue to expect consolidated sales to be in the range of $2.25 billion to $2.35 billion before intercompany eliminations, and capital expenditures to be approximately $50 million. • We currently expect consolidated BNED Adjusted EBITDA for FY2018 to be in the range of $105 million-$120 million. • We expect to provide further detail and information, including a general discussion of management’s plans to address our business trends, during our second quarter FY2018 earnings call, currently scheduled for December 5, 2017. 7


 
APPENDIX 8


 
Use of Non-GAAP Financial Information To supplement BNED’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), BNED uses the Non-GAAP financial measure of Adjusted EBITDA (defined by BNED as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income). This Non-GAAP financial measure is not intended as a substitute for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, BNED's use of this Non-GAAP financial measure may be different from similarly named measures used by other companies, limiting its usefulness for comparison purposes. This Non-GAAP financial measure should not be considered as an alternative to net income as an indicator of BNED’s performance or any other measures of performance derived in accordance with GAAP. BNED's management reviews this Non-GAAP financial measure as an internal measure to evaluate BNED’s performance and manage BNED’s operations. BNED’s management believes that this Non- GAAP financial measure is a useful performance measure which is used by BNED to facilitate a comparison of on-going operating performance on a consistent basis from period-to-period. BNED’s management believes that this Non-GAAP financial measure provides for a more complete understanding of factors and trends affecting BNED’s business than measures under GAAP can provide alone, as it excludes certain items that do not reflect the ordinary earnings of its operations. BNED’s Board of Directors and management also use Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. BNED’s management believes that the inclusion of Adjusted EBITDA provides investors useful and important information regarding BNED’s operating results. 9


 
10 ($ in thousands) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total FY2017 Operating Margin $ 19,061 $ 12,205 $ 20,536 $ (3,277) $ 48,525 Add: Depreciation and Amortization Expense 1,457 1,434 1,435 1,731 6,057 Inventory Valuation Adjustment (non-cash) 1,700 1,700 - - 3,400 Adjusted EBITDA (Non-GAAP) (a) $ 22,218 $ 15,339 $ 21,971 $ (1,546) $ 57,982 FY2017 MBS PRO FORMA QUARTERLY SUMMARY Reconciliations – Non-GAAP Results (Unaudited) (a) Excludes incremental public company costs for MBS which are expected to be approximately $2 million per year, and corporate allocations from BNED which are expected to be approximately $7 million in FY2018, which combined are expected to reduce Adjusted EBITDA by approximately $9 million in FY2018.


 
11 ($ in thousands) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total FY2017 Net (loss) income $ (29,645) $ 27,560 $ 2,032 $ 3,493 $ 3,440 Add: Depreciation and Amortization expense 12,921 12,987 13,149 13,202 52,259 Interest expense, net 2,395 2,359 2,408 1,489 8,651 Income tax (benefit) expense (25,512) 26,841 758 4,642 6,729 Transaction costs 1,527 644 467 6,967 9,605 Restructuring costs 1,790 - - - 1,790 Adjusted EBITDA (Non-GAAP) $ (36,524) $ 70,391 $ 18,814 $ 29,793 $ 82,474 FY2017 BNC QUARTERLY SUMMARY (a) (a) Excludes MBS FY2017 activity from February 27, 2017 acquisition date. Reconciliations – Non-GAAP Results (Unaudited)