Exhibit 99.2
Investor PresentationJuly 2015
Forward Looking Statements Disclaimer This presentation contains certain forward-looking statements and information relating to 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,” “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, those described in the prospectus contained in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) under the captions “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Should one or more of such risks or uncertainties materialize, or should the 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 except to the extent required by law.We have filed a registration statement on Form S-1 (including a prospectus) with the SEC for the spin-off to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and the spin-off. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. You may request a copy of the prospectus relating to the spin-off at no cost by writing to us at the following address: Investor Relations, Barnes & Noble Education, Inc., 120 Mountain View Blvd., Basking Ridge, NJ 07920.
Agenda Introduction & Strategic Overview Mike Huseby Executive ChairmanCompany Overview Max J. Roberts Chief Executive OfficerFinancial Overview Barry Brover Chief Financial Officer
Introduction & Strategic Overview
Transaction Summary Barnes & Noble Inc.(BKS) Barnes & Noble Booksellers Inc.(Retail Business) NOOK Digital LLC(Digital Business) Barnes & Noble Education Inc.(BNED) Barnes & Noble College Booksellers LLC.(College Business) B&NStockholders Pro Forma Structure DescriptionTax-free spin-off of Barnes & Noble Education Inc. (“BNED”) from Barnes & Noble Inc.Pro-rata distribution of all capital stock of BNED to existing Barnes & Noble shareholdersRationaleEnhanced management and board focusBusiness appropriate capital structures and return of capital policiesPure-play investment opportunityAttractive standalone currency for BNED with increased access to capital marketsOtherExchange: NYSETicker: BNEDDistribution Ratio: 0.632 1 Overview
Management Team Barry Brover CFO KPMG Max J. Roberts CEO Petrie Retail, Macy’s, Deloitte Michael P. Huseby Executive Chairman Barnes & Noble, Cablevision, Charter, AT&T William Maloney EVP, Sales Barnes & Noble Education Lisa Malat VP, Operations & CMO Macy’s Scott Ryder CTO, Yuzu Apple, Sun Microsystems Kanuj Malhotra Chief Strategy & Development Officer Barnes & Noble, Kaplan, Cendant, Lehman Phil O’ReillyVP, Tax Barnes & Noble, MF Global, McDermott Will & Emery Thomas D. Donohue VP, IR & Treasurer Barnes & Noble, Interpublic Patrick Maloney COO Barnes & Noble Education Tenured Management Team with Deep Digital and Acquisition Experience 2
Investment Highlights Strong Platform for Growth Significant Market Opportunity Significant opportunity in core business and adjacent areasWell positioned to expand market share and store footprint Leverageable Investments in Innovation Proven Business Model Leader in Digital Education Aggregator, distributor and enabler of digital education content Complete Solution Provider Large National Footprint National distribution networkScaled operationsDirect access to 5 million students Flexible and resilient operationsLower sensitivity to economic cyclesProfitable new contract growth Significant opportunities in college bookstore market and digital education52% of stores operated by schools Robust technology platform positions company for future growthDeeply embedded within campus ecosystem Strategic partner to schools, faculty and studentsSolutions focused on driving both university and student outcomes 3
OrganicDistributionPhysicalVirtual / eCommerceUnaffiliated / Out-of-Footprint MarketsLeverage Digital InvestmentInorganicDistributionPhysicalDigitalContentPhysical Digital Growth Strategy Drive Student OutcomesCourse DevelopmentInstructional DesignAssessmentAdaptive LearningTutoringCareer Services & CredentialingDrive University OutcomesMarketing and RecruitmentEnrollment and DevelopmentRetentionDigital Enablers K-12VocationalInternational Core Adjacent Products / Markets (Higher Ed) New Markets (Opportunistic) 4 Multiple Avenues for Organic and Inorganic Growth
Company Overview
Significant Market Opportunity $13B PRINT & DIGITAL HIGHER ED BOOK MARKET 52%SCHOOL-OPERATEDBOOKSTORES 21MSTUDENTS IN POST-SECONDARY DEGREE-GRANTING INSTITUTIONS $170BMILLENIALS’ ANNUALPURCHASING POWER $10BCOLLEGEBOOKSTORE MARKET Leading Operator and Innovator in Highly Fragmented Industry 5
The Most Comprehensive Suite of Campus Solutions Complete Solution Provider School System Integration Comprehensive Rental & StudentAffordability Programs EnhancedRevenue Opportunity Comprehensive Course Materials Catalog Social &AcademicHub Access to 5M Student Audience Barnes & Noble College Marketing EducationServices Faculty Support Services Student / Alumni Engagement Customized Retail Experience & Academic Superstores General Merchandise Student Support Services Operational Expertise Physical / Digital ContentDistribution EducationTechnology 6
Proven Business Model 7 Stable and Profitable Business Operations Over last 3 fiscal years. 15 Yrs AVERAGE SCHOOLRELATIONSHIPTENURE XX%CAMPUS PARTNERRETENTION 93%CAMPUS PARTNERRETENTION(1) $90MREVENUE FROMNEW STORESOPENED IN FY2015 HIGHREVENUEVISIBILITY LOW CUSTOMER ACQUISITIONCOSTS CONTRACTSTYPICALLYPROFITABLEWITHIN1ST YEAR
Large National Footprint 8 Direct Access to 5M Students through 724 Stores in 42 States
DYNAMIC RETAIL EXPERIENCE ACTIONABLE RESEARCH INSIGHTS CAMPUS SYSTEM INTEGRATION Leverageable Investments in Innovation STUDENT ENGAGEMENT & MARKETING COLLABORATIVE RELATIONSHIPS DIGITAL CONTENT LEADERSHIP 9 Best in Class Technology Platform Drives Everything We Do Campus Connect Platform Research / Analytics Platform eCommerce Platform Digital Educational Platform Course Material Adoption Platform Digital Marketing Platform
Leader in Digital Education Content Aggregation Leading Digital Platform Campus Relationships Well Positioned to Lead Industry Transition + + Digital Content Aggregator Digital Content Publishers Digital Content End Users = Well Positioned to Lead Transition to Digital 10
Strong Platform For Growth 4 Lead in Digital Education Expand Market Share with New Bookstores Increase Salesat Existing Bookstores 3 2 1 Strategic Partnerships & Acquisition A Clear Path Forward 11
Financial Overview
Financial Summary ________________________Adjusted to exclude LIFO adjustment of $(2.2) mm, $7.7 mm and $0.0 mm in FY2013, FY2014 and FY2015, respectively.Includes new hires, compensation, technology and marketing spend.Reflects primarily store payroll and operating expenses.2015 reflects pro forma adjustments related to the distribution. Total Sales ($ in millions) Gross Profit & Margin(1) ($ in millions) Change in S&A Expense ($ in millions) Pro Forma EBITDA & Margin(1)(4) ($ in millions) 12 (3) (2)
Financial Summary (cont.) Store Openings vs. Closings Gross Profit Margin(1) Comparable Store Sales Growth Rental Income ($ in millions) 13 ________________________Adjusted to exclude LIFO adjustment of $(2.2) mm, $7.7 mm and $0.0 mm in FY2013, FY2014 and FY2015, respectively.
Pro Forma Capitalization ________________________Reflects settlement of related party receivables.Based on average excess availability. (1) (2) Pro Forma Balance Sheet ($ in millions) Credit Facility ($ in millions) 14 FY2015
Attractive Investment Opportunity Leading operator and innovator in highly fragmented industryNational footprint with significant ability to scale new products and servicesInnovative technology platform deeply embedded within campus ecosystemFlexible and resilient business model providing foundation for profitable growthTenured management team with operational, digital and M&A expertiseStrong growth platform with significant near-to-medium term opportunities 15 Unique Investment Opportunity in Higher Education and Ed Tech
Thank You