Business Context and Reporting Period
This Form 8-K was filed by Barnes & Noble Education, Inc. on October 30, 2017. The filing serves as a Regulation FD disclosure providing supplemental historical pro forma quarterly and fiscal year 2017 information regarding the Company's subsidiary, MBS Textbook Exchange, LLC, which was acquired on February 27, 2017.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references an attached Investor Presentation (Exhibit 99.1) containing supplemental historical unaudited pro forma information for MBS and the Company's consolidated results. The filing also notes the inclusion of Adjusted EBITDA guidance for fiscal year 2018 within the presentation.
Material Changes
The primary material change addressed is the integration of MBS Textbook Exchange, LLC. The supplemental information illustrates the effect of the Acquisition as if it occurred on May 1, 2016, updating previous unaudited pro forma condensed combined financial statements filed in a Form 8-K/A on May 8, 2017.
Guidance, Outlook, and Risks
- Guidance: The Company provided Adjusted EBITDA guidance for fiscal year 2018 in the attached Investor Presentation.
- Legal Status: The Investor Presentation is not considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not subject to the liabilities of that section unless expressly incorporated by reference in future filings.
- Reference Material: Investors are directed to read the supplemental information in conjunction with the unaudited pro forma condensed combined financial statements contained in the Pro-Forma 8-K/A.
Investor Verification Checklist
- Verify the specific Adjusted EBITDA guidance figures for fiscal year 2018 in Exhibit 99.1.
- Review the supplemental historical pro forma quarterly and fiscal year 2017 data for MBS Textbook Exchange, LLC in the attached Investor Presentation.
- Compare the new supplemental data against the unaudited pro forma condensed combined financial statements filed in the May 8, 2017 Form 8-K/A.
- Confirm the acquisition date of MBS Textbook Exchange, LLC (February 27, 2017) and the pro forma assumption date (May 1, 2016).