EX-16.(C)(4) 4 d12915dex16c4.htm EX-16.(C)(4) EX-16.(c)(4)

Exhibit 16(c)(4)

 

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Books-A-Million, Inc.

Presentation to the Special Committee

CORPORATE FINANCE July 13, 2015 FINANCIAL ADVISORY SERVICES

FINANCIAL RESTRUCTURING STRATEGIC CONSULTING

HL.com Confidential


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Books-A-Million, Inc.

Table of Contents

Page

Transaction Background 2

Financial Analyses 10

Appendix 19

Other Information 20

Disclaimer 32

1


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Transaction Background


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Transaction Background

Transaction Background

On January 29, 2015, Books-A-Million, Inc. (“BAMM” or the “Company”) received a non-binding proposal from Clyde B. Anderson, Executive Chairman of the Company, on behalf of the Anderson Family, which beneficially owns approximately 57.5% of the outstanding shares of Company common stock, to acquire the remaining outstanding shares of Company common stock not owned by the Anderson Family at a cash purchase price of $2.75 per share (the “Anderson Proposal”) The Anderson Proposal represents a premium of approximately 64.0% over BAMM’s $1.68 per share closing price on January 29, 2015 prior to the announcement of the Anderson Proposal after market close and approximately 65.0% over BAMM’s average closing stock price during the 90 trading days prior to January 29, 2015 Since public announcement of the Anderson Proposal, the Company’s common stock has traded above the Anderson Proposal price and closed at

$2.59 per share as of July 10, 2015, reflecting an implied premium of approximately 54.2% relative to BAMM’s closing stock price on the announcement date Per the Anderson Proposal, the transaction would be financed through borrowings available under the Company’s existing credit line and is conditioned on the availability of sufficient borrowing capacity

The Anderson Family has stated that it is interested only in acquiring the outstanding shares of Company common stock that it does not already own, and that it is not interested in a sale of its shares of Company common stock or other strategic transaction involving a third party

The Anderson Family also has indicated that it does not intend to proceed with the proposed transaction unless the Company’s Special Committee of the Board of Directors (the “Special Committee”) recommends the transaction to the full Board of Directors and any definitive acquisition agreement includes a non-waivable majority of the minority vote condition Following announcement of the Anderson Proposal, and in accordance with the directives of the Special Committee, Houlihan Lokey held discussions with representatives of three parties that expressed interest in the Company

One of the three parties, Party A, which previously had engaged in negotiations with the Anderson Family in 2014 that culminated in a proposal to acquire the Company for $4.21 per share in cash (subsequently declined by the Anderson Family), reiterated its interest and submitted a written indication of interest dated April 21, 2015 to the Special Committee to acquire the Company for $4.21 per share in cash

Party A’s written indication of interest stated its desire to purchase all outstanding shares of Company common stock and was provided to the Anderson Family, which reiterated that it was not interested in selling its shares of Company common stock to a third party

A request was made to Party A to consider purchasing all of the publicly held shares of Company common stock at $4.21 per share through a tender offer but Party A declined to pursue this alternative Following receipt of Party A’s indication of interest, in early May 2015, the Special Committee countered the Anderson Family’s offer of $2.75 per share with a purchase price of $3.36 per share The Anderson Family countered with $3.10 per share, which, after further negotiations, was increased to $3.25 per share

3

Source: Anderson Proposal, BAMM January 29, 2015 press release, Capital IQ, Special Committee.


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Transaction Background

Summary of Selected Transaction Terms

Parties to the Transaction

Acquiror: Clyde B. Anderson, on behalf of himself and certain other members or related entities of the Anderson family (collectively, the “Anderson Family”) Target: Books-A-Million, Inc. (“BAMM” or the “Company”) Selling Shareholders: BAMM shareholders, excluding the Anderson Family Form of Transaction Merger Form of Consideration Cash Only

Per Share Transaction Consideration: $3.25

Financing: Through borrowings of the Company’s existing revolving credit facility, conditioned upon sufficient borrowing capacity Appraisal Rights: Acquiror may choose to not effect the merger if the total number of shares that are held by a holder who has demanded and perfected such holder’s right to appraisal of such shares exceeds 10% of the issued and outstanding shares of Company common stock

Note: This summary is intended only as an overview of selected terms and is not intended to cover all terms or details of the Transaction.

Source: Draft, dated July 10, 2015, of Agreement and Plan of Merger. 4


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Transaction Background

Summary of Transaction Value

(dollars and shares in millions, except per share values)

Per Share

Shares Transaction

Security Outstanding1 Consideration

Common Stock 15.4 $3.25

Implied Values

Implied Common Equity Value $50.2

Add: Capital Lease Obligations2 1.5

Add: AWBC Bonds2 3.7

Add: BAMM Revolver Balance2 25.9

Add: Preferred Growth Properties, LLC (“PGP”) Net Debt3 25.4

Less: Excess Cash and Cash Equivalents4 0.0

Implied Enterprise Value $106.7

Implied Transaction Multiples

Revenue5 Implied Multiple

LTM (5/30/2015) 0.23x

NFY (2016E) 0.22x

Adjusted EBITDA5

LTM (5/30/2015) 5.5x

NFY (2016E) 5.2x

1. Based on 15,441,142 outstanding and dilutive shares as of July 10, 2015, per draft, dated July 10, 2015, of Agreement and Plan of Merger and Company management, calculated per treasury stock method.

2. BAMM reported revolver balance as of July 3, 2015, per Company management. Capital Lease Obligations, AWBC Bonds and Excess Cash and Cash Equivalents as of May 30, 2015.

3. Per Company management. See “Real Estate Summary” for more details.

4. Assumes all cash and cash equivalents consist of operating cash.

5. Source: Company management, see “Selected BAMM Historical and Projected Financial Data” for more details. Includes PGP.

Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. LTM refers to latest 12 months.

NFY refers to next fiscal year.

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Transaction Background

Summary of Transaction Value (cont.)

BAMM Implied Premium of Per Share

Unaffected Unaffected Transaction Consideration over

Trading Period Closing BAMM Unaffected Average

As of 1/29/2015 Stock Price1 Closing Stock Price

1 Day $ 1.68 93.7%

5-Day Average $ 1.67 94.4%

10-Day Average $ 1.70 91.1%

1-Month Average $ 1.70 90.9%

3-Month Average $ 1.69 92.7%

6-Month Average $ 1.76 85.2%

1-Year Average $ 2.00 62.2%

52-Week High 3/21/2014 $ 2.47 31.6%

52-Week Low 11/7/2014 $ 1.40 132.1%

1. Source: Capital IQ.

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Transaction Background

Stock Trading History

Closing Stock Price (US $) Daily Volume (000s)

$4.00 0.6

$3.50

0.5

$3.00

0.4

$2.50

$2.00 0.3

1/29/2015

$1.50 Public Announcement

of Anderson Proposal 0.2

$1.00

0.1

$0.50

$- 0.0

Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15

Daily Volume BAMM Closing Stock Price

Source: Capital IQ.

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Transaction Background

LTM Trading Overview

Over the last 12 months, approximately 85% of the Company’s shares have traded under $2.75 / share

BAMM Closing Stock Price as of

7/10/2015 $ 2.59

For LTM ended 7/10/2015:

52-Week Closing High $ 3.18

52-Week Closing Low $ 1.40

Total Shares Traded (thousands) 5,129

Implied

Moving Premium

Average to Current

30-Day Average1 $ 2.82 8.9%

90-Day Average1 $ 2.81 8.7%

180-Day Average1 $ 2.35(9.2%)

Trading Volume (in thousands)

1,800.0

1,571.3

1,600.0

1,400.0

1,200.0

1,000.0

907.8

870.2

800.0

600.0 540.8

400.0

288.0

200.0 119.1

0.0

$1.25—$1.50 $1.50—$1.75 $1.75—$2.00 $2.00—$2.25 $2.25—$2.50 $2.50—$2.75

604.0

227.4

0.0

$2.75—$3.00 $3.00—$3.25 $3.25—$3.50

% of Total 2.3% 17.7% 17.0% 10.5% 5.6% 30.6% 11.8% 4.4% 0.0%

% of Float 2.2% 16.8% 16.1% 10.0% 5.3% 29.1% 11.2% 4.2% 0.0%

1. Represents trading days.

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Source: Capital IQ.


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Transaction Background

Relative Stock Performance

150.0%

Date Range (1/30/2014—1/29/2015):1

140.0% Index of Selected Companies Return:2 -3.8%

S&P 500 Index Return: 12.7%

130.0%

Books-A-Million, Inc.: -26.7%

120.0%

Prices 110.0%

Indexed 100.0%

90.0%

80.0%

70.0%

60.0%

50.0%

Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14

Books-A-Million, Inc. Index of Selected Companies S&P 500 Index

1. Range represents 365 days, prior to Anderson Proposal.

2. Shown for informational purposes. Index consists of Barnes & Noble, Inc., GameStop Corp., Trans World Entertainment Corporation, Indigo Books & Music Inc. and Outerwall Inc. Index constructed using free-float adjusted market-capitalization weighting. Stock prices in U.S. dollars. Floats based on current float as percentage of total shares outstanding.

Source: Capital IQ.

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Financial Analyses


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Financial Analyses

Financial Analyses Summary

$ 6.00

$ 5.00

$4.15 $4.21

$ 4.00

Share $3.35

Per $ 3.00

Price $2.64 $2.69

$ 2.00

$1.67

$ 1.00

$ 0.00

Selected Companies Analysis Selected Companies Analysis Discounted Cash Flow Analysis

3.0x—4.0x LTM (5/30/2015) 3.0x—4.0x NFY (2016E) Discount Rate Range:

Adjusted EBITDA Adjusted EBITDA 8.0%—9.0%

Perpetuity Growth Rate Range:

0.0%—3.0%

Per Share Transaction Consideration of $3.25

BAMM Closing Stock Price Per Share of $2.591

BAMM Unaffected Closing Stock Price Per Share of $1.682

Note: No particular weight was attributed to any analysis. Based on 15,441,142 outstanding and dilutive shares as of July 10, 2015, per draft, dated July 10, 2015, of Agreement and Plan of Merger and Company management, calculated per treasury stock method. For purposes of our analyses, we have not relied upon a comparison of the financial terms of the Transaction to the financial terms of other transactions given, in our view, the lack of sufficient information or comparability with respect to other transactions with the Transaction.

1. Closing stock price per share as of July 10, 2015.

2. Unaffected stock price per share on January 29, 2015, the last trading day prior to announcement of Anderson Proposal after market close.

Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items and removal of income related to PGP. LTM refers to latest 12 months.

NFY refers to next fiscal year.

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Financial Analyses

Financial Analyses Summary (cont.)

(shares outstanding and dollars in millions, except per share values)

Selected Companies Selected Companies Discounted Cash Flow

Analysis Analysis Analysis

LTM (5/30/2015) NFY (2016E) Perpetuity Growth Rate

Adjusted EBITDA1 Adjusted EBITDA1 Unlevered Cash Flows

Discount Rate Range:

Corresponding Base Amount $17.5 $17.7 8.0% — 9.0%

Perpetuity

Growth Rate Range:

Selected Multiples Range 3.0x — 4.0x 3.0x — 4.0x 0.0% — 3.0%

Implied Enterprise Value from BAMM Operations Reference Range $52.5 $69.9 $53.2 $70.9 $37.4 $57.6

Less: BAMM Revolver Balance2 $25.9 $25.9 $25.9 $25.9 $25.9 $25.9

Less: Capital Lease Obligations2 $1.5 $1.5 $1.5 $1.5 $1.5 $1.5

Less: AWBC Bonds2 $3.7 $3.7 $3.7 $3.7 $3.7 $3.7

Implied Equity Value from BAMM Operations Reference Range $21.3 $38.8 $22.1 $39.8 $6.3 $26.4

Add: Implied After-Tax Equity Value of Real Estate3 $18.5 $24.2 $18.5 $24.2 $18.5 $24.2

Implied Equity Value Reference Range $39.8 $63.1 $40.6 $64.0 $24.8 $50.7

Add: Excess Cash and Cash Equivalents2,4 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Add: Present Value of NOLs5 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0

Implied Total Equity Value Reference Range $40.8 $64.1 $41.6 $65.0 $25.8 $51.7

Shares Outstanding6 15.4 15.4 15.4 15.4 15.4 15.4

Implied Per Share Reference Range $2.64 $4.15 $2.69 $4.21 $1.67 $3.35

1. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items and removal of income related to PGP.

2. BAMM reported revolver balance as of July 3, 2015, per Company management. Capital Lease Obligations, AWBC Bonds and Excess Cash and Cash Equivalents as of May 30, 2015.

3. Represents Company’s 94.9% ownership of PGP, based on implied reference range of Company-provided appraisals.

4. Assumes all cash and cash equivalents consist of operating cash.

5. NOLs per Company management.

6. Based on 15,441,142 oustanding and dilutive shares as of July 10, 2015, per draft, dated July 10, 2015, of Agreement and Plan of Merger and Company management, calculated per treasury stock method.

LTM refers to latest 12 months. NFY refers to next fiscal year. NOLs refers to net operating losses.

Source: Company management (including financial projections prepared by Company management as approved by Special Committee). 12


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Financial Analyses

Selected BAMM Historical and Projected Financial Data

(dollars in millions)

Fiscal Year Ended, LTM Ended Fiscal Year Ending January 31, 5-Year

2/2/20131 2/1/2014 1/31/2015 5/30/2015 2016E 2017E 2018E 2019E 2020E CAGR2

Reported Revenue $498.439 $473.908 $474.084 $471.790 $483.420 $487.484 $494.284 $501.138 $507.820 1.4%

Revenue Growth % — -4.9% 0.0% — 2.0% 0.8% 1.4% 1.4% 1.3%

Less: Cost of Goods Sold 353.447 336.939 333.664 331.688 341.572 344.124 349.117 353.967 359.000

Gross Profit $144.992 $136.969 $140.420 $140.102 $141.848 $143.361 $145.168 $147.171 $148.820

Gross Margin % 29.1% 28.9% 29.6% 29.7% 29.3% 29.4% 29.4% 29.4% 29.3%

Less: Operating, Selling & Administrative Expenses 121.267 120.275 119.376 120.226 122.884 121.083 121.575 123.469 125.842

Less: Real Estate Income 0.421 1.065 1.667 2.087 2.736 4.808 6.261 6.238 6.214

Add: Total Adjustments3 0.102 0.897 0.585 (0.305) 1.499 (0.131) (0.186) (0.236) (0.235)

Adjusted EBITDA $23.406 $16.526 $19.962 $17.484 $17.727 $17.339 $17.146 $17.229 $16.530 -3.7%

Adjusted EBITDA Margin % 4.7% 3.5% 4.2% 3.7% 3.7% 3.6% 3.5% 3.4% 3.3%

Less: Depreciation & Amortization 16.501 17.492 15.365 14.509 14.001 14.580 13.360 10.720 10.444

Adjusted EBIT $6.905($0.965) $4.597 $2.975 $3.726 $2.759 $3.786 $6.510 $6.086 5.8%

Adjusted EBIT Margin % 1.4% -0.2% 1.0% 0.6% 0.8% 0.6% 0.8% 1.3% 1.2%

Add: Depreciation & Amortization 16.501 17.492 15.365 14.509 14.001 14.580 13.360 10.720 10.444

Less: Capital Expenditures 12.679 15.255 10.395 10.024 13.428 12.007 13.033 12.944 11.944

Adjusted Free Cash Flow $10.727 $1.271 $9.567 $7.460 $4.298 $5.332 $4.113 $4.285 $4.586 -13.7%

Additional Financial Information

Net Working Capital $55.515 $64.402 $59.024 $67.665 $60.098 $55.584 $53.844 $53.051 $53.254

Change in Net Working Capital —($8.887) $5.378 —($1.074) $4.514 $1.740 $0.793($0.203)

Revenue / Store NA $1.559 $1.580 $1.573 $1.590 $1.578 $1.574 $1.571 $1.567

Comparable Store Sales Growth -3.6% -6.8% 0.4% 0.9% 1.0% (0.2%) (0.1%) 0.0% 0.0%

Store Count:

Superstores NA 183 173 172 167 159 153 147 141

Mall Stores NA 61 60 62 65 73 79 85 91

Yogurt Mountain NA 43 44 44 44 44 44 44 44

2nd & Charles NA 17 23 22 28 33 38 43 48

Total Stores NA 304 300 300 304 309 314 319 324

Net Store Additions/Reductions — —(4) 0 4 5 5 5 5

1. Fiscal year ended February 2, 2013 is representative of a 53-week year.

2. CAGR refers to Compound Annual Growth Rate.

3. Total Adjustments:

Add: Impairment Charges $0.884 $0.729 $0.436 $0.397 $0.000 $0.000 $0.000 $0.000 $0.000

Add: Loss / (Gain) on Sale of Assets 0.000(0.108)(0.346)(0.561) 0.000 0.000 0.000 0.000 0.000

Add: Buyout Costs 0.000 0.000 0.000 0.000 1.500 0.000 0.000 0.000 0.000

Add: Equity Income / (Loss) from IF(0.782) 0.157 0.241 0.048 0.113 0.113 0.113 0.113 0.113

Less / (Add): 49.9% Yogurt Mountain EBITDA 0.000 (0.119) (0.254) 0.189 0.114 0.244 0.299 0.349 0.348

Total Adjustments $0.102 $0.897 $0.585 ($0.305) $1.499($0.131) ($0.186) ($0.236) ($0.235)

Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items and removal of income related to PGP. Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non-recurring items and removal of income related to PGP.

Adjusted Free Cash Flow refers to Adjusted EBITDA less capital expenditures. LTM refers to latest 12 months.

NA refers to not available.

Note: Historical and projected financials exclude PGP.

Sources: BAMM public filings, Company management (including financial projections prepared by Company management as approved by Special Committee).

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Financial Analyses

Selected Companies Analysis

(dollars in millions, except per share values)

Enterprise Value1

Equity Market Enterprise to Adjusted EBITDA2

Share Price3 Value3,4 Value3,4 LTM5 NFY6,7

Barnes & Noble, Inc. $26.81 $1,720.2 $1,842.2 5.7x 5.7x 5

GameStop Corp. $46.96 $5,039.7 $5,022.0 6.2x 5.7x 6

Trans World Entertainment Corporation $3.66 $114.6 $12.7 1.4x NA

Indigo Books & Music Inc. $8.24 $211.1 $51.7 3.0x 2.8x 2

Outerwall Inc. $80.74 $1,491.1 $2,171.8 4.5x 4.3x

Low 1.4x 2.8x

High 6.2x 5.7x

Median 4.5x 5.0x

Mean 4.2x 4.6x

Note: No company used in this analysis for comparative purposes is identical to the Company.

1. Enterprise Value equals equity market value + debt + preferred stock – cash and cash equivalents.

2. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items.

3. Based on closing prices as of July 10, 2015.

4. Based on reported fully-diluted shares.

5. LTM refers to the most recently completed 12-month period for which financial information has been made public.

6. NFY refers to the next fiscal year for which financial information has not been made public.

7. Multiples based on forward-looking financial information may have been calendarized to the Company’s fiscal year-end of January 31.

NA refers to not available. Source: Capital IQ.

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Financial Analyses

Discounted Cash Flow Analysis – Implied Perpetuity Growth Rate

(dollars in millions, except per share values)

Terminal

Projected Fiscal Year Ending January 31, Value

2016E1 2017E 2018E 2019E 2020E Assumptions

Revenue $271.5 $487.5 $494.3 $501.1 $507.8 $507.8

Revenue Growth % 2.0% 0.8% 1.4% 1.4% 1.3% —

Less: Cost of Goods Sold 191.8 344.1 349.1 354.0 359.0 359.0

Less: Operating, Selling & Administrative 69.0 121.1 121.6 123.5 125.8 125.8

Less: Real Estate Income 1.5 4.8 6.3 6.2 6.2 6.2

Add: Total Adjustments 0.8(0.1)(0.2)(0.2)(0.2)(0.2)

Adjusted EBITDA $10.0 $17.3 $17.1 $17.2 $16.5 $16.5

Adjusted EBITDA Margin % 3.7% 3.6% 3.5% 3.4% 3.3% 3.3%

Less: Depreciation and Amortization 7.9 14.6 13.4 10.7 10.4 11.9

Adjusted EBIT $2.1 $2.8 $3.8 $6.5 $6.1 $4.6

Less: Taxes2 0.8 1.1 1.5 2.6 2.4 1.8

Unlevered Earnings $1.3 $1.7 $2.3 $3.9 $3.7 $2.8

Add: Depreciation and Amortization 7.9 14.6 13.4 10.7 10.4 11.9

Less: Capital Expenditures 7.5 12.0 13.0 12.9 11.9 11.9

Less: Change in Working Capital 0.6(4.5)(1.7)(0.8) 0.2 0.0

Unlevered Free Cash Flows $1.0 $8.7 $4.3 $2.5 $1.9 $2.8

2020E Adjusted EBITDA

Discount Terminal Multiple3

Rate 0.0% 1.0% 2.0% 3.0%

8.0%

 

2.1x 2.4x 2.8x 3.4x

8.5%

 

2.0x 2.2x 2.6x 3.1x

9.0%

 

1.8x 2.1x 2.4x 2.9x

PV of Terminal Value

Discount as a % of Enterprise Value

Rate 0.0% 1.0% 2.0% 3.0%

8.0%

 

61.0% 64.3% 68.0% 72.0%

8.5%

 

59.3% 62.5% 66.0% 69.9%

9.0%

 

57.6% 60.7% 64.1% 67.8%

Present Value Implied PV of Terminal Value

of Cash Flows Based on Perpetuity Growth Rate for Implied Enterprise Value Reference Range

Discount 2016E—2020E 2020E Unlevered Free Cash Flow

Rate $ 16.0 0.0% 1.0% 2.0% 3.0% 0.0% 1.0% 2.0% 3.0%

8.0%

 

$ 16.1 $ 25.2 $ 29.0 $34.2 $41.5 $ 41.3 $45.1 $50.3 $57.6

8.5%

 

$ 16.0 + $ 23.2 $ 26.6 $31.0 $37.0 = $ 39.2 $42.6 $47.0 $53.0

9.0%

 

$ 15.8 $ 21.5 $ 24.5 $28.3 $33.3 $ 37.4 $40.3 $44.1 $49.1

Note: Present values as of July 10, 2015; mid-year convention applied.

1. Represents a 205-day stub period.

2. Taxes at 40.0%, per Company management.

3. Implied from corresponding discount rate and perpetuity growth rate applied to 2020E unlevered free cash flow.

E refers to estimated. PV refers to present value.

Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items and removal of income related to PGP. Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non-recurring items and removal of income related to PGP.

Source: Company management projections as approved by Special Committee. 15


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Financial Analyses

Net Operating Loss – Status Quo

(dollars in millions)

Assumptions

Discount Rate1 15.5%

Tax Rate2 6.6%

State NOL Amount $21.3

EBT $0.9 $3.1 $5.7 $8.5 $8.1

Beginning Balance $21.3 $20.4 $17.3 $11.6 $3.1

NOLs Utilized 0.9 3.1 5.7 8.5 3.1

Ending Balance $20.4 $17.3 $11.6 $3.1 $0.0

NOLs Utilized $0.9 $3.1 $5.7 $8.5 $3.1

Implied Tax Reduction $0.1 $0.2 $0.4 $0.6 $0.2

Discount Period 0.28 1.06 2.06 3.06 4.06

Discount Factor @ 15.5% 0.96 0.86 0.74 0.64 0.56

Implied Present Value of NOLs $0.1 $0.2 $0.3 $0.4 $0.1

For 6.7

Months Ending For Fiscal Year Ending January 31,

1/31/2016E 2017E 2018E 2019E 2020E

Total Present Value of NOLs (Rounded) $1.0

1. Based on BAMM cost of equity.

2. Represents weighted average of applicable state income tax rates, per Company management, attributable to utilization of BAMM NOLs.

E refers to estimated.

EBT refers to earnings before taxes.

NOLs refers to net operating losses.

Source: Company management projections as approved by Special Committee.

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Financial Analyses

Real Estate Summary

(dollars in millions) Implied Equity Value Implied After-Tax Equity

Reference Range Less: Debt Reference Range Value Reference Range

Property Square Feet Occupancy Low High Balance1 Low High Tax Basis1 Low High

Florence, Alabama 97,926 100.0% $ 16.7 — $17.3 $ 11.8 $4.9 — $5.5 $14.0 $4.9 — $5.5

Gardendale, Alabama2 156,386 95.0% 18.8 — 23.3 15.0 3.8 — 8.3 15.2 3.8 — 8.3

Fayetteville, North Carolina 32,788 100.0% 4.0 — 4.6 3.1 0.9 — 1.5 3.2 0.9 — 1.5

Jacksonville, Florida 66,466 23.5% 5.4 — 6.0 0.0 5.4 — 6.0 5.3 5.4 — 5.7

Total $ 44.9 — $51.2 $ 29.9 $15.0 — $21.3 $15.0 — $21.0

Add: Cash Balance as of May 30, 20151 4.5 — 4.5

BAMM Ownership3 $18.5 — $24.2

1. Per Company management.

2. Gardendale, Alabama Low Selected Reference Range Calculation: Normalized Fiscal Year 2016 NOI4 $1.2 Selected Cap Rate 7.25% Implied Asset Value $16.6 Add: Present Value of Sales Tax Credit5 2.2 Total Value (Rounded) $18.8

3. Represents Company’s 94.9% ownership of PGP.

4. Based on 95.0% of rental revenue, per Company management, and excludes sales tax credit income.

5. Based on 2016 sales tax credit grown at inflationary rate of 2.0% and discount rate of 8.25%, per discount rate utilized in appraisal provided by Company management.

Source: Company management and Company-provided appraisals.

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Financial Analyses

Changes from Prior April 15, 2015 Preliminary Discussion Materials

(dollars in millions)

Preliminary Discussion Materials

for the Special Committee Variance

dated April 15, 2015 Current Presentation(Current vs. April 15, 2015)

Low Mid High Low Mid High Low Mid High

Metrics

LTM Adjusted EBITDA $20.0 $17.5($2.5)

NFY Adjusted EBITDA $17.7 $17.7 $0.0

Selected Companies Analysis

Observed Multiples

LTM Adjusted EBITDA Median Multiple 4.6x 4.5x(0.1x)

NFY Adjusted EBITDA Median Multiple 4.6x 5.0x 0.4x

Barnes & Noble, Inc. Observed Multiples

LTM Adjusted EBITDA Multiple 4.8x 5.7x 0.9x

NFY Adjusted EBITDA Multiple 4.7x 5.7x 1.0x

Selected Multiples

LTM Adjusted EBITDA Multiples 2.5x — 4.5x 3.0x — 4.0x 0.5x —(0.5x)

NFY Adjusted EBITDA Multiples 2.5x — 4.5x 3.0x — 4.0x 0.5x —(0.5x)

Discounted Cash Flow Analysis

Perpetuity Growth Rate 0.0% — 3.0% 0.0% — 3.0% 0.0% — 0.0%

Discount Rate 8.0% — 9.0% 8.0% — 9.0% 0.0% — 0.0%

Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. LTM refers to latest 12 months.

NFY refers to next fiscal year.

Note: Current presentation includes Indigo Books & Music Inc. as a selected company for comparative purposes. Indigo Books & Music Inc. was not previously included in prior April 15, 2015 preliminary discussion materials as it did not have a meaningful enterprise value to adjusted EBITDA multiple at that time.

Sources: Bloomberg, Capital IQ and historical and projected financials provided by Company management. 18


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Appendix


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Appendix

Other Information


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Other Information Selected Transactions

(dollars in millions)

Transaction

Transaction Value / EBITDA

Announced Effective Target Acquiror Value1 Revenue2 EBITDA2 Margin %2

06/11/2015 06/11/2015 Nebraska Book Company, Inc., Retail Store Follett Corporation NA NA NA NA

Division

03/17/2014 07/15/2014 Hastings Entertainment Inc. Draw Another Circle, LLC $72.5 $436.0 26.5x 0.6%

08/10/2009 09/30/2009 Barnes & Noble College Bookstores, Inc. Barnes & Noble, Inc. $540.5 $1,778.0 4.9x 6.3%

(nka:Barnes & Noble College Booksellers, LLC)

Note: Shown for informational purposes. No company or transaction used for comparative purposes is identical to the Company or the Transaction.

1. Transaction Value refers to the implied enterprise value of the target company, based on the announced transaction equity price and other public information available at time of announcement.

2. Based on reported metric for most recent LTM period prior to announcement of transaction.

NA refers to not available. Source: Capital IQ.

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Other Information Weighted Average Cost of Capital Calculation

(dollars in millions)

Equity

Debt to Debt Preferred Preferred Market Value

Preferred Equity Market Total Equity Market to Total Stock to Equity Stock to Total to Total

Debt1 Stock2 Value3 Capitalization4 Value Capitalization Market Value Capitalization Capitalization

Barnes & Noble, Inc. $0.3 $196.1 $1,720.2 $1,916.6 0.0% 0.0% 11.4% 10.2% 89.8%

GameStop Corp. 352.1 0.0 5,039.7 5,391.8 7.0% 6.5% 0.0% 0.0% 93.5%

Trans World Entertainment Corporation 0.6 0.0 114.6 115.3 0.6% 0.6% 0.0% 0.0% 99.4%

Indigo Books & Music Inc. 0.2 0.0 211.1 211.2 0.1% 0.1% 0.0% 0.0% 99.9%

Outerwall Inc. 878.7 0.0 1,491.1 2,369.8 58.9% 37.1% 0.0% 0.0% 62.9%

Median $0.6 $0.0 $1,491.1 $1,916.6 0.6% 0.6% 0.0% 0.0% 93.5%

Mean $246.4 $39.2 $1,715.3 $2,000.9 13.3% 8.9% 2.3% 2.0% 89.1%

Books-A-Million, Inc.13 $31.1 $0.0 $28.8 $59.9 108.0% 51.9% 0.0% 0.0% 48.1%

Cost of

Levered Unlevered Equity Risk Size Cost of Cost of Preferred

Beta5 Beta6 Premium7 Premium8 Equity9 Debt10 Stock11 WACC12

Barnes & Noble, Inc. 0.86 0.77 6.25% 1.74% 10.0% 4.9% 7.8% 9.8%

GameStop Corp. 1.00 0.96 6.25% 1.06% 10.2% 5.5% NA 9.7%

Trans World Entertainment Corporation 0.20 0.20 6.25% 5.78% 9.9% NA NA 9.9%

Indigo Books & Music Inc. 0.62 0.62 6.25% 5.78% 12.5% NA NA 12.5%

Outerwall Inc. 0.90 0.67 6.25% 1.71% 10.2% 5.5% NA 7.7%

Median 0.86 0.67 10.2% 5.5% 7.8% 9.8%

Mean 0.71 0.64 10.6% 5.3% 7.8% 9.9%

Books-A-Million, Inc.14 0.25 0.15 6.25% 5.78% 10.2% 3.6% NA 6.0%

Note: No company used in this calculation for comparative purposes is identical to the Company.

1. Debt amount based on most recent public filings as of July 10, 2015.

2. Preferred stock amount as stated in most recent public filing as of July 10, 2015.

3. Equity market value based on closing price on July 10, 2015 and on reported fully-diluted shares as stated in most recent public filing as of July 10, 2015.

4. Total capitalization equal to equity market value + debt outstanding + preferred stock.

5. Based on actual beta per Bloomberg, five-year $USD weekly against the S&P 500 Total Return Index, as of July 10, 2015.

6. Unlevered Beta = Levered Beta / (1 + ((1 – Tax Rate) * (Debt to Equity Market Value)) + (Preferred Stock to Equity Market Value)).

7. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials.

8. 2015 Duff & Phelps Valuation Handbook, Appendix 3 and Exhibit 4.7.

9. Cost of Equity = Risk Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk Free Rate of Return as of July 10, 2015, based on 20-year U.S. Treasury Bond Yield.

10.

 

Based on selected company weighted average interest rate per most recent public filings as of July 10, 2015.

11.

 

Based on selected company weighted average preferred dividend per most recent public filings as of July 10, 2015.

12. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) + (Cost of Preferred

*

 

Preferred Stock to Total Capitalization). See next page for tax rate assumption.

13. BAMM reported revolver balance as of July 3, 2015, per Company management. Capital Lease Obligations and AWBC Bonds as of May 30, 2015.

BAMM Equity Market Value excludes PGP.

14.

 

Based on projected weighted average cost of debt for fiscal year ending January 31, 2016, per Company management.

NA refers to not available.

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Other Information

Weighted Average Cost of Capital Calculation (cont.)

Market Assumptions

Risk-Free Rate of Return2 2.91%

Equity Risk Premium3 6.25%

Size Premium4 5.78%

Tax Rate5 40.00%

BAMM Capital Structure Assumptions1

Debt to Total Capitalization 51.9%

Preferred Stock to Total Capitalization 0.0%

Equity Market Value to Total Capitalization 48.1%

Debt to Equity Market Value 108.0%

Preferred Stock to Equity Market Value 0.0%

Cost of Debt6 3.6%

Cost of Preferred Stock NA

Cost of Equity for Computed WACC

Selected Unlevered Beta7 0.67

Computed Levered Beta8 1.10

Cost of Equity9 15.5%

Computed Weighted Average Cost of Capital10 8.6%

Illustrative Weighted Average Cost of Capital Range Based on BAMM Capital Structure 8.0% — 9.0%

1. Based on current capital structure for BAMM as of July 10, 2015 and excludes PGP. See previous page.

2. Risk Free Rate of Return as of July 10, 2015, based on 20-year U.S. Treasury Bond Yield.

3. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials.

4. 2015 Duff & Phelps Valuation Handbook, Appendix 3 and Exhibit 4.7.

5. Per Company management.

6. Based on projected weighted-average cost of debt for fiscal year ending January 31, 2016, per Company management.

7. Based on review of selected companies’ unlevered betas listed on previous page.

8. Computed Levered Beta = Selected Unlevered Beta * (1 + ((Debt to Equity Market Value) * (1 – Tax Rate)) + (Preferred Stock to Equity Market Value)). Based on BAMM Capital Structure Assumptions.

9. Cost of Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions.

10. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) + (Cost of Preferred Stock * Preferred Stock to Total Capitalization). Based on “Cost of Equity for Computed WACC” and Market and BAMM Capital Structure Assumptions.

NA refers to not available.

Source: Capital IQ, Bloomberg and, in the case of BAMM estimates and assumptions, per Company management as approved by Special Committee.

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Other Information Benchmarking Data

Size Size1 Historical Growth Historical Growth Projected Growth

(LTM Re ve nue , millions)(Ente rprise Va lue a s of 07/10/2015, millions)(2- Fisc a l Ye a r Re ve nue )(1- Fisc a l Ye a r Re ve nue )(1- Fisc a l Ye a r Re ve nue )

GameStop Corp. $9,360.3 GameStop Corp. $5,022.0 Outerwall Inc. 2.3% Indigo Books & Music Inc. 3.2% GameStop Corp. 6.6%

Barnes & Noble, Inc. $6,069.5 Outerwall Inc. $2,171.8 GameStop Corp. 2.3% GameStop Corp. 2.8% Outerwall Inc. 2.2%

Outerwall Inc. $2,313.9 Barnes & Noble, Inc. $1,842.2 Indigo Books & Music Inc. 0.9% Books-A-Million, Inc. 0.0% Books-A-Million, Inc. 2.0%

Indigo Books & Music Inc. $703.0 Books-A-Million, Inc. $72.7 Books-A-Million, Inc. -2.5% Outerwall Inc. -0.2% Indigo Books & Music Inc. 0.1%

Books-A-Million, Inc. $471.8 Indigo Books & Music Inc. $51.7 Barnes & Noble, Inc. -5.8% Barnes & Noble, Inc. -4.9% Barnes & Noble, Inc. -0.1%

Trans World Entertainment Corporation $349.2 Trans World Entertainment Corporation $12.7 Trans World Entertainment Corporation -11.6% Trans World Entertainment Corporation -8.9% Trans World Entertainment Corporation NA

Historical Growth Historical Growth Historical Growth Projected Growth Projected Growth

(2- Fisca l Ye a r Adjuste d EBITDA)(1- Fisc a l Ye a r Adjuste d EBITDA)(FYE Compa ra ble S tore S a le s Growth)(NFY Compa ra ble S tore S a le s Growth)(1- Fisc a l Ye a r Adjuste d EBITDA)

GameStop Corp. -1.6% Books-A-Million, Inc. 20.8% GameStop Corp. 3.8% GameStop Corp. 3.9% Outerwall Inc. 14.3%

Outerwall Inc. -2.0% Barnes & Noble, Inc. 13.1% Indigo Books & Music Inc. 0.8% Books-A-Million, Inc. 1.0% GameStop Corp. 11.9%

Books-A-Million, Inc. -7.6% GameStop Corp. 2.6% Books-A-Million, Inc. 0.4% Outerwall Inc. 0.7% Indigo Books & Music Inc. 10.0%

Indigo Books & Music Inc. -14.4% Outerwall Inc. -11.8% Trans World Entertainment Corporation -1.0% Barnes & Noble, Inc. -1.0% Barnes & Noble, Inc. 0.4%

Trans World Entertainment Corporation -32.2% Trans World Entertainment Corporation -43.8% Barnes & Noble, Inc. -1.9% Trans World Entertainment Corporation NA Books-A-Million, Inc. -11.2%

Barnes & Noble, Inc. NMF Indigo Books & Music Inc. NMF Outerwall Inc. -4.9% Indigo Books & Music Inc. NA Trans World Entertainment Corporation NA

Profitability Relative Depreciation Internal Investment Liquidity Projected Growth

(LTM Adjuste d EBITDA to LTM Re ve nue )(LTM De pre c ia tion to LTM Adjuste d EBITDA)(LTM Ca pita l Expe nditure s to LTM Re ve nue ) (Curre nt Ra tio a s of 07/10/2015) (5- Fisc a l Ye a r EP S )

Outerwall Inc. 20.8% Indigo Books & Music Inc. 123.4% Outerwall Inc. 4.0% Trans World Entertainment Corporation 3.8 GameStop Corp. 14.4%

GameStop Corp. 8.6% Books-A-Million, Inc. 83.0% Trans World Entertainment Corporation 2.5% Indigo Books & Music Inc. 1.9 Barnes & Noble, Inc. 10.0%

Barnes & Noble, Inc. 5.3% Barnes & Noble, Inc. 60.3% Barnes & Noble, Inc. 2.4% Books-A-Million, Inc. 1.4 Outerwall Inc. 6.0%

Books-A-Million, Inc. 3.7% Trans World Entertainment Corporation 50.3% Books-A-Million, Inc. 2.1% GameStop Corp. 1.3 Books-A-Million, Inc.2 5.8%

Trans World Entertainment Corporation 2.6% Outerwall Inc. 42.3% GameStop Corp. 1.7% Barnes & Noble, Inc. 1.2 Trans World Entertainment Corporation NA

Indigo Books & Music Inc. 2.4% GameStop Corp. 18.9% Indigo Books & Music Inc. 1.2% Outerwall Inc. 1.0 Indigo Books & Music Inc. NA

Size3 Size FCF Margin FCF Conversion Leverage

(LTM Re ve nue pe r Re ta il S qua re Foot)(Numbe r of S tore s)(Adjuste d Fre e Ca sh Flow to Re ve nue )(Adjuste d Fre e Ca sh Flow to EBITDA)(De bt to EV a s of 07/10/2015)

GameStop Corp. $941.6 GameStop Corp. 6,664 Outerwall Inc. 15.0% GameStop Corp. 78.4% Barnes & Noble, Inc. 0.0%

Indigo Books & Music Inc. $370.4 Barnes & Noble, Inc. 1,372 GameStop Corp. 6.8% Outerwall Inc. 71.7% Indigo Books & Music Inc. 0.3%

Barnes & Noble, Inc. $354.9 Trans World Entertainment Corporation 310 Barnes & Noble, Inc. 2.9% Barnes & Noble, Inc. 52.6% Trans World Entertainment Corporation 5.1%

Trans World Entertainment Corporation $180.0 Books-A-Million, Inc. 300 Books-A-Million, Inc. 1.6% Indigo Books & Music Inc. 50.0% GameStop Corp. 7.0%

Books-A-Million, Inc. $106.5 Indigo Books & Music Inc. 218 Indigo Books & Music Inc. 1.2% Books-A-Million, Inc. 42.7% Outerwall Inc. 40.5%

Outerwall Inc. NA Outerwall Inc. NMF Trans World Entertainment Corporation -0.1% Trans World Entertainment Corporation -4.5% Books-A-Million, Inc. 52.8%

Profitability Profitability Inventory

(Re turn on Asse ts)(Re turn on Equity)(Inve ntory Turnove r)

Indigo Books & Music Inc. 189.0% Indigo Books & Music Inc. 189.0% Outerwall Inc. 8.0

GameStop Corp. 10.6% GameStop Corp. 18.4% GameStop Corp. 5.8

Outerwall Inc. 8.8% Books-A-Million, Inc. 1.8% Barnes & Noble, Inc. 3.2

Trans World Entertainment Corporation 0.9% Barnes & Noble, Inc. 1.4% Indigo Books & Music Inc. 2.4

Books-A-Million, Inc. 0.7% Trans World Entertainment Corporation 1.4% Books-A-Million, Inc. 1.7

Barnes & Noble, Inc. 0.3% Outerwall Inc. NMF Trans World Entertainment Corporation 1.6

Note: No company used for comparative purposes is identical to the Company.

1. Based on public trading prices of common stock and average debt and cash balances.

2. Based on five-year EBIT CAGR for BAMM.

3. Retail square feet for BAMM is calculated using the following assumptions: 20,000 sqft per superstore NMF refers to not meaningful figure.

NA refers to not available.

Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items and removal of income related to PGP. Adjusted Free Cash Flow refers to Adjusted EBITDA less capital expenditures.

EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization. EPS refers to earnings per share.

EV refers to enterprise value. FCF refers to free cash flow. FYE refers to fiscal year end. LTM refers to latest 12 months.

NFY refers to the next fiscal year for which financial information has not been made public.

Sources: Capital IQ, Company management. 24


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Other Information Additional Real Estate Information

(dollars in millions) Capital

Expenditures Total BAMM Appraisal

Property Location Year Acquired Purchase Price Since Acquisition Investment Appraised Value Appraisal Date Date of Value Cap Rate

Florence, Alabama 2013 $ 12.6 $0.0 $ 12.6 $ 17.0 5/15/2013 5/15/2013 7.25%

Gardendale, Alabama 2014 8.4 11.2 19.6 23.3 1 2/20/2014 2/1/2015 7.25%

Fayetteville, North Carolina 2014 2.9 0.4 3.3 4.3 8/15/2014 8/15/2014 9.00%

Jacksonville, Florida 2014 5.3 0.1 5.4 5.7 9/9/2014 9/9/2014 7.00%

Total $ 29.2 $11.6 $ 40.8 $ 50.3

Selected PWC Real Estate Investor Survey Data

1Q 2013 4Q 2013 3Q 2014 4Q 2014 1Q 2015 2Q 2015

Strip Shopping Center Capitalization Rates 7.04% 6.98% 6.98% 7.05% 7.00% 6.91%

Source: Appraisals provided by Company management, PWC. 1. See ‘Real Estate Summary’.

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Other Information Historical EBITDA Multiples vs. Barnes & Noble, Inc.

Historical Enterprise Value to EBITDA Multiples (January 31, 2005 – January 29, 2015)

12.0x

EBITDA 10.0x

8.0x

/

6.0x

Value Multiple 4.0x

2.0x

0.0x

Enterprise 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

BAMM BKS Not Meaningful

BAMM Historical

EV/EBITDA Discount to BKS

6-Months(20.3%)

1-Year(23.3%)

2-Years(27.2%)

3-Years(29.5%)

4-Years(35.8%)

5-Years(38.5%)

6-Years(39.8%)

7-Years(35.9%)

8-Years(29.5%)

9-Years(25.1%)

10-Years(24.4%)

Note: BAMM historical EV/EBITDA discount is calculated using each period’s respective median EV/EBITDA multiple through January 29, 2015. Sources: Company management, public filings, Capital IQ.

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Other Information Barnes & Noble, Inc. Sum-of-Parts Overview

Barnes & Noble, Inc. Fiscal Year 2015 Segment Results

Implied

Enterprise EBITDA

Segment 2015 Revenue 2015 EBITDA Margin% Value1 Multiple

Retail Stores $ 4,108.3 322.7 7.9%

College Bookstores 1,772.4 86.4 4.9%

NOOK 263.8(87.0)(33.0%)

Elimination(75.0) 0.0 NA

Total $ 6,069.5 $ 322.2 5.3% $ 1,842.2 5.7x

Illustrative Implied EBITDA Multiple for Retail Stores Segment

Illustrative EBITDA Multiple for College Bookstores Segment

5.0x

 

5.5x 6.0x 6.5x 7.0x

Illustrative 0.00x 4.4x 4.2x 4.1x 4.0x 3.8x

Revenue 0.10x 4.3x 4.2x 4.0x 3.9x 3.8x

Multiple for 0.20x 4.2x 4.1x 3.9x 3.8x 3.7x

NOOK 0.30x 4.1x 4.0x 3.9x 3.7x 3.6x

Segment 0.40x 4.0x 3.9x 3.8x 3.6x 3.5x

1. Based on closing stock price of $26.81 as of July 10, 2015. NA refers to not available.

EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization. 27 Source: Barnes & Noble, Inc. public filings, Company public filings.


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Other Information Barnes & Noble, Inc. Analyst Commentary

Stock Retail Segment College Education

Most Recent

Analyst Price(excluding Nook) Segment Comments

Report Date

Target EBITDA Multiple EBITDA Multiple

“As the only national bookstore, we believe BKS could be

Maxim $347mm 2016E $130mm 2016E

6/26/15 $37.00 compared to dominant category chains such as Bed Bath &

Group EBITDA / 5.0x EBITDA / 6.0x

Beyond and Best Buy”

“the core retail business generates a significant amount of free

Craig- $253mm 2017E $123mm 2017E

6/25/15 $37.00 cash flow and the story becomes sweeter when considering the

Hallum EBITDA / 4.6x EBITDA / 10.0x

spin-off of the growth-oriented [College Education business]”

Janney “We continue to view BKS Retail landscape favorably and

$340mm 2015E $100mm 2015E

Capital 3/10/15 $26.00 believe the stabilization of the core business will continue…

EBITDA / 4.5x EBITDA / 6.0x

Markets [with] College Education growth prospects robust”

“the focus now shifts once again to the retail business, which in

Barclays 3/10/15 $18.00 $253mm 2015E Consolidated EBITDA / 3.0x our view remains in structural decline longer term.”

Note: Barclays discontinued coverage on 6/25/15

EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization.

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Source: Equity research reports.


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Other Information Books-A-Million vs. Barnes & Noble Retail Segment

Selected Financial and Operating Data Comparison

(dollars in millions)

BKS BAMM vs.

BAMM1 Retail BKS Retail

LTM Revenue $471.8 $4,108.3(88.5%)

LTM EBITDA $17.5 $322.7(94.6%)

EBITDA Margin 3.7% 7.9%(4.2) bps

LTM Free Cash Flow $7.5 $249.0(97.0%)

FCF Margin 1.6% 6.1%(4.5) bps

FCF Conversion 42.7% 77.1%(34.5) bps

Store Count 300 648(53.7%)

Revenue per Store $1.6 $6.3(75.2%)

Capital Expenditures to Revenue 2.1% 1.8% 0.3 bps

Retail Square Feet (in millions) 4.4 17.1

Average Store Size 14,766 26,389(44.0%)

Revenue per Retail Square Foot $106.5 $240.3(55.7%)

1-yr Projected Revenue Growth2 2.0%(0.3%) 2.3 bps

1-yr Projected EBITDA Growth2(11.2%) 3.5%(14.7) bps

2-yr Projected Revenue Growth2 1.4%(1.5%) 2.9 bps

2-yr Projected EBITDA Growth2(6.8%)(1.5%)(5.3) bps

Additionally, Barnes & Noble generally operates its retail stores in larger, higher-traffic areas than BAMM stores, which are generally located in enclosed shopping malls

Note: Based on information available as of July 10, 2015.

1. Excludes PGP.

2. Based on equity research reports for BKS Retail.

LTM refers to latest 12 months.

EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization. Source: Public filings, Company management.

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Other Information Liquidity Statistics

(figures in millions, except per share data)

Selected Companies

Trans World

Books-A- Barnes & GameStop Entertainment Indigo Books Outerwall

Million Inc. Noble, Inc. Corp. Corporation & Music Inc. Inc. Median Mean

Ticker Symbol BAMM BKS GME TWMC IDG OUTR

Exchange NasdaqGS NYSE NYSE NasdaqGM TSX NasdaqGS

Analyst Coverage 1 0 4 18 0 2 7 4 6

Shares Outstanding 15.441 70.012 106.720 31.153 25.504 18.451 31.153 50.368

Closing Stock Price as of 7/10/15 $2.59 $26.81 $46.96 $3.66 $10.50 $80.74 $26.81 $33.73

Public Float 2 5.406 49.327 104.434 8.952 10.123 16.188 16.188 37.805

Percent of Total Shares Outstanding 2 35.0% 70.5% 97.9% 28.7% 39.7% 87.7% 70.5% 64.9%

Institutional Holdings 1.660 46.694 148.478 7.372 3.618 22.404 22.404 45.713

Percent of Total Shares Outstanding 10.8% 66.7% 139.1% 23.7% 14.2% 121.4% 66.7% 73.0%

Percent of Total Public Float 30.7% 94.7% 142.2% 82.4% 35.7% 138.4% 94.7% 98.7%

Number of Institutional Holders 30 277 576 36 8 313 277 242

Average Trading Volume 3 0.014 0.614 1.760 0.015 0.004 0.461 0.461 0.571

Percent of Total Shares Outstanding 0.1% 0.9% 1.6% 0.0% 0.0% 2.5% 0.9% 1.0%

Percent of Total Public Float 0.3% 1.2% 1.7% 0.2% 0.0% 2.8% 1.2% 1.2%

Short Interest 0.007 8.058 43.842 0.020 0.000 6.915 6.915 11.767

Percent of Total Shares Outstanding 0.0% 11.5% 41.1% 0.1% 0.0% 37.5% 11.5% 18.0%

Percent of Total Public Float 0.1% 16.3% 42.0% 0.2% 0.0% 42.7% 16.3% 20.3%

1.

 

Based on number of analyst reports in Bloomberg.

2.

 

Float defined as shares outstanding owned by investors other than strategic 5% investors and insiders.

3.

 

Based on three-month average trading activity.

Source: Company management, public filings.

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Other Information U.S. Bookstore Industry Overview

Companies in this industry sell books from physical retail locations or through online sales channels The U.S. books market contracted marginally in 2012 and 2013 and was flat in 2014 In the meantime, e-books continued to strongly perform and are driving growth in the U.S. books industry

The U.S. books market had total revenues of $27.0 billion in 2014, representing a compound annual growth rate (“CAGR”) of negative (0.8%) between 2010 and 2014 In 2014, the physical segment contributed total revenues of $19.7 billion, equivalent to 73.0% of the overall value The digital segment contributed revenues of $7.3 billion, equating to 27.0% of the market’s aggregate value The performance of the market is forecast to grow, with an anticipated CAGR of 0.9% for the five-year period 2014-2019, which is expected to drive the market to a value of $28.3 billion by the end of 2019

U.S. Books Market Category Segmentation

Digital

27%

Physical

73%

U.S. Books Market Value Forecast

35,000 1.4

30,000 1.2

25,000 1.0

0.8%

20,000

millions) 0.6

in 15,000 0.4 Growth

$

( 10,000

0.2

5,000 0.0

0 -0.2

2014 2015 2016 2017 2018 2019

$ Mil.% Growth

Source: MarketLine Industry Profile: Books in the United States dated March 2015. 31


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Appendix

Disclaimer


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Disclaimer Disclaimer

This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Books-A-Million, Inc. (“BAMM” or the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials.

The materials are for discussion purposes only. Houlihan Lokey expressly disclaims any and all liability which may be based on the materials and any errors therein or omissions therefrom. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s express prior written consent.

Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates.

The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law.

All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose.

Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses.

The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, one or more parties that may be involved in the Transaction and their respective affiliates or any currency or commodity that may be involved in the Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients. Houlihan Lokey’s personnel may make statements or provide advice that is contrary to information contained in the materials. Houlihan Lokey’s or its affiliates’ proprietary interests may conflict with the Company’s interests. Houlihan Lokey may have advised, may seek to advise and may in the future advise companies mentioned in the materials.

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