1056756--6/25/2009--NBC_ACQUISITION

related topics

{customer, product, revenue}

{debt, indebtedness, cash}

{capital, credit, financial}

{cost, operation, labor}

{condition, economic, financial}

{investment, property, distribution}

{tax, income, asset}

{acquisition, growth, future}

We have a substantial level of indebtedness. The indentures governing the Senior Subordinated Notes and Senior Discount Notes, as well as the Senior Credit Facility, impose significant operating and financial restrictions, which could prevent us from incurring additional indebtedness and taking certain other actions and could result in all amounts outstanding being declared due and payable if we are not in compliance with such restrictions Recent disruptions in the financial markets could affect our ability to extend or refinance debt as it matures, which could negatively impact our liquidity and financial condition. We may not be able to successfully contract-manage additional bookstores or integrate those additional stores, which could adversely impact our ability to grow revenues and profit margins We may not be able to successfully renew our contract-managed bookstores at profitable terms, which could adversely impact our profit margins. We may be unable to obtain a sufficient supply of used textbooks, which could adversely impact our revenue levels and profit margins Publishers may not continue to increase prices of textbooks annually, which could adversely impact our revenue levels and profit margins Publisher practices regarding new editions and materials packaged with new textbooks could change, thereby reducing the supply of used textbooks available to us and adversely impacting our revenue levels and profit margins. The loss or retirement of key members of management may occur, which could negatively affect our ability to execute our current strategy and/or our ability to effectively react to changing industry dynamics, thereby adversely impacting our revenue levels and profit margins Our wholesale and bookstore operations are seasonal in nature a significant reduction in sales during our peak selling periods could adversely impact our ability to repay the Revolving Credit Facility, thereby increasing interest expense and adversely impacting revenue levels by restricting our ability to buy an adequate supply of used textbooks We are controlled by one principal equity holder, who has the power to take unilateral action and could have an interest in pursuing acquisitions, divestitures and other transactions, even though such transactions might involve risks to other affected parties. A portion of our goodwill recently became impaired and we may be required to write down additional amounts of goodwill or identifiable intangibles and record impairment charges if future circumstances indicate that goodwill or identifiable intangibles are impaired.

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1056756--6/25/2009--NBC_ACQUISITION_CORP