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Andrew M. Winston INFO 677 Executive Summary Barnes & Noble, Inc. Barnes & Noble, Inc. (Barnes & Noble or the Company), ―the nation’s largest bookseller‖ operates in two industry segments: (1) B&N Retail, which includes both the Company’s bricks-and- mortar bookstores and its e-commerce website, barnesandnoble.com, as well as its operation of Sterling Publishing Co., Inc., a general trade book publisher; and (2) B&N College, the college bookstore business operated by its wholly-owned subsidiary, Barnes & Noble College Booksellers, LLC. Leonard S. ―Len‖ Riggio, the Company’s intense, mercurial founder and Chairman, built the Barnes & Noble enterprise from a single college bookstore he bought at age 24, and continues to drive the Company’s strategy. In 2010, Barnes & Noble appointed a CEO with an e-commerce background, William Lynch, to pursue a digital strategy for the Company, as well as subordinate executives focused on digital textbooks, digital products, and e-commerce. However, the Company’s EVP, Textbooks and Digital Education, left in October 2010 after only six months, and the Company does not appear to have replaced her, or announced who will now be in charge of Textbooks and Digital Education. In August 2010, the Company announced that it would consider selling itself. Multiple potential acquirors exist, including an investor group led by Riggio. However, if the Company were sold to another buyer, Riggio, and possibly Lynch, would likely have no involvement in its management, and would therefore not be in a position to pursue the Company’s e-book strategy. A buyer for the Company could be selected in the first quarter of this year. Until resolution about a sale is reached, there will be significant uncertainty about the Company’s long-term leadership and strategic direction. The Company faces some financial challenges, although it appears to be more or less sound. Significantly, the Company has access to over $620 million of unused availability under its revolving credit facility. Although the Company has indicated a strategic commitment to its e-reader and to e- books, and has substantial resources available for those purposes, uncertainty about whether and to whom the Company will be sold, and the effect a sale transaction would have on its strategic direction and available cash and borrowings, particularly if assets of the Company are leveraged to help pay the sales price, make it difficult to predict how the Company will deploy its capital in the near term. The $9.23 billion college textbook market is expanding, with e-textbook sales expected to double by 2012, and has attracted retail booksellers like the Company, Amazon, and Borders, as well as Apple and Kno (maker of a sophisticated dual-screen e-textbook reader that allows electronic note-taking). Pilot programs have shown that basic e-readers like Amazon’s Kindle and, presumably, Barnes & Noble’s NOOK (given its similarity to Kindle), are not well-suited for use with e-textbooks—in contrast with Apple’s iPad, which has tested well, and Kno’s e-reader. While well-positioned in the e-textbook market by virtue of its existing ―click and mortar‖ college bookselling operations, which combine physical bookstores and online access, its existing online bookstore for e-books, and NOOKstudy, its free e-textbook and study application for PCs and Macs, Barnes & Noble does not offer an e-reader that is well-suited for e-textbook use. The Company could, however, leverage its existing market position, sales channels, and brand recognition through a strategic alliance with a tablet computer maker—which presents a significant opportunity for Motorola’s new XOOM tablet, as it is competitive with the iPad and shares its advantages for e-textbook use. Motorola Mobility should evaluate a potential relationship with Barnes & Noble regarding e-textbook delivery via XOOM, and if approved, make an overture to the Company. 1 Andrew M. Winston INFO 677 Company Profile Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 (212) 633-3300 www.barnesandnobleinc.com (Barnes & Noble, Inc. corporate website) www.barnesandnoble.com (barnesandnoble.com llc website) www.bncollege.com (Barnes & Noble College Booksellers, LLC website) Barnes & Noble, Inc. (Barnes & Noble or the Company) bills itself as ―the nation’s largest bookseller‖ and ―a leading content, commerce and technology company that provides customers easy and convenient access to books, magazines, newspapers and other content across its multi-channel distribution platform.‖ Barnes & Noble was incorporated in the state of Delaware in 1986, and is a public company, with shares of its common stock traded on the New York Stock Exchange. Leonard Riggio, the Company’s founder and Chairman, and Stephen Riggio, its Vice Chairman, are brothers and as of May 1, 2010 together owned or controlled approximately 32% of the Company’s outstanding capital stock. The Company views its business as being comprised of two operating segments: (1) B&N Retail, which includes (a) the Company’s retail operations in stores; (b) the operations of barnesandnoble.com llc (B&N.com), a wholly-owned subsidiary of the Company, which operates Barnes & Noble’s well- established retail website, its e-bookstore, and its e-reader business; and (c) the business of Sterling Publishing Co., Inc., a general trade book publisher; and (2) B&N College, which includes the college bookstore business of Barnes & Noble College Booksellers, LLC, a wholly-owned subsidiary of the Company that was acquired in 2009. Below are selected key facts about the Company’s business. Key officers: B&N Retail Key officers Leonard S. Riggio Chairman Stephen Riggio Vice Chairman William J. Lynch, Jr. Chief Executive Officer Mitchell S. Klipper Chief Executive Officer, Retail Joseph J. Lombardi Chief Financial Officer Christopher Troia Chief Information Officer Other officers who may John Foley President, eCommerce be relevant to e-text Jamie Iannone President, Digital Products business Jeff Day VP & CTO, B&N.com Bill Saperstein VP Digital Products Hardware Engineering Tracey Weber EVP Textbooks & Digital Education Kevin M. Frain EVP eCommerce Operations B&N College Key officers Leonard S. Riggio Chairman Max J. Roberts President 2 Andrew M. Winston INFO 677 Bill Maloney Executive Vice President Patrick Maloney Executive Vice President Barry Brover Chief Financial Officer Stephen Culver Chief Information Officer Selected financial Barnes & Noble’s fiscal year ends on the Saturday closest to the last day of April. For information (dollars in the fiscal year as of and ending May 1, 2010, Barnes & Noble reported the following thousands): figures. Except where noted, amounts shown are for Barnes & Noble on a consolidated basis, which incorporates results from B&N.com, B&N College, and other subsidiaries. Sales Barnes & Noble stores $4,320,303 B&N.com $572,763 B&N College $836,458 Other $81,040 Total sales $5,810,564 Gross profit $1,676,745 Net earnings $36,644 Total assets $3,705,686 Total current liabilities $1,724,408 Total long term liabilities $1,077,910 Number of stores: B&N Retail B&N College 720 637 Number of employees: B&N Retail B&N College Approximately 35,000 Approximately 5,000 Key competitors: Key competitors of B&N Retail include Borders Group, Books-A-Million, Waldenbooks, Amazon.com, Apple, Wal-Mart, and Costco. B&N Retail also competes with other retailers that sell books and the expanding e-book market. Key competitors of B&N College include Follett, Chegg.com, and independent college bookstores. E-bookstore, e-reader, In July 2009, the Company launched what it claims is one of the world’s largest e- and e-text products: bookstores, with more than one million e-books, electronic newspapers, and magazines, accessible via a number of digital platforms, including the NOOK, the Company’s e- reader, launched in October 2009; the iPad; the iPod touch; the iPhone; certain BlackBerry and Motorola smartphones; and laptop and desktop computers. In addition, B&N College offers a free e-textbook and study application for PCs and Macs called NOOKstudy, and already offers thousands of textbooks in e-book format. SIC Codes and NAICS SIC Codes NAICS Codes Codes for the 2731 – Books publishing 45121 – Book stores & news dealers Company: 2732 – Book printing 451211 – Book stores 2741 – Miscellaneous publishing 451220 – Prerecorded tape, compact 3652 – Prerecorded records and tapes disc, & record stores 5192 – Books, periodicals, & 454111 – Electronic shopping newspapers 511130 – Book publishers 5735 – Record & prerecorded tape stores 5942 – Book stores 3 Andrew M. Winston INFO 677 References Barnes & Noble College Booksellers, LLC (n.d.). Leadership. Retrieved January 30, 2011 from http://www.bncollege.com/about_leadership.aspx Barnes & Noble, Inc. (2010a). Barnes & Noble annual report 2010. Retrieved January 30, 2011 from http://www.barnesandnobleinc.com/documents/bn_annual_report_2010.pdf Barnes & Noble, Inc. (2010b). Form 10-K for the fiscal year ended May 1, 2010. Retrieved January 20, 2011 from http://forinvestors.barnesandnobleinc.com/secfiling.cfm?filingID=1193125-10-151360 Barnes & Noble, Inc. (2010c). Form 10-Q for the quarterly period ended October 30, 2010. Retrieved January 30, 2011 from http://forinvestors.barnesandnobleinc.com/secfiling.cfm?filingID=1193125-10-277471 Barnes & Noble, Inc. (n.d.a). Management team. Retrieved January 30, 2011 from http://www.barnesandnobleinc.com/our_company/management_team/management_team.html Barnes & Noble, Inc. (n.d.b). NOOKstudy by Barnes & Noble. Retrieved January 21, 2011 from http://www.barnesandnoble.com/nookstudy/college/index.asp?cds2Pid=37196 Hoover’s, Inc. (2011, January 25a). Barnes & Noble College Booksellers, Inc. Hoover’s Company Records – In-depth Records. Retrieved January 30, 2011 from LexisNexis Academic database. Hoover’s, Inc. (2011, January 25b). Barnes & Noble, Inc. Hoover’s Company Records – In-depth Records. Retrieved January 30, 2011 from LexisNexis Academic database. Hoover’s, Inc. (2011, January 25c). Barnesandnoble.com llc. Hoover’s Company Records – In-depth Records.
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