Barnes & Noble Seeks Next Chapter

THE WALLSTREET JOURNAL

By JEFFREY A. TRACHTENBERG And MARTIN PEERS

Barnes & Noble Inc. is the latest old-school company to discover how costly it can be to try to reinvent itself for a digital future.

Given the expense of running Barnes & Noble's Nook business, can the digital business run better on its own? John Jannarone discusses on Markets Hub. Photo: REUTERS.

The nation's largest bookstore chain warned Thursday it would lose twice as much money this fiscal year as it previously expected, and said it is weighing splitting off its growing Nook digital-book business from its aging bookstores.

Over the past 15 years, rapid technological change has transformed the company from a dominant retailing force that left smaller booksellers quaking in fear to a struggling giant grasping for a plan to ensure its long-term relevance to the publishing industry.

Barnes & Noble realized early on that e-books could appeal to consumers, but allowed Amazon.com Inc. to get an early leg up. Now it is locked in a battle with Amazon and another deep-pocketed rival, Apple Inc., to sell both electronic books and the high-tech devices consumers use to read them.

Shares of bookseller Barnes & Noble Inc. BKS -22.14% fell 21% in preopen trading Thursday after the company said it is looking at options to spin off the popular e-book reader Nook as a separate business unit. Greg Morcroft reports

Digital technology continues to roil all manner of once-dominant companies. Former giants such as Blockbuster Inc., Circuit City and Barnes & Noble's main book-chain rival, Borders Group Inc., have struggled mightily—and in some cases, disappeared altogether—in the face of digital competitors including Netflix Inc. and Amazon. Wednesday's news that Eastman Kodak Co. was contemplating seeking Chapter 11 bankruptcy protection underscored the severity of the technology threat.

Bookending Barnes & Noble

From humble beginnings to a bookselling behemoth, Barnes & Noble has seen ups and downs over the decades as it tried to straddle the world of paper books and e-books. See a timeline of Barnes & Noble's history.

Barnes & Noble's stock fell 17% on Thursday. The company now may be at its most critical juncture since Leonard Riggio, its chairman and largest shareholder, opened his first store in New York's Greenwich Village in 1965.

As recently as the 1990s, Barnes & Noble was known as a carnivorous competitor with the power to wipe out independent bookstores with its steeply discounted books and sprawling stores where customers could sip coffee and read in plush chairs. In New York City, the emergence of a Barnes & Noble on the Upper West Side was partly responsible for the mid-1990s closing of the beloved neighborhood bookseller Shakespeare & Company—the kind of narrative arc that cropped up in the movie "You've Got Mail."

Ironically, Barnes & Noble had been one of the first to recognize the potential of digital books. In 1998, it invested in NuvoMedia Inc., maker of the Rocket eBook reader, and the bookseller actively supported digital-book sales. But in 2003, it exited the still-nascent business, saying there wasn't any profit in it.

It wasn't until 2009 that Barnes & Noble re-entered the business, introducing its Nook e-reader. By then, Amazon had been selling its Kindle device for about two years, and was offering best sellers for $9.99, a fraction of what hardcover best sellers are priced at.

Apple introduced its iPad tablet in January 2010. Amazon responded with its competing Kindle Fire tablet this past September, and in November, Barnes & Noble introduced its Nook Tablet.

E-book sales have skyrocketed, jumping to $863 million in 2010, from $62 million in 2008, according to BookStats, a joint-research venture between the Book Industry Study Group and the Association of American Publishers. One publisher predicted Thursday that e-books could account for as much as 40% of total revenue by the end of the year.

Although Barnes & Noble was late to the game, its devices have won critical praise, and publishers estimate today that it controls as much as 27% of the digital-books market. "We saw more growth with e-books with Barnes & Noble this Christmas than anybody else," said the publisher.

But those sales have come at an enormous cost. Developing, manufacturing and promoting e-readers and tablets requires heavy upfront spending. Barnes & Noble's spending on advertising has more than tripled since 2009, according to Kantar Media, an ad-tracking unit of WPP PLC. To promote the Nook, the retailer returned to national TV advertising in 2010, after a 14-year hiatus, buying spots on popular programs such as "American Idol."

The heavy Nook investment has squeezed Barnes & Noble's bottom line. Largely as a result, its earnings before interest, taxes, depreciation and amortization—a critical measure of earnings—fell to $163 million in the fiscal year ending April 30, 2011, from $281 million in fiscal 2010.

When Barnes & Noble's stock weakened, the company came under pressure from activist investor Ronald Burkle. In response, Mr. Riggio, who maintains control with a stake of about 30%, put the company up for sale in August 2010. Last May, Liberty Media Corp. made a bid to buy the business. Mr. Riggio appeared to support the bid, but Liberty Media eventually opted to invest $204 million for a 16.6% stake, receiving two board seats.

People love the Nook Tablet and hate the Nook Touch. B&N will have to beef up their digital work if they intend to take on biggies like Amazon and Apple. Peter Kafka reports.

Barnes & Noble is considering splitting off its popular Nook e-book business as losses mount, Spencer Ante reports on Lunch Break.

This holiday season has offered a ray of hope. Barnes & Noble said device sales had risen 70% for the nine-week period ending Dec. 31, compared with the year-ago period. It said the Nook business is likely to notch $1.5 billion in sales in the current fiscal year, compared with $880 million a year earlier. That business includes the Nook devices, digital-book sales, accessories, magazine and newspaper sales, app sales and sales of warranties.

On Thursday, Barnes & Noble increased its projected loss per share for the current fiscal year to between $1.10 and $1.40, from the 30 cents to 70 cents it reaffirmed one month ago.

Barnes & Noble blamed an unexpected shortfall of sales of the Nook Simple Touch e-reader on a Christmas where consumers embraced color digital devices, including the Nook Tablet and Amazon's Kindle Fire. The e-reader sales shortfall is significant because of its ripple effect on projected sales of related products, including e-books and accessories.

"We over-anticipated the demand for the holiday season," said William Lynch, the company's chief executive officer.

Mr. Lynch said Barnes & Noble has plenty of capital to continue financing the Nook expansion, including a $1 billion credit line.

But in a comment at an investor conference on Wednesday, Liberty Media Chief Executive Greg Maffei hinted that Barnes & Noble might need help to continue building the business. Competing with Apple and Amazon, he said, was a "big-boy game." He said Barnes & Noble may find "partners to help fund that game, meaning the public or strategic partners."

A Brief History of the Book

Long before there were iPads and Kindles changing communication as we know it, there were other disruptive technologies and breakout information delivery systems. Like the printing press. And the Guttenberg Bible. WSJ's Marshall Crook offers a brief history of the book.

Barnes & Noble said in a statement on Thursday it was "in discussions with strategic partners including publishers, retailers and technology companies in international markets." It said that could lead to expanding the Nook business overseas.

One possibility is that Barnes & Noble could sell a minority stake in the Nook business in a public offering. The two businesses would likely have different managements and different boards. Under such a scenario, Barnes & Noble would continue to have close ties to its Nook devices. Another possibility is selling the Nook business outright.

Edward Latessa, a portfolio manager for Aria Partner, a Boston-based investment firm that owns a stake in Barnes & Noble, suggested one logical buyer could be Google Inc., whose e-book store has had only a minimal impact so far. "The Nook business alone could be worth $1.5 billion," said Mr. Latessa. The Nook runs on Google's Android software. Google declined to comment.

Another potential partner is Microsoft Corp., people familiar with the situation said. Microsoft declined to comment.

A Nook tablet display at a Barnes & Noble store in New York. The bookseller is considering a plan to spin off its Nook business.

Journal Community

The idea for splitting off the Nook business may partly reflect the influence of Liberty Media, whose chairman, John Malone, and chief executive, Mr. Maffei, are experienced at devising complex financial structures to highlight the value of businesses. Mr. Maffei and another Liberty executive, Mark Carleton, are on Barnes & Noble's board.

"This is classic Malone," noted Maxim Group analyst John Tinker.

The idea came up during the company's long-running strategic-review process, which began in the summer of 2010, according to people familiar with the situation. Barnes & Noble executives and the board discussed how the company could increase shareholder value and improve its stock price, these people said, and separating the Nook business was one suggestion.

The idea was also embraced by Liberty, said another person familiar with the situation.

Barnes & Noble said the decision to explore the potential sale of the Nook business was a board-level decision that had the full support of the company.

Investors have shown they are in favor of companies overhauling their structures to focus their business divisions, applauding moves by McGraw-Hill Cos., Kraft Foods and other companies that separated businesses last year.

Barnes & Noble investors may not have the patience to fund Nook growth here and abroad, said Forrester Research analyst Sarah Rotman Epps. "It's going to require sustained investment."