Microsoft (MSFT) buying the Nook e-reader?

the news

Yesterday, the stock of Barnes and Noble (BKS) soared 22% on more than 10x normal volume.

The reason?

…a TechCrunch post saying MSFT is preparing a $1 billion offer for the company’s Nook-related digital assets.  The assets are held in BKS’s Nook Media subsidiary, which also contains the company’s college bookstore operations.  Leonard Riggio, who controls 31% of BKS, owned the college bookstore business privately but sold it it BKS in 2009 for $514 million.

The TechCrunch report is based on its examination of internal MSFTdocuments which the New York Times says are genuine, though perhaps dated.

is the headline figure, $1 billion, all that it seems?

Maybe not.  The most favorable interpretation of the TC scoop is that MSFT is willing to pay $1 billion for the portion of the BKS digital assets it doesn’t already own.  The least favorable is that the offer values the entire Nook Media at $1 billion.

The difference?  Three factors:

1.  MSFT already owns 17.6% of Nook Media.  Pearson owns another 5%.  Under the more favorable interpretation, the $1 billion would be split between Pearson and BKS, with the latter getting $940 million.  Under the less favorable, which I think is probably the correct interpretation, BKS would collect $774 million.

2.  Does the $1 billion value include the college bookstores, which–as I read the BKS financials–are the company’s most profitable operations?  If so, cut the MSFT offer in half.

3.  In its original deal with BKS, MSFT promised to fund up to $180 million in Nook R&D.  I think this was a loan, not a gift.  If so, part of the $1 billion may be forgiveness of the loan, not a new cash inflow.

In the least favorable case for BKS, subtract $500 million from the $1 billion headline number if the college book stores aren’t included.  Another $176 million represents the stock MSFT already owns.  Let’s say a further $100 million represents repayment of the R&D advance.  Then, the “$1 billion” offer would mean a cash outflow of  about $250 million, of which BKS would get about $235 million.

the Nook is bleeding red ink…

…for three reasons.

In the Darwinian world of consumer electronics, stand-alone e-readers like the Nook are an evolutionary dead end.  They’re being replaced by small, light tablets.

The Nook is an also-ran among e-readers.

As I read the BKS  financials, the company has a razor/razor blade strategy for the Nook.  It prices the device roughly at cost in the hopes of generating a lot of high-profit e-book sales from users.  In fiscal 2013 (ended in April), however, BKS appears to have lost $350 million trying to persuade consumers to take Nooks off their hands.  It’s hard for me to see how BKS can sustain deficits of this size.

why buy the Nook? 

1.  MSFT takes in $1 billion in cash every two weeks.

2.  To compete in the tablet and smartphone businesses, MSFT needs an e-reader feature.  Because of the company’s tiny market share in both businesses, developers aren’t beating down the doors in Redmond to make reading apps for it.  MSFT’s plan would apparently be to stop making e-readers and refocus the Nook division on creating/enhancing e-reader apps, especially for Windows devices.

3.  According to TechCrunch, the MSFT documents project Nook ” revenues to gradually recover, up to $1.976 billion by fiscal year 2017, for EBITDA profit of $362 million.”

Given that sales of e-readers make up the huge bulk of Nook Media’s sales, the most polite thing I can say is that this forecast is extremely optimistic.  Revenue growth appears to assume a rocketship ride for sales of digital content.  The $750 million positive swing in EBITDA looks too good to be true.  But it does make Nook Media look cheap.  My hunch is that this is its main purpose–to justify the purchase.

(One caveat:  it’s impossible for me to judge how revenues and costs for the Nook devices and for digital content are figured and split between the retail and Nook divisions of BKS.  The only way I can see for Nook Media revenues to rise without hardware sales is if the whole basis of revenue calculation is somehow changed.  EBITDA of $362 million is only plausible to me if somehow post-acquisition Nook Media’s SG&A expense of around $400 million a year completely disappears, or if somehow a whole bunch of digital content profits are now being attributed to the retail division but revert to Nook Media post-acquisition.)

For what it’s worth, TC says the MSFT documents value BKS as presently constituted at $1.66 billion.

4.  MSFT is anything but a shrewd acquirer, in my view.  Just look at its $40+ billion bid for YHOO in 2007 (it has taken a 70% rise in YHOO’s stock price over the past year for that company to recover to a market cap of $30 billion-).

5.  Nook Media may be MSFT’s best alternative–and it may feel it can’t allow the business to die.

I don’t have an investment opinion about BKS.  I don’t own the stock and I have no inclination to be a buyer.  Any holder must ask himself where he sees upside from the current level, and how much that might be.

PS:  I wonder who leaked the documents   …and why.

demise of the e-reader: implications

e-reader sales

A Christmas Eve Financial Times article indicates that while e-reader sales in 2012 will still be robust, the category may be on the brink of a rapid decline in popularity.  Its source is IHS iSuppli.   I’ve found the data in a graph from emarketer.com (note the convoluted chain of attribution–PSI cites emarketer, which in turn cites CNET citing IHS).

The reason for the falloff?   …the rise of light, powerful cheap multi-function tablets, which can serve as e-readers as well as do a lot of other stuff, for within a reasonable distance of the price of a dedicated e-reader alone.  This development wouldn’t be surprising, since the multi-function smartphone has replaced the dedicated music player for many users.

(The above is what I see as the consensus view. It’s not a unanimous one, though.   The Market Intelligence and Consulting Institute, which presumably has special insight into the Taiwanese companies that actually make the e-readers, predicts a bounceback in sales for 2013.  So we should at least keep in mind that the consensus may not be correct.)

Implications, if the FT is right?

In a world where the decision on what merchant to buy an e-book from hinges on what dedicated e-reader you own, the firm with the largest number of e-readers in circulation (Amazon) should be the dominant factor.  Other, non-compatible e-reader makers, like Barnes and Noble, should have small relative market shares.  Other would-be booksellers are footnotes, at best.

The game changes substantially, I think, if the key decision becomes what app the potential buyer has on his tablet.  That’s because any customer can download a new book app with a couple of taps.  Unlike the case with music, where users may want to construct playlists, it probably doesn’t matter much whether one’s entire library is on one app or several.  So the key factor in the purchase decision probably comes down to price.

It’s possible that AMZN can develop a tablet that’s the full equivalent of a Samsung or Google offering.  The performance of the Kindle Fire suggests that’s not likely.  But, if it can, perhaps AMZN can preserve its “ecosystem” with avid readers for a while longer.  And in doing so it would be able to bar the download of other booksellers’ apps onto its machines.

Personally, I doubt Barnes and Noble will be able to create a viable tablet.  Yes, it does have its alliance with MSFT.  But that only seems to me to guarantee that BKS can have the Zune of tablets.

AAPL is in an unusual position.  Its strategy has been to generate superior profits by selling up-market devices at premium prices.  Does it want to compete in the (eventual) $100 tablet market?  My off-the-cuff guess is that it doesn’t.  By default, this makes AAPL less of a player in the e-book market.

On the one hand, this would make the big publishers’ alliance with AAPL of a few years ago look extremely short-sighted.  On the other, it creates the opportunity for them to have a common app that bypasses both BKS and AMZN.

the stocks?

Any restructuring book distribution by cutting out dedicated e-readers is obviously not a reason for the companies that control the e-reader market to celebrate.  The biggest single loser, I think, is potentially BKS, since AMZN has 3x the market share in e-books that BKS has.  It isn’t that AMZN escapes the change unscathed.  But it already has lower prices than BKS; its large relative size gives it another big advantage in the price-drive. environment I think will develop.  Also, it’s not clear that AAPL will abandon the up-market strategy that snatched it out of the jaws of bankruptcy to become a serious competitor in the mass tablet market.

All in all, I score the situation as a net plus for AMZN.

The wildcard is potential new competitors who might be able do offer superior app performance.

bankruptcy of Borders Group: implications for Barnes & Noble (BKS)

Borders’ bankruptcy

Last week BGP filed for a reorganization under Chapter 11 of the Bankruptcy Code and announced it had subsequently received new financing from GE Capital.

This wasn’t a big surprise, given that BGP had been reported for some time to be withholding payments to book publishers and to its landlords in order to conserve cash.  What would it be “conserving” this cash for?   –to pay salaries and keep the lights on in the bookstores and warehouses, for one thing  It’s also possible that some of its suppliers had noted Borders’ deteriorating financial condition and were asking for cash payment before shipping new merchandise.

Chapter 7 vs. Chapter 11

Bankruptcy in the US generally comes in two flavors:

–Chapter 7, or liquidation, where the debtor is considered defunct.  In this case, the bankruptcy action consists in selling the assets and distributing proceeds to creditors.

–Chapter 11, or reorganization with the debtor remaining in control. The main thrust is to put the enterprise into position to have a second chance at success.  The firm continues to operate while it restructures.  It may terminate or renegotiate contracts, including leases, under the supervision/assistance of the bankruptcy judge.  Typically, common shareholders and trade creditors are wiped out completely.   Debtholders exchange their obligations for stock in the revamped company that emerges from from the bankruptcy proceeding.

To some extent, bankruptcy can become a self-fulfilling prophecy.  Suppliers typically study the finances of their customers carefully.  They may reduce–or even stop completely–shipments at the first whiff of trouble.  Or they may ask for cash upfront instead of extending credit.  And why not, since their receivables are most likely a total loss once a customer files for bankruptcy.  The result, however, is that the store in question may no longer have the best merchandise, or the former large variety, in stock  …which means more customers stop coming.

reports of the Borders plan

Reports in the blogosphere and in newspapers suggest that book publishers want Borders to shrink its floorspace by about a third in its reorganization.

positive news for BKS?

The stock did go up about 10% last week, as the rumors of an imminent Chapter 11 filing by Borders swirled. So someone must think this is a big plus for BKS..

My guess, however, is that the demise of the current Borders will do little good for BKS.  Three reasons:

1.  Borders will continue to operate, although in about a one-third smaller form.

2.  In a case that I think is very similar to Borders/Barnes&Noble today, in 2009 consumer electronics retailer Circuit City went into liquidation.  How fast are the revenues of rival Best Buy growing today, without competition from Circuit City?  In the US, they’re not growing much  at all.  In fact, on a comparable store basis, they’re actually declining.

How so?  Circuit City’s customers didn’t all flock to Best Buy.  As I see it, the chain’s demise accelerated the trend of consumer electronics sales to a newer technology, the internet, and to the big discounters like Wal-Mart.

In the bookstore instance, the biggest effect of Borders’ shrinkage in size may well be a speeding up in the adoption rate for e-readers.   My feeling is that most of the new business will go to Amazon, not Barnes and Noble, although thee may be some shifting of Barnes and Noble’s bricks-and-mortar customers to the Nook.

3.  Another, somewhat older–but still pertinent, I think–pattern of industry development comes from toy retailing.  As I interpret the data, every year in the first half of the Nineties big discounters like WMT and TGT took market share from Toys R Us.  But every year, Toys R Us took market share away from small independent toy retailers, so it was relatively unaffected by the loss of customers was experiencing.  But then, sometime in the mid-Nineties, there were no more small independents left for Toys R Us to take market share from.  Toys had killed all the ones who were going to die.  The competitive situation had therefore been reduced to Toys R Us vs. the big discounters.  From that point on, TRU was in trouble.

I think that we may be seeing the same mid-Nineties situation emerging in the book industry, with BKS playing the role of Toys R Us, Borders and small independent bookstores the part of the small toy retailers, and Amazon and WMT being the equivalent of WMT/TGT.  If Borders and the small booksellers (who appear to be enjoying a resurgence, by the way) have no more market share to give up, then the new competitive dynamic is between BKS and AMZN.  Of course, AAPL may take some market share as well.

Given that different e-reader systems are mutually incompatible, would you feel more comfortable buying one from a company with a market cap of $84 billion (AMZN) or $1 billion (BKS); with $8 billion in net cash (i.e., after repaying all debt) on the balance sheet (AMZN) or a comparable number we won’t know for sure until reporting time, but which is probably going to be only mildly positive (BKS).  In this case, I think size will count for a lot.


An ISS voting recommendation adds 9%+ to the value of BKS: does this make sense?

My guess is that it doesn’t.  But this will be an interesting case to watch.

Barnes and Noble

The management of BKS, the Riggio family, is locked in a struggle with dissident shareholders, Ron Burkle and Peter Eichler, over the strategic direction the bookseller should take.  Each side controls about a third of the stock.  The Burkle group has nominated three candidates to oppose management’s selections in the upcoming shareholder vote for members of the company’s board of directors at the firm’s annual meeting.

Both sides are actively campaigning for their candidates.  That’s where Institutional Shareholder Services (ISS), a part of the MSCI asset management consulting conglomerate MSCI, comes in.

what does ISS do?

Each year, a publicly traded company will prepare a list of proposals that it needs a favorable vote of shareholders to implement.  The list varies from company to company, and country to country, but almost always includes names of candidates for election to the firm’s board of directors.  The document that contains this list is called a proxy statement. In the US, companies file the proxy statement with the SEC and send copies, along with what amounts to an absentee voting ballot, to its shareholders.

Over the past twenty years or so, government regulation has more closely defined the obligations of registered third-party investment advisers, like mutual fund or pension fund money managers, toward voting the shares of stock they hold for their clients.  Current SEC rules require that investment advisers:

–vote the shares they control,

–vote in the best interests of their clients, and

–let clients know what they’re doing, and why.

This is a large legal and administrative burden for an asset management company, which may hold thousands of different stocks in its portfolios.  And if a money management firm performs this task completely by itself, it risks being second-guessed or possibly sued for actions it takes.  So virtually everyone hires a proxy consulting firm, both to ease the administrative burden and as insurances agains possible lawsuit.

ISS is the largest and most influential proxy advisory firm.  It has been in business since 1985, about the time voting clients’ shares started to become a hot-button issue.  ISS analyzes and makes voting recommendations to its clients–primarily asset management companies–on matter contained in publicly traded companies’ proxy statements.  Yes, someone–more likely, a committee of investment professionals–in the asset management firm will review the proxy and cast the firm’s vote.  But in addition to the proxy, he will have a detailed ISS report in his hand.  As a practical matter, he/they will either follow the ISS recommendations, or extensively document the instances where the vote is in the other direction.

The bottom line:  ISS has immense influence in directing the votes of institutional shareholders of stock.  And for most publicly traded companies, institutions hold a majority of the shares.

the BKS case…

In the case of BKS, ISS has recommended voting for the dissident board nominees, not management’s.  Hence the spike upward in BKS stock yesterday.

…is not a typical one

BKS has a market capitalization of about $1 billion.  That’s tiny, but it still overstates the liquidity of the stock.  In addition, the Riggio family + the dissidents own about two-thirds of the shares.  That means that the “float,” that is, the shares available for ordinary trading, amounts to only about $350 million.

Average trading volume is about one million shares a day–or about $15 million worth.  So an institution would figure to be able to trade at most $2-$3 million a day without making a lot of noise in the market.  Even that might require very skillful trading.

In other words, BKS is too small and too illiquid for most institutions.

conclusions

My guess is that the ISS recommendation is going to have little effect on BKS voting.  Institutions probably don’t own the stock, and non-institutions don’t know–or care–who ISS is.

I think retail investors hold most of the float.  That’s important.  Typically, retail investors are intensely loyal to the incumbent management, even in cases where this attitude seems to fly in the face of common sense and the retail investor’s own economic interest.

There is, of course, the wider issue of whether having  Mr. Riggio or Mr. Burkle calling the shots will make any difference for a firm whose market is undergoing rapid structural change.

As I said at the outset, this vote should be interesting to watch.