Amazon, Borders, Barnes & Noble: What’s Going On?

Prompted by various articles and blog posts regarding the book industry and the economy I decided to check—granted in a superficial and amateurish way—the financials of three companies in the Book Industry. The companies are:

Amazon.com Inc
Borders Group Inc.
Barnes & Noble Inc.

What follows is some numbers and interesting tidbits found in the companies' 2007 Annual Reports, mixed with personal commentary.


Let’s not forget that Amazon sells a lot more products than just books, DVD’s, Magazines and music which are the sole products of the other chains that we use as a comparison. Of course, the advantage that Amazon has is enormous, especially since it knows how to take advantage of the new media opportunities (e.g. Kindle), among other things.


According to its 2007 Annual report Barnes& Noble is planning to open up to 40 stores in 2008, and to invest further in Internet activities after the positive response they’ve had so far. Also, they’ve been repurchasing stocks, which generally results into better earnings per share ratio, which in turn makes the stock more attractive.

Overall, Barnes & Noble is doing well. They’re expanding, their financials are healthy. They have good cash flows and the stock is doing well too. Losses are caused mainly due to stores being shut down, while sales follow an increasing trend. On the other hand, the B. Dalton chain sales show a decreasing trend.


Here’s the Business Strategy according to the Borders Group 2007 Annual Report:
“Strategic alternatives review process. On March 20, 2008, the Company announced that it would undergo a strategic alternative review process. J.P.Morgan Securities Inc. and Merrill Lynch & Co. have been retained as the Company’s financial advisors to assist in this process. The review will include the investigation of a wide range of alternatives including the sale of the Company and/or certain divisions for the purpose of maximizing shareholder value”

Things aren’t going well, that’s for sure. But lots of things could be done to fix this. Wonder though, who would be interested in the purchase of the company’s divisions…

What’s interesting is that apparently (unless I misunderstood) the websites that operate under the Borders.com and Waldenbooks.com URLS have agreements with Amazon.com. “Under these agreements, Amazon is the merchant of record for all sales made through the Web Sites, and determines all prices and other terms and conditions applicable to such sales. Amazon is responsible for the fulfillment of all products sold through the Web Sites and retains all payments from customers. The Company receives referral fees for products purchased through the Web Sites…As previously discussed, the Company plans to launch its proprietary e-commerce Web site during the spring of fiscal 2008.”

What I found surprising is that, according to Yahoo Finance, Amazon’s direct, public competitors are Barnes & Noble and EBay. I really wouldn’t consider EBay a direct competitor to Amazon…then I came across this NYT article “Amid the Gloom, an E-Commerce War” which compares the development of the two companies. I still stand by my opinion.

As for Barnes & Noble and Border’s competitors we see the same companies:

Amazon
Barnes & Noble
Border Group
Books-A-Million Inc.

I was also surprised by some of the answers—or maybe it was the optimistic vibe I got from the interview as a whole—of President and Chief Executive Officer of Borders Group, Inc., George Jones.

Generally, I agree with Mr. Jones regarding Borders’ advertising and the strong advantage Borders has through its various programs, and it is certainly one of their strong points in terms of their development in the future.

By his comments regarding the Border’s website I’m guessing he is referring to the agreements with Amazon (although whether these are terminated isn’t that clear…). Regardless, the way I see it this is another strong point of the group versus its competitors. First, its revenues will increase, but more important, isn’t it a big deal that Amazon got to actually determine the prices under those agreements?

And since we are talking about Borders, here's two other Borders-related posts, “What If Amazon Bought Borders?” and “Where is everybody?”

The first one, among other things, offers this quote:

“Recently William Ackerman, a major Borders shareholder, suggested they should sell to Amazon instead (of B&N). That probably won't happen, but his reasoning is clear. Barnes & Noble is old news. Amazon is the future.”

and the second talks about the Borders Concept Stores…

Such initiatives, along with proven practices, such as the events Borders stores organize(and I’m not referring to just author book readings, but also events such as the recent Halloween-themed events) show the potential of the group. Generally speaking, I find Barnes & Noble and Borders two companies that are based on the same format, logic and practices. I doubt Amazon would be interested in acquiring any such company…but here’s my question: Barnes & Noble may very well be old news but is Borders?

Of course, the problem is that Barnes & Noble at this point is at an OK financial position, and Borders isn’t.

Finally, since a recent Publisher's Lunch article on the bad economy and the book industry, mostly offered stock prices of companies, here are some numbers and their corresponding dates (the first date in each table is the year (not the day) of the companies’ respective IPO’s).

The Bailout Plan - Has Anyone Actually Read It?

Today, I decided to have a “quick” look at the “Emergency Economic Stabilization Act of 2008’’, a.k.a. the Bailout Plan.

Are you laughing already? No? You should. First of all, there’s no such thing as a “quick look” when you’re referring to a 451 page document.

Moving on, these past few weeks I’ve glanced or was simply informed of the following info regarding the Bailout Plan, hereon referred to as the Plan:

1. $700 billion for the government to buy mortgage-backed assets, a.k.a. “toxic” assets
2. Mental Health is benefited (info acquired through a New York Times article title)
3. $700 billion plan didn’t pass
4. Amended plan passed
5. Quote from watching a Bill Maher clip on YouTube referring to $800 billion instead of $700 billion. Surprisingly, I hadn’t come across this number to any of the various economic news resources I skim through at every day. Did come across this number though “glancing through” the other, the non-bailout part of the Plan. Here’s a small part of the text mentioning the $800 billion (on page 142):

“5 BONDS DESIGNATED.—There is a national new clean renewable energy bond limitation of $800,000,000 which shall be allocated by the Secretary as provided in paragraph (3), except that—“

6. Kept hearing in various US media that this is Main Street bailing out Wall Street, but is it? Yes, the derivatives that caused this mess were constructed by the Wall Street quants—they profited, they’ve already profited, but is it them that the government is bailing out? The damage is done, whoever profited already has, whoever lost already has too—now people, along with institutional investors are losing their investments and/or their homes (people) and that’s a problem, along with bankruptcies that cause liquidity problems and thus slow down the economy (difficult and costly borrowing / no investments).

What was I expecting to read?

In brief, a few paragraphs explaining what plans to do to alleviate the crisis.

Also, a lot more specifics, e.g. estimated gains/losses, estimated time plan. Now, I understand that was not possible at the time, since it's a time consuming and difficult task, but they did promise to provide all these specifics once the plan went into action. I, for one, am waiting...

What I ended up reading?

A few little things regarding the bailout plan, e.g. how much money, how and who will benefit, and a million other things…

The bailout part of the Plan ended on page 112, the “a million other things” began on page 113 with the title “DIVISION B—ENERGY IMPROVEMENT AND EXTENSION ACT 13 OF 2008”.

Important facts of the Plan (as inferred by reading the document):

1. The government will be buying mortgage-backed securities, thus improving the balance sheets of certain financial institutions.

But:

• it gets guarantees relating to such assets
• the plan is to handle this assets as a financial institution, meaning it will either have losses or gains on its “investment” (i.e. its not buying complete air)
• by buying these assets helps homeowners (and people who rent apparently?) not to lose their homes
• by helping the financial institutions, the general economy benefits overall
• it authorizes the use of $700 billion, gradually, which means not the whole amount might end up being used (for details see the last two paragraphs of this post).

To Download a copy of the Plan go here: http://financialservices.house.gov

To read an article referring to the non-bailout part of the Plan go here: "Bailout (of rum, arrows, race tracks)"

Below are some selected lines from the bailout part of the Plan or, if you prefer, a short video version of that:

PREMIUMS.—

6 (1) IN GENERAL.—The Secretary shall collect premiums from any financial institution participating in the program established under subsection (a). Such premiums shall be in an amount that the Secretary determines necessary to meet the purposes of this Act and to provide sufficient reserves pursuant to paragraph (3).

(3) MINIMUM LEVEL.—The premiums referred to in paragraph (1) shall be set by the Secretary at a level necessary to create reserves sufficient to meet anticipated claims, based on an actuarial analysis, and to ensure that taxpayers are fully protected.

SEC. 103. CONSIDERATIONS.

In exercising the authorities granted in this Act, the Secretary shall take into consideration—(1) protecting the interests of taxpayers by maximizing overall returns and minimizing the impact on the national debt; (2) providing stability and preventing disruption to financial markets in order to limit the impact on the economy and protect American jobs, savings, and retirement security; (3) the need to help families keep their homes and to stabilize communities; (4) in determining whether to engage in a direct purchase from an individual financial institution, the long-term viability of the financial institution in determining whether the purchase represents the most efficient use of funds under this Act; (5) ensuring that all financial institutions are eligible to participate in the program, without discrimination based on size, geography, form of organization, or the size, type, and number of assets eligible for purchase under this Act;

1 (6) providing financial assistance to financial institutions, including those serving low- and moderate-income populations and other underserved communities, and that have assets less than $1,000,000,000, that were well or adequately capitalized as of June 30, 2008, and that as a result of the devaluation of the preferred government-sponsored enterprises stock will drop one or more capital levels, in a manner sufficient to restore the financial institutions to at least an adequately capitalized level;

(7) the need to ensure stability for United States public instrumentalities, such as counties and cities, that may have suffered significant increased costs or losses in the current market turmoil; (8) protecting the retirement security of Americans by purchasing troubled assets held by or on be half of an eligible retirement plan described in clause(iii), (iv), (v), or (vi) of section 402(c)(8)(B) of the Internal Revenue Code of 1986, except that such authority shall not extend to any compensation arrangements subject to section 409A of such Code;1 (9) the utility of purchasing other real estate owned and instruments backed by mortgages on multifamily properties.

16 (d) TRANSFER TO TREASURY.—Revenues of, and proceeds from the sale of troubled assets purchased under this Act, or from the sale, exercise, or surrender of warrants or senior debt instruments acquired under section 113 shall be paid into the general fund of the Treasury for reduction of the public debt.

9 SEC. 109. FORECLOSURE MITIGATION EFFORTS.

(a) RESIDENTIAL MORTGAGE LOAN SERVICING STANDARDS.—To the extent that the Secretary acquires mortgages, mortgage backed securities, and other assets secured by residential real estate, including multifamily housing, the Secretary shall implement a plan that seeks to maximize assistance for homeowners and use the authority of the Secretary to encourage the servicers of the underlying mortgages, considering net present value to the taxpayer, to take advantage of the HOPE for Homeowners Program under section 257 of the National Housing Act or other available programs to minimize fore closures. In addition, the Secretary may use loan guarantees and credit enhancements to facilitate loan modifications to prevent avoidable foreclosures.

(b) COORDINATION.—The Secretary shall coordinate with the Corporation, the Board (with respect to any mortgage or mortgage-backed securities or pool of securities held, owned, or controlled by or on behalf of a Federal reserve bank, as provided in section 110(a)(1)(C)), the Federal Housing Finance Agency, the Secretary of Housing and Urban Development, and other Federal Government entities that hold troubled assets to attempt to identify opportunities for the acquisition of classes of troubled assets that will improve the ability of the Secretary to improve the loan modification and restructuring process and, where permissible, to permit bona fide tenants who are current on their rent to remain in their homes under the terms of the lease. In the case of a mortgage on a residential rental property, the plan required under this section shall include protecting Federal, State, and local rental subsidies and protections, and ensuring any modification takes into account the need for operating funds to main tain decent and safe conditions at the property.

18 (c) CONSENT TO REASONABLE LOAN MODIFICATION REQUESTS.—Upon any request arising under existing investment contracts, the Secretary shall consent, where appropriate, and considering net present value to the tax payer, to reasonable requests for loss mitigation measures, including term extensions, rate reductions, principal write downs, increases in the proportion of loans within a trust or other structure allowed to be modified, or removal of other limitation on modifications.

10 (b) HOMEOWNER ASSISTANCE BY AGENCIES.—

(1) IN GENERAL.—To the extent that the Federal property manager holds, owns, or controls mortgages, mortgage backed securities, and other assets secured by residential real estate, including multifamily housing, the Federal property manager shall implement a plan that seeks to maximize assistance for homeowners and use its authority to encourage the servicers of the underlying mortgages, and considering net present value to the taxpayer, to take advantage of the HOPE for Homeowners Program under section 257 of the National Housing Act or other available programs to minimize foreclosures.

(2) MODIFICATIONS.—In the case of a residential mortgage loan, modifications made under paragraph (1) may include—

(A) reduction in interest rates;

(B) reduction of loan principal; and

(C) other similar modifications.

(3) TENANT PROTECTIONS.—In the case of mortgages on residential rental properties, modifications made under paragraph (1) shall ensure—(A) the continuation of any existing Federal, State, and local rental subsidies and protections; and (B) that modifications take into account the need for operating funds to maintain decent and safe conditions at the property.

1 (b) DIRECT PURCHASES.—(1) IN GENERAL.—Where the Secretary determines that the purposes of this Act are best met through direct purchases of troubled assets from an individual financial institution where no bidding process or market prices are available, and the Secretary receives a meaningful equity or debt position in the financial institution as a result of the transaction, the Secretary shall require that the financial institution meet appropriate standards for executive compensation and corporate governance. The standards required under this subsection shall be effectivefor the duration of the period that the Secretary holds an equity or debt position in the financial institution.

16 (2) CRITERIA.—The standards required under this subsection shall include—(A) limits on compensation that exclude incentives for senior executive officers of a financial institution to take unnecessary and excessive risks that threaten the value of the financial institution during the period that the Secretary holds an equity or debt position in the financial institution;

1 (B) a provision for the recovery by the financial institution of any bonus or incentivecompensation paid to a senior executive officer based on statements of earnings, gains, or other criteria that are later proven to be materially inaccurate; and (C) a prohibition on the financial institution making any golden parachute payment to its senior executive officer during the period 10 that the Secretary holds an equity or debt position in the financial institution.

(3) DEFINITION.—For purposes of this section, the term ‘‘senior executive officer’’ means an individual who is one of the top 5 highly paid executives of a public company, whose compensation is required to be disclosed pursuant to the Securities ExchangeAct of 1934, and any regulations issued there under, and non-public company counterparts.

19 (c) AUCTION PURCHASES.—Where the Secretary determines that the purposes of this Act are best met through auction purchases of troubled assets, and only where such purchases per financial institution in the aggregate exceed $300,000,000 (including direct purchases), the Secretary shall prohibit, for such financial institution, any new employment contract with a senior executive officer that provides a golden parachute in the event of an involuntary termination, bankruptcy filing, insolvency, or receivership. The Secretary shall issue guidance to carry out this paragraph not later than 2 months after the date of enactment of this Act, and such guidance shall be effective upon issuance.

21 SEC. 113. MINIMIZATION OF LONG-TERM COSTS AND MAXI

MIZATION OF BENEFITS FOR TAXPAYERS.

(a) LONG-TERM COSTS AND BENEFITS.— (1) MINIMIZING NEGATIVE IMPACT.—The Secretary shall use the authority under this Act in a manner that will minimize any potential long-term negative impact on the taxpayer, taking into account the direct outlays, potential long-term returns on assets purchased, and the overall economic benefits of the program, including economic benefits due to improvements in economic activity and the availability of credit, the impact on the savings and pensions of individuals, and reductions in losses to the Federal Government.

(2) AUTHORITY.—In carrying out paragraph (1), the Secretary shall—(A) hold the assets to maturity or for resale for and until such time as the Secretary determines that the market is optimal for selling such assets, in order to maximize the value for taxpayers; and (B) sell such assets at a price that the Secretary determines, based on available financial analysis, will maximize return on investment for the Federal Government.

21 (3) PRIVATE SECTOR PARTICIPATION.—The Secretary shall encourage the private sector to participate in purchases of troubled assets, and to invest in financial institutions, consistent with the provisions of this section.

1 (b) USE OF MARKET MECHANISMS.—In making purchases under this Act, the Secretary shall—(1) make such purchases at the lowest price that the Secretary determines to be consistent with the purposes of this Act; and (2) maximize the efficiency of the use of taxpayer resources by using market mechanisms, including auctions or reverse auctions, where appropriate.

10 (c) DIRECT PURCHASES.—If the Secretary determines that use of a market mechanism under subsection (b) is not feasible or appropriate, and the purposes of the

Act are best met through direct purchases from an individual financial institution, the Secretary shall pursue additional measures to ensure that prices paid for assets are reasonable and reflect the underlying value of the asset.

17 (d) CONDITIONS ON PURCHASE AUTHORITY FOR WARRANTS AND DEBT INSTRUMENTS.— (1) IN GENERAL.—The Secretary may not purchase, or make any commitment to purchase, any troubled asset under the authority of this Act, unless the Secretary receives from the financial institution from which such assets are to be purchased— (A) in the case of a financial institution, the securities of which are traded on a national securities exchange, a warrant giving the right to the Secretary to receive nonvoting common stock or preferred stock in such financial institution, or voting stock with respect to which, the Secretary agrees not to exercise voting power, as the Secretary determines appropriate; or (B) in the case of any financial institution other than one described in subparagraph (A), a warrant for common or preferred stock, or a senior debt instrument from such financial institution, as described in paragraph (2)(C).

13 (2) TERMS AND CONDITIONS.—The terms and conditions of any warrant or senior debt instrument required under paragraph (1) shall meet the following requirements:

17 (A) PURPOSES.—Such terms and conditions shall, at a minimum, be designed—

19 (i) to provide for reasonable participation by the Secretary, for the benefit of taxpayers, in equity appreciation in the case of a warrant or other equity security, or a reasonable interest rate premium, in the case of a debt instrument; and 1 (ii) to provide additional protection for the taxpayer against losses from sale of assets by the Secretary under this Act and the administrative expenses of the TARP.

5 (B) AUTHORITY TO SELL, EXERCISE, OR SURRENDER.—The Secretary may sell, exercise, or surrender a warrant or any senior debt instrument received under this subsection, based on the conditions established under sub paragraph (A).

11 (C) CONVERSION.—The warrant shall provide that if, after the warrant is received by the Secretary under this subsection, the financial institution that issued the warrant is no longer listed or traded on a national securities exchange or securities association, as described in paragraph (1)(A), such warrants shall convert to senior debt, or contain appropriate protections for the Secretary to ensure that the Treasury is appropriately compensated for the value of the warrant, in an amount determined by the Secretary.

23 (D) PROTECTIONS.—Any warrant representing securities to be received by the Secretary under this subsection shall contain anti dilution provisions of the type employed in capital market transactions, as determined by the Secretary. Such provisions shall protect the value of the securities from market transactions such as stock splits, stock distributions, dividends, and other distributions, mergers, and other forms of reorganization or recapitalization.

9 (E) EXERCISE PRICE.—The exercise price for any warrant issued pursuant to this subsection shall be set by the Secretary, in the interest of the taxpayers.

13 (F) SUFFICIENCY.—The financial institution shall guarantee to the Secretary that it has authorized shares of nonvoting stock available to fulfill its obligations under this subsection.Should the financial institution not have sufficient authorized shares, including preferred shares that may carry dividend rights equal to a multiple number of common shares, the Secretary may, to the extent necessary, accept a senior debt note in an amount, and on such terms as will compensate the Secretary with equivalent value, in the event that a sufficient 1 shareholder vote to authorize the necessary additional shares cannot be obtained.

19 SEC. 114. MARKET TRANSPARENCY.

(a) PRICING.—To facilitate market transparency, the Secretary shall make available to the public, in electronic form, a description, amounts, and pricing of assets acquired under this Act, within 2 business days of purchase, trade, or other disposition.

12 SEC. 115. GRADUATED AUTHORIZATION TO PURCHASE.

(a) AUTHORITY.—The authority of the Secretary to purchase troubled assets under this Act shall be limited as follows:

(1) Effective upon the date of enactment of this Act, such authority shall be limited to

$250,000,000,000 outstanding at any one time. (2) If at any time, the President submits to the Congress a written certification that the Secretary needs to exercise the authority under this paragraph, effective upon such submission, such authority shall be limited to $350,000,000,000 outstanding at any 24 one time.

1 (3) If, at any time after the certification in paragraph (2) has been made, the President transmits to the Congress a written report detailing the plan of the Secretary to exercise the authority under this paragraph, unless there is enacted, within calendar days of such transmission, a joint resolution described in subsection (c), effective upon the expiration of such 15-day period, such authority shall be limited to $700,000,000,000 outstanding at any one time.