<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
\X\ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
\ \ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ______________
Commission File Number: 0-26063
barnesandnoble.com inc.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 13-4048787
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
76 Ninth Avenue, New York, NY 10011
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(212) 414-6000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Number of shares of $.001 par value Class A Common Stock, Class B Common Stock
and Class C Common Stock outstanding as of October 31, 2000 was 31,313,591, one
and one, respectively.
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barnesandnoble.com inc.
September 30, 2000
Index to Form 10-Q
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Page No.
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PART I - FINANCIAL INFORMATION
Item 1: Financial Statements......................................................... 3
Item 2: Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 10
Item 3: Quantitative and Qualitative Disclosure About Market Risk.................... 17
PART II - OTHER INFORMATION
Item 1: Legal Proceedings............................................................ 18
Item 2: Changes in Securities and Use of Proceeds ................................... 18
Item 3: Defaults upon Senior Securities.............................................. 18
Item 4: Submission of Matters to a Vote of Security Holders.......................... 18
Item 5: Other Information............................................................ 19
Item 6: Exhibits and Reports on Form 8-K............................................. 19
Signatures................................................................... 20
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2
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PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
barnesandnoble.com inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of dollars, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------ -----------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999 (1)
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net sales (2) $ 74,073 $ 46,999 $ 215,476 $ 117,494
Cost of sales 59,221 38,959 179,273 94,458
--------- --------- --------- ---------
Gross profit 14,852 8,040 36,203 23,036
--------- --------- --------- ---------
Operating expenses:
Marketing and sales (2) 31,048 24,050 90,555 64,033
Technology and web site
development 10,723 5,251 26,665 12,819
General and administrative 5,598 4,749 17,999 12,246
Depreciation and amortization 9,236 3,780 23,980 10,246
Stock based compensation -- -- 11,740 --
Equity in net loss of equity investments
including related amortization
of intangibles 11,090 -- 21,872 --
--------- --------- --------- ---------
Total operating expenses 67,695 37,830 192,811 99,344
Operating loss (52,843) (29,790) (156,608) (76,308)
Interest income, net 4,814 7,913 19,010 12,259
--------- --------- --------- ---------
Loss before minority interest (48,029) (21,877) (137,598) (64,049)
Minority interest 37,769 17,502 108,624 51,104
--------- --------- --------- ---------
Net loss $ (10,260) $ (4,375) $ (28,974) $ (12,945)
========= ========= ========= =========
Basic and diluted loss before minority
interest per share $ (0.33) $ (0.15) $ (0.94) $ (0.45)
Basic and diluted weighted average shares
outstanding if converted (1) 146,118 143,972 145,644 143,831
Basic and diluted net loss per common share $ (0.33) $ (0.15) $ (0.94) $ (0.45)
Basic and diluted weighted average common
shares outstanding 31,118 28,802 30,644 28,772
</TABLE>
(1) Represents pro forma results as if the shares issued in the initial
public offering of barnesandnoble.com inc. and the acquisition of the
interest in barnesandnoble.com llc were completed as of the beginning
of the earliest period presented.
(2) In accordance with the Emerging Issues Task Force Issue No. 00-14,
"Accounting for Certain Sales Incentives" ("EITF 00-14"), expenses
related to coupon redemptions, formerly classified as marketing and
sales expense, are now recorded as a reduction to sales. EITF 00-14
requires the implementation of this change effective within all
reporting periods beginning in the fourth quarter of the fiscal year
beginning after December 15, 1999, and also requires all prior periods
to be reclassified to reflect this modification.
See accompanying notes to financial statements.
3
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barnesandnoble.com inc.
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars, except per share data)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 24,052 $ 247,403
Marketable securities 190,373 230,644
Receivables, net 17,738 15,520
Merchandise inventories 39,507 3,886
Prepaid expenses and other current assets 15,696 8,161
--------- ---------
Total current assets 287,366 505,614
--------- ---------
Fixed assets, net 147,977 97,854
Long term marketable securities 71,852 71,852
Other non-current assets 48,121 4,198
--------- ---------
Total assets $ 555,316 $ 679,518
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,642 $ 19,204
Accrued liabilities 48,242 39,627
Due to affiliate 20,907 17,109
--------- ---------
Total current liabilities 70,791 75,940
--------- ---------
Minority interest 384,514 482,896
Stockholders' equity:
Preferred Stock: $0.001 par value; 50,000,000 shares authorized;
none issued and outstanding __ __
Common Stock Class A; $0.001 par value; 750,000,000 shares
authorized; 31,268,591 and 29,347,067 shares issued and
outstanding, respectively 31 29
Common Stock Class B; $0.001 par value; 1,000 shares authorized;
1 and 1 shares issued and outstanding, respectively __ __
Common Stock Class C; $0.001 par value; 1,000 shares authorized;
1 and 1 shares issued and outstanding, respectively __ __
Paid-in capital 142,753 134,452
Accumulated deficit (42,773) (13,799)(1)
--------- ---------
Total stockholders' equity 100,011 120,682
--------- ---------
Commitments and contingencies
Total liabilities and stockholders' equity $ 555,316 $ 679,518
========= =========
</TABLE>
(1) Represents accumulated deficit of barnesandnoble.com inc. since the
Company's initial public offering on May 25, 1999.
See accompanying notes to financial statements.
4
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barnesandnoble.com inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)
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<CAPTION>
Nine months ended
-----------------
September 30, September 30,
2000 1999 (1)
---- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (28,974) $ (12,945)
Adjustments to reconcile net loss to net cash flows from
operating activities:
Depreciation and amortization 23,980 10,246
Non-cash acquisition, disposition and investment
related costs 12,857 __
Increase in receivables, net (2,218) (8,747)
Increase in merchandise inventories (35,621) (2,128)
Decrease (increase) in prepaid expenses and other current
assets (7,535) 2,318
Increase (decrease) in accounts payable (17,562) 4,467
Increase in due to affiliate 3,798 5,343
Increase (decrease) in accrued liabilities 8,615 (1,528)
Minority interest in loss (108,624) (51,104)
--------- ---------
Net cash flows used in operating activities (151,284) (54,078)
--------- ---------
Cash flows from investing activities:
Purchases of fixed assets (73,141) (31,957)
Decrease (increase) in marketable securities 40,271 (291,383)
Decrease in restricted cash __ 50,393
Increase in other non-current assets (44,888) (35,668)
--------- ---------
Net cash flows used in investing activities (77,758) (308,615)
--------- ---------
Cash flows from financing activities:
Proceeds from initial public offering __ 484,382
Capital contributions from members __ 50,000
Proceeds from exercise of stock options 5,691 1,360
--------- ---------
Net cash flows from financing activities 5,691 535,742
--------- ---------
Net change in cash and cash equivalents (223,351) 173,049
Cash and cash equivalents at beginning of period 247,403 96,940
--------- ---------
Cash and cash equivalents at end of period $ 24,052 $ 269,989
========= =========
</TABLE>
(1) Represents pro forma results as if the shares issued in the initial
public offering of barnesandnoble.com inc. and the acquisition of the
interest in barnesandnoble.com llc were completed as of the beginning
of the earliest date presented.
See accompanying notes to financial statements.
5
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barnesandnoble.com inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and
September 30, 1999
(in thousands of dollars, except per share data)
(unaudited)
The unaudited consolidated financial statements include the accounts of
barnesandnoble.com inc. (the "Company") and barnesandnoble.com llc ("B&N.com").
In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly its consolidated
financial position as of September 30, 2000 and the results of its operations
and its cash flows for the nine months then ended. These consolidated financial
statements are condensed and therefore do not include all of the information and
footnotes required by generally accepted accounting principles. The consolidated
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1999. Operating results for
the nine months ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000.
1. ORGANIZATION
The Company is a holding company whose sole asset is a 21.3% equity
interest in B&N.com, an online retailer of knowledge, information, education and
entertainment related products, and whose sole business is currently acting as
sole manager of B&N.com. As sole manager of B&N.com, the Company controls all of
the affairs of B&N.com and as a result, B&N.com is consolidated with the
Company. Barnes & Noble, Inc. ("Barnes & Noble") and Bertelsmann A.G.
("Bertelsmann") each beneficially own a 39.35% equity interest (equivalent to an
aggregate sum of 115 million Membership Units) in B&N.com. Each Membership Unit
held by these companies is convertible into one share of the Company's Class A
Common Stock. As reflected in the statements of operations, the loss before
minority interest represents the total loss of B&N.com for the period and the
net loss represents the portion of the loss attributable to the Company
subsequent to the commencement of its activities as manager of B&N.com.
2. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the period reported. Actual results
could differ from these estimates.
3. INVESTMENTS
The Company invests certain of its excess cash in debt instruments of
the U.S. Government and its agencies, and of high quality corporate issuers. All
highly liquid instruments with an original maturity of three months or less are
considered cash equivalents; those with original maturities greater than three
months are considered marketable
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barnesandnoble.com inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and September 30, 1999
(in thousands of dollars, except per share data)
(unaudited)
securities. The Company classifies investments in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".
At September 30, 2000, investments in marketable securities consisted
primarily of highly liquid U.S. Treasury Securities, U.S. government agency
securities and investments in high quality corporate issuers and were classified
as held-to-maturity. Unrealized holding gains and losses at September 30, 2000
were not material.
4. STOCKHOLDERS' EQUITY
There are three classes of common stock authorized, issued and
outstanding: Class A Common Stock ("Class A Common"), Class B Common Stock
("Class B Common") and Class C Common Stock ("Class C Common"). The holders of
Class A Common generally have rights identical to holders of Class B Common and
Class C Common (collectively, "High Vote Stock"), except that each holder of
Class A Common is entitled to one vote per share and each holder of High Vote
Stock is entitled to the number of votes per share equal to: (i) ten, multiplied
by the sum of (a) the aggregate number of High Vote Stock owned by such holder
and (b) the aggregate number of Membership Units in B&N.com owned by such
holder; divided by (ii) the number of shares of High Vote Stock owned by such
holder. Pursuant to the Company's Amended and Restated Certificate of
Incorporation (the "Amended Charter"), the holders of the Class B Common Stock
and the holders of the Class C Common Stock have the right to each elect three
of the Company's directors. Otherwise, holders of Class A Common and High Vote
Stock (collectively "Common Stock") generally will vote together as a single
class on all matters (including the election of the directors who are not
elected directly by the holders of the High Vote Stock) presented to the
stockholders for their vote or approval, except as otherwise required by
applicable Delaware law.
The Board of Directors is authorized to issue up to an aggregate of 50
million shares of Preferred Stock. The rights and characteristics of the
Preferred Stock are at the discretion of the Board of Directors. As of September
30, 2000 there is no Preferred Stock issued or outstanding.
5. RECENT ACCOUNTING PRONOUNCEMENTS
In March 2000, the Emerging Issues Task Force ("EITF") of the Financial
Accounting Standards Board ("FASB") reached a consensus on EITF Issue No. 00-2,
"Accounting for Web Site Development Costs." This consensus provides guidance on
which types of Web development costs should be capitalized or expensed. The
consensus is effective for Web site development costs incurred for the fiscal
quarters beginning after June 30, 2000. The adoption of this consensus has not
had a material impact on the Company's financial position or results of
operations.
In March 2000, FASB issued FASB Interpretation No. 44 "Accounting for
Certain Transactions Involving Stock Based Compensation ("FIN 44")." FIN 44
clarifies the application of Accounting Principles Board Opinion No. 25 for
certain issues relating to stock compensation. FIN 44 is effective July 1, 2000,
but certain conclusions
7
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barnesandnoble.com inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and September 30, 1999
(in thousands of dollars, except per share data)
(unaudited)
in it cover specific events that occur after either December 15, 1998, or
January 12, 2000. To the extent that FIN 44 covers events occurring during the
period after December 15, 1998, or January 12, 2000, but before the effective
date of July 1, 2000, the effects of applying FIN 44 are recognized on a
prospective basis from July 1, 2000. On March 1, 2000 the Company repriced
approximately 5 million stock options and elected early adoption of FIN 44.
In March 2000, the EITF reached a consensus on EITF Issue No. 00-14,
"Accounting for Certain Sales Incentives." This consensus provides guidance on
the recognition, measurement, and income statement classification of sales
incentives which are offered voluntarily by a vendor without charge to customers
that can be used in, or that are exercisable by a customer as a result of, a
single exchange transaction. The Company has adopted this requirement and now
expenses related to coupon redemptions, formerly classified as marketing and
sales expense are recorded as a net reduction to sales. The EITF pronouncement
requires the implementation of this change effective within all reporting
periods beginning in the fourth quarter of the fiscal year beginning after
December 15, 1999, and also requires all prior periods to be reclassified to
reflect this modification.
In July 2000, the EITF reached a consensus on EITF Issue No. 99-19
"Reporting Revenue Gross as a Principal versus Net as an Agent." This consensus
provides guidance concerning under what circumstances a company should report
revenue, based on (a) the gross amount billed to a customer when the Company has
earned revenue from the sale of the goods or services or (b) the net amount
retained (that is, the amount billed to the customer less the amount paid to a
supplier) when the Company has earned a commission or fee. The consensus should
be applied by SEC registrants no later than the fourth quarter of a registrant's
fiscal year beginning after December 15, 1999. The adoption of this consensus,
which is consistent with the Company's accounting policies, has not had a
material impact on its financial position or results of operations.
In September 2000, the EITF reached a final consensus on EITF Issue No.
00-10 "Accounting for Shipping and Handling Fees and Costs." This consensus
requires that all amounts billed to a customer in a sales transaction related to
shipping and handling, if any, represent revenue and should be classified as
revenue. With respect to the classification of costs related to shipping and
handling incurred by the seller, the EITF determined that the classification of
such costs is an accounting policy decision that should be disclosed in footnote
format. It also determined that if such shipping costs or handling costs are
significant and are not included in cost of sales (that is, if those costs are
accounted for together or separately on other income statement line items), a
company should disclose both the amount(s) of such costs and the line item(s) on
the income statement in which they are included. Net sales reported by the
Company include revenue generated from outbound shipping and handling charges.
Costs related to inbound and outbound shipping are classified as cost of sales.
Fulfillment costs include distribution and customer service center expenses for
activities such as receiving of goods, picking of goods for shipment and
assembly for shipment. Fulfillment costs are included in marketing and sales.
For the nine months ended September 30, 2000 and September 30, 1999, fulfillment
costs of $33,822 and $17,444, respectively, were included in marketing and
sales.
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barnesandnoble.com inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000 and September 30, 1999
(in thousands of dollars, except per share data)
(unaudited)
6. INVESTMENTS IN EQUITY METHOD INVESTEES
The Company has made certain investments in business entities accounted
for under the equity method of accounting. The Company accounts for an
investment under the equity method if the investment gives the Company the
ability to exercise significant influence on such entity regarding operating and
financial policies. An investment of 20% or more of the voting stock typically
denotes such influence, in the absence of other evidence to the contrary.
In January 2000, B&N.com acquired a 32% common stock interest in
Enews.com ("Enews"), the largest retailer of magazine subscriptions on the
Internet, and warrants to acquire an additional 8% of common stock to expand its
presence in the growing on-line magazine subscription market. The purchase price
was $26,428 in cash and stock valued at $12,857. The Company has accounted for
this acquisition using the equity method of accounting. Pro forma results of
operations of Enews for the third quarter 1999 and the nine months ending
September 30, 1999 have not been included in the statement of operations as they
would not have had a material effect on the overall results of operations of the
Company.
In June 2000, B&N.com invested $20,000 in cash for a 25% equity stake
in MightyWords Inc. ("MightyWords"), a leading provider of digital content. The
Company has accounted for this acquisition using the equity method of
accounting. Pro forma results of operations of MightyWords for the third quarter
1999 have not been included as they would not have had a material effect on the
overall results of operations of the Company.
7. SUBSEQUENT EVENTS
In September 2000, B&N.com announced an agreement to acquire
Fatbrain.com Inc. ("Fatbrain"), the third largest online bookseller,
specializing in professional and technical titles for the corporate marketplace,
for $64,000 in a combination of 25 percent cash and 75 percent stock. The
transaction, which is subject to shareholder approval, has received the Hart
Scott Rodino clearance, and the shareholders of both companies will vote on the
merger on November 16, 2000. Assuming a favorable vote from shareholders of both
companies, B&N.com anticipates the transaction will close on or around November
17, 2000.
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Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The Company is a holding company whose sole asset is its 21.3 % equity
interest in B&N.com and whose sole business is currently acting as sole manager
of B&N.com. Since launching its online business in May 1997, B&N.com has become
one of the world's largest Web sites. Focused largely on the sale of books,
music, video, software, magazines, prints, posters and related products, B&N.com
has capitalized on the recognized brand value of the Barnes & Noble name to
become one of the largest, and fastest growing, online distributors of books.
B&N.com's Web site has been rated No.1 by Forbes.com as the best bookselling
site on the Internet two years running. B&N.com's Music Store was named
Forbes.com's favorite online music site. The Forbes Favorite award is in
recognition of the Music Store's substantial content, smart organization and
extensive search capabilities.
Customers can choose from millions of new and out-of-print book titles
and enjoy a variety of related content such as author chats, book synopses and
reader reviews. B&N.com's Web site also offers for sale thousands of bargain
books discounted up to 91 percent, the most popular software, video, magazine
titles and gift items for every occasion. Unique products and services include a
Prints & Posters Gallery and a free eCard service. In July 2000, the Company
launched its Video Store, featuring tens of thousands of movie titles available
in both DVD and VHS formats. Other new initiatives include the launch of Barnes
& Noble University, a free online education resource offering learning courses
to B&N.com's millions of customers through its Web site. The introduction of
Barnes & Noble Television ("BNTV"), an innovative programming concept for books
on the Web is broadcast over the Internet, combining video and contextual
content with e-commerce capability. B&N.com also recently launched a "publish
your book" service designed to appeal to established authors and aspiring
writers. This service is consistent with B&N.com's strategy of being the leading
portal for the sale, marketing and distribution of content.
In August 2000, B&N.com opened its eBookStore, featuring Microsoft
Reader technology for desktop PCs and laptop computers. The eBookStore is the
first online retail bookstore to offer eBooks for the Microsoft Reader, and
features works from more than 30 publishers including exclusive offerings from
famous authors. With the addition of Microsoft Reader to the eBookStore, B&N.com
is the only major e-commerce retailer to support three formats of eBooks:
Microsoft Reader, Rocket eBook and Adobe/Glassbook. In all, the eBookStore
offers thousands of titles in these three formats.
In September 2000, B&N.com, Barnes & Noble Inc. ("Barnes & Noble") and
Yahoo! Inc. ("Yahoo") announced a marketing relationship that leverages the
online and offline resources of the three companies. B&N.com is the premier
bookseller featured throughout the Yahoo directory and a featured merchant on
Yahoo Shopping. The Yahoo site features B&N.com graphic links on every search
results page in the Yahoo directory and book category pages in the Yahoo
directory. The in-store retail component of the agreement teams Barnes & Noble
and Yahoo with Spinway Inc. to offer a free co-branded Internet service for
Barnes & Noble retail customers. The service, which launched in mid-October, is
promoted extensively in Barnes & Noble stores and includes the distribution of
millions of ISP CDs to facilitate registrations. Subsequent to quarter end,
Barnes & Noble and B&N.com announced plans for extensive integration of retail
stores and the Web, including Internet Service Counters powered by B&N.com
enabling store customers to order any book or other product through B&N.com's
Web site and a membership loyalty program called "Reader's Advantage", offering
additional discounts and benefits in Barnes & Noble stores and at B&N.com for a
$25 annual membership fee.
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In September 2000, the Company announced an agreement to acquire
Fatbrain.com Inc. ("Fatbrain"), the third largest online bookseller,
specializing in professional and technical titles for the corporate marketplace
for $64 million in a combination of 75 percent stock and 25 percent cash. The
Company has received all regulatory approvals for the Fatbrain acquisition and
awaits shareholder approval from a vote scheduled for November 16, 2000.
Assuming a favorable vote from the shareholders of both companies, the Company
anticipates the transaction will close on or about November 16, 2000.
The results of operations discussed hereafter include the consolidated
results of the Company and B&N.com. In view of the rapidly changing nature of
B&N.com's business and its limited operating history, the Company believes that
period-to-period comparisons of the operating results of B&N.com, including
gross profit margin and operating expenses as a percentage of sales, are not
necessarily meaningful and should not be relied upon as an indication of future
performance.
Results of Operations
Net Sales
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- --------------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net sales $74,073 $46,999 58% $215,476 $117,494 83%
</TABLE>
Net sales include the sale of books, music, video, software, prints &
posters and related products, net of returns and promotional discounts, as well
as outbound shipping and handling charges. Growth in net sales reflects a
significant increase in items sold due to growth in traffic to the Web site as
well as the number of new products and services introduced over the preceding
twelve months supported by enhancements made to the Web site. These factors
contributed to the growth of the Company's customer base and repeat purchases
from B&N.com's existing customers. B&N.com added more than 760,000 customers
during the third quarter of 2000, raising the cumulative customer count to more
than 6.3 million as of September 30, 2000, an increase of over 14 percent from
the end of the second quarter of 2000. Cumulative repeat customer orders reached
71 percent as of the end of the third quarter of 2000, a significant increase
from 63 percent as of the end of September 1999.
Gross Profit
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Gross profit $14,852 $8,040 85% $36,203 $23,036 57%
Gross margin 20.1% 17.1% 16.8% 19.6%
</TABLE>
Gross profit is net sales less the cost of sales, which consists of the
cost of merchandise sold to customers, and outbound and inbound shipping costs.
Gross profit increased due to increased sales volume as well as a greater
percentage of sales filled in-house from the opening of the Company's
state-of-the-art distribution center in Memphis, Tennessee. With the opening of
B&N.com's distribution center and access to Barnes & Noble's distribution
facility containing more than 800,000 in-stock titles, B&N.com has the largest
standing inventory of any online bookseller ready for immediate delivery. More
than 50,000 publishers, including thousands of small
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and independent presses, university publishers and privately placed books are
represented. Gross margin increased in the third quarter of 2000 to 20.1% from
15.5% in the second quarter of 2000. The quarter-to-quarter increase in gross
margin is due to increased direct buying and less promotional discounts in the
quarter. Gross margin decreased to 16.8% from 19.6% for the nine months ended
September 30, 2000 and September 30, 1999, respectively. The decrease in gross
margin is due primarily to the increase in coupon promotions in the first nine
months of 2000.
Marketing and Sales
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Marketing and
sales $31,048 $24,050 29% $90,555 $64,033 41%
Percentage of
net sales 41.9% 51.2% 42.0% 54.5%
</TABLE>
Marketing and sales expenses consist primarily of advertising and
promotional expenditures, as well as payroll and related expenses for personnel
engaged in marketing, selling, fulfillment and editorial activities. Marketing
and sales expenses increased primarily due to the increases in variable fixed
costs associated with the costs of operating both the existing and recently
opened fulfillment centers and increases in advertising and promotional
expenditures. Marketing and sales expenses decreased as a percentage of net
sales compared with 1999 due to higher net sales and the Company's leveraging of
marketing spending. All fulfillment costs, including the cost of operating and
staffing distribution and customer service centers, are included in marketing
and sales. For the third quarter of 2000, fulfillment expenses were $13.1
million, a 67% increase over $7.8 million in 1999. For the nine months ended
September 30, 2000, fulfillment expenses were $33.8 million compared with $17.4
million in 1999. For the third quarter of 2000, marketing expenses were $15.4
million, a 9% increase over $14.2 million in 1999. For the nine months ended
September 30, 2000, marketing expenses were $49.2 million compared with $42.0
million in 1999. Based on 760,000 new customers acquired during the third
quarter of 2000, the customer acquisition cost in the third quarter of 2000 was
$0.02 million, compared with $0.03 million in the second quarter of 2000 and
$0.02 million in the third quarter of 1999.
Technology and Web Site Development
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Technology
and web site
development $10,723 $5,251 104% $26,665 $12,819 108%
Percentage of
net sales 14.5% 11.2% 12.4% 10.9%
</TABLE>
Technology and Web site development expenses consist principally of
payroll and related expenses for web page production and network operations
personnel and consultants, and infrastructure related to systems and
telecommunications. The increase in technology and Web site development expenses
was primarily
12
<PAGE> 13
attributable to increased staffing and integration costs related to the
increased number of new initiatives executed over the first nine months of 2000.
Technology and Web site development expenses are also a result of
increased investments in systems and telecommunications infrastructure,
including investments associated with the introduction of new product lines and
the enhancement of existing product lines. Additional technology and Web site
expenses were also required to support the higher sales volume.
General and Administrative
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
General and
administrative $5,598 $4,749 18% $17,999 $12,246 47%
Percentage of
net sales 7.6% 10.1% 8.4% 10.4%
</TABLE>
General and administrative expenses consist of payroll and related
expenses for finance and administrative personnel, recruiting, professional fees
and other general corporate expenses such as costs to process credit card
transactions. The increase in general and administrative expenses was primarily
a result of increased salaries and related expenses associated with the hiring
of additional personnel and professional fees related to B&N.com's growth and to
support expanded online activities. General and administrative expenses
decreased as a percentage of net sales compared with 1999 due to higher net
sales and the Company's focus on leveraging general and administrative expenses.
Depreciation and Amortization
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Depreciation and
amortization $9,236 $3,780 144% $23,980 $10,246 134%
Percentage of
net sales 12.5% 8.0% 11.1% 8.7%
</TABLE>
The increase in depreciation and amortization expenses was primarily
attributable to fixed asset purchases of $73 million for the nine months ended
September 30, 2000 compared with fixed asset purchases of $32 million for the
nine months ended September 30, 1999. Depreciation expense will increase over
the next twelve months due to fixed assets and additional technology
infrastructure which have been placed in service to support the operations of
the two new distribution centers.
13
<PAGE> 14
Stock Based Compensation
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Stock based
compensation $ -- $ -- -- $11,740 $ -- --
Percentage of
net sales -- -- 5.4% --
</TABLE>
Stock based compensation for the nine months ended September 30, 2000
is primarily attributable to expenses incurred from a payment of $10,940,000 to
Jonathan Bulkeley, former Chief Executive Officer, in March 2000 for the
surrender and cancellation of exercisable stock options. In addition, the
Company repriced a portion of its options in February 2000. On March 1, 2000 the
Company repriced approximately 5 million (net of cancellations) of 16 million
then outstanding options, which were originally granted at an average exercise
price of $16.15, to a new exercise price of $8.00, the closing market price of
the Company's stock as of March 1, 2000. Based on current accounting
pronouncements, the Company is accounting for the repriced options as if they
were variable options and as a result has not recorded any expense due to the
decrease in the Company's stock price below the new exercise price.
Equity in Net Loss of Equity Investments Including Related Amortization of
Intangibles
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Equity in net
loss of equity
investments including
related amortization
of intangibles $11,090 $ -- -- $21,872 $ -- --
Percentage of
net sales 15.0% -- 10.2% --
</TABLE>
Equity in net loss of equity investments including related amortization
of intangibles consists of losses from the Company's equity investments in
Enews.com, the largest retailer of magazine subscriptions on the Internet and
MightyWords, a leading provider of digital content. MightyWords content will be
distributed through the Company's web site and exemplifies the Company's
commitment to the distribution of digital content.
14
<PAGE> 15
Interest Income, Net
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
------------------------------------------ ----------------------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest income, net $4,814 $7,913 (39)% $19,010 $12,259 55%
Percentage of
net sales 6.5% 16.8% 8.8% 10.4%
</TABLE>
Interest income decreased in the third quarter of 2000 compared to the
third quarter of 1999. The decrease relates to the use of proceeds from the
Company's initial public offering in the second quarter of 1999 which are
currently invested in marketable securities consisting primarily of highly
liquid U.S. Treasury Securities, U.S. government agency securities and
investments in high quality corporate issuers.
Income Taxes
The Company has not generated any taxable income to date and therefore
has not paid any federal income taxes since inception. The Company has provided
a full valuation allowance on the deferred tax asset, consisting primarily of
net operating loss carryforwards, because of uncertainty regarding its
realizability.
Liquidity and Capital Resources
As of September 30, 2000, the Company's cash, cash equivalents and
short-term marketable securities were $214.4 million, compared to $478.0 million
on December 31, 1999. At September 30, 2000, the Company had $71.9 million in
long-term marketable securities, compared to $71.9 million of long-term
marketable securities at December 31, 1999. The Company completed the third
quarter 2000 with a debt-free balance sheet and cash and liquid investments
totaling $286.3 million.
Net cash flows used in operating activities were $151.3 million for the
nine months ended September 30, 2000 and $55.2 million for the nine months ended
September 30, 1999. Cash used in the nine months ended September 30, 2000, was
primarily attributable to a net loss of $29.0 million, a corresponding decrease
in minority interest of $108.6 million and a $35.6 million increase in
merchandise inventories. In addition, receivables increased $2.2 million,
accounts payable decreased $17.6 million and prepaid expenses and other current
assets increased $7.5 million. This was partially offset by depreciation and
amortization of $24.0 million, an increase in payables to affiliates of $3.8
million, an increase in accrued liabilities of $8.6 million and non-cash
acquisition, disposition and investment related costs of $12.9 million. Cash
used for the nine months ended September 30, 1999, was primarily attributable to
a net loss of $12.9 million, a corresponding decrease in minority interest of
$51.1 million and an $8.7 million increase in receivables. In addition, accrued
liabilities decreased $1.5 million and merchandise inventories increased $2.1
million. This was partially offset by depreciation and amortization of $10.2
million, an increase in accounts payable of $4.5 million and an increase in
payables to affiliates of $5.3 million. In addition, prepaid expenses and other
current assets decreased $2.3 million.
Net cash used in investing activities of $77.8 million for the nine
months ended September 30, 2000 was attributable to the purchases of fixed
assets totaling $73.1 million and a $44.9 million increase in other non-current
assets due to an increase in investments. This was partially offset by a
decrease in marketable securities of $40.3 million. Net cash used in investing
activities of $307.5 million for the nine months ended September 30, 1999
15
<PAGE> 16
was primarily attributable to a $291.4 million increase in marketable
securities, purchases of fixed assets totaling $32.0 million and a $35.7 million
increase in other non-current assets due to an increase in investments. This was
partially offset by a decrease in restricted cash of $50.4 million.
Net cash flows from financing activities were $5.7 million for the nine
months ended September 30, 2000, attributable to proceeds from the exercise of
stock options. Net cash flows from financing activities were $535.7 million for
the nine months ended September 30, 1999, primarily due to proceeds of $484.4
million from the Company's initial public offering and capital contributions of
$50.0 million.
At September 30, 2000, the Company's principal sources of liquidity
consisted of $24.1 million of cash and cash equivalents and $190.4 million of
short-term marketable securities. Long term marketable securities totaled $71.9
million. As of September 30, 2000, the Company's remaining principal commitments
consisted of obligations outstanding under operating leases and commitments for
advertising, marketing and promotion arrangements. The Company anticipates a
continued increase in its capital expenditures consistent with anticipated
growth in operations, infrastructure and personnel.
The Company believes that current cash and investments will be
sufficient to meet its anticipated cash needs for at least 24 months. However,
any projection of future cash needs and cash flows is subject to substantial
uncertainty. If current cash and short term investments in addition to cash
generated from operations is insufficient to satisfy the Company's liquidity
requirements, the Company may seek to sell additional equity or debt securities
or to obtain a credit facility. The sale of additional equity or convertible
debt securities could result in additional dilution to the Company's
stockholders. There can be no assurance that financing will be available in
amounts or on terms acceptable to the Company, if at all. In addition, the
Company will, from time to time, consider the acquisition of or investment in
complementary businesses, products and technologies, which might increase the
Company's liquidity requirements or cause the Company to issue additional equity
or debt securities.
Forward-Looking Statements
This report may contain forward-looking statements regarding
expectations of the Company and B&N.com. These statements are based on the
beliefs of the management of the Company as well as assumptions made by and
information currently available to the management of the Company or B&N.com.
Such statements reflect the current views of the Company with respect to future
events, the outcome of which is subject to certain risks, including among others
general economic and market conditions, changes in product demand, the growth
rate of Internet usage and e-commerce, possible disruptions in the Company's or
B&N.com's computer or telephone systems, possible increases in shipping rates or
interruptions in shipping service, effects of competition, the level and
volatility of interest rates, changes in tax and other governmental rules and
regulations applicable to the Company or B&N.com, the successful integration of
acquired businesses and other factors, risks and uncertainties more specifically
set forth in the Company's public filings with the Securities and Exchange
Commission. The forward-looking statements herein speak only as of the date of
this report. The Company and B&N.com expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement included in this report to reflect any changes in the Company's or
B&N.com's expectations or any changes in events, conditions, or circumstances on
which any such statement is based. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described herein.
16
<PAGE> 17
Item 3: Quantitative and Qualitative Disclosure about Market Risk
The Company invested in Enews and MightyWords primarily for strategic
purposes. Such investments are accounted for under the equity method if they
give the Company the ability to exercise significant influence, but not control,
over an investee. This is generally defined as an ownership interest of the
voting stock of the investee of between 20% and 50%, although other factors,
such as representation on the investee's Board of Directors and the impact of
commercial arrangements, are considered in determining whether the equity method
is appropriate. The Company regularly reviews the carrying value of its
investments and identifies and records impairment losses when events and
circumstances indicate that such assets are permanently impaired. To date, the
Company has not recorded any such impairment losses. As of September 30, 2000
the Company had equity-method investments of $37.4 million. These investments
are in companies involved in the Internet and e-commerce industries and their
fair values are subject to significant fluctuations due to volatile market
conditions.
17
<PAGE> 18
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
No material developments have occurred with respect to previously
reported legal proceedings.
Item 2: Changes in Securities and Use of Proceeds
The effective date of the Company's registration statement, filed on
Form S-1 under the Securities Act of 1933 (File No. 333-64211) relating to the
initial public offering of its Class A Common Stock, was May 25, 1999. Pursuant
to the initial public offering, a total of 28,750,000 shares of the Company's
Class A Common Stock were sold to an underwriting syndicate. The managing
underwriters of the initial public offering were Goldman, Sachs & Co., Merrill
Lynch & Co., Salomon Smith Barney and Wit Capital Corporation. The initial
public offering was completed on May 28, 1999, at an initial public offering
price of $18.00 per share. The initial public offering resulted in gross
proceeds to the Company of $517.5 million, $31.1 million of which were applied
to the underwriting discount and approximately $2.0 million of which were
applied to initial public offering expenses. As a result, net proceeds of the
initial public offering to the Company were approximately $484.4 million. Such
net proceeds were used by the Company to acquire 28,750,000 Membership Units of
B&N.com. Since May 28, 1999, B&N.com has invested approximately $190.4 million
of such net proceeds in short-term marketable securities and $71.9 million in
long-term marketable securities. The remainder of the funds have been used to
purchase fixed assets and support the ongoing operations of B&N.com. Except as
indicated in the Company's prospectus, none of the net proceeds of the initial
public offering were paid by the Company or B&N.com, directly or indirectly, to
any director, officer or general partner of the Company or B&N.com or any of
their associates, or to any persons owning ten percent or more of any class of
the Company's equity securities, or any affiliates of the Company or B&N.com.
Item 3: Defaults upon Senior Securities
None
Item 4: Submission of Matters to a Vote of Securities Holders
The Company's annual meeting of stockholders was held on July 19, 2000.
The following nominees were elected as Directors, each to serve until
the 2003 Annual Meeting of Stockholders and until their respective successors
are duly elected, by the vote set forth below:
<TABLE>
<CAPTION>
Nominee For Withheld
----------------- ------------- --------
<S> <C> <C>
William F. Reilly 1,178,018,192 456,380
Michael N. Rosen 575,000,010 -
Markus Wilhelm 575,000,010 -
</TABLE>
The ratification of the appointment of BDO Seidman, LLP as
independent certified public accountants for the Company's fiscal year ending
December 31, 2000.
<TABLE>
<CAPTION>
For Against Abstain
------------- ------- -------
<S> <C> <C>
1,178,112,236 305,657 56,679
</TABLE>
18
<PAGE> 19
Item 5: Other Information
None
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
2.1 Agreement and Plan of Merger, dated as of September 13, 2000,
between barnesandnoble.com inc. and Fatbrain.com, Inc.
(Incorporated herein by reference to Exhibit 2.1 in the
Company's Current Report on Form 8-K dated September 26,
2000.)
2.2 Stockholder Agreement, dated as of September 13, 2000, by and
among barnesandnoble.com, inc. and to the holders of
Fatbrain.com, Inc. Common Stock parties thereto. (Incorporated
herein by reference to Exhibit 2.1 in the Company's Current
Report on Form 8-K dated September 26, 2000.)
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
On September 26, 2000, the Company filed a Form 8-K announcing
an agreement to acquire Fatbrain.com Inc., the third largest
online bookseller, specializing in professional and technical
titles for the corporate marketplace.
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
barnesandnoble.com inc.
-----------------------
(Registrant)
Date: November 14, 2000 By: /s/ Marie J. Toulantis
--------------------------------
Marie J. Toulantis
Chief Financial Officer
20
