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Barnes & Noble, Inc. (BKS)

F3Q06 Earnings Call

November 16, 2006 11:00 am ET

Executives

Joseph J. Lombardi - Chief Financial Officer

Stephen Riggio - Vice Chairman of the Board, Chief Executive Officer

Analysts

Mark Rowen - Prudential Equity Group

Matthew Fassler - Goldman Sachs

David Schick - Stifel Nicolaus

David McGee - SunTrust Robinson Humphrey

Bill Armstrong - CL King & Associates

David Weiner - Deutsche Bank

Danielle Fox - Merrill Lynch

Presentation

Operator

Good day, everyone, and welcome to the Barnes & Noble third quarter 2006 earnings results conference call. Today’s call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to Chief Financial Officer, Mr. Joseph Lombardi. Please go ahead, sir.

Joseph J. Lombardi

Good morning, and welcome to Barnes & Noble's third quarter 2006 conference call. Joining us today are Steve Riggio, Mitchell Klipper, Marie Toulantis and other members of the senior management team.

Before I begin I would like to remind you that this call is covered by the Safe Harbor disclosure contained in our public documents and is the property of Barnes & Noble. It is not for rebroadcast or use by any other party without prior written consent of Barnes & Noble.

This morning before the market opened, we released our preliminary results for the third quarter ended October 28, 2006.

As previously announced, a special committee of Barnes & Noble’s Board of Directors is conducting an internal review of the company’s historical stock option practices. The committee, which has retained independent legal counsel, is working to complete its review of the company’s historical stock option grant practices in a timely manner.

At this time, the committee and independent counsel have not finished their work and have not reached any conclusions. As a result, the determination of whether the company will be required to record additional non-cash stock-based compensation expense related to stock option grants has not been made. Therefore, the company has issued its third quarter results this morning as preliminary.

The company also announced that it will not be a in a position to file its quarterly report on Form 10-Q for the third quarter in a timely manner. The company plans to become current in its periodic reports required by the SEC as soon as practicable following the completion of the committee’s review.

The company will not purchase shares under its stock repurchase program until the company completes all required SEC filings.

Please note that until the company is able to determine what if any impact the results of the investigation will have on its financial statements, our third quarter financial results and guidance should be viewed as preliminary.

Preliminary results, related financial statements and guidance set forth on this call do not include any such additional charges and are subject to adjustment based upon the results of the internal review.

As you will understand, given the circumstances, we will not be able to comment further on the internal review and related matters at this time.

Now, for the operating results for the third quarter.

Third quarter consolidated sales totaled $1.1 billion, a 3% increase from a year ago. Sales at Barnes & Noble stores were $972 million, up 4% over a year ago. Comparable store sales increased 2% for the quarter, in line with guidance which called for a flat to low single-digit increase.

Sales of adult hardcover books were much stronger this quarter, following a soft trend in the first-half, and music was the only category in the store which had a sales decline.

In the third quarter, we opened 11 Barnes & Noble stores and closed 6, for a quarter end total store count of 692. Comparable store sales at B. Dalton stores decreased 5% for the quarter and represent less than 2% of consolidated sales.

We have closed three more B. Dalton stores this quarter, resulting in a total B. Dalton store count of 109.

Sales at barnesandnoble.com were $96 million for the quarter, down 0.5% on a comparable basis with the prior year. The company’s arrangements for selling used textbooks online from a third party has changed, and as a result, the company now records as revenue only the commission earned on these sales, rather than the full amount of the sale, as in prior years.

However, the company’s earnings from these sales are consistent for all periods. In order to show meaningful sales trends at barnesandnoble.com, we have presented year-over-year sales growth on a comparable basis, as if used textbook sales were consistent with the current treatment for all periods.

Gross margins were in good shape this quarter at 20 basis points better than last year’s third quarter.

Redundant distribution center costs included in our gross margin results for the transition were only $0.01 per share this quarter, and we expect no additional redundant costs. As a result, full-year redundant costs will be $0.05 per share this year compared to previous guidance of $0.06 to $0.07.

Our selling and administrative expense rate was 90 basis points higher as a percentage of sales this quarter. 24 basis points of this increase relates to the adoption of FAS-123R and the related expense associated with stock compensation costs.

33 basis points relates to higher store closing costs this quarter than a year ago. The balance of the SG&A rate increase relates to a variety of items, including the rollout of the marketing materials for the launch of the enhancement to our membership program.

Preliminary net loss per share for the quarter was $0.04, consistent with previous guidance. Stock compensation expenses amounted to $0.03 per share for the quarter.

In the third quarter of 2006, the company did not acquire any shares under its share repurchase program. The company has $52 million remaining under the current program.

The company continues to expect free cash flow this year of approximately $200 million, which will result in a year-end cash balance of around $450 million. As is typical, a substantial portion of this cash balance will be ear-marked for accounts payable related to holiday season purchases due early in the first quarter.

Now, for guidance for the fourth quarter.

Our sales guidance range for the fourth quarter is for a flat to low-single-digit comparable store sales increase. Based on year-to-date results and current trends, the company now expects full-year comparable store sales to range from a flat to slight increase over last year. While the hardcover book business has improved and we have a very strong holiday promotion strategy in place, based upon our year-to-date sales results and some recent mixed retail sales reports, we think this guidance is prudent.

The company expects earnings per share for the fourth quarter between $1.86 and $1.96. This includes $0.03 per share for stock compensation costs related to SFAS-123R.

Full-year guidance for earnings per share remains unchanged at $2.20 to $2.30. The fourth quarter and full-year guidance is based upon a fully diluted share count of 69 million shares.

On October 23rd, the company announced an enhancement to its membership program, whereby adult hardcover discounts would be increased. Steve will discuss this program in more detail shortly.

The company’s guidance reflects the additional margin investment expected in the fourth quarter of approximately $10 million. The strength of the gross margin gains realized by the company this year, as well as some reallocation of planned promotional spend, has enabled the company to maintain its previous guidance, in spite of this additional discounting.

However, the full-year measure of the discounting has yet to be taken for 2007 and beyond. Simply stated, if the fourth quarter represents 35% of our sales year, and the charge is estimated to be around $10 million, that would imply discounts of about $30 million on an annualized basis.

Gross margins will also obviously be further impacted, both positively and negatively, by any increase in new membership enrolment and related sales.

The company is unable to quantify these factors only a few weeks into the new program and we will evaluate our fourth quarter results against our internal estimates and provide appropriate guidance after year-end.

At this point, I would like to turn the discussion over to our Chief Executive Officer, Steve Riggio.

Stephen Riggio

Good morning. We are very pleased with our third quarter results, especially the turnaround in sales. Comparable store sales increased 2% for the third quarter compared to a comparable store sales decrease of 2.6% in the second quarter.

It is interesting. This increase in sales began with the release of a book, not of a book but a music CD. In late August, Bob Dylan’s Modern Times was released and immediately became our number one bestseller. Following that, beginning in September and throughout the rest of the quarter, a host of exciting new books in music and DVDs were released.

One of the most successful new hardcovers was Diane Setterfield’s The 13th Tale. It is a first novel by an English writer, and the first selection in a new program called Barnes & Noble Recommends. The wonderful ghostly tale was our number one bestseller the first day it went on sale, and the book went on to break all previous Barnes & Noble sales records for a first-time novelist.

Almost 60 days after publication, the book is still one of our top-selling titles, due to its word-of-mouth appeal. Today, as I look this morning, it was number 13 on barnesandnoble.com. What an achievement.

Throughout that quarter, several brand name fiction writers release new books, helping drive traffic and sales. They are all out there on sale now. They are including Mitch Albom’s For One More Day, Stephen King’s Lisey’s Story, Nicholas Sparks’ Dear John, David Baldacci’s The Collectors, and rising fiction star Vince Flynn’s Act of Treason.

Non-fiction bestsellers included John Grisham’s The Innocent Man, Bob Woodward’s State of Denial, Nora Ephron’s I Feel Bad About My Neck, and Richard Dawkin’s The God Delusion, a great collection of books.

Regarding the music business, as I mentioned before about Bob Dylan, among our bestsellers in the third quarter were titles that appeal directly to our core demographic. People are coming into bookstores to buy these artists, among them Sting, Tony Bennett, Josh Groban, Sara McLachlan, James Taylor. We believe our music departments, as we have said all along, are the right size and they are well-positioned as the industry continues to consolidate. For these type of artists, our sales are both meaningful and important to the music labels.

Looking ahead to the fourth quarter and the holiday season, a wave of new fiction releases is upon us, from authors including Nelson DeMille, Michael Crichton, Carl Hiaasen, James Patterson, Thomas Harris, on and on.

On the literary fiction front, we have new releases already out from Charles Frazier and Richard Ford, and a major new work coming in a few weeks from Thomas Pynchon.

On the non-fiction front, new books by Mad Money’s Jim Kramer, former President Jimmy Carter, Bob Green, and more than one book by Rachael Ray.

Among the season’s best gift books, the standout is clearly Annie Leibovitz’s A Photographer’s Life, but Martha Stewart’s Homekeeping Handbook is off to a great start, as is the magnificent coffee table book called Rainforest.

I will talk a little bit about new stores. We opened 11 during the quarter, but it should be noted we also closed six, as some of our new locations are actually upgrades of existing stores. These investments are necessary as they help us revitalize our store base and strengthen our position in the communities we serve.

Now, to the new lower prices we introduced on the 23rd of October. Barnes & Noble members now get 40% off all hardcover fiction and non-fiction bestsellers, and 20% off all hardcover adult books. That is right at the register, every-day discounts. These lower prices enable us to offer steep everyday discounts to the member base. We decided to lower prices because simply we are in a good position to do so.

Our margins continue to benefit from lower purchasing from book wholesalers, increased sales of our own publications, and an overall more efficient supply chain. Our inventories are being managed well, our balance sheet is strong, and we have a minimal amount of debt.

We believe that giving some of the margin gains that we have realized back to our customers is a good long-term strategy.

The Barnes & Noble member program is now in its sixth year. Our member base has grown in size each and every quarter, each and every year since its inception, and we believe the program has enabled us to lock in our best customers, and is one key reason behind our share growth, our market share growth over the past few years.

Our member base continues to grow, and it should be noted we were the first to market and now every competitor, direct competitor, as well as many others selling music, DVD, and books, have a program. Everyone seems to have a card these days.

The nature of these programs is that they change. You study how your customers are responding to your basic offer. You learn about their purchasing patterns and how they respond to special offers, and the goal is simply to increase lifetime value.

We think with the new lower prices, we are well on the way towards that. The early results are very encouraging, and we look forward to the holiday season. Thank you.

Joseph J. Lombardi

Now we would like to turn it over to questions.

Question-and-Answer Session

Operator

(Operator Instructions)

The first question is from Mark Rowen from Prudential. Please proceed with your question.

Mark Rowen - Prudential Equity Group

Thanks, good morning. Steve and Joe, I want to ask you a question or two about the price cuts. I know you said that you are doing it because you are in a good position to do it and you have gotten some cost benefits and you want to pass that on to the customers, but Amazon has been significantly less expensive than land-based bookstores for some time, and has been growing faster than the industry as share moves online. Your main competitor, Borders, has been fairly promotional, I would say, over the last six months with a lot of discount coupons and their own loyalty program.

Could you just give us a sense, from a competitive environment, the purpose of lowering the prices to those levels? Was it primarily to narrow the gap with Amazon, or was it more in relationship to the land-based retailers?

Stephen Riggio

We did it to give our customers a better deal, and we did it to lock in the best customers of our own, expand the member base, and increase market share. Our market share has been growing better than the industry for the past four or five years. We think the member program has been part of the reason for that. As I said before, everyone has a card out there, and one’s marketing programs and special promotional offers and pricing, it is all part of a whole approach to building your business.

So yes, it is within the context of the competitive environment, but is directed squarely at our customers.

Mark Rowen - Prudential Equity Group

Okay, and then Joe, so the $30 million, I know that is a preliminary run at ’07, at what it might cost you, so are you thinking, I’m assuming somewhere around 50 basis points of margin pressure based on that $30 million? Did I do the math right?

Joseph J. Lombardi

I would say that is close. They are there.

Mark Rowen - Prudential Equity Group

All right. Then, Steve, you said that the early results are encouraging. I am not sure if that was the word you used, but are you driving higher units with your advantage customers or is it actually driving higher profit dollars, where you are getting more sales that are offsetting some of the costs that you are giving up?

Stephen Riggio

Well, we are only into the program for about three weeks, and numbers are shifting around a bit. I think we have to get through the holiday season to really see how this affects average purchase, average transaction size, number of units, and mix. I do not want to talk in any more detail about that, but the response from our store people is that the customers like the program, and it is being embraced out there and people are pretty excited about it.

That is the color we want to give it right now, and not put any specific numbers on it.

Mark Rowen - Prudential Equity Group

Okay, great. Thank you.

Operator

Thank you very much. The next question is from Matthew Fassler from Goldman Sachs. Please proceed with your question.

Matthew Fassler - Goldman Sachs

Thanks a lot, and good morning. My first question relates to gross margin. In the first-half of the year, your gross margin rate was up close to 70 basis points. This quarter, the new rate of advantage program did not really kick in until I guess the outset of Q4, in essence. You had less pressure from distribution centers, and presumably with Potter, which was in the mix last year, essentially out of the mix, and with what sounds like a pretty robust merchandise mix here in the third quarter of 2006, it would seem like you would have more flexibility to continue the gross margin trends that you saw in the first-half of the year. Were there any offsets that stood in the way of continuing that first-half run-rate for gross margin?

Joseph J. Lombardi

No, not particularly, but I think we were on record saying you should not expect the back-half gross margin run-rate to have been what we experienced in the first-half.

Matthew Fassler - Goldman Sachs

No, I understand that. Was there a change in something from a comparison perspective, a cost perspective, anything like that, maybe ramp up for Reader’s Advantage, that would have actually gotten in the way? Because the comps also came in reasonably good, and that helps leverage fixed costs, et cetera.

Joseph J. Lombardi

Nothing in particular.

Matthew Fassler - Goldman Sachs

Okay. Second question, what is your flexibility in terms of buying back stock, given that the investigation is not closed? Can you be in the market right now, or do you have to wait for that to be resolved?

Joseph J. Lombardi

We cannot be in the market and we have announced we are not going to be until it is resolved.

Matthew Fassler - Goldman Sachs

Fair enough. Within the Reader’s Advantage assumptions, my last question, does that $10 million factor in as some benefit from perhaps additional members and membership fees, or is that purely the hit that you would expect to take from the additional discount?

Joseph J. Lombardi

It is kind of our overall view on what we expect.

Matthew Fassler - Goldman Sachs

Gotcha, so it is combined in that. Thank you so much.

Operator

Thank you very much. The next question is from David Schick from Stifel Nicolaus. Please proceed with your question.

David Schick - Stifel Nicolaus

Good morning. The question is on the bestseller list. Steve, you mentioned that these are bookstore bestsellers that are selling in the third and going into the fourth quarter. Is the customer activity of the other things that they buy along with bestsellers, is that changing at all, and could you give us some color on what else they do when they are coming in for these more robust bestseller lists and how we should think about it? Thank you.

Stephen Riggio

We look at the arrival of a host of name-brand authors and books that drive traffic due to unexpected media spikes, let’s say Bob Woodward, and it seems to be driving extra traffic. The patterns tend to stay the same, it is just that we sell more. People who come in and buy the bestsellers typically buy something else, but it is not geared to any other particular category or area of the store.

It is just good to have extra traffic. As Joe said, we have given guidance for the fourth quarter. We think the list of titles out there is better than last year, but we will see in January.

David Schick - Stifel Nicolaus

Okay, but it is just as interesting if they are not coming in and just, in a sense, buying that bestseller. So they are not having less other attachments than in the past? Is that fair to say?

Stephen Riggio

No, not at all. I think the point we often make is that we got through the first-half of the year and made our numbers, and it was a pretty bleak list of books out there. So the store itself and the offer itself and the environments that we have created, we really have become the premier experiential retail brand in America, and the store does attract people, spending leisure time and such. They spend about an hour in our stores, so the bestsellers, when you get really, really exciting newsworthy, media-generating books, it just tends to lift us across the board.

David Schick - Stifel Nicolaus

Okay, great. Thank you.

Operator

Thank you very much. The next question is from David McGee from SunTrust Robinson Humphrey. Please proceed with your question.

David McGee - SunTrust Robinson Humphrey

Good morning. A couple of things. One is, can you refresh our memory on how the bestseller list did last year in the fourth quarter? As I recall, it was down significantly.

Stephen Riggio

I do not believe that we had -- what I recall is that last year’s list lacked any single book that generated the type of excitement that Dan Brown did or Mitch Albom did in the prior years, but last year’s list across the board was fairly consistent and even, and we did have a fairly good holiday season last year. But there were no standouts.

David McGee - SunTrust Robinson Humphrey

Yes, I remember the comp was good, despite what I though was a fairly weak bestseller list. The comparison on that front is easier this year.

Secondly, I think you alluded to it during your opening remarks, but it sounds like the trends during the third quarter did improve as the quarter went on. Is that fair to say, as these bestsellers kicked into place?

Stephen Riggio

Yes, as I said, it actually kind of kicked in in late August and got better. The publishers tend to release more books in the September and October time period than they do in August.

On the other hand, non-book retailers are carrying more books than ever, and there is pressure from that side. We have said that consistently over the years. Books have become a commodity product, and at the very, very top-end, the mass merchants tend to cherry pick them, but we have the full complement of the bookstore offering.

But on balance, we think this year is better.

David McGee - SunTrust Robinson Humphrey

Lastly, the fact that you are not buying stock right now, and in the past, that has been a benefit to your numbers. You are kind of out of the market right now, but you are not changing guidance. Does that imply then the core business is going to be incrementally better to offset that absence?

Joseph J. Lombardi

I would say first, we never give guidance assuming that share repurchases are expected to happen in the future. We always guide to what the share count is existing. The fact that we are saying we are not buying back more shares really does not have any implication on guidance for us.

We are comfortable where we are with the core business. The margins are in good shape and we just have to execute the holiday season.

David McGee - SunTrust Robinson Humphrey

Thanks, good luck.

Operator

Thank you very much. The next question is from Bill Armstrong from CL King & Associates. Please proceed with your question.

Bill Armstrong - CL King & Associates

Good morning. Gross margins in the third quarter are actually a little bit higher than I was expecting, despite hardcovers being much stronger. Could you give us a little more color on what drove the increase, and maybe break out between merchandise margins and occupancy expense?

Joseph J. Lombardi

No, we do not break that out, but obviously the occupancy being relatively a fixed cost, the comps are better than obviously they were in the first-half, so that helps leverage margins somewhat. We are in relatively good shape. They are improved somewhat over the year before, so we think we are in good shape.

Bill Armstrong - CL King & Associates

So you are able to leverage occupancy with just 2% comps?

Joseph J. Lombardi

Well, if the sales go up 2%, the occupancy is relatively even, so you do get some leverage.

Bill Armstrong - CL King & Associates

Okay. Could you just run through your store opening and closing plans for the fourth quarter?

Stephen Riggio

To date, we have 27 stores opened and we are going to finish the year with about the mid-30s. Next year we are going to have 30 to 40 stores opening, which is consistent with this year.

Again, many of them are going to be in malls throughout America. Main stores will be relocated, similar to this year, and then there will be many new markets for us. In keeping with what we have done this year, as far as the malls, the relocations, and the new markets.

Bill Armstrong - CL King & Associates

So for Q4, about 12 stores, something like that, 12 new stores?

Stephen Riggio

No, seven.

Bill Armstrong - CL King & Associates

Seven. Okay, thank you.

Operator

Thank you very much. The next question is from David Weiner from Deutsche Bank. Please proceed with your question.

David Weiner - Deutsche Bank

Great, good morning. A lot of my questions have been answered, but I will just throw in a quick one, on the self-published books. Is that run-rate still running at around 5% of sales, kind of on an annualized basis?

Stephen Riggio

We have stopped talking about what percentage it is, but it is a bit north of that, and we are focused on growing it in terms of growing our --

David Weiner - Deutsche Bank

Okay, let me ask this then -- are all the revenues associated with self-publishing found in your other category within sales, or --

Joseph J. Lombardi

Other is primarily two things, which is Sterling Publishing sales to third parties and Calendar Club, which also operates and begins operations in the third quarter.

David Weiner - Deutsche Bank

So another way of saying that is the self-published can only be found in other, is that true?

Joseph J. Lombardi

No, no, anything that is sold at a Barnes & Noble store is found in Barnes & Noble store sales --

David Weiner - Deutsche Bank

Oh, regardless of whether it is --

Joseph J. Lombardi

Regardless of whether it is --

David Weiner - Deutsche Bank

Okay, good. Perfect. Then, I do not know if you have ever given this before, but I will ask it. Could you give some kind of idea what the margin differential is between an average self-published book and then your average book that you do not self-publish?

Joseph J. Lombardi

We do not want to go -- we have not really talked that much about that.

David Weiner - Deutsche Bank

Double-digit, or --

Joseph J. Lombardi

It is better.

David Weiner - Deutsche Bank

It is better. Okay, fair enough. Thanks for your time.

Operator

Thank you very much. The next question is from Danielle Fox from Merrill Lynch. Please proceed with your question.

Danielle Fox - Merrill Lynch

Thanks, good morning. I just have a quick question on the 53rd week. Two things. First, could you just confirm that there is an extra week in the fourth quarter? Second, how much of an EPS contribution should we expect to see out of that extra week, sales and EPS contribution from the extra week itself?

Joseph J. Lombardi

We follow the National Retail Federation calendar, so this is a 53-week year when you follow the NRF calendar, and so we are confirming that we are following that.

Everything has been incorporated into guidance -- sales, earnings, I have not broken that out.

Danielle Fox - Merrill Lynch

Okay, so you have not broken it out. Is there anything we should be just thinking of, just conceptually about that extra week, whether or not it is generally weak? I mean, obviously the holiday season is going to have a much higher concentration of earnings, so it is not even over the course of the quarter. Anything special to think about with that extra week?

Joseph J. Lombardi

No, it is a January going into February week. It is a relatively normalized week. Nothing special there, like the first two quarters of the year. There is nothing unusual about it.

Danielle Fox - Merrill Lynch

Okay, and then just one other quick follow-up question. It looks like inventories are growing just a little bit faster than sales. Should we expect that to reverse itself after the holiday selling season? Is this simply buying into the peak selling season, or is this just part of a strategy to improve in-stocks or expand assortments?

Joseph J. Lombardi

There were a lot of good books out there and we strategically decided we were going to buy into the list. It is really a timing thing at the end of the third quarter. We do not expect that -- we are certainly managing our inventories not for that to occur by year-end.

Danielle Fox - Merrill Lynch

Okay, thanks very much.

Stephen Riggio

I think if you look at the inventory turns of the company over the past few years, each and every year it has gotten better, and quarter to quarter, it kind of moves around a little bit, but in the long-term, the numbers have been I think very good and we are very pleased with the discipline with which we have approached that.

Danielle Fox - Merrill Lynch

Thank you.

Operator

Thank you very much. Mr. Lombardi, at this time, I have no further questions. I will turn the call back over to you.

Joseph J. Lombardi

Thank you for listening to our third quarter 2006 conference call. Please note our next scheduled financial release will be our holiday sales release on or about January 4th.

Operator

Thank you everyone for joining the Barnes & Noble third quarter 2006 earnings results conference call. Today’s call has concluded. You may now disconnect.

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