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| barnesandnoble.com inc. |
| 76 Ninth Avenue, 11th Floor, New York, NY 10011 * (212) 414-6000 |
| Business Description | The company is a leading online retailer of books and complementary information, entertainment and intellectual property-based products. |
| Offering Information Company has | |||
| Trading As | BNBN (NASNTL) | Industry | Internet (SIC 5942) |
| Type of Stock Offered | Class A Common Shares | Filing Date | 09/24/1998 |
| Domestic Shares Offered | 25,000,000 | Offer Date | 05/24/1999 |
| Foreign Shares Offered | 0 | Filing Range | $16.00 - $18.00 |
| Company Shares | 25,000,000 | Offer Price | $18.00 |
| Selling Shrhldrs Shares | 0 | Gross Spread | $1.080 |
| Gross Proceeds | $450,000,000 | Selling | $0.650 |
| Expenses | $1,300,000 | Reallowance | $0.100 |
| Post-IPO Shares | 25,000,000 | Employees | 701 |
| Primary Underwriting Group | ||
| Underwriter Name | Participation | Underwriter Phone |
| Goldman, Sachs & Co. | Lead Manager | (212) 902-5959 |
| Merrill Lynch & Co. | Co-manager | (212) 449-4600 |
| Salomon Smith Barney | Co-manager | (212) 723-7300 |
| Wit Capital Corporation | Co-manager | (212) 253-4400 |
| Income Statement and Cash Flow Summary | |||||||
| Prior Audited Income |
Latest Unaudited Income | ||||||
| Full Year Audited Figures | - - Months Ending | ||||||
| Figures in U.S. millions except per share data | 12/31/1997 | 12/31/1998 | |||||
| Revenues | - | - | - | 11.949 | 61.834 | - | - |
| Income from Oper. | - | - | - | - | - | - | - |
| Net Income | - | - | - | -13.552 | -83.148 | - | - |
| E.P.S | - | - | - | - | - | - | - |
| Revenue Growth (%) | - | - | - | 417.483 | - | ||
| Net Income Growth (%) | - | - | - | - | - | ||
| Oper. Profit Margin (%) | - | - | - | - | - | - | - |
| Net Profit Margin (%) | - | - | - | - | - | - | - |
| Cash Flow - Oper. | -54.69 | - | - | ||||
| Cash Flow - Inv. | -81.46 | - | - | ||||
| Cash Flow - Fin. | 233.08 | - | - | ||||
| Balance Sheet Summary and Financial Ratios | |||||
| Balance sheet as of: 12/31/1998 | Financial Ratios | ||||
| Total Assets | 202.14 | Current Assets | 111.68 | Current Ratio | 3.38 |
| Total Liab. | 33.00 | Current Liab. | 33.00 | Debt Ratio | 16.32% |
| Total Equity | 169.15 | Working Cap. | 78.68 | Debt to Equity Ratio | 0.20 |
| Cash | 96.94 | Return on Assets | - | ||
| Use Of Proceeds |
The proceeds from the proposed offering will be used to fund anticipated operating losses, including sales and marketing expenses and payments under strategic alliances, enhancements to the company's online stores and other capital expenditures, working capital and for general corporate purposes including possible investments in complementary businesses and acquisitions. |
| Legal Counsel Registrar Auditor | |
| Issuer's Law Firm | Robinson Silverman Pearce Aronsohn & Berman |
| Bank's Law Firm | Sullivan & Cromwell |
| Registrar/Transfer Agent | ChaseMellon Shareholder Services, L.L.C. |
| Auditor | BDO Seidman |
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| Industry Competition |
Both the e-commerce market and retail bookselling business are highly competitive. Since the introduction of e-commerce to the Internet, the number of e-commerce Web sites competing for customers' attention has increased rapidly. The Company expects future competition to intensify given the relative ease with which new Web sites can be developed. The Company currently competes with numerous booksellers including other Internet-based companies, such as Amazon.com, and traditional book retailers. The Company believes that the primary competitive factors in e-commerce are brand recognition, site content, ease of use, price, fulfillment speed, customer support and reliability. The Company's success will depend heavily upon its ability to provide a compelling and satisfying shopping experience. Other factors that will affect the Company's success include the Company's continued ability to attract experienced marketing, technology, operations and management talent. One of the Company's main competitors has a longer online operating history and a larger existing customer base than the Company. The Company is aware that certain of its competitors have and may continue to adopt aggressive pricing and marketing strategies. Increased competition may adversely affect operating margins and result in loss of market share and a diminished brand franchise. The nature of the Internet as an electronic marketplace (which may, among other things, facilitate competitive entry and comparison shopping) may render it inherently more competitive than traditional retailing formats. |
| Business Plan |
The Company seeks to become the leading online retailer for consumers who want to purchase books and complementary information-based products. To achieve this objective, the Company has focused its efforts on providing the highest possible levels of value and service, which it believes are reflected in the completeness of its product selection, the ease-of-use of its Web site, the prices of its products and the speed of delivery it can offer its customers. While the principal focus of the Company will be online bookselling, it will continue to seek opportunities that expand its product offering to complementary information, entertainment and intellectual property-based products, and to present them to customers with the highest contextual relevance. |
| Principal Shareholders | ||
| Name of Shareholder | % Owned Before | % Owned After |
| Bertelsmann AG | 50.00 | 41.10 |
| Barnes & Noble Inc. | 50.00 | 41.10 |
| Note: represents ownership of 5% or more prior to the offering. | ||