Borders UK Operations Nearly Sold

Ten years ago, Borders Group was a book store chain willing to take risks, try new things and seek new business models. Alone among US booksellers they embarked on an international expansion and bought a high street UK retailer named Books Etc. They paid $65million for the company but things didn't go well from the start. Over the course of the past 10 years virtually nothing was shared between the US and UK operations in terms of operating efficiencies, product management and management expertise. Attempts to manage the some of the operations from the US failed but it was the nature of the UK market which posed the most challenges. Most of the 30 or so Books etc stores were small and located on busy main roads, the net book agreement collapsed which intensified competition between retailers, Internet selling grew exponentially and attempts by Borders to expand the superstore concept was slow to gain customer traction. It is unfortunate that these issues conspired to defeat what could have resulted in a remarkable international retail success: A strong Borders retail brand in Europe, Australia and SE Asia.

Now it is all over bar the tears with the announcement today that the UK operations have been sold for a paltry $20mm in cash and $10mm in deferred payments based on performance. Borders are also forced to take a 17% interest in the resulting new company. No doubt they would have liked to have made a clean break. UK management, who have worked hard to keep the company a float and who now have a real chance to improve their prospects may be the only group seeing a silver lining in this situation. I hope they succeed and prove that the book super store concept can flourish in the UK as it has done for computer and electronics retailers over the past 10 years. It will be tough since the UK book retail market is a wasteland.

When Borders completes the deal (PR) it will hand over 41 Border's superstores and 28 Books Etc stores located in the UK and Ireland. Given the original price paid for Books Etc and the investment the company has made over the past 10 years it is not surprising that the company expects to book an after tax loss of $115million with minimal tax benefit meaning they get no future benefit from applying the loss to future earnings. If I were a shareholder, I might want to ask why book value for the UK operation wasn't almost zero on their balance sheet. (I also wonder what is the value of the UK inventory?)

On a more positive note (unless like me you wonder why they are selling off in the first place) Borders may do OK with the sale of the Australian/New Zealand business. Sources suggest the operations could go for $85mm but if BV is higher then they may book another loss. Well best to get all these items out of the way before Mr. Jones' strategy starts to gain traction and a private equity buyer shows up to take the shareholders out of their misery.