Microsoft throws away $315 million on failed Nook deal

Microsoft throws away $315 million on failed Nook deal

Microsoft took a big loss on its 2012 investment in Barnes & Noble, getting less than half of its original $300 million back

Microsoft took a big loss on its 2012 investment in Barnes & Noble, getting less than half of its original upfront $300 million back when the two firms parted ways today.

Its loss, in fact, may have been even larger than at first glance, since Microsoft was obligated to pay Nook Media, the subsidiary formed two years ago, as much as $85 million more per year under the deal.

Barnes & Noble announced the separation today when it issued its quarterly numbers. "Such termination will allow [Barnes & Noble] to continue its rationalization of the Nook Digital business and enhances Barnes & Noble's operational and strategic flexibility," the firm said in a statement today.

Barnes & Noble has already said it will spin off its Nook business from the its retail operation -- revenue from the latter plunged 41% in the most recent quarter compared to the year prior -- and hopes to wrap up the divorce by August 2015.

Microsoft issued a statement, too. "As the respective business strategies of each company evolved, we mutually agreed that it made sense to terminate the agreement," a company spokesman said in an email today.

Those "business strategies" obviously no longer include Nook for Microsoft. That should come at no surprise: The deal was done under the regime of former-CEO Steve Ballmer. This year's chief executive, Satya Nadella, has backed away from many, although not all, of the choices his predecessor made.

To buy out Microsoft's 17.6% stake in Nook Media -- once pegged with the generic moniker of NewCo -- Barnes & Noble paid Redmond approximately $62.4 million in cash and gave its former partner about 2.7 million shares of Barnes & Noble stock.

Those shares took a drubbing today, falling more than 5% after the dismal quarter's financials. When the day began, Microsoft's new collection of Barnes & Noble stock was worth about $60.9 million; by the closing bell, it had fallen to $57.6 million.

The value of the payout, cash and stock together, was $123.3 million at the start of Thursday, $120 million by its end. That meant Microsoft had to kiss goodbye between $177 million and $180 million of its initial $300 million investment in Nook Media.

But that wasn't the extent of Microsoft's red ink.

Along with the $300 million investment to kick off Nook Media, Microsoft also promised to fund the subsidiary another $60 million annually -- for a three-year maximum -- if Nook Media created a Windows 8 e-reading app that linked to Barnes and Noble's digital bookstore. In addition, Microsoft also pledged $25 million each year for five years for "assisting Nook Media in acquiring local digital reading content and technology development in the performance of Nook Media's obligations under the commercial agreement."

Although the total Microsoft paid out under those two programs has not been disclosed by either Barnes & Noble or Microsoft, the $60 million per year payment was to be made "for each of the first three years since the launch of the application for Windows 8." Nook Media debuted a Windows 8 Nook app on Feb. 4, 2013, implying that Microsoft paid at least the first $60 million on that same date this year.

The $25 million annual payment was different. "Microsoft has paid and is obligated to continue to pay to Nook Media $25 million each year for the first five years of the term," Barnes & Noble said in a June 2014 filing with the U.S. Securities and Exchange Commission (SEC).

Microsoft and Barnes & Noble formed their partnership in late April 2012, so it's conceivable that the former has paid out $75 million total: An initial $25 million and then two more identical checks on the anniversary date in 2013 and 2014.

Bottom line: Microsoft likely paid another $135 million during the time it was in cahoots with Barnes & Noble. If accurate, that would push its total loss to $315 million by the market's closing bell (but $311.7 million at the day's start, if Microsoft, for instance, immediately unloaded every share).

Microsoft said that the existing Nook app will remain in the Windows Store. Earlier this year, Microsoft and Barnes & Noble agreed that the latter did not have to craft a Windows Phone app, as was once mandated. However, the company declined to answer questions about how much it had paid Nook Media over the two-years-plus length of the contract.

But Microsoft may be able to recoup some of its lost money, perhaps even all, maybe even turn a profit in the end if the stars align: The termination agreement provides for payments to Microsoft of 22.7% of some Nook Media proceeds, including dividends, as well as the same slice of a sale of Barnes & Noble's digital business if that happens in the next three years.

Microsoft may have just flushed millions down the drain, but it also gets out from under the future payments it was obligated to make, which could have totaled $170 million or more over the next several years. Still, $315 million is nothing to sneeze at. It may be a pittance to Microsoft, which has billions in the bank, but it's still real money.

And those may be the final words of the Microsoft-Barnes & Noble book.

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Tags Microsoftbusiness issuesinvestmentsconsumer electronicse-readersmobile appsBarnes & Noble

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