CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company believes that the transactions and agreements discussed below (including renewals of any existing agreements) between the Company and its
affiliates are at least as favorable to the Company as could be obtained from unaffiliated parties. The Board of Directors and the Audit Committee are designated to approve in advance any new proposed transaction or agreement with affiliates and
will utilize procedures in evaluating the terms and provisions of such proposed transaction or agreement as are appropriate in light of the fiduciary duties of directors under Delaware law.
The Company leases space for its executive offices in properties in which Leonard Riggio has a minority interest. The space was rented at an aggregate
annual rent including real estate taxes of approximately $4,559,000, $4,532,000 and $4,475,000 in fiscal years 2006, 2005 and 2004, respectively. Rent per square foot is approximately $29.00, which is currently below market.
The Company leases a 75,000-square-foot office/warehouse from a partnership in which Leonard Riggio has a 50% interest, pursuant to a lease expiring in
2023. Pursuant to such lease, the Company paid (net of subtenant income) $260,000, $312,000 and $304,000 in fiscal years 2006, 2005 and 2004, respectively.
The Company leases retail space in a building in which B&N College, a company owned by Leonard Riggio, subleases space from the Company. Occupancy costs allocated by the Company to B&N College for this space
totaled $884,000, $872,000 and $810,000 for fiscal years 2006, 2005 and 2004, respectively. The amount paid by B&N College to the Company approximates the cost per square foot paid by the Company to its unaffiliated third-party landlord.
Barnes & Noble.com purchases new and used textbooks directly from MBS, a corporation majority-owned by Leonard Riggio. Total
purchases were $5,681,000, $16,842,000 and $18,148,000 for fiscal years 2006, 2005 and 2004, respectively. In fiscal 2006, MBS began selling used books as part of the Barnes & Noble.com dealer network. Barnes & Noble.com earned a
commission of $1,930,000 on the MBS used book sales in fiscal 2006. In addition, Barnes & Noble.com maintains a link on its website which is hosted by MBS and through which Barnes & Noble.com customers are able to sell used books
directly to MBS. Barnes & Noble.com is paid a commission based on the price paid by MBS to the consumer. Total commissions were $34,000, $46,000 and $62,000 for fiscal years 2006, 2005 and 2004, respectively.
Barnes & Noble.com licenses the Barnes & Noble name under a royalty-free license agreement, dated October 31, 1998, as
amended, between Barnes & Noble.com and B&N College (the License Agreement). Pursuant to the License Agreement, Barnes & Noble.com has been granted an exclusive license to use the Barnes & Noble
name and trademark in perpetuity for the purpose of selling books over the Internet (excluding sales of college textbooks). Under a separate agreement dated as of January 2001, between Barnes & Noble.com and Textbooks.com, Inc.
(Textbooks.com), a corporation owned by Leonard Riggio, Barnes & Noble.com was granted the right to sell college textbooks over the Internet using the Barnes & Noble name. Pursuant to this agreement,
Barnes & Noble.com pays Textbooks.com a royalty on revenues (net of product returns, applicable sales tax and excluding shipping and handling) realized by Barnes & Noble.com from the sale of books designated as textbooks. The term
of the agreement is for five years and renews annually for additional one-year periods unless terminated 12 months prior to the end of any given term. Royalty expense was $3,916,000, $4,870,000 and $4,551,000 for fiscal years 2006, 2005 and 2004,
respectively, under the terms of this agreement.
In fiscal 2005, GameStop began selling new and used video games and consoles on the
Barnes & Noble.com website. Barnes & Noble.com receives a commission on sales made by GameStop. For fiscal years 2006 and 2005, the commission earned by Barnes & Noble.com was $343,000 and $264,000, respectively.
The Company paid B&N College certain operating costs B&N College incurred on the Companys behalf. These charges are included
in the consolidated statements of operations included in the Companys Annual
Report on Form 10-K and approximated $248,000, $198,000 and $219,000 for fiscal 2006, 2005 and 2004, respectively. B&N College purchased inventory, at
cost plus an incremental fee, of $48,574,000, $49,997,000 and $46,468,000 from the Company during fiscal 2006, 2005 and 2004, respectively. The Company charged B&N College $2,698,000, $2,527,000 and $2,439,000 for fiscal years 2006, 2005 and
2004, respectively, for capital expenditures, business insurance and other operating costs incurred on its behalf.
The Company uses a jet
aircraft owned by B&N College and pays for the costs and expenses of operating the aircraft based upon the Companys usage. Such costs which include fuel, insurance and other costs approximated $1,722,000, $2,590,000 and $2,361,000 during
fiscal 2006, 2005 and 2004, respectively.
GameStop, a company in which Leonard Riggio is a member of the Board of Directors and a minority
shareholder, operates departments within some of the Companys bookstores. GameStop pays a license fee to the Company in an amount equal to 7% of the gross sales of such departments. The Company charged GameStop a license fee of $996,000,
$857,000 and $859,000 during fiscal 2006, 2005 and 2004, respectively.
Until June 2005, GameStop participated in the Companys
workers compensation, property and general liability insurance programs. The costs incurred by the Company under these programs were allocated to GameStop based upon GameStops total payroll expense, property and equipment, and insurance
claim history. The Company charged GameStop for these services $838,000, $1,726,000 and $2,548,000 during fiscal 2006, 2005 and 2004, respectively. Although GameStop secured its own insurance coverage, costs are continuing to be incurred by the
Company on insurance claims which were made under its programs prior to June 2005 and any such costs applicable to insurance claims against GameStop will be charged to GameStop at the time incurred.
The Company is provided with national freight distribution, including trucking services by the Argix Direct Inc. (Argix) (formerly the LTA
Group, Inc.), a company in which a brother of Leonard and Stephen Riggio owns a 20% interest. The Company paid Argix $20,524,000, $20,120,000 and $20,274,000 for such services during fiscal years 2006, 2005 and 2004, respectively. The Company
believes the cost of freight delivered to the stores is comparable to the prices charged by publishers and other third-party freight distributors. Argix subleased warehouse space from the Company in Jamesburg, New Jersey. The Company charged Argix
$2,005,000, $1,993,000 and $1,828,000 for such subleased space and other operating costs incurred on its behalf during fiscal 2006, 2005 and 2004, respectively.
Since 1993, the Company has used AEC One Stop Group, Inc. (AEC) as its primary music and DVD/video supplier and to provide a music and video database. AEC is one of the largest wholesale distributors of
music and DVD/videos in the United States. In 1999, AECs parent corporation was acquired by an investor group in which Leonard Riggio was a minority investor. The Company paid AEC $349,693,000, $326,913,000 and $309,702,000 for merchandise
purchased during fiscal 2006, 2005 and 2004, respectively. In addition, during fiscal 2005, AEC spun-off their Digital on Demand subsidiary, which provided the database equipment and services to the Company. Leonard Riggio has a minority interest in
Digital on Demand. The Company paid AEC/Digital on Demand $4,705,000, $4,974,000 and $6,206,000 for database equipment and services during fiscal 2006, 2005 and 2004, respectively. The Company believes the costs charged by AEC/Digital on Demand are
comparable to other suppliers. Amounts payable to AEC for merchandise purchased were $25,118,000 and $35,416,000 as of February 3, 2007 and January 28, 2006, respectively.
In July and August 2006, four putative stockholder derivative actions were filed
in New York County Supreme Court against certain members of the Companys Board of Directors and certain current and former executive officers of the Company, alleging breach of fiduciary duty and unjust enrichment in connection with the grant
of certain stock options to certain executive officers and directors of the Company. These actions were subsequently consolidated under the caption
In re Barnes & Noble, Inc. Derivative Litigation
. The Company is named as a nominal
defendant only. The consolidated complaint seeks on behalf of the Company unspecified
money damages, disgorgement of any proceeds from the exercise of the options that are the subject of the action (and any subsequent sale of the underlying
stock), rescission of any unexercised stock options, other equitable relief, and costs and disbursements, including attorneys fees. The Company has filed a motion to dismiss the consolidated complaint.
In September 2006, three putative stockholder derivative actions were filed in the United States District Court for the Southern District of New York
naming the directors of the Company and certain current and former executive officers as defendants and alleging that the defendants backdated certain stock option grants to executive officers and caused the Company to file false or misleading
financial disclosures and proxy statements. These actions were subsequently consolidated under the caption
In re Barnes & Noble, Inc
Shareholders Derivative Litigation
. The consolidated complaint purports to set forth claims
under Section 14(a) of the Securities Exchange Act of 1934 and under Delaware law for breach of fiduciary duty, insider trading, unjust enrichment, rescission, accounting, gross mismanagement, abuse of control, and waste of corporate assets.
The Company is named as a nominal defendant only. The consolidated complaint seeks on behalf of the Company unspecified money damages, disgorgement of any proceeds from the exercise of the options that are the subject of the action (and any
subsequent sale of the underlying stock), rescission of any unexercised stock options, other equitable relief, and costs and disbursements, including attorneys fees. The Company has filed a motion to dismiss the consolidated complaint.
Independent Registered Public Accountants
The firm of BDO Seidman, LLP (BDO Seidman) has been selected as independent registered public accountants for the Company. The independent registered public accountants examine annual financial statements and provide other
non-audit and tax-related services for the Company. The Company and the Audit Committee have considered whether other non-audit services provided by BDO Seidman are compatible with maintaining the independence of BDO Seidman in its audit of the
Company and are not considered prohibited services under the Sarbanes-Oxley Act of 2002.
For fiscal 2006, the Company
and its subsidiaries paid BDO Seidman $1,218,531 for professional services rendered for the Companys audit of the annual financial statements and managements assessment of internal controls and for reviews of the Companys financial
statements included in the Companys quarterly reports on Form 10-Q filed with the SEC. For fiscal 2005, the Company and its subsidiaries paid BDO Seidman $1,293,251 for professional services rendered for the Companys audit of the annual
financial statements and managements assessment of internal controls and for reviews of the Companys financial statements included in the Companys quarterly reports on Form 10-Q filed with the SEC.
. In fiscal 2006, the Company paid $408,790 for consultation concerning financial accounting and reporting standards. The
Company also paid $28,000 for employee benefit plan audits in fiscal 2006. In fiscal 2005, the Company paid $115,800 for consultation concerning financial accounting and reporting standards. The Company also paid $39,000 for employee benefit plan
audits in fiscal 2005.
In fiscal 2006, the Company paid BDO Seidman $56,177 for tax fees. In fiscal 2005, the Company
paid BDO Seidman $2,588 for tax fees.
All Other Fees
The Company did not pay BDO Seidman for any other fees in
fiscal 2006 and fiscal 2005.
Pre-approval Policies and Procedures.
The Audit Committee Charter adopted by the Board of Directors of
the Company requires that, among other things, the Audit Committee pre-approve the rendering by the Companys independent auditor of all audit and permissible non-audit services. The Audit Committee has approved all of the services provided by
BDO Seidman referred to above. The Audit Committee has also authorized the Companys management in advance to engage the Companys independent auditor from time to time in the future to perform certain services in areas pre-approved by the
Audit Committee that at any one time will not involve more than $25,000 per project and more than $50,000 in the aggregate.