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[NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS continued ]
37
2005 Annual Report Barnes & Noble, Inc.
Aggregate Amortization Expense:
For the 52 weeks ended January 28, 2006
$ 3,718
Estimated Amortization Expense:
(12 months ending on or about January 31)
2007.........................................................................................$2,684
2008.........................................................................................$2,531
2009.........................................................................................$2,395
2010.........................................................................................$2,382
2011.........................................................................................$2,023
The changes in the carrying amount of goodwill for the
52 weeks ended January 28, 2006 are as follows:
Balance as of January 29, 2005
$ 268,379
Foreign currency translation
(220)
Benefit of excess tax amortization (See Note 4)
(4,428 )
Balance as of January 28, 2006
$ 263,731
13. SHAREHOLDERS’ EQUITY
During the 52 weeks ended January 29, 2000 (fiscal
1999), the Board of Directors authorized a common
stock repurchase program for the purchase of up to
$250,000 of the Company’s common shares. The
Company completed this $250,000 repurchase
program during the first quarter of fiscal 2005. On
March 24, 2005, the Company’s Board of Directors
authorized an additional share repurchase program of
up to $200,000 of the Company’s common shares. The
Company completed this $200,000 repurchase
program during the third quarter of fiscal 2005. On
September 15, 2005, the Company’s Board of Directors
authorized a new share repurchase program of up to
$200,000 of the Company’s common shares. Share
repurchases under this program may be made through
open market and privately negotiated transactions from
time to time and in such amounts as management deems
appropriate. As of January 28, 2006, the Company
has repurchased 7,682,700 shares at a cost of
approximately $282,746 under these programs in fiscal
2005, bringing the combined total repurchases under
these programs to 16,690,400 shares at a cost of
approximately $478,769. The maximum dollar value
of common shares that may yet be purchased under the
current program is approximately $171,000 as of
January 28, 2006. During the first quarter of fiscal
2006 (through March 31, 2006), the Company
repurchased 1,602,000 shares at a cost of $68,184. All
repurchased shares are held in treasury.
Each share of the Company’s Common Stock also
entitles the holder to the right (the Right) to purchase
one four-hundredth of a share of the Company’s Series
H Preferred Stock for $225. The Right is only
exercisable if a person or group acquires 15% or more
of the Company’s outstanding Common Stock or
announces a tender offer or exchange offer, the
consummation of which would result in such person or
group owning 15% or more of the Company’s
outstanding Common Stock.
14. STOCK-BASED INCENTIVE PLANS
The Company grants stock awards in the form of
restricted stock or options to purchase Barnes & Noble,
Inc. (BKS) common stock, and prior to the Merger
granted options to purchase barnesandnoble.com inc.
(BNBN) common stock under stock-based incentive
plans. Through January 28, 2006, the Company has
accounted for stock-based awards in accordance with
the provisions of Accounting Principles Board Opinion
No. 25, “Accounting for Stock Issued to Employees”
and related interpretations. In accordance with SFAS
No. 123, the Company discloses the pro forma impact
of recording compensation expense utilizing the Black-
Scholes model for estimating the fair value of options
issued. The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded
options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models
require the input of highly subjective assumptions
including the expected stock price volatility. Because the
stock options have characteristics significantly different
from those of traded options, and because changes in
the subjective input assumptions can materially affect
the fair value estimate, in management’s opinion, the
Black-Scholes model does not necessarily provide a
reliable measure of the fair value of the companies’
stock options. The pro forma effect on earnings from
continuing operations and earnings per share, had the
Company applied the fair-value-recognition provisions
of SFAS No. 123, is shown in Note 1 to the Notes to
Consolidated Financial Statements.
BKS Stock-Based Incentive Plans
The Company currently has three incentive plans under
which stock options and restricted stock have been
granted to officers, directors and key employees of the
Company, the 1991 Employee Incentive Plan (the 1991
Plan), the 1996 Incentive Plan (the 1996 Plan) and the