Corporate Profile

Founded in 1917 as a street corner newsstand in Florence, Alabama, Books-A-Million, Inc. has grown to become the premier book retailing chain in the Southeastern United States, and the second largest book retailer in the nation. Based in Birmingham, Alabama, the company currently operates more than 250 stores in 31 states and the District of Columbia. In addition to its primary retail component, the corporation includes a book wholesale and distribution subsidiary, American Wholesale Book Company, an e-commerce division operating as BOOKSAMILLION.COM, and an internet development and services company, NetCentral, in Nashville, Tennessee.

RETAIL STORES

Books-A-Million operates retail stores modeled after one of three formats.

Books-A-Million Superstores average over 20,000 square feet and provide an expansive selection of books, magazines, bargain books, collectible supplies, extensive card and gift departments, as well as special category shops within the store. Our "Faithpoint" category, for instance, features the best of references and writings for the Christian market. Books-A-Million stores also feature the Joe Muggs® Café — a full line coffee and espresso bar offering a wide selection of gourmet coffees, teas, desserts and brewing supplies. Over two thirds of the company's retail stores are the Books-A-Million format.

Bookland "traditional" stores represent less than one third of the company's retail outlets. These traditional bookstores average 3,500 to 4,500 square feet and operate primarily in mall environments. All Booklands carry a full selection of books and magazines, and many include card and gift departments as well.

Joe Muggs® Newsstands represent our third, and most recent store concept. These stores average 3,000 square feet, and combine an expanded Joe Muggs® Café presentation with an exhaustive newsstand selection of magazines, newspapers and best sellers.

WHOLESALE DISTRIBUTION

American Wholesale Book Company is based in Florence, Alabama, and provides complete book wholesale and distribution services for retailers across the Southeast. Additionally, the company has developed to provide Internet fulfillment services for book product sold by various e-commerce companies. The integration of complete wholesale and distribution services within the corporation provides significant economies and opportunities for cost savings for both the retail and e-commerce divisions of Books-A-Million, Inc.

Book$mart, Inc., also located in Florence, Alabama, is a full service bargain book distributor, servicing a large number of retail and wholesale clients throughout the country. Its 200,000 square foot distribution facility offers a tremendous assortment of value-priced books, from specially published packages to publisher remainders of previous bestsellers.

E-COMMERCE AND INTERNET SERVICES DEVELOPMENT

BOOKSAMILLION.COM, the company's e-commerce website, was successfully launched in 1998. Like our stores, the site is open, inviting and focused on the product. Since the site's launch, we have continued to enhance its design, product offerings, editorial content and customer service attributes, as well as maintain our position as a value leader in book e-tailing. Through our American Internet Services division, we continue to develop a suite of e-commerce solutions aimed to meet the needs of a variety of business clients. The acquisition of NetCentral continues to provide us with the development experience and systems resources needed to continue to innovate and compete effectively in the e-commerce arena.

NetCentral, an Internet development and services company, was acquired in January, 1999, and is based in Nashville, Tennessee. In addition to providing systems solutions and web development for all of the corporation's Internet and networking initiatives, NetCentral's Internet experience and its development of a comprehensive, integrated e-commerce platform continues to attract a growing number of outside clients as well.

Directors and Corporate Officers

BOARD OF DIRECTORS

Clyde B. Anderson
Executive Chairman

Terry C. Anderson
Director and Chief Executive Officer and President,
American Promotional Events, Inc.

Ronald G. Bruno
Director and President,
Bruno Capital Management Corporation

Ronald J. Domanico
Retired Senior Vice President and Chief Financial Officer
HD Supply

Edward W. Wilhelm
Executive Vice President, Chief Financial Officer
The Finish Line, Inc.

CORPORATE OFFICERS

Clyde B. Anderson
Executive Chairman

Terrance G. Finley
Chief Executive Officer & President

R. Todd Noden
Chief Financial Officer

James F. Turner
Executive Vice President of Real Estate and Business Development






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