Annual report pursuant to Section 13 and 15(d)

Related-Party Transactions

v2.4.0.6
Related-Party Transactions
12 Months Ended
Dec. 31, 2011
Related-Party Transactions [Abstract]  
Related-Party Transactions

Note 11 – Related-Party Transactions

Beginning in November 2003, the Company leased its corporate headquarters and primary warehouse from Nia Chloe, LLC ("Nia Chloe"), a member of which, Sol Khazani, is one of our board members. Another Nia Chloe member, Mehran Nia, was also one of our board members until his resignation in December 2009. Lease payments and expenses associated with this related party arrangement totaled $535,000, $389,000 and $374,000, respectively, for fiscal years 2009, 2010 and 2011. The Company has evaluated its relationship with Nia Chloe with regard to ASC 810 Consolidation ("ASC 810") . The Company has determined that Nia Chloe does not meet the criteria for consolidation under ASC 810 and therefore this entity is not consolidated in the Company's financial statements.

 

From time to time, the Company purchased inventory from an entity that was partially owned until 2009 by a member of the Company's Board of Directors. During fiscal 2009, the Company purchased inventory totaling $330,000, from the entity, which the Company believes to be at fair market value.

Since October 2006, the Company has purchased paid search engine marketing services from an entity of which a member of the Company's Board of Directors served as CEO until 2008 and chairman until mid-2009. During fiscal 2009, the Company purchased paid search engine marketing services totaling $225,000 from the entity, which the Company believes to be at fair market value.

In September 2008, the Company entered into a verbal agreement with a member of the Company's Board of Directors, Mehran Nia, to provide consulting services. The arrangement could be terminated by either party at anytime, and the director was paid $10,000 per month. Mr. Nia resigned from the Board of Directors in December 2009. During fiscal 2009 and 2010, the total consulting fees paid were $120,000 and $10,000, respectively, to the individual. The arrangement was terminated in January 2010, and the final payment was made to settle the account at that time.

The Company has entered into indemnification agreements with the Company's directors and executive officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company also intends to enter into indemnification agreements with the Company's future directors and executive officers.