UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Amendment No. 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______ to ______
Commission File No.: 0-11927
MOTO PHOTO, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1080650
(State of Incorporation) (Employer Identification No.)
4444 Lake Center Dr. Dayton, OH 45426
(Address of principal executive offices) (Zip Code)
(937) 854-6686
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Voting Common Stock, $.01 per share value
Common Stock Purchase Warrants, exercisable
on or before December 31, 1999
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in part of this Form
10-K or any amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant:
$8,085,570 in Voting Common Stock
as of March 25, 1999
(last actual transaction price)
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes _____ No _____
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock
as of March 25, 1999:
7,840,173 shares of Voting Common
0 shares of Non-Voting Common
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 1999 annual shareholders'
meeting, to be filed pursuant to Regulation 14A, are incorporated by reference
into Part III.
The Company is filing the following information required by Part III of
Form 10-K in order to file information inadvertently omitted from the EDGAR
filing of the Company's proxy statement for its 1999 Annual Meeting of
Shareholders, portions of which were incorporated by reference into the
Company's Form 10-K. Such inadvertently-omitted information was included in
the Company's proxy statement mailed to shareholders.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
INFORMATION CONCERNING DIRECTORS
Michael F. Adler. Age 62. Mr. Adler was elected Chief Executive Officer
of the Company in June, 1985, and its Chairman in October, 1990. From February,
1984 through December, 1996 he served as the Company's President. He was
elected a director of the Company on June 29, 1983. Mr. Adler has also been
President, Chief Executive Officer and a director of Progressive Industries
Corporation ("Progressive") since 1968, positions he still holds. He is a
member of the Board of Directors and Chairman of the Venture Capital and
Strategic Planning Committee of the City-Wide Development Corporation, Dayton,
Ohio, The National Center for Industrial Competitiveness, The Advisory Board of
Alpha Capital. Mr. Adler chairs the 20/20 Economic Development Committee for
the City of Dayton, Ohio. Mr. Adler has previously been a member of the Board
of Trustees of the Photo Marketing Association, the Ohio Building Authority, and
the State Governance Board-Jobs for Ohio Graduates, a member of the executive
committee and past Chairman of the Board of Trustees-Jobs for Dayton Graduates,
as well as chairman of the nominating council of the Public Utilities Commission
of Ohio and of the City-Wide Development Corporation, Dayton, Ohio.
Frank W. Benson. Age 71. Mr. Benson became a director of the Company in
February, 1989. Since June, 1988, Mr. Benson has been Director of Finance and
Administration, and, since October, 1989, Treasurer of the Center for Policy
Negotiation, Inc. in Boston, Massachusetts. He served as an independent
consultant to small businesses from May, 1987 through May, 1988. From February,
1983 through April, 1987, Mr. Benson was President, Treasurer, and a director
(through January, 1987) of Bailey's of Boston, Inc., a manufacturer and retailer
of ice cream and candies in Massachusetts.
D. Lee Carpenter. Age 50. Mr. Carpenter became a director in December,
1997. Since 1978, Mr. Carpenter has been Chairman and Chief Executive Officer of
Design Forum in Dayton, Ohio, a firm providing strategic design services to
businesses. Mr. Carpenter is a member of the Board of Directors of the
Association of Professional Design Firms and a member of the American Institute
of Graphic Arts, the International Mass Retailers Association and the National
Retail Federation.
Leslie Charm. Age 55. Mr. Charm became a director in October, 1990.
Since August 1990 Mr. Charm has also been partner of Restoration Associates, an
entrepreneurial advisory firm in Babson Park, Massachusetts. Mr. Charm is a
former director of the International Franchise Association. Mr. Charm is a
former director of the International Franchise Association. In addition, since
1989 Mr. Charm has been an adjunct professor of entrepreneurial finance at
Babson College in Wellesley, Massachusetts. He is also a director of several
privately-held companies and of New Generation Foods, Inc., in Scarsdale, New
York, a publicly-held company providing credit information via the Internet.
Dexter B. Dawes. Age 62. Mr. Dawes became a director of the Company in
December, 1989. Mr. Dawes is the founder, a director, and chief financial
officer of Puffin Designs, Inc., a software company based in Sausalito,
California. From 1975 to 1998, Mr. Dawes was Chairman of the New York and San
Francisco-based investment banking firm of Bangert, Dawes, Reade, Davis & Thom
Incorporated. In addition, between September, 1989, and December, 1996, Mr.
Dawes was President of John Hancock Capital Growth Management, Inc.
Harry D. Loyle. Age 45. Mr. Loyle became a director of the Company in
July, 1993. Since July, 1985, Mr. Loyle's principal occupation has been as
President of ProMoto Management Corporation, an area developer for the Company.
He also serves as Secretary/Treasurer and is a shareholder and director of the
following MotoPhoto franchisees: Corral Photographic Corporation in Northfield,
New Jersey, Post Imaging Corporation in Huntingdon Valley, Pennsylvania, and The
Positive Negative, Inc. in Bala Cynwyd, Pennsylvania. Mr. Loyle serves as
director and/or officer or partner of a number privately held businesses in New
Jersey and Pennsylvania. From 1976 to 1985, he was President and General Manager
of Charlex, Inc., a company that owned and operated retail photographic stores.
In January 1995, Mr. Loyle was elected to the Franchisee Advisory Council of the
International Franchise Association and was elected the Council's Second Vice
Chairman in June 1999.
David A. Mason. Age 58. Mr. Mason was elected Treasurer and a director
of the Company in June, 1983 and Executive Vice President - Finance and Chief
Financial Officer in December, 1983. Mr. Mason has also been Senior Vice
President and Treasurer of Progressive since 1975 and a director of Progressive
since 1976, positions he still holds. He is a former member of the Board of
Directors of the Dayton chapter of the Financial Executives' Institute and of
the Executive Board of Advisors of the International Minilab Association, Inc.
Mr. Mason is also President of National Photo Labs II, Inc., a franchise owner
with one MotoPhotosm store in Dayton, Ohio.
James F. Robeson, Ph.D. Age 62. Dr. Robeson became a director in June,
1998. Between December, 1997 and July 10, 1998, he was acting Chief Executive
Officer and President of ROBERDS, Inc., a chain of electronics, appliance, and
furniture stores based in West Carrollton, Ohio. Dr. Robeson has also been a
director of ROBERDS since November, 1993. From July, 1996 through December,
1997, Dr. Robeson was Interim Director, Miami University Art Museum, Oxford,
Ohio. He was Herbert E. Markley Visiting Scholar in Business, Miami University,
Oxford, Ohio, from August, 1995 through May, 1997. From July, 1993 to the
present, Dr. Robeson has served as an independent consultant to distribution
companies and as an independent consultant on marketing, logistics, and general
business matters, including services rendered through the firm of
PricewaterhouseCoopers.
EXECUTIVE OFFICERS
In addition to Messrs. Adler and Mason, who are listed elsewhere herein
under the heading "Information Concerning Directors," the following individuals
also serve as executive officers of the Company.
Frank M. Montano. Age 47. Mr. Montano was appointed President and Chief
Operating Officer in January, 1997. From September, 1992 to January, 1997, Mr.
Montano served as Executive Vice President and Chief Operating Officer. From
June, 1990 to September, 1992, he served with Sbarro, Inc., first as Vice
President of Licensing (June, 1990 to May, 1991) and then as Senior Vice
President (May, 1991 to September, 1992). From April, 1989 to June, 1990, Mr.
Montano was associated with Diet Center, Inc., as Vice President of Operations
(April, 1989 to October, 1989) and as Senior Vice President (October, 1989 to
June, 1990). From August, 1986 to April, 1989, Mr. Montano was Vice President
of Franchising for Marriott Corporation.
Leonard S. Swartz. Age 66. Mr. Swartz has been Senior Vice President for
Franchise Operations since January 1990. From July, 1989 to January, 1990, Mr.
Swartz was Senior Vice President for Operations. Between February, 1984 and
July, 1989, Mr. Swartz was Executive Vice President for Operations of the
Company.
Paul Pieschel. Age 59. Mr. Pieschel was appointed Senior Vice President
of Franchise Sales in February, 1997. From March, 1985 to February, 1997, Mr.
Pieschel was Vice President of Franchise Sales. Since 1984, Mr. Pieschel has
also served as the Company's Vice President of Human Resources.
Lloyd F. ("Rick") Noland. Age 53. Mr. Noland was appointed Senior Vice
President of Marketing in August, 1998. From December, 1995 through October,
1997, Mr. Noland served as President of Whitmire Micro-Gen, a manufacturer of
chemicals and equipment for professional pest control, horticultural, and animal
health industries in St. Louis, Missouri, and a wholly-owned subsidiary of S.C.
Johnson & Son,. From 1993 through November, 1995, Mr. Noland was Director,
Global Business Development, for S.C. Johnson & Son, a company marketing
consumer and institutional cleaning, fragrance, insecticide, and storage
products, in Racine, Wisconsin.
There is no formal arrangement among the directors or shareholders to
nominate any person for election to the Board of Directors. No family
relationships exist between or among directors or officers of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires directors
and executive officers of the Company and persons who beneficially own more than
10% of the Company's Common Stock to file reports of ownership and changes in
ownership of the Company's Common Stock with the Securities and Exchange
Commission. The Company is required to disclose delinquent filings of reports
by such persons. Based on a review of the copies of such reports and amendments
thereto received by the Company, or written representations that no filings were
required, the Company believes that no person who at any time during 1998 was
director, executive officer, or beneficial owner of more than ten percent of any
class of the equity securities of the Company failed to file reports as required
by Section 16(a) of the Securities Exchange Act of 1934, except as described
below.
Through inadvertence, Dexter B. Dawes filed one late report as to one
transaction; the report was filed as soon as the failure to file was discovered.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF OUTSIDE DIRECTORS
The Company pays certain compensation to its outside directors for their
services to the Company. Directors who are also employees of the Company
receive no additional remuneration for serving as directors.
During 1998, outside directors were entitled to receive monthly fees of
$400, as well as a fee of $750 per Board of Directors meeting attended in
person, $225 per committee meeting attended in person, and $150 per meeting
attended via telephone conference call. The Board of Directors has also
approved a plan to compensate outside directors who choose to participate in the
plan with shares of Common Stock instead of cash payments. During 1998, each
director who participated in the plan received 200 shares of Common Stock per
month, 300 shares per Board meeting attended in person, 100 shares per meeting
attended via telephone conference call. For 1999, cash compensation for outside
directors will not change, but directors choosing to receive shares of Common
Stock in lieu of cash payments will receive shares having a value, based on the
average closing sale prices of the Common Stock during December 1998 ($1.27),
equal to 150% of the cash compensation that the director would otherwise have
been entitled to receive. Messrs. Benson, Carpenter, Dawes, and Loyle elected
to receive Common Stock as compensation during 1998. Messrs. Benson, Carpenter,
Dawes, Loyle, and Robeson have elected to receive Common Stock as compensation
during 1999.
In addition, Mr. Charm, who acts as a consultant to the Company, was paid
fees of $6,000 for his services in that capacity during 1998.
EXECUTIVE COMPENSATION
The following table provides information with respect to compensation
received for the preceding three fiscal years by the Company's chief executive
officer and the four other most highly compensated executive officers of the
Company. These individuals are referred to herein as the "named executive
officers."
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATI
ON
OTHER
ANNUAL SECURITIES ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- UNDERLYING COMPEN-
POSITION YEAR SALARY BONUS SATION(1) OPTIONS(#) SATION(2)
<S> <C> <C> <C> <C> <C> <C>
Michael F. Adler 1998 $189,634 - $23,544 38,760 $ 5,900
Chairman and Chief 1997 160,125 $68,627 26,975 - 10,001
Executive Officer 1996 156,000 85,000 21,924 190,000 14,048
Frank M. Montano 1998 $162,604 - $ 3,895 37,464 $13,044
President and Chief 1997 154,725 $52,591 -
Operating Officer 1996 51,000 200,000
David A. Mason 1998 $123,223 - $ 3,895 28,416 $15,212
Executive Vice 1997 117,400 $42,073 3,246 - 5,949
President, Chief 1996 114,400 50,000 3,246 55,000 7,493
Financial Officer
and Treasurer
Leonard S. Swartz 1998 $108,332 - $ 2,776 25,229 $ 2,523
Senior Vice 1997 150,800 $ 8,088 2,776 - 7,058
President - 1996 100,384 15,839 2,776 - 12,959
Franchise
Operations
Paul Pieschel 1998 $ 89,234 $23,492(3) $ 3,895 20,808 $ 2,496
Senior Vice 1997 86,725 31,395 3,246 - 4,944
President - 1996 80,500 33,685 3,246 - 7,423
Franchise Sales
</TABLE>
(1)The primary component of "Other Annual Compensation" for Mr. Adler is a car
allowance. In 1998, 1997, and 1996, the car allowances were $14,225,
$14,123, and $12,032, respectively.
(2)"All Other Compensation" in 1998 for Mr. Adler consists of (i) $2,700 of
insurance premiums paid by the Company with respect to a $500,000 term life
insurance policy covering Mr. Adler that is maintained by the Company for Mr.
Adler's benefit pursuant to his employment agreement and (ii) $3,200
consisting of the Company's contributions for Mr. Adler to the Company's
defined contribution retirement plan. "All Other Compensation" in 1998 for
Mr. Montano consists of $1,171 equivalent to interest at 9% that would have
accrued during such period on transition loans made by the Company to Mr.
Montano during 1992 and 1993 in connection with his employment by the Company
with respect to which no interest is charged, $8,673 representing
indebtedness under such loans forgiven by the Company during 1998, and $3,200
representing the Company's contribution for Mr. Montano to the Company's
defined contribution retirement plan. "All Other Compensation" in 1998 for
Messrs. Mason, Swartz, and Pieschel consists of the Company's contributions
for them to the Company's defined contribution retirement plan.
(3)Bonus to Mr. Pieschel for 1998, 1997, and 1996 includes commissions, paid to
Mr. Pieschel in connection with the sale of franchises, of $23,492, $29,395,
and $20,993, respectively.
OPTION GRANTS DURING 1998
The following table provides information concerning the grant of stock
options during the year ended December 31, 1998 to each of the named executive
officers.
<TABLE>
<CAPTION>
POTENTIAL
REALIZED VALUE AT
ASSUMED ANNUAL
INDIVIDUAL GRANTS RATES OF STOCK
PRICE APPRECIATION
FOR OPTION TERM(2)
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED
OPTIONS TO EXERCISE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (1) IN 1998 PER SHARE DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael F. Adler 19,380 5.1% $2.75 03/1/2003 $15,000 $33,179
19,380 5.1% 2.75 1/29/2008 33,508 84,923
Frank M. Montano 18,732 4.9% 2.50 03/1/2003 13,169 29,166
18,732 4.9% 2.50 1/29/2008 29,447 74,628
14,208 3.7% 2.50 03/1/2003 9,988 22,122
David A. Mason 14,208 3.7% 2.50 1/29/2008 22,335 56,605
Leonard S. 12,614 3.3% 2.50 3/01/2003 8,868 19,640
Swartz 12,615 3.3% 2.50 1/29/2008 19,831 50,258
Paul Pieschel 10,404 2.7% 2.50 3/01/2003 7,314 16,199
10,404 2.7% 2.50 1/29/2008 16,355 41,450
___________________________
</TABLE>
(1)All of the options shown were granted under the Company's Stock Ownership
Plan under the 1992 Performance and Equity Incentive Plan. For each named
executive officer, the first option listed is exercisable in 20% increments
per year on each successive anniversary date of the grant; the second option
is exercisable in 20% increments per year on each successive anniversary date
of the grant, provided that, in such year, the Company achieves certain
growth in earnings per share over the Company's earnings per share in 1997.
To the extent the second option has not previously become exercisable based
on growth in earnings per share, the option becomes fully exercisable on
October 30, 2007. Each officer is required to own and retain shares of the
Company's Common Stock to participate in the Stock Ownership Plan, and the
number of shares underlying option grants under the program is calculated
using a formula based, in part, on the number of shares owned; generally
resulting in grants of options to purchase four shares for each one share
owned.
(2) The Potential Realizable Values upon exercise of stock options are equal to
the product of the number of shares underlying the options and the difference
between (i) the respective hypothetical stock prices on the date of option
exercise and (ii) the exercise price per share of the options. The
hypothetical stock prices are equal to the price per share of the Common
Stock as of the date of the option grant compounded annually at the rates of
5% and 10%, respectively, over the term of the option. The rates of
appreciation used are required by the Securities and Exchange Commission and
do not represent a projection or estimate by the Company on the potential
growth of the value of its Common Stock. Therefore, there can be no
assurance that the rate of stock price appreciation presented in this table
can be achieved.
OPTION EXERCISES AND YEAR-END OPTION VALUES
None of the named executive officers exercised any stock option during the
year ended December 31, 1998. The following table provides information
concerning unexercised stock options held by the named executive officers as of
December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END($)(1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Michael F. Adler 220,542 74,485 - -
Frank M. Montano 129,298 172,046 - -
David A. Mason 77,396 54,909 - -
Leonard S. Swartz 19,203 47,459 - -
Paul Pieschel 14,463 37,313 - -
____________________
</TABLE>
(1) Based on the closing sale price of the Company's Common Stock on December
31, 1998 of $1.1875 per share as reported on the NASDAQ.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
In April, 1997, Michael F. Adler, the Company's Chairman and Chief
Executive Officer, entered into an employment contract with a term through
December 31, 1999. The employment contract is automatically renewed at the end
of each fiscal year for an additional three years unless the Board takes other
action. The employment contract provides for a base salary of $161,500 per
year, subject to annual review by the Board of Directors. Beginning April,
1998, Mr. Adler's base salary was set at $200,000 per year. The employment
contract calls for Mr. Adler's bonuses to be determined by the Board of
Directors or a committee of the Board. The employment contract requires the
Company to maintain for Mr. Adler's benefit a $500,000 term life insurance
policy covering Mr. Adler. The Company paid premiums of $2,670 for this policy
during 1998. The employment contract also provides that, in the event Mr.
Adler's employment is terminated without cause, he will be entitled to salary
continuation equal to thirty-six months of the salary he was receiving
immediately prior to termination, as well as continuation of benefits which he
was receiving at the time of termination, including health insurance and use of
suitable office and secretarial support, but excluding a car allowance.
In June, 1996, David A. Mason, the Company's Executive Vice President,
Chief Financial Officer and Treasurer, entered into an employment contract with
a term through December 31, 1998. In December 1997, the employment contract was
amended to provide, among other things, for a term through December 31, 2000.
Commencing January 1, 2000, the term of the employment agreement will be
extended so that the term of the agreement will always be for a period of one
year unless Mr. Mason or the Company elects not to continue the contract or
unless Mr. Mason's employment is terminated earlier. The employment contract,
as amended, provides for a base salary of $125,000 per year, subject to annual
review by Mr. Adler after consultation with the Compensation Committee of the
Board of Directors. Under the employment contract, Mr. Mason's eligibility for
bonus payments for 1998 was based on an incentive formula set forth in the
contract. The employment contract calls for Mr. Mason's bonuses for subsequent
years to be determined by Mr. Adler after consultation with the Compensation
Committee. The employment contract provides that, if there is a change in
control of the Company, the employment contract will be extended for three years
from the date of the change of control.
In June, 1996, Frank M. Montano, the Company's President and Chief
Operating Officer, entered into an employment contract with a term through
December 31, 1998. In December 1997, the employment contract was amended to
provide, among other things, for a term through December 31, 2000. Commencing
January 1, 2000, the term of the employment agreement will be extended so that
the term of the agreement will always be for a period of one year unless Mr.
Montano or the Company elects not to continue the contract or unless Mr.
Montano's employment is terminated earlier. The employment contract provides for
a base salary of $150,000 per year, subject to annual review by Mr. Adler after
consultation with the Compensation Committee. Under the employment contract,
Mr. Montano's eligibility for bonus payments for 1998 was based on an incentive
formula set forth in the contract. The employment contract calls for Mr.
Montano's bonuses for subsequent years to be determined by Mr. Adler after
consultation with the Compensation Committee. The employment contract provides
that, if there is a change in control of the Company, the employment contract
will be extended for three years from the date of the change of control.
In January, 1999, Lloyd F. Noland, the Company's Senior Vice President of
Marketing, entered into an employment contract with a term through December 31,
2001. Commencing January 1, 2001, the term of the employment agreement will be
extended so that the term of the agreement will always be for a period of one
year unless Mr. Noland or the Company elects not to continue the contract or
unless Mr. Noland's employment is terminated earlier. The employment contract
provides for a base salary of $135,000 per year, subject to annual review by Mr.
Adler after consultation with the Compensation Committee. Mr. Noland's bonus for
1999 will be based on an incentive formula set forth in the contract but will be
no less than $20,000. The employment contract calls for Mr. Noland's bonuses
for subsequent years to be determined by Mr. Adler after consultation with the
Compensation Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors are
Frank W. Benson, Chairman of the Committee, D. Lee Carpenter and James F.
Robeson, Ph.D. During a portion of 1998, Leslie Charm and Douglas M. Thomsen,
a former director, also served on the Compensation Committee. All of such
current and former members of the Compensation Committee are, or were during
their period of service, independent non-employee directors of the Company. The
Committee establishes the compensation of the Chief Executive Officer, subject
to the terms of his employment contract. Michael F. Adler, Chairman and Chief
Executive Officer of the Company, sets compensation for all other executive
officers but reviews such decisions with the Compensation Committee.
REPORT OF THE COMPENSATION COMMITTEE AND MR. ADLER
COMPENSATION ELEMENTS
Compensation of the Company's executive officers consists of three
principal elements:
_Base salaries designed to be competitive in the Company's
geographic market and with comparably situated companies;
_Annual bonuses which are generally dependent on the Company's
profitability for the year but from time to time discretionary
bonuses are granted based on a subjective review of the performance
of executive officers and taking into consideration accomplishments
which will benefit the Company over the longer term; and
_Stock options which are designed to align the executive officers'
interests with long-term interests of the shareholders.
EXECUTIVE OFFICER COMPENSATION
Several of the Company's executive officers, including Messrs. Adler,
Montano, Mason and Noland, are employed pursuant to employment contracts which
specify base salary and bonus levels. It is the Company's policy to pay base
salaries to executive officers in the 25th to 75th percentile for comparable
positions for comparably situated companies. Bonuses for executive officers are
determined by the terms of the executive officer's employment contract, if any,
approved by the Compensation Committee. In the absence of specific contractual
provisions, the Compensation Committee determines Mr. Adler's bonus, and Mr.
Adler, after consultation with the Compensation Committee, determines the
bonuses for the remaining executive officers.
For 1998, the executive officers generally were eligible to receive bonuses
based on achievement by the Company of certain target pre-tax profit levels.
These levels were not achieved and no such bonuses were paid to executive
officers for 1998. Mr. Pieschel, Senior Vice President - Franchise Sales,
continued to receive commissions in connection with the Company's sales of
franchises for 1998 at commission levels determined by Mr. Adler after
consultation with the Compensation Committee.
The Compensation Committee administers the Company's 1992 Performance and
Equity Incentive Plan (the "Plan"), which permits the Committee to grant to
officers and key employees stock option and other equity-based incentive awards.
In authorizing awards under the Plan to executive officers, the Committee
considers various factors, including the relative responsibilities of the
recipient, the Committee's subjective evaluation of the recipient's performance,
and the recipient's relative equity interest in the Company in the form of
stock, stock options, or other equity-based incentive awards in view of the
Committee's desire to align the interests of management and the shareholders in
the long-term performance and financial success of the Company.
During 1998, options to purchase a total of 218,563 shares of Common Stock
were granted to executive officers at exercise prices equal to 100%, or in the
case of Mr. Adler 110%, of the market price of the Common Stock on the date of
grant. With the exception of options to purchase 25,000 shares of Common Stock
granted to an executive officer in connection with the commencement of his
employment with the Company, all of such options were granted in connection with
a program requiring the optionee to own and retain at least one share of Common
Stock for each four options granted, thus furthering the Compensation
Committee's goal of strengthening the mutuality of interests of management and
the shareholders through increased share ownership by management.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Compensation for the Company's Chief Executive Officer, Michael F. Adler,
is determined under the terms of his employment contract with the Company.
During 1998, Mr. Adler received base salary of $189,634. Mr. Adler's bonus
compensation is determined by the Compensation Committee pursuant to the
employment contract and for 1998 was dependent upon the Company's achieving
certain target pre-tax profit levels. These levels were not achieved, and Mr.
Adler did not receive a bonus for 1998.
SECTION 162(M)
The Committee has not adopted a policy with respect to qualification of
executive compensation in excess of $1 million per individual for deduction
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder. The Committee currently does not anticipate that the
compensation of any executive officer during 1999 will exceed the limits on
deductibility for 1999. In determining a policy for future periods, the
Committee would expect to consider a number of factors, including the tax
position of the Company, the materiality of amounts likely to be involved and
any potential ramifications of the loss of flexibility to respond to
unforeseeable changes in circumstances.
Compensation Committee:
Frank W. Benson, Chairman of Compensation Committee
D. Lee Carpenter
James F. Robeson, Ph.D.
Michael F. Adler, Chief Executive Officer
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
The following line graph compares the yearly percent change in the
cumulative total shareholder return of the Company's Common Stock against the
cumulative total return of the Center for Research in Security Prices ("CRSP")
Index for the NASDAQ Stock Market (U.S. Companies) and the CRSP Index for NASDAQ
Retail Trade Stocks for the period of five fiscal years (1994 to 1998). It
assumes that $100 was invested on December 31, 1993 in the Company's Common
Stock and in each of the other indices, with all dividends reinvested.
<TABLE>
<CAPTION>
Index for the
NASDAQ Stock Index for
Market U.S. NASDAQ Retail
Date Company Companies Trade Stocks
<S> <C> <C> <C>
12/31/1993 100.000 100.000 100.000
01/31/1994 104.545 103.035 99.748
02/28/1994 95.455 102.073 97.710
03/31/1994 95.455 95.797 91.983
04/29/1994 109.091 94.553 92.177
05/31/1994 100.000 94.785 90.034
06/30/1994 86.364 91.318 88.228
07/29/1994 81.818 93.193 88.373
08/31/1994 75.000 99.135 95.011
09/30/1994 75.000 98.881 96.454
10/31/1994 72.727 100.824 97.630
11/30/1994 90.909 97.479 93.923
12/30/1994 86.364 97.752 91.181
01/31/1995 72.727 98.310 87.980
02/28/1995 65.909 103.509 89.796
03/31/1995 84.091 106.578 90.186
04/28/1995 79.545 109.936 89.693
05/31/1995 81.818 112.772 91.824
06/30/1995 79.545 121.911 99.341
07/31/1995 68.182 130.873 104.736
08/31/1995 72.727 133.526 104.442
09/29/1995 72.727 136.596 106.342
10/31/1995 72.727 135.807 104.458
11/30/1995 65.909 138.996 103.902
12/29/1995 56.818 138.256 100.430
01/31/1996 45.455 138.936 99.410
02/29/1996 47.727 144.224 105.980
03/29/1996 45.455 144.699 112.938
04/30/1996 43.182 156.700 123.146
05/31/1996 68.182 163.896 126.055
06/28/1996 61.364 156.508 120.714
07/31/1996 72.727 142.551 113.322
08/30/1996 72.727 150.538 121.354
09/30/1996 68.182 162.052 127.442
10/31/1996 72.727 160.261 122.180
11/29/1996 68.182 170.168 125.183
12/31/1996 68.182 170.015 119.726
01/31/1997 63.636 182.098 122.276
02/28/1997 65.909 172.026 118.068
03/31/1997 56.818 160.793 113.898
04/30/1997 65.909 165.820 110.101
05/30/1997 63.636 184.612 121.659
06/30/1997 65.909 190.266 128.673
07/31/1997 68.182 210.349 134.493
08/29/1997 71.591 210.028 136.800
09/30/1997 81.818 222.440 145.872
10/31/1997 86.364 210.924 137.976
11/28/1997 86.364 211.979 141.094
12/31/1997 100.000 208.580 140.668
01/30/1998 90.909 215.158 142.674
02/27/1998 98.864 235.360 155.652
03/31/1998 86.364 244.052 168.823
04/30/1998 86.364 248.196 169.176
05/29/1998 72.727 234.573 162.968
06/30/1998 59.091 251.119 172.399
07/31/1998 65.909 248.467 160.152
08/31/1998 54.545 199.752 118.740
09/30/1998 67.614 227.341 125.365
10/30/1998 54.545 236.632 139.460
11/30/1998 52.273 259.943 158.340
12/31/1998 43.182 293.209 170.233
</TABLE>
LEGEND
CRSP Total
Returns Index for: 12/1993 12/1994 12/1995 12/1996 12/1997 12/1998
Moto Photo, Inc. 100.0 86.4 56.8 68.2 100.0 43.2
Nasdaq Stock Market
(U.S. Companies) 100.0 97.8 138.3 170.0 208.6 293.2
Nasdaq Retail Trade
Stocks 100.0 91.2 100.4 119.7 140.7 170.2
SIC 5200-5599,
5700, 5799,
5900-5999
U.S. & Foreign
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all
dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, si not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/1993.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At April 15, 1999, the Company had 7,840,173 shares of Common Stock
outstanding. The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 15, 1999 by (i)
each of the Company's directors or nominees for director, its chief executive
officer and its other executive officers whose total salary and bonus for the
year ended December 31, 1998 exceeded $100,000, (ii) all directors, nominees and
executive officers of the Company as a group, and (iii) each person who is known
by the Company to beneficially own more than 5% of the Company's Common Stock.
Unless otherwise indicated, the Company believes that the persons named in the
table have sole voting and investment power with respect to the shares indicated
as beneficially owned by them.
<TABLE>
<CAPTION>
NUMBER PERCENT
NAME OF SHARES OF CLASS (1)
<S> <C> <C>
DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS
Michael F. Adler (2) 1,511,950 18.6%
4444 Lake Center Drive
Dayton, OH 45426
Harry D. Loyle (3) 537,688 6.8%
410 S. Main Plaza
Pleasantville, NJ 08232
David A. Mason (4) 123,675 1.6%
Dexter B. Dawes (5) 56,513 *
Frank W. Benson (5) 44,713 *
D. Lee Carpenter (5) 30,413 *
Leslie Charm (5) 25,000 *
James F. Robeson, Ph.D. (5) 29,013 *
Frank M. Montano (6) 174,160 2.2%
Leonard S. Swartz (7) 62,027 *
Paul Pieschel (8) 33,685 *
ALL DIRECTORS, NOMINEES AND EXECUTIVE 2,641,337 31.0%
Officers as a Group (12 persons) (9)
BENEFICIAL OWNERS OF MORE THAN
5% OF THE COMMON STOCK
Fuji Photo Film U.S.A. Inc. (10) 1,000,000 11.3%
555 Taxter Road
Elmsford, NY 10523
Mark E. Brady (11) 776,280 9.9%
Robert J. Suttman (11)
Ronald L. Eubel (11)
Bernie Holtgreive (11)
c/o Eubel Brady & Suttman
Asset Management, Inc.
7777 Washington Village Dr.
Suite 210
Dayton, OH 45459
________________________
</TABLE>
* Less than 1%
(1)Percent of class is calculated without regard to shares of Common Stock
issuable upon exercise of outstanding warrants or stock options, except that
any shares a person is deemed to own by having the right to acquire upon
exercise of a warrant or option are considered to be outstanding solely for
purpose of calculating such person's percentage ownership.
(2)The shares of Common Stock indicated as beneficially owned by Mr. Adler: (i)
include 2,332 shares owned by Michael F. Adler as custodian for Elizabeth
Adler; (ii) include 6,000 shares owned by the Elizabeth Adler Trust for which
Mr. Adler is trustee; (iii) include 1,000 shares which he has the right to
acquire upon exercise of warrants owned by him; (iv) include 227,209 shares
which he has the right to acquire by exercise of stock options which are
currently exercisable; (v) include 2,000 shares issuable upon the exercise of
warrants owned by the Robert Adler Trust for which Mr. Adler is co-trustee
and shares voting and investment power with Jacob A. Myers, an officer of the
Company; and (vi) exclude a total of 11,000 shares owned by Mr. Adler's
spouse, as to which Mr. Adler disclaims beneficial ownership. Such shares
also include 1,192,039 shares of Common Stock owned by Progressive Industries
Corporation ("Progressive"), which is 99% owned by Mr. Adler and his family,
which shares of Common Stock Mr. Adler may be deemed to own beneficially due
to his ownership of a controlling interest in Progressive and his position as
President of Progressive. The shares of Common Stock owned by Progressive
include 46,000 shares issuable upon exercise of warrants owned by
Progressive.
(3)Includes 3,000 shares which Mr. Loyle has the right to acquire upon exercise
of warrants owned by him and 25,000 shares which he has the right to acquire
by exercise of stock options which are currently exercisable. Mr. Loyle
shares voting and investment power with his wife.
(4)Includes 82,285 shares which Mr. Mason has the right to acquire upon exercise
of stock options which are currently exercisable and excludes 2,000 shares
owned by Mr. Mason's wife, as to which Mr. Mason disclaims beneficial
ownership.
(5)Includes 25,000 shares which this individual has the right to acquire upon
exercise of stock options which are currently exercisable.
(6)Includes 135,686 shares which Mr. Montano has the right to acquire upon
exercise of stock options which are currently exercisable.
(7)Includes 25,671 shares which Mr. Swartz has the right to acquire upon
exercise of stock options which are currently exercisable.
(8)Includes 19,645 shares which Mr. Pieschel has the right to acquire upon
exercise of stock options which are currently exercisable.
(9)Includes 640,496 shares which such group has the right to acquire upon
exercise of stock options which are currently exercisable and 52,000 shares
which such group has the right to acquire upon exercise of warrants.
(10) Consists of 1,000,000 shares issuable upon exercise of warrants owned by
Fuji Photo Film U.S.A., Inc. ("Fuji").
(11) Consists of shares as to which Mark E. Brady, Robert J. Suttman, Ronald
Eubel, and Bernie Holtgreive each share voting and investment power.
Also, Mr. Suttman beneficially owns 5,000 additional shares as to which
he has sole voting and investment power, and Mr. Brady beneficially
owns 1,900 additional shares as to which he has sole voting and
investment power.
POTENTIAL FUTURE CHANGE IN CONTROL
Fuji is the holder of 1,000,000 shares of Series G Non-Voting Cumulative
Preferred Stock (the "Fuji Preferred Stock") and warrants to purchase 1,000,000
shares of the Company's Common Stock for $2.375 per share which expire in 2002.
The Fuji Preferred Stock is redeemable by the Company at any time in
aggregate amounts of at least $1 million. The shares were subject to mandatory
redemption on January 1, 1999; however, because the market price of the
Company's Common Stock on January 1, 1999, was less than $3.00 per share, the
redemption of the Series G Stock has been extended until the earlier of (i) the
first date on which the market price of the Common Stock equals or exceeds $3.00
per share or (ii) January 1, 2000. Any redemption of the Fuji Preferred Stock
must be either in cash from the proceeds of an equity offering or in Common
Stock valued at 90% of the market price at the time of redemption; provided,
however, that Fuji may refuse any proposed redemption by the Company in shares
of Common Stock and elect to continue to hold the Fuji Preferred Stock without
impairment of any right to require redemption at a later time. The redemption
price for the Fuji Preferred Stock is $10.00 per share, or an aggregate of $10
million. If the Fuji Preferred Stock is redeemed in shares of Common Stock,
depending upon the market price of the Common Stock and the number of shares of
Common Stock outstanding, such redemption could result in Fuji acquiring control
of the Company.
The Fuji Preferred Stock is also redeemable at Fuji's option under certain
other circumstances ("Redemption Event") which include, after appropriate cure
periods, the failure of the Company to meet certain requirements under a supply
agreement with Fuji, default by the Company under certain other agreements
between the Company and Fuji, the termination of involvement in the day-to-day
management of the Company of either of Michael F. Adler or David A. Mason, a
change in control of the Company, the Company's bankruptcy or insolvency, or
failure by the Company to meet its obligations under other indebtedness in
excess of $100,000. If the Company fails to redeem all of the Fuji Preferred
Stock upon the occurrence of a Redemption Event, Fuji has the right, until all
of the shares of Fuji Preferred Stock are redeemed or the Redemption Event is
cured, to elect the majority of the Board of Directors.
ITEM.13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Adler, Mason, Swartz, and Pieschel own 23% of the outstanding
common stock of National Photo Labs II, Inc. ("NPL II"). NPL II owns one one-
hour photo processing store. The store owned by NPL II is managed by the
Company pursuant to a management agreement and is operated as a MotoPhoto store
under a franchise agreement. The management agreement provides for an annual
incentive fee based on cash generated. The franchise agreement provides for
monthly royalties equal to the greater of 5% of net sales or $1,000 per store.
During the year ended December 31, 1998, the Company received from NPL II total
revenues of approximately $308,000, including all royalty and incentive fees
paid and revenues derived from the sale by the Company to NPL II of operating
supplies and merchandise. This amount constituted approximately 0.8% of the
Company's total revenues.
Progressive purchased a MotoPhoto store from the Company and signed a
franchise agreement for the store, effective as of January 1, 1996. The
purchase price of the store was $64,000, its book value as of December 31, 1995.
During 1998 this store paid the Company royalty and advertising fees of $23,205.
Total revenues derived by the Company from this store, including all royalty and
advertising fees paid and revenues derived from the sale of operating supplies
and merchandise, were approximately $97,000. This amount constituted
approximately 0.3% of the Company's total revenues.
The Company's corporate offices are located at 4444 Lake Center Drive,
Dayton, Ohio 45426. The building in which the Company's offices are located is
76% owned by Michael F. Adler, members of Mr. Adler's family, David A. Mason,
and Leonard S. Swartz. Such offices, consisting of approximately 33,000 square
feet on approximately 2.4 acres of land, have been leased by the Company
pursuant to a lease providing for rent of $18,083 per month through June 1999.
The Company has agreed in principle to sign a new lease for these offices on the
following terms: the lease will have an initial term of ten years commencing
July 1, 1999, with two five-year renewal options. The rent will be $20,327 per
month through June 2004 and $22,374 from July 2004 through June 2009. During
1998, the Company made lease payments totaling $216,996.
Pursuant to the employment contract for Frank M. Montano when he joined the
Company in 1992, the Company advanced him moving expenses, the cost of temporary
housing in Dayton for a limited period of time, and a monthly living allowance
until Mr. Montano's home was sold. In connection with this arrangement, upon
the sale of his home in 1993, Mr. Montano executed a promissory note for
$52,036, the amount of the moving expenses and temporary housing and living
allowances; so long as Mr. Montano is still employed by the Company, one-sixth
of the principal will be forgiven on each anniversary date of the sale of his
home.
Pursuant to the employment contract for Lloyd F. Noland when he joined the
Company in 1998, the Company advanced him moving expenses and a monthly living
allowance for a limited period of time. In connection with this arrangement,
Mr. Noland executed a promissory note for $40,352, the amount of the moving
expenses and temporary living allowance; so long as Mr. Noland is still employed
by the Company, one-fifth of the principal will be forgiven on each anniversary
date of the sale of his home.
In February, 1997, the Company agreed to manage a MotoPhoto franchised
store owned by W. P. Enterprises, Inc. ("WP"), a corporation owned by Richard
Zsambok, the brother-in-law of Michael F. Adler. The management agreement
provides for an annual incentive fee based on cash generated and a monthly fee,
which supersedes the royalty fee required by the franchise agreement, equal to
the greater of 5% of net sales or $1,000. During 1998, this store paid the
Company monthly and advertising fees of $18,313. Total revenues derived by the
Company from this store, including all royalty and advertising fees paid and
revenues derived from the sale of operating supplies and merchandise, were
approximately $101,000. This amount constituted approximately 0.3% of the
Company's total revenues.
The foregoing transactions were and all future transactions with or loans
to officers, directors, key employees or their affiliates will be approved by a
majority of the members of the Board of Directors, or as appropriate, of the
Compensation Committee, who were not officers of the Company and/or were not
interested in the transaction.
Harry D. Loyle, a director of the Company, is a shareholder, officer, and
director in three One Hour MotoPhoto franchisees -- Corral Photographic
Corporation, Post Imaging Corporation, and The Positive Negative, Inc. Each
such franchisee owns and operates one store under a MotoPhoto franchise
agreement which provides for a royalty fee of six percent of net retail sales
and an advertising fee of one-half percent of net retail sales. Mr. Loyle also
was a shareholder, officer, and director in Nash Photographic Corporation,
which, for a portion of 1998, owned and operated a One Hour MotoPhoto store in
Abington, Pennsylvania under a similar MotoPhoto franchise agreement. During
1998, these four franchises paid royalty and advertising fees of $104,887.
Total revenues derived by the Company from such stores were approximately
$439,000, which constituted approximately 1.2% of the Company's total revenues.
In addition, Mr. Loyle is owner and President of ProMoto Management
Corporation ("ProMoto"), which acts as an area developer for the Company
pursuant to an area development agreement. As Area Developer, ProMoto receives
a portion of the initial franchise fee as compensation for the recruitment of a
franchisee in its area and also receives a portion of the royalty paid to the
Company by any franchised store in its area (including the stores owned by the
four franchisees named above) as compensation for performing training,
marketing, quality control and other services which would otherwise be performed
by the Company. During 1998, the Company paid ProMoto fees of $442,353. The
terms of the Company's area development agreement with ProMoto are the same as
those in the agreements of most of the Company's other area developers.
During 1998, Caroline Zsambok, wife of Michael F. Adler, provided
consultation to the Company on training and organizational learning services
through her company, Z Research and Consulting ("Z Research"). During 1998, the
Company paid Z Research fees of approximately $54,769. The Company has agreed
to provide Z Research with an office at the Company's headquarters and limited
secretarial support for non-Company work it performs. Z Research will
compensate the Company for all out-of-pocket expenses the Company incurs in
providing Z Research with an office and secretarial support.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTO PHOTO, INC.
By________________________
David A. Mason
Executive Vice President,
Treasurer, and Chief
Financial Officer
Date: June 17, 1999
<PAGE>
