-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNmz1jqUHwlI8kI9syo6n/UifmgRLH4Vm3ukCjIK5/IfmsYFeH+pj1am9BUQoF+p OUwTT3C7KYJ0Jjza8jgDbw== 0000891618-97-002732.txt : 19970627 0000891618-97-002732.hdr.sgml : 19970627 ACCESSION NUMBER: 0000891618-97-002732 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA ARTS GROUP INC CENTRAL INDEX KEY: 0000924645 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 770354419 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24294 FILM NUMBER: 97630613 BUSINESS ADDRESS: STREET 1: TEN ALMADEN BLVD STREET 2: 9TH FL CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089474680 10-K 1 FORM 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 1997 Commission File number 0-24294 MEDIA ARTS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 77-0354419 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 521 Charcot Avenue 95113 San Jose, California (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: (408) 324-2020 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 Par Value (Title of class) 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 statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of the Common Stock on May 31, 1997, as reported on Nasdaq National Markets was approximately $12,443,000. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the registrant's $0.01 par value Common Stock outstanding on May 31, 1997, was 11,025,527 Part III incorporates by reference from the definitive proxy statement for the registrant's 1997 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form. THIS FORM CONTAINS 56 PAGES. THE INDEX TO EXHIBITS IS ON PAGE 36. 2 PART I Forward looking statements in this Annual Report on Form 10-K, including those set forth in Item 1 and Item 7, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Stockholders are cautioned that all forward-looking statements pertaining to the Company involve risks and uncertainties, including, without limitation, those contained in Item 1 and Item 7 of this report and other risks detailed from time to time in the Company's periodic reports and other information filed with the Securities and Exchange Commission. ITEM 1. BUSINESS GENERAL Media Arts Group, Inc. (the "Company") designs, manufactures, markets and distributes fine quality collectible, gift, art and home decor products based upon the works of the artist Thomas Kinkade, "Painter of Light(TM)". The Company has assembled a team of managers that have extensive experience in the areas of product design, development, marketing and sales to implement its marketing and distribution program. In December 1993 and August 1994, the Company acquired 51% and 46% interests, respectively, in John Hine Limited, a United Kingdom Company that manufactured, marketed and distributed hand painted miniature cottages and other miniature buildings and figurines to customers primarily in the United States and the United Kingdom. In September 1996 the Company discontinued the operations of John Hine Limited in order to concentrate its resources on developing the Thomas Kinkade brandname. INDUSTRY OVERVIEW The Company currently operates primarily in the collectible gift, art and home decor accessory industries. The giftware, art and home decor accessories industries are highly fragmented at the wholesale and retail level and are composed of many domestic and foreign companies with a broad range of products, including collectibles, home decorations and other giftware items. Collectible products are often marketed as "limited editions," meaning that there are limits upon the number of reproductions, access to products or length of the production period. The Company has capitalized on the success of its limited edition products by creating lower price point products using the Thomas Kinkade brand name and artistic images. Based on data from the Collectors Information Bureau and other sources, secondary markets have developed for many collectible, gift and art products. Secondary market prices for limited edition products may or may not exceed the original price. BUSINESS STRATEGY The Company's strategy for growth is to develop creative and unique products based on the works of Thomas Kinkade, build the Thomas Kinkade brand name and control distribution. A key element of the Company's strategy is to capitalize on the success of Thomas Kinkade and to create brand name products that communicate a broad message of simple values, a joy in all that is good and positive, and a love of family and friends. In addition, the Company intends to increase distribution and awareness of the Thomas Kinkade lifestyle through continued expansion of licensed Thomas Kinkade stores, and will continue to evaluate the opportunity to expand its product offerings and distribution channels through acquisitions and strategic alliances. The Company's goal is to become a leading marketer and distributor of products in the art, gift, collectible and home decor industries. PRODUCT DEVELOPMENT PRODUCT MESSAGE. The Company believes that it can reach new consumers by communicating positive messages through its products. The Company is committed to communicating traditional and uplifting messages that will appeal to a broad audience. The Company believes that Mr. Kinkade's art has an ability to bring peace and encouragement into the homes of people. The Company feels that it can capitalize on the growing trend of Americans to simplify their lives by creating products that reflect that message. The Company plans to introduce more lifestyle products which may include videos, gifts, books, home textiles and stationery that communicate the message of traditional family values. 2 3 PRODUCT COLLECTIBILITY. The Company believes that collectible products have a high perceived value which can be reflected in product pricing. In addition, collectibility encourages successive purchases by consumers which enables the Company to introduce new products that capitalize on the collectible property. PRODUCT EDITIONS AND SERIES. The Company creates limited editions which it believes command a higher perceived value. Every product which is sold as a limited edition is accompanied by a certificate of authenticity that states the edition size. Generally, when a particular edition is sold out from the Company, a secondary market price may exceed the original offering price. Although the Company does not promote the potential economic advantages of purchasing limited edition products, the Company believes that this feature is an important consideration for some of its consumers. The Company targets consumers who are collectors and caters to them by introducing products in series rather than as single offerings. By releasing pieces in a series, the Company is able to generate pre-release orders from retailers anticipating collector demand for upcoming releases. The series format also encourages repeat purchases by the consumers. TIERED PRICING. The Company seeks to create products with a range of price points that appeal to a wide variety of consumer tastes while minimizing production costs. The Company offers multiple price points for its product lines to satisfy the needs of a variety of retail formats and to appeal to a broad range of consumer budgets. Retail prices of reproductions of Thomas Kinkade artwork range from $50 to $250 for small framed gift prints, $175 to $300 for an unframed paper lithograph, $325 to $1,250 for a framed canvas lithograph, $2,000 to $4,000 for a framed Studio Proof canvas lithograph, and $5,000 to $15,000 for a Masters Edition canvas lithograph. MARKETING MARKETING COMMUNICATIONS AND PROMOTIONS. The Company believes it can create a household name with Thomas Kinkade. The Company can achieve this through communicating a consistent message. Promotion efforts include national advertising, trade advertising, trade shows, sales promotions and artist events. Thomas Kinkade's "Painter of Light" brand name association is a common thread which ties together the variety of products surrounding his art. The Company seeks to sell products that have classic, enduring and uplifting messages that have broad consumer appeal. TRAINING. The Company has committed resources to implement a comprehensive training program for its products and sales methods. The Company's Thomas Kinkade Training Center in Monterey provides week long training sessions for potential licensees, store owners, and Company sales and marketing personnel. Product and sales training of knowledgeable sales representatives and store owners is expected to generate sales growth for the Company and its customers. SALES AND DISTRIBUTION SALES THROUGH MULTIPLE DISTRIBUTION CHANNELS. The Company's channels of distribution include approximately 3,000 gift and collectible retailers, 18 Thomas Kinkade Stores owned by the Company, 21 licensed Thomas Kinkade Signature Galleries, an 11,000 member collector's club and the QVC cable television network channel. Prior to July 1995, the Company distributed its products to retailers through 95 independent commissioned sales representatives. In July 1995, the Company changed its sales structure to an in-house operation presently consisting of 32 Area Sales Managers who are primarily salaried Company employees. The Company believes that these dedicated account managers better enable the Company to (i) increase product penetration in existing retail stores, (ii) increase the number of dealers, (iii) develop and train dealers to merchandise more effectively and (iv) monitor demand for new artists or product categories. During 1996, the Company increased its sales focus into new markets and key accounts. The Company has experienced initial success through this strategy in penetration of the Christian product market with Thomas Kinkade products. Future key target channels may include direct response, TV infomercials, organizational marketing and catalogs. INDEPENDENT RETAILERS. Independent gift retailers, collectible retailers, art galleries and frame stores are the Company's primary distribution channels. The Company's products are currently sold worldwide in over 3,000 retail stores located principally in the United States and, to a lesser extent, in Canada. Dealer stratas have been created to reward and incentivize dealers. Dealers who commit to purchase a minimum number of products from the Company, including "Showcase Dealers" and "Premier Dealers," receive exclusive rights and preferences over other dealers. 3 4 THOMAS KINKADE STORES. There are presently 18 Thomas Kinkade Stores owned and operated by the Company, all of which offer lithographs and other products based upon the images of Thomas Kinkade. The interiors of the galleries were designed by the Company to demonstrate how a lithograph or other product might appear in a customer's home and are suited to the images and ambiance of Thomas Kinkade's painting style. These retail stores assist in increasing the visibility of Kinkade's work at high traffic locations in key cities and provide an excellent opportunity for market research. The Company may continue to add stores through selective acquisitions and sales of successful galleries and the opening of new stores. THOMAS KINKADE SIGNATURE GALLERIES(TM). The Company has initiated the expansion of the Thomas Kinkade Stores concept through Signature Galleries(TM), a national licensing program of independently owned stores. The program gives individual entrepreneurs the opportunity to open a dedicated Thomas Kinkade Signature Gallery in various regions of the country. The Signature Galleries are free standing stores that are licensed to sell only Thomas Kinkade products. Signature Galleries receive support from the Company such as build out specifications, site selection and lease negotiation, limited use of the Thomas Kinkade name, training at the Company's Monterey training facilities, and inventory mix recommendations. These new stores will not only provide additional distribution for Thomas Kinkade products, but will also effectively increase the Thomas Kinkade brand name awareness in new regions of the country. COLLECTOR'S CLUB. The Company sponsors and operates a collector's club for Thomas Kinkade. As of March 31, 1997, the Thomas Kinkade Collectors Society(TM) had over 11,000 active members. Members receive regular newsletters which keep them informed about the artwork of Mr. Kinkade, including upcoming releases and events. Members also have the opportunity to purchase "members only" product offerings. DIRECT MARKETING. The Company markets certain of its products through direct response channels, such as its regular sales of limited edition, framed works by Thomas Kinkade on QVC, the cable television shopping network. Sales through QVC in fiscal 1997, 1996 and 1995 totaled $3.4 million, $2.2 million and $1.6 million, respectively. INTERNATIONAL DISTRIBUTION. The Company is pursuing the expansion of its business internationally through strategic partnerships in Japan, Asia, Europe, and Canada. A major exhibition was undertaken in December of 1996 in Tokyo in conjunction with Daimaru department stores. Other venues for international electronic marketing are being pursued. LICENSING. The Company has entered into agreements which grant rights to products to other companies through either copyright, trademark, license or patent. The Company benefits from these agreements through the receipt of licensing revenues and through increased exposure in the marketplace for the properties. For example, Thomas Kinkade is expected to receive substantial publicity through a strategic licensing agreement with Hallmark Cards during Christmas of 1997. In fiscal 1997, 1996 and 1995, the Company received $444,000, $381,000 and $334,000, respectively, relating to certain license revenues earned by Thomas Kinkade. PRODUCT MIX PRIMARY PRODUCTS. The Company's principal products currently include limited and open edition canvas and paper lithograph reproductions of the artwork of Thomas Kinkade and a broad line of decorative gifts. Every Company product which is sold as a limited edition is accompanied by a certificate of authenticity. Records of all issued certificates for each image or edition are maintained by the Company. LIMITED EDITION COLLECTIBLE ART.. The Company's principal artist is Thomas Kinkade. The Company has entered into license agreements with Thomas Kinkade which grant to the Company the exclusive worldwide right to manufacture, market and distribute lithographs for all of Mr. Kinkade's original wall artwork until November 30, 2003 (with certain limited exceptions). The Company currently is one of the leading producers of paper lithographs and canvas lithographs, which are paper prints transferred to canvas and hand retouched to have the appearance of an original oil painting. The themes of Mr. Kinkade's paintings are generally romantic, warm and peaceful. His works highlight the effects of light and the perception of the work varies with the ambient light. As a result of the Company's promotional efforts and marketing strategies, Mr. Kinkade has become known among collectors as the "Painter of Light(TM)." His painting themes include romantic cities, English cottages, manor houses, landscapes and Christmas. The suggested retail prices for the lithographs range from $175 for an unframed paper lithograph to $15,000 for a framed canvas Masters Edition. 4 5 THOMAS KINKADE PRINTS. In 1995 the Company introduced new Thomas Kinkade product lines, including Portfolio prints, Library prints, Inspirational prints and Plein-airs. In 1996 the Company introduced Classic prints. Portfolio editions are a suite of two or three images based on Mr. Kinkade's most renowned and sought after pieces. Library prints are distinctive representations of Kinkade art reproduced on high quality canvas board with museum-style framing. Inspirational prints feature a popular image with an inspirational message. Plein-Air paintings are impressionistic images painted on location which capture the energy and excitement of the locale. Classic prints are the most well received images of Thomas Kinkade reproduced on canvas in a reduced size designed specifically for decorating the home. All of these prints, with the exception of Plein-Air paintings, are unlimited or open editions which allows the Company to sell these products indefinitely. The Company expects to release previously sold out images in open edition formats such as Classics in future years. MANUFACTURING AND PRODUCTION THE LITHOGRAPHY PRODUCTION PROCESS. The Company's production facility in San Jose, California is utilized to produce canvas lithographs and assemble, warehouse and ship the Company's lithograph products. The production process for a lithograph work begins with an original painting, which is delivered to an independent printer, who produces various lithograph proofs from the original. The Company's artistic team together with Thomas Kinkade work with the printer to develop a paper lithograph which most faithfully represents the original painting. The paper lithographs are then printed and sent to the Company's warehouse facility. Canvas lithographs are produced by transferring paper lithographs onto canvas and are produced in varying lot sizes based on anticipated demand. Since April 1994, the Company has developed its own capability for the canvas transfer process and, as a result, has been able to better control the manufacturing process, enhance the quality of its canvas product and reduce product order lead time. The Company frames the canvas and paper lithographs in accordance with customer orders in frames purchased from outside manufacturers and then packages and ships the products. BACKLOG. The Company's backlog as of May 31, 1997 was approximately $6 million, all of which is expected to be shipped during fiscal 1998. Backlog as of May 31, 1996 was not significant. The Company generally ships its products within 3 months after receipt of an order and accordingly sales in any quarter are substantially dependent on orders booked in that quarter. The Company does not make major commitments for speculative production, but instead manufactures product based on existing orders. LICENSING ACTIVITIES. The Company's products generally are produced and sold under licenses. Its principal licenses with Thomas Kinkade are described below. THOMAS KINKADE. The Company has a ten-year worldwide license agreement with Thomas Kinkade, dated as of December 1, 1993, which grants the Company the exclusive worldwide right to reproduce the artwork of Thomas Kinkade in the form of two dimensional wall art. Mr. Kinkade is obligated to deliver 16 paintings per year to the Company for reproduction. While the License does not cover the rights to reproduce the artwork in media such as plates, calendars, greeting cards or puzzles, it grants the Company a right of first refusal with respect to any future licenses entered into by Mr. Kinkade, subject to the prior right of first refusal which Mr. Kinkade granted to The Bradford Exchange, Ltd. Mr. Kinkade retains the original artwork produced under the license and has certain termination rights under the agreement. In addition to the license agreement, the Company has a ten-year royalty agreement with Mr. Kinkade, dated as of December 1, 1993, which grants to the Company the right to use the name "Thomas Kinkade" in connection with the operation of the Company owned Thomas Kinkade Stores and independently owned Signature Galleries(TM). Under the agreement the Company is obligated to pay Mr. Kinkade a royalty on net sales of Company owned stores and licensed stores. Mr. Kinkade is also employed by the Company as Art Director and receives a royalty related to his involvement in the production of Masters Editions and Studio Proof Editions. COMPETITION The Company competes in general with other producers of fine quality collectible, gift and art products and home decor products and, in particular, with other producers of limited edition graphical artwork. Certain of these companies have products of artists with greater name recognition, a wider, more diversified range of products, greater financial resources, longer operating histories and broader marketing and distribution capabilities than the Company. In addition, the barriers to entry in the industry are relatively low, increasing the likelihood and frequency of new companies entering the industry and competing with the Company for sales. 5 6 The collectible, gift and art products industry is affected by changing consumer tastes and trends. This industry is highly competitive as well as fragmented, with many large and small participants. The Company believes that the principal elements of competition in the collectible, gift and art products market are artist reputation and name recognition, quality of the artist's images, marketing, distribution and price. SEASONALITY The Company's business has experienced, and is expected to continue to experience, significant seasonality. The Company's net revenues and net income are highest in the September and December quarters. Management believes that the seasonal effect is due primarily to customer buying patterns and is typical of the fine art, gift and collectible industry. EMPLOYEES As of May 31, 1997, the Company had 292 full-time and 36 part-time and temporary employees. The Company believes that its labor relations are satisfactory and has never experienced a work stoppage. ITEM 2. PROPERTIES The Company's manufacturing, distribution, sales and marketing and administration are located in a leased 90,000 square foot facility in San Jose, California. The Company's retail operations are located in 16 sites throughout the United States with an aggregate of approximately 13,000 square feet. The Company believes that its properties are generally suitable and adequate to support the Company's current needs and anticipated growth. ITEM 3. LEGAL PROCEEDINGS On February 13, 1993, a former officer and director and 3% stockholder of John Hine Limited, dismissed in February 1993, commenced litigation against John Hine Limited in the Queens Bench Division of the High Court of Justice seeking damages in excess of $750,000 for wrongfully, and in breach of contract, terminating his employment. Media Arts Group, Inc., was not a party to the proceedings. The Company is currently engaged in settlement negotiations with the former employee. Management believes that the resolution of this litigation will not have a material impact on the Company's financial position or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS. None. 6 7 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDERS MATTERS The Company's stock has been traded on the Nasdaq National Market since the Company's initial public offering on August 10, 1994 under the Nasdaq symbol ARTS. The following table sets forth, for the periods indicated, the high and low closing sales prices for the Company's Common Stock as reported by Nasdaq:
Year Ended March 31, High Low ---------- ---- --- 1995 Second Quarter (from $ 8 15/16 $ 7 1/4 August 3, 1994) Third Quarter 8 3/8 5 1/2 Fourth Quarter 7 1/8 5 1/4 1996 First Quarter 5 5/8 5 1/2 Second Quarter 6 5/8 5 1/4 Third Quarter 5 2 5/8 Fourth Quarter 3 1/2 2 1/2 1997 First Quarter 3 5/16 2 5/8 Second Quarter 2 7/8 1 5/16 Third Quarter 3 1/4 1 5/16 Fourth Quarter 5 1/8 2 7/16
As of May 31, 1997, there were approximately 177 holders of record of the Company's Common Stock. The Company has never paid cash dividends on its Common Stock. The Company currently intends to retain earnings, if any, for use in its business and does not anticipate paying any cash dividends in the foreseeable future. On March 31, 1996, the Company acquired certain galleries located in Carmel and Monterey, California. Consideration for the acquisition consisted of 444,483 unregistered shares of Common Stock (See Note 2 of "Notes to Financial Statements"). On February 21, 1997, the Company refinanced its Senior Debt and renegotiated the terms of its Senior Subordinated Debt. In conjunction with the refinancing and renegotiation of that debt the Company issued 1,148,693 unregistered shares of Common Stock to the Senior Subordinated Lender in exchange for $11,000 of cash (See Note 6 of "Notes to Financial Statements"). 7 8 ITEM 6. SELECTED FINANCIAL DATA Media Arts Group, Inc. Selected Financial Data (1)
Three Months Ended Year Ended Year Ended March 31, March 31, December 31, ----------------------------- ------------------ ------------------ (In thousands, except per share data) 1997 1996 1995 1994 1993 1993 1992 ------- ------- ------- ------- ------- ------- ------- STATEMENT OF OPERATIONS DATA: (1) Net Sales ................................. $47,018 $39,752 $33,485 $ 6,258 $ 2,786 $16,705 $ 7,123 Operating Income .......................... 6,791 5,547 6,397 979 719 2,780 1,333 Income From Continuing Operations Before Extraordinary Loss ............... 2,644 2,455 4,014 490 696 2,508 1,296 Income From Continuing Operations Before Extraordinary Loss Per Share ..... 0.26 0.25 0.42 PRO FORMA STATEMENT OF OPERATIONS DATA: (2) Income From Continuing Operations Before Extraordinary Loss ...................... $ 312 $ 458 $ 2,302 Income From Continuing Operations Before Extraordinary Loss Per Share ............ 0.04 0.06 0.28 BALANCE SHEET DATA: Total Assets .............................. $23,061 $36,658 $31,271 $18,764 $12,871 $ 2,315 Long Term Obligations ..................... 7,871 10,196 3,177 3,326 4,284 --
(1) Restated to reflect (i) discontinuance of John Hine Limited during the year ended March 31, 1997, and (ii) an acquisition during the year ended March 31, 1996 which has been accounted for as a pooling of interests. See Item 7 and Note 4 of "Notes to Financial Statements". (2) Pro Forma Data reflects the historical statement of operations data for the year ended December 31, 1993 and the three months ended March 31, 1994 and 1993 as if (i) certain subsidiaries of the Company had ceased to be treated as S corporations for income tax purposes on January 1, 1993 and (ii) the Company had paid principal stockholders distributions in the form of annual executive compensation aggregating no more than $720,000. On April 1, 1994 the Company changed fiscal years. Quarterly data for the Company for the years ended March 31, 1997 and 1996 is presented under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Seasonality" on page of this Form 10-K. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Company continued to experience strong growth in sales of Thomas Kinkade products during the year ended March 31, 1997. This increase was due principally to consumers' continued acceptance of images painted by Thomas Kinkade, as well as an increase in the range of products available to consumers. Management also reduced the number and size of limited edition releases of Thomas Kinkade products in fiscal 1997 as part of the Company's strategy to promote collectibility and high perceived value for its products. The Company has manufactured and distributed lithograph transfers from its San Jose, California facility since August 1994. In-house production of lithograph transfers to canvas has provided the Company with the ability to control product quality and to manage production capacity in response to product demand and has reduced the cost of canvas product. Additional infrastructure investments were made by the Company in fiscal 1995 and 1996 in areas such as computerized information systems in order to position the Company for future growth. In 1993 the Company initiated the development of a nationwide series of Thomas Kinkade Stores which carry only products based on the works of Thomas Kinkade. The Company initially opened seven Thomas Kinkade Stores located in strategic malls throughout the United States to maximize the exposure of the Company's products to potential retail customers. 8 9 In June 1995, the Company acquired a gallery owned and operated by a founder of the Company (the "Valley Fair Gallery"), and in March 1996 the Company acquired six galleries in Monterey and Carmel, California (the "Monterey Galleries"). The Company's customer base has also expanded through the new "Signature Gallery" program, which commenced in April 1996. The program gives individual entrepreneurs the opportunity to open a dedicated "Thomas Kinkade Signature Gallery" in various regions of the country. The Signature Galleries are free standing stores that are licensed to sell only Thomas Kinkade products. A total of 21 stores were opened or converted in fiscal 1997, and the Company anticipates that a further 24 Signature Galleries will be opened in fiscal 1998. These new stores will not only provide additional distribution for Thomas Kinkade products, but will also effectively increase the Thomas Kinkade brand name awareness in new regions of the country. In December 1993 the Company acquired John Hine Limited, a UK company which distributed collectible cottages sculpted by David Winter. In September 1996, the Company decided to dispose of the assets and operations of that company due to a significant softening of the collectible cottage market. This action also allowed the Company to focus its efforts on the success of Thomas Kinkade. Results of operations The following table sets forth the percentage of net sales represented by certain line items on the Company's consolidated statements of operations for the periods indicated (restated to reflect the discontinuance of John Hine Limited):
Year Ended March 31, ---------------------------- 1997 1996 1995 ---- ---- ---- Net sales .............................. 100% 100% 100% Cost of sales .......................... 36 34 31 ---- ---- ---- Gross profit ....................... 64 66 69 Marketing and selling expense .......... 27 25 20 General and administrative expense ..... 23 27 30 ---- ---- ---- Operating income ....................... 14 14 19 Interest expense ....................... (5) (4) (2) Foreign exchange losses ................ * * -- ---- ---- ---- Income before income taxes ............. 9 10 17 Provision for income taxes ............. 3 3 5 ---- ---- ---- Income from continuing operations before extraordinary loss ................... 6 7 12 Discontinued operations ................ (3) (9) -- Extraordinary loss ..................... (26) -- (1) ---- ---- ---- Net income (loss) ...................... (23)% (2)% 11% ==== ==== ====
* - Line item represents less than 0.5% of net sales. Net Sales Net sales from continuing operations were $47.0 million, $39.7 million and $33.5 million for fiscal 1997, 1996 and 1995, respectively. Wholesale sales of Thomas Kinkade products experienced continued growth in fiscal 1997, with sales increasing by $6.1 million or 24% as compared to fiscal 1996 due principally to a 24% increase in the number of the Company's customers. Net sales of Thomas Kinkade Stores increased to $15.5 million in fiscal 1997, an increase of 13% as compared to fiscal 1996 due to an increase in the number of lithographs sold as well as a small increase in product prices during fiscal 1997. Through June 1995 the Company utilized a sales force comprised principally of independent sales representatives. In June 1995 the Company effected a change to an in-house sales force. This decision was made in order to consolidate the 9 10 Company's distribution channels, to increase control and focus of the Company's sales efforts and to position the Company for future growth. The transition adversely affected sales of the Company's products, primarily during the subsequent quarter. Net sales for fiscal 1996 increased by $6.3 million, compared to $33.5 million for fiscal 1995. The increase was due principally to an increase in the number of units sold as well as a small increase in product prices during fiscal 1996. Unit volumes increased in fiscal 1996 as a result of an increase in the edition size of limited edition releases. Through June 1995 the Company utilized a sales force comprised principally of independent sales representatives. In June 1995 the Company effected a change to an in-house sales force. This decision was made in order to consolidate the Company's distribution channels, to increase control and focus of the Company's sales efforts and to position the Company for future growth. The transition temporarily had an adverse affect on sales of the Company's products, primarily during the September 1995 quarter. Gross Profit Gross profit for fiscal 1997 was $30.3 million compared to $26.4 million in fiscal 1996 and $23.2 million in fiscal 1995. Gross margin for those periods was 64%, 66% and 69%, respectively. Wholesale gross margins decreased from 61% to 59% in fiscal 1997 due to changes in product mix as well as some loss of efficiency during the consolidation of the manufacturing and administrative operations in San Jose, partly offset by efficiencies from increased sales volumes. Gross margin from retail lithograph sales by Thomas Kinkade Stores was 50% in fiscal 1997 compared to 49% in fiscal 1996. Wholesale gross margins decreased from 67% to 61% due in fiscal 1996 due primarily to changes in product mix and increased overhead costs resulting from investments in the manufacturing infrastructure, partly offset by increased sales volumes. Gross margin from retail lithograph sales by Thomas Kinkade Stores was 49% in fiscal 1996 compared to 47% in fiscal 1995. Marketing and Selling Expenses Marketing and selling expenses aggregated $12.8 million, $10.0 million and $6.7 million in fiscal 1997, 1996 and 1995, respectively. As a percentage of net sales these expenses represented 27% for fiscal 1997, 25% for fiscal 1996 and 20% for fiscal 1995. The increase in marketing and selling costs from fiscal 1995 through 1997 was due to the Company's efforts to expand sales volumes through an increase in the number of customers as well as through new channels of distribution. During fiscal 1997, the Company incurred additional marketing costs of approximately $339,000 compared to fiscal 1996 as part of the expansion of the Signature Stores program. In addition, the Company experienced inefficiencies during the reduction of its in-house sales force subsequent to the discontinuance of John Hine Limited in September 1996. Sales and marketing expenses in fiscal 1996 increased compared to the prior year due to the expansion of the Company's sales and marketing staff, including recruiting and training expenses associated with a change from the use of independent sales representatives to an exclusively in-house sales force. Sales and marketing expenses also increased in the September 1995 quarter due to the recognition of approximately $340,000 of commission expense during the phase out of the independent sales force in addition to the relatively fixed salary costs of the new in-house sales force. While the Company believes that the change from independent representatives to an in-house sales force should reduce selling costs as a percentage of net sales in the long term (assuming increased sales volumes), the level of expenditure may increase in absolute terms as well as a percentage of net sales as the Company continues to increase its in-house sales force in order to expand distribution and establish new distribution channels. General and Administrative Expenses General and administrative expenses were $10.7 million and $10.8 million in fiscal 1997 and fiscal 1996, respectively, and $10.1 million in fiscal 1995 These expenses represented 23%, 27% and 30% of net sales in fiscal 1997, 1996 and 1995, respectively. General and administrative costs have remained relatively unchanged due to various cost cutting programs, such as the consolidation of the Company's manufacturing and administrative operations in San Jose in fiscal 1997 and reductions in headcount implemented in late September 1995 through November 1995, offset by increases in costs due to the Company's 10 11 expanding level of activity. Fiscal 1996 expenses also included approximately $450,000 of charges related to a reduction in headcount. Management anticipates that the headcount reduction, together with other cost-cutting measures should limit significant future increases in general and administrative expenses in fiscal 1998. However, even though the Company intends to pursue additional cost-cutting and restructuring measures while continuing to support expansion of business, there can be no assurance that such increases will not occur. Interest expense Interest expense was $2.3 million for fiscal 1997, $1.4 million for fiscal 1996 and $870,000 for fiscal 1995. The increase in interest expense in fiscal 1997 was due to higher interest rates on the Company's long-term debt due to covenant defaults, as well as to an increase in the amount of amortization of debt discount. The increase in interest expense in fiscal 1996 was due to an increase in the amount and interest rate of the Company's long-term debt which was used in part to retire shorter term debt that had a lower rate of interest. In February 1997 the Company replaced its Senior Debt and renegotiated the terms of its Senior Subordinated Debt. The Company anticipates that while the cash interest expense in fiscal 1998 will be lower than in fiscal 1997, total interest expense will be higher due to an increase in the amortization of debt issuance costs. Provision for Income Taxes The Company's effective income tax rate was 40% in fiscal 1997, 39% in fiscal 1996, and 27% in fiscal 1995. The fiscal 1997 and 1996 effective rates were higher than the federal statutory rate of 34% due to state income taxes. The lower than expected effective income tax rate for fiscal 1995 was attributable to the recognition of a nonrecurring deferred tax benefit on April 1, 1994 of $638,000 when certain of the Company's subsidiaries ceased to be treated as S corporations. The effective income tax rate for fiscal 1995, excluding the deferred tax benefit, would have been 38%. Discontinued Operations On September 27, 1996, the Company decided to dispose of the assets and operations of John Hine Limited, a United Kingdom company which was acquired in December 1993 and which manufactured and distributed collectible miniature cottages and similar products. On November 11, 1996, a Receiver was appointed by Natwest, John Hine Limited's lender in the United Kingdom. The Receiver ceased operations of John Hine Limited on December 31, 1996, and a Liquidator was appointed on February 7, 1997 to dispose of the remaining assets of John Hine Limited. The loss on disposal of the segment of $12.2 million included a tax benefit of $2.4 million and a write-off of intangible assets with a net book value of $8.4 million. On January 10, 1994, the Company adopted a plan to dispose of the assets and operations of Thomas Kinkade Stores which consisted of seven art galleries. The anticipated disposal was accounted for as a discontinued operation and accordingly the assets held for disposal and operating results of Thomas Kinkade Stores were segregated and reported as discontinued operations. As the Company expected to realize a net gain from the sale of the galleries all losses incurred by Thomas Kinkade Stores subsequent to January 10, 1994, were deferred until the anticipated sale of the galleries. On December 16, 1994, the Company decided to retain the assets and operations of Thomas Kinkade Stores and accordingly the Company ceased accounting for Thomas Kinkade Stores as a discontinued operation and deferred losses of Thomas Kinkade Stores at March 31, 1994, of $211,000 were recognized in fiscal 1995. Net loss of Thomas Kinkade Stores for fiscal 1995 before recognition of previously deferred losses was $116,000. On September 27, 1996, the Company decided to dispose of the assets and operations of John Hine Limited, a United Kingdom company which was acquired in December 1993 and which manufactured and distributed collectible miniature cottages and similar products. On November 11, 1996, a Receiver was appointed by Natwest, John Hine Limited's lender in the United Kingdom. The Receiver ceased operations of John Hine Limited on December 31, 1996, and a Liquidator was appointed on February 7, 1997 to dispose of the remaining assets of John Hine Limited. The loss on disposal of the segment of $12.2 million included a tax benefit of $2.4 million and a write-off of intangible assets with a net book value of $8.4 million. 11 12 Extraordinary Item In August 1994 the Company recorded a write-off of deferred debt discount of $172,000 (net of deferred income tax benefit of $96,000) as an extraordinary item on the repayment of John Hine Limited acquisition related debt using proceeds from the Company's initial public offering. Seasonality The Company's business has experienced, and is expected to continue to experience, significant seasonality. The Company's net revenues are generally highest in the December quarter, due primarily to customer buying patterns and is typical of the fine art, gift and collectible industry. The following table sets forth the Company's unaudited summary quarterly data for each quarter of fiscal 1996 and 1997 (restated to reflect the discontinuance of John Hine Limited).
Year Ended March 31, 1996 Year Ended March 31, 1997 ----------------------------------------------- ---------------------------------------------- (UNAUDITED, IN THOUSANDS June September December March June September December March EXCEPT PER SHARE AMOUNTS) Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter - ------------------------- -------- --------- -------- -------- -------- -------- -------- -------- Net Sales ................... $ 9,109 $ 8,054 12,189 $ 10,397 $ 8,718 $ 11,323 $ 15,471 $ 11,506 Gross Profit ................ 5,922 5,370 8,248 6,872 5,021 7,266 10,243 7,728 Operating Income (Loss) ..... 963 141 2,924 1,524 (351) 1,761 3,908 1,476 Income (Loss) From Continuing Operations ............... 442 (39) 1,422 631 (564) 727 1,804 677 Discontinued Operations ..... (236) (925) (740) (1,226) (791) (12,839) -- -- Net Income .................. 206 (964) 682 (595) (1,355) (12,112) 1,804 677 Income (Loss) From Continuing Operations Per Share ...... 0.04 -- 0.14 0.06 (0.06) 0.07 0.18 0.06 Net Income (Loss) Per Share . 0.02 (0.10) 0.07 (0.06) (0.14) (1.23) 0.18 0.06
Year Ended March 31, 1996 Year Ended March 31, 1997 ----------------------------------------- ------------------------------------------ June September December March June September December March As a Percentage of Sales Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter ------------------------ ------- --------- ------- ------- ------- --------- -------- ------- Net Sales ................... 100% 100% 100% 100% 100% 100% 100% 100% Gross Profit ................ 65 67 68 66 58 64 66 67 Operating Income (Loss) ..... 11 2 24 15 (4) 16 25 13 Income (Loss) From Continuing Operations ............... 5 -- 12 6 (6) 6 12 6 Net Income (Loss) ........... 2 (12) 6 (6) (16) (107) 12 6
The increase in operating expenses for the September 1995 quarter was due primarily to the change from independent sales representatives to an in-house sales force, as well as the recognition of costs related to a significant reduction in headcount during the quarter. The operating loss for the June 1996 quarter was due to low gross margin due to lower sales volumes, as well as higher general and administrative costs including one-time costs associated with the acquisition of the Monterey Galleries. The Company expects the seasonal trends to continue in the foreseeable future. In addition, the Company generally ships its products within 3 months after receipt of an order and accordingly sales in any quarter are substantially dependent on orders booked in that quarter. Fluctuations in operating results may also result in volatility in the Company's earnings and the price of the Company's Common Stock. Future revenue growth is dependent on the continued demand for the artwork of Thomas Kinkade and the expansion of distribution through additional dealers, such as Signature Galleries(TM). 12 13 Liquidity and Capital Resources The Company's working capital position decreased by $13.4 million during fiscal 1997 due principally to the discontinuance of John Hine Limited. Excluding the write-off of assets of discontinued operations and the increase in related deferred tax assets, working capital increased by approximately $600,000 to $7.9 million at March 31, 1997. The increase was due primarily to income from continuing operations for fiscal 1997 of $2.6 million, partly offset by the repayment of $600,000 of long-term debt in February 1997. The Company's total indebtedness under bank lines of credit decreased by $1.7 million from March 31, 1996 to $2.7 million as of March 31, 1997. The Company has a $10.0 million line-of-credit facility, the availability of which is dependent on the amount of eligible accounts receivable and inventory. Borrowing capacity available under existing lines of credit as of May 31, 1997 aggregated approximately $6 million. Cash provided by operating activities totaled $785,000 during fiscal 1997, and related primarily to income from continuing operations of $2.6 million plus depreciation and amortization of $1.4 million and increases in accounts receivable reserves of $1.7 million partly offset by and increases in income taxes refundable and deferred tax assets of $2.5 million, an increase in prepaid expenses of $1.0 million and an increase in accounts receivable of $803,000. Cash provided by discontinued operations related primarily to reductions in inventory and accounts receivable as part of the disposal of John Hine Limited. Cash from operations was used to reduce lines of credit by $1.1 million, and to repay $700,000 of long-term debt and $675,000 of lease liabilities. Net cash used in continuing operations aggregated $388,000 in fiscal 1996 and related to income from continuing operations of $2.5 million offset by increases in accounts receivable and inventory and the repayment of obligations related to acquisitions. Accounts receivable increased by $2.7 million due to increased sales volumes as well as a slowdown in collections. Cash used in discontinued operations aggregated $6.5 million in fiscal 1996 due to net losses of $3.1 million plus significant increases in inventory and deferred tax assets. Long-term debt increased by $5.4 million during fiscal 1996 due to the issuance of notes with net proceeds of $7.3 million which were used in part to repay long-term notes of approximately $1.3 million. The remainder of the proceeds were used to repay $3.8 million of the Company's line of credit, to repay notes payable to related parties aggregating $1.1 million and to pay income taxes of $1.0 million. Borrowings under lines of credit increased by $5.3 million in fiscal 1996 (subsequent to the paydown of the lines using the long-term debt proceeds) in order to finance increases in accounts receivable and inventory. Net cash provided by continuing operations was $496,000 in fiscal 1995 due to income from continuing operations of $4.0 million offset by increases in accounts receivable and inventory. Net cash used in discontinued operations aggregated $2.1 million in fiscal 1995 and related primarily to cash used in the acquisition of 46% of John Hine Limited in August 1994. In June 1995, the Company acquired the Valley Fair gallery in exchange for cash of $31,000, an 8% promissory note in the amount of $299,000 and an 8% convertible note in the amount of $1,200,000 due in October 2002. The convertible note is convertible into Common Stock of the Company at a conversion price of $7.25 per share. In March 1996, the Company acquired the Monterey Galleries in exchange for 444,483 shares of the Company's Common Stock. The Company incurred capital expenditures of $719,000, $468,000 and $927,000 for property and equipment during fiscal 1997, 1996 and 1995. The Company anticipates that total capital expenditure in fiscal 1998 will be approximately $2 million, and will relate to continued manufacturing and infrastructure investments as well as to the opening of a limited number of new retail locations. In December 1994, the Company paid accrued distributions of $900,000 to S corporation stockholders. In August 1994 the Company completed an initial public offering of 1.4 million shares of the Company's Common Stock, from which the Company received $8.1 million, net of underwriting and other costs of $2.4 million. The primary use of the proceeds from the offering was to repay $2.6 million of liabilities related to the December 1993 acquisition of a 51% interest in John Hine Limited, to pay $2.5 million towards the acquisition of an additional 46% interest in John Hine Limited, to 13 14 repay $930,000 of bridge indebtedness incurred for working capital purposes, to pay a $1.0 million S corporation distribution to certain shareholders and to provide $1.0 million of working capital to the Company. The Company's working capital requirements in the foreseeable future will change depending on various factors. The primary variables include product development efforts, consumer acceptance of Thomas Kinkade's artwork and of the Company's products based upon his work, expansion of distribution channels for the Company's products and, in particular, the successful implementation of the Signature Galleries(TM) concept, successful third party manufacturing relationships, and any other adjustments in its operating plan needed in response to competition, acquisition opportunities or unexpected events. The Company has committed to repay $2.0 million of long-term debt in September 1997 using the proceeds of an anticipated income tax refund of an equal amount. In addition, the Company is negotiating the repayment terms of $1.6 million of notes which are currently payable to a former shareholder of John Hine Limited. The Company believes that existing borrowing capacity under lines of credit, together with revenues from operations, will be sufficient to meet these commitments plus satisfy minimum working capital requirements through fiscal 1998, however the Company may seek additional capital in the future to pursue additional business opportunities, to retire indebtedness or to provide for other operational purposes. ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA The Financial Statements and supplemental data of the Company required by this item are set forth at the pages indicated at Item 14(a). ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information regarding directors and executive officers required by this Item is incorporated by reference from the definitive proxy statement for the Company's 1997 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form (the "Proxy Statement"). Information required by this item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference from the Proxy Statement under the caption "EXECUTIVE COMPENSATION AND OTHER MATTERS". ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference from the Proxy Statement under the Caption "EXECUTIVE COMPENSATION AND OTHER MATTERS." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this Item is incorporated by reference from the Proxy Statement under the captions "INFORMATION ABOUT MEDIA ARTS GROUP, INC.--Stock Ownership of Certain Beneficial Owners and Management." 14 15 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this Item is incorporated by reference from the Proxy Statement under the caption "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." 15 16 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Form:
Page ---- 1. Financial Statements: Report of Independent Accountants ........................................... 17 Consolidated Balance Sheets at March 31, 1997 and 1996 Consolidated Statements of Operations for the years ended March 31, 1997, 1996 and 1995 ............................................................. 18 Consolidated Statements of Stockholders' Equity for the years ended March 31, 1997, 1996 and 1995 ........................................................ 19 Consolidated Statements of Cash Flows for the years ended March 31, 1997, 1996 and 1995 ............................................................. 20 2. Notes to Consolidated Financial Statements .................................. 21 Financial Statement Schedules: For the years ended March 31, 1997, 1996 and 1995 ........................... 22 Schedule VIII. Valuation and Qualifying Accounts and Reserves ....................... 35
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. 3. Exhibits: See Index to Exhibits on page . The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this report. (b) Reports on Form 8-K: Form 8-K dated February 21, 1997 with respect to the Financing Agreement dated as of February 21, 1997 by and among CIT Group/Business Credit, Inc., and Media Arts Group, Inc., Thomas Kinkade Stores, Inc. and California Coast Galleries, Inc. and Credit Agreement dated as of February 21, 1997 by and among Levine Leichtman Capital Partners, L.P., Media Arts Group, Inc., MAGI Entertainment Products, Inc., California Coast Galleries, Inc. and MAGI Sales, Inc. 16 17 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Media Arts Group, Inc. In our opinion, the consolidated financial statements listed in the Index appearing under Item 14(a) 1. and 2. present fairly, in all material respects, the financial position of Media Arts Group, Inc. and its subsidiaries at March 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 1997 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PRICE WATERHOUSE LLP Price Waterhouse LLP San Jose, California June 6, 1997 17 18 MEDIA ARTS GROUP, INC. CONSOLIDATED BALANCE SHEETS
March 31, ------------------------------- 1997 1996 ------------ ------------ ASSETS Current assets: Cash and cash equivalents ..................................... $ 374,000 $ 382,000 Accounts receivable, net of allowance for doubtful accounts and sales returns of $2,825,000, and $1,154,000 ................ 7,394,000 8,262,000 Receivable from related parties ............................... 114,000 99,000 Inventories (Note 5) .......................................... 5,415,000 5,006,000 Net assets of discontinued operations ......................... 890,000 17,398,000 Prepaid expenses and other current assets ..................... 1,464,000 438,000 Deferred income taxes (Note 9) ................................ 1,581,000 1,059,000 Income taxes refundable ....................................... 2,002,000 -- ------------ ------------ Total current assets ...................................... 19,234,000 32,644,000 Property and equipment, net (Note 5) ............................ 3,562,000 3,794,000 Other assets .................................................... 265,000 220,000 ------------ ------------ $ 23,061,000 $ 36,658,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable .............................................. $ 2,065,000 $ 2,801,000 Commissions payable ........................................... 403,000 185,000 Accrued royalties ............................................. 1,213,000 345,000 Accrued expenses .............................................. 2,964,000 3,063,000 Borrowings under line of credit (Note 6) ...................... 2,655,000 4,375,000 Current portion of long-term debt (Note 6) .................... 2,062,000 586,000 ------------ ------------ Total current liabilities ................................. 11,362,000 11,355,000 Long-term debt, less current portion (Note 6) ................... 4,609,000 8,410,000 Convertible notes payable to related parties (Note 2) ........... 1,200,000 1,200,000 ------------ ------------ Total liabilities ......................................... 17,171,000 20,965,000 ------------ ------------ Minority interest ............................................... -- 115,000 ------------ ------------ Commitments and contingencies (Notes 6 and 7) Stockholders' equity: (Note 8) Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued or outstanding .................................. -- -- Common stock, $0.01 par value; 20,000,000 shares authorized; 11,025,527 and 9,867,032 shares issued and outstanding ...... 69,000 58,000 Additional paid-in capital .................................... 17,176,000 15,725,000 Cumulative translation adjustment ............................. -- 164,000 Accumulated deficit ........................................... (11,355,000) (369,000) ------------ ------------ Total stockholders' equity ............................. 5,890,000 15,578,000 ------------ ------------ $ 23,061,000 $ 36,658,000 ============ ============
The accompanying notes are an integral part of these financial statements 18 19 MEDIA ARTS GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended March 31, -------------------------------------------------- 1997 1996 1995 ------------ ------------ ------------ Net sales ...................................................... $ 47,018,000 $ 39,752,000 33,485,000 Cost of sales .................................................. 16,760,000 13,343,000 10,330,000 ------------ ------------ ------------ Gross profit ................................................ 30,258,000 26,409,000 23,155,000 ------------ ------------ ------------ Operating expenses Marketing and selling ....................................... 12,784,000 10,028,000 6,685,000 General and administrative .................................. 10,683,000 10,834,000 10,073,000 ------------ ------------ ------------ Total operating expenses .................................. 23,467,000 20,862,000 16,758,000 ------------ ------------ ------------ Operating income ............................................... 6,791,000 5,547,000 6,397,000 Interest expense ............................................... (2,348,000) (1,447,000) (870,000) Foreign exchange losses ........................................ (31,000) (42,000) -- ------------ ------------ ------------ Income from continuing operations before income taxes .......... 4,412,000 4,058,000 5,527,000 Provision for income taxes ..................................... 1,768,000 1,603,000 1,513,000 ------------ ------------ ------------ Income from continuing operations before extraordinary loss .... 2,644,000 2,455,000 4,014,000 Loss from discontinued operations, net of income taxes ......... (1,385,000) (3,128,000) (53,000) Loss on disposal of discontinued operations, net of income taxes (12,245,000) -- -- Extraordinary loss, net of income taxes ........................ -- -- (172,000) ------------ ------------ ------------ Net income (loss) .............................................. $(10,986,000) $ (673,000) $ 3,789,000 ============ ============ ============ Income from continuing operations before extraordinary loss per common share ................................................ $ 0.26 $ 0.25 $ 0.42 Discontinued operations ........................................ (1.35) (0.32) -- Extraordinary loss ............................................. -- -- (0.02) ------------ ------------ ------------ Net income (loss) per common share ............................. $ (1.09) $ (0.07) $ 0.40 ============ ============ ============ Weighted average common and common equivalent shares outstanding ............................... 10,076,000 9,875,000 9,481,000 ============ ============ ============
The accompanying notes are an integral part of these financial statements 19 20 MEDIA ARTS GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Retained Common Stock Additional Cumulative Earnings ----------------------- Paid-in Translation (Accumulated Shares Amount Capital Adjustment Deficit) Total ---------- ------------ ------------ ------------ ------------ ------------ Balance at March 31, 1994 .................... 7,794,647 40,000 1,058,000 -- 1,464,000 2,562,000 Reclassification of retained earnings on conversion of certain subsidiaries from S corporations to C corporations .......... -- -- 2,685,000 -- (2,685,000) -- Issuance of Common Stock for cash ............ 1,437,500 14,000 8,046,000 -- -- 8,060,000 Issuance of Common Stock for license ......... 223,600 2,000 1,675,000 -- -- 1,677,000 Issuance of Common Stock in exchange for retirement of debt .................... 249,626 2,000 1,668,000 -- -- 1,670,000 Issuance of Common Stock on exercise of options ................................ 13,502 -- 21,000 -- -- 21,000 Cumulative translation adjustment ............ -- -- -- 439,000 -- 439,000 Distributions to S Corporation stockholders .. -- -- -- -- (358,000) (358,000) Adjustment for acquisition of a gallery from a related party (Note 2) .................... -- -- -- -- 173,000 173,000 Net income ................................... -- -- -- -- 3,789,000 3,789,000 ---------- ------------ ------------ ------------ ------------ ------------ Balance at March 31, 1995 .................... 9,718,875 58,000 15,153,000 439,000 2,383,000 18,033,000 Adjustment for acquisition of a gallery from a related party (Note 2) .................... -- -- -- -- (1,530,000) (1,530,000) Issuance of warrants to noteholders .......... -- -- 570,000 -- -- 570,000 Issuance of Common Stock on exercise of options ................................ 527 -- 2,000 -- -- 2,000 Issuance of Common Stock on exercise of warrants ............................... 147,630 -- -- -- -- -- Cumulative translation adjustment ............ -- -- -- (275,000) -- (275,000) Distributions to S Corporation stockholders .. -- -- -- -- (549,000) (549,000) Net loss ..................................... -- -- -- -- (673,000) (673,000) ---------- ------------ ------------ ------------ ------------ ------------ Balance at March 31, 1996 .................... 9,867,032 58,000 15,725,000 164,000 (369,000) 15,578,000 Issuance of warrants to noteholders .......... -- -- 1,424,000 -- -- 1,424,000 Issuance of Common Stock to noteholders for cash ...................................... 748,693 7,000 -- -- -- 7,000 Issuance of Common Stock on exercise of warrants ............................... 400,000 4,000 -- -- -- 4,000 Issuance of Common Stock on exercise of options ................................ 9,802 -- 27,000 -- -- 27,000 Cumulative translation adjustment ............ -- -- -- (164,000) -- (164,000) Net loss ..................................... -- -- -- -- (10,986,000) (10,986,000) ---------- ------------ ------------ ------------ ------------ ------------ Balance at March 31, 1997 .................... 11,025,527 $ 69,000 $ 17,176,000 $ -- $(11,355,000) $ 5,890,000 ========== ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements 20 21 MEDIA ARTS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended March 31, ---------------------------------------------- 1997 1996 1995 ------------ ------------ ------------ Cash flows from operating activities: Net income (loss) .......................................... $(10,986,000) $ (673,000) $ 3,789,000 Adjustments to reconcile net income to net cash provided by (used in) continuing operating activities: Losses from discontinued operations ........................ 13,630,000 3,128,000 53,000 Depreciation ............................................... 951,000 530,000 326,000 Amortization of intangibles ................................ 459,000 126,000 292,000 Deferred income taxes ...................................... (522,000) 82,000 (469,000) Extraordinary write-off of debt discount ................... -- -- 172,000 Provision for returns and allowances ....................... 827,000 391,000 248,000 Provision for losses on accounts receivable ................ 844,000 (229,000) 171,000 Changes in assets and liabilities net of effects from acquisition of companies: Accounts receivable ...................................... (803,000) (2,744,000) (3,003,000) Receivables from related parties ......................... -- 143,000 (263,000) Inventories .............................................. (215,000) (555,000) (2,083,000) Prepaid expenses and other current assets ................ (1,048,000) 767,000 (692,000) Income taxes refundable .................................. (2,002,000) -- -- Other assets ............................................. (127,000) (63,000) (30,000) Accounts payable ......................................... (487,000) (189,000) 554,000 Payables to related parties .............................. -- (1,069,000) (106,000) Commissions payable ...................................... 216,000 (593,000) (112,000) Income taxes payable ..................................... -- (695,000) 828,000 Accrued royalties ........................................ 690,000 345,000 -- Accrued expenses ......................................... (642,000) 910,000 821,000 ------------ ------------ ------------ Net cash provided by (used in) continuing operating activities 785,000 (388,000) 496,000 Net cash provided by (used in) discontinued operations ....... 2,398,000 (6,473,000) (2,091,000) ------------ ------------ ------------ Net cash provided by (used in) operations .................... 3,183,000 (6,861,000) (1,595,000) ------------ ------------ ------------ Cash flows from investing activities: Acquisition of property and equipment ...................... (719,000) (468,000) (927,000) Proceeds from disposals of property and equipment .......... -- 104,000 -- ------------ ------------ ------------ Net cash used in investing activities ........................ (719,000) (364,000) (927,000) ------------ ------------ ------------ Cash flows from financing activities: Proceeds from (repayment of) line of credit ................ (1,135,000) 1,817,000 23,000 Proceeds from (repayment of) notes payable ................. (700,000) 5,427,000 (968,000) Repayment of notes payable to related parties .............. -- (58,000) (450,000) Repayment of lease liabilities ............................. (675,000) (602,000) (152,000) Proceeds from issuance of Common Stock, net ............... 38,000 -- 8,345,000 Payment of accrued license fees ............................ -- -- (1,323,000) Payments of distributions to S Corporation stockholders ... -- (529,000) (2,248,000) ------------ ------------ ------------ Net cash provided by (used in) financing activities .......... (2,472,000) 6,055,000 3,227,000 ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents ......... (8,000) (1,170,000) 705,000 Cash and cash equivalents at beginning of year ............... 382,000 1,552,000 847,000 ------------ ------------ ------------ Cash and cash equivalents at end of year ..................... $ 374,000 $ 382,000 $ 1,552,000 ============ ============ ============ Supplemental cash flow disclosures: Income taxes paid .......................................... $ 128,000 $ 1,597,000 $ 1,037,000 Interest paid .............................................. 1,816,000 1,151,000 1,172,000 Noncash investing activities (Note 10)
The accompanying notes are an integral part of these financial statements 21 22 MEDIA ARTS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES: THE COMPANY The consolidated financial statements of Media Arts Group, Inc. (the "Company") include the accounts of Media Arts Group, Inc. ("MAGI") (incorporated in Delaware on April 28, 1993), its wholly owned subsidiary Thomas Kinkade Stores, Inc. ("TK Stores") (incorporated in California on May 1, 1990) and its majority owned subsidiary John Hine Limited (a United Kingdom corporation) from the date of acquisition (Note 2). The Company disposed of John Hine Limited during the year ended March 31, 1997 (Note 3). The Company markets and distributes fine quality gift and collectible art work and other art memorabilia primarily in the United States. Through March 31, 1994, the Company's business was principally operated through Lightpost Publishing, Inc. (a wholly owned subsidiary which was merged into MAGI in March 1997) and John Hine Limited and to a minor degree through TK Stores. In order to organize the Company for future growth, on April 1, 1994, all outstanding shares of Common Stock of Lightpost Publishing, Inc. and TK Stores were exchanged for 6,970,250 shares of Common Stock of MAGI. The Company accounted for this transaction in a manner similar to a pooling of interests due to the companies being under common control. In May 1994, the Company effected a 1.054-for-1 stock split. All share and per share amounts have been adjusted to retroactively reflect these transactions. PRINCIPLES OF COMBINATION AND CONSOLIDATION All intercompany transactions and accounts have been eliminated. MANAGEMENT ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. REVENUE RECOGNITION Revenue from product sales is recognized upon shipment. Reserves for estimated future returns, exchanges and credits for marketing and other sales incentives are provided upon shipment. CASH AND CASH EQUIVALENTS Cash equivalents consist of highly liquid investments purchased with a maturity from the date of purchase of three months or less. CONCENTRATION OF CREDIT AND FOREIGN CURRENCY RISKS Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable. The Company offers credit terms on the sale of its products to distributors and retail dealers who operate primarily in the collectible art industry in the United States. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers. The Company maintains an allowance for uncollectible accounts receivable based upon the expected collectibility of all accounts receivable. 22 23 INVENTORIES Inventories are recorded at the lower of cost or market; cost is determined on a first-in, first-out basis. PROPERTY AND EQUIPMENT Property and equipment is recorded at cost. Depreciation is computed on a straight-line basis over the following estimated useful lives:
Machinery and equipment.......................... 5 years Furniture and fixtures........................... 7 years Leasehold improvements........................... 7 years or life of lease Computer equipment............................... 5 years Automobiles...................................... 4 or 5 years
LONG-LIVED ASSETS On April 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 121. "Accounting for the Impairment of Long-Lived Assets to be Disposed Of". This statement established accounting standards for the impairment of long-lived assets, certain identifiable intangibles and goodwill. The adoption of this statement has no effect on the Company's financial position or results of operations. INCOME TAXES The Company accounts for income taxes using the asset and liability approach which recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. A valuation allowance is established for any deferred assets for which realization is uncertain. STOCK-BASED COMPENSATION The Company accounts for stock-based employee compensation arrangements in accordance with provisions of APB No. 25, "Accounting for Stock Issued to Employees", and complies with the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation". Under APB No. 25, compensation cost is recognized based on the difference, if any, on the date of grant between the fair value of the Company's stock and the amount an employee must pay to acquire the stock. FOREIGN CURRENCY TRANSLATION The functional currency of John Hine Limited is the local currency. Accordingly, all assets and liabilities for this operation are translated at the current exchange rate at the end of each operating period and revenue and expenses are translated at average exchange rates in effect during the period. The gains and losses from foreign currency translation of this subsidiary's financial statements are recorded directly into a separate component of stockholders' equity. NET INCOME (LOSS) PER SHARE Net income per share is computed using the weighted average number of shares of Common Stock and dilutive Common Stock equivalent shares outstanding. Common Stock equivalents include shares from the exercise of stock options and warrants (using the treasury stock method). PRESENTATION Certain prior year amounts have been reclassified to conform to fiscal 1997 presentation. 23 24 NOTE 2 - ACQUISITIONS: In December 1993, the Company acquired 51% of the outstanding stock of John Hine Limited in exchange for consideration aggregating $7,426,000. In August 1994, the Company acquired an additional 46% of the outstanding stock of John Hine Limited in exchange for consideration of $6,370,000. The acquisition has been accounted for under the purchase method of accounting and, accordingly, the purchase price has been allocated to the assets acquired based on their estimated fair values at the date of acquisition. Total consideration for these acquisitions consisted of:
Notes and convertible notes ........ $ 4,129,000 Cash ............................... 7,468,000 Common stock (223,600 shares) ...... 1,677,000 Expenses of the transaction ........ 522,000 ----------- Total purchase price ............... $13,796,000 =========== The assets acquired consisted of: Current assets ..................... $ 8,999,000 Property and equipment ............. 2,775,000 Goodwill ........................... 5,980,000 Other assets ....................... 4,566,000 Minority interest .................. 2,245,000 ----------- 24,565,000 =========== The liabilities assumed consisted of: Current liabilities ................ 5,950,000 Long-term debt, less current portion 1,555,000 Other liabilities .................. 770,000 Minority interest .................. 2,494,000 ----------- 10,769,000 ----------- Net assets acquired ................ $13,796,000 ===========
On September 27, 1996, the Company decided to dispose of John Hine Limited, and accordingly the results of John Hine Limited have been accounted for as a discontinued operation (Note 4). The convertible notes outstanding at March 31, 1997 aggregate $1,555,000 and are payable on demand. The notes bear interest at 5% above LIBOR (11.1% as of March 31, 1997) and are payable in cash or, at the noteholder's option, convertible into shares of Common Stock at $7.25 per share. Effective June 1, 1995, the Company acquired a gallery located in San Jose, California, owned and operated by the spouse of a founder (the "Valley Fair Gallery"). Consideration for this acquisition consisted of cash of $31,000, an 8% promissory note in the amount of $299,000 which was repaid in July 1996 and an 8% convertible note in the amount of $1,200,000 due in October 2002. The convertible note is convertible into Common Stock of the Company at a conversion price of $7.25 per share (as adjusted in accordance with the terms of the convertible note). The Company has accounted for this transaction in a manner similar to a pooling of interests due to the Company and the Valley Fair Gallery being under common control. Accordingly, the results of the Valley Fair Gallery are included in the consolidated statement of operations commencing from April 1, 1995. The results of the Valley Fair Gallery prior to April 1, 1995 were not significant and have been recorded as an adjustment to the Company's consolidated retained earnings as of March 31, 1995. The consideration paid for the acquisition in excess of net assets acquired recorded on an historical basis of $1,530,000 has been recorded as a reduction of retained earnings. Effective March 31, 1996, the Company acquired six galleries ("the Monterey Galleries") located in Monterey and Carmel, California. Consideration for this acquisition consisted of 444,483 shares of Common Stock of MAGI. The Company has accounted for this transaction as a pooling of interests. Accordingly, the Company's financial statements have been restated to include the results of the Monterey Galleries for all periods presented. 24 25 Adjustments have been made to eliminate the impact of sales by the Company to the Valley Fair Gallery and the Monterey Galleries, as well as the related profit in inventory. Combined and separate results of the Company and the Monterey Galleries for the periods preceding the acquisition are as follows:
Monterey Company Galleries Adjustments Combined ------------ ------------ ------------ ------------ Year ended March 31, 1995 Net sales .................................... $ 31,872,000 $ 3,398,000 $ (1,785,000) $ 33,485,000 Income from continuing operations before extraordinary items ........................ 3,894,000 377,000 (257,000) 4,014,000 Net income ................................... 3,669,000 377,000 (257,000) 3,789,000 Distributions to S Corporation stockholders .. -- 358,000 -- 358,000 Year ended March 31, 1996 Net sales .................................... 37,095,000 4,594,000 (1,937,000) 39,752,000 Income from continuing operations before extraordinary items ........................ 2,165,000 345,000 (55,000) 2,455,000 Net income (loss) ............................ (963,000) 345,000 (55,000) (673,000) Distributions to S Corporation stockholders... $ -- $ 549,000 $ -- $ 549,000
NOTE 3 - DISCONTINUED OPERATIONS On January 10, 1994, the Company adopted a plan to dispose of the assets and operations of TK Stores which consisted of seven art galleries. The anticipated disposal was accounted for as a discontinued operation and accordingly the assets held for disposal and operating results of TK Stores were segregated and reported as discontinued operations. As the Company expected to realize a net gain from the sale of the galleries all losses incurred by TK Stores subsequent to January 10, 1994, were deferred until the anticipated sale of the galleries. On December 16, 1994, the Company decided to retain the assets and operations of TK Stores as the Company had not received any purchase offers that met criteria established in the formal plan of disposal and accordingly the Company ceased accounting for TK Stores as a discontinued operation. Deferred losses of TK Stores at March 31, 1994, of $211,000 have been recognized in the year ended March 31, 1995. On September 27, 1996, the Company decided to dispose of the assets and operations of John Hine Limited, a United Kingdom company which was acquired in December 1993 and which manufactures and distributes collectible miniature cottages and similar products. On November 11, 1996, a Receiver was appointed by Natwest, John Hine Limited's lender in the United Kingdom. The Receiver ceased operations of John Hine Limited on December 31, 1996, and a Liquidator was appointed on February 7, 1997 to dispose of the remaining assets of John Hine Limited. The disposal has been accounted for as a discontinued operation and accordingly the assets held for disposal and operating results of John Hine Limited have been segregated and reported as discontinued operations in the accompanying consolidated balance sheets and statements of operations. Prior year financial statements have been restated to reflect the discontinuance of the John Hine Limited operations. The net assets of the discontinued operations at March 31, 1997 consist primarily of accounts receivable and inventory related to United States operations, and at March 31, 1996 also include goodwill, licenses and customer lists aggregating $8,389,000 together with the assets and liabilities of the United Kingdom operation. 25 26 Operating results of discontinued operations are summarized as follows (in thousands):
Year ended March 31, ---------------------------------------------- 1997 1996 1995 ------------ ------------ ------------ Net sales of discontinued operations ............. $ 6,778,000 $ 14,249,000 $ 20,900,000 ============ ============ ============ Loss from discontinued operations before income taxes ................................... (2,253,000) (5,008,000) (142,000) Benefit from income tax reduction ................ 868,000 1,880,000 89,000 ------------ ------------ ------------ Loss from discontinued operations ................ (1,385,000) (3,128,000) (53,000) ============ ============ ============ Loss on disposal of discontinued operations before income taxes ................................... (14,664,000) -- -- Benefit from income tax reduction ................ 2,419,000 -- -- ------------ ------------ ------------ Loss on disposal of discontinued operations ...... $(12,245,000) $ -- $ -- ============ ============ ============
The income tax benefit attributable to discontinued operations differs from the federal statutory rate due principally to state income taxes for all years presented, and to net operating loss carryforwards not currently recognized for the year ended March 31 1997. NOTE 4 - RELATED PARTY TRANSACTIONS: Certain original art works used for reproductions by the Company have been supplied by a founder of the Company and remain the property of the founder. Royalties paid to the founder for sales of reproductions of the founder's art works by the Company aggregated $1,159,000, $808,000, and $320,000 for the years ended March 31, 1997, 1996 and 1995. The Company recognized revenues of $670,000 from the sale of prints to a gallery owned and operated by a spouse of a founder (the "Valley Fair Gallery") for the year ended March 31, 1995. The Company acquired the Valley Fair Gallery in July 1995 (Note 2). In March 1996, the Company acquired six galleries in Monterey and Carmel, California. The owner of those galleries became a vice president of the Company, and retained ownership of a gallery in Catalina. Expenses of the acquisition of John Hine Limited include $326,000 which the Company agreed to pay to certain minority stockholders of the Company for services rendered in connection with that acquisition (Note 2). NOTE 5 - DETAILS OF BALANCE SHEET COMPONENTS
March 31, -------------------------- 1997 1996 ---------- ---------- Inventories: Raw materials ........................ $ 843,000 $ 863,000 Work in process ...................... 12,000 44,000 Finished goods ....................... 4,560,000 4,099,000 ---------- ---------- $5,415,000 $5,006,000 ========== ==========
26 27
March 31, -------------------------- 1997 1996 ---------- ---------- Property and equipment: Machinery and equipment ...... $ 266,000 $ 186,000 Furniture and fixtures ....... 1,124,000 1,101,000 Leasehold improvements ....... 1,666,000 1,402,000 Computer hardware and software 2,722,000 2,384,000 Automobiles .................. 93,000 79,000 ---------- ---------- 5,871,000 5,152,000 Less accumulated depreciation 2,309,000 1,358,000 ---------- ---------- $3,562,000 $3,794,000 ---------- ==========
Automobiles, machinery and equipment and computer hardware and software acquired under capital leases aggregated $1,845,000 at March 31, 1997 and 1996. Accumulated amortization at March 31, 1997 and 1996 aggregated $579,000 and $224,000, respectively. NOTE 6 - DEBT: Long-term debt:
March 31, -------------------------- 1997 1996 ---------- ---------- Secured notes, net of unamortized debt discount at March 31, 1997 and 1996 of $2,843,000 and $1,609,000, respectively $4,557,000 $6,391,000 Convertible notes ....................... 1,555,000 1,482,000 Capital leases (Note 7) ................. 559,000 1,123,000 ---------- ---------- 6,671,000 8,996,000 Less current portion .................... 2,062,000 2,068,000 ---------- ---------- $4,609,000 $6,928,000 ========== ==========
On February 21, 1997, the Company entered into a two year financing agreement with a bank for the provision of an $8,000,000 line of credit ("the Senior Debt"). The financing agreement also provided a facility for the provision of up to $2,000,000 in support of trade letters of credit. The total amount available under the line, based on the Company's eligible accounts receivable and inventory, was $6,180,000 at March 31, 1997. Borrowings under the line bear interest at the bank's prime rate plus 1 percent (9.25 percent at March 31, 1997). Interest payments are due monthly and the principal is due in February, 1999. Outstanding borrowings under the line of credit aggregated $2,655,000 at March 31, 1997. Borrowings under previous lines of credit aggregated $4,375,000 at March 31, 1996. In conjunction with the acquisition of John Hine Limited, the Company borrowed $2,225,000 in December 1993 from investors (the "Investors") in exchange for unsecured notes (the "Investor Notes") with an interest rate of 18 percent per annum. In consideration for accepting the Investor Notes the Company sold to the Investors, for total consideration of $4,000, warrants to purchase 164,239 shares of the Company's Common Stock at $0.68 per share. A portion of the proceeds of the Investor Notes attributable to the warrants was accounted for as additional paid-in capital and debt discount in the amount of $658,000. Debt discount was amortized over the anticipated term of the related notes (13 months) using the interest method. Amortization of the debt discount aggregated $154,000 for the year ended March 31, 1995. In conjunction with the Company's initial public offering in August 1994, the Company exchanged $1,670,000 of the Investor Notes for 249,626 shares of Common Stock and warrants to purchase approximately 299,000 shares of Common Stock at $7.50 per share, and exchanged the balance of the Investor Notes for cash of $555,000. The Company also agreed to waive the exercise price of 147,630 shares under the warrants previously issued to the Investors. The extinguishment of the Investor Notes prior to their scheduled maturity date resulted in the recognition of an extraordinary loss of $172,000 (net of income tax benefit of $96,000) attributable to the write-off of unamortized debt discount and prepaid interest. 27 28 On July 25, 1995 the Company issued a $3,000,000 12.5% convertible redeemable note (the "Convertible Note"), a $4,000,000 12.375% promissory note and a $1,000,000 12.375% promissory note (together the "Notes") and a warrant to purchase 400,000 shares of the Company's Common Stock at an exercise price of $5.9375 (the "Warrant") to an investor in exchange for cash of $8,000,000 (the "Subordinated Debt"). The Convertible Note was convertible into Common Stock of the Company at a conversion price of $6.25 per share (as adjusted in accordance with the terms of the Convertible Note). On March 12, 1996, the Company changed the interest rate on the Subordinated Debt to 13.5 percent and changed the per share exercise price of the Warrant to $2.00 in exchange for modification of certain financial covenants. The Company also amended the conversion price of the Convertible Note such that $960,000 was convertible at $2.00 per share and $810,000 was convertible at $3.00 per share with the balance of $1,230,000 having no right of conversion. On February 21, 1997, in conjunction with entering into the Senior Debt agreement, the Company changed the terms and covenants of the Subordinated Debt and exchanged the Notes and the Warrant for a $7,400,000 13.5% promissory note (the "New Note"), $592,500 of cash and 1,148,693 shares of Common Stock. The Senior Debt and the Subordinated Debt are secured by substantially all of the assets of the Company. The Notes are repayable at 102 percent of their principal in the event of a Change in Management or Control of the Company (as defined under the terms of the Notes), including any event or transaction whereby (i) Thomas Kinkade (Art Director) and Ken Raasch (Chairman and Chief Executive Officer) cease to collectively beneficially own more than 35 percent of the voting power of the Company, (ii) any person or group acquires beneficial ownership of voting power of the Company greater than the collective beneficial ownership of Thomas Kinkade and Ken Raasch or (iii) Ken Raasch ceases to remain in the office of Chairman and Chief Executive Officer. Debt issuance costs related to the issuance of the Notes and the New Note aggregated approximately $3,420,000 (including $2,005,000 attributable to the Warrants and Common Stock issued in conjunction with the Notes and New Note) and are being amortized over the term of the Notes using the interest method. Interest on the New Note is due monthly, and principal payments are due from December 1998 through September 2002. The aggregate maturities for long-term debt, including convertible notes due to related parties, and capital lease obligations outstanding at March 31, 1997 are as follows:
Year ---- 1998 ...................................... $ 4,045,000 1999 ...................................... 552,000 2000 ...................................... 1,067,000 2001 ...................................... 2,200,000 2002 ...................................... 2,850,000 ------------ 10,714,000 Unamortized debt discount at March 31, 1997 (2,843,000) ------------ $ 7,871,000 ============
The Senior Debt and the Subordinated Debt prohibit the payment of cash dividends and require the maintenance of various financial covenants. Without the prior consent of the lenders, the Company is also prohibited from incurring debt and lease commitments in excess of specified amounts or entering into acquisitions, sales of business, merger or joint venture agreements in excess of certain amounts. 28 29 NOTE 7 - COMMITMENTS: The Company has certain noncancellable operating leases for facilities and equipment and noncancellable capital leases for machinery and equipment and automobiles. Future minimum lease commitments under noncancellable leases as of March 31, 1997 are as follows:
Year Capital Operating ---- ---------- ---------- 1998 ......................................... $ 528,000 $1,577,000 1999 ......................................... 57,000 1,496,000 2000 ......................................... 18,000 1,236,000 2001 ......................................... -- 970,000 2002 ......................................... -- 533,000 Thereafter ................................... -- 410,000 ---------- ---------- Total minimum lease payments ................. 603,000 $6,222,000 ========== Less amounts representing interest ........... 44,000 ---------- Present value of future minimum lease payments 559,000 Less amounts due within one year ............. 507,000 ---------- $ 52,000 ==========
Rent expense under operating leases was $2,006,000, $1,714,000 and $2,014,000 for the years ended March 31, 1997, 1996 and 1995, respectively. TK Stores maintains leases for certain art galleries which stipulate that additional rent will be payable if the revenues of those galleries exceed a certain amount. Certain officers and stockholders have entered into employment agreements with the Company ranging from three to five years. Compensation payable under the agreements excluding performance bonuses, aggregates $460,000 and $345,000 for the years ending March 31, 1998 and 1999, respectively. Each of the agreements provides for the officer to receive all salary and bonus payments that would have been payable to him under the agreement for a period of three to five years after a change in control of the Company which provides "Good Reason" for the officer to terminate his employment. "Good Reason" is defined in the agreements to include the assignment to the officer of duties inconsistent with his senior executive status, a reduction in his base salary, a relocation of the officer or the Company's principal office and the termination of any compensation or other employee benefit plans in which he was eligible to participate. The Company has entered into various licensing agreements which stipulate certain minimum royalty amounts. The minimum payments due for royalties aggregate $212,000 and $369,000 for the years ending March 31, 1998 and 1999, respectively, $60,000 for the years ending March 31, 2000, 2001 and 2002, and $155,000 thereafter. NOTE 8 - COMMON STOCK: On August 10, 1994 and September 9, 1994, the Company issued an aggregate of 1,437,500 shares of Common Stock at a price of $7.25 per share in an underwritten public offering and received proceeds of $8,060,000 (net of underwriting and offering costs of $2,362,000). The principal purpose of the offering was to obtain additional working capital, to repay certain indebtedness, to purchase an additional 46% interest in John Hine Limited and to pay an S corporation distribution to the Company's existing shareholders. In conjunction with the offering, the Company issued 223,600 shares of Common Stock to an artist in consideration for entering into a license agreement with John Hine Limited (Note 2). In conjunction with the acquisition of John Hine Limited the Company sold to certain noteholders (the "Investors"), at a price of $0.03 per warrant, warrants to purchase 164,239 shares of the Company's Common Stock at $0.68 per share (Note 6). The warrants are transferable and are exercisable through December 31, 1998, except that if the closing price of the Company's Common Stock equals or exceeds $10.50 for a period of 20 consecutive trading days, the Company has the right to accelerate the exercise date of the warrants to 60 days from the exercise of that right. In conjunction with the initial public offering in August 1994, the Company extinguished debt aggregating $1,670,000 by issuing to the Investors 249,626 shares of Common Stock and warrants to purchase approximately 299,000 shares of Common Stock at $7.50 per share. The Company also agreed to pay the $0.68 exercise price of 147,630 shares of the 29 30 warrants previously issued to the Investors. In fiscal 1996, 147,630 shares of the Company's Common Stock were issued upon exercise of those warrants. The remaining warrants are exercisable through August 10, 2004. Effective March 31, 1996, the Company acquired six galleries in Monterey and Carmel, California, in exchange for 444,483 shares of the Company's Common Stock. On February 21, 1997, the Company issued 1,148,693 shares of Common Stock to the holders of the Subordinated Debt (Note 6). In February 1994, the Company adopted the Employee Stock Option Plan (the "Employee Plan") and the Stock Option Plan for Outside Directors (the "Directors Plan") under which 924,863 shares and 50,000 shares, respectively, of Common Stock are reserved for issuance to employees and outside directors. Options granted under the Employee Plan may be either incentive stock options or non-qualified stock options. The exercise price of options granted under the Employee Plan may not be less than the fair market value of the shares of the Company's Common Stock on the date of grant. However, in the case of options granted to an optionee who owns stock representing more than 10% of the voting power of all classes of the Company's stock, the exercise price must not be less than 110% of the fair market value on the date of grant and the maximum term of such options may not exceed five years. Incentive stock options generally expire on the earlier of three months after termination of employment, or ten years after date of grant. Non-qualified stock options generally expire on the earlier of six months after termination of employment, or ten years after date of grant. Under the terms of the Directors Plan the Company's two outside directors at the date of adoption of the Directors Plan were each granted options to purchase 7,909 shares. Outside directors subsequently appointed are entitled to receive an option to purchase 5,000 shares of Common Stock. Outside directors are entitled to receive an option to purchase 1,500 shares of Common Stock after each year of service as an outside director. All such options vest immediately and generally expire three months after termination of office, or 10 years after date of grant. The following table summarizes option activities:
Options Outstanding --------------------------- Weighted Options Exercise Average Available Price Exercise for Grant Shares Per Share Price --------- ------- ------------- -------- Balance at March 31, 1994 609,045 240,955 $2.37 - $7.11 $ 2.71 Granted ................. (434,950) 434,950 3.00 - 8.13 7.05 Exercised ............... -- (13,502) 2.50 2.50 -------- ------- Balance at March 31, 1995 174,095 662,403 2.37 - 8.13 5.56 Reserved ................ 250,000 -- -- Granted ................. (37,000) 37,000 2.75 - 6.38 5.82 Exercised ............... -- (527) 2.37 2.37 Expired ................. 15,005 (15,005) 2.37 - 7.11 4.15 -------- ------- Balance at March 31, 1996 402,100 683,871 2.37 - 8.13 5.55 Granted ................. (152,000) 152,000 1.31 - 4.93 3.07 Exercised ............... -- (9,802) 1.31 - 3.00 2.74 Expired ................. 118,878 (118,904) 2.37 - 8.13 3.29 -------- ------- Balance at March 31, 1996 368,978 707,165 1.31 - 8.13 3.19 ======== =======
On August 21, 1996, the Company canceled 395,450 options with exercise prices between $5.50 and $7.25 (a weighted average exercise price of $7.02) and reissued those options with an exercise price of $3.00. As of March 31, 1997 and 1996, options to purchase 510,727 and 510,827 shares, respectively, of Common Stock were fully vested. The following table summarizes information regarding stock options outstanding at March 31, 1997: 30 31
Options Outstanding Options Exercisable ------------------------------------------ --------------------------------- Weighted Number Average Number Weighted Range of Outstanding Remaining Weighted Exercisable Average Exercise at March 31, Contractual Average at March 31, Exercise Prices 1997 Life (years) Exercise Price 1997 Price ------------- ----------- ------------ -------------- ------------ -------------- $1.31 - $2.75 341,341 6.9 $ 2.35 238,677 $ 2.37 3.00 - 4.00 287,483 6.6 3.08 204,450 3.01 4.93 - 8.13 78,341 7.2 6.91 67,600 7.02 ------- ------- 707,165 6.8 3.15 510,727 3.24 ======= =======
The Company applies the provisions of APB No. 25 and related Interpretations in accounting for compensation expense under the Company's option plans. Had compensation expense under these plans been determined pursuant to SFAS No. 123, the Company's net income and net income per share would have been as follows:
Year ended March 31, ---------------------------------- 1997 1996 -------------- ------------- Income from continuing operations before extraordinary loss As reported ............................................ $ 2,644,000 $ 2,455,000 Pro forma .............................................. 2,387,000 2,422,000 Net loss As reported ............................................ (10,986,000) (673,000) Pro forma .............................................. (11,243,000) (706,000) Income from continuing operations before extraordinary loss per share As reported ............................................ 0.26 0.25 Pro forma .............................................. 0.22 0.22 Net loss per share As reported ............................................ (1.09) (0.07) Pro forma .............................................. (1.03) (0.07)
The fair value of the shares granted under the Company's option plans was estimated using the Black-Scholes model with the following assumptions: zero dividend yield; an expected life of four years; expected volatility of 75%; and a risk-free interest rate of 6.0% and 6.4% for the years ended March 31, 1996 and 1997, respectively. The pro forma amounts reflect compensation expense related to stock options granted during the years ended March 31, 1996 and 1997 only. In future years, the annual compensation expense computed in accordance with SFAS No. 123 will increase relative to the fair value of stock options granted in those years. 31 32 NOTE 9 - INCOME TAXES: The provision for income taxes consists of the following:
Year ended March 31, ----------------------------------------------- 1997 1996 1995 ----------- ----------- ----------- Current: Federal ........................................ $ 1,975,000 $ 1,195,000 $ 499,000 State .......................................... 315,000 326,000 1,483,000 ----------- ----------- ----------- 2,290,000 1,521,000 1,982,000 ----------- ----------- ----------- Deferred: Federal ........................................ (467,000) 82,000 (147,000) State .......................................... (55,000) -- (322,000) ----------- ----------- ----------- (522,000) 82,000 (469,000) ----------- ----------- ----------- $ 1,768,000 $ 1,603,000 $ 1,513,000 =========== =========== ===========
A reconciliation of income taxes computed at the federal statutory income tax rate to income taxes reported in the statement of operations is as follows:
Year ended March 31, ------------------------- 1997 1996 1995 ---- ---- ---- Federal statutory income tax rate .................. 34% 34% 34% S corporation income not subject to federal income taxes ............................. -- (2) (1) State income taxes ................................. 3 5 6 Recognition of deferred tax benefit on conversion of certain subsidiaries from S corporations to C corporations ................................... -- -- (11) Other .............................................. 3 2 (1) --- --- --- 40% 39% 27% === === ===
Deferred income tax assets consisted of :
March 31, -------------------------- 1997 1996 ---------- ---------- Allowances for sales returns and doubtful accounts $1,051,000 $ 607,000 Inventory reserves ............................... 235,000 261,000 State income taxes ............................... 48,000 27,000 Other ............................................ 247,000 164,000 ---------- ---------- Net deferred income tax assets ................. $1,581,000 $1,059,000 ========== ==========
Net deferred tax assets aggregating $638,000 and an income tax benefit in an equal amount were recorded in the financial statements of the Company on April 1, 1994, when Lightpost and TK Stores ceased to be treated as S corporations. Gross deferred income tax assets at March 31, 1997 and 1996, also relate to John Hine Limited and its U.S. subsidiary, John Hine Studios, Inc.. Goodwill arising from the acquisition of John Hine Limited was reduced by $749,000 during the year ended March 31, 1995 to reflect the recognition of a reduction in the valuation allowance for deferred tax assets acquired as part of the acquisition of John Hine Limited for which a full valuation allowance was provided at the time of acquisition. 32 33 NOTE 10 - NON CASH INVESTING AND FINANCING ACTIVITIES: On February 21, 1997, the Company refinanced its Senior Debt and renegotiated the terms of its Senior Subordinated Debt. In conjunction with the refinancing and renegotiation of that debt the Company issued 1,148,693 shares of Common Stock to the Senior Subordinated Lender in exchange for $11,000 of cash (Note 6). The Company acquired the Valley Fair Gallery effective June 1, 1996 in exchange for cash of $31,000 and notes aggregating $1,494,000. The Company acquired the Monterey Galleries effective March 31, 1996 in exchange for 444,483 shares of the Company's Common Stock. Asset acquisitions under capital leases aggregated $388,000 and $1,212,000 for the years ended March 31, 1996 and 1995, respectively, and were not significant for any other period presented. Consideration for the acquisition of 51% of John Hine Limited in December 1993 included notes aggregating $496,000 and accrued liabilities aggregating $1,480,000 (Note 2). Consideration for the acquisition of 46% of John Hine Limited in August 1994 included convertible notes aggregating $2,310,000 and 202,667 shares of Common Stock issued in conjunction with the Company's initial public offering (Note 2). The Company issued an additional 20,933 shares of Common Stock in conjunction with the offering to repay $157,000 of the accrued liabilities incurred for the acquisition of the 51% interest in John Hine Limited. In conjunction with the Company's initial public offering in August 1994, the Company exchanged $1,670,000 of notes for 249,626 shares of Common Stock and warrants to purchase approximately 299,000 shares of Common Stock at $7.50. The extinguishment of the notes prior to their scheduled maturity date resulted in the recognition of an extraordinary loss of $172,000 (net of income tax benefit of $96,000) attributable to the write-off of unamortized debt discount and prepaid interest. Goodwill arising from the acquisition of John Hine Limited was reduced by $749,000 during the year ended March 31, 1995 to reflect the recognition of a reduction in the valuation allowance for deferred tax assets acquired as part of the acquisition of John Hine Limited for which a full valuation allowance was provided at the time of acquisition. NOTE 11 - LITIGATION: On February 13, 1993, a former officer and director and 3% stockholder of John Hine Limited, dismissed in February 1993, commenced litigation against John Hine Limited in the Queens Bench Division of the High Court of Justice seeking damages in excess of $750,000 for wrongfully, and in breach of contract, terminating his employment. Media Arts Group, Inc, was not a party to the proceedings. The Company is currently engaged in settlement negotiations with the former employee. Management believes that the resolution of this litigation will not have a material impact on the Company's financial position or results of operations. 33 34 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Media Arts Group, Inc. - ------------------------------ (Registrant) /s/ Raymond A. Peterson - ------------------------------ Raymond A. Peterson Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: June 20, 1997 34 35 SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES MEDIA ARTS GROUP, INC. AND SUBSIDIARIES (In thousands) BALANCE AT CHARGED TO BALANCE BEGINNING OF COSTS AND AT END DESCRIPTION PERIOD EXPENSES DEDUCTIONS OF PERIOD - ----------- ------------ ----------- ---------- --------- YEAR ENDED MARCH 31, 1995: Reserve for Returns and Allowances...... 173 2,233 (1,985) 421 Allowance for Doubtful Accounts......... 400 797 (626) 571 YEAR ENDED MARCH 31, 1996: Reserve for Returns and Allowances...... 421 4,931 (4,540) 812 Allowance for Doubtful Accounts......... 571 803 (1,032) 342 YEAR ENDED MARCH 31, 1997: Reserve for Returns and Allowances...... 812 2,316 (1,489) 1,639 Allowance for Doubtful Accounts......... 342 1,212 (368) 1,186
35 36 INDEX TO EXHIBITS FILED TOGETHER WITH THIS ANNUAL REPORT The following exhibits are filed herewith:
EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 3.01(1) Registrant's Amended and Restated Certificate of Incorporation. 3.02(1) Registrant's Bylaws. 10.01(1,5) Registrant's Employees Stock Option Plan. 10.02(1,5) Registrant's Stock Option Plan for Outside Directors. 10.03(1,5) Employment Agreement entered into between the Registrant and Kenneth E. Raasch dated as of January 1, 1994. 10.04(1,5) Employment Agreement entered into between the Registrant and Daniel P. Byrne dated as of January 1, 1994. 10.05(1,5) Employment Agreement entered into between the Registrant and Raymond A Peterson dated as of January 1, 1994. 10.06(1,5) Employment Agreement entered into between the Registrant and Thomas Kinkade dated as of January 1, 1994. 10.07(1,5) Employment Agreement Letter Agreement between John Hine Limited and John Hine dated as of January 14, 1994. 10.08(4,5) Employment Agreement entered into between Rick Barnett and Media Arts Group, Inc. dated as of March 31, 1996. 10.09(4,5) Employment Agreement entered into between Craig Fleming and Media Arts Group, Inc. dated as of October 31, 1996. 10.10(1,5) License Agreement entered into by the Registrant, Kenneth E. Raasch and Thomas Kinkade dated December 1, 1993. 10.11(1,5) Form of Royalty Agreement between Thomas Kinkade Stores, Inc. and Thomas Kinkade dated as of December 1, 1993. 10.12(1) Amended and Restated Management Agreement dated as of April 1, 1994 (the "Management Agreement"). 10.13(1) Assignment of Certain Rights under Management Agreement entered into between Kenneth E. Raasch and the Registrant dated as of April 1, 1994. 10.14(1) Contribution Agreement between the Registrant and Kenneth E. Raasch, Thomas Kinkade, Dennis McCarthy and Robert Wallace dated as of April 1, 1994. 10.15(1) Sublease Agreement between Pillsbury, Madison & Sutro and The Lightpost Group dated as of June 15, 1993. 10.16(1) Lease Agreement between South Bay/Crip 3 and the Registrant dated February 17, 1994 and First Amendment to Lease dated as of April 15, 1994. 10.17(1) Form of Registration Rights Agreement among the Registrant, Kenneth E. Raasch and Thomas Kinkade. 10.18(2) Securities Purchase Agreement dated July 7, 1995 and the First Amendment to the Securities Purchase Agreement dated March 12, 1996, by and among Levine Leichtman Capital Partners, L.P., as Purchaser and Media Arts Group, Inc., Lightpost Publishing, Inc., Thomas Kinkade Stores, Inc., MAGI Entertainment Products, Inc. and John Hine Studios, Inc., as Issuers. 10.19(3) Financing Agreement dated as of February 21, 1997 by and among CIT Group/Business Credit, Inc., and Media Arts Group, Inc., Thomas Kinkade Stores, Inc. and California Coast Galleries, Inc. and Credit Agreement dated as of February 21, 1997 by and among Levine Leichtman Capital Partners, L.P., Media Arts Group, Inc., MAGI Entertainment Products, Inc., California Coast Galleries, Inc. and MAGI Sales, Inc. 11.01(4) Computation of net income per share.
36 37
21.01(4) Subsidiaries of the Registrant. 23.01(4) Consent of Independent Accountants. 24.01(4) Power of Attorney (See page ). 27.01(4) Financial Data Schedule (EDGAR version only)
- ----------------------- (1) Incorporated by reference from the Company's registration statement on Form S-1 (File No. 33-79744). (2) Incorporated by reference from the Company's Form 8-K's dated July 26, 1996 and March 12, 1996. (3) Incorporated by reference from the Company's Form 8-K dated February 21, 1997. (4) Filed herewith. (5) These exhibits are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 14(c) of Form 10-K. (b) The following financial statement schedules are filed herewith: Schedule VIII -- Valuation and Qualifying Accounts and Reserves 37 EX-10.08 2 EMPLOYMENT AGREEMENT WITH RICK BARNETT 1 EXHIBIT 10.08 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of March 31, 1996 and is entered into by and between MEDIA ARTS GROUP, INC., a Delaware corporation, located at Ten Almaden Blvd., Ninth Floor, San Jose, California 95113 (the "Employer"), and RICHARD F. BARNETT, 14 Middle Canyon Way, Carmel Valley, CA 93924 (the "Executive"). In consideration of the mutual promises made herein, the parties, intending to be legally bound, agree as follows: ARTICLE 1. EMPLOYMENT; TERM SECTION 1.1. EMPLOYMENT. The Employer hereby employs Executive and Executive hereby accepts employment with Employer, upon the terms and conditions set forth in this Agreement. SECTION 1.2. TERM. Subject to the provisions of Article 8, the initial term of the Executive's employment under this Agreement will be for a period of three (3) years (the "Initial Term"), beginning on April 1, 1996 and ending on March 31, 1999. SECTION 1.3. OPTION TO RENEW. Executive is hereby given four (4) options of three (3) years each to extend the Initial Term of this Agreement on all of the provisions contained in this Agreement, except for Salary, following the expiration of the Initial Term (hereinafter individually referred to as a "Renewal Term"). Executive shall be deemed to have exercised an option for a Renewal Term unless Executive shall have given written notice of his election not to renew on or before the end of the Initial Term or any then existing Renewal Period of this Agreement. All rights of Executive to a Renewal Period shall be void and of no effect, the Renewal Period shall not commence and the Renewal Period and all future Renewal Periods shall terminate and be of no effect if, during the three (3) year period immediately preceding the commencement of the Renewal Period, Executive has not developed the target number of independently owned art galleries dedicated to selling only Thomas Kinkade product (the "National Program") as set forth below and achieved through such galleries aggregate annual wholesale sales equal to or greater than an amount equal to the total number of galleries multiplied by $150,000; provided, however, that if Executive's development of the National Program is hampered by unreasonable budget and/or operations constraints of Employer, then the target number of galleries and the aggregate annual wholesale sales shall be equitably adjusted. The target number of new galleries developed by Executive annually shall be ten (10) galleries in the first year of the term of this Agreement, fifteen (15) galleries in the second year, twenty (20) galleries in the third year, and twenty five (25) galleries in the fourth and each succeeding year of the term of this Agreement. If the Executive continues in the employment of Employer after the expiration of the Initial Term or any applicable Renewal Period, then the Executive shall be considered an "at will" employee for all purposes. ARTICLE 2. DUTIES AND OBLIGATIONS OF EXECUTIVE SECTION 2.1. TITLE AND DESCRIPTION OF DUTIES. Executive shall serve as Vice President of Retail Operations, Thomas Kinkade Stores, Inc. In that capacity, Executive shall do and perform all services, acts, or things necessary or advisable to fulfill the duties of that position, including management and development of Employer-owned galleries, development of the National Program, and other duties as assigned. However, Executive shall at all times be subject to the direction of the President, and to the policies established by the Board of Directors, of Employer. 2 SECTION 2.2. DEVOTION OF ENTIRE TIME TO EMPLOYER'S BUSINESS. (a) Executive shall devote his entire business time, ability, and attention to the business of Employer during each employment term of this Agreement, except as provided below. (b) During the term of this Agreement, Executive shall not, whether directly or indirectly, render any services of a commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Employer's President. (c) This Agreement shall not be interpreted to prohibit Executive from making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this Agreement. SECTION 2.3. COMPETITIVE ACTIVITIES. During the term of this Agreement, Executive shall not directly engage in any business activity in the United Stated now engaged in by Employer so long as Employer shall engage in that activity. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall retain and operate as a proprietorship (i) the art gallery business located in Catalina, California, which is engaged in the selling of Kinkade artwork, and (ii) the business operated under the fictitious business name "Fine Art Framing" located in Monterey, California, which is primarily engaged in the business of the framing of artwork, but which is also engaged in the incidental sales of Kinkade artwork (which sales of Kinkade artwork shall not exceed 20% of the gross sales from the business of Fine Art Framing in any calendar year). Executive shall endeavor in good faith to divest himself of the Catalina gallery as soon as reasonably practicable; provided, however, that Executive shall not be required in any event to sell or otherwise transfer the Catalina gallery for less than its then-current fair market value. SECTION 2.4. UNIQUENESS OF EXECUTIVE'S SERVICES. Executive hereby represents and agrees that the services to be performed under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in an action at law. Executive therefore expressly agrees that Employer, in addition to any other rights or remedies which Employer may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Executive. SECTION 2.5. INDEMNIFICATION FOR NEGLIGENCE OR MISCONDUCT. To the extent not covered by any applicable casualty and/or liability insurance carried by Employer or required to be carried by Employer hereunder, Executive shall indemnify and hold Employer harmless from all liability for loss, damage, or injury to persons or property resulting from the culpable negligence or serious and willful misconduct of Executive. Except as provided above, Employer shall indemnify, defend and hold Executive harmless from and against all liability with respect to the performance of his duties hereunder to the maximum extent permitted by law. Employer shall maintain directors and officers liability insurance in such amounts as are reasonably customary and which policies of insurance shall name Executive as an insured thereunder (by definition or rider to the policy). SECTION 2.6. TRADE SECRETS. 3 (a) The parties acknowledge and agree that during the term of this Agreement and in the course of the discharge of his duties hereunder, Executive shall have access to and become acquainted with information concerning the operation of Employer, including without limitation, financial, personnel, sales, planning, and other information that is owned by Employer and regularly used in the operation of Employer's business and that this information constitutes Employer's trade secrets; provided, however, that such information shall only constitute trade secrets of the Employer to the extent such information is a trade secret within applicable California trade secret law. (b) Executive agrees that he shall not disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during any term of this agreement or at any other time thereafter, except as is required in the course of his employment with Employer. (c) Executive further agrees that all files, records, documents, equipment, and similar items relating to Employer's business, whether prepared by Executive or others, are and shall remain exclusively the property of Employer and that they shall be removed from the premises of Employer only with the express prior consent of Employer's President. SECTION 2.7. PHYSICAL EXAMINATIONS. Executive agrees to submit, on a yearly basis, at any time requested by Employer, to a physical examination by a physician selected by Employer. ARTICLE 3. OBLIGATIONS OF EMPLOYER SECTION 3.1. GENERAL DESCRIPTION. Employer shall provide Executive with the compensation, incentives, benefits, and business expense reimbursement specified elsewhere in this agreement. SECTION 3.2. OFFICE AND STAFF. Employer shall provide Executive with a private office, stenographic help, office equipment and supplies, and other facilities and services, suitable to Executive's position and adequate for the performance of his duties. ARTICLE 4. COMPENSATION OF EXECUTIVE SECTION 4.1. SALARY. As compensation for the services to be rendered by Executive hereunder, Employer shall pay Executive an annual salary at the rate per month of $19,000, payable in equal semi-monthly installments of $9,500 on the fifteenth (15th) and final days of each month during the term of this Agreement, prorated for any partial month during the term. The annual salary payable by Employer to Executive under the terms of this Agreement for any Renewal Period shall be at the rate per month of $11,000, payable in equal semi-monthly installments of $5,500. Executive shall receive such annual increases in salary as may be determined by Employer's president in his sole discretion. SECTION 4.2. TAX WITHHOLDING. Employer shall have the right to deduct or withhold from the compensation due to Executive hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may be enacted and become applicable in the future. 4 ARTICLE 5. EXECUTIVE INCENTIVE COMPENSATION SECTION 5.1. COMMISSION PLAN. As additional compensation (the "Incentive Compensation") for the services to be rendered by the Executive pursuant to this Agreement, the Employer will pay the Executive with respect to each year, or portion thereof, during the term of this Agreement, certain amounts as follows. (a) Thomas Kinkade Galleries. Employer will pay Executive (1) five percent (5%) of the amount by which the net income from all art galleries featuring Thomas Kinkade artwork owned now and/or in the future by Employer or any subsidiary or affiliate of Employer including, but not limited to Thomas Kinkade Stores, Inc. ("Thomas Kinkade Galleries") in any fiscal year during the term of this Agreement exceeds one hundred six percent (106%) of the immediately prior fiscal years' net income, and (2) an additional five percent (5%) of the amount by which the net income from the Thomas Kinkade Galleries in any fiscal year of this Agreement exceeds one hundred twenty five percent (125%) of the immediately prior fiscal year's net income (such that for all amounts by which the net income exceeds 125% of the prior years' net income, Executive will receive a total of ten percent (10%) of such excess). For the purposes of this provision, the net income of the Thomas Kinkade Galleries is defined as net income from all products sold or supplied by the Thomas Kinkade Galleries in a fiscal year, calculated after expenses and taxes. (b) National Program. Employer will pay Executive (1) for the fiscal year ending March 31, 1997, three percent (3%) of the total wholesale sales of Employer to independently-owned galleries participating in the National Program (collectively, "National Program Galleries" and individually, a "National Program Gallery") in that fiscal year, (2) for the fiscal year ending March 31, 1998 and each year during the term of this Agreement thereafter, three percent (3%) of the total wholesale sales of Employer to National Program Galleries; provided that only the wholesale sales to National Program Galleries that have purchased at least $150,000 of Kinkade product from Employer in that fiscal year ("Benchmark") shall be included, which Benchmark shall increase by six percent (6%) per annum for each fiscal year after the fiscal year ending March 31, 1998, and (3) for each year of the term of this Agreement, an additional two percent (2%) of the amount by which the total wholesale sales of Employer to each National Program Gallery in any year exceeds one hundred eight percent (108%) of the immediately prior fiscal year's wholesale sales to such National Program Gallery (such that for all amounts by which the wholesale sales to a National Program Gallery exceed 108% of the prior year's wholesale sales, Executive will receive a total of five percent (5%) of such excess). (c) The amounts due pursuant to subparagraph (a) ("TKS Commissions") and subparagraph (b) ("National Program Commissions") shall be computed annually within thirty (30) days of the end of Employer's fiscal year. For the purposes of this section 5.1, the net income of Thomas Kinkade Galleries and the wholesale sales of National Program Galleries shall be determined by the firm of certified public accountants retained by Employer in accordance with generally accepted accounting principles consistently applied. After deducting draws against TKS Commissions (as provided in subparagraph (d), below), the remaining amount will be paid to Executive in four (4) equal installments payable on the first (1st) day of each calendar quarter in the fiscal year following the year in which the commissions were earned. (d) In addition to payment for commissions earned in the prior year, Executive shall be paid a draw against future commissions each quarter as follows: 1. During the fiscal year ending March 31, 1997, each quarter's draw shall be $10,000 per quarter. 2. During the fiscal year ending March 31, 1998 and thereafter, each quarter's draw shall equal ten percent (10%) of previous year's total TKS Commissions actually earned plus twenty percent (20%) of the previous year's total National Program Commissions actually earned. For example, if $200,000 in TKS Commissions and $200,000 in 5 National Program Commissions are earned in 1997, the draw for each quarter in 1998 would be $20,000 (10% of TKS Commissions) plus $40,000 (20% of National Program Commissions). SECTION 5.2. CASH COMPENSATION LIMITS. Should total compensation per year be earned in excess of $500,000.00 (including base, bonus and benefits), Employer shall have the option of paying Executive all such excess amounts either (1) in cash or (2) in a combination of 50% cash and 50% stock (shares of stock to be computed with the prevailing market price on the date such excess amounts are due, as listed in the Wall Street Journal under Media Arts Group, Inc. NASDAQ symbol: ARTS). SECTION 5.3. PHANTOM STOCK RIGHTS. As additional compensation, Employer agrees to pay to Executive 2.5% of the total value of Thomas Kinkade Stores, Inc. ("TKS") upon the sale or transfer of (1) all or any portion of the TKS capital stock (irrespective of the form of the transaction, such as through a public or private offering, an issuer or non-issuer transaction, a merger, reorganization or otherwise) or (2) all or substantially all of the assets of TKS, or of any distinct division or other component of the business of TKS. The additional compensation payable to Executive hereunder shall be paid in cash within thirty (30) days after the receipt by Employer or TKS, as the case may be, of the consideration from any such transaction. ARTICLE 6. EXECUTIVE BENEFITS SECTION 6.1. ANNUAL FLEXIBLE TIME OFF. Executive shall be entitled to twenty (20) days of Flexible Time Off (FTO) each year with full pay. If Executive is unable for any reason to take the total amount of authorized FTO time during any year, the FTO will be accrued per Employer's policies as outlined in the Executive Handbook. Executive will also be entitled to the paid holidays and other paid leave set forth in the Employer's policies. SECTION 6.2. USE OF EMPLOYER-SUPPLIED AUTOMOBILE. (a) During the term of this Agreement, Executive shall be entitled to the full use of a leased automobile of his own choice at a price not to exceed the greater of (1) $500.00 per month, or (2) a value comparable to that allowed to those employees in similar positions. Executive may choose to take the cash value instead, and apply to an employee-owned purchase. (b) Upon every termination of lease, upon return to Employer of Employer's automobile then being used by Executive, Executive shall be entitled to the full use of a new automobile in the same price range. (c) Executive agrees to pay all operating expenses of any nature whatsoever, including gas and maintenance, with regard to the aforementioned automobile. Employer shall procure and maintain in force an automobile liability insurance policy on any leased automobile. SECTION 6.3. OTHER BENEFITS. Executive will be permitted to participate in such pension, profit sharing, bonus, life insurance, hospitalization, major medical, and other employee benefit plans of Employer in effect from time to time, to the extent Executive is eligible under the terms of those plans. Specifically, without limiting the generality of the foregoing, Employer agrees to include Executive under Employer's group medical insurance coverage and Employer's group dental insurance coverage, or in the alternative, may reimburse Executive for costs of his own medical and dental insurance. ARTICLE 7. BUSINESS EXPENSES 6 SECTION 7.1. BUSINESS EXPENSES. Employer shall promptly reimburse Executive for all reasonable business expenses incurred by Executive in promoting the business of Employer, including expenditures for entertainment, gifts, and travel. Executive shall file expense reports with respect to such expenses in accordance with Employer's policies. ARTICLE 8. TERMINATION OF EMPLOYMENT SECTION 8.1. TERMINATION FOR CAUSE. (a) During the term of this Agreement, this Agreement shall be terminated only with good cause. If this Agreement is not renewed pursuant to Section 1.3 (Option to Renew), any continued employment thereafter shall be considered employment "at will." (b) Employer reserves the right to terminate this Agreement if Executive (1) willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement, or (2) is convicted of, is indicted for, or enters a guilty plea or plea of no contest with respect to, a felony that is directly related to his duties and obligations to Employer and that would prevent the effective performance of his duties. Termination based on such acts will be considered "for cause." (c) Employer may at its option terminate this Agreement for the reasons stated in this section by giving written notice of termination to Executive without prejudice to any other remedy to which Employer may be entitled either at law, in equity, or under this Agreement. No notice period shall be required should a termination occur as a result of activities identified in section 8.1(b)(2). A 60-day notice period, during which time Executive shall have an opportunity to cure any breach, shall be required should a termination occur as a result of activities identified in section 8.1(b)(1). Employer shall have the option, should any breach not be cured within the 60-day cure period, to discharge Executive immediately upon such failure to cure. (d) The notice of termination required by this section shall specify the ground(s) for the termination. (e) Termination under this section shall be considered "for cause" for the purposes of this Agreement. SECTION 8.2. OTHER TERMINATION. (a) This Agreement shall be terminated upon the death of Executive. (b) Employer reserves the right to terminate this Agreement not less than six (6) months after Executive suffers any physical or mental disability that prevents the performance of his duties under this Agreement for such 180 consecutive day period. Such a termination shall be effected by giving 30 days' written notice of termination to Executive. (c) Termination under this section shall not be considered "for cause" for the purposes of this Agreement. SECTION 8.3. EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION. (a) This Agreement shall not be terminated by any voluntary or involuntary dissolution of Employer resulting from either a merger or consolidation in which Employer is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of Employer. (b) In the event of any such merger or consolidation or transfer of assets, Employer's rights, benefits, and obligations hereunder may be assigned to the surviving or resulting corporation or the transferee of Employer's assets. 7 SECTION 8.4. TERMINATION BY EXECUTIVE. Executive may terminate this Agreement by giving Employer at least two (2) months notice in advance or tendering to Employer a total amount aggregating two months of his annual salary. If this Agreement is terminated by Executive, Executive shall be entitled to no further compensation as of the date of termination. SECTION 8.5. TERMINATION PAY. Effective upon the termination of this Agreement, Employer shall pay Executive (or, in the event of his death, his designated beneficiary) such compensation as is provided in this Section 8.5. (a) Termination by Executive or by Employer For Cause. If Executive terminates this Agreement or if Employer terminates this Agreement for cause, then Employer will pay Executive (1) the Executive's salary prorated through the date of termination, and (2) that portion of the Executive's Incentive Compensation, if any, through the date of termination calculated by comparing the financial data (net income of Thomas Kinkade Galleries or wholesale sales to National Program Galleries, as appropriate) for that portion of the fiscal year elapsed as of the date of termination to the same period of time in the immediately preceding fiscal year. (b) Termination by Employer Without Cause. If Employer terminates this Agreement without cause during the first year of the Initial Term, then Employer will pay Executive One Million Dollars ($1,000,000). If Employer terminates this Agreement without cause at any time after the first year of the Initial Term, then Employer will pay Executive an amount equal to three times the annual compensation (calculated based upon an annual salary of $132,000 plus Incentive Compensation pursuant to section 5.1 of this Agreement) earned by Executive in the prior twelve (12) months preceding the date of termination. Employer shall pay Executive all amounts due under this paragraph (b) upon Executive's termination. (c) In addition to any other amounts payable to Executive as provided in this Section 8.5, if this Agreement is terminated by either Employer or Executive during the Initial Term, then Employer shall pay Executive, upon termination, an amount equal to the number of months remaining in the Initial Term as of the date of termination multiplied by Eight Thousand Dollars ($8,000). ARTICLE 9. GENERAL PROVISIONS SECTION 9.1. NOTICES. Any notices to be given by either party to the other shall be in writing and may be transmitted either by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change that address by written notice in accordance with this section. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of two days after the date of mailing. SECTION 9.2. ATTORNEYS' FEES AND COSTS. If any legal action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which that party may be entitled. 8 SECTION 9.3. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Executive by Employer, and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. SECTION 9.4. MODIFICATIONS. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged. SECTION 9.5. EFFECT OF WAIVER. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. SECTION 9.6. PARTIAL INVALIDITY. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. SECTION 9.7. LAW GOVERNING AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of California. SECTION 9.8. EFFECTIVE DATE OF AGREEMENT. This Agreement shall be deemed effective as of March 31, 1996. Media Arts Group, Inc.: Executive: /s/ Kenneth Raasch /s/ Richard F. Barnett - -------------------------------- ------------------------------ Kenneth Raasch Richard F. Barnett CEO, Media Arts Group, Inc. EX-10.09 3 EMPLOYMENT AGREEMENT WITH CRAIG FLEMING 1 EXHIBIT 10.09 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of OCTOBER 31, 1996 (the "EFFECTIVE DATE") by and between MEDIA ARTS GROUP, INC. (the "COMPANY"), and CRAIG FLEMING ("EMPLOYEE"). RECITALS A. The Company desires to engage Employee to perform certain services for the Company on the terms and conditions set forth herein. B. The Employee desires to perform certain services for the Company on the terms and conditions set forth herein. NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Term of Employment: 1.1 Term: On the term and subject to the conditions set forth in this Agreement, the Company hereby employs Employee, for a period which shall begin on the Effective Date and shall end on OCTOBER 31, 1997 or such earlier date of termination as provided in this Agreement, and Employee hereby accepts such employment. As used herein, the phrase "Employment Term" refers to the entire period of employment by the Company hereunder. 1.2 Extension of Term: The term set forth in Section 1.1 may be extended by written amendment to this Agreement signed by both parties. 2. Title and Responsibilities: 2.1 Title: Subject to the provisions of this Agreement, Employee shall serve the Company during the Employment Term as a Vice President of the Company or such other position as the Company may from time to time determine. 2.2 Responsibilities: During the Employment Term, Employee shall: (i) devote such of his business time, energy and skill to the affairs of the Company as shall be necessary to perform the duties of such position and at all times during the Employment Term shall have the powers and authority which are necessary to enable him to discharge his duties in the office which he holds and which are commonly incident to such office. Employee shall promptly and faithfully observe, comply with and conform to the policies, instructions, directions, and requests of applicable senior management and the policies, rules and regulations of the Company; and (ii) serve the Company on a full-time, exclusive basis during the Employment Term. The Company may from time to time change Employee's responsibilities. 3. Salary, Benefits and Bonus Compensation: 2 During the Employment Term, as full compensation for all services to be performed by Employee pursuant to this Agreement, the Company agrees to pay Employee compensation and provide Employee with benefits as set forth in this Section 3. 3.1 Base Compensation: The Company shall pay Employee base compensation of $150,000 per annum (the "BASE COMPENSATION") during the Employment Term. The Base Compensation will be paid in equal installments in conformity with the Company's normal payroll period. 3.2 Bonus Based on Sales: In any fiscal year during the term of this agreement in which the "Net Sales", as hereinafter defined, of the Company, excluding sales of John Hine Limited, company owned Thomas Kinkade Galleries, Channel Management, QVC and the first 90 days of Signature Galleries equal a minimum of 5% growth, the Employee shall receive a bonus of 1%. In any fiscal year during the term of this agreement in which the Net Sales equal less than a minimum growth of 5%, the Employee shall receive a bonus less the "Applicable Percentage", as hereinafter defined. This bonus shall be effective January 1, 1997 and shall be paid quarterly, but only if the Employee's services hereunder have not terminated. As used herein the term "Net Sales" shall mean actual gross sales for any fiscal year during the term of this agreement less claims and returns to a maximum base of $50 million. As used herein the term "Applicable Percentage" shall mean the difference between the actual growth percentage and 5%. 3.3 Cash Bonus: The Company shall pay Employee a cash bonus of $10,000 upon execution of this employment agreement and an additional $10,000 at which time Employee relocates to Bay Area. 3.4 Artwork Bonus: Employee shall receive from the Company an artwork bonus of $10,000 at wholesale cost in which to purchase any of the Company's products. 3.5 Additional Benefits: In addition to his Base Compensation and Bonuses Employee shall receive: (i) Medical, dental and vision insurance coverage for Employee and his dependents under the Company's group medical insurance plan, at a cost as set forth in the plan; and (ii) Life insurance coverage under the Company's life insurance coverage plan, at a cost as set forth in plan; and (iii) Vacation, sick time and personal time off under the Company's Flexible Time Off (FTO) plan at an accrual of 13.33 hours per full month of service; and (iv) Eligible to participate in the Employee Stock Option Plan and subject to the Media Arts Group Compensation Committees' approval will be granted options to purchase 25,000 shares at fair market value at time of grant; and (v) $2,000 per month for a period of eight (8) months or until Employee relocates to Bay Area whichever occurs first; and (vi) $500 per month auto allowance per full month of service; and (vii) such additional benefits as the Company may from time to time in its sole discretion determine. 4. Termination of Employment: 4.1 Death, Disability, Termination for Justifiable Cause: Employee's employment pursuant to this Agreement may be terminated at any time upon thirty (30) days written notice of the Company upon the occurrence of any of the following events; 3 (i) Death of employee; (ii) Disability of Employee (as defined below). For purposes of this Agreement, the term "Disability" shall mean physical or mental incapacity, to perform his duties in a normal manner for a total of three (3) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement; or (iii) Justifiable Cause (as define below) for such termination. For purposes of this Agreement, the term "Justifiable Cause" shall mean any of the following: (a) If Employee shall fail to perform any of his material obligations under this Agreement, which failure continues after the Company gives Employee written notice of such failure and an opportunity for thirty (30) days to remedy such failure; (b) If Employee shall have been dishonest, or shall have engaged in willful misconduct in any material matter affecting the Company or; (c) If Employee shall be convicted of, or shall plead guilty or nolo contendere to, a felony where such crime materially interferes with Employee's ability to fulfill his duties under this Agreement or is otherwise materially injurious to the Company. 4.2 Corporate Reorganization: Employee's employment pursuant to this Agreement may be terminated at any time upon (90) days written notice of the Company in the event that the Company is taken over by or merges with another corporate entity, or in any manner experiences a change in management control. 4.3 Effect of Termination: Upon any termination of this Agreement by the Company pursuant to Section 4.1 or 4.2, the Company shall pay Employee at the end of applicable notice period the accrued and unpaid amount of the Base Compensation and Additional Benefits payable pursuant to Section 3.1 and 3.3, prorated through the date of such termination, and the Company shall have no further liability to Employee or his estate pursuant to this Agreement, including without limitation, severance compensation. 5. Right to Company Materials: Employee agrees that all styles, designs, lists, materials, books, files, reports, correspondence, and other documents ("COMPANY MATERIALS") used, prepared, or made available to the Employee, shall be and shall remain the property of the Company. Upon termination of employment of the expiration of this Agreement, all Company Materials shall be returned immediately to the Company; provided, however, that Employee shall be entitled to make and retain any copies thereof with respect to matters involving Employee. 6. Antisolicitation: Employee promises and agrees that while this Agreement continues in effect, he will not influence or attempt to influence customers or suppliers of the Company or of any of its present or future affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation, or other entity then in competition with the business of the Company, or any affiliates of the Company. 7. Soliciting Employees: Employee promises and agrees that which this Agreement continues in effect, he will not directly or indirectly solicit any of the employees of the Company or its affiliates to work for or invest in, as the case may be, any business, individual, partnership, firm, corporation, Company or any of its affiliates. 8. Restriction on Use or Disclosure of Trade Secrets: It is expressly understood that Employee may be dealing with trade secrets of the Company and its affiliates, including but not limited to information, system(s), inventions and processes, all of a confidential nature, that concern the operations of the Company or its affiliates and that are the Company's property and are used in the course of the Company's business or that of its affiliates. Employee promises and agrees that he will not disclose to anyone, directly or indirectly, either while this Agreement is in effect or at any time in the course of his employment with the Company or its affiliated. Employee 4 acknowledges that the Company may use all remedies. including injunctive relief, in order to enforce the provisions of this paragraph 8. 9. Choice of Law and Jurisdiction: The validity, interpretation and effect of this Agreement shall be governed by the laws of the State of California applicable to agreements to be performed wholly within California by California residents. 10. Reorganization: This Agreement shall not be terminated by reason of any merger or consolidation or reorganization of the Company. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of assets or otherwise, the provisions of this Agreement shall binding upon and shall insure to the benefit of the surviving or resulting corporation or person. Subject to the succeeding sentence, this Agreement shall insure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 11. Counterparts: This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. 12. Notices: Any notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the person or sent commercial courier service or postage prepaid, and addressed as follows: The Company: MEDIA ARTS GROUP, INC. Attention: Sue Edstrom 521 CHARCOT AVE. SAN JOSE, CA 95131 To Employee: CRAIG FLEMING Any party may from time to time change its address for the purposes of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until actually received by the party sought to be charged with its contents. All notices and other communications required or permitted under this Agreement which are addressed as provided in this Section 12 if delivered personally, shall be effective upon delivery and if delivered by mail or by commercial courier service, shall be effective five (5) days after deposit in the United States mail, postage prepaid, registered or certified, return receipt requested or upon receipt by such party from the commercial courier service, as the case may be. 13. Representations of Employee: Employee represents and warrants that he is now (and will continue to be during the entire term of this Agreement) legally free to enter into this Agreement and to perform the duties required hereunder and that neither the execution and delivery of this Agreement nor the performance of his obligations hereunder will result in any breach or violation of any other agreement or instrument to which he is a party. 14. Entire Agreement Amendments: This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters dealt with herein (including the compensation and employment benefits to which Employee is entitled for periods from and after the Effective Date), and supersedes all negotiations, representations or agreements and supersedes all negotiations, representations or agreement and all other oral, written and other communication between them concerning the subject matter hereof, and all prior arrangements with the Company concerning employment compensation and benefits for periods from and after the Effective Date. This Agreement may be amended in whole or in part only by an agreement in writing signed by all parties hereto. 5 15. Waiver: The waiver by one party of a breach of any of the terms or conditions of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any other subsequent breach thereof. 16. Fees: Should an action be instructed by either of the parties hereto in any court law or equity pertaining to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to recover, in addition to any judgment or decree rendered therein, all court costs and reasonable attorneys' and experts' fees and expenses. 17. Further Assurances: From and after the date of this Agreement, the parties hereto shall cooperate in good faith to accomplish the objectives of this Agreement and to that end agree to execute and/or deliver from time to time such further instruments and documents as may be necessary and convenient to the fulfillment of these purposes. 18. Captions: The Section captions inserted in this Agreement are for convenience of reference and are not intended to influence the interpretation of this Agreement. 19. Severability: Should any part or portion of this Agreement or any provision thereof be held invalid, illegal or void, the remained of such part or portion of this Agreement of provision thereof shall continue in full force and effect as it the void, illegal or invalid part, portion, or provision had been deleted therefrom or never included herein. In the event that declared invalid, the parties hereto agree to use their best efforts to reform this Agreement in a manner consistent with their original intentions. 20. Gender: The use of the masculine pronoun hereunder shall not be restrictive as to gender and shall be interpreted in as cases as the context may require. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. MEDIA ARTS GROUP, INC. By: /s/ Kenneth E. Raasch ----------------------------------- Name: Kenneth E. Raasch ----------------------------------- Title: CEO ----------------------------------- EMPLOYEE: /s/ Craig Fleming ----------------------------------- CRAIG FLEMING 6 TERM SHEET FOR THE EMPLOYMENT AGREEMENT OF CRAIG FLEMING BASE COMPENSATION: $150,000 BONUS: 1% of NET SALES growth adjusted annually to a maximum base of $50M. Base forecast for fiscal year 1997 is $28M with minimum growth of $7M; Base for year two is actual year 1 net sales with additional minimum growth of $10M; Base for year three is actual year 2 net sales with additional minimum growth of $10M; Base for year four is actual year 3 net sales with maximum base of $50M with additional minimum growth of $10M; Base for year five is actual year 4 net sales with maximum base of $50M with additional minimum growth of $10M; BONUS EXCLUDES SALES OF John Hine Limited, Signature Gallery sales for the first 90 days, Company Thomas Kinkade Stores sales, and Channel Management Sales (including QVC) CASH BONUS: $20,000 - $10,000 paid upon execution of this employment agreement $10,000 paid upon family relocation to Bay Area ARTWORK BONUS: $10,000 of artwork at wholesale cost STOCK OPTION BONUS: $25,000 options with a three year vesting period RELOCATION BONUS: $2,500 per month for a period of eight months or until family relocates to Bay Area whichever occurs first. AUTO ALLOWANCE: $500 per month auto allowance EMPLOYEE BENEFITS: Standard package of employee benefits EX-11.01 4 COMPUTATION OF NET INCOME PER SHARE 1 EXHIBIT 11.01 MEDIA ARTS GROUP, INC. COMPUTATION OF NET INCOME PER SHARE (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)(1)
Year Ended March 31, --------------------------------------- 1997 1996 1995 ----------- ----------- ----------- Income (loss) from continuing operations ... $ 2,644 $ 2,455 $ 4,014 Discontinued operations .................... (13,630) (3,128) (53) Extraordinary loss ......................... -- -- (172) ----------- ----------- ----------- Net income ................................. $ (10,986) $ (673) $ 3,789 =========== =========== =========== Weighted average common shares outstanding . 9,991 9,756 9,133 Common shares issuable on exercise of options and warrants (2) .................. 85 119 302 Common shares required to be issued to pay stockholder distributions (3) ............ -- -- 46 ----------- ----------- ----------- Weighted average common and common equivalent shares outstanding ............ 10,076 9,875 9,481 =========== =========== =========== Income from continuing operations before extraordinary loss per common share $ 0.26 $ 0.25 $ 0.42 Discontinued operations .................... (1.35) (0.32) -- Extraordinary loss ......................... -- -- (0.02) ----------- ----------- ----------- Net income (loss) per share ................ $ (1.09) $ (0.07) $ 0.40 =========== =========== ===========
(1) This Exhibit should be read with Note 1 of Notes to Consolidated Financial Statements. (2) The computation of common and dilutive common equivalent shares utilizes the treasury stock method. The initial public offering price of $7.25 per share was used prior to August 10, 1994, the effective date of the initial public offering. (3) Represents number of shares required to be issued to pay the stockholder distributions of $1,000,000 using the proceeds of the Company's initial public offering price of $7.25 per share as if those shares were outstanding from January 1, 1993 through August 31, 1994. EX-21.01 5 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21.01 MEDIA ARTS GROUP, INC. LIST OF SUBSIDIARIES
Jurisdiction of Ownership Name of subsidiary Incorporation percentage ------------------ ------------- ---------- Thomas Kinkade Stores, Inc. USA (California) 100% MAGI Entertainment Products, Inc. USA (California) 100% MAGI Sales, Inc. USA (California) 100% California Coast Galleries, Inc. USA (California) 100%
California Coast Galleries, Inc. was merged into Media Arts Group, Inc. in April 1997. EX-23.01 6 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.01 MEDIA ARTS GROUP, INC. CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (No.333-154 and No.33-87090) of Media Arts Group, Inc. of our report dated June 6, 1997, which appears on page of this Form 10-K. /s/ PRICE WATERHOUSE LLP Price Waterhouse LLP San Jose, California June 6, 1997 EX-27.01 7 FINANCIAL DATA SCHEDULE
5 1,000 12-MOS MAR-31-1997 MAR-31-1997 374 0 10,219 2,825 5,415 19,234 5,871 2,309 23,061 11,362 0 0 0 69 5,821 23,061 47,018 47,018 16,760 23,467 0 1,212 2,348 4,412 1,768 2,644 (13,630) 0 0 (10,986) (1.09) (1.09)
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