United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended September 30, 2006
Commission file number: 0-11104
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
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 whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One):
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of November 6, 2006, there were 16,559,861 shares of Common Stock, no par
value, outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed consolidated financial statements are
included herein:
Condensed consolidated balance sheets as of December 31, 2005
and September 30, 2006 (unaudited) Page 3
Condensed consolidated statements of operations for the three
months and nine months ended September 30, 2005
and 2006 (unaudited) Page 4
Condensed consolidated statements of cash flows for the
nine months ended September 30, 2005 and 2006 (unaudited) Page 5
Notes to condensed consolidated financial statements (unaudited) Page 6
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
Assets December 31, September 30,
2005 2006
---- ----
Current assets:
Cash $ 740,940 $ 742,553
Accounts and notes receivable (net of allowances of $122,262 as of
December 31, 2005 and September 30, 2006) 1,299,942 1,463,097
Inventories 221,713 220,589
Assets held for resale 461,709 509,666
Prepaid expenses 301,661 454,367
Current portion of long-term notes receivable 173,498 184,189
Deferred tax asset - current portion 1,478,175 1,478,175
------------ ------------
Total current assets 4,677,637 5,052,637
------------ ------------
Property and equipment:
Equipment 1,150,718 1,170,342
Leasehold improvements 105,503 105,503
------------ ------------
1,256,221 1,275,845
Less accumulated depreciation and amortization 565,101 630,228
------------ ------------
Net property and equipment 691,119 645,617
------------ ------------
Deferred tax asset (net of current portion) 7,782,360 7,645,966
Other assets 2,371,773 2,440,470
------------ ------------
Total assets $ 15,522,890 $ 15,784,690
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 384,928 $ 302,384
Current portion of long-term notes payable 1,500,000 1,500,000
------------ ------------
Total current liabilities 1,884,928 1,802,384
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 7,125,000 6,000,000
------------ ------------
Total long-term liabilities 7,125,000 6,000,000
------------ ------------
Stockholders' equity:
Common stock (25,000,000 shares authorized, 16,322,136 outstanding as of
December 31, 2005 and 16,545,861 outstanding as of September 30, 2006) 21,021,632 21,285,260
Preferred stock (5,000,000 shares authorized) 1,978,800 1,978,800
Accumulated deficit (16,487,470) (15,281,754)
------------ ------------
Total stockholders' equity 6,512,962 7,982,306
------------ ------------
Total liabilities and stockholders' equity $ 15,522,890 $ 15,784,690
============ ============
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September30,
------------------- ------------------
2005 2006 2005 2006
---- ---- ---- ----
Royalties and fees $ 1,841,408 $ 2,049,948 $ 5,475,220 $ 5,862,207
Administrative fees and other 15,991 14,332 52,340 48,510
Restaurant revenue 247,349 307,260 789,913 1,072,000
------------ ------------ ------------ ------------
Total revenue 2,104,748 2,371,540 6,317,472 6,982,717
Operating expenses:
Salaries and wages 282,852 325,961 833,406 910,814
Trade show expense 119,816 118,064 348,356 341,700
Travel expense 83,333 94,862 226,136 287,199
Sales commissions -- 25,093 -- 25,093
Other operating expenses 183,424 176,546 554,327 551,240
Restaurant expenses 241,021 292,442 767,581 1,029,460
Depreciation and amortization 25,301 20,857 63,197 62,473
General and administrative 372,762 384,437 1,121,280 1,172,883
------------ ------------ ------------ ------------
Operating income 796,239 933,278 2,403,187 2,601,855
Interest and other expense 207,298 194,876 613,930 590,066
Other income 2,800,830 -- 2,800,830 --
------------ ------------ ------------ ------------
Net income before income taxes
from continuing operations 3,389,771 738,402 4,590,088 2,011,789
Income tax 1,152,522 251,057 1,560,630 684,008
------------ ------------ ------------ ------------
Net income from continuing
operations 2,237,249 487,345 3,029,458 1,327,781
Loss on discontinued operations net of
tax benefit of $167,276 for 3 months
ended and $323,211 for the 9 months
ended September 30, 2006 (324,711) -- (627,410) --
------------ ------------ ------------ ------------
Net income 1,912,538 487,345 2,402,048 1,327,781
Cumulative preferred dividends -- 40,688 -- 122,065
------------ ------------ ------------ ------------
Net income available to common
shareholders $ 1,912,538 $ 446,657 $ 2,402,048 $ 1,205,716
============ ============ ============ ============
Earnings per share - basic:
Net income from continuing operations $ .13 $ .03 $ .18 $ .08
Net income $ .11 $ .03 $ .14 $ .08
Net income available to common
stockholders $ .11 $ .03 $ .14 $ .07
Weighted average number of common
shares outstanding 16,809,214 16,396,303 17,026,460 16,347,130
Fully diluted earnings per share:
Net income from continuing operations $ .13 $ .03 $ .17 $ .07
Net income $ .11 $ .03 $ .14 $ .07
Net income available to common
stockholders $ .11 $ .02 $ .14 $ .06
Weighted average number of common
shares outstanding 17,411,377 19,125,397 17,628,623 19,076,224
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
OPERATING ACTIVITIES September 30,
2005 2006
---- ----
Net income $ 3,029,458 $ 1,327,780
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 128,190 117,228
Interest accrued not paid 354,533 --
Deferred income taxes 1,560,630 684,008
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (287,639) (177,590)
Inventories 16,798 1,124
Assets held for resale (272,184) (46,297)
Prepaid expenses (4,447) (152,706)
Other assets 21,740 (174,816)
Decrease in:
Accounts payable (287,401) (266,937)
------------ ------------
NET CASH PROVIDED BY OPERATING 4,259,678 1,311,794
------------ ------------
ACTIVITIES
INVESTING ACTIVITIES
Purchase of property and equipment (106,485) (19,624)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (106,485) (19,624)
------------ ------------
FINANCING ACTIVITIES
Payments received on long-term notes receivable 193,945 128,818
Payment of obligations from discontinued operations (1,159,850) (431,519)
Principal payments on outstanding debt -- (1,125,000)
Payment of cumulative preferred dividends -- (122,065)
Proceeds from the exercise of stock options and warrants -- 259,209
Net proceeds from long-term debt 8,599,852 --
Purchase of all of SummitBridge's interest in the Company
except 2.4 million shares of common stock (11,143,909) --
Issuance cost of the new preferred stock (61,200) --
------------ ------------
NET CASH USED IN FINANCIAL ACTIVITIES (3,571,161) (1,290,557)
------------ ------------
Increase in cash 582,032 1,613
Cash at beginning of period 456,779 740,940
------------ ------------
Cash at end of period $ 1,038,811 $ 742,553
============ ============
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 240,740 $ 551,640
See accompanying notes to condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
----------------------------------------------------------------
Note 1 - The interim condensed consolidated financial statements, included
herein, are unaudited, but reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented and the financial condition as of the dates indicated,
which adjustments are of a normal recurring nature. The results for the
nine-month period ended September 30, 2006 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2006.
Note 2 - Approximately $266 thousand and $954 thousand are included in the
three-month period and nine-month period ended September 30, 2006, respectively,
and approximately $241 thousand and $605 thousand for the three-month period and
nine-month period ended September 30, 2005, respectively, for initial franchise
fees. In past years the Company's growth strategy was to expand primarily
through franchising in non-traditional locations. Beginning in the current year,
the Company is continuing its focus on franchising in non-traditional locations
but also has targeted growth by franchising in traditional, dual-branded
locations. Because of the growth opportunity in franchising both in
non-traditional locations and in traditional dual-branded locations, the Company
believes that franchise fee revenue will be greater in the future. Most of the
cost for the services required to be performed by the Company are incurred prior
to the franchise fee income being recorded. For the most part, the Company's
ongoing royalty income is paid electronically by the Company initiating a draft
on the franchisee's account by electronic withdrawal. As such, the Company has
no material amount of past due royalties.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-month and nine-month periods ended September 30,
2005 and 2006
Introduction
------------
The Company sells and services franchises for non-traditional, co-branded and
traditional foodservice operations under the trade names "Noble Roman's Pizza"
and "Tuscano's Italian Style Subs." Both concepts' hallmarks include high
quality products, simple operating systems, labor minimizing operations,
attractive food costs and overall affordability.
Noble Roman's Pizza
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been designed with a view to
produce superior results. Here are a few of the differences that we believe make
our product unique:
o Crust made with only specially milled flour with above average protein
and yeast.
o Fresh packed, uncondensed sauce made with secret spices, parmesan
cheese and vine-ripened tomatoes.
o 100% real cheese blended from mozzarella and Muenster, with no soy
additives or extenders.
o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
6
o Vegetable and mushroom toppings that are sliced and delivered fresh,
never canned.
o An extended product line that includes breadsticks with dip, pasta,
baked sandwiches, salads, wings and a line of breakfast products.
o A recently introduced fully-prepared pizza crust that captures the
made-from-scratch pizzeria flavor which gets delivered to the
franchise location shelf-stable so that dough handling is no longer an
impediment to a consistent product.
The Company carefully developed all of its menu items to be delivered in a
ready-to-use form requiring only on-site assembly and baking. These menu items
are manufactured by third party vendors and distributed by unrelated
distributors who deliver throughout all 48 contiguous states. This process
results in products that are great tasting, quality consistent, easy to
assemble, relatively low in food cost and require very low amounts of labor.
Tuscano's Italian Style Subs
----------------------------
During 2004, the Company improved its cold sub sandwich menu items and expanded
the offerings into a separate concept called Tuscano's Italian Style Subs.
Tuscano's was designed to be comfortably familiar from a customer's perspective
but with many distinctive features that include an Italian themed menu. The
franchise fee and ongoing royalty for a Tuscano's is identical to that charged
for a Noble Roman's Pizza franchise. For the most part, the Company expects to
award Tuscano's franchises for the same facilities as Noble Roman's Pizza
franchises, although Tuscano's franchises are also available for locations that
do not have a Noble Roman's Pizza franchise.
With its Italian theme, Tuscano's offers a distinctive yet recognizable format.
Like most other brand name sub concepts, customers select menu items at the
start of the counter line then choose toppings and sauces according to their
preference until they reach the check out point. Yet Tuscano's has many unique
competitive features, including its Tuscan theme, the extra rich yeast content
of its fresh baked bread, the thematic menu selections and serving options, high
quality meats, and generous yet cost-effective quality sauces and spreads.
Tuscano's was designed to be premium quality, simple to operate and
cost-effective.
Franchise Development
---------------------
Noble Roman's has sold franchises in 45 states from coast-to-coast within the
United States plus Guam. In addition, it has sold franchises for military bases
in Puerto Rico, Guam and Italy, and for entertainment facilities and convenience
stores in Canada.
The Company plans to continue its focus on awarding franchise agreements for
both Noble Roman's Pizza and Tuscano's Italian Style Subs in non-traditional
venues such as hospitals, military bases, universities, convenience stores,
attractions, entertainment facilities, casinos, airports, travel plazas, office
complexes and hotels which it has been doing the past several years. In
addition, the Company recently began offering the dual-branded concept of Noble
Roman's/Tuscano's for stand-alone traditional locations. From January 1, 2006
through October 31, 2006, the Company awarded 85 franchise agreements for
non-traditional locations and 26 dual-branded agreements for traditional
locations. This compares to 72 franchise agreements for non-traditional
locations and three dual-branded agreements for traditional locations during the
corresponding period in 2005.
The Company recently initiated a strategy to sell development territories to
Area Developers for additional growth of its traditional dual-branded concept.
Area Developers have the exclusive right to develop the dual-branded traditional
concept in their area. The Area Developers pay a development fee of $.05 per
capita in their development area and receive 30% of the initial franchise fee
and 2/7ths
7
of the royalty from the locations developed pursuant to those agreements. The
Company retains all training and supervision responsibilities and must approve
all franchisees and all locations. In order to maintain the rights to develop
the territory, each Area Developer has to meet the minimum development schedule
stipulated in the applicable Area Development Agreement. The Company has sold
three such territories to Area Developers and is in discussions with several
other potential Area Developers. The three territories that have been sold are a
20-unit Development Agreement for a three county area in Ohio near Cincinnati, a
49-unit Development Agreement for 14 counties in North Carolina and one county
in Virginia, and a 25-unit Development Agreement for Sacramento County in
California.
Financial Summary
-----------------
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from those
estimates. The Company evaluates the carrying values of its assets, including
property, equipment and related costs, accounts receivable and deferred tax
asset, periodically to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month and six-month periods ended September 30, 2005 and 2006,
respectively.
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2005 2006 2005 2006
---- ---- ---- ----
Royalties and fees 87.5% 86.4% 86.7% 84.0%
Administrative fees and other .8 .6 .8 .7
Restaurant revenue 11.8 13.0 12.5 15.3
----- ----- ----- -----
Total revenue 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Salaries and wages 13.4% 13.7% 13.2% 13.0%
Trade show expense 5.7 5.0 5.5 4.9
Travel expense 4.0 4.0 3.6 4.1
Sales commissions -- 1.1 -- .4
Other operating expense 8.7 7.4 8.8 7.9
Restaurant expenses 11.5 12.3 12.2 14.7
Depreciation 1.2 1.0 1.0 .9
General and administrative 17.7 16.2 17.7 16.8
----- ----- ----- -----
Operating income 37.8% 39.3% 38.0% 37.3%
Interest and other expense 9.8 8.2 9.7 8.5
Other income 133.1 -- 44.3 --
----- ----- ----- -----
Income before income taxes from
continuing operations 161.1 31.1 72.7 28.8
Income taxes 54.8 10.6 24.7 9.8
----- ----- ----- -----
Net income 106.3% 20.5% 48.0% 19.0%
===== ===== ===== =====
8
Results of Operations
---------------------
Total revenue increased from $2,104,748 to $2,371,540 and from $6,317,472 to
$6,982,717 for the three-month and nine-month periods ended September 30, 2006
compared to the corresponding periods in 2005. These increases were primarily
the result of an increase in royalties and fees from the addition of new
franchises. Royalties and fees increased from approximately $1,841,408 to
$2,049,948 and from $5,475,220 to $5,862,207 for the three-month and nine-month
periods ended September 30, 2006 compared to the corresponding periods in 2005.
Included in royalties and fees were approximately $266,000 and $954,000 for
initial franchise fees for the three-month and nine-month periods ended
September 30, 2006, respectively, and approximately $241,000 and $605,000 for
initial franchise fees for the three-month and nine-month periods ended
September 30, 2005, respectively. In past years the Company's growth strategy
was to expand primarily through franchising in non-traditional locations.
Beginning in the current year, the Company is continuing to focus on franchising
in non-traditional locations but also has targeted additional growth by
franchising in traditional dual-branded locations. The Company recently
initiated a strategy to sell development territories to Area Developers for
additional growth of its traditional dual-branded concept. The Company has sold
three such territories to Area Developers and is in discussions with several
other potential Area Developers. The three territories that have been sold are a
20-unit Development Agreement for a three county area in Ohio near Cincinnati, a
49-unit Development Agreement for 14 counties in North Carolina and one county
in Virginia, and a 25-unit Development Agreement for Sacramento County in
California. Because of the identified growth opportunities in franchising both
in non-traditional locations and in traditional dual-branded locations, the
Company believes that franchise fee revenue will be greater in the future.
Restaurant revenues increased from approximately $247,349 and $789,913 to
$307,260 and $1,072,000, respectively, for the three-month and nine-month
periods ended September 30, 2006 compared to the corresponding period in 2005.
The Company only intends to operate two restaurants to be used for testing and
demonstration purposes but from time to time temporarily operates others until a
suitable franchisee is located. During the second quarter 2006, the Company
franchised one of the five restaurants it was operating on a temporary basis.
Salaries and wages increased from 13.4% of total revenue to 13.7% of total
revenue for the three-month period ended September 30, 2006 compared to the
corresponding period in 2005. Salaries and wages decreased from 13.2% to 13.0%
of total revenue for the nine-month period ended September 30, 2006 compared to
the corresponding period in 2005. The increase during the third quarter was
primarily the result of adding three additional industry-experienced executives
to launch the initiative to franchise traditional locations. The decrease in the
nine-month period was primarily the result of the growth in revenue for 2006
compared to 2005, offsetting the cost of the additional staff.
Trade show expenses decreased from 5.7% of total revenue to 5.0% of total
revenue for the three-month period ended September 30, 2006 compared to the
corresponding period in 2005. Trade show expenses decreased from 5.5% of total
revenue to 4.9% of total revenue for the nine-month period ended September 30,
2006 compared to the corresponding period in 2005. These decreases were
primarily the result of actual trade show expenses remaining approximately the
same while the revenue increased. The Company anticipates the actual dollar
trade show expense to remain approximately the same for the balance of 2006
compared to the corresponding period in 2005, which is expected to result in a
lower trade show expense as a percent of total revenue.
Travel expenses remained constant at 4.0% of total revenue for the three-month
period ended September 30, 2006 compared to the same period in 2005 and
increased from to 3.6% and 4.1% of
9
total revenue for the nine-month period ended September 30, 2006 compared to the
corresponding period in 2005. The increase was primarily the result of opening
more locations farther away from the home office, which was offset by increased
revenue in the third quarter and only partially offset in the nine-month period
ended September 30, 2006.
Sales commissions were 1.1% and .4%, respectively, of total revenue for the
three-month and nine-month periods ended September 30, 2006. There were no sales
commissions in the corresponding periods in 2005. This expense is anticipated to
continue in future periods as the Company pays a sales commission to the
executive hired for selling franchises for traditional locations and pays a
commission to Area Developers as they sell franchises in their development
territories.
Other operating expenses decreased from 8.7% and 8.8% to 7.4% and 7.9%,
respectively, of total revenue for the three-month and nine-month periods ended
September 30, 2006 compared to the corresponding periods in 2005. These
decreases were primarily the result of maintaining operating expenses at
approximately the same dollar amount while the revenue increased. The Company
anticipates that other operating expenses, as a percentage of revenue, will
continue to decline as a result of anticipated additional growth in 2006 while
maintaining operating expenses at approximately the same dollar amount.
Restaurant expenses increased from 11.5% and 12.2% to 12.3% and 14.7%,
respectively, of total revenue for the three-month and nine-month periods ended
September 30, 2006 compared to the corresponding periods in 2005. These
increases were the result of operating higher volume restaurants. The Company
only intends to operate two restaurants to be used for testing and demonstration
purposes but from time to time temporarily operates others until a suitable
franchisee is located. During the second quarter 2006, the Company franchised
one of the five restaurants it was operating on a temporary basis.
General and administrative expenses decreased from 17.7% and 17.7% to 16.2% and
16.8%, respectively, of total revenue for the three-month and nine-month periods
ended September 30, 2006 compared to the corresponding periods in 2005. These
decreases were primarily the result of only a small growth in administrative
expense which was more than offset by the growth in revenue. The Company
anticipates that general and administrative expenses, as a percentage of
revenue, will continue to decline as a result of anticipated additional growth
in revenue while only incurring a small growth in general and administrative
expenses.
Operating income increased from 37.8% to 39.3% of total revenue for the
three-month period ended September 30, 2006 compared to the corresponding period
in 2005. Operating income decreased from 38% to 37.3% of total revenue for the
nine-month period ended September 30, 2006 compared to the corresponding period
in 2005. The primary reason for the increase in the three-month period was the
growth in royalties and fees which more than offset the small growth in
operating expenses. The primary reason for the slight decrease in operating
income as a percent of total revenue for the nine-month period was primarily the
growth in restaurant expenses resulting from operating higher volume
restaurants.
Interest expense decreased from 9.8% and 9.7% to 8.2% and 8.5%, respectively, of
total revenue for the three-month and nine-month periods ended September 30,
2006 compared to the corresponding period in 2005. These decreases were the
result of a slight decrease in the dollar amount of interest due to the
reduction in the amount of debt outstanding and an increase in revenue, which
was partially offset by an increase in interest rate. Since the Company does not
anticipate the need to borrow any additional
10
funds and plans to continue to reduce its debt, interest rate expense should
decrease further in the future.
Other income was $2,800,830 for both the three-month and nine-month periods
ended September 30, 2005 and none for the corresponding periods in 2006. This
income was the result of the gain associated with the August 25, 2005 settlement
with SummitBridge National Investments, LLC. On August 25, 2005, the Company
consummated a Settlement Agreement with SummitBridge National Investments, LLC
and related entities. As of a result of the Settlement Agreement, Noble Roman's
acquired all of SummitBridge's debt and equity interests in Noble Roman's,
except for 2,400,000 shares of common stock, for a purchase price of $8,300,000.
Net income decreased from $2,237,249 and $3,029,458 to $487,345 and $1,327,780,
respectively, for the three-month and nine-month periods ended September 30,
2006 compared to the corresponding periods in 2005. Included in both the
three-month and nine-month periods ended September 30, 2005 was the
above-described other income of $2,800,830 which was offset by tax expense of
$952,282. Without the above-described gain, net income for the three-month and
nine-month periods ended September 30, 2005, would have been $388,701 and
$1,180,910, respectively. The increase of 25.4% and 12.4% for the three-month
and nine-month periods ended September 30, 2006, compared to the same periods in
2005, in net income without the effect of the one-time gain was primarily the
result of the growth in royalty and fee income, partially offset by the increase
in operating expenses.
Liquidity and Capital Resources
The Company's strategy is to grow its business by continuing to focus on
franchising non-traditional locations and by franchising in traditional
locations partially through the use of Area Developers. This strategy does not
require significant capital.
As a result of the Company's strategy, cash flow generated from operations, the
Company's current rate of entering into new franchises and the anticipated
growth, the Company believes it will have sufficient cash flow to meet its
obligations and to carry out its current business plan.
The Company does not anticipate that any of the recently issued Statement of
Financial Accounting Standards will have a material impact on its Statement of
Operations or its Balance Sheet.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's current borrowings are at a monthly variable rate tied to LIBOR.
However, the Company elected to purchase a swap contract fixing the rate on 50%
of the principal balance for the first two years and then $3 million of the
principal amount for the following two years at an annual interest rate of 8.83%
per annum.
The Company has concluded that there is no material market risk exposure and,
therefore, no quantitative tabular disclosures are required.
ITEM 4. Controls and Procedures
Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's
11
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) are effective. There have
been no changes in internal controls over financial reporting during the period
covered by this report that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company, from time to time, is involved in various litigation relating to
claims arising out of its normal business operations.
The Company is not involved in any litigation currently, nor is any litigation
currently threatened, which would have a material effect upon the Company.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 13.
SIGNATURES
Pursuant to the requirements 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.
NOBLE ROMAN'S, INC.
Date: By: /s/ Paul W. Mobley
-----------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
12
Index to Exhibits
Exhibit
-------
3.1 Amended Articles of Incorporation of the Registrant, filed
as an exhibit to the Registrant's Amendment No. 1 to the
Post Effective Amendment No. 2 to Registration Statement on
Form S-1 filed July 1, 1985 (SEC File No.2-84150), is
incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently
in effect, filed as an exhibit to the Registrant's
Registration Statement on Form S-18 filed October 22, 1982
and ordered effective on December 14, 1982 (SEC File No.
2-79963C), is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the
Registrant effective February 18, 1992 filed as an exhibit to
the Registrant's Registration Statement on Form SB-2 (SEC
File No. 33-66850), ordered effective on October 26, 1993, is
incorporated herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the
Registrant effective May 11, 2000, filed as Annex A and Annex
B to the Registrant's Proxy Statement on Schedule 14A filed
March 28, 2000, is incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the
Registrant effective April 16, 2001 filed as Exhibit 3.4 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005, is incorporated herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the
Registrant effective August 23, 2005, filed as Exhibit 3.1 to
the Registrant's current report on Form 8-K filed August 29,
2005, is incorporated herein by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the
Registrant's Registration Statement on Form S-18 filed
October 22, 1982 and ordered effective on December 14, 1982
(SEC File No. 2-79963C), is incorporated herein by reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the
Registrant's current report on Form 8-K filed August 29,
2005, is incorporated herein by reference.
10.1 Employment Agreement with Paul W. Mobley dated November 15,
1994 filed as Exhibit 10.1 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2005, is
incorporated herein by reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15,
1994 filed as Exhibit 10.2 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2005, is
incorporated herein by reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8
filed November 29, 1994 (SEC File No. 33-86804), is
incorporated herein by reference.
13
10.4 Noble Roman's, Inc. Form of Stock Option Agreement filed
with the Registrant's Form S-8 filed November 29, 1994 (SEC
File No. 33-86804), is incorporated herein by reference.
10.5 Settlement Agreement with SummitBridge dated August 1, 2005,
filed as Exhibit 99.2 to the Registrant's current report on
Form 8-K filed August 5, 2005, is incorporated herein by
reference.
10.6 Loan Agreement with Wells Fargo Bank, N.A. dated August 25,
2005 filed as Exhibit 10.1 to the Registrant's current report
on Form 8-K filed August 29, 2005, is incorporated herein by
reference.
10.7 Registration Rights Agreement dated August 1, 2005 between
the Company and SummitBridge National Investments filed as
Exhibit 10.7 to the Registrant's Registration Statement on
Form S-1 (SEC file No. 333-133382) filed April 19, 2006, is
incorporated herein by reference.
21 Subsidiaries of the Registrant filed in the Registrant's
Registration Statement on Form SB-2 (SEC File No. 33-66850)
ordered effective on October 26, 1993, is incorporated herein
by reference.
31.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
14