U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934 for the fiscal year ended December 31, 2010.
Transition Report Pursuant to Section 13 or 15 (d) of the Securities
--- Exchange Act of 1934 for the transition period from ____ to____.
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 incorporation or organization) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices)
Registrant's telephone number, including area code: (317) 634-3377
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No X
--- ---
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
--- ---
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 has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section232,405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section229,405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
---
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer Accelerated Filer
--- ---
Non-Accelerated Filer Smaller Reporting Company X
(do not check if a --- ---
smaller reporting
company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No X
--- ---
The aggregate market value of the common stock held by non-affiliates of
the registrant as of June 30, 2010, the last business day of the registrant's
most recently completed second fiscal quarter, based on the closing price of the
registrant's common shares on such date was $7.5 million.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 19,419,317 shares of
common stock as of March 1, 2011.
Documents Incorporated by Reference:
Portions of the definitive proxy statement for the registrant's 2011 Annual
Meeting of Shareholders are incorporated by reference in Part III.
2
NOBLE ROMAN'S, INC.
FORM 10-K
Year Ended December 31, 2010
Table of Contents
Item # in
Form 10-K Page
PART I
1. Business 4
1A. Risk Factors 10
1B. Unresolved Staff Comments 13
2. Properties 13
3. Legal Proceedings 13
PART II
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 14
6. Selected Financial Data 16
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 16
7A. Quantitative and Qualitative Disclosures About Market Risk 23
8. Financial Statements and Supplementary Data 25
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42
9A. Controls and Procedures 42
9B. Other Information 43
PART III
10. Directors, Executive Officers and Corporate Governance 43
11. Executive Compensation 43
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 43
13. Certain Relationships and Related Transactions, and Director Independence 43
14. Principal Accounting Fees and Services 44
PART IV
15. Exhibits, Financial Statements Schedules 44
3
PART 1
ITEM 1. BUSINESS
General Information
-------------------
Noble Roman's, Inc., an Indiana corporation incorporated in 1972 (the
"Company"), sells and services franchises and licenses for non-traditional and
co-branded foodservice operations under the trade names "Noble Roman's Pizza",
"Noble Roman's Bistro", "Noble Roman's Take-N-Bake", "Tuscano's Italian Style
Subs" and "Tuscano's Grab-N-Go Subs". The concepts' hallmarks include high
quality pizza and sub sandwiches, along with other related menu items, simple
operating systems, fast service times, labor-minimizing operations, attractive
food costs and overall affordability. Since 1997, the Company has focused its
efforts and resources primarily on franchising for non-traditional and
co-branded locations and now has awarded franchises or licenses in 49 states
plus Washington, D.C., Puerto Rico, Guam, Italy and Canada. In 2005 the Company
began selling franchises for its concepts in traditional restaurant locations.
In 2006 the Company began selling development territories to area developers in
an attempt to accelerate growth in the dual-branded traditional concept.
However, in the current economic environment, the Company believes its
non-traditional franchises and licenses currently offer more favorable growth
potential. Therefore, the Company is currently focusing all of its sales efforts
on selling franchises or licenses for non-traditional locations. Prior to 1997,
the Company had approximately 25 years' experience operating pizza restaurants
in traditional locations, giving it expertise in the design and support of
foodservice systems for franchisees. Royalties and franchise fees from the
Company's franchise operations were $7,561,440, $6,949,192 and $6,725,769 for
2008, 2009 and 2010, respectively. Royalties and fees from franchise operations
accounted for 83.7%, 92.1% and 92.5% of total revenue for 2008, 2009 and 2010,
respectively. Other financial information about the Company's business,
including revenue, profit and loss and total assets, is detailed in Item 8 -
Financial Statements and Supplementary Data in this report.
Products & Systems
------------------
The Company sells and services franchises for non-traditional and stand-alone
foodservice operations under the trade names "Noble Roman's Pizza", "Tuscano's
Italian Style Subs", "Noble Roman's Bistro", "Noble Roman's Take-N-Bake" and
"Tuscano's Grab-N-Go Subs". The Company believes the attributes of these
concepts 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
producing superior results. We believe the following make our products 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.
4
o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
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 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 nearly all of its menu items to be delivered in
a ready-to-use form requiring only on-site assembly and baking. The ingredients
for these menu items are manufactured by third party vendors and distributed by
unrelated distributors who deliver throughout much of the continental United
States. We believe this process results in products that are great tasting,
quality consistent, easy to assemble and relatively low in food cost and that
require relatively low amounts of labor.
Noble Roman's Take-N-Bake Pizza
-------------------------------
In 2009, the Company developed a take-n-bake version of its pizza as an addition
to its menu offerings. The Company uses the same high-quality pizza ingredients
for its take-n-bake product as with its standard pizza, with slight
modifications to portioning for increased home baking performance. The
take-n-bake pizza is designed as an add-on component for new and existing
convenience store franchises, and as a stand-alone offering for grocery stores.
Since adding this component in late 2009, the Company has signed agreements for
565 grocery store locations to operate the take-n-bake pizza program. The
Company is also in discussions with several other grocery store owners. The
Company expects the number of grocery store locations operating the take-n-take
program to increase substantially over the next year. The take-n-bake program
has also been integrated into the operations of several existing convenience
stores, generating significant add-on sales, and is now being offered to all
convenience store franchisees. The take-n-bake program in grocery stores is
being offered as a supply agreement rather than a franchise agreement.
To supplement the take-n-bake pizza offering, at the beginning of 2011, the
Company introduced five carton-to-shelf retail items that require no assembly at
the grocery store and make a great compliment to the take-n-bake program. These
five items are Noble Roman's Pasta Sauce, Noble Roman's Flavor-Aged Parmesan
Cheese, Noble Roman's Deep-Dish Lasagna with Italian Sausage, Noble Roman's
Spicy Cheese Sauce and Noble Roman's Cheesy Stix. In addition to being a great
compliment to the take-n-bake program, these five products are being offered to
all grocery stores and, unlike the take-n-bake program which requires a supply
agreement to help control quality because the pizzas are assembled in the
grocery store deli departments, these products require no agreement.
Tuscano's Italian Style Subs
----------------------------
Tuscano's Italian Style Subs is a separate restaurant concept that focuses on
sub sandwich menu items. 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 awards 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.
5
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. Tuscano's, however, has many
unique competitive features, including its Tuscan theme, the extra rich yeast
content of its fresh baked bread, 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.
The Company has recently developed a grab-n-go service system for a selected
portion of the Tuscano's menu. The grab-n-go system is designed to add sales
opportunities at existing non-traditional Noble Roman's Pizza and/or Tuscano's
Subs locations. The grab-n-go system has already been integrated into the
operations of several existing locations, generating significant add-on sales.
The system is now being made available to other existing franchisees.
The Company is now offering new, non-traditional franchisees the opportunity to
open with both take-n-bake pizza and grab-n-go subs when they acquire a
dual-branded franchise or license. Additionally, through changes in the menu,
operating systems and equipment structure, the Company is now able to offer dual
Noble Roman's Pizza and Tuscano's Grab-N-Go Subs franchises at less than 50% of
the investment cost compared to the previous offering. The Company recently
began promoting these enhancements for non-traditional locations and has been
demonstrating the concept at a variety of trade shows in recent months.
Business Strategy
-----------------
The Company's business strategy can be summarized as follows:
Sales of Non-Traditional Franchises and Licenses. The Company believes that it
has an opportunity for increasing unit growth and revenue within its
non-traditional venues such as hospitals, military bases, universities,
convenience stores, grocery stores, attractions, entertainment facilities,
casinos, airports, travel plazas, office complexes and hotels. The Company's
franchises in non-traditional locations are foodservice providers within a host
business, and usually require a minimal investment compared to a stand-alone
franchise. Non-traditional franchises or licenses are most often sold into
pre-existing facilities as a service and/or revenue enhancer for the underlying
business. Although the Company's current focus is on non-traditional franchise
or license expansion, the Company will still seek to capitalize on other
franchising opportunities as they present themselves.
As a result of the Company's major focus being on non-traditional franchising
and licensing, its requirements for overhead and operating cost are
significantly less than if it were focusing on traditional franchising. In
addition, the Company does not operate restaurants except for two restaurants it
uses for product testing, demonstration and training purposes. This allows for a
more complete focus on selling and servicing franchises and licensees to pursue
increased unit growth.
Licensing the Company's Take-N-Bake Program. In 2009, the Company developed a
take-n-bake pizza as an addition to its menu offering. The take-n-bake pizza is
designed as an add-on component for new and existing convenience store
franchisees or licensees and as a stand-alone offering for grocery stores.
6
Since the Company started offering take-n-bake pizza to grocery store chains in
September 2009, it has signed agreements with 565 grocery store locations to
operate the take-n-bake pizza program. The Company is also in discussions with
several other grocery store owners. To supplement the take-n-bake pizza
offering, at the beginning of 2011, the Company introduced five carton-to-shelf
retail items that require no assembly at the grocery store and make a great
compliment to the take-n-bake program. These five items are Noble Roman's Pasta
Sauce, Noble Roman's Flavor-Aged Parmesan Cheese, Noble Roman's Deep-Dish
Lasagna with Italian Sausage, Noble Roman's Spicy Cheese Sauce and Noble Roman's
Cheesy Stix. In addition to being a great compliment to the take-n-bake program,
these five products are being offered to all grocery stores and, unlike the
take-n-bake program which requires a supply agreement to help control quality
because the pizzas are assembled in the grocery store deli departments, these
products require no agreement.
Maintain Superior Product Quality. The Company believes that the quality of its
products will contribute to the growth of its non-traditional locations. Every
ingredient and process was designed with a view to producing superior results.
The menu items were developed to be delivered in a ready-to-use form requiring
only on-site assembly and baking except for take-n-bake pizza which is sold to
bake at home, and the new carton-to-shelf retail items which require no
assembly. The Company believes this process results in products that are great
tasting, quality consistent, easy to assemble, and relatively low in food cost
and that require very low amounts of labor, which allows for a significant
competitive advantage due to the speed at which its products can be prepared,
baked and served to customers.
Competition
-----------
The restaurant industry in general is very competitive with respect to
convenience, price, product quality and service. In addition, the Company
competes for franchise and license sales on the basis of product engineering and
quality, investment cost, cost of sales, distribution, simplicity of operation
and labor requirements. Actions by one or more of the Company's competitors
could have an adverse effect on the Company's ability to sell additional
franchises or licenses, maintain and renew existing franchises or licenses or
sell its products. Many of the Company's competitors are very large,
internationally established companies.
Within the competitive environment of the non-traditional franchise and license
segment of the restaurant industry, management has defined what it believes to
be certain competitive advantages for the Company. First, several of the
Company's competitors in the non-traditional segment are also large chains
operating thousands of franchised, traditional restaurants. Because of the
contractual relationships with many of their franchisees, some competitors may
be unable to offer wide-scale site availability for potential non-traditional
franchisees. The Company is not faced with any significant geographic
restrictions in this regard.
Several of the Company's competitors in the non-traditional segment were
established with little or no organizational history in owning and operating
traditional foodservice locations. This lack of operating experience may be a
limitation for them in attracting and maintaining non-traditional franchisees or
licensees who, by the nature of the segment, often have little exposure to
foodservice operations themselves. The Company's background in traditional
restaurant operations has provided it experience in structuring, planning,
marketing, and cost controlling franchise or license unit operations which may
be of material benefit to franchisees or licensees.
7
Seasonality of Sales
--------------------
Direct sales of non-traditional franchises or licenses may be affected by
seasonalities and holiday periods. Sales to certain non-traditional venues may
be slower around major holidays such as Thanksgiving and Christmas, and during
the first quarter of the year. Sales to other non-traditional venues show less
or no seasonality. Additionally, in middle and northern climates where adverse
winter weather conditions may hamper outdoor travel or activities, foodservice
sales by franchisees or licensees may be sensitive to sudden drops in
temperature or precipitation which would in turn affect Company royalties.
Although the Company's operating history is limited in this venue, management
assumes that the summer months are overall slower for take-n-bake sales.
Employees
---------
As of March 1, 2011, the Company employed approximately 20 persons full-time and
15 persons on a part-time, hourly basis. No employees are covered under
collective bargaining agreements, and the Company believes that relations with
its employees are good.
Trademarks and Service Marks
----------------------------
The Company owns and protects several trademarks and service marks. Many of
these, including NOBLE ROMAN'S (R), Noble Roman's Pizza(R), THE BETTER PIZZA
PEOPLE (R) and Tuscano's Italian Style Subs(R), are registered with the U.S.
Patent and Trademark Office as well as with the corresponding agencies of
certain other foreign governments. The Company believes that its trademarks and
service marks have significant value and are important to its sales and
marketing efforts.
Government Regulation
---------------------
The Company and its franchisees and licensees are subject to various federal,
state and local laws affecting the operation of our respective businesses. Each
location is subject to licensing and regulation by a number of governmental
authorities, which include health, safety, sanitation, building and other
agencies and ordinances in the state or municipality in which the facility is
located. The process of obtaining and maintaining required licenses or approvals
can delay or prevent the opening of a location. Vendors, such as our third-party
production and distribution services, are also licensed and subject to
regulation by state and local health and fire codes, and U. S. Department of
Transportation regulations. The Company, its franchisees, licensees and its
vendors are also subject to federal and state environmental regulations. In
certain circumstances, the Company is, or soon may be, subject to various local,
state and/or federal laws requiring disclosure of nutritional and/or ingredient
information concerning the Company's products, its packaging, menu boards and/or
other literature.
The Company is subject to regulation by the Federal Trade Commission ("FTC") and
various state agencies pursuant to federal and state laws regulating the offer
and sale of franchises. Several states also regulate aspects of the
franchisor-franchisee relationship. The FTC requires us to furnish to
prospective franchisees a disclosure document containing certain specified
information. Some states also regulate the sale of franchises and require
registration of a franchise disclosure document with state authorities.
Substantive state laws that regulate the franchisor-franchisee relationship
presently exist in a substantial number of states, and bills have been
introduced in Congress from time to time that would provide for additional
federal regulation of the franchisor-franchisee relationship in certain
respects. State laws often limit, among other things, the duration and scope of
non-competition provisions and the ability of a franchisor to terminate or
8
refuse to renew a franchise. Some foreign countries also have disclosure
requirements and other laws regulating franchising and the franchisor-franchisee
relationship, and the Company would be subject to applicable laws in each
jurisdiction where it seeks to market additional franchised units.
Officers of the Company
-----------------------
Chief Executive Officer and Chairman of the Board - Paul W. Mobley has been
Chairman of the Board, Chief Executive Officer and Chief Financial Officer since
December 1991 and a Director since 1974. Mr. Mobley was President of the Company
from 1981 to 1997. From 1975 to 1987, Mr. Mobley was a significant shareholder
and president of a company which owned and operated 17 Arby's franchise
restaurants. From 1974 to 1978, he also served as Vice President and Chief
Operating Officer of the Company and from l978 to 1981 as Senior Vice President.
He is the father of A. Scott Mobley. Mr. Mobley has a B.S. in Business
Administration from Indiana University and is a CPA.
Chief Operating Officer, President, Secretary and a Director - A. Scott Mobley
has been President since 1997, a Director since January 1992, and Secretary
since February 1993. Mr. Mobley was Vice President from November 1988 to October
1997 and from August 1987 until November 1988 served as Director of Marketing
for the Company. Prior to joining the Company Mr. Mobley was a strategic
planning analyst with a division of Lithonia Lighting Company. Mr. Mobley has a
B.S. in Business Administration from Georgetown University and an MBA from
Indiana University. He is the son of Paul W. Mobley.
Executive Vice President of Franchising - Troy Branson has been Executive Vice
President of Franchising for the Company since November 1997 and from 1992 to
1997, he was Director of Business Development. Before joining the Company, Mr.
Branson was an owner of Branson-Yoder Marketing Group from 1987 to 1992, after
graduating from Indiana University where he received a B.S. in Business.
Vice President of Franchise Services - Mitch Grunat has been Vice President of
Franchise Services for the Company since August 2002. Before joining the
Company, Mr. Grunat was Chief Operating Officer of Lanter Eye Care from 2001 to
2002, Business Development Officer for Midwest Bankers from 2001 to 2002 and
Chief Operating Officer for Tavel Optical Group from 1987 to 2000. Mr. Grunat
has a B.A. degree in English and Philosophy from Muskingum College.
Vice President of Product Development, Purchasing and Distribution - Michael B.
Novak has been Vice President of Product Development, Purchasing and
Distribution since March 2006. Before joining the Company, Mr. Novak was
employed by Delco Foods, a regional food distributor from 2001 to 2006. Before
being employed by Delco Foods, he was employed by the Company from 1984 to 2001
as a restaurant General Manager, Area Director of Operations and Director of
Product Development and Distribution.
Vice President of Operations - James D. Bales has been Vice President of
Operations since March 2008. Before becoming Vice President of Operations, Mr.
Bales held various positions with the Company beginning in March 2004. Before
joining the Company, Mr. Bales had 15 years of management experience in
operations and marketing where he held various positions with TCBY starting in
1989. Mr. Bales attended Northern Kentucky University for Graphic Design, Inver
Hills Community College for Business Management and obtained his B.S. in
Business from the University of Phoenix.
9
Available Information
---------------------
We make available, free of charge through our Internet website
(http://www.nobleromans.com), our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K and amendments to these reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, as soon as reasonably practicable after we
electronically file these reports with, or furnish them to, the Securities and
Exchange Commission. The information on our website is not incorporated into
this annual report.
ITEM 1A. RISK FACTORS
All phases of the Company's operations are subject to a number of
uncertainties, risks and other influences, many of which are outside of its
control and any one of which, or a combination of which, could materially affect
its results of operations. Important factors that could cause actual results to
differ materially from the Company's expectations are discussed below.
Prospective investors should carefully consider these factors before investing
in our securities as well as the information set forth under "Forward-Looking
Statements" in Item 7 of this report. These risks and uncertainties include:
Competition from larger companies.
The Company competes for franchise and license sales with large
national companies and numerous regional and local companies. Many of its
competitors have greater financial and other resources than the Company. The
restaurant industry in general is intensely competitive with respect to
convenience, price, product quality and service. In addition, the Company
competes for franchise and license sales on the basis of several factors,
including product engineering and quality, investment cost, cost of sales,
distribution, simplicity of operation and labor requirements. Activities of the
Company's competitors could have an adverse effect on the Company's ability to
sell additional franchises or licenses or maintain and renew existing franchises
and licenses or operating results of the Company's system. Unlike the other
non-traditional agreements, the take-n-bake license agreements with grocery
stores are not for any specified period of time and, therefore, grocery stores
could discontinue offering the take-n-bake pizza or other retail items at any
time. As a result of these factors, the Company may have difficulty competing
effectively from time to time or in certain markets.
Dependence on growth strategy.
The Company's primary growth strategy consists of selling new
franchises or licenses for non-traditional locations. The opening and success of
new non-traditional locations will depend upon various factors, including the
traffic generated by and viability of the underlying activity or business, the
ability of the franchisee and licensee to operate their locations, their ability
to comply with applicable regulatory requirements and the effect of competition
and general economic and business conditions including food and labor costs.
Many of the foregoing factors are not within the Company's control. There can be
no assurance that the Company will be able to achieve its plans with respect to
the opening or operation of new non-traditional or take-n-bake locations.
10
Dependence on success of franchisees and licensees.
Most of the Company's earnings comes from royalties generated by its
franchisees and licensees which are independent operators, and their employees
are not the Company's employees. The Company provides training and support to
franchisees and licensees but the quality of the store operations may be
diminished by any number of factors beyond the Company's control. Consequently,
franchisees and licensees may not successfully operate locations in a manner
consistent with the Company's standards and requirements, or may not hire and
train qualified managers and other store personnel. If they do not, the
Company's image and reputation may suffer, and its revenues and stock price
could decline. While the Company attempts to ensure that its franchisees and
licensees maintain the quality of its brand and branded products, franchisees
and licensees may take actions that adversely affect the value of the Company's
intellectual property or reputation.
Dependence on consumer preferences and perceptions.
The restaurant industry and the retail food industry is often affected
by changes in consumer tastes, national, regional and local economic conditions,
demographic trends, traffic patterns and the type, number and location of
competing restaurants. The Company can be substantially adversely affected by
publicity resulting from food quality, illness, injury, or other health concerns
or operating issues stemming from one restaurant or a limited number of
restaurants.
Interruptions in supply or delivery of food products.
Dependence on frequent deliveries of product from unrelated third-party
manufacturers through unrelated third-party distributors also subjects the
Company to the risk that shortages or interruptions in supply caused by
contractual interruptions, market conditions, inclement weather or other
conditions could adversely affect the availability, quality and cost of
ingredients. In addition, factors such as inflation, market conditions for
cheese, wheat, meats, paper and labor may also adversely affect the franchisees
and licensees and, as a result, can adversely affect the Company's ability to
add new franchised or licensed locations.
Dependence on key executives.
The Company's business has been and will continue to be dependent upon
the efforts and abilities of its executive staff generally, and particularly
Paul Mobley, our Chairman, Chief Executive Officer and Chief Financial Officer,
and A. Scott Mobley, our President and Chief Operating Officer. The loss of
either of their services could have a material adverse effect on the Company.
The Company is subject to ongoing litigation.
As described in Item 3 of this report, the Company is a defendant in a lawsuit
filed by certain of its former traditional franchisees. Although the Company has
been awarded summary judgment effectively dismissing the claims against the
Company, that order is subject to appeal. The plaintiffs in this lawsuit allege
that they purchased traditional franchises from the Company as a result of
certain fraudulent representations by the defendants in the case and the
omission of certain material facts regarding the franchises. If the Company is
subject to adverse findings in this litigation, it could be required to pay
damages or have other remedies imposed, which could have a material adverse
effect on the Company. The resolution of this matter has been time-consuming,
expensive and distracted the Company's management from conducting the Company's
11
business. The Company believes the trial court's decision will be upheld on
appeal, if any, but there can be no assurance that it will be until the appeal,
if any, has been litigated. The Company will continue to pursue its
counterclaims against the Plaintiffs.
The Company is subject to Indiana law with regard to purchases of our stock.
Certain provisions of Indiana law applicable to the Company could have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the Company.
Such provisions could also limit the price that certain investors might be
willing to pay in the future for shares of its common stock. These provisions
include prohibitions against certain business combinations with persons that
become "interested shareholders" (persons owning or controlling shares with
voting power equal to 20% or more) unless the board of directors approves either
the business combination or the acquisition of stock before the person becomes
an "interested shareholder."
The Company and its franchisees are subject to various federal, state and local
laws with regard to the operation of the businesses.
The Company is subject to regulation by the FTC and various state agencies
pursuant to federal and state laws regulating the offer and sale of franchises.
Several states also regulate aspects of the franchisor-franchisee relationship.
The FTC requires the Company to furnish to prospective franchisees a disclosure
document containing certain specified information. Some states also regulate the
sale of franchises and require registration of a franchise disclosure document
with state authorities. Substantive state laws that regulate the
franchisor-franchisee relationship presently exist in a substantial number of
states, and bills have been introduced in Congress from time to time that would
provide for federal regulation of the franchisor-franchisee relationship in
certain respects. The state laws often limit, among other things, the duration
and scope of non-competition provisions and the ability of a franchisor to
terminate or refuse to renew a franchise. Some foreign countries also have
disclosure requirements and other laws regulating franchising and the
franchisor-franchisee relationship, and the Company would be subject to
applicable laws in each jurisdiction where it seeks to market additional
franchise units.
Each franchise location is subject to licensing and regulation by a
number of governmental authorities, which include health, safety, sanitation,
building and other agencies and ordinances in the state or municipality in which
the facility is located. The process of obtaining and maintaining required
licenses or approvals can delay or prevent the opening of a franchise location.
Vendors, such as the Company's third party production and distribution services,
are also licensed and subject to regulation by state and local health and fire
codes, and U. S. Department of Transportation regulations. The Company, its
franchisees and its vendors are also subject to federal and state environmental
regulations.
The Company's stock is quoted on the OTC Bulletin Board and, accordingly, we are
not subject to the same corporate governance standards that would apply if our
shares were listed on a national exchange, which limits the liquidity and price
of our securities more than if our securities were quoted or listed on a
national exchange.
Our stock is quoted on the OTC Bulletin Board, a Nasdaq-sponsored and operated
inter-dealer automated quotation system for equity securities not included on
the Nasdaq Stock Market. We are not subject to the same corporate governance
requirements that apply to exchange-listed companies. These requirements include
having: a majority of independent directors; an audit committee of independent
directors; and shareholder approval of certain equity compensation plans. As a
result, quotation of our stock on the OTC Bulletin Board limits the liquidity
12
and price of our stock more than if our stock was quoted or listed on a national
exchange. There is no assurance that the Company's stock will continue to be
authorized for quotation by the OTC Bulletin Board or any other market in the
future.
Compliance with external assurance requirements of the Sarbanes-Oxley Act of
2002 will require substantial financial and management resources.
The Company is not now required to comply with the external assurance
requirements of Section 404 of the Sarbanes-Oxley Act of 2002 but could become
subject to them in the future. Section 404 requires the Company to evaluate and
report on the system of internal controls over financial reporting, however, the
Company is not currently required to have its independent registered public
accountants report on management's evaluation of our system of internal controls
or certify its compliance with the rules related to its system of internal
controls. If we fail to maintain the adequacy of our internal controls, we could
be subject to various sanctions. Any inability to provide reliable financial
reports could harm our business. Any failure to implement required new or
improved controls, or difficulties encountered in the implementation of adequate
controls over our financial processes and reporting in the future, could
adversesly affect our operating results or cause us to fail to meet our
reporting obligations. Inferior internal controls could also cause investors to
lose confidence in our reported financial information, which could have a
negative effect on the trading price of our stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company's headquarters are located in 7,600 square feet of leased office
space in Indianapolis, Indiana. The lease for this property expires in March
2015.
The Company also leases space for a Company-owned dual-branded restaurant in
Indianapolis, Indiana which is used as a demonstration and test restaurant. The
lease for this property expires December 31, 2015. The Company has the option to
extend the term of this lease for one additional five-year period.
The Company leases space for operating an additional dual-branded restaurant in
Indianapolis, Indiana. The lease for this property expires April 4, 2016. The
Company has the option to extend the term of this lease for one additional
five-year period. This lease also provides for the Company to assign the lease
to a franchisee if and when it is franchised.
ITEM 3. 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 a Defendant in a lawsuit styled Kari Heyser, Fred Eric Heyser and
Meck Enterprises, LLC, et al v. Noble Roman's, Inc. et al, filed in Superior
Court in Hamilton County, Indiana on June 19, 2008 (Cause No. 29D01 0806 PL
739). The Court issued an Order dated December 23, 2010 granting summary
judgment in favor of the Company against all of the Plaintiffs on their fraud
claims. As a result, the Plaintiffs' allegations of fraud against the Company
and certain of its officers were determined to be without merit. The Company's
counter-claims against the Plaintiffs for breach of contract remain pending.
13
The Complaint was originally filed against the Company and certain of its
officers and certain institutional lenders. The Plaintiffs are former
franchisees of the Company's traditional location venue. Initially there were
approximately 14 groups of franchisee-Plaintiffs. Since the inception of the
lawsuit, the Court has dismissed the claims against the institutional lenders.
In addition, one group of franchisee-Plaintiffs voluntarily dismissed its claims
against the Company and the Court held another group of franchisee-Plaintiffs in
contempt and dismissed its claims with prejudice.
The Plaintiffs allege that the Defendants fraudulently induced them to purchase
franchises for traditional locations through misrepresentations and omissions of
material facts regarding the franchises. As relief, the Plaintiffs sought
compensatory and punitive damages in addition to court costs and/or prejudgment
interest. The Plaintiffs that remained in the case, following the voluntary and
involuntary dismissals described above, claimed actual damages in the amount of
$5.1 million.
The Company filed counter-claims for damages for breach of contract against all
of the Plaintiffs in the aggregate approximate amount of $3.6 million plus
attorney's fees, cost of collection and punitive damages in certain instances.
The Company intends to prosecute the counter-claims and obtain and execute on
any judgments against all counter-claim Defendants.
In addition to the above actual fraud claims, one group of franchisee-Plaintiffs
asserted a separate claim under the Indiana Franchise Act. The Court's December
23, 2010 Order denied the Company's motion for summary judgment as to the
Indiana Franchise Act claim finding the existence of a genuine issue of material
fact and did not render any opinion on the merits of that claim. The Company
denies liability on this claim and will continue to vigorously prosecute its
defenses against this claim.
The Plaintiffs have filed a motion with the Court asking it to correct errors
and to reconsider the Order for summary judgment. The Company has opposed that
motion and a ruling by the Court remains pending.
Other than as disclosed above, the Company is involved in no other material
litigation.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market Information
The Company's common stock is included on the Nasdaq "OTC Bulletin Board" and
trades under the symbol "NROM."
The following table sets forth for the periods indicated, the high and low bid
prices per share of common stock as reported by Nasdaq. The quotations reflect
inter-dealer prices without retail mark-up, mark-down or commissions and may not
represent actual transactions.
14
2009 2010
---- ----
Quarter Ended: High Low High Low
-------------- ---- ----- ---- ---
March 31 $ .55 $ .36 $.95 $.66
June 30 $ .72 $ .34 $1.15 $.78
September 30 $ .70 $ .50 $1.10 $.85
December 31 $ .89 $ .56 $1.09 $.90
Holders of Record
-----------------
As of March 1, 2011, there were approximately 289 holders of record of the
Company's common stock. This excludes persons whose shares are held of record by
a bank, brokerage house or clearing agency.
Dividends
---------
The Company has never declared or paid dividends on its common stock. The
Company's current loan agreement, as described in Note 3 to the Company's
consolidated financial statements, prohibits the payment of dividends.
Sale of Unregistered Securities
-------------------------------
None.
Equity Compensation Plan Information
------------------------------------
The following table provides information as of December 31, 2010 with respect to
the shares of our common stock that may be issued under our existing equity
compensation plan.
Number of securities
remaining available for
future issuance under
Number of Securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
warrants and rights warrants and rights column (a))
Plan Category (a) (b) (c)
------------- ---------------------- ------------------- -----------------------
Equity compensation plans approved
by stockholders - $ - -
Equity compensation plans not
approved by stockholders 1,100,500 $ .77 (1)
--------- ----- ---
Total 1,100,500 $ .77 -
========= ===== ===
(1) The Company may grant additional options under the employee stock option
plan. There is no maximum number of shares available for issuance under
the employee stock option plan.
The Company maintains an employee stock option plan for its employees and
officers. Any employees or officers of the Company are eligible to be awarded
options under the plan. The employee stock option plan provides that any options
issued pursuant to the plan will have a three-year vesting period and will
expire ten years after the date of grant. Awards under the plan are periodically
made at the recommendation of the Chairman/CEO and President and approved by the
Board of Directors. The employee stock option plan does not have a limit on the
number of shares that may be issued under the plan.
15
ITEM 6. SELECTED FINANCIAL DATA (In thousands except per share data)
Year Ended December 31,
-------------------------------------------------
Statement of Operations Data: 2006 2007 2008 2009 2010
-------- -------- -------- -------- --------
Royalties and fees $ 8,084 $ 10,411 $ 7,562 $ 6,949 $ 6,726
Administrative fees and other 63 68 48 64 40
Restaurant revenue 1,340 1,088 1,432 537 505
-------- -------- -------- -------- --------
Total revenue 9,487 11,567 9,042 7,550 7,271
Operating expenses 2,921 4,371 3,184 2,247 2,150
Restaurant operating expenses 1,284 1,011 1,369 497 502
Depreciation and amortization 84 97 92 79 66
General and administrative 1,550 1,680 1,625 1,485 1,610
-------- -------- -------- -------- --------
Operating income 3,648 4,408 2,772 3,242 2,943
Interest and other 776 651 616 467 441
-------- -------- -------- -------- --------
Income before income taxes from continuing
operations 2,872 3,757 2,156 2,775 2,502
Income taxes 976 1,268 733 1,099 991
-------- -------- -------- -------- --------
Net income from continuing operations 1,896 2,489 1,423 1,676 1,511
Loss from discontinued operations -- -- (3,824) -- (1,201)
-------- -------- -------- -------- --------
Net income (loss) $ 1,896 $ 2,489 $ (2,401) $ 1,676 $ 310
Cumulative preferred dividends 163 127 66 66 91
-------- -------- -------- -------- --------
Net income (loss) available to common
stockholders $ 1,733 $ 2,361 $ (2,467) $ 1,610 $ 219
======== ======== ======== ======== ========
Weighted average number of common shares 16,406 17,676 19,213 19,412 19,415
Net income from continuing operations $ .12 $ .14 $ .07 $ .09 $ .08
Net income (loss) per share .12 .14 (.13) .09 .02
Net income (loss) available to common $ .11 $ .13 $ (.13) $ .08 $ .01
stockholders
Balance Sheet Data (at year end):
Working capital $ 3,423 $ 3,806 $ 551 $ 1,517 $ 927
Total assets 16,138 17,469 17,278 16,683 16,895
Long-term obligations, net of current portion . 5,625 4,125 5,625 4,125 3,481
Stockholders' equity $ 8,617 $ 11,312 $ 8,962 $ 10,623 $ 10,885
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Introduction
------------
The Company sells and services franchises for non-traditional, co-branded and
stand-alone foodservice operations under the trade names "Noble Roman's Pizza",
"Tuscano's Italian Style Subs", "Noble Roman's Bistro", "Noble Roman's
Take-N-Bake Pizza" and "Tuscano's Grab-N-Go Subs". We believe the attributes of
our franchise include high quality products, simple operating systems,
labor-minimizing operations, attractive food costs and overall affordability.
There were 834 franchised or licensed outlets in operation on December 31, 2009
and 1,112 on December 31, 2010. During that twelve-month period there were 314
new franchised or licensed outlets opened and 36 franchised outlets left the
system, 17 of which reached the end of their franchise agreement term and 19 of
which ceased operation for other reasons.
16
As discussed in Note 1 to the Company's consolidated financial statements, the
Company uses significant estimates in evaluating such items as notes and
accounts receivable to reflect the actual amount expected to be collected for
total receivables. At December 31, 2009 and 2010, the Company reported net
accounts and notes receivable of $2.143 million and $2.672 million,
respectively, which was net of an allowance to reflect the amount the Company
expects to realize for the receivables. The Company has reviewed each of its
accounts and notes receivable and only included receivables in the amount
expected to be collected. The Company has provided an accrual for estimated
future expense related to its discontinued operations in the amount of $186,435
as of December 31, 2009 and $128,246 as of December 31, 2010, which was
primarily to provide for future legal expenses for the litigation described in
"Legal Proceedings" of this report which involves the discontinued operations of
the Company. The Company, at December 31, 2009 and December 31, 2010, had a
deferred tax asset on its balance sheet totaling $11.754 million and $11.551
million, respectively. After reviewing expected results from the Company's
current business plan, the Company believes it is more likely than not that the
deferred tax assets will be utilized prior to their expiration, most of which
expire between 2012 and 2028.
Financial Summary
-----------------
The preparation of the consolidated financial statements in conformity with
United States 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 demand for the Company's
products or changes in the business climate that affect the recovery of recorded
values. If any impairment of an individual asset is evident, a charge will be
provided to reduce the carrying value to its estimated fair value.
17
Condensed Consolidated Statement of Operations Data
Noble Roman's, Inc. and Subsidiaries
Years Ended December 31,
----------------------------------------------------------------
2008 2009 2010
---- ---- ----
Royalties and fees $7,561,440 83.7% $6,949,192 92.1% $6,725,769 92.5%
Administrative fees and other 48,084 .5 63,503 .8 40,312 .6
Restaurant revenue 1,432,435 15.8 536,885 7.1 505,022 6.9
---------- ---- ---------- ---- ---------- ----
Total revenue 9,041,959 100.0 7,549,580 100.0 7,271,103 100.0
Franchise-related operating
expenses:
Salaries and wages 1,366,861 15.1 1,057,675 14.0 970,652 13.3
Trade show expense 488,012 5.4 309,827 4.1 301,940 4.2
Travel expense 386,018 4.3 134,350 1.8 157,973 2.2
Sales commissions 62,960 .7 3,627 .0 -- --
Other operating expense 880,464 9.7 741,749 9.8 719,316 9.9
Restaurant expenses 1,369,139 15.2 496,614 6.6 501,976 6.9
Depreciation 91,736 1.0 78,777 1.0 66,578 .9
General and administrative 1,624,022 18.0 1,485,356 19.7 1,610,123 22.1
---------- ---- ---------- ---- ---------- ----
Operating income 2,772,747 30.6 3,241,605 43.0 2,942,545 40.5
Interest and other expense 616,333 6.8 466,944 6.2 440,512 6.1
---------- ---- ---------- ---- ---------- ----
Income before income taxes 2,156,414 23.8 2,774,661 36.8 2,502,033 34.4
Income taxes 733,180 8.1 1,099,044 14.6 991,056 13.6
---------- ---- ---------- ---- ---------- ----
Net income from continuing
operations $1,423,234 15.7% $1,675,617 22.2% $1,510,977 20.8%
========== ==== ========== ==== ========== ====
2010 Compared with 2009
-----------------------
Total revenue decreased from $7.5 million in 2009 to $7.3 million in 2010.
Royalties and fees less initial franchise fees and equipment commissions were
approximately $6.7 million in 2009 and $6.3 million in 2010. Ongoing royalties
and fees from non-traditional franchises decreased from $6.1 million in 2009 to
$5.6 million in 2010 and ongoing royalties and fees from traditional franchises
decreased from $578 thousand in 2009 to $281 thousand in 2010, however, ongoing
royalties and fees from take-n-bake in grocery stores increased from $35
thousand in 2009 to $463 thousand in 2010. One-time fees for franchise fees and
equipment commissions increased from $242 thousand in 2009 to $377 thousand in
2010. The decrease in ongoing fees from traditional franchises resulted from a
decrease in the number of franchises in operation. The decrease in ongoing fees
from non-traditional franchises was primarily the result of a decline in same
store sales during the first half of 2010.
Restaurant revenues decreased from $537 thousand in 2009 to $505 thousand in
2010. This decrease was the result of same store sales decreasing. The company
only operates two restaurants for testing and demonstration purposes.
Salaries and wages decreased from 14.0% of revenue in 2009 to 13.3% of revenue
in 2010. This decrease was primarily the result of the Company reducing
operating expenses in light of slower growth in the number of franchised units.
Actual salaries and wages decreased from $1.06 million in 2009 to $971 thousand
in 2010.
18
Trade show expenses increased from 4.1% of revenue in 2009 to 4.2% of revenue in
2010. This increasee was primarily the result of a decrease in revenue as
explained above. Actual trade show expenses decreased from $310 thousand in 2009
to $302 thousand in 2010.
Travel expenses increased from 1.8% of revenue in 2009 to 2.2% of revenue in
2010. This increase was primarily the result of the number of grocery store
take-n-bake licenses opening throughout the country in locations further away
from the headquarters combined with the decrease in total revenue. Actual travel
expenses increased from $134 thousand in 2009 to $158 thousand in 2010.
Other operating expenses increased from 9.8% of revenue in 2009 to 9.9% in 2010.
This increase was primarily the result of a decrease in revenue as explained
above. Actual other operating expenses decreased from approximately $742
thousand in 2009 to $719 thousand in 2010. This decrease was primarily the
result of the Company's focus on decreasing expenses.
Restaurant expenses increased from 6.6% of revenue in 2009 to 6.9% of revenue in
2010. This increase was the result of the decrease in total revenue as explained
above. The Company only operates two restaurants for testing and demonstration
purposes and does not intend to operate any more restaurants.
General and administrative expenses increased from 19.7% of revenue in 2009 to
22.1% of revenue in 2010. This increase was partially a result of the decrease
in revenue as explained above. Actual general and administrative expenses were
$1.485 million in 2009 and $1.610 million in 2010. The increase in general and
administrative expenses was the result of a $51 thousand increase in legal
expenses, $27 thousand in additional directors' fees as a result of adding two
new directors and $52 thousand in rent expense as a result of having no rent in
the beginning of 2009 because our old lease expired and the new lease did not
become effective until major remodeling was completed. All other general and
administrative expenses decreased in total by $5 thousand.
Operating income decreased from $3.2 million in 2009 to $2.9 million in 2010.
This was primarily the result of a decrease in revenue as explained above.
Interest expense decreased from 6.2% of revenue in 2009 to 6.1% of revenue in
2010. This was a result of a decrease in interest expense partially offset by
the decrease in revenue as explained above. Actual interest expense was $467
thousand in 2009 compared to $441 thousand in 2010 due to a decrease in average
outstanding borrowings partially offset by an increase in interest rate during
the fourth quarter of 2010.
Net income from continuing operations decreased from $1.7 million in 2009 to
$1.5 million in 2010. This decrease was primarily the result of the decrease in
total revenue partially offset by reduced expenses.
Net income per share from continuing operations decreased from $.09 per share on
19.4 million weighted average shares outstanding in 2009 to $.08 per share on
19.4 million weighted average shares outstanding in 2010. The diluted net income
per share from continuing operations remained the same at $.08 per share on 20.0
million weighted average shares outstanding in 2009 and $.08 per share on 20.1
million weighted average shares outstanding in 2010.
19
Loss on discontinued operations was $3.8 million in 2008, $0 in 2009 and $1.2
million in 2010. The loss on discontinued operations in 2008 was primarily the
result of operating traditional restaurants which had been acquired from
struggling franchisees and later sold to new franchisees. Noble Roman's made the
decision in late 2008 to discontinue that business and charged off or
dramatically lowered the carrying value of all receivables related to the
traditional restaurants and accrued future estimated expenses related to the
estimated cost to defend the Heyser lawsuit, as described in Note 10 to the
accompanying consolidated financial statements. The Company had an additional
loss of $1.2 million in 2010 as the accrual for legal cost estimate in 2008 was
insufficient and additional accrual was required. Additionally, in reviewing the
accounts receivable, various receivables originating in 2007 and 2008 relating
to the operations that were discontinued in 2008 were determined to be doubtful
of collection, therefore charged to loss on discontinued operations.
2009 Compared with 2008
-----------------------
Total revenue decreased from $9.0 million in 2008 to $7.5 million in 2009 even
though royalty and fee income, less initial franchise fees, area development
fees and equipment commissions was approximately $6.7 million in both 2008 and
2009. The decrease in royalties and fees was primarily a result of selling fewer
franchises, less equipment commissions and fewer area development agreements,
all of which were impacted by the recent recession and crisis in the financial
markets and the Company's decision to focus its sales efforts on the sale of
non-traditional franchises. Royalties and fees decreased from approximately $7.6
million in 2008 to approximately $6.9 million in 2009. Included in royalties and
fees were approximately $354 thousand in 2008 and $203 thousand in 2009 for
initial franchise fees. In addition, royalties and fees included approximately
$105 thousand in 2008 and none in 2009, for the sale of area development
agreements. Also included in royalties and fees were approximately $397 thousand
in 2008 and approximately $39 thousand in 2009, for equipment commissions.
Restaurant revenues decreased from $1.4 million in 2008 to $537 thousand in
2009. The Company only operates two restaurants for testing and demonstration
purposes but from time to time did temporarily operate others until a suitable
franchisee was located. In December 2008, the Company made a decision to no
longer temporarily operate restaurants.
Salaries and wages decreased from 15.1% of revenue in 2008 to 14.0% of revenue
in 2009. This decrease was primarily the result of the Company reducing
operating expenses in light of slower growth in the number of franchised units.
Actual salaries and wages decreased from $1.37 million in 2008 to $1.06 million
in 2009.
Trade show expenses decreased from 5.4% of revenue in 2008 to 4.1% of revenue in
2009. The decrease was primarily the result of a decrease in the number of trade
shows attended partially offset by fewer initial franchise fees and equipment
commissions. Actual trade show expenses decreased from $488 thousand in 2008 to
$310 thousand in 2009.
Travel expenses decreased from 4.3% of revenue in 2008 to 1.8% of revenue in
2009. This decrease was primarily the result of having fewer supervisors and
trainers because of opening fewer new restaurants, which was partially offset by
the decrease in fewer initial franchise fees and equipment commissions.
Sales commission expense decreased from .7% of revenue in 2008 to 0% of revenue
in 2009. This decrease was primarily the result of selling no area development
agreements and fewer initial franchise fees in 2009 compared to 2008.
20
Other operating expenses increased from 9.7% of revenue in 2008 to 9.8% of
revenue in 2009. This increase was primarily the result of lower initial
franchise fees and equipment commissions. Actual other operating expenses
decreased from approximately $880 thousand in 2008 to $742 thousand in 2009.
This decrease was primarily due to the reduction of expenses related to staff
reductions.
Restaurant expenses decreased from 15.2% of revenue in 2008 to 6.6% of revenue
in 2009. This decrease was the result of the Company operating fewer restaurants
in 2009 and discontinuing operating restaurants on a temporary basis in 2008 and
partially offset by the decrease in initial franchise fees and equipment
commissions. The Company now only operates two restaurants for testing and
demonstration purposes but did temporarily operate others until a franchisee was
located, which practice has been discontinued.
General and administrative expenses increased from 18.0% of revenue in 2008 to
19.7% of revenue in 2009. This increase was a result of the decrease in initial
franchise fees and equipment commissions. Actual general and administrative
expenses were $1.624 million in 2008 and $1.485 million in 2009.
Operating income increased from $2.8 million in 2008 to $3.2 million in 2009.
This was primarily the result of reduced operating expenses partially offset by
fewer initial franchise fees and equipment commissions.
Interest expense decreased from 6.8% of revenue in 2008 to 6.2% of revenue in
2009. This was a result of a decrease in interest expense partially offset by
lower initial franchisee fees and equipment commissions. Actual interest expense
was $616 thousand in 2008 compared to $467 thousand in 2009 due to a decrease in
average outstanding borrowings. The actual loan balance decreased by $1.5
million during 2009.
Net income from continuing operations increased from $1.4 million in 2008 to
$1.7 million in 2009. This increase was primarily the result of reduced
operating expenses partially offset by lower initial franchise fees and
equipment commissions.
Net income per share from continuing operations increased from $.07 per share on
19.2 million weighted average shares outstanding in 2008 to $.09 per share on
19.4 million weighted average shares outstanding in 2009. The diluted net income
per share from continuing operations increased from $.07 per share on 20.1
million weighted average shares outstanding in 2008 to $.08 per share on 20.0
million weighted average shares outstanding in 2009.
Loss on discontinued operations was $3.8 million in 2008 and none in 2009. The
loss on discontinued operations was primarily the result of operating
traditional restaurants which had been acquired from struggling franchisees and
later sold to new franchisees. Noble Roman's made the decision in late 2008 to
discontinue that business and charged off or dramatically lowered the carrying
value of all receivables related to the traditional restaurants and accrued
future estimated expenses primarily related to the Heyser lawsuit as described
in Note 10.
Impact of Inflation
-------------------
The primary inflation factors affecting the Company's operations are food and
labor costs to the franchisee. The Company was affected in 2008 by the dramatic
increase in commodity prices, primarily cheese and meats, which negatively
affected its franchisees' food costs. The commodity prices returned to a more
normal level during the latter part of 2008 and the continued through 2009,
21
however commodity prices increased dramatically in the last half of 2010 and
into 2011. The competition for labor has resulted in higher salaries and wages
for the franchisees, however, that effect is mitigated by the relatively low
labor requirements of the Company's franchise concepts.
Liquidity and Capital Resources
-------------------------------
The Company's current strategy is to grow its business by concentrating on
franchising new non-traditional locations, licensing convenience stores to add
Noble Roman's to their locations pursuant to a license agreement, licensing
grocery stores to sell take-n-bake pizza and to sell recently developed retail
products through grocery stores. The Company has developed a licensing concept
for convenience stores, take-n-bake pizza for grocery stores and other retail
products to sell through grocery stores all as a means to accelerate
non-traditional unit growth and as a way to increase revenue without any
significant increase in expenses. Additionally, the Company does not operate any
restaurants except for two locations for testing and demonstration purposes.
This strategy requires limited overhead and operating expense and does not
require significant capital investment.
The Company's current ratio was 1.2-to-1 as of December 31, 2010 compared to
1.8-to-1 at December 31, 2009.
At various times, Paul W. Mobley, the Company's Chairman of the Board and Chief
Executive Officer, advanced a total of $825,500 to the Company to help fund
$1,125,000 in principal payments due under its bank loan and $933,809 in
payments related to discontinued operations. The payments related to the
discontinued operations were largely for legal fees related to the Heyser
lawsuit, which is described in Note 10 of the accompanying consolidated
financial statements. On December 23, 2010, the amounts advanced to the Company
were consolidated, along with accrued interest at 8% per annum, in a promissory
note in the amount of $855,821. In addition, the note was amended to increase
the principal amount by $50,000 to $905,821 as a result of an additional loan in
January 2011. The note provides for interest to be paid monthly on the unpaid
principal balance of the note beginning December 1, 2010, and continuing on the
first day of each calendar month thereafter until the note is paid in full, at
the rate of 8% per annum and the Company is current on the required interest
payments. In addition, the note requires principal payments commencing on August
1, 2011 and on the first day of each calendar month thereafter up to and
including March 1, 2012 in the amount of $100,000 per month, however the Third
Amendment states these payments cannot commence until the deferred payments to
the bank are paid. The remaining outstanding principal and accrued interest is
due to be paid on April 1, 2012.
On November 9, 2010, the Company entered into a Second Amendment to Loan
Agreement (the "Second Amendment") with Wells Fargo that amended the existing
Loan Agreement between the Company and Wells Fargo. Pursuant to the Amendment,
Wells Fargo agreed to defer principal payments on the outstanding notes payable
to the bank for the months of October through December 2010. On March 10, 2011
the Company executed a Third Amendment to the Loan Agreement with Wells Fargo
Bank (the "Third Amendment") reducing principal payments to $25,000 per month
for March and April 2011. The Third Amendment further provides that those
deferred payments are to be made up with an additional $75,000 in principal per
month from July 1, 2011 through September 1, 2011, an additional $100,000 in
principal per month for October 1, 2011 and November 1, 2011, and an additional
$150,000 in principal for December 1, 2011. In addition, the interest rate under
the note payable was changed from LIBOR plus 3.75% per annum to LIBOR plus 4.25%
per annum.
22
As a result of the financial arrangements described above and the Company's cash
flow projections, the Company believes it will have sufficient cash flow to meet
its obligations and to carry out its current business plan for the foreseeable
future. The Company's cash flow projections are based on the Company's strategy
of focusing entirely on growth in non-traditional venues, the growth in the
number of grocery store locations licensed to sell the take-n-bake pizza and the
recent introduction of the additional retail products for grocery stores
including pasta sauce, deep-dish lasagna with Italian sausage, grated parmesan
cheese, cheesy stix and spicy cheese dip.
In February 2008, the Company elected to trade its previous swap contract for a
new swap contract fixing the rate on 50% of the principal balance under the
Company's loan agreement, as amended (approximately $1.875 million as of March
1, 2011), at an annual interest rate of 8.2%.
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.
Contractual Obligations
-----------------------
The following table sets forth the contractual obligations of the Company as of
December 31, 2010:
Less than More than
Total 1 year 1-3 Years 3-5 Years 5 years
----- ------ --------- --------- -------
Long-term debt $5,355,821 $1,875,000 $3,480,821 $ -- $ --
Operating leases 1,449,820 311,051 604,832 496,012 37,925
---------- ---------- ---------- ---------- ----------
Total $6,805,641 $2,186,051 $4,085,653 $ 496,012 $ 37,925
========== ========== ========== ========== ==========
Forward-Looking Statements
--------------------------
The statements contained above in Management's Discussion and Analysis
concerning the Company's future revenues, profitability, financial resources,
market demand and product development are forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995)
relating to the Company that are based on the beliefs of the management of the
Company, as well as assumptions and estimates made by and information currently
available to the Company's management. The Company's actual results in the
future may differ materially from those projected in the forward-looking
statements due to risks and uncertainties that exist in the Company's operations
and business environment, including, but not limited to market acceptance of
recently introduced products, competitive factors and pricing pressures, the
current litigation with certain former traditional franchisees, non-renewal of
franchise agreements, shifts in market demand, general economic conditions and
other factors including, but not limited to, changes in demand for the Company's
products or franchises, the success or failure of individual franchisees and
changes in prices or supplies of food ingredients and labor as well as the
factors discussed under "Risk Factors" as contained in this annual report. In
addition, the Company has no previous experience selling its products to retail
channels and there can be no assurance that grocers will stock them or that
customers will buy them. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions or estimates prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended.
23
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to interest rate risk relates primarily to its
variable-rate debt under its bank loan. As of December 31, 2010, the Company had
outstanding interest-bearing debt to the bank in the aggregate principal amount
of $4.5 million. The Company's current borrowings are at a variable rate tied to
the London Interbank Offered Rate ("LIBOR") plus 4.25% per annum adjusted on a
monthly basis. To mitigate interest rate risk, the Company traded its previous
swap contract for a new swap contract fixing the rate on 50% of the principal
balance outstanding at 8.2%. Based upon the principal balance outstanding as of
March 1, 2011 of $4.125 million for each 1.0% increase in LIBOR, the Company
would incur increased interest expense of approximately $16,058 over the
succeeding twelve-month period.
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets
Noble Roman's, Inc. and Subsidiaries
December 31,
----------------------------
Assets 2009 2010
------------ ------------
Current assets:
Cash $ 333,204 $ 337,044
Accounts and notes receivable - net 1,343,500 920,304
Inventories 239,006 316,913
Assets held for resale 243,527 246,278
Prepaid expenses 241,852 235,778
Deferred tax asset - current portion 1,050,500 1,400,000
------------ ------------
Total current assets 3,451,589 3,456,317
------------ ------------
Property and equipment:
Equipment 1,133,312 1,139,050
Leasehold improvements 96,512 12,283
------------ ------------
1,229,824 1,151,333
Less accumulated depreciation and amortization 790,134 784,282
------------ ------------
Net property and equipment 439,690 367,051
Deferred tax asset (net of current portion) 10,703,594 10,150,558
Other assets including long-term portion of notes receivable - net 2,087,644 2,920,853
------------ ------------
Total assets $ 16,682,517 $ 16,894,779
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term note payable $ 1,500,000 $ 1,875,000
Accounts payable 119,938 394,843
Accrued expenses 314,728 259,476
------------ ------------
Total current liabilities 1,934,366 2,529,319
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 4,125,000 2,625,000
Note payable to officer -- 855,821
------------ ------------
Total long-term liabilities 4,125,000 3,480,821
------------ ------------
Stockholders' equity:
Common stock - no par value (25,000,000 shares authorized, 19,412,499 issued
and outstanding as of December 31, 2009 and 19,419,317 as of
December 31, 2010) 23,074,160 23,116,317
Preferred stock (5,000,000 shares authorized, 20,625 issued and
outstanding as of December 31, 2009 and December 31, 2010) 800,250 800,250
Accumulated deficit (13,251,559) (13,031,928)
------------ ------------
Total stockholders' equity 10,622,851 10,884,639
------------ ------------
Total liabilities and stockholders' equity $ 16,682,517 $ 16,894,779
============ ============
See accompanying notes to consolidated financial statements.
25
Consolidated Statements of Operations
Noble Roman's, Inc. and Subsidiaries
Year Ended December 31,
-------------------------------------------
2008 2009 2010
------------ ------------ ------------
Royalties and fees $ 7,561,440 $ 6,949,192 $ 6,725,769
Administrative fees and other 48,084 63,503 40,312
Restaurant revenue 1,432,435 536,885 505,022
------------ ------------ ------------
Total revenue 9,041,959 7,549,580 7,271,103
Operating expenses:
Salaries and wages 1,366,861 1,057,675 970,652
Trade show expense 488,012 309,827 301,940
Travel expense 386,018 134,350 157,973
Sales commissions 62,960 3,627 --
Other operating expenses 880,464 741,749 719,316
Restaurant expenses 1,369,139 496,614 501,976
Depreciation and amortization 91,736 78,777 66,578
General and administrative 1,624,022 1,485,356 1,610,123
------------ ------------ ------------
Operating income 2,772,747 3,241,605 2,942,545
Interest and other expense 616,333 466,944 440,512
------------ ------------ ------------
Income before income taxes from
continuing operations 2,156,414 2,774,661 2,502,033
Income tax expense 733,180 1,099,044 991,056
------------ ------------ ------------
Net income from continuing operations 1,423,234 1,675,617 1,510,977
Loss from discontinued operations net of tax benefit
of $2,508,433 for 2008 and $787,520 for 2010 (3,824,397) -- (1,200,664)
------------ ------------ ------------
Net income (loss) (2,401,163) 1,675,617 310,313
Cumulative preferred dividends 66,181 66,000 90,682
------------ ------------ ------------
Net income (loss) available to common
stockholders $ (2,467,344) $ 1,609,617 $ 219,631
============ ============ ============
Earnings per share - basic:
Net income from continuing operations $ .07 $ .09 $ .08
Net loss from discontinued operations net of tax
benefit $ (.20) $ -- $ (.06)
Net income (loss) $ (.13) $ .09 $ .02
Net income (loss) available to common
stockholders $ (.13) $ .08 $ .01
Weighted average number of common shares
outstanding 19,213,522 19,412,499 19,414,367
Diluted earnings per share:
Net income from continuing operations $ .07 $ .08 $ .08
Net loss from discontinued operations net of tax benefit $ (.19) $ -- $ (.06)
Net income (loss) $ (.12) $ .08 $ .02
Weighted average number of common shares
outstanding 20,147,150 19,950,027 20,094,961
See accompanying notes to consolidated financial statements.
26
Consolidated Statements of Changes in
Stockholders' Equity
Noble Roman's, Inc. and Subsidiaries
Preferred Common Stock Accumulated
Stock Shares Amount Deficit Total
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2007 $ 800,250 19,187,499 $ 22,905,618 $(12,393,832) $ 11,312,036
2008 net loss (2,401,163) (2,401,163)
Cumulative preferred dividends (66,181) (66,181)
Exercise of stock options 15,000 12,450 12,450
Amortization of value of
stock options 52,682 52,682
Exercise of warrants from
previous debt holders 10,000 12,500 12,500
Issuance of common stock 200,000 40,000 40,000
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2008 $ 800,250 19,412,499 $ 23,023,250 $(14,861,176) $ 8,962,324
2009 net income 1,675,617 1,675,617
Cumulative preferred dividends (66,000) (66,000)
Amortization of value of
stock options 50,910 50,910
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2009 $ 800,250 19,412,499 $ 23,074,160 $(13,251,559) $ 10,622,851
2010 net income 310,313 310,313
Cumulative preferred dividends (90,682) (90,682)
Amortization of value of
stock options 42,157 42,157
Cashless exercise of warrants 6,818
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2010 $ 800,250 19,419,317 $ 23,116,317 $(13,031,928) $ 10,884,639
============ ============ ============ ============ ============
See accompanying notes to consolidated financial statements.
27
Consolidated Statements of Cash Flows
Noble Roman's, Inc. and Subsidiaries
Year ended December 31,
-----------------------------------------
OPERATING ACTIVITIES 2008 2009 2010
----------- ----------- -----------
Net income (loss) $(2,401,163) $ 1,675,617 $ 310,313
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 183,225 179,185 158,293
Non-cash expense from loss on discontinued operations 2,220,023 -- 187,330
Deferred income taxes 733,180 1,099,044 991,056
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (40,591) (315,597) 94,846
Inventories 6,337 (4,713) (77,907)
Prepaid expenses (49,363) (19,757) 6,075
Other assets 88,673 (419,332) (561,952)
Increase (decrease) in:
Accounts payable and accrued expenses (158,020) (81,451) 219,654
----------- ----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 582,301 2,112,996 1,327,708
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (16,778) (45,211) (5,738)
Assets held for resale (2,040) (837) (2,751)
----------- ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (18,818) (46,048) (8,489)
----------- ----------- -----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (2,501,682) (652,522) (933,809)
Payment of cumulative preferred dividends (66,181) (66,000) (90,682)
Payment of principal on outstanding debt (1,500,000) (1,500,000) (1,125,000)
Payment received on long-term notes receivable 133,736 33,810 8,612
Proceeds from issuance of long-term debt, net of debt
issue costs 2,964,455 -- --
Proceeds from issuance of note to officer -- -- 825,500
Proceeds from the exercise of stock options and warrants 24,950 -- --
----------- ----------- -----------
NET CASH USED BY FINANCING ACTIVITIES (944,722) (2,184,712) (1,315,379)
----------- ----------- -----------
Increase (decrease) in cash (381,239) (117,764) 3,840
Cash at beginning of year 832,207 450,968 333,204
----------- ----------- -----------
Cash at end of year $ 450,968 $ 333,204 $ 337,044
=========== =========== ===========
Supplemental Schedule of Non-Cash Investing and Financing Activities:
In 2010, a warrant to purchase 50,000 shares at $.95 per share was exercised
pursuant to the cashless exercise provision of the warrant and the holders
received 6,818 shares of common stock.
See accompanying notes to consolidated financial statements.
28
Notes to Consolidated Financial Statements
Noble Roman's, Inc. and Subsidiaries
Note l: Summary of Significant Accounting Policies
Organization: The Company sells and services franchises for non-traditional and
co-branded foodservice operations under the trade names "Noble Roman's Pizza",
"Tuscano's Italian Style Subs", "Noble Roman's Bistro", "Noble Roman's
Take-N-Pizza" and "Tuscano's Grab-N-Go Subs".
Principles of Consolidation: The consolidated financial statements include the
accounts of Noble Roman's, Inc. and its wholly-owned subsidiaries, Pizzaco, Inc.
and N.R. Realty, Inc. (collectively, the "Company"). Inter-company balances and
transactions have been eliminated in consolidation.
Inventories: Inventories consist of food, beverage, restaurant supplies,
restaurant equipment and marketing materials and are stated at the lower of cost
(first-in, first-out) or market.
Property and Equipment: Equipment and leasehold improvements are stated at cost.
Depreciation and amortization are computed on the straight-line method over the
estimated useful lives ranging from five years to 12 years. Leasehold
improvements are amortized over the shorter of estimated useful life or the term
of the lease.
Cash and Cash Equivalents: Includes actual cash balance plus cash invested
overnight pursuant to an agreement with a bank. Neither the cash or cash
equivalents are pledged nor are there any withdrawal restrictions.
Assets Held for Resale: The Company records the cost of franchised locations
held by the Company on a temporary basis until they are sold to a franchisee at
the Company's cost adjusted for impaired value, if any, to the estimated net
realizable value. The Company estimates net realizable value using comparative
replacement costs for other similar franchise locations that are being built at
the time the estimate is made.
Advertising Costs: The Company records advertising costs consistent with
Financial Accounting Standards Board's ("FASB") Accounting Standards
Codification ("ASC") Other Expense topic and Advertising Costs subtopic. This
statement requires the Company to expense advertising production costs the first
time the production material is used.
Fair Value Measurements and Disclosures: The Fair Value Measurements and
Disclosures topic of the FASB's ASC requires companies to determine fair value
based on the price that would be received to sell the asset or paid to transfer
the liability to a market participant. The Fair Value Measurements and
Disclosures topic emphasizes that fair value is a market-based measurement, not
an entity-specific measurement. The new guideline required a phase-in approach:
(1) phase one was effective for financial assets and liabilities in our first
quarter of 2008 and (2) phase two was effective for non-financial assets and
liabilities in our first quarter of fiscal 2009. The new provisions did not have
a significant impact on our 2009 or 2010 consolidated financial statements.
The guidance requires that assets and liabilities carried at fair value be
classified and disclosed in one of the following categories:
o Level 1: Quoted market prices in active markets for identical assets
or liabilities.
29
o Level 2: Observable market-based inputs or unobservable inputs that
are corroborated by market data.
o Level 3: Unobservable inputs that are not corroborated by market data.
As of December 31, 2009 and 2010, the Company held an interest rate swap, a
financial liability that is required to be measured at fair value on a recurring
basis utilizing Level 2 inputs. The carrying value for this liability
approximates its fair value, and is not material the Company's 2009 or 2010
consolidated financial statements.
Fair Value of Financial Instruments: The Company's current bank borrowings are
at a monthly variable rate tied to LIBOR. On February 6, 2008, the Company
elected to trade its previous swap contract for a new swap contract fixing the
rate on 50% of the principal balance under the Loan Agreement, as amended by the
Amendment (approximately $1.875 million as of March 1, 2011), at an annual
interest rate of 8.2%.
The Company's swap is a derivative instrument that is designated as cash flow
hedge because the swap provides a hedge against the effects of rising interest
rates on present and/or forecasted future borrowings. The effective portion of
the gain or loss on the swap is reported as a component of other comprehensive
income and reclassified into earnings in the same period or periods during which
the swap affects earnings. Gains or losses on the swap representing either hedge
ineffectiveness or hedge components excluded from the assessment of
effectiveness are recognized in current earnings. Amounts payable or receivable
under the swap is accounted for as adjustments to interest expense. The
financial liability was not material to the Company's 2009 or 2010 consolidated
financial statements. There were no derivatives that were not designated as
hedging instruments under the provisions of the ASC topic, Derivatives and
Hedging.
Use of Estimates: The preparation of the consolidated financial statements in
conformity with United States 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
could differ from those estimates. The Company records a valuation allowance in
a sufficient amount to adjust the total notes and accounts receivables value, in
its best judgment, to reflect the amount that the Company estimates will be
collected from its total receivables. As any accounts are determined to be
uncollectible, they are charged off against the valuation allowance. The Company
evaluates its assets held for resale, property and equipment and related costs
periodically to assess whether any impairment indications are present, including
recurring operating losses and significant adverse changes in legal factors or
business climate that affect the recovery of recorded value. If any impairment
of an individual asset is evident, a loss would be provided to reduce the
carrying value to its estimated fair value.
Intangible Assets: Debt issue costs are amortized to interest expense ratably
over the term of the applicable debt. The debt issue cost being amortized is
$438,236 with accumulated amortization at December 31, 2008 of $207,243,
December 31, 2009 of $256,742 and December 31, 2010 of $306,241.
Royalties, Administrative and Franchise Fees: Royalties are recognized as income
monthly and are based on a percentage of monthly sales of franchised or licensed
restaurants. Fees from the retail products in grocery stores are recognized
monthly based on the distributors' sale of those retail products to the grocery
stores. Administrative fees are recognized as income monthly as earned. Initial
franchise fees are recognized as income when the services for the franchised
restaurant are substantially completed. Area development fees, since they are
fully earned and non-refundable when received, are recognized as income when
received.
30
Exit or Disposal Activities Related to Discontinued Operations: The Company
records exit or disposal activity for discontinued operations when management
commits to an exit or disposal plan and includes those charges under results of
discontinued operations, as required by ASC Exit or Disposal Cost Obligations
topic.
Income Taxes: The Company provides for current and deferred income tax
liabilities and assets utilizing an asset and liability approach along with a
valuation allowance as appropriate. The Company concluded that no valuation
allowance was necessary because it is more likely than not that the Company will
earn sufficient income before the expiration of its net operating loss carry
forwards to fully realize the value of the recorded deferred tax asset. As of
December 31, 2010, the net operating loss carry-forward was approximately $27
million which expires between the years 2012 and 2028. Management made the
determination that no valuation allowance was necessary after reviewing the
Company's business plans, all known facts to date, recent trends, current
performance and analysis of the backlog of franchises sold but not yet open.
U.S. generally accepted accounting principles require the Company to examine its
tax positions for uncertain positions. Management is not aware of any tax
positions that are more likely than not to change in the next twelve months, or
that would not sustain an examination by applicable taxing authorities. The
Company's policy is to recognize penalties and interest as incurred in its
statement of operations, which were none for the years ended December 31, 2008,
2009 and 2010. The Company's federal and various state income tax returns for
2007 through 2010 are subject to examination by the applicable tax authorities,
generally for three years after the later of the original or extended due date.
Basic and Diluted Net Income (Loss) Per Share: Net income (loss) per share is
based on the weighted average number of common shares outstanding during the
respective year. When dilutive, stock options and warrants are included as share
equivalents using the treasury stock method.
The following table sets forth the calculation of basic and diluted loss per
share for the year ended December 31, 2008:
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net loss $ (2,401,163)
Less preferred stock dividends (66,181)
------------
Loss per share - basic
Loss available to common
stockholders (2,467,344) 19,213,522 $ (.13)
Effect of dilutive securities
Warrants -- 230,660
Options -- 336,302
Convertible preferred stock 66,181 366,666
------------ ----------
Diluted loss per share
Loss available to common stockholders
and assumed conversions $(2,401,163) 20,147,150 $ (.12)
31
The following table sets forth the calculation of basic and diluted earnings per
share for the year ended December 31, 2009:
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net income $ 1,675,617
Less preferred stock dividends (66,000)
Earnings per share - basic
Income available to common
stockholders 1,609,617 19,412,499 $ .08
Effect of dilutive securities
Warrants -- --
Options -- 170,862
Convertible preferred stock 66,000 366,666
------------ ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 1,675,617 19,950,027 $ .08
The following table sets forth the calculation of basic and diluted earnings per
share for the year ended December 31, 2010:
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net income $ 310,313
Less preferred stock dividends (90,682)
Earnings per share - basic
Income available to common
stockholders 219,631 19,414,367 $ .01
Effect of dilutive securities
Options -- 313,928
Convertible preferred stock 90,682 366,666
------------ ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 310,313 20,094,961 $ .02
Subsequent Events: The Company evaluated subsequent events through the date the
consolidated statements were issued and filed with Form 10-K. There were no
subsequent events that required recognition or disclosure, except for a loan
amendment (Note 3), officer loan (Note 3), issuance of stock options (Note 7)
and warrants surrendered (Note 7).
Note 2: Accounts and Notes Receivable
At December 31, 2009 and 2010, the carrying value of the Company's accounts
receivable has been reduced to anticipated realizable value. As a result of this
reduction of carrying value, the Company anticipates that substantially all of
its receivables reflected on the Consolidated Balance Sheets as of December 31,
2009 and 2010 will be collected.
32
Note 3: Notes Payable
In conjunction with a Settlement Agreement with SummitBridge National
Investments, LLC and related entities, Noble Roman's obtained a new six-year
term loan, in August 2005, in the principal amount of $9,000,000 requiring
principal payments of $125,000 per month plus interest at the rate of LIBOR plus
4% per annum adjusted on a monthly basis. On February 4, 2008, the Company
entered into a First Amendment to Loan Agreement (the "Amendment") with Wells
Fargo Bank N.A., that amended the existing Loan Agreement between the Company
and Wells Fargo (the "Loan Agreement"). The Amendment provided for Wells Fargo
to loan an additional $3.0 million to the Company. The Amendment also reduced
the interest rate applicable to amounts borrowed under the Loan Agreement to
LIBOR plus 3.75% per annum and extended the maturity date for borrowings under
the loan from August 31, 2011 to August 31, 2013. On February 6, 2008, the
Company elected to trade its previous swap contract for a new swap contract
fixing the rate on 50% of the principal balance under the Loan Agreement, as
amended by the Amendment at an annual interest rate of 8.2%. On November 9,
2010, the Company entered into a Second Amendment to the loan (the "Second
Amendment") with Wells Fargo that amended the existing loan agreement between
the Company and Wells Fargo. Pursuant to the Second Amendment, Wells Fargo
agreed to defer principal payments on the outstanding Note payable to the bank
for the months of October through December 2010 and increased the rate from
LIBOR plus 3.75% per annum to LIBOR plus 4.25% per annum. On March 10, 2011, the
Company executed a Third Amendment to the loan agreement (the "Third Amendment")
with Wells Fargo Bank reducing the principal payments on the Note to $25,000 per
month for March and April 2011 and increasing principal payments from $125,000
per month for the months of July 1, 2011 through September 1, 2011 to $200,000
per month and for October 1, 2011 and November 1, 2011 increasing the principal
payments to $225,000 per month and for December 1, 2011 increase the principal
payment to $275,000. The unpaid balance on the Note as of December 31, 2010 was
$4,500,000. Interest paid on this Note was $310,582 in 2010, $408,735 in 2009
and $569,523 in 2008. The Note's principal amortization is as follows: $1.875
million in 2011, $1.5 million in 2012 and $1.125 million in 2013. The Company's
obligations under the loan are secured by the grant of a security interest in
its personal property and certain restrictions apply such as a prohibition on
the payment of dividends, all as defined in the Loan Agreement. The difference
between interest from the swap contract compared to interest expense on the term
loan was a loss of $62,698, $128,559 and $104,719 for the years ended December
31, 2008, 2009 and 2010, respectively.
At various times, Paul W. Mobley, the Company's Chairman of the Board and Chief
Executive Officer, advanced a total of $825,500 to the Company to help fund
$1,125,000 in principal payments due under its bank loan and $933,809 in
payments related to discontinued operations. The payments related to the
discontinued operations were largely for legal fees related to the Heyser
lawsuit, which is described in Note 10. On December 23, 2010, the amounts
advanced to the Company were consolidated, along with accrued interest at 8% per
annum, in a promissory note in the amount of $855,821. In addition, the note was
amended to increase the principal amount by $50,000 to $905,821 as a result of
an additional loan in January 2011. The note provides for interest to be paid
monthly on the unpaid principal balance of the note beginning December 1, 2010,
and continuing on the first day of each calendar month thereafter until the note
is paid in full, at the rate of 8% per annum and the Company is current on the
required interest payments. In addition, the note requires principal payments
commencing on August 1, 2011 and on the first day of each calendar month
thereafter up to and including March 1, 2012 in the amount of $100,000 per
month, however the Third Amendment states these payments cannot commence until
the deferred payments to the bank are paid. The remaining outstanding principal
and accrued interest is due to be paid on April 1, 2012.
33
Note 4: Royalties and Fees
Approximately $353,500, $203,450 and $266,500 are included in the 2008, 2009 and
2010, respectively, royalties and fees in the Consolidated Statements of
Operations for initial franchise fees. In addition, the Consolidated Statements
of Operations reflect approximately $104,825, $0 and $0 in 2008, 2009 and 2010,
respectively, of royalties and fees for the sale of area development agreements.
Also included in royalties and fees were approximately $397,200, $38,509 and
$110,113 in 2008, 2009 and 2010, respectively, for equipment commissions. Most
of the cost for the services required to be performed by the Company are
incurred prior to the franchise fee income being recorded which is based on
contractual liability for the franchisee. 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.
In conjunction with the development of Noble Roman's Pizza and Tuscano's Italian
Style Subs, the Company has devised its own recipes for many of the ingredients
that go into the making of its products ("Proprietary Products"). The Company
contracts with various manufacturers to manufacture its Proprietary Products in
accordance with the Company's recipes and formulas and to sell those products to
authorized distributors at a contract price which includes an allowance for use
of the Company's recipes. The manufacturing contracts also require the
manufacturers to remit those allowances to the Company on a periodic basis,
usually monthly. The Company recognizes those allowances in revenue as earned
based on sales reports from the distributors.
There were 834 franchised or licensed outlets in operation on December 31, 2009
and 1,112 on December 31, 2010. During that twelve-month period there were 314
new franchised or licensed outlets opened and 36 franchised or licensed outlets
left the system, 17 of which reached the end of their franchise agreement term
and 19 of which ceased operation for other reasons.
Note 5: Contingent Liabilities for Leased Facilities
The Company leased its former restaurant facilities under non-cancelable lease
agreements which generally had initial terms ranging from five to 20 years with
extended renewal terms. These leases have been terminated or assigned to
franchisees who operate them pursuant to a Noble Roman's, Inc. Franchise
Agreement. The assignment passes all liability for future lease payments to the
assignees, however, the Company remains contingently liable on a portion of the
leases to the landlords in the event of default by the assignees. The leases
generally required the Company or its assignees to pay all real estate taxes,
insurance and maintenance costs. At December 31, 2010, contingent obligations
under non-cancelable operating leases for 2011, 2012, 2013, 2014, 2015 and after
2015 were approximately $88,863, $89,763, $90,663, $91,563, $71,343 and $24,875,
respectively.
The Company has future obligations under current operating leases of $970,614 as
follows: due in less than one year $199,851, due in one to three years $424,407,
due in three to five years $333,107 and due in more than five years $13,250.
Note 6: Income Taxes
The Company had a deferred tax asset, as a result of prior operating losses, of
$11,754,094 at December 31, 2009 and $11,550,558 at December 31, 2010, which
expires between the years 2012 and 2028. In 2008, 2009 and 2010, the Company
used deferred benefits to offset its tax expense of $733,180, $1,099,044 and
34
$991,056, respectively, and tax benefits from loss on discontinued operations of
$2,508,433 in 2008 and $787,520 in 2010. The Company reduced its valuation
allowance in 2008 by $120,975 and reflected that reduction in the discontinued
operations. As a result of the tax credits, the Company did not pay any income
taxes in 2008, 2009 and 2010. There are no material differences between reported
income tax expense or benefit and the income tax expense or benefit that would
result from applying the Federal and state statutory tax rates.
Note 7: Common Stock
During 2008, certain warrant holders exercised their warrants to purchase 10,000
shares of common stock and an employee exercised his option to purchase 15,000
shares of common stock.
During 2010, certain warrant holders with warrants for the purchase of 50,000
shares exercised, pursuant to the cashless exercise provision of the warrants
and received 6,818 shares of common stock.
On December 31, 2009 and December 31, 2010, the Company had issued and
outstanding Series B Preferred Stock with a liquidation value of $825,000,
which, at the option of the holder may be converted to common stock at a
conversion price of $2.25 per share. The preferred stock provides for cumulative
dividends of 8% per annum through December 31, 2009 and thereafter at a rate of
12% per annum on the liquidation value. The Company, at its option, may redeem
the Series B Preferred Stock at the liquidation value.
At December 31, 2010 the Company had outstanding warrants to purchase common
stock as follows, however, all of these warrants were surrendered by the holders
on January 25, 2011:
# Common Shares Represented Exercise Price Warrant Expiration Date
--------------------------- -------------- -----------------------
1,000,000 $ .93 6/30/2011
600,000 .93 1/24/2011
The Company has an incentive stock option plan for key employees, officers and
directors. The options are generally exercisable three years after the date of
grant and expire ten years after the date of grant. The option prices are the
fair market value of the stock at the date of grant. At December 31, 2010, the
Company had the following employee stock options outstanding:
# Common Shares
Represented Exercise Price
----------- --------------
40,000 $ .55
46,000 .83
20,000 1.10
58,500 2.30
445,000 .36
491,000 .95
As of December 31, 2010, options for 164,500 shares were exercisable. On January
25, 2011, the Company granted additional options representing 1,800,000 common
shares at a exercise price of $1.05 per share.
35
The Company adopted the modified prospective method of adoption, which does not
require restatement of prior periods. Under the modified prospective method, the
Company is required to record compensation expense for all awards granted after
the date of adoption and for the unvested portion of previously granted awards
that remain outstanding at the date of adoption, net of an estimate of expected
forfeitures. Compensation expense is based on the estimated fair values of stock
options determined on the date of grant and is recognized over the related
vesting period, net of an estimate of expected forfeitures.
The Company estimates the fair value of its option awards on the date of grant
using the Black-Scholes option pricing model. The risk-free interest rate is
based on external data while all other assumptions are determined based on the
Company's historical experience with stock options. No options were granted in
2009. The following assumptions were used for grants in 2008 and 2010:
Expected volatility 30%
Expected dividend yield None
Expected term (in years) 5
Risk-free interest rate 3.56%
The following table sets forth the number of options outstanding as of December
31, 2008, 2009 and 2010 and the number of options granted, exercised or
forfeited during the years ended December 31, 2008, December 31, 2009 and
December 31, 2010:
Balance of employee stock options outstanding as of 12/31/07 200,250
Stock options granted during the year ended 12/31/08 485,000
Stock options exercised during the year ended 12/31/08 (15,000)
Stock options forfeited during the year ended 12/31/08 (20,000)
Balance of employee stock options outstanding as of 12/31/08 650,250
Stock options granted during the year ended 12/31/09 0
Stock options exercised during the year ended 12/31/09 0
Stock options forfeited during the year ended 12/31/09 (20,000)
Balance of employee stock options outstanding as of 12/31/09 630,250
Stock options granted during the year ended 12/31/10 491,000
Stock options exercised during the year ended 12/31/10 0
Stock options forfeited during the year ended 12/31/10 (20,750)
Balance of employee stock options outstanding as of 12/31/10 1,100,500
36
The following table sets forth the number of non-vested options outstanding as
of December 31, 2008, 2009 and 2010, and the number of stock options granted,
vested and forfeited during the years ended December 31, 2008, December 31, 2009
and December 31, 2010.
Balance of employee non-vested stock options outstanding as of 12/31/07 78,500
Stock options granted during the year ended 12/31/08 485,000
Stock options vested during the year ended 12/31/08 0
Stock options forfeited during the year ended 12/31/08 (20,000)
Balance of employee non-vested stock options outstanding as of 12/31/08 543,500
Stock options granted during the year ended 12/31/09 0
Stock options vested during the year ended 12/31/09 (78,500)
Stock options forfeited during the year ended 12/31/09 (20,000)
Balance of employee non-vested stock options outstanding as of 12/31/09 445,000
Stock options granted during the year ended 12/31/10 491,000
Stock options vested during the year ended 12/31/10 0
Stock options forfeited during the year ended 12/31/10 0
Balance of employee non-vested stock options outstanding as of 12/31/10 936,000
During 2010, employee stock options were granted for 491,000 shares, none were
exercised and 20,750 shares expired with an exercise price of $1.45 per share.
At December 31, 2010, the weighted average grant date fair value of non-vested
options was $.67 per share and the weighted average grant date fair value of
vested options was $1.32 per share. The weighted average grant date fair value
of employee stock options granted during 2008 was $.36 per share, during 2009
was zero and during 2010 was $.95. Total compensation cost recognized for
share-based payment arrangements was $52,682 with a tax benefit of $17,911 in
2008, $50,910 with a tax benefit of $20,165 in 2009, and $42,157 with a tax
benefit of $16,698 in 2010. As of December 31, 2010, total compensation cost
related to non-vested options was $47,344, which will be recognized as
compensation cost over the next 30 months. No cash was used to settle equity
instruments under share-based payment arrangements.
Note 8: Statements of Financial Accounting Standards
The Company does not believe that the recently issued Statements of Financial
Accounting Standards will have any material impact on the Company's Consolidated
Statements of Operations or its Consolidated Balance Sheets.
Note 9: Loss from Discontinued Operations
The Company had a loss on discontinued operations of $3.8 million in 2008. The
Company has elected to focus its efforts on non-traditional franchises. The loss
on discontinued operations was primarily the result of operating traditional
restaurants which had been acquired from struggling franchisees and later sold
to new franchisees. The Company, in December 2008, made the decision to
discontinue that business and charged off or dramatically lowered the carrying
value of all assets related to the traditional restaurants and accrued estimated
future expenses including an estimate for legal espenses related to the Heyser
lawsuit as explained Note 10 related thereto. The ongoing right to receive
passive income in the form of royalties is not a part of the discontinued
segment. The Company had no loss from discontinued operations in 2009. In 2010,
the Company reported a loss from discontinued operations of $1,200,664. In 2008,
the Company accured for estimated costs to defend the Heyser lawsuit described
in Note 10, however, that estimate was insufficient and an additional accrual
was required. Additionally,
37
in reviewing accounts receivable, various receivables which originated in 2007
and 2008 relating to the operations that were discontinued were determined to be
doubtful of collection, therefore, charged to loss on discontinued operations.
Note 10: Contingencies
The Company, from time to time, is involved in various litigation relating to
claims arising out of its normal business operations.
The Company is a Defendant in a lawsuit styled Kari Heyser, Fred Eric Heyser and
Meck Enterprises, LLC, et al v. Noble Roman's, Inc. et al, filed in Superior
Court in Hamilton County, Indiana on June 19, 2008 (Cause No. 29D01 0806 PL
739). The Court issued an Order dated December 23, 2010 granting summary
judgment in favor of the Company against all of the Plaintiffs on their fraud
claims. As a result, the Plaintiffs' allegations of fraud against the Company
and certain of its officers were determined to be without merit. The Company's
counter-claims against the Plaintiffs for breach of contract remain pending.
The Complaint was originally filed against the Company and certain of its
officers and certain institutional lenders. The Plaintiffs are former
franchisees of the Company's traditional location venue. Initially there were
approximately 14 groups of franchisee-Plaintiffs. Since the inception of the
lawsuit, the Court has dismissed the claims against the institutional lenders.
In addition, one group of franchisee-Plaintiffs voluntarily dismissed its claims
against the Company and the Court held another group of franchisee-Plaintiffs in
contempt and dismissed its claims with prejudice.
The Plaintiffs allege that the Defendants fraudulently induced them to purchase
franchises for traditional locations through misrepresentations and omissions of
material facts regarding the franchises. As relief, the Plaintiffs sought
compensatory and punitive damages in addition to court costs and/or prejudgment
interest. The Plaintiffs that remained in the case, following the voluntary and
involuntary dismissals described above, claimed actual damages in the amount of
$5.1 million.
The Company filed counter-claims for damages for breach of contract against all
of the Plaintiffs in the aggregate approximate amount of $3.6 million plus
attorney's fees, cost of collection and punitive damages in certain instances.
The Company intends to prosecute the counter-claims and obtain and execute on
any judgments against all counter-claim Defendants.
In addition to the above actual fraud claims, one group of franchisee-Plaintiffs
asserted a separate claim under the Indiana Franchise Act. The Court's December
23, 2010 Order denied the Company's motion for summary judgment as to the
Indiana Franchise Act claim finding the existence of a genuine issue of material
fact and rendered no opinion on the merits of this claim. The Company denies
liability on this claim and will continue to vigorously prosecute its defenses
against this claim.
The Plaintiffs have filed a motion with the Court asking it to correct errors
and to reconsider the Order for summary judgment. The Company has opposed that
motion and a ruling by the Court remains pending.
Other than as disclosed above, the Company is involved in no other material
litigation.
38
Note 11: Certain Relationships and Related Transactions
The following is a summary of transactions to which the Company and certain
officers and directors of the Company are a party or have a financial interest.
The Board of Directors of the Company has adopted a policy that all transactions
between the Company and its officers, directors, principal shareholders and
other affiliates must be approved by a majority of the Company's disinterested
directors, and be conducted on terms no less favorable to the Company than could
be obtained from unaffiliated third parties.
Douglas Coape-Arnold was paid $79,200 in consulting fees in 2008, $62,400 in
consulting fees in 2009 and $62,400 in consulting fees in 2010.
At various times, Paul W. Mobley, the Company's Chairman of the Board and Chief
Executive Officer, loaned a total of $825,500 to the Company to help fund
$1,125,000 in principal payments due under its bank loan and $933,809 in
payments related to discontinued operations. The payments related to the
discontinued operations were largely for legal fees related to the Heyser
lawsuit, which is described in Note 10. On December 23, 2010, the amounts
advanced to the Company were consolidated, along with accrued interest at 8% per
annum, in a promissory note in the amount of $855,821. In addition, the note was
amended to increase the principal amount by $50,000 to $905,821 as a result of
an additional loan in January 2011. The note provides for interest to be paid
monthly on the unpaid principal balance of the note beginning December 1, 2010,
and continuing on the first day of each calendar month thereafter until the note
is paid in full, at the rate of 8% per annum and the Company is current on the
required interest payments. In addition, the note requires principal payments
commencing on August 1, 2011 and on the first day of each calendar month
thereafter up to and including March 1, 2012 in the amount of $100,000 per
month, however the third amended loan agreement states these payments cannot
commence until the deferred payments to the bank are paid. The remaining
outstanding principal and accrued interest is due to be paid on April 1, 2012.
Note 12: Unaudited Quarterly Financial Information
Quarter Ended
-------------
2010 December 31 September 30 June 30 March 31
---- ----------- ------------ ------- --------
(in thousands, except per share data)
Total revenue $ 1,831 $ 1,853 $ 1,832 $ 1,755
Operating income 728 788 735 692
Net Income before income taxes from
continuing operations 626 673 621 582
Net income from continuing operations 378 407 374 352
Loss from discontinued operations (266) (935) -- --
Net income (loss) 112 (528) 374 352
Net income from continuing operations
per common share
Basic $ .02 $ .02 $ .02 $ .02
Diluted .02 .02 .02 .02
Net income (loss) per common share
Basic .01 (.03) .02 .02
Diluted .01 (.03) .02 .02
39
Quarter Ended
-------------
2009 December 31 September 30 June 30 March 31
---- ----------- ------------ ------- --------
(in thousands, except per share data)
Total revenue $1,822 $1,934 $1,903 $1,891
Operating income 751 876 805 810
Income before income taxes 637 760 688 690
Net income 385 460 415 416
Net income per common share
Basic $ .02 $ .02 $ .02 $ .02
Diluted .02 .02 .02 .02
40
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
NOBLE ROMAN'S, INC. AND SUBSIDIARIES
Indianapolis, Indiana
We have audited the accompanying consolidated balance sheets of NOBLE ROMAN'S,
INC. AND SUBSIDIARIES, as of December 31, 2010 and 2009, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2010. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements, assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of NOBLE ROMAN'S, INC.
AND SUBSIDIARIES, as of December 31, 2010 and 2009, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2010, in conformity with accounting principles generally accepted
in the United States of America.
/s/ Somerset CPAs, P.C.
Indianapolis, Indiana
March 15, 2011
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our
management, including Paul W. Mobley, the Company's Chief Executive Officer and
Chief Financial Officer, conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31, 2010.
Internal Control Over Financial Reporting is a process designed by, or under the
supervision of, the Company's principal executive and principal financial
officers, or persons performing similar functions, and effected by the Company's
Board of Directors, management, and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with United States
generally accepted accounting principles ("GAAP") and includes those policies
and procedures that:
(1) Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
GAAP, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the
Company; and
(3) Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company's assets
that could have a material effect on the financial statements.
Because of such limitations, there is a risk that material misstatements may not
be prevented or detected on a timely basis by internal control over financial
reporting. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
The Public Company Accounting Oversight Board's Auditing Standard No. 5 defines
a material weakness as a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely basis. A
deficiency in internal control over reporting exists when the design or
operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis.
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 disclosure controls and procedures (as defined
42
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) are effective. It was also concluded that the Company's internal
controls over financial reporting 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.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND
CORPORATE GOVERNANCE
Information concerning this item is included under captions "Election of
Directors", "Section 16(a) Beneficial Ownership Reporting Compliance," and
"Corporate Governance" in our Proxy Statement for our 2011 Annual Meeting of
Shareholders (the "Proxy Statement") and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning this item is included under the caption "Executive
Compensation", "Director Compensation", "Compensation Committee Interlocks and
Insider Participation" and "Compensation Committee Report" in the 2011 Proxy
Statement and is incorporate herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning this item is included in Item 5 of this report under the
caption "Equity Compensation Plan Information" and under the caption "Security
Ownership of Certain Beneficial Owners and Management" in the 2011 Proxy
Statement and is incorporate herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Information concerning this item is included under the caption "Corporate
Governance" in the 2011 Proxy Statement and is incorporated herein by reference.
43
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning this item is included under the caption
"Independent Auditors' Fees" in the 2011 Proxy Statement and is incorporated
herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Noble
Roman's, Inc. and Subsidiaries are included in Item 8:
Page
----
Consolidated Balance Sheets - December 31, 2009 and 2010 25
Consolidated Statements of Operations - years ended December 31, 2008, 2009
and 2010 26
Consolidated Statements of Changes in Stockholders' Equity - years
ended December 31, 2008, 2009 and 2010 27
Consolidated Statements of Cash Flows - years ended December 31, 2008, 2009
and 2010 28
Notes to Consolidated Financial Statements 29
Report of Independent Registered Accounting Firm. - Somerset CPAs, P.C. 41
Exhibits
Exhibit
Number Description
------ -----------
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 Form 8-K filed December 23, 2009, 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.
44
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 January 2,
1999 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 January 2,
1999 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.
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 First Amendment to Loan Agreement with Wells Fargo Bank,
N.A. dated February 4, 2008, filed as Exhibit 10.1 to the
Registrant's current report on Form 8-K filed February 8,
2008, is incorporated herein by reference.
10.8 Registration Rights Agreement dated August 1, 2005 between
the Company and SummitBridge National Investments filed as
an Exhibit to the Registrant's Form S-1 filed on April 19,
2006, is incorporated herein by reference.
10.9 Second Amendment to Loan Agreement with Wells Fargo Bank,
N.A. dated November 10, 2010 filed as Exhibit 10.7 to the
Registrants current report on Form 10-Q filed on November
10, 2010, is incoporated herein by reference.
10.10 Third Amendment to Loan Agreement with Wells Fargo Bank,
N.A. dated March 10, 2011 filed as Exhibit 10.10 to the
Registrants Annual Report on Form 10-K for the year ended
December 31, 2010 is incoporated herein by reference.
10.11 Promissory Note to Paul Mobley dated November 1, 2010 filed
as Exhibit 10.8 to the Registrants current report on Form
10-Q filed November 10,2010, is incorporated herein by
reference.
21.1 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.
45
31.1 C.E.O. and C.F.O. Certification under Rule
13a-14(a)/15d-14(a)
32.1 C.E.O. and C.F.O. Certification under Section 1350
46
SIGNATURES
----------
In accordance with 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.
NOBLE ROMAN'S, INC.
Date: March 15, 2011 By: /s/ Paul W. Mobley
---------------------------------------
Paul W. Mobley, Chief Executive Officer and
Chief Financial Officer
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Date: March 15, 2011 /s/ Paul W. Mobley
-----------------------------------
Paul W. Mobley
Chairman of the Board and Director
Date: March 15, 2011 /s/ A. Scott Mobley
-----------------------------------
A. Scott Mobley
President and Director
Date: March 15, 2011 /s/ Douglas H. Coape-Arnold
-----------------------------------
Douglas H. Coape-Arnold
Director
Date: March 15, 2011 /s/ Jeffrey R. Gaither
-----------------------------------
Jeffrey R. Gaither
Director
Date: March 15, 2011
-----------------------------------
James F. Basili
Director
47