United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2008
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 Identification No.)
of organization)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition 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 smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of August 8, 2008, there were 19,212,499 shares of Common Stock, no par
value, outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed consolidated financial statements are
included herein:
Condensed consolidated balance sheets as of December 31, 2007
and June 30, 2008 (unaudited) Page 3
Condensed consolidated statements of operations for the three
months and six months ended June 30, 2007 and 2008 (unaudited) Page 4
Condensed consolidated statements of changes in stockholders'
equity for the year ended December 31, 2007 and six months
ended June 30, 2008 (unaudited) Page 5
Condensed consolidated statements of cash flows for the
six months ended June 30, 2007 and 2008 (unaudited) Page 6
Notes to condensed consolidated financial statements (unaudited) Page 7
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
Assets December 31, June 30,
2007 2008
----------- -----------
Current assets:
Cash $ 832,207 $ 2,200,515
Accounts and notes receivable (net of allowances of $106,712 as of
December 31, 2007 and June 30, 2008) 1,770,994 2,241,981
Inventories 310,362 346,382
Assets held for resale 643,915 1,696,809
Prepaid expenses 175,022 298,917
Current portion of long-term notes receivable 133,736 34,017
Deferred tax asset - current portion 1,971,875 1,588,000
----------- -----------
Total current assets 5,838,111 8,406,621
----------- -----------
Property and equipment:
Equipment 1,289,795 1,400,585
Leasehold improvements 107,729 110,527
----------- -----------
1,397,524 1,511,112
Less accumulated depreciation and amortization 755,987 809,478
----------- -----------
Net property and equipment 641,537 701,634
Deferred tax asset (net of current portion) 9,106,008 9,120,655
Other assets including long-term portion of notes receivable net of valuation
allowances of $550,000 as of December 31, 2007 and June 30, 2008 1,883,644 1,956,876
----------- -----------
Total assets $17,469,300 $20,185,786
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 532,264 $ 268,154
Current portion of long-term note payable 1,500,000 1,500,000
----------- -----------
Total current liabilities 2,032,264 1,768,154
----------- -----------
Long-term obligations:
Note payable to bank (net of current portion) 4,125,000 6,375,000
----------- -----------
Total long-term liabilities 4,125,000 6,375,000
----------- -----------
Stockholders' equity:
Common stock - no par value (25,000,000 shares authorized, 19,187,449
issued and outstanding as of December 31, 2007 and 19,212,499 issued
and outstanding as of June 30, 2008) 22,905,617 22,952,567
Preferred stock (5,000,000 shares authorized and 20,625 issued and
outstanding as of December 31, 2007 and June 30, 2008) 800,250 800,250
Accumulated deficit (12,393,830) (11,710,184)
----------- -----------
Total stockholders' equity 11,312,036 12,042,632
----------- -----------
Total liabilities and stockholders' equity $17,469,300 $20,185,786
=========== ===========
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2007 2008 2007 2008
----------- ----------- ----------- -----------
Royalties and fees $ 2,787,232 $ 1,986,932 $ 5,372,640 3,935,085
Administrative fees and other 18,639 20,431 36,985 33,872
Restaurant revenue 274,276 414,679 525,861 803,520
----------- ----------- ----------- -----------
Total revenue 3,080,147 2,422,042 5,935,486 4,772,477
Operating expenses:
Salaries and wages 422,067 349,007 799,612 730,099
Trade show expense 136,048 121,311 273,834 244,784
Travel expense 122,522 109,051 201,762 222,632
Sales commissions 242,592 12,425 357,579 44,113
Other operating expenses 221,325 235,057 447,345 472,531
Restaurant expenses 255,025 389,794 489,432 764,219
Depreciation and amortization 24,359 23,886 45,707 49,205
General and administrative 423,385 420,550 848,415 842,853
----------- ----------- ----------- -----------
Operating income 1,232,824 760,961 2,471,800 1,402,041
Interest and other expense 166,906 162,011 340,725 316,075
----------- ----------- ----------- -----------
Income before income taxes 1,065,918 598,950 2,131,075 1,085,966
Income tax expense 362,412 203,643 724,566 369,229
----------- ----------- ----------- -----------
Net income 703,506 395,307 1,406,509 716,737
Cumulative preferred dividends 34,481 16,455 75,616 33,090
----------- ----------- ----------- -----------
Net income available to common
stockholders $ 669,025 $ 378,852 $ 1,330,893 $ 683,647
=========== =========== =========== ===========
Earnings per share- basic:
Net income $ .04 $ .02 $ .08 $ .04
Net income available to common stockholders $ .04 $ .02 $ .08 $ .04
Weighted average number of common shares
outstanding 17,009,825 19,201,950 16,839,866 19,199,172
Diluted earnings per share:
Net income $ .04 $ .02 $ .07 $ .04
Weighted average number of common shares
outstanding 19,580,118 20,350,049 19,410,159 20,347,271
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in
Stockholders' Equity
(Unaudited)
Common Stock
Preferred Accumulated
Stock Shares Amount Deficit Total
--------- ----------- ----------- ------------ -----------
Balance at December 31, 2007 $ 800,250 19,187,449 $22,905,617 $(12,393,830) $11,312,036
Net income for six months ended
June 30, 2008 716,737 716,737
Cumulative preferred
dividends (33,091) (33,091)
Amortization of value of employee
stock options 22,000 22,000
Exercise of employee stock options 15,000 12,450 12,450
Exercise of warrants - 10,000 12,500 - 12,500
--------- ----------- ----------- ------------ -----------
Balance at June 30, 2008 800,250 19,212,449 22,952,567 (11,710,184) 12,042,632
========= =========== =========== ============ ===========
See accompanying notes to condensed consolidated financial statements.
5
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
2007 2008
----------- -----------
OPERATING ACTIVITIES
Net income $ 1,406,509 $ 716,737
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 93,585 84,719
Deferred federal income taxes 724,565 369,229
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (262,717) (470,987)
Inventories 14,063 (36,020)
Prepaid expenses (237,509) (123,894)
Other assets (47,900) (7,853)
Decrease in:
Accounts payable (46,412) (264,109)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,644,184 267,822
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (76,702) (113,589)
Assets held for resale (21,410) (1,047,006)
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (98,112) (1,160,595)
----------- -----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (318,436) (55,520)
Payment of cumulative preferred dividends (75,616) (33,090)
Payment of principal on outstanding debt (750,000) (750,000)
Payments received on long-term notes receivable 92,076 99,717
Proceeds from additional bank borrowings - 2,975,024
Proceeds from the exercise of stock options and warrants 204,171 24,950
----------- -----------
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES (847,805) 2,261,081
----------- -----------
Increase in cash 698,267 1,368,308
Cash at beginning of period 920,590 832,207
----------- -----------
Cash at end of period $ 1,618,857 $ 2,200,515
=========== ===========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 314,585 $ 289,623
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
----------------------------------------------------------------
Note 1 - The interim condensed consolidated financial statements, included
herein, are unaudited, but reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented and the financial condition as of the dates indicated,
which adjustments are of a normal recurring nature. The results for the
six-month period ended June 30, 2008 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2008.
Note 2 - Approximately $103,000 and $238,500 are included in royalty and fee
income for the three-month and six-month periods ended June 30, 2008,
respectively, and approximately $300,000 and $766,000 are included in the
three-month and six-month periods ended June 30, 2007, respectively, for initial
franchise fees. Approximately $96,597 and $207,072, and approximately $236,948
and $444,358 are included in royalty and fee income for the three-month and
six-month periods ended June 30, 2008 and 2007, respectively, for equipment
commissions. In addition, included in royalties and fees were approximately
$104,825 and $104,825, and $686,000 and $1,046,000, in the three-month and
six-month periods ended June 30, 2008 and 2007, respectively, for the sale of
Area Development Agreements. Royalty and fee income, less initial franchise
fees, equipment commissions and area development fees were $1,682,510 and
$3,384,688, and $1,564,284 and $3,116,282 for the three-month and six-month
periods ended June 30, 2008 and 2007, respectively. During the six-month period
ending June 30, 2008 there were 40 franchised units opened and 30 franchised
units closed. The Company's ongoing royalty income is primarily 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.
Note 3 - The following table sets forth the calculation of basic and diluted
earnings per share for the three-month period and six-month period ended June
30, 2008:
Three-Months Ended June 30, 2008
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net income $ 395,307 19,201,950 $ .02
Less preferred stock dividends (16,455)
---------
Earnings per share - basic
Income available to common stockholders 378,852 .02
Effect of dilutive securities
Warrants 676,333
Options 105,100
Convertible preferred stock 16,455 366,666
--------- -----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 395,307 20,350,049 $ .02
7
Six-Months Ended June 30, 2008
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net income $ 716,737 19,199,172 $ .04
Less preferred stock dividends (33,090)
---------
Earnings per share - basic
Income available to common stockholders 683,647 .04
Effect of dilutive securities
Warrants 676,333
Options 105,100
Convertible preferred stock 33,090 366,666
--------- -----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 716,737 20,347,271 $ .04
Note 4 - Kari Heyser, Fred Eric Heyser and Meck Enterprises, LLC, et al v. Noble
Roman's, Inc. et al was filed in Superior Court in Hamilton County, Indiana on
June 19, 2008 (Cause No. 29D01 0806 PL 739). The Plaintiffs in the case are
eight former franchisees and two existing franchisees of the dual-branded
traditional franchise of the Company. The Defendants are the Company, Paul W.
and A. Scott Mobley, Troy Branson, Mitch Grunat, CIT Small Business Lending
Corporation and PNC Bank. The Plaintiffs all allege that they purchased
traditional franchises as a result of certain fraudulent representations by the
Defendants and the omission of certain material facts regarding the franchises
and seek compensatory and punitive damages. The Defendants have filed a Motion
to Dismiss the lawsuit. In addition, the Company has filed a Counter-Claim for
Damages, Preliminary Injunction and Permanent Injunction against all ten of the
Plaintiffs. In addition, the Company filed a Motion for Preliminary Injunction
against the eight Plaintiffs that are former franchisees. Although litigation is
inherently uncertain, the Company believes that it has strong and meritorious
legal and factual defenses to these claims and will vigorously defend its
interests in this case.
ITEM 2. 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"
and "Tuscano's Italian Style Subs." Both concepts' hallmarks include high
quality products, simple operating systems, labor minimizing operations,
attractive food costs and overall affordability.
Noble Roman's Pizza
-------------------
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been designed with a view to
produce superior results. Here are a few of the differences that we believe make
our product unique:
8
o Crust made with only specially milled flour with above average protein and
yeast.
o Fresh packed, uncondensed sauce made with secret spices, parmesan cheese
and vine-ripened tomatoes.
o 100% real cheese blended from mozzarella and Muenster, with no soy
additives or extenders.
o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
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 for
non-traditional locations.
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 all of its menu items to be delivered in a
ready-to-use form requiring only on-site assembly and baking. These menu items
are manufactured by third party vendors and distributed by unrelated
distributors in an independent national network that allows the Company to
service franchisees throughout the country. This process results in products
that are great tasting, quality consistent, easy to assemble, relatively low in
food cost and require very low amounts of labor.
Tuscano's Italian Style Subs
----------------------------
Tuscano's Italian Style Subs is a separate restaurant concept with an
Italian-themed menu 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. 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
non-traditional locations that do not have a Noble Roman's Pizza franchise.
However, in the traditional stand-alone locations we only sell franchises for
Noble Roman's Pizza/Tuscano's Subs together as a dual-branded concept.
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, the thematic menu selections and serving
options, high quality meats, and generous yet cost-effective quality sauces and
spreads. Tuscano's was designed to be premium quality, simple to operate and
cost-effective.
Business Strategy
The Company's business strategy can be summarized as follows:
Continue Focus on Sales of Non-Traditional Franchises. The Company plans to
continue its focus on awarding franchise agreements for both Noble Roman's Pizza
and Tuscano's Italian Style Subs in non-traditional venues such as hospitals,
military bases, universities, convenience stores, attractions, entertainment
facilities, casinos, airports, travel plazas, office complexes and hotels. The
Company has pursued this focus for the past several years and has recently
increased its focus on planned increases in the growth of non-traditional
locations.
9
Growth of our Traditional Concept. In order to seek more rapid growth, the
Company initiated a strategy to sell franchises and to sell development
territories to Area Developers for stand-alone traditional locations. Area
Developers have the exclusive right to develop the traditional concept in their
areas. Area Developers generally pay a development fee of $.05 per capita in
their development area and will receive 30% of the initial franchise fee and
2/7ths of the royalty from the franchise locations developed pursuant to those
Development Agreements. The Company retains all training and supervision
responsibilities and must approve all franchisees and all locations. In order to
maintain the rights to develop the territories, each Developer has to meet the
minimum development schedule stipulated in the Area Development Agreement.
The Company is continuing to implement the initiatives it announced in November
2007 that it believes will enhance the operations of its traditional co-brand
franchise program. These enhancements include: more rigorous franchisee
selection criteria; a longer, more robust training period for new franchisees;
more direct franchise involvement in the construction and marketing process; and
intensified monitoring and enforcement of operating standards and unit
performance Recognizing that these steps have slowed the speed of franchise
development within territories covered by existing Area Development Agreements,
the Company intends to offer reasonable accommodations to the exclusive
development time frames specified in those agreements as long as the Area
Developer is diligently pursuing franchise development for growth of the
traditional franchise program.
Maintain Superior Product Quality. The Company believes that the quality of its
products will contribute to the growth of both its non-traditional and
traditional locations. Every ingredient and process was designed with a view to
producing superior results. Most of our menu items were developed to be
delivered in a ready-to-use form requiring only on-site assembly and baking. The
Company believes this process results in products that are great tasting,
quality consistent, easy to assemble, relatively low in food cost and requiring
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.
Financial Summary
-----------------
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from those
estimates. The Company periodically evaluates the carrying values of its assets,
including property, equipment and related costs, accounts receivable and
deferred tax asset, to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month and six-month periods ended June 30, 2007 and 2008,
respectively.
10
Royalties and fees 90.5 % 82.0 % 90.5 % 82.5 %
Administrative fees and other .6 .9 .6 .7
Restaurant revenue 8.9 17.1 8.9 16.8
----- ----- ----- -----
Total revenue 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Salaries and wages 13.7 14.4 13.5 15.3
Trade show expense 4.4 5.0 4.6 5.1
Travel expense 4.0 4.5 3.4 4.7
Sales commissions 7.9 .5 6.0 .9
Other operating expense 7.2 9.7 7.5 9.9
Restaurant expenses 8.3 16.1 8.2 16.0
Depreciation and amortization .8 1.0 .8 1.0
General and administrative 13.7 17.4 14.3 17.7
----- ----- ----- -----
Operating income 40.0 % 31.4 % 41.7 % 29.4 %
Interest and other expense 5.4 6.7 5.7 6.6
----- ----- ----- -----
Income before income taxes 34.6 24.7 36.0 22.8
Income tax expense 11.8 8.5 12.2 7.7
----- ----- ----- -----
Net income 22.8 % 16.2 % 23.8 % 15.1 %
===== ===== ===== =====
Recent Development
------------------
On March 19, 2008, the Company announced that it had engaged Roth Capital
Partners, LLC to act as its financial advisor to advise and assist the Company
with respect to defining objectives and evaluating certain strategic
alternatives to enhance shareholder value. The Company anticipates that a range
of options will be presented as a result of this analysis, which the Company
will then review in consultation with its board of directors and advisors.
Results of Operations
---------------------
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-Month and Six-Month Periods Ended June 30, 2007
and 2008
Total revenue decreased from $3,080,147 to $2,422,042 and from $5,935,846 to
$4,772,477 for the three-month and six-month periods ended June 30, 2008,
respectively, compared to the corresponding periods in 2007. These decreases
were a result of selling fewer franchises, less equipment commissions and less
Area Development Agreements in both the three-month and six-month periods ended
June 30, 2008 compared to the corresponding periods in 2007. These decreases
were partially offset by increases in ongoing royalties and fees of $118,226 and
$268,406, respectively, for the three-month and six-month periods ended June
30, 2008 compared to the same periods in 2007.
Approximately $103,000 and $238,500 are included in royalty and fee income for
the three-month and six-month periods ended June 30, 2008, respectively, and
approximately $300,000 and $766,000 are included in the three-month and
six-month periods ended June 30, 2007, respectively, for initial franchise fees.
Approximately $96,597 and $207,072, and approximately $236,948 and $444,358 are
included in royalty and fee income for the three-month and six-month periods
ended June 30, 2008 and
11
2007, respectively, for equipment commissions. In addition, included in
royalties and fees were approximately $104,825 and $104,825, and $686,000 and
$1,046,000, in the three-month and six-month periods ended June 30, 2008 and
2007, respectively, for the sale of Area Development Agreements. Royalty and fee
income, less initial franchise fees, equipment commissions and area development
fees were $1,682,510 and $3,384,688, and $1,564,284 and $3,116,282 for the
three-month and six-month periods ended June 30, 2008 and 2007, respectively.
Restaurant revenues increased from approximately $274,276 to $414,679 and
$525,861 to $803,520 for the three-month and six-month periods ended June 30,
2008, respectively, compared to the corresponding periods in 2007. The Company
only intends to operate two restaurants to be used for testing and demonstration
purposes, but from time to time temporarily operates others until a suitable
franchisee is located. Restaurant revenue increased because the Company was
operating more restaurants in the three-month and six-month periods ended June
30, 2008 than in the corresponding periods in 2007.
Salaries and wages increased from 13.7% of total revenue to 14.4% of total
revenue and from 13.5% of total revenue to 15.3% of total revenue, respectively,
for the three-month and six-month periods ended June 30, 2008 compared to the
corresponding periods in 2007. These increases were the result of the decrease
in revenue, as discussed above. The actual expense decreased from $422,067 to
$349,007 and from $799,612 to $730,099 for the three-month and six-month periods
ended June 30, 2008 compared to the corresponding periods in 2007. In April
2008, the Company took action to reduce salaries and wages as a result of the
slower growth of new franchises resulting from a stronger emphasis on
non-traditional franchises and from the initiatives it announced in November
2007 that it believes will enhance the operations of its traditional co-brand
franchise program.
Trade show expenses increased from 4.4% of total revenue to 5.0% of total
revenue and 4.6% of total revenue to 5.1% of total revenue, respectively, for
the three-month and six-month periods ended June 30, 2008 compared to the
corresponding periods in 2007. These increases were the result of the decrease
in revenue with the actual amount of trade show expense decreasing slightly in
both the three-month and six-month periods in 2008 compared to 2007.
Travel expenses increased from 4.0% of total revenue to 4.5% of total revenue
and 3.4% of total revenue to 4.7% of total revenue, respectively, for the
three-month and six-month periods ended June 30, 2008 compared to the
corresponding periods in 2007. These increases were the result of a decrease in
revenue and the actual amount of travel expenses decreased $13,471 in the
three-month period and increased $20,870 in the six-month period ended June 30,
2008 compared to the corresponding periods in 2007.
Sales commissions decreased from 7.9% of total revenue to .5% of total revenue
and 6.0% of total revenue to .9% of total revenue, respectively, for the
three-month and six-month periods ended June 30, 2008 compared to the
corresponding periods in 2007. These decreases were the result of fewer
franchise sales and Area Development Agreement sales.
Other operating expenses increased, as a percentage of total revenue, from 7.2%
of total revenue to 9.7% of total revenue and 7.5% of total revenue to 9.9% of
total revenue, respectively, for the three-month and six-month periods ended
June 30, 2008 compared to the corresponding periods in 2007. These increases
were primarily the result of a decrease in revenue.
Restaurant expenses increased as a percentage of total revenue from 8.3% of
total revenue to 16.1% of total revenue and 8.2% of total revenue to 16.0% of
total revenue, respectively, for the three-month
12
and six-month periods ended June 30, 2008 compared to the corresponding periods
in 2007. These increases were primarily a result of an increase in the number of
restaurants operated by the Company while total revenues decreased. The Company
only intends to operate two restaurants to be used for testing and demonstration
purposes, but from time to time temporarily operates others until a suitable
franchisee is located.
General and administrative expenses increased as a percentage of total revenue
from 13.7% of total revenue to 17.4% of total revenue and 14.3% of total revenue
to 17.7% of total revenue, respectively, for the three-month and six-month
periods ended June 30, 2008 compared to the corresponding periods in 2007. These
increases were the result of the decrease in total revenue. The actual amount of
the general and administrative expense decreased in both the three-month and
six-month periods ended June 30, 2008 compared to the corresponding periods in
2007.
Operating income decreased as a percentage of total revenue from 40.0% of total
revenue to 31.4% of total revenue and 41.7% of total revenue to 29.4% of total
revenue, respectively, for the three-month and six-month periods ended June 30,
2008 compared to the corresponding periods in 2007. The primary reason for these
decreases were the decrease in total revenue. Actual operating expenses,
excluding restaurant expenses, decreased by approximately $321,009 and $368,038
for the three-month and six-month periods ended June 30, 2008 compared to the
corresponding periods in 2007.
Interest expense increased as a percentage of total revenue from 5.4% of total
revenue to 6.7% of total revenue and 5.7% of total revenue to 6.6% of total
revenue, respectively, for the three-month and six-month periods ended June 30,
2008 compared to the corresponding periods in 2007. These increases were
primarily the result of the decrease in revenue. The amount of interest
decreased in both the three-month and six-month periods ended June 30, 2008
compared to the corresponding periods in 2007. This decrease was the result of
lower interest rates offset by the increased amount of debt outstanding due to
the additional borrowing of $3 million in February 2008 offset by $1.5 million
debt re-payments during the past twelve months.
Net income decreased from 22.8% of total revenue to 16.2% of total revenue and
23.8% of total revenue to 15.1% of total revenue, respectively, for the
three-month and six-month periods ended June 30, 2008 compared to the
corresponding periods in 2007. These decreases in net income were primarily the
result of the decrease in total revenue, partially offset by the decrease in
operating expenses.
Liquidity and Capital Resources
-------------------------------
The Company's strategy is to grow its business by continuing to focus on
franchising non-traditional locations and by franchising in traditional
locations partially through the use of Area Developers. This strategy does not
require significant capital.
As a result of the Company's strategy, cash flow generated from operations and
the anticipated growth in Franchise Agreements and Area Development Agreements
in the future, the Company believes it will have sufficient cash flow to meet
its obligations and to carry out its current business plan.
On February 4, 2008, the Company and certain of its subsidiaries, entered into a
First Amendment to Loan Agreement (the "Amendment") with Wells Fargo Bank, N.A.
that amended the existing Loan Agreement dated August 25, 2005, between the
Company and Wells Fargo (the "Loan Agreement"). Under the Amendment, Wells Fargo
loaned the Company an additional $3.0 million. The Amendment also reduced the
interest rate applicable to amounts borrowed under the Loan Agreement from LIBOR
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plus 4% per annum 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. Finally,
the Amendment provides that the Company may repurchase shares of its common
stock in such amounts and on such terms as are approved by the Company's board
of directors from time to time, provided the aggregate purchase price of such
repurchased shares shall not exceed $3.0 million. The Board has not yet approved
any such share repurchases.
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 $4.2 million as of
February 6, 2008), at an annual interest rate of 8.20%. This swap contract
replaces the previously existing swap contract that fixed the interest rate on
$3,000,000 of the outstanding principal balance under the Loan Agreement at an
annual interest rate of 8.83% at the time it was replaced.
The Company does not anticipate that any of the recently issued Statement of
Financial Accounting Standards will have a material impact on its Statement of
Operations or its Balance Sheet.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's exposure to interest rate risk relates primarily to its
variable-rate debt. As of June 30, 2008, the Company had outstanding
interest-bearing debt in the aggregate principal amount of $7,875,000. The
Company's current borrowings are at a monthly variable rate tied to the London
Interbank Offered Rate ("LIBOR") plus 3.75% per annum adjusted on a monthly
basis. To mitigate interest rate risk, the Company purchased a 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 8.20%. Based upon the
principal balance outstanding at June 30, 2008, for each 1.0% increase in LIBOR,
the Company would incur increased interest expense of approximately $36,000 over
the succeeding twelve-month period.
ITEM 4. Controls and Procedures
Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no changes in internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
Kari Heyser, Fred Eric Heyser and Meck Enterprises, LLC, et al v. Noble Roman's,
Inc. et al was filed in Superior Court in Hamilton County, Indiana on June 19,
2008 (Cause No. 29D01 0806 PL 739). The Plaintiffs in the case are eight former
franchisees and two existing franchisees of the dual-branded traditional
franchise of the Company. The Defendants are the Company, Paul W. and A. Scott
Mobley, Troy Branson, Mitch Grunat, CIT Small Business Lending Corporation and
PNC Bank. The
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Plaintiffs all allege that they purchased traditional franchises as a result of
certain fraudulent representations by the Defendants and the omission of certain
material facts regarding the franchises and seek compensatory and punitive
damages. The Defendants have filed a Motion to Dismiss the lawsuit. In addition,
the Company has filed a Counter-Claim for Damages, Preliminary Injunction and
Permanent Injunction against all ten of the Plaintiffs. In addition, the Company
filed a Motion for Preliminary Injunction against the eight Plaintiffs that are
former franchisees. Although litigation is inherently uncertain, the Company
believes that it has strong and meritorious legal and factual defenses to these
claims and will vigorously defend its interests in this case.
The Company, from time to time, is involved in various litigation relating to
claims arising out of its normal business operations.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 17.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOBLE ROMAN'S, INC.
Date: By: /s/ Paul W. Mobley
--------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
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Index to Exhibits
Exhibit
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3.1 Amended Articles of Incorporation of the Registrant, filed as an exhibit
to the Registrant's Amendment No. 1 to the Post Effective Amendment No. 2
to Registration Statement on Form S-1 filed July 1, 1985 (SEC File
No.2-84150), is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently in effect,
filed as an exhibit to the Registrant's Registration Statement on Form
S-18 filed October 22, 1982 and ordered effective on December 14, 1982
(SEC File No. 2-79963C), is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the Registrant
effective February 18, 1992 filed as an exhibit to the Registrant's
Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered
effective on October 26, 1993, is incorporated herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the Registrant
effective May 11, 2000, filed as Annex A and Annex B to the Registrant's
Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated
herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the Registrant
effective April 16, 2001 filed as Exhibit 3.4 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 2005, is incorporated
herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the Registrant
effective August 23, 2005, filed as Exhibit 3.1 to the Registrant's
current report on Form 8-K filed August 29, 2005, is incorporated herein
by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the
Registrant's Registration Statement on Form S-18 filed October 22, 1982
and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is
incorporated herein by reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the Registrant's
current report on Form 8-K filed August 29, 2005, is incorporated herein
by reference.
10.1 Employment Agreement with Paul W. Mobley dated November 15, 1994 filed as
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005, is incorporated herein by reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15, 1994 filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005, is incorporated herein by reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8 filed
November 29, 1994 (SEC File No. 33-86804), is incorporated herein by
reference.
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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 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 Exhibit 10.7 to the
Registrant's Registration Statement on Form S-1 (SEC file No. 333-133382)
filed April 19, 2006, is incorporated herein by reference.
21.1 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.
31.1 C.E.O. and C.F.O. Certification under Rule 13a-14(a)/15d-15(e).
32.1 C.E.O. and C.F.O. Certification under Section 1350.
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