United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 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.
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 November 6, 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 September 30, 2008 (unaudited) Page 3
Condensed consolidated statements of operations for the three
months and nine months ended September 30, 2007 and 2008
(unaudited) Page 4
Condensed consolidated statements of changes in stockholders'
equity for the year ended December 31, 2007 and nine months
ended September 30, 2008 (unaudited) Page 5
Condensed consolidated statements of cash flows for the
nine months ended September 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, September 30,
2007 2008
----------- -----------
Current assets:
Cash $ 832,207 $ 1,515,046
Accounts and notes receivable (net of allowances of $106,712 as of
December 31, 2007 and September 30, 2008) 1,770,994 2,275,089
Inventories 310,362 365,500
Assets held for resale 643,915 2,106,615
Prepaid expenses 175,022 405,673
Current portion of long-term notes receivable 133,736 -
Deferred tax asset - current portion 1,971,875 1,050,500
----------- -----------
Total current assets 5,838,111 7,718,423
----------- -----------
Property and equipment:
Equipment 1,289,795 1,410,146
Leasehold improvements 107,729 110,527
----------- -----------
1,397,524 1,520,673
Less accumulated depreciation and amortization 755,987 835,311
----------- -----------
Net property and equipment 641,537 685,362
Deferred tax asset (net of current portion) 9,106,008 9,501,132
Other assets including long-term portion of notes receivable net of
valuation allowances of $550,000 as of December 31, 2007 and
September 30, 2008 1,883,644 2,157,434
----------- -----------
Total assets $17,469,300 $20,062,351
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 532,263 $ 216,021
Current portion of long-term note payable 1,500,000 1,500,000
----------- -----------
Total current liabilities 2,032,263 1,716,021
----------- -----------
Long-term obligations:
Note payable to bank (net of current portion) 4,125,000 6,000,000
----------- -----------
Total long-term liabilities 4,125,000 6,000,000
----------- -----------
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 September 30, 2008) 22,905,617 22,967,908
Preferred stock (5,000,000 shares authorized and 20,625 issued and
outstanding as of December 31, 2007 and September 30, 2008) 800,250 800,250
Accumulated deficit (12,393,830) (11,421,828)
----------- -----------
Total stockholders' equity 11,312,037 12,346,330
----------- -----------
Total liabilities and stockholders' equity $17,469,300 $20,062,351
=========== ===========
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2007 2008 2007 2008
---------- ---------- ---------- ----------
Royalties and fees $2,679,313 $1,825,168 $8,051,953 $5,760,253
Administrative fees and other 18,581 10,880 55,567 44,752
Restaurant revenue 261,428 375,907 787,288 1,179,427
---------- ---------- ---------- ----------
Total revenue 2,959,322 2,211,955 8,894,808 6,984,432
---------- ---------- ---------- ----------
Operating expenses:
Salaries and wages 422,161 344,763 1,221,773 1,074,862
Trade show expense 138,197 121,814 412,030 366,598
Travel expense 172,328 109,940 374,089 332,572
Sales commissions 108,988 12,022 466,567 56,135
Other operating expenses 253,909 225,253 701,255 697,784
Restaurant expenses 240,311 363,638 729,743 1,127,858
Depreciation and amortization 24,359 21,060 70,066 70,265
General and administrative 400,735 400,955 1,249,151 1,243,807
---------- ---------- ---------- ----------
Operating income 1,198,334 612,510 3,670,134 2,014,551
Interest and other expense 163,237 150,678 503,962 466,753
---------- ---------- ---------- ----------
Income before income taxes 1,035,097 461,832 3,166,172 1,547,798
Income tax expense 341,442 157,023 1,066,006 526,251
---------- ---------- ---------- ----------
Net income 693,655 304,809 2,100,166 1,021,547
Cumulative preferred dividends 34,864 16,455 110,481 49,545
---------- ---------- ---------- ----------
Net income available to common
stockholders $ 658,791 $ 288,354 $1,989,685 $ 972,002
========== ========== ========== ==========
Earnings per share- basic:
Net income $ .04 $ .02 $ .12 $ .05
Net income available to common stockholders $ .04 $ .02 $ .12 $ .05
Weighted average number of common shares
outstanding 18,208,358 19,212,499 17,301,043 19,203,647
Diluted earnings per share:
Net income $ .03 $ .02 $ .10 $ .05
Weighted average number of common shares
outstanding 21,100,540 19,937,218 20,193,225 19,928,366
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in
Stockholders' Equity
(Unaudited)
Preferred Common Stock Accumulated
Stock Shares Amount Deficit Total
--------- ---------- ----------- ------------ ----------
Balance at December 31, 2007 $ 800,250 19,187,449 $22,905,617 $(12,393,830) $11,312,037
Net income for nine months ended
September 30, 2008 1,021,547 1,021,547
Cumulative preferred dividends (49,545) (49,545)
Amortization of value of employee
stock options 37,341 37,341
Exercise of employee stock options 15,000 12,450 12,450
Exercise of warrants - 10,000 12,500 - 12,500
--------- ---------- ----------- ------------ -----------
Balance at September 30, 2008 $ 800,250 19,212,449 $22,967,908 $(11,421,828) $12,346,330
========= ========== =========== ============ ===========
See accompanying notes to condensed consolidated financial statements.
5
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
OPERATING ACTIVITIES September 30,
2007 2008
---------- ----------
Net income $2,100,166 $1,021,547
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 141,379 146,410
Deferred federal income taxes 1,066,006 526,251
Changes in operating assets and liabilities:
Increase in:
Accounts and notes receivable (607,486) (504,094)
Inventories (6,255) (55,138)
Prepaid expenses (306,596) (230,651)
Other assets (56,095) (130,060)
Decrease in:
Accounts payable (49,236) (277,764)
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,281,883 496,501
---------- ----------
INVESTING ACTIVITIES
Purchase of property and equipment (98,851) (123,149)
Assets held for resale (21,410) (1,451,373)
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (120,261) (1,574,522)
---------- ----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (682,604) (198,304)
Payment of cumulative preferred dividends (110,481) (49,545)
Payment of principal on outstanding debt (1,125,000) (1,125,000)
Payments received on long-term notes receivable 139,510 133,735
Proceeds from additional bank borrowings - 2,975,024
Proceeds from the exercise of stock options and warrants 227,821 24,950
---------- ----------
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES (1,550,754) 1,760,860
---------- ----------
Increase in cash 610,868 682,839
Cash at beginning of period 920,590 832,207
---------- ----------
Cash at end of period $1,531,458 $1,515,046
========== ==========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 465,132 $ 430,272
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
nine-month period ended September 30, 2008 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2008.
Note 2 - Approximately $58,000 and $296,500 are included in royalty and fee
income for the three-month and nine-month periods ended September 30, 2008,
respectively, and approximately $320,000 and $1,076,000 are included in the
three-month and nine-month periods ended September 30, 2007, respectively, for
initial franchise fees. Approximately $106,610 and $313,682, and approximately
$214,949 and $659,308 are included in royalty and fee income for the three-month
and nine-month periods ended September 30, 2008 and 2007, respectively, for
equipment commissions. In addition, included in royalties and fees were
approximately $0 and $104,825, and $316,000 and $1,372,000, in the
three-month and nine-month periods ended September 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 $1,660,558 and $5,045,426, and $1,828,364 and $4,944,645 for the
three-month and nine-month periods ended September 30, 2008 and 2007,
respectively. During the three-month and nine-month periods ended September 30,
2008, 22 and 62, respectively, franchised units were opened. During the
three-month and nine-month periods ended September 30, 2008, 22 and 52,
respectively, franchised units were 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 and nine-month periods ended September
30, 2008:
Three-Months Ended September 30, 2008
Per-Share
Income Shares Amount
---------- ------------ ----------
(Numerator) (Denominator)
Net income $ 304,809 19,212,499 $ .02
Less preferred stock dividends (16,455)
---------
Earnings per share - basic
Income available to common stockholders 288,354 .02
Effect of dilutive securities
Warrants 324,779
Options 33,274
Convertible preferred stock 16,455 366,666
--------- ----------
Diluted earnings per share
Net income $ 304,809 19,937,218 $ .02
7
Nine-Months Ended September 30, 2008
Per-Share
Income Shares Amount
---------- ------------ ----------
(Numerator) (Denominator)
Net income $1,021,547 19,203,647 $ .05
Less preferred stock dividends (49,545)
----------
Earnings per share - basic
Income available to common stockholders 972,002 .05
Effect of dilutive securities
Warrants 324,779
Options 33,274
Convertible preferred stock 49,545 366,666
---------- ----------
Diluted earnings per share
Net income $1,021,547 19,928,366 $ .05
Note 4 - 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 in June 2008. The Plaintiffs in the
case are Kari and Fred Heyser and Meck Enterprises, LLC, Shawn and Jamie White
and Casual Concepts of Texas, LLC, Afifa Abdelmalek and St. Markorios
Corporation, Robert and Kathleen Hopkins and Withmere Restaurants, LLC, John and
Mariann Dunn and D & G Restaurant, LLC, Jason Clark and Nican Enterprises, LLC,
Thomas A. Brintle and Noble Roman's Mt. Airy 100, LLC, Marikate and Paul Morris
and Kapza, Inc., Kim Neal and Mopan Commerce, Inc., and Collett Eugene
Harrington and Sazzip, LLC. The Defendants are the Company, Paul W. and A. Scott
Mobley, Troy Branson, Mitch Grunat, CIT Small Business Lending Corporation and
PNC Bank. The 10 Plaintiffs in the case are all former franchisees of the
Company. The Plaintiffs 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 filed a Motion To Dismiss the lawsuit in lieu
of an answer to the Complaint. As a result, the Plaintiffs sought leave from the
Court to file a First Amended Complaint, which the Court granted allowing the
Plaintiffs until October 29, 2008 to file an Amended Complaint. Subsequently,
the Plaintiffs filed a Motion For Extension Of Time, which the Court granted, to
file the Amended Complaint until November 15, 2008. 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 has not yet filed an
answer to the Complaint in the case and no substantive discovery has yet
commenced.
The Company filed a Counter-Claim for Damages against all ten of the Plaintiffs
and Preliminary Injunction and Permanent Injunction against nine of the
Plaintiffs. In addition, the Company filed a Motion For Preliminary Injunction
against nine of the Plaintiffs, all of which are former franchisees and the
Preliminary Injunction was granted on October 7, 2008. The nine Plaintiffs were
ordered to comply within seven days for the majority of actions required by the
injunction and within 14 days for the remainder. None of the Plaintiffs fully
complied with the Court's Order and the Company believes several of them only
minimally complied. Defendants are in the process of filing a motion to require
full compliance, to show cause why they should not be held in contempt and for
attorney's fees as sanctions.
8
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",
"Tuscano's Italian Style Subs" and "Noble Roman's Bistro". These concepts'
hallmarks include high quality products, simple operating systems, labor
minimizing operations, attractive food costs and overall affordability.
Noble Roman's Pizza
-------------------
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been designed with a view to
produce superior results. Here are a few of the differences that we believe make
our product unique:
o Crust made with only specially milled flour with above average protein and
yeast.
o Fresh packed, uncondensed sauce made with secret spices, parmesan cheese
and vine-ripened tomatoes.
o 100% real cheese blended from mozzarella and Muenster, with no soy
additives or extenders.
o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
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
9
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.
Noble Roman's Bistro
--------------------
Noble Roman's Bistro is a new, additional service system specifically designed
for non-traditional venues such as convenience stores, entertainment facilities,
universities, hospitals, bowling centers and other high traffic facilities. The
Bistro incorporates all of the ingredient qualities described above for Noble
Roman's Pizza, and retains simplicity by using largely ready-to-use ingredients
that require only final assembly and baking on site. It features the new
SuperSlice pizza, one-fourth of a large pizza, along with hot entrees such as
chicken parmesan, baked penne casseroles, breadsticks and calzones plus fresh
salads and snacks. The Bistro is also available with an optional breakfast
expansion menu featuring hot plate combos with scrambled eggs, bacon, sausage,
breakfast potatoes, pancakes, French toast sticks, biscuits and gravy and
biscuit sandwiches. Customers move along the food display counter and are served
to order as they go.
Business Strategy
The Company's business strategy can be summarized as follows:
Intensify Focus on Sales of Non-Traditional Franchises. With increasing
indications of a very weak retail economy, and with the severe dislocations in
the lending markets, the Company believes that it has a unique opportunity for
increasing unit growth and revenue within its non-traditional venues such as
hospitals, military bases, universities, convenience 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 are often sold
into pre-existing facilities as a service and/or revenue enhancer for the
underlying business. Through focusing on non-traditional franchise expansion,
the Company will still seek to capitalize on other franchising opportunities as
they present themselves.
To augment the Company's sales opportunities within non-traditional venues, it
recently developed the Noble Roman's Bistro service system described above. As
an addition to the current service systems offered in its Noble Roman's Pizza
and Tuscano's Italian Style Subs concepts, the Bistro is designed to appeal to
additional types of businesses and operational objectives with its fresh food
display and serve-to-order serving system. Though sometimes presented or
packaged differently, the vast majority of the menu selections are comprised of
ingredients already utilized in Noble Roman's Pizza and Tuscano's Italian Style
Subs, thereby leveraging the Company's simple systems, distribution and
purchasing power.
With the intensified focus on non-traditional franchising, the Company's
requirements for overhead and operating cost will be substantially less. In
addition, the Company plans to discontinue operating restaurants which will also
substantially reduce the Company's requirements for overhead and operating cost.
However, the Company does intend to continue operating the two locations that it
uses for testing and demonstration purposes and intends to sell the excess
restaurants to be operated as franchises. This change will allow for a more
complete focus on selling and servicing franchises to take full advantage of the
unique opportunity the Company believes it has for increased unit growth in
non-traditional. After making these changes, according to the Company's plan, it
is anticipated that the Company will generate cash flow of approximately $3.6
million, before principal payments on debt of $1.5 million in 2009 and net
income for 2009 of approximately $2.3 million, or $.12 per basic share.
10
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 nine-month periods ended September 30, 2007 and 2008,
respectively.
Three Months Ended Nine Months Ended
September 30, September 30,
2007 2008 2007 2008
-------- -------- -------- --------
Royalties and fees 90.6 % 82.5 % 90.5 % 82.5 %
Administrative fees and other .6 .5 .6 .6
Restaurant revenue 8.8 17.0 8.9 16.9
----- ----- ----- -----
Total revenue 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Salaries and wages 14.3 15.6 13.7 15.4
Trade show expense 4.7 5.5 4.6 5.2
Travel expense 5.8 5.0 4.2 4.8
Sales commissions 3.7 .5 5.2 .8
Other operating expense 8.6 10.2 7.9 10.0
Restaurant expenses 8.1 16.4 8.3 16.1
Depreciation and amortization .8 1.0 .8 1.0
General and administrative 13.5 18.1 14.0 17.9
----- ----- ----- -----
Operating income 40.5 % 27.7 % 41.3 % 28.8 %
Interest and other expense 5.5 6.8 5.7 6.7
----- ----- ----- -----
Income before income taxes 35.0 20.9 35.6 22.1
Income tax expense 11.5 7.1 12.0 7.5
----- ----- ----- -----
Net income 23.5 % 13.8 % 23.6 % 14.6 %
===== ===== ===== =====
11
Results of Operations
---------------------
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-Month and Nine-Month Periods Ended September 30,
2007 and 2008
Total revenue decreased from $2,959,322 to $2,211,955 and from $8,894,808 to
$6,987,432 for the three-month and nine-month periods ended September 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 nine-month periods ended
September 30, 2008 compared to the corresponding periods in 2007. This decline
in initial fees was the result of refocusing our growth strategy to take a more
disciplined approach to Area Development Agreements and the poor economic
environment as to franchise fees and equipment commissions.
Initial franchise fees of approximately $58,000 and $296,500 were included in
royalty and fee income for the three-month and nine-month periods ended
September 30, 2008, respectively, and approximately $320,000 and $1,076,000 were
included in the three-month and nine-month periods ended September 30, 2007,
respectively. Equipment commissions of approximately $106,610 and $313,682, and
approximately $214,949 and $659,308 were included in royalty and fee income for
the three-month and nine-month periods ended September 30, 2008 and 2007,
respectively. We did not generate any fees from sales of Area Development
Agreements in the third quarter of 2008, while such fees included in royalties
and fees were approximately $104,825 in the nine-month period ended September
30, 2008 and $316,000 and $1,372,000, in the three-month and nine-month periods
ended September 30, 2007, respectively. Royalty and fee income, less initial
franchise fees, equipment commissions and area development fees were $1,660,558
and $5,045,426, and $1,828,364 and $4,944,645 for the three-month and nine-month
periods ended September 30, 2008 and 2007, respectively.
Restaurant revenues increased from approximately $261,428 to $375,907 and
$787,288 to $1,179,427 for the three-month and nine-month periods ended
September 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 nine-month periods
ended September 30, 2008 than in the corresponding periods in 2007.
Prior to December 31, 2008 the Company plans to discontinue operating any
restaurants, except for the two restaurants that the Company operates for
testing and demonstration purposes, which may result in the Company incurring a
loss on disposition of the assets held for resale.
Salaries and wages increased from 14.3% of total revenue to 15.6% of total
revenue and from 13.7% of total revenue to 15.4% of total revenue, respectively,
for the three-month and nine-month periods ended September 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
$422,161 to $344,763 and from $1,221,773 to $1,074,862 for the three-month and
nine-month periods ended September 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 and is currently taking
action to further reduce salaries and wages for 2009.
Trade show expenses increased from 4.7% of total revenue to 5.5% of total
revenue and 4.6% of total revenue to 5.2% of total revenue, respectively, for
the three-month and nine-month periods ended September 30, 2008 compared to the
corresponding periods in 2007. These increases were the result
12
of the decrease in revenue, while the actual amount of trade show expense
decreased slightly in both the three-month and nine-month periods in 2008
compared to 2007.
Travel expenses decreased from 5.8% of total revenue to 5.0% of total revenue
and for the three-month period ended September 30, 2008 compared to the
corresponding period in 2007. Travel expenses increased from 4.2% of total
revenue to 4.8% of total revenue for the nine-month period ended September 30,
2008 compared to the corresponding period in 2007. This increase was the result
of a decrease in revenue as described above. The actual amount of travel
expenses decreased $172,328 to $109,940 and from $374,089 to $332,572 for the
three-month and nine-month periods ended September 30, 2008 compared to the
corresponding periods in 2007. The primary reason for the decrease in travel
expense was opening fewer units, thus using fewer franchise managers, and
shorter visits because of not as much training for new franchise openings.
Sales commissions decreased from 3.7% of total revenue to .5% of total revenue
and 5.2 % of total revenue to .8% of total revenue, respectively, for the
three-month and nine-month periods ended September 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 8.6%
of total revenue to 10.2% of total revenue and 7.9% of total revenue to 10.0% of
total revenue, respectively, for the three-month and nine-month periods ended
September 30, 2008 compared to the corresponding periods in 2007. These
increases were primarily the result of the decrease in revenue. Actual operating
expenses decreased from $253,909 to $225,253 and from $701,255 to $697,784,
respectively, for the three-month and nine-month periods ended September 30,
2008 compared to the corresponding periods in 2007.
Restaurant expenses increased as a percentage of total revenue from 8.1% of
total revenue to 16.4% of total revenue and 8.3% of total revenue to 16.1% of
total revenue, respectively, for the three-month and nine-month periods ended
September 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 13.5% of total revenue to 18.1% of total revenue and 14.0% of total revenue
to 17.9% of total revenue, respectively, for the three-month and nine-month
periods ended September 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 remained approximately the same
in both the three-month and nine-month periods ended September 30, 2008 compared
to the corresponding periods in 2007.
Operating income decreased as a percentage of total revenue from 40.5% of total
revenue to 27.7% of total revenue and 41.3% of total revenue to 28.8% of total
revenue, respectively, for the three-month and nine-month periods ended
September 30, 2008 compared to the corresponding periods in 2007. The primary
reason for these decreases was the decrease in total revenue. Actual operating
expenses, excluding restaurant expenses, decreased by approximately $284,870 and
$652,908 for the three-month and nine-month periods ended September 30, 2008
compared to the corresponding periods in 2007.
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Interest expense increased as a percentage of total revenue from 5.5% of total
revenue to 6.8% of total revenue and 5.7% of total revenue to 6.7% of total
revenue, respectively, for the three-month and nine-month periods ended
September 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 nine-month periods ended
September 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 12 months.
Net income decreased from 23.5% of total revenue to 13.8% of total revenue and
23.6% of total revenue to 14.6% of total revenue, respectively, for the
three-month and nine-month periods ended September 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 concentrating largely on
franchising new non-traditional locations. The Company recently increased its
focus on selling additional franchises for non-traditional locations and created
the Noble Roman's Bistro as an attempt to broaden the appeal to additional types
of locations and operations, and to accelerate the non-traditional growth. In
addition, the Company plans to discontinue operating any restaurants except for
the two locations the Company intends to operate for testing and demonstration
purposes. This change will allow the Company to significantly reduce operating
expenses and overhead. This strategy does not require significant capital.
In order to intensify focus on non-traditional franchising and get the Company
out of operating restaurants, the Company intends to sell the excess restaurants
to be operated as a franchise. After making these changes and reducing the
overhead, according to the Company's plan, it is anticipated that the Company
will generate cash flow of approximately $3.6 million, before principal payments
on debt of $1.5 million in 2009 and net income for 2009 of approximately $2.3
million, or $.12 per basic share. The Company does not plan any significant
capital expenditures in 2009.
As a result of the Company's strategy and cash flow generated from operations in
the future, the Company believes it will have sufficient cash flow to meet its
obligations and to carryout 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
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.
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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 September 30, 2008, the Company had outstanding
interest-bearing debt in the aggregate principal amount of $7,500,000. 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 until August 1, 2013, the maturity of the variable-rate
debt, at an annual interest rate of 8.20%. Based upon the principal balance
outstanding at September 30, 2008, for each 1.0% increase in LIBOR, the Company
would incur increased interest expense of approximately $35,000 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.
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 in June 2008. The Plaintiffs in the case are
Kari and Fred Heyser and Meck Enterprises, LLC, Shawn and Jamie White and Casual
Concepts of Texas, LLC, Afifa Abdelmalek and St. Markorios Corporation, Robert
and Kathleen Hopkins and Withmere Restaurants, LLC, John and Mariann Dunn and D
& G Restaurant, LLC, Jason Clark and Nican Enterprises, LLC, Thomas A. Brintle
and Noble Roman's Mt. Airy 100, LLC, Marikate and Paul Morris and Kapza, Inc.,
Kim Neal and Mopan Commerce, Inc., and Collett Eugene Harrington and Sazzip,
LLC. The Defendants are the Company, Paul W. and A. Scott Mobley, Troy Branson,
Mitch Grunat, CIT Small Business Lending Corporation and PNC Bank. The 10
Plaintiffs in the case are all former franchisees of the Company. The Plaintiffs
allege that they purchased traditional franchises as a result of certain
fraudulent representations by the Defendants and
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the omission of certain material facts regarding the franchises and seek
compensatory and punitive damages. The Defendants filed a Motion To Dismiss the
lawsuit in lieu of an answer to the Complaint. As a result, the Plaintiffs
sought leave from the Court to file a First Amended Complaint, which the Court
granted allowing the Plaintiffs until October 29, 2008 to file an Amended
Complaint. Subsequently, the Plaintiffs filed a Motion For Extension of Time,
which the Court granted, to file the Amended Complaint until November 15, 2008.
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 has not yet filed an answer to the Complaint in the case and no
substantive discovery has yet commenced.
The Company filed a Counter-Claim for Damages against all ten of the Plaintiffs
and Preliminary Injunction and Permanent Injunction against nine of the
Plaintiffs. In addition, the Company filed a Motion For Preliminary Injunction
against nine of the Plaintiffs, all of which are former franchisees and the
Preliminary Injunction was granted on October 7, 2008. The nine Plaintiffs were
ordered to comply within seven days for the majority of actions required by the
injunction and within 14 days for the remainder. None of the Plaintiffs fully
complied with the Court's Order and the Company believes several of them only
minimally complied. Defendants are in the process of filing a motion to require
full compliance, show cause why they should not be held in contempt and for
attorney's fees as sanctions.
The Company, from time to time, is involved in other litigation relating to
claims arising out of its normal business operations. The Company has no other
litigation against it at the current time.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 17.
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: November 10, 2008 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
-------
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.
18