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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 15, 2012
NOBLE ROMAN'S, INC.
(Exact name of Registrant as specified in its charter)
Indiana 0-11104 35-1281154
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Company's telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On May 15, 2012, Noble Roman's, Inc. (the "Company") and certain of its
subsidiaries entered into a Credit Agreement (the "New Loan") with BMO Harris
Bank N.A. ("BMO Harris"). The New Loan is a four-year, secured term loan in the
original principal amount of $5 million, maturing on May 15, 2016. Principal of
the New Loan is payable in equal monthly payments over the 48-month term of the
loan. The New Loan bears interest at a variable rate based on LIBOR, plus 4% per
annum (currently totaling 4.25%). In addition, the Company has also agreed to:
(i) prepay principal annually in an amount equal to 75% of its Excess Cash Flow,
(ii) prepay principal with any proceeds from issuance of debt or equity
securities, (iii) prepay the amount of proceeds of certain asset sales, except
in the ordinary course of business, in excess of $250,000 in the aggregate, and
(iv) prepay certain amounts received in connection with a lawsuit in which the
Company is a counterclaim plaintiff. The Company's obligations under the New
Loan are secured by security interests in all of the Company's personal property
and a limited guaranty by Paul Mobley, the Company's Chairman and CEO, which
shall not exceed $1.2 million. The New Loan contains customary representations
and warranties, as well as financial covenants of a maximum total leverage ratio
and a minimum fixed charge coverage ratio.
The Company utilized the proceeds to repay the existing note to Wells Fargo
Bank in the approximate amount of $3.4 million, to repay the note payable to an
officer of the Company in the approximate amount of $1.3 million, and to pay
other costs related thereto. The annual interest rate on the Wells Fargo Bank
loan was LIBOR plus 4.25%, which was scheduled to increase to LIBOR plus 7.25%
on July 1, 2012, and annual interest on the note payable to the officer was 8%.
In addition, the existing interest rate swap contract, which the Company entered
into in February 2008, was terminated, which fixed the rate on 50% of the
principal balance of the Wells Fargo loan at an annual interest rate of 8.2%.
Accordingly, the refinancing significantly lowered the Company's effective
interest rate on its outstanding debt.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
None.
The Company will post this Form 8-K on its Internet website at
www.nobleromans.com. References to the Company's website address are included in
this Form 8-K only as inactive textual references and the Company does not
intend them to be active links to its website. Information contained on the
Company's website does not constitute part of this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 17, 2012
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
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Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer