U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark one)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934 for the fiscal year ended December 31, 2006.
Transition Report Pursuant to Section 13 or 15 (d) of the Securities
----- Exchange Act of 1934 for the transition period from ______ to______.
Commission file number 0-11104
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices)
Registrant's telephone number: (317) 634-3377
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes No X
--- ---
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X
--- ---
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
---- --- ---
1
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No X
--- ---
The aggregate market value of the common stock held by non-affiliates
of the registrant as of June 30, 2006, the last business day of the registrant's
most recently completed second fiscal quarter, based on the closing price of the
registrant's common shares on such date was $20,093,119.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 16,742,688 shares of
common stock as of April 20, 2007.
Documents Incorporated by Reference: None.
2
NOBLE ROMAN'S, INC.
FORM 10-K
Year Ended December 31, 2006
Table of Contents
Item #
in Form 10-K Page
PART III
10. Directors and Executive Officers of the Registrant 4
11. Executive Compensation 6
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 12
13. Certain Relationships and Related Transactions 15
14. Principal Accounting Fees and Services 16
PART IV
15. Exhibits, Financial Statements Schedules 16
3
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this "Amendment") amends Noble
Roman's, Inc.'s (the "Company's") Annual Report on Form 10-K for the year ended
December 31, 2006, originally filed with the Securities and Exchange Commission
on March 14, 2007 (the "Original Filing"). We are refiling Part III to include
information required by Items 10, 11, 12, 13 and 14 because we will not file a
definitive proxy statement within 120 days after the end of our year ended
December 31, 2006. Accordingly, reference to our Proxy Statement on the cover
page has been deleted. In addition, pursuant to the rules of the Securities and
Exchange Commission, we are including with this Amendment certain currently
dated certifications.
Except as described above, no other changes have been made to the
Original Filing. Except as expressly stated otherwise, this Amendment continues
to speak as of the date of the Original Filing, and we have not updated the
disclosures contained therein to reflect any events that occurred subsequent to
the date of the Original Filing. The filing of this Form 10-K/A is not a
representation that any statements contained in items of Form 10-K other than
Part III, Items 10 through 14 are true or complete as of any date subsequent to
the Original Filing.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are:
Name Age Positions with the Company
---- --- --------------------------
Paul W. Mobley 66 Chairman of the Board, Chief Executive
Officer, Chief Financial Officer
and Director
A. Scott Mobley 43 President, Secretary and Director
Douglas H. Coape-Arnold 61 Director
Troy Branson 43 Executive Vice President of Franchising
Mitchell Grunat 54 Vice President of Franchise Services
Michael B. Novak 49 Vice President of Product Development,
Purchasing and Distribution
The executive officers of the Company serve at the discretion of the
Board of Directors and are elected at the annual meeting of the Board. Directors
serve one-year terms or until their successors are elected and qualified. The
following is a brief description of the previous business background of the
executive officers and directors:
Paul W. Mobley has been Chairman of the Board, Chief Executive Officer
and Chief Financial Officer since December 1991 and a Director since 1974. Mr.
Mobley was President of the Company from 1981 to 1997. From 1975 to 1987, Mr.
Mobley was a significant shareholder and president of a company which owned and
operated 17 Arby's franchise restaurants. From 1974 to 1978, he also served as
Vice President and Chief Operating Officer of the Company and from l978 to 1981
as Senior Vice President. He is the father of A. Scott Mobley. Mr. Mobley has a
B.S. in Business Administration from Indiana University and is a CPA. Mr. Mobley
is also a Director of Monroe Bancorp.
4
A. Scott Mobley has been President since October 1997 and a Director
since January 1992, and Secretary since February 1993. Mr. Mobley was Vice
President from November 1988 to October 1997 and from August 1987 until November
1988 served as Director of Marketing for the Company. Prior to joining the
Company Mr. Mobley was a strategic planning analyst with a division of Lithonia
Lighting Company. Mr. Mobley has a B.S. in Business Administration from
Georgetown University and an MBA from Indiana University. He is the son of Paul
W. Mobley.
Douglas H. Coape-Arnold was appointed a Director of the Company in May
1999. Mr. Coape-Arnold has been Managing General Partner of Geovest Capital
Partners, L.P. since January 1997, and was Managing Director of TradeCo Global
Securities, Inc. from May 1994 to December 2002. Mr. Coape-Arnold's prior
experience includes serving as Vice President of Morgan Stanley & Co., Inc. from
1982 to 1986, President & Chief Executive Officer of McLeod Young Weir
Incorporated from 1986 to 1988, and Senior Vice President of GE Capital's
Transportation & Industrial Funding Corp. from 1988 to 1991. Mr. Coape-Arnold is
a Chartered Financial Analyst.
Troy Branson, has been Executive Vice President of Franchising for the
Company since November 1997 and from 1992 to 1997, he was Director of Business
Development. Prior to joining the Company, Mr. Branson was an owner of
Branson-Yoder Marketing Group from 1987 to 1992, after graduating from Indiana
University where he received a B.S. in Business.
Mitchell Grunat, has been Vice President of Franchise Services for the
Company since August 2002. Prior to joining the Company, Mr. Grunat was Chief
Operating Officer of Lanter Eye Care from 2001 to 2002, Business Development
Officer for Midwest Bankers from 2000 to 2001, and Chief Operating Officer for
Tavel Optical Group from 1987 to 2000. Mr. Grunat has B.A. degree in English and
Philosophy from Muskingum College.
Michael B. Novak has been Vice President of Product Development,
Purchasing and Distribution since March 2006. Prior to joining the Company, Mr.
Novak was employed by Delco Foods, a regional food distributor from 2001 to
2006. Prior to Mr. Novak being employed by Delco Foods, he was employed by the
Company from 1984 to 2001 as a restaurant General Manager, Area Director of
Operations and Director of Product Development and Distribution.
Section l6(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Based solely on a review of the copies of reports of ownership and
changes in ownership of the Company's common stock, furnished to the Company, or
written representations that no such reports were required, the Company believes
that during 2006 all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934 were complied with.
* * *
Because no separate Audit Committee has been established, the Board of
Directors, as a whole, acts as the Audit Committee. Mr. Coape-Arnold is
qualified as an "Audit Committee Financial Expert."
5
The Company has adopted a code of ethics for its senior executive and
financial officers. The code of ethics can be obtained by contacting the
Company's executive office at the address set forth on the cover page of this
report.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Objectives of the Company's Compensation Program:
The Company's compensation policies, goals and objectives are designed to
provide competitive levels of compensation to the executive officers and to
reward certain officers, who can more directly affect the net income of the
Company, with incentives to increase net income. It is also believed that total
executive compensation generally should be higher for individuals with greater
responsibility and greater ability to influence the Company's achievements.
The Company has long-term employment contracts with the Chairman/CEO and with
the President of the Company, which guides the compensation level for those
individuals. These contracts were established a number of years ago in
connection with negotiations for financing transactions and with certain
significant shareholders at the time. They were established in such a way that
the compensation level increases over time.
The Company's President receives an incentive compensation to reward him for the
increase in net income over the previous year. The Company's Executive Vice
President-Franchising receives incentive compensation that rewards him based on
the net income from franchising activities of the Company.
The Company uses employee stock options to align certain employees with the
interest of its shareholders. In addition, the employee stock options add
additional incentive for longevity.
Oversight of Compensation Program:
The compensation program is supervised by the Board of Directors. The
compensation of the Chairman/CEO and the President of the Company has been set
by long-term contracts with those individuals. The compensation of other
executive officers of the Company is determined by the Chairman/CEO and
President and approved by the Company's Board of Directors. Other than the
Chairman/CEO and President, no other executive officer participates in the
compensation process.
Elements of Compensation and How Those Elements Are Designed:
Base Salary - The base salary is the essential element of the Company's
executive compensation. It is established to match the individual's
responsibilities and their ability to influence the Company's achievements and
to be competitive. The Company establishes an executive's initial base salary
with based upon a general knowledge of the base salaries paid to officers in
similar positions at companies that we believe compete with us for executive
talent. There is no set group of companies that has consistently been considered
by us in setting initial base salaries nor are there any formal guidelines as to
the relationship that the initial base salary of a newly hired executive should
have to the base salaries of similar executives in any other company or group of
companies.
6
Incentive Compensation - The Company does not have a formal non-equity incentive
compensation program. However, the Company enters into individual incentive
compensation arrangements with key employees from time to time. These
arrangements are intended to incentivize these employees and can be based on a
variety of different performance factors. We currently have these types of
arrangements with our President and with our Executive Vice
President-Franchising. These arrangements are designed to give the President and
Executive Vice President-Franchising additional incentive to increase the net
income of the Company and to reward them for that increase.
Employee Stock Options - The Company maintains an employee stock option plan for
our employees and officers that is designed to motivate the executive officers
to increase shareholder value and to allow executive officers to benefit from
increased shareholder value. Any employees or officers of the company are
eligible to be awarded options under the plan. The employee stock option plan
provides that any options issued pursuant to the plan will have a three-year
vesting period and will expire ten years after the date of grant. The vesting
period for exercising is intended to provide additional incentive for longevity
with the Company. Awards under the plan are periodically made at the discretion
of the Chairman/CEO and President and approved by the Board of Directors. The
employee stock option plan does not have a limit on the number of shares that
may be issued under the plan.
How the Company Determines the Amount of Each Element of Compensation:
The base salary of the Chairman/CEO and President of the Company is determined
by long-term contracts which provide for a 6% annual increase. The base salary
of other executive officers is determined by the Chairman/CEO and President
based on recent performance of each of the other executive officers. For fiscal
2006, our Chairman/CEO received a pay increase of $14,000, to $404,000 from his
base salary of $390,000 for fiscal 2005. The Chairman/CEO elected not to take
the full amount of base salary increase that was provided for in his employment
contract. Our President received a pay increase of $21,522, to $269,330 from his
base salary of $247,808 for fiscal 2005. Neither Messrs. Branson or Grunat
received any base salary increase for fiscal 2006. Mr. Branson's base salary was
$100,000 in both 2005 and 2006. Mr. Grunat's base salary was $156,000 in both
2005 and 2006.
Employee stock options are granted to executive officers based on recent
performance of those executive officers as determined by the Chairman/CEO and
President, and approved by the Board of Directors. The amount of gain realized
from prior compensation awards is not considered in setting current compensation
awards. In fiscal 2006, we granted options to purchase 25,000 shares to Mr. A.
Scott Mobley and options to purchase 10,000 shares to each of Mr. Branson and
Mr. Grunat. All of these options were granted at an exercise price of $2.30 per
share and vest over a three-year period.
The Company currently has a non-equity incentive arrangement with our President
under which he may earn additional compensation if the Company's net income
increases for a given fiscal year as compared to the immediately prior fiscal
year. For the purposes of this calculation we exclude any one-time gains or
gains or losses from discontinued operations. For fiscal 2006 our net income
increased from $1,562,196 to $1,895,427 under this calculation and our President
earned $33,323 of additional compensation for fiscal 2006.
The Company also currently has a non-equity incentive arrangement with our
Executive Vice President of Franchising under which he may earn additional
compensation. His compensation is based on 2.5% of all royalty and fee revenue
associated with franchising less the direct expenses of those activities
excluding any administrative cost. The net revenue for this activity under this
calculation for fiscal 2006 was $4,304,225,
7
therefore, our Executive Vice President of Franchising earned $107,606 of
additional compensation for fiscal 2006.
How Does Each Element of the Company's Decisions Regarding Compensation Fits
Into the Company's Overall Compensation Objectives:
The Company is relatively small and, accordingly, has determined that it has not
yet been necessary to establish a formal policy for allocating compensation
between long-term and current, or to establish a policy for allocating total
compensation between cash and non-cash. The only long-term compensation plan
that the Company has is the employee stock option plan.
Company Policies and Decisions Regarding the Adjustment or Recovery of the
Awards or Payments If the Relevant Company Performance Measures Upon Which They
are Based are Re-Stated or Otherwise Adjusted in a Manner that Would Reduce the
Size of an Award or Payment:
The Company has no policy providing for any recovery of awards or payments based
on performance.
Summary Compensation Table for 2006
-----------------------------------
The following table sets forth the cash and non-cash compensation for
each of the Company's last three years awarded to or earned by the Chief
Executive Officer and Chief Financial Officer and the three other highest paid
executive officers of the Company, the only executive officers whose total
compensation exceeded $100,000 for 2006.
Summary Compensation Table
--------------------------
Non-Equity
Incentive Option Total
Name and Principal Position Year Salary Compensation Awards(1) Compensation
Paul Mobley 2006 $404,000 $ -- $ -- $404,000
Chairman of the Board
A. Scott Mobley 2006 $269,330 $ 33,323 $ 11,610 $314,263
President and Secretary
Troy Branson 2006 $100,000 $107,606 $ 4,644 $212,250
Executive Vice President of Franchising
Mitchell Grunat 2006 $156,000 $ -- $ 4,644 $160,644
Vice President of Franchise Services
---------------
(1) All employee stock options grants were issued at a price equal to the
current market price of the shares on the date the options were granted. These
amounts represent the dollar amounts recognized for financial statement
reporting purposes in fiscal 2006 with respect to the option awards included in
the Company's consolidated financial statements for fiscal year 2006 per SFAS
123(R).
8
The Summary Compensation Table includes the grant date fair value for fiscal
2006 for stock options granted to the named executive officers under the
Company's employee stock option plan. The Company determines the grant date fair
value of stock options based on the principles described in Statement of
Financial Accounting Standards No. 123 (revised 2004) "Share-Based Payment"
(SFAS 123(R)).
The Company adopted SFAS 123(R) using the modified prospective method of
adoption, which does not require restatement of prior periods. Under the
modified prospective method, the Company is required to record compensation
expense for all awards granted after the date of adoption and for the unvested
portion of previously granted awards that remain outstanding at the date of
adoption, net of an estimate of expected forfeitures. Under SFAS 123(R),
compensation expense is based on the estimated fair values of stock options
determined on the date of grant and is recognized over the related vesting
period, net of an estimate of expected forfeitures. The amounts reported in the
Summary Compensation Table disregard adjustments based on any estimate of
expected forfeitures.
The Company estimates the fair value of its option awards on the date of grant
using the Black-Scholes option pricing model. The risk-free interest rate is
based on external data while all other assumptions are determined based on the
Company's historical experience with stock options. The following assumptions
were used for grants in fiscal year 2006:
Expected volatility 50%
Expected dividend yield None
Expected term (in years) 5
Risk-free interest rate 4.66%
The Company expects all stock options outstanding at December 31, 2006, to vest.
Grants of Plan-Based Awards for 2006
------------------------------------
All Other Option
Estimated Future Payouts under Awards: Number of Exercise or Grant Date
Non-Equity Incentive Plan Awards Securities Base Price of Fair Value
Underlying Option Awards of Option
Name Grant Date Threshold Target Maximum Options (#) ($/Sh) Awards ($)
Paul W. Mobley -- -- --
A. Scott Mobley 8/28/06 -- $ 33,323 (1) -- 25,000 $ 2.30 $28,250
Troy Branson 8/28/06 -- $107,606 (2) -- 10,000 $ 2.30 $11,300
Mitchell Grunat 8/28/06 10,000 $ 2.30 $11,300
(1) Represents non-equity incentive compensation paid to Mr. Mobley based on the
increase in fiscal year 2006 in the Company's net income from fiscal year 2005.
9
(2) Represents non-equity incentive compensation paid to Mr. Branson based on
royalty and fee income generated from franchise activities less expenses
directly relating to the franchise activity not including administrative
expense.
(3) The Company had no threshold or maximum amounts for the non-equity incentive
compensation for either Mr. Mobley or Mr. Branson.
The number of options granted to the President was determined by the
Chairman/CEO and approved by the Board of Directors. The number of options
granted to the other executive officers was determined by the Chairman/CEO and
President and approved by the Board of Directors. In considering whether or not
to issue options, many factors were taken into account such as individual
performance of the individuals receiving option grants, recent performance of
the Company, the progress of the Company relative to the Company's plans and the
overall performance of the Company's stock.
In determining the number of option grants, such factors as number of new
franchises awarded, overall profitability of the Company and achievement of the
Company's plans were all considered. There were no definitive benchmarks for the
award of options.
Employment Agreements
---------------------
Mr. Paul Mobley has an employment agreement with the Company which fixes his
base compensation at $425,000 per year for 2007, provides for reimbursement of
travel and other expenses incurred in connection with his employment, including
the furnishing of an automobile, health and accident insurance similar to that
provided other employees, and life insurance in an amount related to his base
salary. The initial term of the agreement is seven years and automatically
renews each year for a seven-year period unless the Board takes specific action
to not renew. The agreement is terminable by the Company for just cause as
defined in the agreement.
Mr. A. Scott Mobley has an employment agreement with the Company which fixes his
base compensation at $289,440 per year for 2007, provides for reimbursement of
travel and other expenses incurred in connection with his employment, including
the furnishing of an automobile, health and accident insurance similar to that
provided other employees, and life insurance in an amount related to his base
salary. The initial term of the agreement is five years and automatically renews
each year for a five-year period unless the Board takes specific action to not
renew. The agreement is terminable by the Company for just cause as defined in
the agreement.
Outstanding Equity Awards at Fiscal Year-End
--------------------------------------------
The following table sets forth information concerning the number of outstanding
equity awards of the executive officers named in the Summary Compensation Table
as of December 31, 2006.
10
----------------------------------------------------------------------------------------------------------------------
Option Awards
----------------------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Number of Securities
Unexercised Options (#) Underlying Unexercised Option Exercise Option Expiration
Name Exercisable Options (#) Unexercisable Price ($) Date
----------------------------------------------------------------------------------------------------------------------
Paul W. Mobley 10,000 $ 1.00 6/11/07
----------------------------------------------------------------------------------------------------------------------
20,000 $ .55 8/7/12
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
A. Scott Mobley 10,000 $ 1.00 6/11/07
----------------------------------------------------------------------------------------------------------------------
20,000 $ 1.45 12/1/10
----------------------------------------------------------------------------------------------------------------------
20,000 $ .55 8/7/12
----------------------------------------------------------------------------------------------------------------------
20,000 $ .83 12/22/14
----------------------------------------------------------------------------------------------------------------------
25,000 $ 2.30 8/28/16
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Troy Branson 5,000 $ 1.385 9/22/08
----------------------------------------------------------------------------------------------------------------------
15,000 $ 1.46 2/10/10
----------------------------------------------------------------------------------------------------------------------
20,000 $ 1.45 12/1/10
----------------------------------------------------------------------------------------------------------------------
15,000 $ .55 8/7/12
----------------------------------------------------------------------------------------------------------------------
15,000 $ .83 12/22/14
----------------------------------------------------------------------------------------------------------------------
10,000 $ 2.30 8/28/16
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Mitchell Grunat 10,000 $ .89 7/1/13
----------------------------------------------------------------------------------------------------------------------
10,000 $ .83 12/22/14
----------------------------------------------------------------------------------------------------------------------
10,000 $ 2.30 8/28/16
----------------------------------------------------------------------------------------------------------------------
All options listed above vested or will vest three years after the date of the
grant, and expire ten years after the grant date.
Option Exercises and Stock Vested
---------------------------------
----------------------------------------------------------------------
Option Awards
----------------------------------------------------------------------
Number of Shares Value Realized on
Name Acquired on Exercise (#) Exercise ($)
----------------------------------------------------------------------
Paul W. Mobley - -
----------------------------------------------------------------------
A. Scott Mobley 20,000 $15,000
----------------------------------------------------------------------
Troy Branson 10,000 $14,500
----------------------------------------------------------------------
Mitchell Grunat 10,000 $27,900
----------------------------------------------------------------------
Director Compensation
---------------------
----------------------------------------------------------------------------
Fees Earned or Option
Paid in Cash Awards All Other
Name ($) ($) Compensation ($) Total ($)
----------------------------------------------------------------------------
Douglas H. Coape-Arnold -- -- $79,200 (1) $79,200
----------------------------------------------------------------------------
11
The Company has engaged Mr. Coape-Arnold as a consultant and does not separately
compensate him for his service as a director. Mr. Coape-Arnold was paid $60,000
in consulting fees in 2004, $72,000 in consulting fees in 2005, and $79,200 in
consulting fees in 2006.
The Company does not pay any separate compensation for Directors that are also
employees of the Company.
Compensation Committee Interlocks and Insider Participation
Because no separate Compensation Committee has been established, the Board of
Directors, as a whole, acts as the Compensation Committee. Paul W. Mobley, A.
Scott Mobley and Douglas H. Coape-Arnold participate in executive compensation
decisions.
Compensation Committee Report
The Board of Directors has reviewed and discussed the Compensation Discussion
and Analysis with management. Based on the review and discussions, the Board of
Directors approved the inclusion of the Compensation Discussion and Analysis in
the Company's annual report on Form 10-K for the fiscal year ended December 31,
2006.
The Board of Directors of Noble Roman's, Inc.
Paul W. Mobley
A. Scott Mobley
Douglas H. Coape-Arnold
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of April 20, 2007, there were 16,742,688 shares of the Company's common
stock outstanding and 25,000,000 shares are authorized. The following table sets
forth the amount and percent of the Company's voting common stock beneficially
owned on April 20, 2007 by (i) each director and named executive officer
individually, (ii) each beneficial owner of more than five percent of the
Company's outstanding common stock and (iii) all executive officers and
directors as a group:
12
Name and Address Amount and Nature Percent of Outstanding
of Beneficial Owner of Beneficial Ownership (1) Voting Common Stock (2)
------------------- --------------------------- -----------------------
Paul W. Mobley
One Virginia Avenue, Suite 800
Indianapolis, IN 46204 3,471,018 (3) 20.7%
A. Scott Mobley
One Virginia Avenue, Suite 800
Indianapolis, IN 46204 1,397,326 (4) 8.3
Geovest Capital Partners, L.P.
750 Lexington Avenue, 4th Floor
New York, N.Y. 10022 1,170,000 (5) 7.0
James W. Lewis
335 Madison Ave., Suite 1702
New York, N.Y. 10017 1,709,580 (6) 10.2
Douglas H. Coape-Arnold
750 Lexington Avenue, 4th Floor
New York, N.Y. 10022 250,000 (7) 1.5
Troy Branson
One Virginia Avenue, #800
Indianapolis, IN 46204 55,100 (8) --
Mitchell Grunat
One Virginia Avenue, #800
Indianapolis, IN 46204 10,000 (9) --
Zyville E. Lewis
456 N. Maple Street
Greenwich, CT 06830 1,145,396 6.8
Special Situations Fund III QP, L.P.
527 Madison Avenue, Suite 2600
New York, NY 10023 1,288,750 (10) 7.7
Robert P. Stiller
33 Coffee Lane 1,000,000 (11) 6.0
Waterbury, VT 05676
All Executive Officers and
Directors as a Group (5 Persons) 5,183,444 31.0
----------
(1) All shares owned directly with sole investment and voting power,
unless otherwise noted.
13
(2) The percentage calculations are based upon 16,742,688 shares of the
Company's common stock, eligible to vote, issued and outstanding as of
April 20, 2007 and, for each officer or director of the group, the
number of shares subject to options, warrants or conversion rights
exercisable currently or within 60 days of March 1, 2007.
(3) The total includes a warrant to purchase 600,000 shares of common
stock at an exercise price of $.40 per share which expires December
31, 2007, a warrant to purchase 700,000 shares of common stock at an
exercise price of $.93 per share which expires December 31, 2007, a
warrant to purchase 600,000 shares of common stock at an exercise
price of $.93 per share which expires January 7, 2010, a warrant to
purchase 300,000 shares of common stock at an exercise price of $.93
which expires January 24, 2011, 10,000 shares of common stock subject
to options granted under an employee stock option plan which are
currently exercisable at $1.00 per share and 20,000 shares of common
stock subject to options granted under an employee stock option plan
which are currently exercisable at $.55 per share.
(4) The total includes 50,000 shares of common stock subject to options
granted under an employee stock option plan which are currently
exercisable at $1.00 per share for 10,000 shares, $1.45 per share for
20,000 shares and $.55 per share for 20,000 shares. Also includes a
warrant to purchase 400,000 shares of common stock at an exercise
price of $.40 per share which expires December 31, 2007, a warrant to
purchase 300,000 shares of common stock at an exercise price of $.93
per share which expires December 31, 2007, a warrant to purchase
300,000 shares of common stock at an exercise price of $.93 per share
which expires January 7, 2010, and a warrant to purchase 200,000
shares of common stock at an exercise price of $.93 per share which
expires January 24, 2011.
(5) Based on a Form 4 filed April 23, 2007, by Geovest Capital Partners,
LP. Douglas H. Coape-Arnold is Managing Partner of Geovest Capital
Partners, LP, however, Mr. Coape-Arnold disclaims beneficial ownership
of such shares beyond his interest in Geovest Capital Partners.
(6) This total includes 138,580 shares of common stock owned by James
Lewis Family Investments LP and 220,000 shares of our common stock
owned by James W. Lewis MPPP.
(7) This total includes a warrant to purchase 100,000 shares of common
stock at an exercise price of $.93 per share which expires January 7,
2010 and a warrant to purchase 100,000 shares of common stock at an
exercise price of $.93 per share which expires January 24, 2011.
(8) This total includes 55,000 shares of common stock subject to options
granted under an employee stock option plan which are currently
exercisable at $.55 per share for 15,000 shares, $1.45 per share for
20,000 shares, $1.46 per share for 15,000 shares and $1.385 per share
for 5,000 shares.
(9) This total includes 10,000 shares of common stock subject to options
granted under an employee stock option plan which are currently
exercisable at $.89 per share for 10,000 shares.
14
(10) Based on a Schedule 13G filed February 14, 2007, by Austin W. Marxe
and David M. Greenhouse as Investment Managers of Special Situations
Fund III QP, L.P.
(11) Based on a Schedule 13G filed March 6, 2007, by Robert P. Stiller.
Equity Compensation Plan Benefit Information
--------------------------------------------
The following table provides information as of December 31,
2006 with respect to the shares of our common stock that may be issued under our
existing equity compensation plans.
Number of securities
remaining available for
Number of Securities to Weighted-average future issuance under
be issued upon exercise exercise price of equity compensation plans
of outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in column (a))
Plan Category (a) (b) (c)
---------------------------------- ----------------------- -------------------- -------------------------
Equity compensation plans approved
by stockholders -- $ -- --
Equity compensation plans not
approved by stockholders 351,500 $ 1.22 (1)
--------- ---------
Total 351,500 $ 1.22 --
--------- ---------
(1) The Company may grant additional options under the employee stock
option plan. There is no maximum number of shares available for
issuance under the employee stock option plan.
The Company maintains an employee stock option plan for our employees and
officers. Any employees or officers of the company are eligible to be awarded
options under the plan. The employee stock option plan provides that any options
issued pursuant to the plan will have a three year vesting period and will
expire ten years after the date of grant. Awards under the plan are periodically
made at the discretion of the Chairman/CEO and President and approved by the
Board of Directors. The employee stock option plan does not have a limit on the
number of shares that may be issued under the plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has reviewed all transactions to which the Company and certain
officers and directors of the Company are a party or have a financial interest.
The Board of Directors of the Company has adopted a policy that all transactions
between the Company and its officers, directors, principal shareholders and
other affiliates must be approved by a majority of the Company's disinterested
directors, and be conducted on terms no less favorable to the Company than could
be obtained from unaffiliated third parties. The Board of Directors has
determined that there were no transactions since January 1, 2006 that are
required to be disclosed under this item. In making this determination the Board
of Directors examined consulting fees and interest on Participating Income Notes
paid to directors and determined that these items were not required to be
disclosed due to the amount of the payments.
The Company's Board of Directors is currently comprised of Paul W. Mobley, our
Chairman and Chief Executive Officer, A. Scott Mobley, our President, and
Douglas H. Coape-Arnold. For the purpose of determining director independence
for this Annual Report on Form 10-K, the Company has adopted
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the New York Stock Exchange definition of independence. The Board of Directors
has determined that Mr. Coape-Arnold is an independent director under that
definition.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees for professional audit
services rendered by Larry E. Nunn & Associates, LLC for the audit of our annual
financial statements, and fees billed for other services rendered by Larry E.
Nunn & Associates, LLC during the fiscal years shown.
Fiscal Year Ended Fiscal Year Ended
December 31, 2006 December 31, 2005
----------------- -----------------
Audit Fees (1) ............... $35,550 $ 28,304
---------------
(1) Audit Fees consist of fees rendered for professional services rendered for
the audit of our financial statements included in our Forms 10-K for the
years ended December 31, 2005 and 2004, review of the unaudited financial
statements included in our quarterly reports during the years 2006 and
2005, and services that are normally provided by Larry E. Nunn &
Associates, LLC in connection with statutory and regulatory filings or
engagement.
The engagement of Somerset CPAs, P.C., Certified Public Accountants, for
conducting the audit of the Company's financial statements and the review
of its financial statements for the year ended December 31, 2006 and for
its Form 10-Q's during the year 2007, was pre-approved by the Company's
Board of Directors. Somerset CPAs, P.C. has not been engaged by the Company
to perform any services other than audits of the Company's financial
statements and reviews of its Form 10-Qs. The Board of Directors does not
have a pre-approval policy with respect to work performed by the Company's
independent auditor.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Noble
Roman's, Inc. and subsidiaries are included in Item 8: Page
----
Consolidated Balance Sheets - December 31, 2005 and 2006 20
Consolidated Statements of Operations - years ended December 31,
2004, 2005 and 2006 21
Consolidated Statements of Changes in Stockholders' Equity - years
ended December 31, 2004, 2005 and 2006 22
Consolidated Statements of Cash Flows - years ended December 31,
2004, 2005 and 2006 23
Notes to Consolidated Financial Statements 24
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Report of Independent Registered Accounting Firm. -
Somerset CPAs, P.C. 30
Report of Independent Registered Accounting Firm -
Larry E. Nunn & Associates, LLC 31
Exhibits
Exhibit
Number Description
------ -----------
3.1 Amended Articles of Incorporation of the Registrant, filed
as an exhibit to the Registrant's Amendment No. 1 to the
Post Effective Amendment No. 2 to Registration Statement on
Form S-1 filed July 1, 1985 (SEC File No.2-84150), is
incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as
currently in effect, filed as an exhibit to the
Registrant's 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.
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.
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10.6 Loan Agreement with Wells Fargo Bank, N.A. dated August 25,
2005 filed as Exhibit 10.1 to the Registrant's current
report on Form 8-K filed August 29, 2005, is incorporated
herein by reference.
10.7 Registration Rights Agreement dated August 1, 2005 between
the Company and SummitBridge National Investments filed as
an Exhibit to the Registrant's Form S-1 filed on 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-14(a).
32.1 C.E.O. and C.F.O. Certification under Section 1350.
18
SIGNATURES
----------
In accordance with of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NOBLE ROMAN'S, INC.
Date: April 30, 2007 By: /s/ Paul W. Mobley
---------------------------------------
Paul W. Mobley, Chief Executive Officer
and Chief Financial Officer
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