United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2007
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 organization) Identification No.)
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, 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
--- --- ---
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 July 30, 2007, there were 18,284,493 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, 2006
and June 30, 2007 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months and six months ended June 30, 2006
and 2007 (unaudited) Page 4
Condensed consolidated statements of cash flows for the
six months ended June 30, 2006 and 2007 (unaudited) Page 5
Notes to condensed consolidated financial statements (unaudited) Page 6
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
Assets December 31, June 30,
2006 2007
------------ ------------
Current assets:
Cash $ 920,590 $ 1,618,857
Accounts and notes receivable (net of allowances of $136,462 as of
December 31, 2006 and June 30, 2007) 1,505,444 1,791,811
Inventories 215,557 201,494
Assets held for resale 381,768 394,661
Prepaid expenses 136,167 373,676
Current portion of long-term notes receivable 187,898 195,540
Deferred tax asset - current portion 1,971,875 1,971,875
------------ ------------
Total current assets 5,319,299 6,547,914
------------ ------------
Property and equipment:
Equipment 1,183,655 1,258,555
Leasehold improvements 105,928 107,729
------------ ------------
1,289,583 1,366,284
Less accumulated depreciation and amortization 653,336 702,154
------------ ------------
Net property and equipment 636,247 664,130
------------ ------------
Deferred tax asset (net of current portion) 8,300,244 7,854,929
Other assets including long-term portion of notes receivable 1,882,173 1,846,608
------------ ------------
Total assets $ 16,137,963 $ 16,913,581
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 396,046 $ 349,634
Current portion of long-term note payable 1,500,000 1,500,000
------------ ------------
Total current liabilities 1,896,046 1,849,634
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 5,625,000 4,875,000
------------ ------------
Total long-term liabilities 5,625,000 4,875,000
------------ ------------
Stockholders' equity:
Common stock -no par value (25,000,000 shares authorized, 16,602,601 issued
and outstanding as of December 31, 2006 and 17,874,276 issued
and outstanding as of June 30, 2007) 21,393,360 21,926,497
Preferred stock (5,000,000 shares authorized and 51,000 issued and
outstanding as of December 31, 2006 and 43,700 issued and outstanding
as of June 30, 2007) 1,978,800 1,686,800
Accumulated deficit (14,755,243) (13,424,350)
------------ ------------
Total stockholders' equity 8,616,917 10,188,947
------------ ------------
Total liabilities and stockholders' equity $ 16,137,963 $ 16,913,581
============ ============
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2006 2007 2006 2007
----------- ----------- ----------- -----------
Royalties and fees $ 1,944,822 $ 2,787,232 $ 3,812,259 $ 5,372,640
Administrative fees and other 18,992 18,639 34,178 36,985
Restaurant revenue 351,807 274,276 764,740 525,861
----------- ----------- ----------- -----------
Total revenue 2,315,620 3,080,147 4,611,177 5,935,486
Operating expenses:
Salaries and wages 310,309 422,067 584,853 799,612
Trade show expense 116,906 136,048 223,636 273,834
Travel expense 96,731 122,522 192,337 201,762
Sales commissions 0 242,592 0 357,579
Other operating expenses 177,785 221,325 374,694 447,345
Restaurant expenses 341,018 255,025 737,018 489,432
Depreciation and amortization 20,857 24,359 41,616 45,707
General and administrative 393,642 423,385 788,447 848,415
----------- ----------- ----------- -----------
Operating income 858,373 1,232,824 1,668,577 2,471,800
Interest and other expense 197,964 166,906 395,190 340,725
----------- ----------- ----------- -----------
Income before income taxes 660,408 1,065,918 1,273,387 2,131,075
Income tax expense 224,539 362,412 432,951 724,566
----------- ----------- ----------- -----------
Net income 435,870 703,506 840,435 1,406,509
Cumulative preferred dividends 40,241 34,481 81,377 75,616
----------- ----------- ----------- -----------
Net income available to common
stockholders $ 395,628 $ 669,025 $ 759,059 $ 1,330,893
Earnings per share - basic:
Net income $ .03 $ .04 $ .05 $ .08
Weighted average number of common shares
outstanding 16,322,136 17,009,825 16,322,136 16,839,866
Diluted earnings per share:
Net income $ .03 $ .04 $ .05 $ .07
Weighted average number of common shares
outstanding 16,963,051 19,580,118 16,963,051 19,410,159
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
OPERATING ACTIVITIES 2006 2007
----------- -----------
Net income $ 840,435 $ 1,406,509
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 75,173 93,585
Deferred federal income taxes 432,952 724,565
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (107,088) (262,717)
Inventories 2,693 14,063
Assets held for resale (14,089) (21,410)
Prepaid expenses (41,927) (237,509)
Other assets 1,022 (47,900)
Decrease in:
Accounts payable (213,228) (46,412)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 975,942 1,622,774
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (9,040) (76,702)
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (9,040) (76,702)
----------- -----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (264,269) (318,436)
Payment of cumulative preferred dividends (81,377) (75,616)
Payment of principal on outstanding debt (750,000) (750,000)
Payments received on long-term notes receivable 85,020 92,076
Proceeds from the exercise of stock options and warrants -- 204,171
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (1,010,626) (847,805)
----------- -----------
Increase (decrease) in cash (43,723) 698,267
Cash at beginning of period 740,940 920,590
----------- -----------
Cash at end of period $ 697,217 $ 1,618,857
=========== ===========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 366,150 $ 314,585
See accompanying notes to condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
----------------------------------------------------------------
Note 1 - The interim condensed consolidated financial statements, included
herein, are unaudited, but reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented and the financial condition as of the dates indicated,
which adjustments are of a normal recurring nature. The results for the
six-month period ended June 30, 2007 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2007.
Note 2 - Approximately $300 thousand and $766 thousand are included in the
three-month period and six-month period ended June 30, 2007, respectively, and
approximately $352 thousand and $688 thousand for the three-month period and
six-month period ended June 30, 2006, respectively, for initial franchise fees.
In addition, included in royalties and fees were approximately $686 thousand and
$1,056 thousand in the three-month period and six-month period ended June 30,
2007, respectively, and none in the three-month period and six-month period
ended June 30, 2006, respectively, for the sale of Area Development Agreements.
Because the Company's growth strategy is to grow its business by franchising
non-traditional locations, franchising its dual-branded concept in traditional
locations and selling development territories to area developers for growth of
its dual-branded concept, and because the number of such locations that are
available for targeted growth is large, the Company believes that its initial
franchise fee revenue has the potential to increase in the future. 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 - Since June 30, 2007, 23,075 shares of the Company's preferred stock,
with a liquidation preference of $923,000, have been converted to 410,217 shares
of the Company's common stock, in accordance with the conversion provisions of
the preferred stock. After these conversions, there are 20,625 shares of the
Company's preferred stock with a liquidation preference of $825,000, outstanding
which may be converted at the option of the holders to 366,666 shares of the
Company's common stock.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
------------
The Company sells and services franchises for non-traditional, co-branded and
stand-alone foodservice operations under the trade names "Noble Roman's Pizza"
and "Tuscano's Italian Style Subs." Both concepts' hallmarks include high
quality products, simple operating systems, labor minimizing operations,
attractive food costs and overall affordability.
Noble Roman's Pizza
-------------------
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been designed with a view to
produce superior results. Here are a few of the differences that we believe make
our product unique:
o Crust made with only specially milled flour with above average protein
and yeast.
6
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.
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 who deliver throughout all 48 contiguous states. This process
results in products that are great tasting, quality consistent, easy to
assemble, relatively low in food cost and require very low amounts of labor.
Tuscano's Italian Style Subs
----------------------------
Tuscano's Italian Style Subs is a separate restaurant concept with an
Italian-themed menu that focuses on sub sandwich menu items. Tuscano's was
designed to be comfortably familiar from a customer's perspective but with many
distinctive features. The franchise fee and ongoing royalty for a Tuscano's is
identical to that charged for a Noble Roman's Pizza franchise. For the most
part, the Company awards Tuscano's franchises for the same facilities as Noble
Roman's Pizza franchises, although Tuscano's franchises are also available for
non-traditional locations that do not have a Noble Roman's Pizza franchise.
However, in the traditional stand-alone locations we only sell franchises for
Noble Roman's Pizza/Tuscano's Subs together as a dual-branded concept.
With its Italian theme, Tuscano's offers a distinctive yet recognizable format.
Like most other brand name sub concepts, customers select menu items at the
start of the counter line then choose toppings and sauces according to their
preference until they reach the check out point. Tuscano's, however, has many
unique competitive features, including its Tuscan theme, the extra rich yeast
content of its fresh baked bread, the thematic menu selections and serving
options, high quality meats, and generous yet cost-effective quality sauces and
spreads. Tuscano's was designed to be premium quality, simple to operate and
cost-effective.
Business Strategy
The Company's business strategy can be summarized as follows:
Continue Focus on Sales of Non-Traditional Franchises. The Company plans to
continue its focus on awarding franchise agreements for both Noble Roman's Pizza
and Tuscano's Italian Style Subs in non-traditional venues such as hospitals,
military bases, universities, convenience stores, attractions, entertainment
facilities, casinos, airports, travel plazas, office complexes and hotels. The
Company has pursued this focus for the past several years.
Growth of our Traditional Dual-Branded Concept. In order to seek more rapid
growth, the Company initiated a strategy to sell dual-branded franchises and to
sell development territories to Area Developers for additional growth of its
dual-branded concept of Noble Roman's Pizza/Tuscano's Subs
7
for stand-alone traditional locations. Area Developers have the exclusive right
to develop the dual-branded traditional concept in their areas. Area Developers
generally pay a development fee of $.05 per capita in their development area and
will receive 30% of the initial franchise fee and 2/7ths of the royalty from the
franchise locations developed pursuant to those Development Agreements. The
Company retains all training and supervision responsibilities and must approve
all franchisees and all locations. In order to maintain the rights to develop
the territories, each Developer has to meet the minimum development schedule
stipulated in the Area Development Agreement. As of August 3, 2007, the Company
has entered into 19 Area Development Agreements requiring the development of 685
franchise locations over the next five to seven years. In addition, as of August
3, 2007, the Company has entered into 84 dual-branded franchise agreements for
traditional locations, 37 of which were sold through the Area Development
Agreements.
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 dual-branded concept. Every ingredient and process was designed with
a view to producing superior results. All of its menu items were carefully
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
require very low amounts of labor and 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 evaluates the carrying values of its assets, including
property, equipment and related costs, accounts receivable and deferred tax
asset, periodically to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month and six-month periods ended June 30, 2006 and 2007,
respectively.
8
Three Months Ended Six Months Ended
June 30, June 30,
2006 2007 2006 2007
---- ---- ---- ----
Royalties and fees 84.0 % 90.5 % 82.7 % 90.5 %
Administrative fees and other .8 .6 .7 .6
Restaurant revenue 15.2 8.9 16.6 8.9
-------- -------- -------- --------
Total revenue 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Salaries and wages 13.4 13.7 12.7 13.5
Trade show expense 5.0 4.4 4.8 4.6
Travel expense 4.2 4.0 4.2 3.4
Sales commissions 0 7.9 0 6.0
Other operating expense 7.7 7.2 8.1 7.5
Restaurant expenses 14.7 8.3 16.0 8.2
Depreciation and amortization .9 .8 .9 .8
General and administrative 17.0 13.7 17.1 14.3
-------- -------- -------- --------
Operating income 37.1 % 40.0 % 36.2 % 41.7 %
Interest and other expense 8.5 5.4 8.6 5.7
-------- -------- -------- --------
Income before income taxes 28.6 34.6 27.6 36.0
Income tax expense 9.8 11.8 9.4 12.2
-------- -------- -------- --------
Net income 18.8 % 22.8 % 18.2 % 23.8 %
======== ======== ======== ========
Results of Operations
---------------------
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-Month and Six-Month Periods Ended June 30, 2006
and 2007
Total revenue increased from $2,315,620 to $3,080,147 and from $4,611,177 to
$5,935,486 for the three-month and six-month periods ended June 30, 2007
compared to the corresponding periods in 2006. These increases were primarily
the result of increases in royalties and fees from the addition of new
franchises, partially offset by a decrease in restaurant revenue. Royalties and
fees increased from approximately $1,944,822 to $2,787,232 and from $3,812,259
to $5,372,640 for the three-month and six-month periods ended June 30, 2007
compared to the corresponding periods in 2006. Included in royalties and fees
were initial franchise fees of approximately $300 thousand and $766 thousand in
the three-month period and six-month period ended June 30, 2007, respectively,
and approximately $352 thousand and $688 thousand for the three-month period and
six-month period ended June 30, 2006, respectively. In addition, included in
royalties and fees were fees from the sale of Area Development Agreements of
approximately $686 thousand and $1,056 thousand in the three-month period and
six-month period ended June 30, 2007, respectively. There were no Area Developer
Agreement fees in the three-month period and six-month period ended June 30,
2006. The Company has sold 19 territories to Area Developers and is in
discussions regarding additional agreements with several other potential Area
Developers. The 19 territories include an agreement for 49 restaurants in 15
counties surrounding the Greensboro, Winston-Salem, High Point areas of North
Carolina and Virginia, an agreement for 20 restaurants in three counties near
Cincinnati, Ohio, an agreement for 25 restaurants in Sacramento County,
California, an agreement for an additional 40 restaurants in 21 additional
counties surrounding Cincinnati, Ohio, an agreement for 30 restaurants in five
counties near Atlanta, Georgia, an agreement for 70
9
restaurants in three additional counties in Georgia, near Atlanta, an agreement
for 52 restaurants in two counties near Dallas, Texas, an agreement for 25
restaurants for Springfield, Missouri and surrounding counties, an agreement for
35 restaurants for Riverside County, California, an agreement for 38 restaurants
for San Bernardino County, California, an agreement for 30 restaurants in
Dayton, Ohio and surrounding counties, an agreement for 15 restaurants in a
third county near Dallas, Texas, an agreement for 60 restaurants in a large
portion of Los Angeles County, California, an agreement for 45 restaurants in
Orange County, California, an agreement for 18 restaurants in Ventura County,
California, an agreement for 34 restaurants in Santa Barbara, San Luis Obispo
and Fresno Counties in California, an agreement for 60 restaurants in San Diego
County, California, an agreement for 19 restaurants Kern County, California plus
the cities of Santa Clarita, Lancaster and Palmdale, and an agreement for 20
restaurants in Naples/Ft. Myers, Florida. Because of the identified growth
opportunities in franchising in non-traditional locations, in traditional
dual-branded locations and the units committed by the Area Development
Agreements, the Company believes that franchise fee revenue will increase in the
future. If an Area Developer does not meet the required development schedule,
the Developer loses its rights to the development area and its share of the
franchise fee income on any units that are developed.
Restaurant revenues decreased from approximately $351,807 to $274,276 and from
$764,740 to $525,861, respectively for the three-month and six-month periods
ended June 30, 2007 compared to the corresponding periods in 2006. 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 decreased because the Company was
operating fewer restaurants in the three-month and six-month periods ended June
30, 2007 than in the corresponding periods in 2006.
Salaries and wages increased from 13.4% of total revenue to 13.7% of total
revenue and from 12.7% of total revenue to 13.5% of total revenue, respectively,
for the three-month and six-month periods ended June 30, 2007 compared to the
corresponding periods in 2006. These increases during the periods in 2007
compared to 2006 were the result of adding additional experienced staff for the
growth of franchising in traditional locations in mid-year 2006. Salaries and
wages, as a percentage of total revenue, are expected to gradually decline in
the future as the revenue continues to grow from opening more traditional
franchises.
Trade show expenses decreased from 5.0% of total revenue to 4.4% of total
revenue and from 4.8% of total revenue to 4.6% of total revenue, respectively,
for the three-month period and six-month period ended June 30, 2007 compared to
the corresponding periods in 2006. The actual amount of trade show expenses
increased slightly for both the three-month and six-month periods as a result of
adding a few additional trade shows for traditional franchising and, at the same
time, dropping a couple of the non-traditional shows that did not get
significant responses in the past. The Company anticipates the dollar amount of
trade show expense to remain approximately the same for the balance of 2007,
which is expected to result in a lower trade show expense as a percentage of
total revenue as revenue continues to increase as more traditional restaurants
are opened.
Travel expenses decreased from 4.2% of total revenue to 4.0% of total revenue
and from 4.2% of total revenue to 3.4% of total revenue, respectively, for the
three-month period and six-month period ended June 30, 2007 compared to the
corresponding periods in 2006. The actual amount of travel expenses increased
slightly for both the three-month and six-month periods as a result of having
more franchise managers on the road as the number of locations increased. The
decrease as a percentage of revenue was the result of the actual dollar expenses
increasing less than the revenue increase as a result of selling more Area
Development Agreements and opening more traditional restaurants.
10
Sales commissions were 7.9% of total revenue and 6.0% of total revenue,
respectively, for the three-month period and six-month period ended June 30,
2007 compared to no sales commissions in the corresponding periods in 2006. The
sales commissions are the result of commissions earned by the Area Developers
and internal sales staff designed to increase the Company's revenue growth by
expanding franchising activity for traditional locations.
Other operating expenses decreased as a percentage of total revenue from 7.7% to
7.2% and from 8.1% to 7.6%, respectively, for the three-month and six-month
periods ended June 30, 2007 compared to the corresponding periods in 2006. This
decrease was primarily the result of actual operating expenses only slightly
increasing in dollar amount while total revenue increased from the growth of
more franchises and from the sale of Area Development Agreements for traditional
locations. The Company anticipates that other operating expenses, as a
percentage of revenue, will continue to decline as a percentage of revenue as a
result of anticipated additional growth in 2007 while maintaining operating
expenses at approximately the same level.
Restaurant expenses decreased as a percentage of total revenue from 14.7% to
8.3% and from 16.0% to 8.2%, respectively, for the three-month period and
six-month period ended June 30, 2007 compared to the corresponding periods in
2006. These decreases were the result of the decrease in number of restaurants
operated by the Company while the revenues increased as a result of the growth
in the number of franchises and the sale of Area Development Agreements for
traditional locations. 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 decreased as a percentage of total revenue
from 17.0% to 13.7% and 17.1% to 14.3%, respectively, for the three-month period
and six-month period ended June 30, 2007 compared to the corresponding periods
in 2006. These decreases were the result of only a small increase in the dollar
amount of administrative expense, which was more than offset by the growth in
revenue due to the growth in the number of franchises and the sale of Area
Development Agreements for traditional locations. The Company anticipates that
general and administrative expenses, as a percentage of revenue, will continue
to decline as a result of expected additional growth in revenue.
Operating income increased as a percentage of total revenue from 37.1% to 40.0%
and from 36.2% to 41.7%, respectively, for the three-month period and six-month
period ended June 30, 2007 compared to the corresponding periods in 2006. The
primary reason for these increases in operating income percentages were the
growth in royalties and fees due to the growth in the number of franchises and
the sale of Area Development Agreements for traditional locations, which more
than offset the growth in operating expenses. Operating income, as a percentage
of total revenue, is anticipated to continue to increase as the expected growth
in the amount of franchising activity continues with operating expenses
increasing at a substantially lower rate.
Interest expense decreased as a percentage of total revenue from 8.5% to 5.4%
and 8.6% to 5.7%, respectively, for the three-month period and six-month period
ended June 30, 2007 compared to the corresponding periods in 2006. These
decreases were the result of a decrease in the dollar amount of interest as a
result of the reduction in the amount of debt outstanding and the increase in
revenue due to the growth in the number of franchises and the sale of Area
Development Agreements for traditional locations. Interest expense is expected
to decline in the future as the Company continues to reduce its debt.
Net income increased from $435,870 to $703,506 and from $840,435 to $1,406,509
for the three-month period and six-month period ended June 30, 2007 compared to
the corresponding periods in
11
2006. The 61.4% and the 67.4% increases in net income, respectively, for the
three-month period and six-month period ended June 30, 2007 compared to the
corresponding periods in 2006, was the result of the growth in royalty and fee
income as a result of the sale of additional Area Development Agreements and the
growth in the number of franchises for traditional locations, only partially
offset by increased operating expenses.
Liquidity and Capital Resources
-------------------------------
The Company's strategy is to grow its business by continuing to focus on
franchising non-traditional locations and by franchising in traditional
locations partially through the use of Area Developers. This strategy does not
require significant capital.
As a result of the Company's strategy, cash flow generated from operations, the
Company's current rate of entering into new franchises and the anticipated
growth in Franchise Agreements and Area Development Agreements in the future,
the Company believes it will have sufficient cash flow to meet its obligations
and to carry out its current business plan.
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 current borrowings are at a monthly variable rate tied to LIBOR.
However, the Company elected to purchase a swap contract fixing the rate on 50%
of the principal balance for the first two years and then $3 million of the
principal amount for the following two years at an annual interest rate of 8.83%
per annum.
The Company has concluded that there is no material market risk exposure and,
therefore, no quantitative tabular disclosures are required.
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, from time to time, is involved in various litigation relating to
claims arising out of its normal business operations.
The Company is not involved in any litigation currently, nor is any litigation
currently threatened, which would have a material effect upon the Company.
12
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 15.
13
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: August 9, 2007 By: /s/ Paul W. Mobley
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Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal Financial
Officer)
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Index to Exhibits
Exhibit
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3.1 Amended Articles of Incorporation of the Registrant, filed as an
exhibit to the Registrant's Amendment No. 1 to the Post Effective
Amendment No. 2 to Registration Statement on Form S-1 filed July 1,
1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently in
effect, filed as an exhibit to the Registrant's Registration Statement
on Form S-18 filed October 22, 1982 and ordered effective on December
14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the
Registrant effective February 18, 1992 filed as an exhibit to the
Registrant's Registration Statement on Form SB-2 (SEC File No.
33-66850), ordered effective on October 26, 1993, is incorporated
herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the
Registrant effective May 11, 2000, filed as Annex A and Annex B to the
Registrant's Proxy Statement on Schedule 14A filed March 28, 2000, is
incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the
Registrant effective April 16, 2001 filed as Exhibit 3.4 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2005, is incorporated herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the
Registrant effective August 23, 2005, filed as Exhibit 3.1 to the
Registrant's current report on Form 8-K filed August 29, 2005, is
incorporated herein by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the
Registrant's Registration Statement on Form S-18 filed October 22,
1982 and ordered effective on December 14, 1982 (SEC File No.
2-79963C), is incorporated herein by reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the Registrant's
current report on Form 8-K filed August 29, 2005, is incorporated
herein by reference.
10.1 Employment Agreement with Paul W. Mobley dated November 15, 1994 filed
as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2005, is incorporated herein by reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15, 1994
filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2005, is incorporated herein by reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8 filed
November 29, 1994 (SEC File No. 33-86804), is incorporated herein by
reference.
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10.4 Noble Roman's, Inc. Form of Stock Option Agreement filed with the
Registrant's Form S-8 filed November 29, 1994 (SEC File No. 33-86804),
is incorporated herein by reference.
10.5 Settlement Agreement with SummitBridge dated August 1, 2005, filed as
Exhibit 99.2 to the Registrant's current report on Form 8-K filed
August 5, 2005, is incorporated herein by reference.
10.6 Loan Agreement with Wells Fargo Bank, N.A. dated August 25, 2005 filed
as Exhibit 10.1 to the Registrant's current report on Form 8-K filed
August 29, 2005, is incorporated herein by reference.
10.7 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 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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